Kaseya End User Terms

DEFINITIONS:

  • “Administrator” means an individual or entity who will use and manage the Products on your behalf.
  • “Content” has the same meaning as set forth in the Kaseya Master Agreement, and generally is data submitted through a Product platform for processing in order to provide Products.
  • “Direct Customer Agreements” means the agreements that exist between Kaseya and the Kaseya Direct Customer regarding the Products and customer relationship, which may include, but are not limited to the Kaseya Master Agreement, Order forms, Product Terms of Use, policies and privacy agreements.
  • “Kaseya” means Kaseya US, LLC or the affiliate of Kaseya US, LLC from which the applicable Products were purchased by the Kaseya Direct Customer.
  • “Kaseya Direct Customer” means the customer who purchased Products directly from Kaseya.
  • “Kaseya Master Agreement” is the base agreement between Kaseya and the Kaseya Direct Customer that purchased your Products from Kaseya.  The current, standard Kaseya Master Agreement can be accessed by clicking here.  The Kaseya Master Agreement includes all referenced and attached agreements, policies and documents, including Product Terms of Use and Product Specifications.
  • “Kaseya Related Party” means any Kaseya affiliate, as well as the officers, directors, owners, employees, contractors, agents and representatives of Kaseya and the Kaseya affiliate.
  • “Products” is defined in the Kaseya Master Agreement, and generally means the products, services, hardware, software, portals, website content or other materials made available to you or used by an Administrator for your benefit.
  • “You” are the individual or entity that uses Products, or for whom Products are used on your behalf.

 

PRODUCTS AND CONTENT

No Direct Relationship.  Kaseya does not provide Products directly to you.  Kaseya provides Products to its Direct Customers.  Those Products eventually are distributed through resale channels to you or to an Administrator that you appoint to operate and manage the Products on your behalf. Neither Kaseya Direct Customers, others in the resale channel nor Administrators are agents of Kaseya and are not authorized to make any representations or warranties on behalf of Kaseya.  It is your obligation to: (a) confirm the Direct Customer Agreements that apply to your Product instances, and; (b) review such agreements to the extent you wish to understand the provisions between Kaseya and the Kaseya Direct Customer.  You are not a third-party beneficiary of Direct Customer Agreements, which means you have no right to enforce them against Kaseya.  Your contractual rights are with the entity from which you received the Products.

Instruction of Administrators.  You are responsible for instructing and authorizing your Administrator(s) with respect to use of the Products (such as settings, deletion of Content, and transition rights to different Administrators).  You agree that Kaseya may rely on the instructions and authorizations of Administrators regarding use and support of the Product and Content.

Kaseya’s Use of Specific Forms of Data.

  • Kaseya will use and access Content only as needed to: (a) provide, operate and support the Product or (b) as expressly permitted by the Direct Customer Agreements.
  • Kaseya rights with respect to “Aggregate Data” and “Administrative Data” are set forth in the Kaseya Master Agreement.
  • Through certain Products, Kaseya scans data (for example, emails, files and drives) to identify and defend against malicious data. Kaseya may retain a copy of the malicious data, and use and share it for legitimate business purposes, including the provision and improvement of Products.

 

USE OF PRODUCTS.

General.  Details regarding specific Products can be found in the applicable Product Terms of Use, most of which can be accessed through links in the Kaseya Master Agreement.  Additional details also can be found in Product Specifications.

Your Access and Use of Products.  If an Administrator authorizes you to use a Product directly:

  • Kaseya may rely on your instructions as an Administrator of the Product;
  • Kaseya is obligated to provide support only to Direct Kaseya Customers, and not directly to you;
  • You are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Product solely for your internal business purposes, and in accordance with the Kaseya Master Agreement;
  • You are responsible for safeguarding your Product and account access credentials and responsible for all activity taken under accounts accessed through those credentials; and
  • You must comply with all Applicable Laws and Product restrictions, as set forth in the Kaseya Master Agreement, including export and privacy laws.

Examples of Restrictions. You must comply with all Product restrictions set forth in the Kaseya Master Agreement to the extent they apply to you.  For example, and not limitation, you shall not:

  • Copy or create derivative works of the Products;
  • reverse engineer, decompile, disassemble or otherwise attempt to derive source code (except where legally permitted);
  • remove or alter proprietary notices;
  • use the Products in high-risk environments (e.g., life-support, hazardous operations);
  • use Products to transmit malware or unlawful content;
  • conduct unauthorized probing or scanning of a Product, or;
  • access or use a Product for any fraudulent, malicious or harmful purpose.

Suspension of Products and Access. As described in the Kaseya Master Agreement (and other Direct Customer Agreements), Kaseya may, in its discretion, suspend or terminate access to a Product or associated Content as follows:

  • In cases of uncured breach of the Direct Customer Agreements, including the Kaseya Direct Customer’s failure to make payment when due;
  • Where the use of the Product or the Content violates Applicable Law; or
  • Where the use of the Product or the Content could cause harm or liability to Kaseya, another person or another entity.

Kaseya will use reasonable efforts to provide prior notice to its contacts for such purposes (typically, the Kaseya Direct Customer) but may act without prior notice if Kaseya deems it necessary.  Kaseya likely will not provide such notice directly to you.

Excessive Use and Overages.  Products are purchased in license units or with other contractual limits (for example, storage limits, bandwidth limits or endpoint attachments).  If use of a Product exceeds such license units or other limitations, you acknowledge that Kaseya has the right to invoice the Kaseya Direct Customer for such overages. With respect to many Kaseya Product types, quantities (for example, of Licenses or storage amounts) that are increased during a committed service term may not be decreased during that term.

Deletion and Export of Data.  Upon termination of a Product subscription, Kaseya reserves the right to permanently disable access to the Product and delete all related Content.  Product Specifications must be consulted to understand whether a Product allows for export of Content, and the manner of such export.

 

SECURITY MEASURES

Kaseya Security Measures.  Kaseya has implemented and maintains physical, technical and administrative measures under Kaseya’s control that are designed to secure Products and Content against accidental or unauthorized destruction, access, or alteration. However, no system can be made entirely impenetrable and despite the reasonable measures employed, the Products and Content are not guaranteed against security threats or other vulnerabilities.

End User Security Measures.  You, or your Administrator(s) are responsible for implementing and maintaining physical, administrative, or technical controls related to Products or Content that is not under Kaseya’s sole control, including, without limitation, those related to passwords, networks, integrations, encryption keys or other access credentials

 

KASEYA’S RIGHTS

Rights to the Product and Feedback.  Kaseya and its licensors own all intellectual property rights in and to the Product. You will not take any action that is inconsistent with Kaseya’s ownership. Feedback (as defined in the Kaseya Master Agreement) may be used by Kaseya without restriction.

Right to Modify or Discontinue Products. Kaseya may make changes to its Products, including updates and upgrades, and may add new products or discontinue Products in Kaseya’s discretion, as described in the Kaseya Master Agreement.

Right to Interact with Products. You authorize the Administrator and Kaseya to interact remotely with deployed Product as described in the Direct Customer Agreements to provide the Product to you, including to test, troubleshoot, support, update, analyze use of or modify the Products.  Some Products require installation and use of agent software, and integration with applications or software, and you authorize such activity.

 

LIMITATIONS OF LIABILITY, WARRANTY AND CONTRACTING

For a full understanding of warranty, liability and indemnification provisions between Kaseya and the Kaseya Direct Customer, you must review the Direct Customer Agreements.  Below are summaries of certain key provisions:

Limitations of Warranties.  Any warranties made by Kaseya are made to the Kaseya Direct Customer only.  Kaseya disclaims all other promises, representations and warranties, either express or implied, including warranties of merchantability, fitness for a particular purpose, system integration, data accuracy, or warranties arising out of a course of dealing. Kaseya does not warrant that the operation of any Product will be secure, uninterrupted, free of harmful components or that all errors will be corrected. The Products are not designed or intended for use in life dependent or hazardous environments requiring fail-safe performance such as life safety systems, aircraft navigation, or weapons systems. Except for representations specifically made by Kaseya in writing to Kaseya Direct Customers, Kaseya makes no representations or warranties about a Product’s compliance with laws and regulations that apply to a specific end user or industry. The Products may be subject to limitations, delays, risks, and other problems inherent in the use of the internet and electronic communications; Kaseya is not responsible for any failures or other damage resulting from such problems. To the maximum extent permitted by law, Kaseya is not responsible for Third-Party Technology, as defined in the Kaseya Master Agreement, and any warranty or liability of such Third-Party is either provided directly by such Third-Party, or not at all. 

Limitations and Exclusions of Liability.  

  • Neither Kaseya, Kaseya Related Parties, their licensors, nor their suppliers are liable to any third-party for incidental, indirect, special, consequential or punitive damages or costs, regardless of the nature of the claim, including lost profits, lost revenues, business interruption, or the value of lost or damaged data, even if Kaseya has been advised of the possibility of such damages, and even if a remedy set forth herein is found to have failed of its essential purpose.
  • Further, Kaseya strictly requires the waiver of any right of subrogation against Kaseya, Kaseya Related Parties, its licensors and suppliers which any insurance carrier may acquire by virtue of payment of any loss under an insurance policy.
  • The limitations of this subsection shall apply to any theory of liability, whether based on warranty, contract, statute, tort or otherwise.
  • With respect to direct damages, Kaseya is liable only to the Kaseya Direct Customer, and only in the limited amount as set forth in the Direct Customer Agreements.   

Statements Made by Third Parties.  Kaseya is not bound by or responsible for any representations, statements or advice given by any third-party, including Kaseya Direct Customers and Administrators (“Third Party Statements”).  Third Party Statements do not create additional warranties, abrogate disclaimers, or otherwise increase the scope of Kaseya’s obligations.