Datto EDR, Datto AV, Ransomware Detection Product Terms

Datto EDR, Datto AV, Ransomware Detection

Terms of Use

Updated as of April 1, 2024

These Terms of Use (“Terms”) govern access to and use of Datto EDR, Datto AV, and Ransomware Detection products and their related services (collectively, the “Products”). By purchasing or using any of the Products, you agree to be bound by these Terms, which are incorporated into the Kaseya Master Agreement accessible here, or such other master agreement (the “Agreement”) between you and the applicable Kaseya affiliated company from which you purchase Products (“Kaseya”). Capitalized terms not defined in these Terms have the meaning given to them in the Agreement. For clarity, the Products include the Kaseya Services related to the Products. In the event of any conflict between the Agreement and these Terms, these Terms will take precedence with respect to the Products.

1. USE OF PRODUCTS

a. About the Products. In today’s digital landscape, comprehensive cybersecurity measures are essential to protect against a wide range of threats. Datto AV (Antivirus) provides robust antivirus protection, safeguarding systems from common malware and viruses. However, an antivirus solution alone may not be sufficient against more sophisticated threats. Datto EDR (Endpoint Detection and Response) offers advanced capabilities to detect and respond to complex cyber-attacks, including zero-day threats and advanced persistent threats (APTs), that traditional antivirus solutions might miss. Additionally, Datto’s Ransomware Detection adds another layer of security by specifically targeting and mitigating the effects of ransomware attacks, which can encrypt and hold data hostage.

b. Right to Use. Subject to your compliance with these Terms, the Agreement and the receipt by us of all applicable fees, Kaseya grants you a limited, revocable, non-sublicensable, non-exclusive right and license during the applicable Product Subscription’s Committed Service Term to access and use the Product for the number of Licenses specified in an Order. If your use of the Product involves the use of Agent Software, you hereby agree to the terms of all applicable Agent Software licenses, and we grant you the non-exclusive, non-assignable, limited right to download, install and use the Agent Software solely to facilitate your access to, operation of, and/or use of the Products as specified in an Order. Your right to use such Agent Software will terminate upon the termination of the Service Subscription associated with the Product.

c. Any additional Licenses, add-on features or other use added to a Service Subscription after initial registration by any authorized administrator of the Product, either manually or through automatic add features, will be provisioned and will be deemed to modify the Order. You acknowledge that you are responsible for any features you enable for each Service Subscription, or that you allow your Client to enable, either upon initial registration or thereafter, including but not limited to, automatic add features.

2. PROFESSIONAL SERVICES

a. General Information Regarding Professional Services. We will provide Professional Services related to the Products described in any standard offering and/or on a time and materials (“T&M”) basis as we mutually agree to in writing from time to time, each as set forth in an Order for the Professional Services. On a T&M engagement, any estimated total is solely for budgeting and resource allocation purposes and not a guarantee that the work will be completed for that amount. Quoted fees for Professional Services are based on such Professional Services being provided during our normal business hours, Monday through Friday, as we may modify upon notice to you. Professional Services we provide outside of such normal business hours will be subject to a premium service charge.

b. Time Period to Use Professional Services. Unless otherwise specified on an Order, you must use all pre-paid hours of Professional Services within six (6) months from the purchase date and any expired hours are non-refundable.

c. Changes to Professional Services. Either of us may propose a change to the Professional Services described in the Order (a “Change Order”). Each Change Order shall specify the change(s) to the Professional Services or deliverables, and the effect on the time of performance and fees owed to us due to the change. Once executed by both parties, a Change Order shall become a part of the Order.

d. Out of Pocket Expenses. You will reimburse us our reasonable cost for all travel and related expenses incurred in connection with Professional Services we perform on your site. Both parties must mutually agree in writing upon the provision of Services at your site.

3. SERVICE SUBSCRIPTIONS

a. Service Subscription Required. All rights to use the Products are conditioned upon enrollment in a valid Service Subscription for which we receive timely payment. A Service Subscription includes a Term and License count. All Subscriptions include applicable licenses to the technology needed to perform the functions of the Product and access to Technical Support. The term of a Service Subscription is indicated on the applicable Order and is for a defined number of consecutive months (a “Committed Service Term”). A Service Subscription begins on the date of activation as set forth on the Order (the “Activation Date”).

b. Initial Transition Periods. Certain Products may allow for a transition period at the beginning of a Service Subscription to account for various circumstances such as, for example, implementation periods or phased adoption of Licenses. Any such transition period is considered part of the Service Subscription and subject to these Terms. Only the first Committed Service Term is affected by transition periods, and thereafter the Committed Service Term shall have the standard term period.

i. Any transition period where Kaseya Services (other than Professional Services) are provided without charge does not count toward the length of any Committed Service Term; in such case the first Committed Service Term will begin on the first of the month following the end of the transition period.

ii. Any transition period where all Licenses in an Order are provisioned but fees are charged according to a phased ramp up does not affect the Committed Service Term; the number of Licenses in the Service Subscription will include all Licenses provisioned at the time of Order.

c. Licensing: Product Subscriptions are licensed per “Endpoint,” and any Endpoint that is scanned and protected by a Product requires a License. The term Endpoint means a network endpoint such as a workstation, server, virtual server, virtual desktop or other logically distinct Internet Protocol (IP) addressable endpoint. For purchases of Datto EDR made prior to November 15, 2022, please contact your sales representative for information about your allowable usage and licensing.

4. CONTENT and SUSPICIOUS CONTENT

a. Suspicious Content.  The Products will scan, analyze, access and/or interact with Endpoints to identify and protect against ransomware, malware, viruses trojan horses and/or other suspicious materials, activities and malware (“Suspicious Content”). Kaseya may use, share and process Suspicious Content for various purposes in Kaseya’s reasonable discretion such as, for example, the improvement of its Products, research and analysis, and collaboration with others regarding Suspicious Content.   Kaseya will compile and provide threat information (typically in the form of alerts) regarding Suspicious Content (“Threat Information”).  On behalf of your organization and your Clients, when using any of the Products, you hereby authorize Kaseya to take such actions, and provide Kaseya license rights in the Content of your endpoints, as well as the Suspicious Content, to allow Kaseya to provide the Products and related Services.

b. Uploading of Suspicious Content. With Datto EDR, you have the option of allowing Kaseya to upload Suspicious Content and related information for further threat analysis and identification of maliciousness. Should you choose not to allow for the such uploading, Datto EDR will be unable to identify certain types of threats. With Datto AV such uploading is required. Ransomware Detect does not perform automatic uploading, however, either you or Kaseya may contact the other to request that Suspicious Content be shared for further analysis. (Should you wish to make such request, please contact Kaseya Technical Support or your Account Manager.) Once uploaded or shared, Kaseya reserves the right to retain a copy of the Suspicious Content (or portion thereof), in Kaseya’s discretion, and to share the Suspicious Content with third-parties. In a very small percentage of cases, Content that is not malicious may be uploaded onto Kaseya’s servers or 3rd party services that Kaseya uses to identify maliciousness of the Content.

c. Telemetry and Suspicious Content. The Products store the telemetry data from your Endpoints upon which its identification and Alerts are based (“Telemetry”) for a period as defined in the Datto EDR and Datto AV data retention policies accessible here. Upon termination of the Subscription Services, Kaseya reserves the right to delete Telemetry and Suspicious Content. Please note that once a Subscription Service has terminated, there will be no further right to download Telemetry or Suspicious Content from your account.

5. SECURITY

a. Your Responsibility for Security. You are responsible for the proper configuration and maintenance of physical, administrative and technical safeguards as they relate to access to and use of the Product, accounts and Content. In no event will we be responsible, nor will we have any liability, for physical, administrative, or technical controls related to the Product that you control, including but not limited to network connectivity and internet connectivity.

b. Our Security Measures. We use physical, technical and administrative safeguards designed to secure the Products and Content under our control against accidental or unauthorized loss, access or disclosure. However, no password-protected system of data storage and retrieval can be made entirely impenetrable and you acknowledge and agree that despite the measures employed, the Products and Content are not guaranteed against all security threats or other vulnerabilities and you use the Products with all Content at your own risk.

6. ADDITIONAL DISCLAIMSERS

In addition to the disclaimers set forth in the Agreement, the following disclaimers apply with respect to the Products:

YOU UNDERSTAND AND AGREE THAT (I) THE REMOVAL OR TRANSFER OF SUSPICIOUS CONTENT MAY INTRODUCE ADDITIONAL RISKS TO AN ENVIRONMENT, AND KASEYA IS NOT RESPONSIBLE OR LIABLE FOR SUCH RISKS; (II) KASEYA HAS NO RESPONSIBILITY OR LIABILITY FOR SUSPICIOUS CONTENT IDENTIFIED BY OR EXPORTED BY A PRODUCT, OR FOR DAMAGES CAUSED BY THE SUSPICIOUS CONTENT; AND (III) EACH PRODUCT REQUIRES FULL ACCESS TO ENDPOINTS TO EXECUTE THE PRODUCT FULLY AND ACROSS AN ENTIRE ENVIRONMENT.