Updated as of July 1, 2020
These SaaS Protection Product Terms of Use ("Terms of Use") govern your use of Datto SaaS Protection Products and Services. By purchasing or using Datto's SaaS Protection Products and Services, you agree to be bound by these SaaS Protection Terms, which are incorporated into the Datto Partner Agreement between you and Datto.
If You do not agree to these SaaS Protection Terms, you may not register, access or use the Datto SaaS Protection Product or Services.
Subject to your compliance with these SaaS Protection Terms, the Datto Partner Agreement and the receipt by us of all fees applicable to the Product, Datto grants you a limited, revocable, non-sublicensable, non-exclusive right and license to access and use the Product for the number of licenses and/or the applicable data storage allotment in each SaaS Protection account in accordance with the Product Specifications.
Each SaaS Protection Client account (a "SaaS Account") backs up data of individual users associated with an existing domain account owned or controlled by a Client (each a "Domain"). SaaS Protection licenses are required for all protected users allocated to a SaaS Account regardless of status.
You are required to set up each SaaS Account in accordance with the Product Specifications. During set up, you agree to provide accurate and complete information, and you further agree to promptly update this information should it change.
SaaS Accounts can be configured to designate the geographic region where Content associated with the SaaS Account is stored. It is your responsibility to choose the appropriate geographic region for each SaaS Account.
On behalf of or as the Client, you represent and warrant that you and/or the Client have sufficient rights and all required third party consents, permissions or licenses in and to the Domain and Content as may be necessary and appropriate for use of the Content with the Product.
All SaaS Protection licenses must be included in a valid Service Subscription for which we receive timely payment. A Service Subscription includes a group of licenses that have the same Term Length and Service Plan.
Each Service Subscription requires a particular Service Plan. All Service Plans include licenses to the technology needed to perform backup functions and access to Datto Technical Support.
The term of a Service Subscription is either for one month (a Monthly Term) or for a defined number of consecutive months (a Committed Service Term).
Unless timely cancelled by you, the term of any Service Subscription for SaaS Protection licenses will automatically renew for the same term for the number of licenses as of the "license count date" immediately preceding the renewal date.
You are responsible for any action that you permit, assist or facilitate any person or entity to take related to any SaaS Account and associated Content. You are responsible for the security of all access credentials, including all passwords, to the all SaaS Accounts you manage.
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 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.
We reserve the right at any time to modify these Terms of Use and updated Terms of Use will be posted within the applicable Product or Online Portal. We will make reasonable efforts to notify you of material changes and your continued use of any Product after an update will indicate your acceptance of any updated Terms of Use.
These Client Terms apply to you as the entity that owns, licenses, or lawfully controls the content ("Content") in a Datto SaaS Protection product account ("Product"). Datto does not provide the Product directly to you. The Product is sold and provided by Datto, Inc. or one of its subsidiaries or affiliates ("Datto") directly to the reseller/managed service provider ("Administrator").
You acknowledge that Datto and its licensors own all intellectual property rights in and to the Product. You will not engage in or authorize any activity that is inconsistent with such ownership.
Datto will use Content only as necessary to provide and support the Product and will not otherwise access Content other than as permitted herein, as described in the Product Specifications or as authorized by an Administrator for support.
Datto will interact with the Administrator(s) you appoint to operate and manage use of the Product with your Content. You are not a third party beneficiary of any agreement between Datto and an Administrator.
Datto has implemented and maintains physical, technical and administrative measures designed to help secure Content under Datto's control against accidental or unlawful loss, access or disclosure. However, no password-protected system of data storage and retrieval can be made entirely impenetrable.
You will defend, indemnify and hold harmless Datto from and against any loss, cost, liability or damage, including attorneys' fees, for which Datto becomes liable arising from any claim relating to your Content.
THE DATTO PRODUCT ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATTO DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, DATA SECURITY, QUIET ENJOYMENT, TITLE, AND/OR NON-INFRINGEMENT.
TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT WILL DATTO OR ANY DATTO LICENSOR OR SUPPLIER BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR COSTS, REGARDLESS OF THE NATURE OF THE CLAIM.