Unitrends Product Terms of Use

Updated as of July 12, 2023

These Unitrends Product Terms of Use (“Terms“) govern your use of Kaseya’s Unitrends Products (“Unitrends Products”or“Products“). Unitrends Products are sometimes referred to in Product Documentation and Orders as Kaseya Unified Backup or “KUB”).

These Terms are made a part of, and governed by, the Kaseya Master Agreement (the “Agreement”). Capitalized terms not defined in these Terms have the meaning given to them in the Agreement. For example, the term Products includes the Services and Kaseya Software related to the Products (as explained in the Agreement). By purchasing or using Unitrends Products, you agree to be bound by these Terms and the Agreement. If you do not agree to these Terms, do not register, access or use any Unitrends Product.

  1. DEFINITIONS (additional to those found in the Kaseya Master Agreement)
    1. “Content” is as defined in the Agreement, and means all data and other content that is submitted or otherwise made available through use of the Products by you, by a User, or on behalf of you or an End-User. An example of Content is data that you may back-up through Unitrends Products.
    2. “Disaster” or “DR Event” means any unplanned event or condition that renders you unable to use the Protected Systems at their on-premise location for their intended computer processing and related business production purposes, as further described in the current
      DRaaS Service Schedule.
    3. “Disaster Recovery Environment” or “DR Environment” means a secured and isolated portion of the Unitrends Product that maintains your Protected Systems and is available to you via SSL Client VPN during DR Testing or DR Events, as further described in the current
      DRaaS Service Schedule.
    4. “Disaster Recovery Service” or “DRaaS” means Unitrends Recovery Service that is available for purchase in conjunction with the Products, and further described in the current
      DRaaS Service Schedule.
    5. “Disaster Recovery Testing” or “DR Testing” provides the means to validate your disaster recovery plan and Unitrends DRaaS. Testing includes the steps and operations designed to ensure that your disaster recovery processes and systems provide the necessary environment for running your business (or that of your End User client) and ultimately restoring your environment. DR Testing is further described in the current
      DRaaS Service Schedule.
    6. “Properly Replicated Content” is Content that the web interface for the applicable Product shows as successfully Replicated and for which there are no backup process warnings or errors reported in the Product web interface.
    7. “Protected System” (sometimes referred to in Kaseya or Unitrends materials as “Protected Server”) means the servers, virtual machines, endpoints or other such system that you have designated during the Product on-boarding process to be backed up and Replicated to the Unitrends Cloud.
    8. “Replicate” or “Replication” means the movement of Content from a Protected System to the Product.
    9. “Replicated Content” means Content which has been Replicated.
    10. “Retention” is the act of retaining Replicated Content in the Unitrends Cloud for the Retention periods purchased by you, and as further described in herein.
    11. “Service Schedule(s)” means collectively, the overview and other terms applicable to the Product (such as Use Level and retention periods) and as further described herein.
    12. “Unitrends” means Unitrends, Inc., and its affiliated companies, including Kaseya Holdings Inc. (Unitrends’ ultimate parent company).
    13. “Unitrends Azure” is a type of Unitrends Product, formally called Unitrends Backup for Microsoft Azure Product.
    14. “Unitrends Backup Appliance” is any of the following types of Unitrends Product: Unitrends Recovery Series, MAX, ION, Kaseya Unified Backup appliances and Unitrends Backup Virtual Appliances. The term Unitrends Backup Appliance does not include Unitrends Azure, Unitrends for Macs, Unitrends for PCs and Unitrends for Servers.
    15. “Unitrends Cloud” means the computer hardware and Software storage capacity and all other resources used to provide the Products to you (including, without limitation, Software applications, interfaces, operating systems and databases). The datacenters that house the Unitrends Cloud varies depending on the configuration of the Product, your location and the Product type.
    16. “Unitrends for Macs” is a type of Unitrends Product, formally called Unitrends Backup for Macs Product.
    17. “Unitrends for PCs” is a type of Unitrends Product, formally called Unitrends Backup for PCs Product
    18. “Unitrends for Servers” is a type of Unitrends Product, formally called Unitrends Backup for Servers Product.
    19. “Unitrends Technical Support” or “Technical Support” means the technical support provided for Unitrends Backup Appliances, the details of which are set forth in our current support Documentation, including the
      Unitrends Software and Hardware Support Handbook. For clarity, technical support for the remainder of the Unitrends Products is as per Kaseya’s standard support terms.
    20. “Updates” means any corrections, bug fixes, new features or functions added or removed from the Product, but shall not include any new versions that Unitrends markets and sells separately.
    21. “Use Level” means the method by which Unitrends measures use of a Product and fees applicable to such use. Use Level is typically set forth on the applicable order for the Product (“Order”), price list, website or Service Schedule.
  2. USE OF UNITRENDS PRODUCTS
    1. Right to Use. To use a Product, you must properly license the Product by purchasing a Product subscription as set forth in the Order. Licenses are issued in varying units depending on the Product type and Use Level, for example, per TB, per CPU socket and per server. Subject to your compliance with these Terms, the Agreement and the receipt by us of all fees specified in an accepted Order, we hereby grant you a limited, revocable, non-sublicensable, non-exclusive right and license use the Product (including all Updates thereto) but only on such Protected Systems and at the Use Levels that are set forth on the Order, and only for your internal business purposes or to service an End User client of yours. Any other use of the Product is inconsistent with these Terms, including without limitation, the distribution of Product through other resellers or distributors, or distribution to an unlicensed computer or entity. Any breach of this license automatically voids the license.
    2. If you have purchased DRaas pursuant to an Order, we shall provide you with DRaaS in accordance with the current
      DRaaS Service Schedule. All limitations described in the Agreement (including, in these Terms) shall apply equally to DRaaS.
    3. Product Accounts; Encryption. You are solely responsible and liable for (i) the configuration of the Product and your Product Account, including without limitation designating your own key for the optional encryption of Content (understanding that with certain Product types, if you lose your encryption key, you may not be able to access its Content), (ii) the operation, performance and security of your equipment, networks and other computing resources, infrastructure and services used to connect to the Product, (iii) ensuring all Users exit or log off from the Product at the end of each session, (iv) maintaining the confidentiality and security of your accounts, User ID’s, passwords, encryption keys and personal identification numbers used in conjunction with the Product, and (v) all uses of the Product by you and your Users. You will notify us immediately of any unauthorized use of your Product account or any other breach of security. We will not be liable for any ooss that you may incur as a result of a third party using your passwords or account or your failure to encrypt Content. We reserve the right to review your account to the extent necessary to confirm compliance with applicable Use Levels, and to terminate or suspend your access for overuse and/or misuse. You agree to pay for any overage in excess of permitted Use Levels.
    4. The Product saves a backup of the Content in the Unitrends Cloud as designated by you through the Product web interface. You will not be able to restore files that: (a) have not completed Replicating; (b) have been changed but not yet Replicated or; (c) are not eligible for Replication. We do not make any guarantee, expressed or implied, that the Product will Replicate Content on or off of your premises beyond the particular Content selected by you for Replication in the Product web interface. You are responsible for procuring and maintain all software, hardware, a high-quality uplink to the Internet and other equipment and services necessary to access and use the Product (“Required Infrastructure”). You are responsible for verifying that the necessary files and directories and other infrastructure required to restore specialized software systems, such as databases and other data environments, are being created and are included in the Content that the Product is configured to Replicate.
    5. Backup Monitoring. You must monitor all Replication activity by reviewing any available backup notifications through the applicable Product’s web-based interface and/or other authorized Product tools. You must report to us any errors in executing Replication promptly by web submission, e-mail or telephone. We will provide you with the ability to view the condition of the overall Replication status through the Product’s web-based interface or other tool. It is your sole and exclusive responsibility to verify that the Content you intend to Replicate is accurately backed up and setup in the web-based interface and is being Replicated by the Product and reporting no errors.
    6. Unitrends’ Cloud Replication SLA. We will use commercially reasonable efforts to maintain reliable and redundant infrastructure to store Content in the Unitrends Cloud and complete Replications of Properly Replicated Content via the Product within 72 hours subject to: (a) your use of Required Infrastructure; and (b) other delays that are not caused by Unitrends (such as, but not limited to, telecommunications failures, Third-Party Technology (as defined in the Agreement) and utility outages. If the Product indicates that Content has been successfully Replicated and it is determined that the Content was not Replicated as a direct result of a defect or error with the Product or the Unitrends Cloud, as your sole and exclusive remedy, and our sole liability, we will refund to you the total fees paid by you for the Product Services for the immediately preceding thirty (30) days. Except for the foregoing sentence, we have no liability for any failure of the Content to successfully Replicate.
    7. Retention Periods and Service Schedules. Each Product type can be purchased and/or configured to allow for varying retention periods of the Replicated Content, and other such details, general referred to as “Service Schedules.” Certain Service Schedules may not be available to all customers, depending on various circumstances such as, but not limited to, geographical location.
      • Service Schedules for Unitrends Azure and Unitrends for Servers are set forth in Section 6, below.
      • Service Schedules for Unitrends for PCs are set forth in Section 8, below.
      • Service Schedules for Unitrends for MC are set forth in Section 7, below.
      • Service Schedules for Unitrends Backup Appliances are set forth in the
        Unitrends Service Schedule for Unitrends Cloud Services.
    8. Virtualizations and Fair Use. For those Products that allow for virtualizations, such virtualizations are intended to provide backup, recovery and business continuity functions, but are not intended for extended use in a production environment. Accordingly, we reserve the right to disable virtualizations that extend beyond the period of a documented business continuity event or reasonable, limited testing. In addition, with respect to all Unitrends Products, access and use of the Products are subject to Fair Use policies and prohibit use that:
      • Results in excessive consumption of our resources;
      • Harms our services, networks or other resources, or those of third parties; and/or
      • Circumvents the intended use of the Product.
  3. CUSTOMER CONTENT
    1. Protection of Customer Content. In relation to the Product, both you and Unitrends shall apply reasonable technical, organizational and administrative security measures to keep Content protected in accordance with industry standards. You (or a third party on your behalf, for example, Microsoft Azure) shall retain a current copy of Content outside of the Product. No password-protected system of data storage and retrieval can be made entirely impenetrable and, despite the measures employed, the Products and Content are not guaranteed against all security threats or other vulnerabilities.
    2. Deletion of Customer Content After Termination. If your subscription or right to use the Product is terminated, not renewed, or discontinued for any other reason (collectively, “terminated”), we may, without notice, delete or deny you access to any of your Content and such Content may not be available to you. We shall have no obligation to maintain Content following termination of the Subscription term of a Product. Certain Unitrends Products
      mayprovide for a grace period of up to thirty (30) days following expiration during which you may continue to download Content; you should check the Product details to determine whether a grace period is applicable.
    3. Subpoenas, Court Orders and Other Access to Customer Content. Notwithstanding anything to the contrary contained in any agreement, the parties acknowledge that if an entity (governmental or private) obtains a valid and binding warrant, subpoena, court order or similar directive for disclosure of Content, we will notify you of such requirement unless such notification is forbidden by law, and we will make such disclosure as required by law. Further, if you have designated a person in your Product account to have access to Replicated Content, you hereby grant us the right to give that person access to such Content. You agree to indemnify and hold us harmless from and against any and all claims relating to or arising from our compliance with this provision and related release of such Content.
    4. Additional Data Processing Terms. Products may be configured to designate the geographic region where Content associated with a Product is stored. The Kaseya
      European Data Processing Addendumis incorporated into these Terms if a Product is configured to store Content in the European Economic Area, the United Kingdom or if otherwise agreed by us. If a Product is configured to store Content in the United States and is used to process personal information of California consumers, under the California Consumer Privacy Act of 2018, as amended, and the final regulations thereunder (collectively the “CCPA”), we are a “service provider” with respect to the personal information of California consumers we process. We will not sell such personal information and will not retain, use or disclose such personal information for any purpose other than for the purpose described in these Terms, or as otherwise permitted by the CCPA or applicable law.
    5. End User Terms. If you use or manage a Product on behalf of another entity (a “Client”), if you resell a Product to another entity, or if you authorize a Client to directly use or support a Product, you must ensure that the Client or customer agrees to End User Terms that are substantively similar to the form attached as Exhibit A hereto as part of a valid, enforceable contract between you and the End User.
  4. HARDWARE PRODUCT WARRANTY AND LIMITATIONS
    1. Hardware Product Warranty. Subject to all limitations and disclaimers in these Terms and the Agreement, we warrant that the hardware portion of the Product will conform in all material respects to its published documentation during any period for which you have a valid and paid-up Support contract, provided that the hardware is no older than eight (8) years (“Product Warranty”). Please note that a Support contract may not be available for older hardware units as described in Unitrends’ then-current product lifecycle policy. Your sole and exclusive remedy for any breach of Product Warranty is for us to, in our sole discretion, either: (i) repair or replace (at our option) without charge to you the Product which is not in conformity with the foregoing warranty or (ii) upon our receipt of returned hardware, refund the fees paid by you for the hardware Replacement units may not be identical to the original units, but will be of substantially similar or better functionality. This Product Warranty does not apply to Third-Party Technology (as defined in the Agreement) and is subject to the conditions set forth in subsection (b), below.
    2. Conditions of the Hardware Product Warranty. The Product Warranty is subject to the following conditions: (i) the hardware Product is installed by us, by authorized representatives or in accordance with all of our installation instructions by personnel trained by us; (ii) the hardware Product is running in certified environments as specified in the applicable Documentation for the Product; (iii) you notify us within the Product Warranty period of the breach. The Product Warranty does not cover: any defect or deficiency resulting from: (A) any alteration, repair or maintenance of the hardware by anyone other than us; (B) failing to follow in all material respects our written recommendation or instructions; (C) using or combining the hardware with products or services of others, unless under our direction; (D) any of your designs, specifications or instructions; and (E) or any abnormal physical or electrical stress, or accident, misuse, abuse or other external cause that is beyond our reasonable control.
    3. EXCEPT AS SET FORTH IN THE AGREEMENT (including these Terms), NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE UNITRENDS PRODUCT IS MADE AND ANY AND ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY OR INTEGRITY.
  5. TERMS SPECIFIC TO UNITRENDS BACKUP APPLIANCES.
    1. Application of Section. This Section 5 applies only to Unitrends Backup Appliances.
    2. Backup and Replication. You are responsible for performing regular backups of Content using Unitrends’ on-premise backup appliances to the Unitrends Cloud.
    3. Return of Hardware. If you have purchased hardware under a Unitrends Subscription model, you must return hardware when upgrading or replacing the hardware, as well as at the end of the subscription term. Further, in RMA situations, you may be required to return defective hardware for replacement.
      It is your obligation to remove all data from hardware before returning it.You may contact Unitrends Support to start a return process when needed, and must follow Kaseya’s standard return guidelines, some of which are set forth in the
      Unitrends Software and Hardware Support Handbook.
    4. Evaluation Hardware. If you receive Product for evaluation purposes, you have the right to use the Product in a non-production setting for the “Evaluation Period,” which is described as a date range called the “Effective Date” on a quote or, if not listed, thirty (30) days from the date you receive the Product. You agree to pay all shipping costs needed to return the hardware portions of the Product (and any related equipment) (“Hardware”) at the end of the evaluation. You must contact Unitrends to schedule the return shipment at least three (3) days prior to the end of the Evaluation Period by sending an email to
      [email protected]
      (please reference the evaluation number in the email subject). If the Hardware is damaged during the Evaluation Period or shipment back to Unitrends, you agree to reimburse Unitrends for repair and/or replacement costs of the Hardware . If Hardware is received by you in damaged condition, you must notify Unitrends within three (3) days of receipt by sending an email to
      [email protected]. If you fail to send notification of shipping damage within such 3 day period, it shall be assumed that the damage occurred during the Evaluation Period. If you choose to purchase the Product at the end of the Evaluation Period, you will be invoiced for the then-current list price of the Product. If you decide not to purchase the Product at the end of the Evaluation Period, you must return the Hardware in the original condition and packaging to Unitrends no more than seven (7) days after the end of the Evaluation Period. If the Hardware is not received by Unitrends within the 7-day period, you agree to purchase the Product and you will be invoiced for the Product.
  6. TERMS SPECIFIC TO UNITRENDS AZURE AND UNITRENDS FOR SERVERS
    1. Application of Section.
      This Section 6 applies only to Unitrends Azure and Unitrends for Servers.
    2. Use Outside of the Kaseya Portal. You are being offered Unitrends Azure and Unitrends for Servers outside of the Unitrends portal, pending the expected availability of those Products within the Unitrends portal. A condition of our providing you with Unitrends Azure and Unitrends for Servers is that, at any time upon written notice, Kaseya may require that you transfer your primary use of such Products to be through a Kaseya/Unitrends user interface.
    3. Description of Product and Use. Unitrends Azure and Unitrends for Servers protects Content associated with one or more applications running on a virtual machine controlled by you or End Users (each an “Protected Server”). Protected Systems are designated by you at the time of registration of the Product service subscription. You, and not Kaseya, are responsible for each Protected System environment, including its access, security, rights, structure, configuration and all charges applicable to use of the Protected Systems.
    4. Special Subscription Considerations for Unitrends Azure and Unitrends for Servers.
      • For Unitrends Azure, all Protected Systems covered by the same Product Subscription must have the same Subscription Term and Service Schedule, and must be located in the same Azure region.
      • You are responsible for the proper configuration of Protected Systems so that you can fulfill your obligations to your organization and End Users.
      • If a Protected System is removed from a Service Subscription, no retention will occur and all data will be deleted immediately. It is your responsibility to be conscious of these retention periods and export any data that require prior to its deletion.
      • Unitrends Azure and Unitrends for Servers requires the use of the Datto Backup Agent Software and you hereby agree to the Datto
        Backup Agent Software terms.
      • Unitrends Azure and Unitrends for Servers typically involves and requires an active license from a third party (for example – Unitrends Azure requires a license for Microsoft Azure). Please contact such third parties to purchase such licenses, and to understand the terms and conditions of the licenses.
    5. Access to Protected Systems. You must maintain authorization and access to the Protected Systems in the Azure environment so that Unitrends is regularly able to access it for purposes of providing Unitrends Azure. You acknowledge that Content may not be available or restorable (i) if our access authority to Protected Systems is changed or otherwise restricted (including restrictions due to changes in the Microsoft API, permissions or access guidelines); (ii) due to unavailability of the Protected Systems; and/or (iii) with respect to modifications to the Content that are not captured in the Replication frequency or retention schedule for the Service Schedule chosen.
    6. Service Schedules. Unitrends Azure and Unitrends for Servers will retain backups in the Unitrends Cloud as specified in the Service Schedule you have purchased for as long as the Product is under an active Service Subscription. It is your obligation to understand how retention works under these Service Schedules, including the applicable pruning and roll-up schedules. A summary of some of the available Service Schedules is set forth below; details of the different Schedules are set forth in the product specifications, administrator guides, knowledge base articles and other Unitrends materials, and must be consulted to understand the details of retention and pruning.
    Plan Description
    1-Year Time Based Retention) Incremental data backups are retained for one year on a rolling basis with the oldest backups deleted after one year. Automatic consolidation/roll-ups of backup recovery points is applied on a rolling basis such that, except for the current month, the one year of retained backups consist of monthly recovery points.
    7-Year Time Based Retention Incremental data backups are retained for seven years on a rolling basis with the oldest backups deleted after seven years. Automatic consolidation/roll-ups of backup recovery points is applied on a rolling basis such that, except for the current month, the seven years of retained backups consist of monthly recovery points.
    Infinite Cloud Retention Incremental data backups are retained for an indefinite period of time for as long as the subscription is current. Automatic consolidation/roll-ups of backup recovery points is applied on a rolling basis such that, except for the current month, retained backups consist of monthly recovery points.
  7. TERMS SPECIFIC TO UNITRENDS For MACS
    1. Application of Section.
      This Section 7 applies only to Unitrends for Macs.
    2. Use Outside of the Kaseya Portal. You are being offered Unitrends for Macs outside of the Unitrends portal, pending the expected availability of those Products within the Unitrends portal. A condition of our providing you with Unitrends for Macs is that, at any time upon written notice, Kaseya may require that you transfer your primary use of such Products to be through a Kaseya/Unitrends user interface.
    3. Agent Software. Unitrends for PCs requires the use of agent software, and you hereby agree to the terms of the
      File Protection End User License Agreement, which governs use of the agent software applicable to Unitrends for PCs.
    4. Service Schedules. When a Unitrends for Macs agent is registered on the service, Unitrends backs up changes to files as they occur. Each change is saved as a new version of the file. Unitrends for Macs offers six months (i.e., 180 days) of retention.
  8. TERMS SPECIFIC TO UNITRENDS For PCS
    1. Application of Section.
      This Section 7 applies only to Unitrends for PCs.
    2. Use Outside of the Kaseya Portal. You are being offered Unitrends for PCs outside of the Unitrends portal, pending the expected availability of those Products within the Unitrends portal. A condition of our providing you with Unitrends for PCs is that, at any time upon written notice, Kaseya may require that you transfer your primary use of such Products to be through a Kaseya/Unitrends user interface.
    3. Agent Software. Unitrends for PCs requires the use of the Datto Backup Agent Software and you hereby agree to the Datto
      Backup Agent Software terms.
    4. Service Schedules. Unitrends for PCs offers up to one (1) year of retention under its Time-Based Retention (TBR) model. At any given time, the Product will have available backups as follow, which reflects the pruning and rolling-up of backups:
      • Intra-daily backups for the past seven (7) days;
      • Daily backups for the next seven (7) days (i.e., days 7 through 14);
      • Weekly backups for the current month, and;
      • Monthly backups for only the current year.

Exhibit A
End User Terms
These End User Terms (“Terms“), including any Exhibits, apply to you as the person or entity that owns, licenses, or lawfully controls the data, files or other content (“Content”) with which a Kaseya backup and business continuity product (“Product”) will be used. The term “Kaseya” includes Kaseya affiliates, subsidiaries, and the affiliates of those subsidiaries. Kaseya may provide the Product directly to you, but may also provide it to another entity or person (“Administrator”) who will (a) use and manage the Product on your behalf with your Content; and who may also (b) authorize you to access, use or manage the Product yourself, either through the Product interface or through a portal account, in which case you will be considered an additional authorized Administrator of the Product.

  1. RIGHTS TO THE PRODUCT

    2. You acknowledge that Kaseya 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. The Product may involve the use of third party technology licensed by Kaseya, the use of which is subject to such third parties’ license or other end user customer terms.

  2. KASEYA’s RIGHTS AND RESPONSIBILITIES REGARDING CONTENT
    1. Kaseya’s Use of Content. Kaseya 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 Kaseya Privacy Policy, or as authorized by an Administrator for support.
    2. Kaseya’s Rights. In the event that Kaseya reasonably believes Content or related use of the Product violates these terms, may disrupt or threaten the operation or security of any computer, network, system or the Product, or may otherwise subject Kaseya to liability, Kaseya reserves the right to refuse or disable access to the Product or Content. Kaseya may also take such action pursuant to the Digital Millennium Copyright Act and/or as required to comply with law or any judicial, regulatory or other governmental order or request. Kaseya will use reasonable efforts to contact the Administrator prior to taking such action. Notwithstanding the foregoing, Kaseya may restrict access to any Product or Content without prior notice as is reasonably required to avoid damage or liability to Kaseya or others, or required to comply with the law. In the event that Kaseya takes any such action without prior notice, Kaseya will provide notice to the Administrator thereafter, unless prohibited by law.
    3. Use of Aggregate Data. Notwithstanding anything else in these Terms or otherwise, Kaseya may evaluate and process use of the Product and Content in an aggregate and anonymous manner, meaning in such a way that the individual is not or no longer identified or identifiable and compile statistical and performance information related thereto (referred to as “Aggregate Data”). Kaseya may use, process and share such Aggregate Data with third parties to improve the Products, develop new products, understand and/or analyze usage, demand, and general industry trends, develop and publish white papers, reports, and databases summarizing the foregoing, and generally for any purpose related to Kaseya’s business. Kaseya retains all intellectual property rights in Aggregate Data. For clarity, Aggregate Data does not include any personally identifiable information nor identify any End User or individual.
    4. Right to Change Products. Kaseya may make changes to its Products through updates and upgrades that offer new features, functionality, and efficiencies (“Enhancements“). Kaseya reserves the right to add new Products and Enhancements and to replace or discontinue Products or Enhancements at any time.
    5. Right to Interact with Products.You agree that Kaseya may and you hereby authorize Kaseya to interact remotely with any deployed Product in order to provide the Product, or to test, troubleshoot, protect, update, analyze use of or modify the Product or the environment in which it operates.
  3. ADMINISTRATOR
    1. Kaseya’s Relationship with Administrators. Kaseya will interact with the Administrator(s) you appoint to operate and manage use of the Product with your Content. You expressly agree that Kaseya may rely on the instructions and authorization of the Administrator with respect to use and support of the Product and access and control of your Content. You are not a third party beneficiary of any agreement between Kaseya and an Administrator. An Administrator is not an agent of Kaseya and is not authorized to make any representations or warranties on behalf of Kaseya regarding the Product or its use.
    2. Your Relationship With Administrators. You are responsible for instructing and authorizing the Administrator with respect to use of the Product including backup settings, management, retention and deletion of Content, and transition of Product or Content to a different Administrator, and transition assistance and cooperation upon termination or expiration of any relationship between or among Administrator, you and/or Kaseya.
  4. YOUR DIRECT USE OF A PRODUCT

    5. If the Administrator authorizes you to access or use a Product directly, through the Product interface or through a portal account, you are responsible for all actions you take with respect to use of the Product including backup settings and management, retention and deletion of Content and Kaseya may rely on your instructions as an authorized administrator of the Product. Any support for the Product is provided to you by the Administrator and not directly by Kaseya.

  5. SECURITY
    1. Kaseya’s Security Measures. Kaseya has implemented and maintains physical, technical and administrative measures designed to help secure Content under Kaseya’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 and you acknowledge and agree that despite the reasonable measures employed, the Products and Content are not guaranteed against all security threats or other vulnerabilities.
    2. Administrator’s Security Measures. You acknowledge and agree that the Administrator you authorize to manage use of the Product on your behalf has access to and manages your Content. You and/or the Administrator are responsible, and in no event will Kaseya be responsible, for any physical, administrative, or technical controls related to Products or Content not under the exclusive control of Kaseya, including but not limited to local Product access, passwords or other access credentials, LAN or internet connectivity. You and/or the Administrator are responsible for the proper configuration and maintenance of security measures and for determining the security measures appropriate for the Content, including local encryption of sensitive Content.
  6. INDEMNIFICATION

    7. You will defend, indemnify and hold harmless Kaseya from and against any loss, cost, liability or damage, including attorneys’ fees, for which Kaseya becomes liable arising from any claim relating to your Content, including if it a) infringes or misappropriates the intellectual property rights or other rights of a third party; b) violates any applicable law; or c) otherwise is in violation of these End User Terms or the applicable Product Terms of Use.

  7. LIMITATIONS OF LIABILITY

    8. THE PRODUCT, INCLUDING ANY THIRD PARTY COMPONENTS OR TECHNOLOGY, ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KASEYA 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 OR ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. KASEYA DOES NOT WARRANT THAT THE PRODUCT WILL MEET ANY SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF ANY PRODUCT WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

    EXCEPT AS SET FORTH IN KASEYA’S STANDARD AND AUTHORIZED DOCUMENTATION, KASEYA MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE PRODUCT’S COMPLIANCE WITH LAWS AND REGULATIONS SPECIFICALLY APPLICABLE TO ANY USER OR INDUSTRY AND DISCLAIMS ALL LIABILITY ASSOCIATED THEREWITH.

    THE PRODUCT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER RISKS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. KASEYA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

    KASEYA DISCLAIMS ANY DUTIES OF A BAILEE, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, TRANSMISSION OR SHIPMENT OF CONTENT BY OR ON BEHALF OF KASEYA.

    TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT WILL KASEYA OR ANY KASEYA LICENSOR OR SUPPLIER BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR COSTS, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR THE COST OF RECREATING THE SAME, EVEN IF KASEYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL KASEYA BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS.

    NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KASEYA, ANY RESELLER, ADMINISTRATOR OR OTHER PARTY WILL CREATE ANY ADDITIONAL KASEYA WARRANTIES, ABROGATE THE DISCLAIMERS SET FORTH ABOVE OR IN ANY WAY INCREASE THE SCOPE OF KASEYA’S OBLIGATIONS HEREUNDER.