Updated: 4/7/2016

 

DATTO DRIVE TERMS OF USE

These Datto Drive Terms of Use (“Terms” or “Terms of Use”) are an agreement between you and Datto, Inc., on behalf of itself and its affiliates (“Datto” or “we”), regarding the terms that apply to your access to and use of Datto Drive (also referred to in these Terms as the “Product”).

 

PLEASE READ THESE TERMS OF USE CAREFULLY. BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING DATTO DRIVE YOU ARE ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS OF USE.

IF YOU ACCEPT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT COMPANY OR LEGAL ENTITY TO THESE TERMS OF USE AND “YOU” WILL REFER TO THAT COMPANY OR LEGAL ENTITY AS THE ACCOUNT OWNER.

 

If you do not agree to these Terms of Use, you may not access or use Datto Drive.

 

Capitalized words are defined in the last section or when first used throughout these Terms of Use.

 

REGISTRATION AND ACCESS TO DATTO DRIVE

Registration. In order to access and use Datto Drive, you must register for an account by providing true, accurate and complete information on the registration form, including a valid non-personal e-mail address. You agree to promptly update all required registration information throughout your use of Datto Drive in order to keep it accurate and current. Because Datto Drive is intended for business and professional purposes, the domain or subdomain associated with the email address you provide must be owned by a valid business, organization or other legal entity. The first person to register for a Datto Drive account on behalf of an organization (or other legal entity) will be deemed the Administrator for that account and any subsequent registration requests we receive from the same organization (determined by email domain) will be referred to the account Administrator for authorization to become Authorized Users under that organization’s Datto Drive account. An Administrator can authorize additional Administrators and Authorized Users for a Datto Drive account without the need for those parties to register separately. We reserve the right to deny any registration for Datto Drive in our sole discretion at any time for any reason.

 

Hosting Location. Once you register and a valid account for Datto Drive is created, all Content associated with the account will be stored and hosted at one of our data centers determined by the IP address associated with the Administrator who created the Datto Drive account (as reasonably determined from the registration process). Content for Datto Drive accounts associated with IP addresses in the U.S., Canada, Australia/Zealand and Europe will be hosted and stored in the same geographic territory (U.S., Canada, Australia and EEA) as the location of the IP address where the account was created. Content for Datto Drive accounts associated with IP addresses in any other location will be hosted and stored in the U.S. You are the controller of all Content in your Datto Drive account and any access to such Content you allow – either by means of transfer, share or remote access – to or from any geographic area outside the hosted location will be your sole responsibility.

 

Account Access and Activity. You are responsible for all activities that occur in your Datto Drive account, regardless of whether the activities are undertaken by you, by others on your behalf (including your Administrators and Authorized Users) or any third party. You will be deemed to have taken and are responsible for any action that you permit, assist or facilitate any person or entity to take related to your Datto Drive account and these Terms. You must secure and be responsible for your Datto Drive access credentials. If an unauthorized party may be using your Datto Drive account, if your Datto Drive access credentials are lost or stolen, or if you become aware of any other actual or potential breach of security, you should immediately terminate your account. You agree that Datto will not be liable for any loss of any kind you may incur as a result of i) any party using your access credentials; and b) activity within your Datto Drive account, either with or without your knowledge or authorization.

Administrators and Authorized Users. You represent and warrant that we may rely on all instructions and authorizations provided by your Administrators in connection with access to and use of Datto Drive. You are responsible for all acts and omissions of your Administrators and Authorized Users of your Datto Drive account, and any act or omission by any Administrator or Authorized User which would constitute a breach of these Terms of Use, will be deemed a breach by you.

 

CONSENT TO BE CONTACTED

By registering for Datto Drive, you consent to a) being contacted by us for operations messages related to your Datto Drive account and for purposes of sending you promotional communications about Datto and our products and services; and b) our sharing your contact information with one or more of our Partners to contact you about Datto Drive or other Datto products and services. We may also share with our Partners limited information about your Datto Drive account such as when the storage limit for your Datto Drive account may be reached or when any trial period may expire. You may opt out of receiving any promotional communications from us by unsubscribing at [http://pages.datto.com/unsubscribe.html]; however, we reserve the right to cancel any free trial Datto Drive account if you do so. You may not opt out of receiving operational communications from us related to your active Datto Drive account.

 

USE OF DATTO DRIVE

Right to Use. Subject to these Terms of Use and the receipt by Datto of all applicable fees, Datto grants you a limited, revocable, non-sublicenseable, non-exclusive right to access and use Datto Drive in accordance with these Terms of Use and all applicable laws.

 

 

Right to Install Datto Drive Software. Subject to these Terms of Use, you may download Datto Drive software to any computer device or mobile device owned by you in order for your Authorized Users to access your Datto Drive account. If you do not own any such device, you represent and warrant to us that you have the permission and authority of the owner to download Datto Drive software to any such device. Datto Drive software is licensed to you for use with your active Datto Drive account, is not sold and your right to use it terminates upon termination or other expiration of your Datto Drive account

 

Limited Rights. Except for the limited rights granted in these Terms of Use, Datto and its licensors expressly retain all right, title, interest and Intellectual Property Rights in and to the Datto Drive.

 

Ongoing Payment Requirement. The continued right to use Datto Drive requires Datto’s ongoing receipt of payment with respect to such use. Use of any Datto Drive account that is not properly registered and current in payments is deemed unlicensed, and Datto will have no obligation to allow access to or use of the Product.

 

Free Trials. The payment requirement will not apply during any free trial period for Datto Drive. All other provisions of these Terms, as well as any limitations (such as storage limitations) set forth in the free trial offer, will apply during any free trial period.

 

Data Overage and Excess Usage. When your Datto Drive account exceeds its Content storage or other limits your continued right to access and use Datto Drive in excess of those limits will be subject to the payment of additional fees.

 

Premium Services. Certain features or functionalities within Datto Drive are available only as part of a Premium Datto Drive Account. Backup of Content in a Datto Drive account is available only as part of a Premium Account. Unless you are enrolled in and current in payments for Premium Datto Drive Account, you are solely responsible for backing up all Content in your Datto Drive account.

 

Beta Services. Datto may designate certain enhancements to or features of Datto Drive as “Beta Service.” Beta Service will not be ready for use in a production environment and its operation may be unpredictable and lead to erroneous results. You are under no obligation to use a Beta Service. If you choose to use a Beta Service, you agree (i) it is experimental and has not been fully tested; (ii) it may not meet your requirements; (iii) its use or operation may not be uninterrupted or error free and is for purposes of evaluating and testing and providing feedback to Datto. You agree to report promptly to Datto any errors or deficiencies in the Beta Service and will hold all information relating to use and performance of the Beta Service in strict confidence and not disclose such information to any unauthorized third parties. Use of any Beta Service is otherwise subject to these Terms of Use. We may modify, terminate or suspend access to use of any Beta Service at any time. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF USE, ALL BETA SERVICE IS PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. You hereby waive any and all claims, now known or later discovered, that you may have against Datto and its suppliers and licensors arising out of your use of any Beta Service.

 

LIMITATIONS ON RIGHTS OF USE

General Restrictions. You may not nor may you permit or facilitate any third party to: (i) use Datto Drive other than as permitted under these Terms of Use; (ii) remove any Product identification or other notices or proprietary rights notice contained on or in the Product or its Specifications; (iii) access or use Datto Drive in any manner that could damage, disable, overburden, or otherwise interfere with or disrupt your or any other Datto Drive account, or any networks or security systems; (iv) reverse engineer, decompile, disassemble, or attempt to extract the source code from the Product, except to the extent that this restriction is expressly prohibited by applicable law; (v) modify or create derivative works of the Product; (vi) alter any disabling mechanism which may reside in the Product; (vii) assign, sublicense, rent, timeshare, loan, pledge, lease, or otherwise transfer the Product, or directly or indirectly permit any unauthorized third party to use or copy the Product; (viii) conduct, disclose or publicize the results of any form of public benchmarking of the Product; (ix) extract portions of the Datto Software for use in other applications; or (x) access the Product to (1) build a competitive product or service; (2) copy any, or build a product using, similar ideas, features, functions, or graphics of the Product.

 

Limitation on Datto Drive Use/Content. Use of Datto Drive and Content must at all times be in compliance with all applicable foreign, federal, state and local laws, rules and regulations. The Product and Content may not (i) be used to send any unsolicited commercial email or invitation; (ii) be used to request, collect, store, disclose or transfer any unencrypted personally identifiable data (such as payment card numbers or social security numbers) in violation of any applicable privacy law or regulation; (iii) be deceptive, fraudulent, harmful, abusive, harassing, threatening, indecent, obscene, racially, ethnically, or otherwise objectionable, hateful, tortious, libelous, defamatory, slanderous, or otherwise unlawful; (iv) infringe or misappropriate any Intellectual Property Rights or other rights of any third party; (v) be used in a manner which constitutes or encourages conduct that could be a criminal or civil offense under any applicable law or regulation; (vi) contain or be used to transmit or otherwise make available any viruses or similar malicious software that may damage the operation of any computer, network, system or the Product; (vii) violate the terms of any agreement or other terms of use to which you or any Content is subject; or (viii) be used to send materials to individuals under the age of majority in his or her place of residence (“Minors”), or to harm Minors in any way, or that would subject Datto to any local or international law, rule, or regulation governing children’s privacy or otherwise related to protecting Minors.

 

Datto’s Rights. In the event that Datto reasonably believes that Datto Drive use or Content: (i) violates any of the restrictions in the foregoing sections; (ii) may disrupt or threaten the operation or security of any computer, network, system or the Product; or (iii) may otherwise subject Datto to liability, Datto reserves the right to refuse or disable your access to Datto Drive or Content. Datto 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. Datto will use reasonable efforts to contact the Administrator prior to taking such action. Notwithstanding the foregoing, Datto may restrict access to Datto Drive or Content without prior notice as required to comply with law or any judicial, regulatory or other governmental order or request. In the event that we take any such action without prior notice, we will provide notice to the Administrator within a reasonable time, unless prohibited by law.

 

RIGHTS AND RESPONSIBILITIES REGARDING CONTENT

Rights to Content. You are responsible for all Content in your Datto Drive account. You represent and warrant that you have sufficient rights and all third party consents, permissions or licenses in and to any Content as may be necessary and appropriate for use of the Content with Datto Drive. You hereby grant to Datto a limited, royalty-free, non-exclusive, assignable license to copy, use, reformat, disclose, transmit and display the Content solely for the purposes of providing access to and use of Datto Drive according to these Terms of Use.

 

Datto’s Use of Content. As between you and Datto, you retain all of your rights in and to the Content, and Datto does not acquire any rights with respect to Content except as expressly permitted under these Terms of Use. Datto will use the Content only as necessary to provide and support Datto Drive and will not otherwise access or disclose Content other than as permitted under these Terms of Use, or as authorized by an Administrator if needed for support.

 

Datto Drive has features that allow you to control the means by which you allow access to Content in your Datto Drive account. You are solely responsible for all acts and omissions involving Content and access you allow to such Content.

 

THIRD PARTY SERVICES AND APPS

Interaction with Third Party Services. Datto Drive has features that facilitate access to third party sites or applications, including file storage and sharing services offered by third parties (“Third Party Services”). Datto does not endorse, support or control any Third Party Services and is not responsible or liable for such Third Party Services or any losses or errors that result from your use or interaction with any Third Party Service in connection with Datto Drive. You authorize Datto to allow providers of those Third Party Services to access Content in your Datto Drive account as required for the interoperation of such Third Party Services with Datto Drive. You further authorize Datto to access content in Third Party Services as required for the interoperation and use of any Third Party Service in connection with Datto Drive. Datto will not be responsible or liable for any disclosure, modification or deletion of Content resulting from any such access by Third Party Services.

 

Use of Third Party Developed Applications. Third party developers are able to create applications that connect to and enable certain features for use with Datto Drive (“Third Party Apps”). Datto does not endorse, support or control any Third Party Apps and is not responsible or liable for such apps or any losses or errors that result from your use or interaction with any Third Party Apps in connection with Datto Drive. Datto will not be responsible or liable for any disclosure, modification or deletion of content resulting from interaction between Datto Drive and your use of any Third Party App.

 

SECURITY

Datto Drive provides many features designed to allow you to safeguard Content in your Datto Drive account. You are responsible for safeguarding access protocols including user names and passwords. You are strongly encouraged to enable and utilize Content encryption and anti-virus features within Datto Drive.

 

MAINTENANCE AND SUPPORT

Primary support for Datto Drive is available through knowledge base materials. You or we may also refer your support questions for Datto Drive to the Datto Partner that invited you to try Datto Drive or through which you purchase Datto Drive. Support may also be available through community forums, although we do not endorse nor make representations about any materials we do not publish in our Datto Drive knowledge base.

 

Support Authorization. Datto may rely on the instructions and authorizations given by any Administrator for your Datto Drive account, and Datto will have no obligation to inform any other Administrator of the Product of the same.

 

TERM AND TERMINATION

Term. These Terms will apply to you and your right to use Datto Drive will commence when you register and create a valid Datto Drive account and continue in effect as set forth in this Section.

 

Expiration of Trial. Your right to continue to use Datto Drive will terminate at the expiration of any free trial period unless prior to such expiration you agree to convert your Datto Drive account to a paid account purchased through one of our Partners. You may terminate your free trial to Datto Drive at any time by providing us with written notice.

 

Termination. Without prejudice to any other rights, Datto may terminate your right to use Datto Drive in its sole discretion if you fail to comply with any of these Terms of Use, if there has been no activity associated with any free trial account for a period of 30 days or if there is a failure to pay any fees due to Datto for use of the Product. Datto may also terminate your right to use Datto Drive if is discontinued, no longer supported, or if Datto determines in its sole discretion that is not in Datto’s best interest to continue to provide access to Datto Drive to you.

 

Effect of Termination. In the event of termination of your Datto Drive account for any reason you must immediately stop using the Product and securely destroy or uninstall all copies of Datto Drive software on any computers and mobile devices. Datto reserves the right to permanently delete or permanently disable access to all Content in a terminated Datto Drive account, without liability for such deletion, 30 days after termination. It is your responsibility to download, transfer or otherwise secure all Content form your Datto Drive account prior to our deletion of the same. We disclaim all responsibility and you agree that Datto will not be liable for any loss of your Content or any damages arising from our deletion of any Content in your Datto Drive account following termination of your Datto Drive account.

 

UPDATES / CHANGES

Right to Change Datto Drive. Datto reserves the right at any time, in its sole discretion, to make enhancements to, replace, modify, discontinue or add to Datto Drive, including any Datto Drive Software, and all Specifications associated with the use of Datto Drive.

Changes to Terms of Use. Datto reserves the right at any time to modify these Terms of Use. Updated Terms of Use that involve material changes to the previous version will be presented to you for acceptance the next time you access Datto Drive following the update. If you do not agree to any updated Terms of Use, you must terminate your use of Datto Drive immediately. Your continued use of Datto Drive will be deemed your acceptance of such updated Terms.

 

USE OF INFORMATION

Feedback. You may provide voluntary suggestions, innovations, improvements, enhancement requests, recommendations, or other information to Datto regarding Datto Drive (collectively, “Feedback”). If you any provide Feedback to Datto (either directly or through any third party), you agree that Datto may collect, process and use the Feedback for Datto’s business purposes, including for product development, without obligation of any kind. If any license is required under your Intellectual Property Rights to make use of the Feedback, you hereby grant Datto an irrevocable, exclusive, perpetual, royalty-free, transferable license to use, with right of sublicense, the Feedback in connection with Datto’s business, including any Product.

 

Use of Aggregate Data. Notwithstanding anything else in these Terms of Use or otherwise, Datto may evaluate and process the use of Datto Drive and Content in an aggregate and anonymous manner, and compile statistical and performance information related thereto (referred to as “Aggregate Data”). Datto may use and share such Aggregate Data to improve Datto Drive, 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 Datto’s business. Datto retains all Intellectual Property Rights in Aggregate Data. For clarity, Aggregate Data does not include any personally identifiable information nor identify any individual persons.

 

Log Data. Operational data concerning use of Datto Drive, including but not limited to, information servers automatically record relating to the access and use of Datto Drive, such as IP address, authentication tokens, access logs, settings, and authorizations are used by Datto to provide Datto Drive and Datto may use such Log Data without restriction.

 

WARRANTY DISCLAIMER

DATTO DRIVE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATTO DISCLAIMS 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. DATTO DOES NOT WARRANT THAT THE PRODUCT WILL MEET ANY REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

 

DATTO MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF DATTO DRIVE WILL SUPPORT YOUR COMPLIANCE WITH LAWS AND REGULATIONS, INCLUDING ANY LAW OR REGULATION SPECIFICALLY APPLICABLE TO PARTICULAR USER OR INDUSTRY AND DISCLAIMS ALL LIABILITY ASSOCIATED THEREWITH.

 

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

 

DATTO 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 DATTO OR ANY OF AFFILIATES, CONTRACTORS OR AGENTS.

 

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

 

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DATTO OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY 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 DOCUMENTATION OR THE COST OF RECREATING THE SAME ARISING OUT OF THE USE OR INABILITY TO USE DATTO DRIVE, EVEN IF DATTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT , STRICT LIABILITY OR OTHERWISE).

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE CUMULATIVE LIABILITY OF DATTO AND ITS SUPPLIERS/LICENSORS FOR ALL CLAIMS AND DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT OR STRICT LIABILITY) WILL NOT EXCEED AN AMOUNT EQUAL TO THE FEES RECEIVED BY DATTO FOR YOUR USE OF DATTO DRIVE IN THE 6 FULL CALENDAR MONTHS IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED.

 

THESE LIMITATIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS OF USE HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

 

Essential Basis. The disclaimers, exclusions and limitations of liability set forth in the previous Sections form an essential basis of these Terms of Use and have been relied on by both you and Datto. You acknowledge and agree that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of these Terms of Use and the fees due for use of Datto Drive would be substantially different.

 

INDEMNIFICATION

Your Indemnification of Datto. You agree to defend, indemnify and hold harmless Datto, its licensors and affiliates, and the officers, directors, employees and representatives of each of them, from and against all third party claims and all related damages, liability and costs (including reasonable attorneys’ fees) arising out of your (i) breach of these Terms of Use, including any failure to comply with all applicable laws, rules and regulations and rights of third parties in connection with use of Datto Drive or Content; (ii) your negligence, or other acts or omissions resulting, in whole or in part, in a third party claim being asserted against Datto; (iii) your misuse of Datto Drive including any combination of Datto Drive with other products, services or software not provided by Datto; (iv) your use, collection, or any other authorized or unauthorized access to or use of Content. Datto reserves, and you grant to Datto, the right to assume exclusive defense and control of any matter subject to indemnification by you. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms of Use.

 

DMCA

Datto will respond to claims of copyright infringement involving use of Datto Drive if you report such claims to Datto by competing a DMCA Notice.

 

EXPORT CONTROL AND GOVERNMENT USES

Export Control. You may not export, directly or indirectly, any Content (through use of Datto Drive) to any country for which the United States requires any export license or other governmental approval without first obtaining such license or approval. It is your responsibility to comply with such export laws, rules and regulations including the Export Administration Regulations, the International Traffic any in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control.

 

Government Entities. If Datto Drive is to be used in the performance of a government contract or subcontract, no government requirements or regulations will be binding upon Datto unless specifically agreed to by Datto in writing. If you are a U.S. Government entity, Datto Drive is being provided as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101).

 

MISCELLANEOUS

Arbitration / No Class Action. Except as provided below, any and all disputes arising from these Terms of Use will be settled by binding arbitration in accordance with the rules then in effect of the American Arbitration Association. Arbitration must be on an individual basis and neither of us may join or consolidate claims in arbitration or litigate or arbitrate claims as a representative or member of a class. Judgment upon the award rendered by way of such arbitration may be entered in any court having jurisdiction thereof. Costs of arbitration (including reasonable attorneys’ fees) shall be made a part of the arbitrator’s award. The arbitration shall take place in Fairfield County, Connecticut. Notwithstanding the foregoing, each of us retain the right to seek and obtain preliminary and permanent injunctive relief on an individual basis from a court specified in the following section.

 

Governing Law; Jurisdiction; Venue. These Terms of Use will be governed and enforced in accordance with the laws of the State of Connecticut without reference to conflicts of law principles. The Parties agree that the exclusive jurisdiction for any actions connected with these Terms of Use will be in the state and federal courts located in the State of Connecticut, and the Parties hereby agree to submit to the jurisdiction and venue of the courts of the State of Connecticut. These Terms of Use will not be governed by the U.N. Convention on Contracts for the International Sale of Goods.

 

Force Majeure. Any delay in or failure of performance of either party (excluding obligations to pay money for use of the Products) will not constitute a default under these Terms of Use or give rise to any claim for damages to the extent such delay or failure of performance are caused by a force majeure event, including acts of god, fire, flood, explosion, war, strikes, loss of any necessary utility or interruption of power or communications sources or connections, failures in or affecting the performance, use, or availability of the Internet or associated intranets, any computer virus or other malicious code released by a third party, the terrorist, illegal, malicious, wanton, or capricious acts of a third party, changes or modifications in international, national, or industry standards or protocols, and the existence of or changes in laws prohibiting or imposing criminal penalties or civil liability for performance hereunder; provided that, any such delay does not extend beyond 30 calendar days.

 

Severability. If one or more of the provisions herein shall be invalid, illegal, or unenforceable in any respect, each such provision will be deemed modified to the extent necessary and possible to render it valid and enforceable. Notwithstanding the foregoing, the unenforceability or invalidity of any provision will not affect any other provision in these Terms of Use, and the same continue in full force and effect, and be construed and enforced as if such provision had not been included, or had been modified as above provided, as the case may be.

 

No Waiver. Datto’s failure or delay to enforce any provision of these Terms of Use or respond to any breach by you or others will not operate or be construed as a waiver or prevent Datto from taking any permitted action to prevent further breaches.

 

Survival. All provisions of these Terms which by their nature should be deemed to survive (including but not limited to use of information, warranty disclaimer, limitation of liability, indemnification, arbitration/no class action) shall survive termination or expiration of any Datto Drive account or these Terms of Use as applicable to you.

 

Entire Agreement. These Terms of Use and all Specifications constitute the entire understanding of Datto and you with respect to the subject matter hereof, and supersedes all prior and contemporaneous written and oral agreements with respect to the subject matter. No modification of these Terms of Use will be binding on Datto unless it is in writing and signed by both Parties.

 

Construction. The section headings in these Terms of Use are for convenience only, will not be deemed to be substantive and will not be referred to in connection with the construction or interpretation of these Terms of Use. Any rule of construction to the effect that ambiguities are to be resolved against the drafting Party will not be applied in the construction or interpretation of these Terms of Use.

 

DEFINITIONS

“Administrator” means any individual(s) designated by a Datto Drive account owner that controls or manages Datto Drive for or on behalf of the account owner. An Administrator has the ability to add, restrict, control and delete Authorized Users and Content from a Datto Drive account. Each Datto Account may have multiple Administrators and Datto expressly may rely on the authorizations and instructions of any Administrator, until Datto receives instructions to the contrary.

 

“Authorized User” means any individual including Administrators authorized by the Datto Drive account owner to have access and use of the owner’s Datto Drive account.

 

“Content” means files, content or other materials that may be uploaded to a Datto Drive account for storage, sharing, displaying, processing, or communicating among you, Authorized Users, and/or third parties through use of Datto Drive.

 

“Datto Drive” means the software and technology and all Intellectual Property Rights of Datto and its licensors in the Datto Drive service, website, mobile application, software installed on any device, including all features, improvements and Specifications.

 

“Intellectual Property Rights” means all intellectual property rights, however arising and in whatever media, whether or not registered, including patents, copyrights, trademarks, design rights, domain names, trade secrets or other proprietary rights and any applications for the protection or registration of such rights and all renewals and extensions thereof throughout the world.

 

“Partner” means an independent reselling party of Datto Drive. An account owner may appoint a Partner as an Administrator for its Datto Drive account.

 

“Specifications” means any written or electronic policies, documentation, technical or knowledge base publications, as applicable, relating to access, use and support of Datto Drive.

End of terms

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