DATTO LINUX BACKUP AGENT SOFTWARE LICENSE AGREEMENT
January 2017

This Software License Agreement (“License”) governs your use of Datto backup 
agent software, including all updates, upgrades and documentation (collectively, 
the “Agent Software”).   This License is a binding, legal contract between 
Datto, Inc. or a Datto, Inc. affiliate based on your location (“Datto”, “we” or 
“us”) and you.        

The Agent Software is installed on a Machine to be backed up using a Datto 
Product enrolled in a valid Service Subscription.  Use of the Agent Software is 
subject to a) this License; and b) the Product Terms of Use for the Datto 
Product, which, as applicable, are hereby incorporated by reference.  Any 
capitalized terms not defined at the end of this License will have the same 
meaning as in the Product Terms of Use.   

By clicking “I AGREE” below, or by downloading, installing, accessing, or using 
the Agent Software, or any portion thereof, you are agreeing to and will be 
bound by the terms of this License and the applicable Product Terms of Use.  If 
you agree on behalf of a business or organization, you represent and warrant 
that you have the authority to bind that business or organization to the terms 
of this License and your agreement will be treated as the agreement of the 
business or organization.  If you agree on behalf of another party, you hereby 
represent and warrant that you are authorized as that party’s agent to do so. If 
you do not agree to the terms of this License, you may not install, access or 
use the Agent Software.   

Ownership and Limited Rights.  The Agent Software, including all Intellectual 
Property Rights therein, is owned by Datto or its licensors and is protected by 
copyright, patent, trade secret and/or other intellectual property laws. The 
Agent Software is licensed, not sold.  Except for the limited rights granted in 
this License, Datto or its licensors retains all right, title, interest and 
Intellectual Property Rights in the Agent Software.  Any Feedback provided by 
you regarding the Agent Software may be used by us without restriction.

Open Source.  Any part of the Agent Software that may be subject to an open 
source license is not subject to the terms of this License, but rather to the 
terms of the applicable license that applies to such open source component.  

License Grant. Subject to the terms and conditions of this License, the 
applicable Product Terms of Use for the Datto Product and the receipt by Datto 
of all fees applicable to the Datto Product, Datto grants you a limited, 
revocable, non-sublicenseable, non-transferable, non-exclusive right to install 
and use the Agent Software in its unaltered object code form on a Machine for 
the term of a valid Service Subscription for the Datto Product.  This License 
grant does not include the right to use the Agent Software apart from a Datto 
Product, or in any manner that exceeds the number of Machines, type of Machines, 
or other imitations applicable to the Service Subscription for the Datto Product 
in connection with which the Agent Software is used.   

Restrictions. You may not nor may you permit, facilitate or authorize any third 
party to: (i) use the Agent Software other than as permitted in this License; 
(ii) remove or destroy any copyright notices or other proprietary markings or 
identifications contained on or in the Agent Software or its documentation; 
(iii) access or use the Agent Software in any manner that could damage, disable, 
overburden, or otherwise interfere with or disrupt any Machine, the Datto 
Product, any networks or security systems; (iv) reverse engineer, decompile, 
disassemble, or otherwise attempt to extract the source code from the Agent 
Software , except to the extent such a restrictions is expressly prohibited by 
Applicable Law; (v) copy, modify or create derivative works of the Agent 
Software; (vi) alter any disabling or tracking mechanism which may reside in the 
Agent Software; (vii) sell, assign, sublicense, rent, timeshare, loan, pledge, 
lease, or otherwise transfer the Agent Software, 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 benchmarking of the Agent 
Software; or (ix) prevent any user from seeing and having to accept the terms of 
this License.

Machine ID.  When you download and install the Agent Software we reserve the 
right, and you hereby authorize us, to automatically collect and use the Machine 
ID (which may include MAC address, NetBIOS ID or similar identifying 
information) to uniquely identify any Machine on which the Agent Software is 
used.   We may use Machine ID to provide and support the Datto Product, to 
verify that the Agent Software is used in accordance with this License and the 
Product Terms of Use, and to provide updates to the Agent Software.  You agree 
that you will not block the transmission of Machine ID information. We may also 
analyze Machine ID in an aggregate and anonymous manner, and compile statistical 
and performance information related thereto, consistent with the use of 
Aggregate Data set forth in the Product Terms of Use.

Updates.  The Agent Software may check periodically for updates, upgrades or 
other modifications and download and install them automatically. By accepting 
this License, you agree to receive such updates without any additional notice.

Confidentiality.  The Agent Software is the Confidential Information of Datto 
and is subject to all confidentiality obligations set forth in the Product Terms 
of Use. You acknowledge that any actual or threatened breach of the restrictions 
in this License may cause immediate and irreparable harm to Datto for which 
monetary damages would be inadequate and that injunctive relief would be 
appropriate.

DATTO WARRANTS THAT IT HAS THE RIGHT TO GRANT THIS LICENSE TO THE AGENT SOFTWARE 
AS SET FORTH HEREIN.  OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE 
LAW, THE AGENT SOFTWARE IS PROVIDED “AS IS” AND WE DISCLAIM ALL OTHER 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, COURSE OF PERFORMANCE OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE 
AGENT SOFTWARE WILL MEET ANY SPECIFIC REQUIREMENTS OR THAT ITS OPERATION WILL BE 
SECURE, UNINTERRUPTED, TIMELY OR ERROR-FREE, FREE OF HARMFUL COMPONENTS OR THAT 
ALL ERRORS WILL BE CORRECTED.

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

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE IN NO EVENT WILL WE OR OUR LICENSORS 
BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, 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, ARISING OUT OF THE USE OR INABILITY TO USE THE AGENT 
SOFTWARE, EVEN IF WE HAVE  BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES 
(WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE). 
IN NO EVENT WILL WE BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR 
PRODUCTS.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US 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 OUR 
OBLIGATIONS HEREUNDER.

Term and Termination. The term of this License will begin at the earliest to 
occur of your agreement to this License, or the download or installation of the 
Agent Software, and will remain in effect throughout the term of the valid 
Service Subscription applicable to the Datto Product in connection with which it 
is used.

We reserve the right to terminate this License and your right to use the Agent 
Software if you breach the terms of this License or the Product Terms of Use.  
You may terminate this License at any time by providing written notice to us.

Upon termination, you agree to uninstall and/or destroy all copies of the Agent 
Software.  All license restrictions, confidentiality obligations, disclaimers 
and limitations of liability will survive any termination or expiration of this 
License.  

Evaluation.  If the Agent Software is used in an evaluation or trial of any 
Datto Product, all terms of this License will apply for the purpose and term of 
such authorized evaluation or trial period only, and not for the term of a valid 
Service Subscription for the Datto Product.   We reserve the right to terminate 
any such evaluation use of the Agent Software at any time in our sole 
discretion.  All termination provisions of this License apply upon any 
termination of such evaluation use.    

Governing Law.  This License and any disputes arising from or relating to it 
shall be governed by the laws referenced in, and resolved in the manner set 
forth in, the Product Terms of Use.  This License will not be governed by the 
U.N. Convention on Contracts for the International Sale of Goods.

Enforceability.  If any provision of this License is deemed illegal or 
unenforceable, it will be enforced to the maximum extent permissible, and the 
legality and enforceability of the other provisions of this License will remain 
in full force and effect.  Any waiver or failure to enforce any provision of 
this License will not constitute a waiver of future enforcement of that or any 
other provision.

Government Entities.   The Agent Software is commercial in nature and is being 
provided only as a "Commercial Item" as that term is defined in the U.S. Code of 
Federal Regulations (see 48 C.F.R. § 2.101). 

Export Control. You may not export, directly or indirectly, the Agent Software 
to any country for which the United States or any other country of use requires 
any export license or other governmental approval without first obtaining such 
license or approval. 

Definitions. 

Machine - means a virtual or physical device, including desktop computers, 
laptops and servers, using an operating system that is compatible with the Agent 
Software.

Datto Product – means any product instance of a Datto image based backup and 
business continuity solution, regardless if it involves any hardware provided by 
Datto or if it is provided in virtual or imaged form.

Product Term of Use – means the terms and conditions applicable to the use of a 
Datto Product.

Intellectual Property Rights - means all intellectual property rights, however 
arising and in whatever media, whether or not registered, including patents, 
copyrights, trademarks, service marks, trade names, design rights, database 
rights, domain names, trade secrets or other proprietary rights recognized in 
any country of jurisdiction in the world.

