DATTO BACKUP AGENT SOFTWARE LICENSE AGREEMENT
Updated May 2019

This Software License Agreement (“License”) governs your use of Datto backup
agent software, including all updates, upgrades, utilities, and documentation
(collectively, the “Agent Software”). This License is a binding, legal contract
between Datto, Inc. (“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.

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. 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 retain all right, title, interest and
Intellectual Property Rights in the Agent Software. Any comments or suggestions
you provide us regarding the Agent Software or the Datto Product in connection
with which it is used 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, 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 or conflicts with the
number of Machines, type of Machine, or other limitations or specifications
applicable to the Service Subscription for the Datto Product and Machine 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
and the terms applicable to the use of the Datto Product; (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 restriction 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; (ix) use it for
any competitive purpose or to develop a competing product; or (x) prevent any
user from seeing and having to accept the terms of this License.

Machine Data. By installing the Agent Software on a Machine you authorize us to
automatically collect and use data about that Machine, which may include, but
is not limited to, MAC address, NetBIOS ID, operating system, configuration and
applications (“Machine Data”). Machine Data is used to provide and support the
Datto Product and its features, to provide updates to the Agent Software, for
quality assurance purposes and to verify the Agent Software is used in
accordance with this License and the terms applicable to use of the Datto
Product. If you block transmission of Machine Data the Datto Product may not
operate. We may also analyze Machine Data and use of the Agent Software in an
aggregate and anonymous manner to improve our products, develop new products,
compile statistical and performance information and other commercial purposes.

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

Confidentiality. The Agent Software is the confidential information of Datto.
You agree to (a) maintain the Agent Software in strict confidence and not
disclose it to any third party without the prior written consent of Datto,
unless notifying Datto is prohibited by law; and (b) protect the Agent Software
with the same degree of care that you treat your own confidential information
of a similar nature , but not less than a reasonable degree of care. 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. 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 of the State of Connecticut, USA. . 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.

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.

Machine – means a virtual or physical device, including a desktop computer,
laptop or server, (a) using an operating system that is compatible with the
Agent Software; and (b) on which the Agent Software operates.

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.

Service Subscription – means the term during which your right to access, use or
have use of a Datto Product is valid.
