Additional Resale Terms

These Additional Resale terms are hereby incorporated into Datto Reseller Agreement for the resale of all Products involving the use of StorageCraft, Kroll or Paragon software.

StorageCraft Minimum Provider Terms

1. “StorageCraft Software” means the software licensed by Datto from StorageCraft Technology Corporation, Draper, Utah (“StorageCraft”) and that is available with or and as part of certain Products.
2. Use of StorageCraft Software. Reseller acknowledges and agrees that the StorageCraft Software may be used only as follows: (a) in connection with the use of a Product and not on a standalone basis; (b) in a manner authorized by and consistent with these terms and (c) pursuant to a written Agreement between Reseller and a Content Owner.
3. Reseller acknowledges and agrees to the following:
   • The StorageCraft Software is owned by and licensed from StorageCraft.
   Reseller shall offer or provide use of the StorageCraft Software only to Content Owners as part of a Product.
   • StorageCraft’s copyright, trademark, or other proprietary rights notices contained in or on the StorageCraft Software or within the Product will not be modified, removed, or obscured.
   • StorageCraft disclaims, to the extent permitted by applicable law, all warranties by StorageCraft and any liability by StorageCraft or its suppliers for any damages, whether direct, indirect, or consequential, arising from the use of the StorageCraft Software, except as provided in the applicable End User License Agreement.
   • Upon termination of any Agreement between Reseller and a Content Owner, Reseller will use its best efforts to remove and/or deactivate all copies of the StorageCraft Software from all Content Owner computers on which it has been installed and ensure that any Content Owner or Administrator returns or destroys any media containing the StorageCraft Software.
   • In the event of nonpayment of fees to Reseller for services under the Content Owner Agreement, the Content Owner’s use of the StorageCraft Software may be suspended or terminated.
   • In the event that the Reseller’s right to use the Product that includes the StorageCraft software terminates, the relevant portion of the Agreement with the Content Owner will terminate.
   • Reseller will include in all Agreements with Content Owners the terms labeled “MSP Services Agreement Minimum Customer Terms” which can be found in Exhibit A to the Datto BCDR Product Content Owner Terms.

“Kroll Software” means that software licensed by Datto from Kroll Ontrack Inc., Eden Prairie, Minnesota (“Kroll”) and that is available in connection with the use of certain Products.

“Kroll Solution” means Kroll Software available for use with the Product. Use of Kroll Technology. Reseller acknowledges and agrees that the Kroll Software may be used only as part of the Kroll Solution. Reseller shall not market, license, sublicense and/or distribute the Kroll Software, or any of the technology incorporated in the Kroll Software, in standalone form, either electronically or otherwise and shall resell the Product only in a manner authorized by and consistent with this Agreement. Reseller shall not license the Kroll Software to Content Owners for use in a hosted environment or as software as a service (SaaS). Reseller acknowledges and agrees:

Reseller shall offer use of the Kroll Software to Content Owners only as part of the Kroll Solution.

Reseller shall market and distribute the Kroll Solution only and solely under the name of Datto and not under the name of the Reseller or any other third party.

Reseller shall protect Datto’s and Kroll’s proprietary rights in the Kroll Software to at least the same degree as the terms and conditions of this Agreement.

Reseller shall not reverse engineer, reverse compile, or disassemble the object code for the Kroll Software or any third party components of the Kroll Solution.

Reseller shall make no representations or warranties on behalf of Datto or Kroll.

Reseller is not granted any rights beyond the scope of this Agreement.

Reseller shall distribute the Product with the Kroll EULA as provided by Datto.

Reseller shall not distribute the Kroll Software as part of the Kroll Solution, either directly or indirectly, to any Customer unless such Customer is subject to the Kroll EULA.

Reseller acknowledges and agrees that Datto may provide Kroll with reasonable access to this Agreement provided that Reseller may request that Datto redact such portions of this Agreement deemed necessary to preserve confidentiality.

“Paragon Software” means that software licensed by Datto from Paragon Software Group Corporation, Irvine, California (“Paragon”) and that is available in connection with the use of certain Products.

Use of Paragon Technology. Reseller acknowledges and agrees that the Paragon Software may be used only as part of the Product. Reseller shall not market, license, sublicense and/or distribute the Paragon Software, or any of the technology incorporated in the Paragon Software, in standalone form, either electronically or otherwise and shall resell the Product only in a manner authorized by and consistent with this Agreement. Reseller acknowledges and agrees:

Reseller shall offer use of the Paragon Software to Content Owners only as part of the Product.

Reseller shall protect Datto’s and Paragon’s proprietary rights in the Paragon Software to at least the same degree as the terms and conditions of this Agreement.

Reseller shall not reverse engineer, reverse compile, or disassemble the object code for the Paragon Software or any third party components of the Paragon Software.

Reseller shall make no representations or warranties on behalf of Datto or Paragon.

Reseller is not granted any rights beyond the scope of this Agreement.

Reseller shall distribute the Paragon Software as part of the Product with the Paragon EULA.

Reseller acknowledges and agrees that Datto may provide Paragon with reasonable access to this Agreement provided that Reseller may request that Datto redact such portions of this Agreement deemed necessary to preserve confidentiality.