Datto Managed Continuity Services Terms of Use

Updated as of November 10, 2025

These Datto Managed Continuity Services (“MCS”) Terms of Use (“Terms”) govern your organization’s (“you” or “Customer”) use of Datto MCS Services, delivered by the Kaseya NOC Team (“MCS” or the “Services”). These Terms are made a part of, and governed by, the Kaseya Master Agreement accessible here or such other Kaseya master agreement entered into by you and Kaseya (the “Master Agreement”). Kaseya refers to Kaseya US, LLC or the affiliate from which you purchase MCS (“Kaseya,” “us” or “we”). The Master Agreement (along with its referenced documents), these Terms, and all referenced documents therein collectively are referred to as the “Agreement.” Capitalized terms not defined in these Terms have the meaning given to them in the Master Agreement or the MCS Services Guide. By purchasing or using MCS, you agree to be bound by the Agreement.

I Definitions

The following Definitions shall apply to the Services and the Agreement:

“Alerts” means automated notifications sent to the Kaseya NOC Team when a Covered Backup experiences a critical event, such as a service outage or defect.

“Business Impact Assessment” or “BIA” means a document created during Onboarding only for Datto BCDR Devices, that identifies critical workloads, evaluates the financial impact of downtime, and establishes Recovery Point Objectives (RPO) and Recovery Time Objectives (RTO) for each Datto BCDR Device. The BIA may also include exceptions to the standard Services as described in the MCS Services Guide.

“Covered Backup” means a Device or application that you have enrolled in MCS and for which there is an active MCS License.

“Device” means an endpoint device, such as a server, laptop, or virtual Device as set forth on the Services Description.

“MCS Services Guide” or the “Guide” means the current version of the Guide published by Kaseya that describes various details about the Services, including a list of in-scope and out-of-scope activities, MCS procedures, and supported equipment and applications.

“Onboarding” means the process (typically accomplished in multiple sessions) engaged in by the parties to commence the Services.

“Onboarding Summary” means a document that summarizes certain decisions and agreements made mutually by you and Kaseya during Onboarding. The Onboarding Summary may also include exceptions to the standard Services as described in the MCS Services Guide.

“Scoping” means the process engaged in by the Customer and Kaseya prior to execution of an MCS Order during which the parties review the scope of the Services as described in the MCS Services Guide, and discuss any potential exceptions to the Guide.

“Services Description” means, collectively, the BIA, the Onboarding Summary, the MCS Service Guide, and any other mutually agreed upon, authorized and signed document that describes the Services to be provided to you.

“Supported Application” means an RMM, backup or other such application that is of a type and version that Kaseya supports and that is set forth in the Services Description.

II Terms

1. General
   1. General Description.MSC is delivered by the Kaseya NOC Team, and designed to provide managed backup and disaster recovery services for the following Datto backup products:
      • Datto SaaS Protection
      • Datto BCDR Devices (hardware and virtual)
      • Datto Endpoint Backup
      • Datto Endpoint Backup for Servers
      • Datto Backup for Microsoft Azure
   2. Remote Services and RMM Application Suggestions.MCS is provided remotely. As further described in the Services Description, with respect to certain types of Covered Backup, a fully functioning RMM solution that is supported by Kaseya is required for Kaseya to provide certain types of resolution or triage. Each party agrees to notify the other of service outages or other issues that could impact remote access to Covered Backup. Kaseya is not liable for failure to provide Services due to its inability to access the Covered Endpoints remotely. Should the RMM solution fail to function for any reason other than Kaseya’s uncured breach, you must pay for the Services even where the Services cannot be delivered due to the absence of remote access. The level of integration between the Services and RMM solutions varies depending on the RMM Solution, and it is your responsibility to choose among the Supported RMM Solutions based on the level of integration you require.
   3. Scope of Standard Services and Exceptions. The MCS Services Guide describes the scope of standard Services. Where your Services require exceptions to standard Services, such exceptions will be captured in the BIA or Onboarding Summary. Any activities that are not specifically described as in-scope will be escalated back to your organization for resolution. Out-of-scope activities include, but are not limited to: (i) any activity that must be performed on-site; (ii) any issue that requires the help of a third-party supplier and (iii) any issue that cannot be remedied by the Kaseya NOC Team. You are responsible for promptly addressing out-of-scope items.
   2. MCS Service Fees and Licenses.
      1. Licenses and Fees. MCS is provided in exchange for Service fees as set forth on the applicable Order. Onboarding fees also apply, and will be set forth on the Order. Following are the three types of MCS Service Licenses, each with a different Fee structure and License unit type:

      Name of License	Type of Covered Backup	License Unit	License Requirements
      MCS User	SaaS Protection	Per User	Every SaaS Protection User in a Microsoft or Google Tenant for the same Organization must have an MCS User License assigned to it.
      MCS BCDR	Datto BCDR Devices, Datto Endpoint Backup for Servers, or Datto Backup for Microsoft Azure	Per Agent	Every Agent on a Covered Backup asset must have an MCS BCDR License assigned to it.
      MCS Endpoint	Datto Endpoint Backup	Per Agent	Every Agent on a Covered Backup machine must have an MCS Endpoint License assigned to it.

      Fees are paid either monthly or annually in advance unless otherwise agreed to by the Customer and Kaseya.

      2. Under Use and Over Use of Licenses.
         • Should the number of Covered Backup assets fall below the number of active Licenses in a Subscription, you must continue to pay for all Licenses through the Committed Service Term of the Subscription.
         • Should the number of Covered Backup assets exceed the number of active Licenses in a Subscription, you must purchase additional Licenses as needed, either by contacting your Kaseya account manager or, if and when available, purchasing through a Kaseya Portal. Once the necessary Licenses are purchased, you must then contact your Kaseya service delivery manager to request onboarding of those newly-Licensed Covered Backups. Kaseya has the right to invoice for past periods during which the number of Covered Backup assets exceeded purchased Licenses.
      3. Moving MCS Licenses from one Covered Backup Asset to Another. You may move an MCS License from one Covered Backup Asset to another provided that the both Covered Backup Assets use the same type of MCS License. For example, you cannot move a License for Datto SaaS Protection to a Datt BCDR Device. To have such transfer performed, contact your MCS Services Delivery Manager. Please note that it can take up to forty-eight (48) business hours after acknowledgement of your assignment request for Kaseya to authenticate and begin Services on the newly-Licensed Covered Backup asset.
   3. Customer Responsibility and Cooperation.
      1. Customer Cooperation. Successful Services requires your prompt participation and response, and potentially that of your end users. Delays in response can cause risk and the inability of Kaseya to perform the Services. You agree to provide the cooperation and information that Kaseya needs to deliver the Services and to undertake activities as described in the Services Description (collectively, “Customer Cooperation”). Should you fail to take required action within fourteen (14) days with respect to a particular Covered Backup asset, and should such inaction lead to recurring Alerts, Kaseya reserves the right to exclude such Covered Backup from the Services until the issue has been resolved. Kaseya is not responsible for delay or failure in Services where your organization does not meet the Customer Cooperation guidelines.
      2. Alert Contacts. You must properly input and update the name, telephone number and email address of Alert Contacts in the MCS platform. It is your responsibility to ensure that such contacts are correct and current.
   4. Details of Service and Limitation of Liability
      1. Modification of the Services. Kaseya may remove or modify types of Covered Backup, Supported Applications or any other aspect of MCS from time to time based on reasonable grounds such as, for example, a manufacturer’s end-of-support, known bugs, malicious code or vulnerabilities. Where such modification materially decreases the scope of your Services, the parties will work together to re-Scope the Services in a reasonable manner.
      2. Service Level Objectives. MCS response times vary depending on many factors including your environment and expected volume of Alerts. The Service Level Objectives (“SLO”) that apply to your Services are set forth in the Services Description. Please remember, SLOs are objectives and are not hard commitments.
      3. Retention of MCS Information. During a Services Subscription term, Kaseya will retain MCS information for six (6) months after the creation of an MCS ticket. Thereafter, Kaseya reserves the right to delete such information. MCS information is not available for export to you
      4. Limitations of Liability. Kaseya does not guarantee: (i) backup integrity, recovery success or any specific outcome, or; (ii) that all failures of Covered Backups will be detected. The monitoring, management and resolution of issues depends on systems and services outside Kaseya’s control (including customer infrastructure, configurations, networks, power, Customer Cooperation, third-party platforms, and data quality). Except as explicitly agreed to by Kaseya in its authorized documentation (emails or other electronic messaging not included), to the maximum extent permitted by law, Kaseya, its suppliers and other related entities and individuals are not liable for damages arising from or related to the Services, including those stemming from data loss, corruption, unavailability, or delays in recovery. Additional limits on liability and warranties are found in the Kaseya Master Agreement and apply to the Services.