These SaaS Alerts Product Terms of Use (“Terms of Use“) govern your use of SaaS Alerts (“SaaS Alerts” or the “Product“). For clarity, the Product includes the Kaseya Services related to the Product. By purchasing or using the Product, you agree to be bound by these Terms of Use, which are incorporated into the Kaseya Master Agreement (the “Master Agreement”) available here. Capitalized terms not defined in these Terms of Use have the meaning given to them in the Master Agreement. These Terms of Use and the Master Agreement are collectively referred to as the “Agreement”). If the Master Agreement and these Terms of Use conflict, these Terms will take precedence with respect to the Products. If you do not agree to these Terms of Use, do not register, access or use the Product.
a. “Alerts” means the presentation to you by the Product of security event information deemed by us or by you (as configured by you in the Product) to require action on your part, often urgent action.
b. “Event Data” means the discreet record of Customer Account activity that the Product creates by analyzing Log Data or responses to API queries from the Monitored SaaS Applications.
c. “Log Data” means information provided to us by the Monitored SaaS Application providers regarding actions taken by a your Account when using a Monitored SaaS Application.
d. “Monitored SaaS Application” means the third party application(s) that are monitored by the Product, such as for example, but not limitation, Google Workspace, Microsoft 365 or Salesforce. SaaS Applications are a form of Third Party Technology.
a. General Description.
The Product gathers Log Data from Monitored SaaS Applications (such as, for example, Microsoft O365, Google Workspace and Salesforce) regarding use of such applications. The Product then creates Event Data from such Log Data which is stored by us. The Product will provide MSP Account holders with Alerts based on the Event Data.
b. Right to Use. Subject to your compliance with the Agreement and the receipt by us of all fees applicable to the Product, Kaseya grants you a limited, revocable, non-sublicensable, non-exclusive right and license to access and use the Product in accordance with the Product Documentation. We require that each and every Customer account that is on a domain monitored by the Product have its own license to the Product. For example, if the Product is used to monitor Microsoft 365, a license is required for each and every Microsoft account on that monitored domain, including each Microsoft “guest account.”
c. Third Party Technology. The Monitored SaaS Applications are a form of Third Party Technology for which we have disclaimed liability as described in the Master Agreement. The Third Party Technology is subject to such third parties’ terms. THE PRODUCT REQUIRES FULL ACCESS TO THE MONITORED SAAS APPLICATIONS IN ORDER TO PROVIDE THE EXPECTED MONITORING SERVICES, AND WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY LACK OF ACCESS.
d. End User Terms. If you use or manage the Product on behalf of another entity (a “Client”), if you resell a Product to another entity, or if you authorize a Client to directly use or support a Product, you must ensure that the Client or customer agrees to an enforceable contract between you and such users that has terms with the same substantive rights and obligations as the End User Terms attached as Exhibit A hereto.
e. Authentication Using Google Oauth. If you authenticate use of the Product through Google Oath2.0, the Product uses your Oauth authorization to access data about your Google Workspace suite of services to provide the Product. Such data includes user security data, file data, location data and device data. The Product uses this data to provide security reporting to you and for no other purpose.
a. Use-Based Fees Subject to Minimum Commitment. We require a purchase of a minimum number of licenses, which shall be set forth on your Product Order (“Minimum Commitment”), and you are obligated to pay for such Minimum Commitment throughout the Committed Service Term, also set forth on the Order. You will be required to pay for any additional licenses based on your actual use, which is calculated by us every month. As described in the Master Agreement, Committed Service Terms will automatically renew for subsequent Committed Service Terms of a length equal to the expiring Committed Service Term, and you may cancel and avoid automatic renewal by providing written notice to us at least thirty (30) days prior to the end of the current Committed Service Term.
b. Trial Use. If a Product is being used during a trial, this Agreement shall apply to such use provided that there shall be no payment obligation during the trial period. At the end of the trial period, the trial will automatically be converted to a month to month Subscription with a Minimum Commitment of five hundred (500) licenses unless otherwise agreed to by both you and us. The first month’s billing will also include an onboarding fee, if applicable. We reserve the right to terminate any trial of the Product at any time during the trial period in our sole discretion.
a. General Overview of Special Data. The Product gathers Log Data from Monitored SaaS Applications regarding use of such applications, and creates Event Data from such Log Data. The Product provides Product account holders with Alerts based on the Event Data. You hereby represent and warrant that: (i) you or your customers (as applicable) have sufficient rights in and all required third party consents, permissions or licenses in and to the Log Data as may be necessary and appropriate for use with the Product; and (ii) you authorize us to access and interact with the Log Data to create the Event Data and Alerts.
b. Rights in the Special Data. Except for the limited license granted hereunder: (i) you (or your customer, as applicable) retain any existing rights in and to the Log Data, and; (ii) we retain all rights in and to the Event Data and Alerts.
c. Retention of Content. During the term of a Subscription, the most recent twelve (12) months of Event Data and Alerts and will be retained by us and available for review and export through the Product. Thereafter, Event Data and Alerts will be deleted on a rolling basis, daily. Upon termination of a Subscription, all Event Data and Alerts related to your Product Account will be deleted and no longer be accessible or available for export.
d. Location of Data. All data associated with the Products, including Administrative Data, Aggregated Data, Event Data, Log Data and Alerts are stored in the United States or European Union, as determined by you upon Product configuration, regardless of where you, your customer and/or Monitored Applications may reside, be stored or hosted. You are responsible for securing the necessary consents related to the hosting location of such information. The provisions regarding data privacy and personal information set forth in the Master Agreement apply to the Product.
Kaseya provides the SaaS Alerts products and services (“Products”) that are used to monitor the data, files and other information associated with third party SaaS Applications such as Salesforce, Microsoft 0365 and Google Workspace (“Monitored SaaS Applications”). The Product gathers “Log Data” from the Monitored SaaS Applications regarding use of the Monitored SaaS Application. The Product then creates “Event Data” from such Log Data, which is stored by Kaseya during a Subscription Term for up to one (1) year. The Product will provide information about the Event Data for review by the administrator of the Product in the form of “Alerts.” Kaseya uses Log Data, Event Data and Alerts, in its reasonable discretion such as, for example, to provide the Services, the improvement of the Product, research and analysis. Kaseya does not access or process customer data stored on or created through the Monitored SaaS Applications (such as, for example, emails or files shared on a drive). Should Kaseya share Log Data, Event Data and/or Alerts with third parties, Kaseya shall anonymize such data.
These Customer Terms (“Terms”) apply to you as the person or entity that owns, licenses, or lawfully controls the Monitored SaaS Application (“you” or “Customer”). Kaseya does not provide the Product directly to you. The Product is sold and provided by Kaseya directly to the reseller/managed service provider who will use and manage the Product on your behalf (“Administrator”).
You acknowledge that Kaseya and its licensors own all intellectual property rights in and to the Product, the Event Data and the Alerts. You will not engage in or authorize any activity that is inconsistent with such ownership. The Product is used in conjunction with third party technology, such as the Monitored SaaS Applications and potentially API integrations that are not created or controlled by Kaseya (“Third Party Technology”). The use of Third Party Technology is typically subject to such third parties’ license terms or other terms. Kaseya has no responsibility or liability regarding the Monitored SaaS Applications or other Third Party Technology, which is licensed separately from the Product.
a. Kaseya’s Rights. In the event that Kaseya reasonably believes Product use violates these terms, may disrupt or threaten the operation or security of any computer, network, system or the Product, may subject Kaseya to liability, or may subject Kaseya or any third party to damage, Kaseya reserves the right to refuse or disable access to the Product. Kaseya may restrict access to the Product as required to comply with law or any judicial, regulatory or other governmental order or request. Kaseya will use reasonable efforts to contact the Administrator prior to taking such action.
b. Aggregated Data. Aggregated is a data processing technique that removes or modifies personally identifiable information and results in data that cannot be associated with any individual or Customer organization (“Aggregated Data”). Kaseya may compile, evaluate and process Aggregated Data to: provide the Products; provide insights to our customers; create trend analysis and other similar analysis; develop and publish white papers, reports, and databases summarizing the foregoing, and; generally for any purpose related to our business. Kaseya shall own all rights, title and interest in and to such Aggregated Data and other statistical information.
c. Right to Change Products. Kaseya may make changes to its Product through updates and upgrades that offer new features, functionality, and efficiencies (“Enhancements”). Kaseya reserves the right to add new Products and Enhancements and to replace or discontinue Products or Enhancements at any time.
a. Kaseya’s Relationship with Administrators. Kaseya will interact with the Administrator(s) to operate and manage use of the Product. You expressly agree that Kaseya may rely on the instructions and authorization of the Administrator with respect to use and support of the Product. You are not a third party beneficiary of any agreement between Kaseya and an Administrator. An Administrator is not an agent of Kaseya and is not authorized to make any representations or warranties on behalf of Kaseya regarding the Product or its use.
b. Your Relationship With Administrators. You are responsible for instructing and authorizing the Administrator with respect to use of the Product including access, management and transition assistance upon termination of any relationship between or among Administrator, you and/or Kaseya.
If the Administrator authorizes you to access or use a Product directly, through the Product interface, you are responsible for all actions you take with respect to use of the Product including settings, management, monitoring, and actions or non-action taken in response to Alerts. Kaseya may rely on your instructions and authorizations as an Administrator of the Product. Kaseya reserves the right to provide support only to the primary Administrative account associated with your business entity.
a. Kaseya’s Security Measures. Kaseya has implemented and maintains physical, technical and administrative measures designed to help secure the Product against accidental or unlawful loss, access or disclosure. However, no password-protected system of data storage and retrieval can be made entirely impenetrable and you acknowledge and agree that despite the reasonable measures employed, the Products are not guaranteed against all security threats or other vulnerabilities.
b. Administrator’s Security Measures. You and/or the Administrator are responsible, and in no event will Kaseya be responsible, for any physical, administrative, or technical controls related to Products or Content not under the exclusive control of Kaseya, including but not limited to the Monitored SaaS Applications, passwords or other access credentials, and LAN or internet connectivity.
You will defend, indemnify and hold harmless Kaseya from and against any loss, cost, liability or damage, including attorneys’ fees, for which Kaseya becomes liable arising from any claim relating to your acts, omissions, equipment or computing environment.
THE PRODUCT, INCLUDING ANY THIRD PARTY TECHNOLOGY RELATED THERETO, ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SA DISCLAIMS ANY AND 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. KASEYA DOES NOT WARRANT THAT THE PRODUCT WILL MEET ANY SPECIFIC REQUIREMENTS, THAT THE PRODUCT WILL PROPERLY ALERT TO ALL RELEVANT ACTIVITY OR MALICIOUS EVENTS OR THAT THE OPERATION OF ANY PRODUCT WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
KASEYA MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE PRODUCT’S COMPLIANCE WITH LAWS AND REGULATIONS SPECIFICALLY APPLICABLE TO ANY USER OR INDUSTRY AND DISCLAIMS ALL LIABILITY ASSOCIATED THEREWITH.
THE PRODUCT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER RISKS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
KASEYA 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 EVENT DATA OR ALERTS.
TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT WILL SA OR ANY SA LICENSOR OR SUPPLIER BE LIABLE FOR ANY DIRECT, 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 THE COST OF RECREATING THE SAME, EVEN IF SA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL KASEYA BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR FOR AMOUNTS GREATER THAN FEES PAID TO SA FOR THE USE OF THE PRODUCT INSTANCE THAT GIVES RISE TO A CLAIM DURING THE SIX (6) MONTHS PRIOR TO THE DATE THAT THE CLAIM AROSE.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KASEYA, ANY RESELLER, ADMINISTRATOR OR OTHER PARTY WILL CREATE ANY ADDITIONAL SA WARRANTIES, ABROGATE THE DISCLAIMERS SET FORTH ABOVE OR IN ANY WAY INCREASE THE SCOPE OF KASEYA’S OBLIGATIONS HEREUNDER.
