The Kaseya Master Agreement is the standard contract between Kaseya and every entity that buys Kaseya, Datto, Unitrends or other Kaseya-affiliate products. Buying or using Kaseya Products, or clicking to accept, forms the contract. The date of acceptance is the “Effective Date”.[1] The Agreement incorporates the Product Terms of Use listed in §1 and any executed Order forms. Customers have no right to buy, use or resell Products other than under these terms.[1] The version retrieved is marked “Updated as of October 7, 2025”.
For a software asset manager, the Agreement matters for four reasons. It fixes the entitlement shape: a licence count for a term. It sets how that count may change during the term and at renewal. It lets Kaseya bill overuse without an audit. And it sets out how MSPs and their customers divide rights.
Editions
The Agreement has no editions. One text covers all customers, and the Kaseya affiliate that contracts is set by the billing address in Exhibit A.[1]
| Billing address | Kaseya contracting entity |
|---|---|
| United States | Kaseya US, LLC |
| United Kingdom, Channel Islands, Isle of Man, Gibraltar, certain Crown Dependencies | Datto Europe Limited |
| The Netherlands | Datto Nederland B.V. |
| Germany | Kaseya International Deutschland GmbH |
| Canada | ITG Software ULC |
| Australia | Kaseya Australia Pty Ltd. |
| India | Kaseya Software India Private Limited |
| All other countries where products are certified and export is allowed | Kaseya Limited |
Customers purchasing from Upstream AB contract with Upstream AB wherever they are located.[1] Exhibit A “is subject to change upon notice to you at any time”. The Agreement is governed by Delaware law, with exclusive jurisdiction in Miami-Dade County, Florida.[1]
Order of precedence. The documents are to be read consistently. In an irreconcilable conflict, “the Kaseya Order forms will control over the Product Terms of Use and the body of this Agreement, and the Product Terms of Use will control over the body of this Agreement”.[1] Catalog proof: Orders prevail over Product Terms of Use, which prevail over the Agreement body.
Metrics
The Agreement’s unit is the License Unit. A License is “the right to use a Product pursuant to the terms of this Agreement and as defined in the applicable Specifications”. Licenses are measured by License Units, which “may be measured by storage amounts, seats, protected endpoints, or other method of measurement”.[1] Specifications include knowledge base articles, user manuals, technical data sheets and price sheets. Kaseya is bound only by the current Specifications.[1] Help-centre descriptions of what consumes a licence are therefore part of the contractual definition, and they can change.
Counting / floors
Grant (§2). Kaseya grants “a non-sublicensable, non-exclusive, revocable, nontransferable right to use a Product as provided during the applicable Committed Service Term for the number of License Units you have purchased”.[1] A License may not be transferred, shared with other entities or End Users, or used simultaneously with others unless the Product Terms or Specifications allow it.[1] Catalog proof: Licenses may not be transferred, shared or used simultaneously.
Quantity changes (§2). Depending on the product, either quantities may be increased but not decreased during a term, or licences added in the user interface or consumed automatically are variable usage and may be reduced later, “but never below the Committed Minimum Quantity (CMQ)”. If the Product Terms of Use do not say CMQ applies, quantities cannot decrease during the term.[1] A Committed Minimum Quantity is the number originally purchased plus additional licences bought through Orders or the Kaseya Portal store.[1] Buying more during a term therefore raises the floor. Catalog proof: Licence quantities cannot decrease during a term unless CMQ applies; Usage above the Committed Minimum Quantity is variable and can fall back to CMQ.
Overuse and tracking (§2). Customers agree not to exceed the License Units purchased or other limits such as “storage entitlements, bandwidth limitations or endpoint attachments”. If they do, “Kaseya may unilaterally increase License quantities or other limitations to bring you back into compliance”, and such invoices are payable within five business days. Products may track deployed License Units, and the customer consents to that tracking and may not obstruct it.[1] The Agent Software License adds that agents collect Machine Data, including MAC address, NetBIOS ID, operating system, configuration and applications. That data may be used among other purposes to “confirm License compliance”.[5] Catalog proof: Kaseya may unilaterally increase quantities when use exceeds License Units; Products may track deployed License Units and tracking may not be obstructed; Agents collect Machine Data used to confirm License compliance.
Restrictions (§2). Among the listed restrictions, customers may not disclose benchmarking, pen-testing or competitive analysis results. They may not register or remotely manage a Product through a portal other than a Kaseya Portal, or circumvent licence keys or disabling mechanisms.[1] Catalog proof: Benchmark, pen-test and competitive analysis results may not be disclosed.
Virtualization & partitioning
The Agreement’s only virtualization provision is in the list of unsupported uses. Using “a backup Product in a prolonged virtualized production environment instead of as a backup application” is not authorized and voids warranties. The exceptions are a limited testing period and a documented business continuity event.[1] Counting of virtual machines is left to the Product Terms and Specifications. Catalog proof: Backup Products not authorised as a prolonged virtualised production environment.
Cloud / BYOL
The Agreement treats most Products as Kaseya-hosted Subscriptions. For on-premise Licenses the customer “may only deploy or possess the number of copies of Products and Licenses as purchased”.[1] Administrative Data associated with Portal accounts may be hosted in the United States regardless of where Content is hosted.[1] On termination of Subscriptions, Kaseya may permanently delete related Content.[1] Catalog proof: On-premise deployments limited to purchased copies.
Programs
Term, renewal and pricing (§4)
- Committed Service Term. The Order sets the term, licence quantity and Activation Date. The customer agrees to pay fees for the entire term. Terminating early, other than for an uncured Kaseya breach, makes “one hundred percent (100%) of the remaining Fees” due immediately.[1] Catalog proof: Early termination makes all remaining term fees payable.
- Automatic renewal. Subscriptions renew for an equal term “in License quantities equal to the last quantity of the expiring Committed Service Term”. Opt-out or cancellation must be given at least 30 days before the term ends, in the manner Kaseya requires.[1] Licences added during a term therefore carry into the renewal unless the customer acts. Catalog proof: Subscriptions auto-renew for the same term and quantity unless cancelled 30 days ahead.
- Month-to-month subscription. These always renew. Notice in the first 15 days of a month cancels at the end of that month, and later notice at the end of the following month.[1] The Partner First Pledge reintroduced month-to-month contracts for Datto BCDR.[3] Catalog proof: Month-to-month cancellation takes effect at month end or the following month end.
- Price Lock Guarantee. On automatic renewal the price is the previous term’s price plus at most 5% plus the prior-year change in the US Consumer Price Index. Renewals handled through the renewal quote process are mutually agreed and “the Price Lock Guarantee will not necessarily apply”. Month-to-month prices may rise at any time on 30 days’ notice. In all cases Kaseya may adjust for exchange rates, tariffs and similar governmental charges.[1] The Partner First page describes the same cap as applying “for the same committed term and number of licenses”.[3] Catalog proof: Automatic renewal price increase capped at 5% plus CPI.
- Special pricing. Buying under pricing reserved for certain organisation types is a representation of eligibility. If Kaseya finds the customer ineligible, it may charge undiscounted prices going forward or “require that you promptly repay the difference” for past purchases.[1] The CORE Program applies this to government, tribal, education and non-profit buyers. It applies only on new Orders, never mid-commitment.[4] Catalog proof: Special pricing eligibility can be verified and discounts clawed back; CORE Program cannot be applied mid-commitment.
- Payment. Fees are “calculated based on records maintained by us”, are due on receipt of invoice, and are non-refundable except for confirmed billing errors. Invoice disputes must be raised within 30 days, or the claim is waived. Overdue accounts may be charged 2% per month.[1]
Section 4 applies only to direct purchasers. A customer that buys from an MSP, reseller or distributor “must look to the purchasing terms and conditions between you and that third party”.[1] Catalog proof: Customers buying through MSPs or resellers follow that channel purchasing terms.
Onboarding, trials and betas (§2)
A Transition Period at the start of an initial term is not a Trial and does not allow termination at its end. A free Transition Period “does not count toward the length of the initial Committed Service Term”. A ramped-fee period with all licences provisioned at the start does not change the term.[1] During a Trial the Product may not be resold or used by others without written agreement. Beta Products are for internal evaluation only and are Kaseya Confidential Information.[1] Catalog proof: Free Transition Periods do not count toward the initial Committed Service Term; No resale or third-party use during a Trial; Beta Products for internal use only.
FLEXSpend
The Partner First Pledge states that subscriptions “can be moved through the FLEXSpend program”, reallocating spend to other IT Complete products, excluding Kaseya 365. The terms and conditions of the program are not published.[3] Catalog proof: FLEXSpend excludes Kaseya 365 subscriptions.
Managed services and End Users
Resale (§6). Customers are authorized to “market, promote and resell Products as part of your Managed Services offerings to your End Users in the Territory”. They may not resell through additional channels without written agreement, or “rent, timeshare, loan, engage in service bureau activity”.[1] An End User is a person or entity that uses a Product internally, not for resale, and owns or controls the Content processed.[1] MSPs set their own resale prices, and their payment obligations to Kaseya do not depend on collecting from End Users.[1] Catalog proof: Resale permitted only as part of Managed Services in the Territory; No rental, timesharing or service bureau use.
End User Terms. An MSP whose End User will directly use or support Products must obtain the End User’s affirmative agreement to terms substantively the same as the Kaseya End User Terms. It must provide evidence on request.[1] Under those terms Kaseya does not provide Products directly to the End User. The End User is not a third-party beneficiary of the MSP’s agreements, and its rights are “with the entity from which you received the Product”. Its use is limited to internal business purposes.[2] Overages are invoiced to the Kaseya Direct Customer.[2] Catalog proof: Resold Products require End User Terms at least as protective as Kaseya End User Terms; End User overages are invoiced to the Kaseya Direct Customer.
Switching MSPs (§3, §5). An MSP must follow End User instructions, including “the transfer of Subscriptions and associated Content to a different Managed Services provider upon the End User’s request”, to the extent Kaseya permits.[1] Kaseya may assume the MSP’s rights where it holds the End User’s Content in its cloud, the End User asks to move administration, and the MSP is unresponsive.[1] Catalog proof: Kaseya may assume an unresponsive MSP rights to an End User Product.
Support (§10). Kaseya provides technical support “only to those entities that purchase directly from Kaseya”, and only while a Subscription is in effect and paid. It has no obligation to support an MSP’s customers.[1] The Technical Support Policy treats licensing and business issues as outside the scope of support tickets.[6] Catalog proof: Kaseya supports only direct purchasers with an active Subscription.
Audit, termination and assignment
Audit (§14). The customer keeps “all records and documentation evidencing your compliance” for the Term and three years after. Kaseya or its representative may access them to audit on five business days’ written notice during business hours. Kaseya pays for the audit unless the customer owes more than 5% of the total Fees paid in the audited period, in which case the customer pays the reasonable audit cost.[1] No look-back limit or pricing basis for underpayment is stated, beyond Kaseya’s general right to invoice overuse. Catalog proof: Audit on five business days notice; customer pays if shortfall exceeds 5%.
Termination (§5). Either party may terminate the Agreement for convenience on 30 days’ notice. Subscriptions under Committed Service Terms survive as “Trailing Subscriptions” and must still be paid.[1] Kaseya may terminate without a cure period for non-payment not cured within ten days of notice, for breach of the compliance-with-laws section, or for abusive conduct. If Kaseya terminates a subscription for cause, 100% of the remaining fees are due within five days.[1] The Agent Software licence ends with the Service Subscription, and all copies must then be uninstalled or destroyed.[5]
Assignment (§17). The customer may not assign the Agreement or “any rights or obligations hereunder (including with respect to any Order or Subscription)” without Kaseya’s express written consent. Kaseya may assign freely.[1] Catalog proof: Assignment of the Agreement or any Subscription requires Kaseya consent.
Updates (§17). Kaseya may update the Agreement by posting it or messaging a primary account user. Updates take effect 30 days after notice unless the customer objects, “provided that updated Agreements will apply to future purchases or renewals immediately”. On objection, Kaseya chooses between two options. It may refund and terminate the affected subscriptions, or it may keep the previous terms until the end of the current term.[1] Kaseya may also modify or discontinue Products, Product Terms and Specifications at any time, with commercially reasonable efforts to give 30 days’ notice of a material decrease in features.[1] Catalog proof: Updated Agreement terms apply immediately to new purchases and renewals.
Maintenance for perpetual licences. Where legacy perpetual licences exist, the separate Maintenance Policy requires an annual Maintenance Subscription. The subscription auto-renews unless cancelled in writing 30 days before expiry. Reinstatement after a lapse costs all fees for the lapsed period plus 10%.[7] See Kaseya Datto RMM and VSA licensing.
Out of scope
- Confidentiality, data protection, indemnification and warranty provisions, except where they affect licence use.
- The Kaseya Data Processing Addendum and Business Associate Agreement.
- Distributor and reseller agreements that Kaseya signs separately.
- Negotiated deviations in signed Orders.