Datadog - End-User License Agreement
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Terms and Conditions
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Definitions. For purposes of this Agreement, the following terms have the
following meanings:

“Account Data” means information about you that you provide to Datadog in
connection with the creation or administration of your, or your organization’s
Datadog accounts, such as first and last name, user name and email address of
an Authorized User or your organization’s billing contact. You shall ensure
that all Account Data is current and accurate at all times, and shall in no
event include Sensitive Information in Account Data. Account Data is subject
to Datadog’s privacy policy, currently available at
https://www.datadoghq.com/legal/privacy/.

“Administrator” means the individual(s) identified in the Account Data as
admin users.

“Affiliate” means, with respect to a party, a business entity that directly or
indirectly controls, is controlled by or is under common control with, such
party, where “control” means the direct or indirect ownership of more than 50%
of the voting securities of a business entity.

“Applicable Law” means any and all governmental laws, rules, directives,
regulations or orders that are applicable to a particular party’s performance
under this Agreement.

“Authorized User” means an individual employee, agent, contractor, or service
provider of you or your Affiliate who has been supplied user credentials for
the Services by you (or by Datadog at your request).

“Environment” means the systems, platforms, services, software, devices, sites
and/or networks that you use for your operations (exclusive of the subscribed
Datadog Services).

“Datadog Services” means the hosted services that Datadog makes available
through the applicable login page (e.g., https://app.datadoghq.com/) and other
web pages designated by Datadog.

“Documentation” means Datadog’s standard user documentation for the Datadog
Services, currently available at https://docs.datadoghq.com/.

“Datadog Materials” means the applicable software, program, web or
downloadable application, driver, configuration file(s), software setting, or
other material being provided or made available to you.

“Intermediary” means a third party marketplace or a Datadog approved reseller
through which the Datadog Services are made available for purchase.

“Malicious Code” means code, files, scripts, agents or programs intended to do
harm, including, for example, viruses, worms, time bombs, and Trojan horses.

“Personal Data” means any information relating to an identified or
identifiable natural person.

“Sensitive Information” means (a) government-issued identification numbers,
including Social Security numbers; (b) financial information; (c) special
categories of personal data subject to Article 9 of the GDPR; (d) personal
data relating to criminal convictions and offenses subject to Article 10 of
the GDPR; (e) protected health information subject to the Health Insurance
Portability and Accountability Act of 1996, as amended; and (f) any other
information that is subject to specific or heightened requirements under
Applicable Law or industry standards. “GDPR” means the General Data Protection
Regulation 2016/679 of the European Parliament and of the Council of 27 April
2016 on the protection of natural persons with regard to the Processing of
personal data and on the free movement of such data, and repealing of
Directive 95/46/EC.

“Subscription Agreement” means the terms and conditions of Datadog’s standard
Subscription Agreement, currently available at
https://www.datadoghq.com/legal/msa/ governing a subscription to the Datadog
Services that permits you or an Intermediary, as applicable, to access and use
the subscribed Datadog Services for your business operations.

1. LICENSE
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Datadog agrees to provide you with a revocable, limited, personal,
non-exclusive, non-transferable, non-sublicensable, limited license to
download, install and use the Datadog Materials in accordance with the terms
of this Agreement. You may not use the Datadog Materials for anything other
than as intended by Datadog. Unless otherwise agreed by the parties in
writing, you are prohibited from accessing or using the Datadog Materials if
you are or may become a direct competitor of Datadog. Any such access or use
may be suspended or terminated by Datadog at any time and without notice.

2. RESTRICTIONS
---------------

A. You agree NOT to, and you will not permit others to, use the Datadog
   Materials to (a) enable any unauthorized person or entity to access and use
   the Datadog Materials; (b) modify, copy or create any derivative work based
   upon the Datadog Materials or any portion, feature or function of the
   Datadog Materials; (c) resell, distribute or otherwise make available the
   Datadog Materials to any third party, including as part of a managed
   services offering; (d) reverse engineer, disassemble or decompile all or
   any portion of, or attempt to access, discover or recreate the source code
   for, the Datadog Materials; (e) access or use the Datadog Materials in
   order to (1) copy ideas, features, functions or graphics, (2) develop
   competing products or services, or (3) perform competitive analyses; (f)
   remove, obscure or alter any proprietary notice related to the Datadog
   Materials; (g) send or store Malicious Code; (h) use or permit others to
   use the Datadog Materials in violation of Applicable Law; or (i) use or
   permit others to use the Datadog Materials other to support your use of a
   Datadog Service, or as described in this Agreement.

B. You are responsible for violations of the restrictions set forth in this
   section by anyone using the Datadog Materials with your permission or using
   your account for the Datadog Materials on an unauthorized basis. Your use
   of the Datadog Materials to assist another person in an activity that would
   violate these prohibitions if performed by you is a violation of this
   Agreement.

C. Datadog reserves the right, but does not assume the obligation, to
   investigate any violation of this Section or misuse of the Datadog
   Materials. Datadog may report any activity that it suspects violates any
   law or regulation to appropriate law enforcement officials, regulators, or
   other appropriate third parties. Such reporting may include disclosing
   appropriate data originating from or about you. Datadog also may cooperate
   with appropriate law enforcement agencies, regulators, or other appropriate
   third parties to help with the investigation and prosecution of illegal
   conduct by providing network and systems information related to alleged
   violations of these terms.

3. INTELLECTUAL PROPERTY
------------------------

The Datadog Materials, including without limitation all copyrights, patents,
trademarks, trade secrets and other intellectual property rights associated
therewith (“Intellectual Property Rights”) are, and shall remain, the property
of Datadog. You acknowledge and agree that unless otherwise agreed by the
parties in writing, you do not acquire any ownership interest or other rights
in the Datadog Materials. You shall not take any action to interfere with
Datadog’s or its licensor’s ownership of or rights in the Datadog Materials.

4. YOUR SUGGESTIONS
-------------------

By providing feedback, comments, ideas, improvements or suggestions with
respect to the Datadog Materials (collectively, “Suggestions”) to Datadog, you
assign all rights and ownership in those Suggestions exclusively to Datadog
and Datadog shall be free to use, copy, modify, publish, or redistribute the
Suggestions for any purpose and in any way without any credit or any
compensation to you.

5. MODIFICATIONS AND UPDATES TO DATADOG MATERIALS
-------------------------------------------------

Datadog reserves the right to modify, suspend or discontinue, temporarily or
permanently, the Datadog Materials or any service to which it connects, with
or without notice and without liability to you. ‍Datadog may from time to
time, but has no obligation to, provide enhancements or improvements to the
features/functionality of the Datadog Materials, which may include patches,
bug fixes, updates, upgrades and other modifications (“Updates”).

Updates may modify or delete certain features and/or functionalities of the
Datadog Materials. You agree that Datadog has no obligation to (i) provide any
Updates, or (ii) continue to provide or enable any particular features and/or
functionalities of the Datadog Materials to you. In the event Datadog makes
one or more Updates available, you agree to promptly download and install all
Updates and acknowledge and agree that Datadog Materials or portions thereof
may not properly operate should you fail to do so.

You further agree that all Updates will be (i) deemed to constitute an
integral part of the Datadog Materials, and (ii) subject to the terms and
conditions of this Agreement.

6. THIRD-PARTY CONTENT
----------------------

The Datadog Materials may use, display, include or make available third-party
content (including data, information, software and other products or services)
or provide links to third-party websites or services (“Third-Party
Dependencies”).

You acknowledge and agree that Datadog shall not be responsible for any
Third-Party Dependencies, including their accuracy, completeness, timeliness,
validity, copyright compliance, legality, decency, quality or any other aspect
thereof. Datadog does not assume and shall not have any liability or
responsibility to you or any other person or entity for any Third-Party
Dependencies. Third-Party Dependencies and links thereto are provided solely
as a convenience to you and you access and use them entirely at your own risk
and subject to such third parties’ terms and conditions.

7. DATA AND PRIVACY
-------------------

The Datadog Materials may collect data about you, including Personal Data, and
your use of the Datadog Materials. Datadog may use the data collected to
provide and improve its products, and to provide you with support. If the
Datadog Materials collect any Personal Data related to you, Datadog will
process it in accordance with Datadog’s Privacy Policy.

Except for filtering, masking and otherwise removing Sensitive Information, or
as may otherwise be expressly described in the Datadog’s Documentation, or
agreed by the parties in writing, you shall not use the Datadog Materials to
process any Sensitive Information and shall use reasonable efforts to restrict
the inclusion of other Personal Data submitted or otherwise uploaded to the
Datadog Services, including by applying filters, masking, and other tools and
configurations described in the Documentation, including at
https://docs.datadoghq.com/data_security/.

8. YOUR RESPONSIBILITIES
------------------------

If you use the Datadog Materials in connection with the Datadog Services, your
use of those Datadog Services are subject to the terms and pricing in the
applicable Subscription Agreement. You are responsible for payment of any and
all fees incurred as a result of your use of the Datadog Services, whether or
not facilitated through the Datadog Materials, in accordance with the
Subscription Agreement.

Without limiting anything in this Agreement, you agree that you are solely
responsible for configuring any applicable usage and privacy and security
settings in the Datadog Materials.

9. TERM AND TERMINATION
-----------------------

This Agreement shall remain in effect until terminated by you or Datadog, or
earlier termination of your subscription to the applicable Datadog Service.
Datadog may, in its sole discretion, at any time and for any or no reason,
suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from Datadog
in the event that you fail to comply with any provision of this Agreement. You
may also terminate this Agreement by deleting the Datadog Materials and all
copies thereof from your device. Upon termination of this Agreement, you shall
cease all use of the Datadog Materials and delete all copies of the Datadog
Materials from your device.

Termination of this Agreement will not limit any of Datadog’s rights or
remedies at law or in equity in case of breach by you (during the term of this
Agreement) of any of your obligations under the present Agreement.

10. INDEMNIFICATION
-------------------

You agree to indemnify and hold Datadog and its parents, subsidiaries,
affiliates, officers, employees, agents, partners and licensors (if any)
harmless from any claim or demand, including reasonable attorneys’ fees, due
to or arising out of your: (a) use of the Datadog Materials; (b) violation of
this Agreement or any law or regulation; or (c) violation of any right of a
third party.

11. NO WARRANTIES
-----------------

THE DATADOG MATERIALS ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND WITH
ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT
PERMITTED UNDER APPLICABLE LAW, DATADOG ON ITS OWN BEHALF AND ON BEHALF OF ITS
AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS,
EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, WITH RESPECT TO THE DATADOG MATERIALS, INCLUDING ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING,
COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE
FOREGOING, DATADOG PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO
REPRESENTATION OF ANY KIND THAT THE DATADOG MATERIALS WILL MEET YOUR
REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY
OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT
INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE
OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

WITHOUT LIMITING THE FOREGOING, DATADOG MAKES NO REPRESENTATION OR WARRANTY OF
ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OR AVAILABILITY OF THE
DATADOG MATERIALS, OR THE INFORMATION, CONTENT, AND MATERIALS OR PRODUCTS
INCLUDED THEREON; (II) THAT THE DATADOG MATERIALS WILL BE UNINTERRUPTED OR
ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY
INFORMATION OR CONTENT PROVIDED THROUGH THE DATADOG MATERIALS; OR (IV) THAT
THE DATADOG MATERIALS, ITS SERVERS, THE CONTENT, OR E-MAILS SENT FROM OR ON
BEHALF OF DATADOG ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE,
TIMEBOMBS OR OTHER HARMFUL COMPONENTS.

12. LIMITATION OF LIABILITY
---------------------------

Notwithstanding any damages that you might incur, Datadog has no liability
under any provision of this Agreement.

To the maximum extent permitted by Applicable Law, in no event shall Datadog
be liable for any special, incidental, indirect, or consequential damages
whatsoever (including, but not limited to, damages for loss of profits, for
loss of data or other information, for business interruption, for personal
injury, for loss of privacy arising out of or in any way related to the use of
or inability to use the Datadog Materials, third-party software and/or
third-party hardware used with the Datadog Materials, or otherwise in
connection with any provision of this Agreement), even if Datadog has been
advised of the possibility of such damages and even if the remedy fails of its
essential purpose.

13. GOVERNING LAW/VENUE
-----------------------

Except to the extent the issue arising under this Agreement is governed by
United States Federal law, this Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without
giving effect to the choice of law rules of that State. Any legal action or
proceeding arising under or relating to this Agreement shall be brought
exclusively in the state or federal courts located in New York County, New
York, USA, and the Parties expressly consent to personal jurisdiction and
venue in those courts. The Parties agree that the United Nations Convention on
Contracts for the International Sale of Goods are specifically excluded from
application to this Agreement.

14. SEVERABILITY
----------------

If any provision of this Agreement is held to be unenforceable or invalid,
such provision will be changed and interpreted to accomplish the objectives of
such provision to the greatest extent possible under Applicable Law and the
remaining provisions will continue in full force and effect.

15. WAIVER
----------

Except as provided herein, the failure to exercise a right or to require
performance of an obligation under this Agreement shall not affect a party’s
ability to exercise such right or require such performance at any time
thereafter nor shall the waiver of a breach constitute waiver of any
subsequent breach.

16. U.S. GOVERNMENT CUSTOMERS
-----------------------------

If you are using the Datadog Materials on behalf of the U.S. Government, the
Datadog Materials are provided to the U.S. Government as “commercial items,”
“commercial computer software,” “commercial computer software documentation,”
and “technical data” as those terms are defined and used under Applicable Law,
including the Federal Acquisition Regulations and the Defense Federal
Acquisition Regulation Supplement. If these terms fail to meet the U.S.
Government’s needs or are inconsistent in any respect with federal law, you
must immediately discontinue use of the Datadog Materials.

17. EXPORT COMPLIANCE
---------------------

You may not export or re-export the Datadog Materials except as authorized by
United States law and the laws of the jurisdiction in which the Datadog
Materials was obtained.

In particular, but without limitation, the Datadog Materials may not be
exported or re-exported to an individual, or entity, country, or region
identified on the Consolidated Screening List, available at
https://www.trade.gov/consolidated-screening-list or to any individual or
entity in Russia or Belarus (“Sanctions Target”).

By installing or using any component of the Datadog Materials, you represent
and warrant that you are not located in, under control of, or a national or
resident of any Sanctions Target.

18. AMENDMENTS TO THIS AGREEMENT
--------------------------------

Datadog reserves the right, at its sole discretion, to modify or replace this
Agreement at any time. If a revision is material we will provide at least 30
days’ notice prior to any new terms taking effect. What constitutes a material
change will be determined at our sole discretion.

By continuing to access or use our Datadog Materials after any revisions
become effective, you agree to be bound by the revised terms. If you do not
agree to the new terms, you are no longer authorized to use the Datadog
Materials.

19. ENTIRE AGREEMENT
--------------------

The Agreement constitutes the entire agreement between you and Datadog
regarding your use of the Datadog Materials and supersedes all prior and
contemporaneous written or oral agreements between you and Datadog or any
Datadog affiliate or subsidiary.

You may be subject to additional terms and conditions that apply when you use
or purchase other Datadog Services.

20. NOTICE
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All notices or communications required or permitted in connection with the
Datadog Services shall be made pursuant to the notice terms under the
applicable Subscription Agreement. All other notices shall be made as set
forth below. Notices shall be made in writing and shall be deemed to be
sufficiently given two business days after being sent, unless the sender has
knowledge that such notice was not received.

a. To Datadog For notices or communications to Datadog, you may contact, as
   appropriate, (i) support@datadoghq.com, or (ii) legal@datadoghq.com.

b. To You For all other notices or communications to you, Datadog will
   contact: (i) your Administrator via email, or (ii) for notices not specific
   to you, through the Datadog Materials or Datadog Services.
