The Datadog Marketplace (“Marketplace”) enables Datadog customers to purchase products and services offered on the Marketplace (“Marketplace Products”) by third-party vendors (“Marketplace Vendors”). Customer’s access and use of the Marketplace is governed by these Terms of Use and the Marketplace AUP. Capitalized terms not otherwise defined in these Terms of Use will have the respective meanings assigned to them in the Master Subscription Agreement entered into by Customer and Datadog (“MSA”). Datadog may modify these Terms of Use from time to time. Continued use of the Marketplace following the posting of changes will constitute acceptance and agreement to the changes.

1. Marketplace Product Terms

   Customer’s access and use of each Marketplace Product is governed by the applicable end user license agreement, or other terms between the Customer and the Marketplace Vendor providing the Marketplace Product to Customer (“EULA”). For clarity, the Marketplace Products do not form part of the Datadog Services (as defined in the MSA, or if not defined, meaning the services provided by Datadog) and these Terms of Use do not apply to Customer’s use of the Services, which shall continue to be governed by the MSA.

2. Billing

   By purchasing a Marketplace Product, Customer authorizes Datadog to manage and process billing for Customer’s use of the Marketplace Product on behalf of the Marketplace Vendor. Datadog will issue an invoice to Customer based on the Marketplace Vendor’s assessment of Customer’s usage of the Marketplace Product. Customer agrees to make payment for all amounts due and agrees that any fees addressed in the Order between Customer and Datadog for the Services are not eligible for application toward Marketplace Products.

3. Disputes

   In the event of any dispute regarding amounts due or the Marketplace Products, Customer agrees to raise such disputes directly with the Marketplace Vendor and Customer hereby releases Datadog and its Affiliates from any claims, damages, obligations, losses, liabilities, and expenses arising thereof.

4. Marketplace Vendor Access to Data

   A Marketplace Vendor may require access to certain Account Data or Usage Data in order to provide, support, or bill for a Marketplace Product (together, “Customer Marketplace Data”). By purchasing or enabling a Marketplace Product, Customer agrees that it is instructing Datadog to share Customer Marketplace Data with the Marketplace Vendor that is offering the Marketplace Product. Customer agrees that that the Marketplace Vendor is not a Datadog Subprocessor or Ordinary Course Provider (as defined in any applicable Data Processing Addendum or similar agreement between Datadog and Customer) or a Datadog vendor or subcontractor, and that the Marketplace Vendor’s access, use, storage, or processing of Customer Marketplace Data will be governed by the relevant EULA, and not these Terms of Use or any other agreement or terms between Datadog and Customer.

5. Cessation of Offering or Use of Marketplace Products

   1. Datadog or a Marketplace Vendor may remove a Marketplace Product from the Marketplace at any time. Datadog will endeavor, but is not required, to provide reasonable notice of such removal. In the event of such removal, Customer is responsible for discussing any future use, of and payment for, the Marketplace Product directly with the Marketplace Vendor.

   2. In the event that Customer elects to, or is required to, cease use of a Marketplace Product for any reason, Customer agrees to immediately follow all relevant instructions from the Marketplace Vendor to decommission and/or uninstall the Marketplace Product. Datadog shall continue to invoice Customer for any period in which the Marketplace Vendor provides Datadog with Customer’s Marketplace Product usage data regardless of the status of any termination.

6. Disclaimer

   To the maximum extent permitted by law, use of the Marketplace and all products, information, software and services accessed through the Marketplace is provided by Datadog on an “as is” and “as available” basis with no warranties or guarantees whatsoever. Datadog expressly disclaims any and all responsibility or liability related to the Marketplace Products and the Marketplace Vendors’ processing of Customer Marketplace Data. Without limitation, Datadog makes no warranty or guarantee that the Marketplace or any Marketplace Products will: (a) meet Customer’s or any other person’s requirements; (b) operate without interruption; (c) achieve any intended result; (d) be error free; or (e) be secure, be compatible, work with or continue to work with any aspect of Customer’s environment or the Datadog Services.

7. Limitation of Liability

   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (a) IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THE USE OF MARKETPLACE AND/OR ANY MARKETPLACE PRODUCTS; AND (b) IN NO EVENT SHALL DATADOG’S CUMULATIVE AND AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID TO DATADOG BY THE MARKETPLACE VENDOR IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

8. U.S. Government Rights

   The Marketplace is provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Marketplace. If you are using the Marketplace on behalf of the U.S. Government and 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 Marketplace. The terms listed above are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

9. Governing Law

   These Terms of Use will be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, without reference to its choice of law principles. 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.

10. Miscellaneous

    These Terms of Use constitute the complete and exclusive statement of the agreement between the Parties and supersede all proposals, oral or written, and all other communications between the Parties relating to the subject matter of these Terms of Use. In the event any information posted on the Marketplace from time to time conflicts with any provision of these Terms of Use, the applicable provision of these Terms of Use shall control. Any terms and conditions of any other instrument issued by you in connection with these Terms of Use which are in addition to, inconsistent with or different from these Terms of Use shall be of no force or effect. If any provision of these Terms of Use is held invalid or unenforceable, the remainder of these Terms of Use shall continue in full force and effect. You agree that a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Datadog will not be responsible for failures to fulfill any obligations due to causes beyond its control. Non-English translations of these Terms of Use are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.