SERVICE TERMS AND AGREEMENT

RECITALS

A. Datadog markets and licenses a software-as-a-service solution to enterprises which supports the aggregation of IT data streams across a number of services and applications and enables members of the enterprise's operations and development teams to collaboratively visualize, analyze and act upon these data streams.

B. Customer desires to engage Datadog to provide the Services (as defined below) to Customer and its Authorized Users.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises of the parties and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions.

(a) "Access Tools" means, as further described in Exhibit A, the set of application program interfaces (APIs), agents, plug-ins, software and services that Datadog generally makes available to its customers that assist enterprises in retrieving, accessing and/or providing data in connection with the Services.

(b) "Authorized User" means an employee of Customer who is authorized or otherwise designated or permitted by Customer to access and use the Services pursuant to this Agreement.

(c) "Customer Data" means software, data (including Customer Data), text, audio, video, images or other content that Customer and/or any Authorized User run on or through the Services, cause to interface with the Services, upload to the Services, or otherwise transfer, process, use or store in connection with the Services.

(d) "Enhancement" means any correction, modification, customization, revision, enhancement, improvement, update, upgrade, new release or other change that is released generally by Datadog for similarly situated customers of the Services.

(e) "Interface" means the web-based interface hosted by Datadog by which Customer and Authorized Users may access the Services.

(f) "IP Rights" means all rights of a person or business entity in, to, or arising out of: (i) any U.S., international or foreign patent or any application therefore and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) inventions (whether patentable or not in any country), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works, mask works registrations, applications, moral rights, patents, trademarks, trade secrets, and rights of personality, privacy and likeness, whether arising by operation of law, contract, license or otherwise; and (iv) any other similar or equivalent proprietary rights anywhere in the world.

(g) "Services" means the operation of the Software on Datadog's hosting servers or those of its hosting providers intended to enable Customer and Authorized Users to interact with the same via the web.

(h) "Software" means the software applications developed by or for Datadog to support the features and functionality described in Exhibit A, and any Enhancements to such applications made available to Customer and its Authorized Users from time to time. Datadog shall not be obligated to provide Customer any new features or functionality for which Datadog generally charges a separate fee.

(i) "Technology" means any and all know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, computer programs, libraries, user manuals, documentation, products or other technology and materials of any kind, or any Enhancement thereto, used by Datadog in connection with the performance of the Services or the Support, or made available by Datadog to Customer, any Authorized User or any third party. Without limiting the foregoing, Technology includes the products, services and technology makes available through its website at www.datadoghq.com and any other Datadog branded or co-branded websites (including sub-domains, widgets and mobile versions), as well as the Software, Interface and Access Tools.

(j) "Third-Party Content" means software, data, text, audio, video, images or other content that is owned by a party other than Datadog or Customer.

(k) "Unauthorized Use" means any use, reproduction, distribution, disposition, possession, disclosure or other activity, including without limitation any reselling involving any aspect of the Services or Technology that is not expressly authorized under this Agreement or otherwise in writing by Datadog.

(l) "User Identification" means the unique user identification name and password issued or otherwise assigned to each Authorized User for access to and use of the Services through the Interface.

2. Services in General.

Subject to the terms and conditions of this Agreement, Datadog will make the Services available to Customer and Authorized Users during the Term. Datadog may delegate the performance of certain portions of the Services to third parties, provided Datadog remains responsible to Customer for the delivery of the Services. Datadog will, directly or through a hosting provider, host and maintain the Interface, and provide Customer and Authorized User access to the Interface pursuant to password-protected user accounts. Datadog reserves the right to periodically change issued User Identifications. Datadog may in its discretion modify, enhance or otherwise change the Software and/or Interface from time to time.

3. Support.

Subject to the terms and conditions of this Agreement, Datadog will provide the maintenance, support and/or training services, if any, specified in Exhibit A (collectively, the "Support"). Datadog may delegate the performance of certain portions of the Support to third parties, provided Datadog remains responsible to Customer for the delivery of the Support. In the event any Support is not performed with reasonable skill, care and diligence, Datadog will re-perform the Support to the extent necessary to correct the defective performance, and Customer acknowledges that re-performance shall be Customer's sole and exclusive remedy for any defective performance.

4. Additional Services.

Upon Customer's request, and Datadog's agreement during the Term in its discretion, Datadog will provide Customer additional services ("Custom Work"), which may include system integrations not generally provided to similarly situated customers of the Services. Unless otherwise expressly agreed in writing by the parties, any work product, including without limitation object code, source code, flow charts, documentation, findings, ideas and any works and other materials, developed by or for Datadog in providing the Custom Work shall be owned by Datadog and deemed "Technology" for purposes of this Agreement. In the event Datadog agrees in writing that any portion of the Custom Work shall be assigned to Customer, Customer agrees that Datadog shall retain a a non-exclusive, royalty-free, transferable, irrevocable, worldwide license to use, copy, modify and prepare derivative works of any and all components of such Custom Work. In determining whether to undertake proposed Custom Work, and whether to condition performance on the payment of additional fees, Datadog will consider, among other things, whether the requested Custom Work has been included in its product roadmap and development cycles and whether Customer desires to own any portion of the Custom Work.

5. Reference Customer; Case Study.

(a) As of the Effective Date, the Software and Services are in beta form and Customer acknowledges that one of the purposes of this Agreement is to facilitate further refinement and commercial availability of the Software and Services and to obtain information about Customer's and Authorized Users' experience with the Software and Services. Customer and/or Authorized Users are invited to submit comments, suggested improvements or ideas about the Software or Services (collectively, "Ideas"). By submitting any Ideas, Customer and Authorized Users agree that: (i) such disclosure is without restriction and will not place Datadog under any fiduciary or other obligation; (ii) Datadog is free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to Customer and/or any Authorized User and (iii) all right, title and interest in and to the Ideas, including all associated IP Rights, shall be, and hereby are, assigned to Datadog. Customer acknowledges that, by acceptance of Customer's or an Authorized User's submission, Datadog does not waive any rights to use similar or related ideas previously known to Datadog, or developed by its employees, or obtained from sources other than Customer.

(b) Upon Datadog's reasonable request, Customer agrees to serve as a reference customer for Datadog and to participate in a case study or preparation of a white paper relating to Customer's implementation of the Services. Customer agrees to edit and provide other reasonable assistance in the preparation of such a case study or white paper with the intended goal of allowing Datadog to make it publicly available; provided, however, that the case study or white paper will only be made publicly available if Customer is satisfied with its quality. Further, Datadog may list Customer as a customer and use Customer's name and logo on Datadog's website, on publicly available customer lists and in media releases.

6. Prohibited Actions; Suspension.

Customer agrees, and agrees to cause Authorized Users, not to engage in any of the following prohibited actions: (a) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (b) taking any action that imposes, or may impose at Datadog's discretion an unreasonable or disproportionately large load on Datadog's infrastructure; (c) uploading invalid data, viruses, worms, or other software agents through the Services; (d) impersonating another person or otherwise misrepresenting Customer's affiliation with a person or entity; (e) interfering with the proper working of the Services; or (f) bypassing the measures that Datadog may use to prevent or restrict access to the Services. In the event Customer violates any of the terms set forth in this Section, or fails to pay any amount under this Agreement when due, in addition to any other remedies available at law or in equity, Datadog will have the right, in its discretion, to immediately suspend Customer's and Authorized Users' use and access to the Services.

7. Customer Rights and Licenses.

Subject to the terms and conditions of this Agreement, Datadog hereby grants to Customer, during the Term, a nonexclusive, nontransferable, limited right to enable Authorized Users to access and use the Services through the Interface (and to access and use Datadog's technical and operations documentation and Access Tools in support thereof) solely (a) for the Authorized Users' internal use in the regular course of Customer's operations and (b) to furnish Datadog Ideas, and assist in a case study or white paper, pursuant to Section 5.

8. Access Tools; Third-Party Content.

Customer acknowledges and agrees that: (a) the Access Tools may only be used on systems owned, leased or primarily operated by Customer and (b) certain of the Access Tools may include Third-Party Content that is subject to open source license terms that may expand or limit Customers' rights to use such Third-Party Content. Customer agrees to review any electronic documentation that accompanies the Access Tools or is identified in a link provided to Customer to determine which portions of the Access Tools are open source and are licensed under open source license terms, and to find a link over the Internet to the rights and restrictions that apply to such open source software. To the extent any such license terms require that Datadog provide Customer the rights to copy, modify, distribute or otherwise use any open source software in the Access Tools that are inconsistent with the limited rights granted to Customer in this Agreement, then such rights in the applicable open source license terms shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such open source software. Further, Customer acknowledges and agrees that all Third-Party Content is governed by its respective terms and such terms are solely between Customer and the applicable licensor. Customer agrees to comply with such third-party terms (including open source license terms), as applicable, and Datadog has no obligation or liability with respect to Third-Party Content under this Agreement.

9. General Restrictions and Limitations.

(a) Except with respect to certain of the Access Tools, in no event shall Customer be entitled to access or review any object code or source code contained in any Technology. Sections 7 and 8 set forth the entirety of Customer's right to access and use the Services and Access Tools and to make the Services and Access Tools available to Authorized Users, and Datadog reserves all rights to the Services and Technology not otherwise expressly granted in such Sections.

(b) No provision of this Agreement includes the right to, and Customer will not, directly or indirectly: (i) enable any person or entity other than Authorized Users to access and use the Services or Technology; (ii) modify or create any derivative work based upon the Services or Technology; (iii) engage in, permit or suffer to continue any copying or distribution of the Services or Technology; (iv) grant any sublicense or other rights to the Services or Technology; (v) reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any software that is part of the Services or Technology; (vi) access the Services in order to build a competitive solution or to assist any third party to build a competitive solution; (vii) remove, obscure or alter any IP Rights notice related to the Services or Technology; or (viii) engage in, permit or suffer to continue any Unauthorized Use by any person or entity within Customer's control. Customer will ensure, through proper instructions and enforcement actions, that all access to and use of the Services by Customer or Authorized Users', or otherwise through Customer's facilities, equipment, identifiers or passwords, will conform to this Agreement and will be made and used solely for proper and legal purposes, and will be conducted in a manner that does not violate any law or regulation, the rights of any third party or this Agreement.

10. Grant of Rights to Datadog.

(a) Subject to the terms and conditions of this Agreement, Customer hereby grants Datadog a worldwide, non-exclusive, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and make derivative works of the Customer Data in order to provide and support the Services.

(b) Further, Customer agrees that: (i) Datadog may use Customer Data to refine, supplement or test Datadog's product and service offerings; (ii) resulting reports, analyses and improvements to such offerings may be used for the benefit of any or all Datadog customers and in order to promote and market such offerings; (iii) Datadog may retain aggregated and anonymized Customer Data following any termination of this Agreement for use in connection with the activities described in this clause (b); and (iv) Datadog may include aggregated and anonymized Customer Data in any publicly available reports, analyses and promotional materials. Provided it is not attributed or attributable to Customer if and when made publicly available, Customer Data that is aggregated and anonymized shall not be Customer Confidential Information for purposes of this Agreement.

11. Nonexclusivity.

Customer acknowledges that the rights granted to it under this Agreement are nonexclusive, and that, without limiting the foregoing, nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict Datadog's right to (a) license, sell or otherwise make available the Technology or Services to any third party; (b) perform any services for any third party; or (c) license, purchase or otherwise acquire any software, technology, products, materials or services from any third party.

12. Access to Services.

(a) Equipment, Services and Facilities. Customer is solely responsible for providing, installing and maintaining at its own expense all equipment, facilities and services necessary to enable Authorized Users' access and use of the Services through the Interface, including, without limitation all computer hardware and software and Internet access.

(b) Password. Customer will issue a User Identification to enable each Authorized User to access and use the Services through the Interface. Customer is solely responsible for tracking the User Identifications to specific Authorized Users and for ensuring the security and confidentiality of all User Identifications. Datadog has no liability with respect to the use of User Identifications, including any Unauthorized Use. Use of any User Identification other than as provided in this Agreement will be considered a breach of this Agreement by Customer.

(c) Limited Access; Changes. Datadog reserves the right at any time and without prior notice to Customer to limit Customer's and Authorized Users' access to and use of the Services in order to perform repairs, make modifications or as a result of circumstances beyond Datadog's reasonable control. Datadog may alter or modify all or part of the Services from time to time. Such alterations and modifications, or both, may include without limitation the addition or withdrawal of features, products, services, software or changes in instructions. No service levels or standards are guaranteed or, except as expressly set forth herein, made in this Agreement.

(d) Security. Datadog has implemented commercially reasonable technical and organizational measures designed to secure Customer Data from accidental loss and from unauthorized access, use, alteration or disclosure, and each hosting provider for the Services has or will have similar contractual obligations to Datadog.

(e) Data Location; Standards. All Customer Data will be stored in the U.S. Datadog does not represent, and expressly disclaims, that it meets the standards for operational compliance or certification in any specific area, including any government or industry-association requirements such as the Health Insurance Portability and Accountability Act (HIPAA), Gramm-Leach-Bliley Act (GLB), the Payment Card Industry Data Security Standard (PCI DSS) or Statement on Auditing Standards No. 70 (SAS 70).

(f) Right to Monitor. Datadog will have the right (but not the obligation) to review and monitor all use of the Services to ensure (i) proper operation and/or maintenance of the Services and (ii) compliance with all of the terms of this Agreement.

13. Compensation.

(a) Fees and Expenses. Customer will pay to Datadog the amounts set forth on Exhibit A. Datadog will invoice Customer for all amounts due and payable, and Customer shall pay all amounts invoiced within 30 days of the date of Datadog's invoice.

(b) Interest. Any amount not paid when due will bear interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, computed and compounded daily from the date due until the date paid. Further, in the event of any action by Datadog to collect any amount not paid when due, Customer will pay or reimburse Datadog's costs of collection (including, without limitation, any attorneys' fees and court costs).

(c) Taxes. Fees do not include sales tax, if applicable. Customer will pay or reimburse all taxes, duties and assessments, if any due, based on or measured by amounts payable to Datadog in any transaction between Customer and Datadog under this Agreement (excluding taxes based on Datadog's net income) together with any interest or penalties assessed thereon, or furnish Datadog with evidence acceptable to the taxing authority to sustain an exemption therefrom.

14. Proprietary Rights and Confidentiality.

(a) Customer Data.
Subject only to the limited rights expressly granted in this Agreement, as between Customer and Datadog, Customer shall retain all right, title and interest in and to the Customer Data and all IP Rights therein. Customer is solely responsible, and Datadog assumes no liability, for the Customer Data that Authorized Users make available. Customer Data shall not: (i) create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to any person; (ii) create a risk of any other loss or damage to any person or property; (iii) constitute or contribute to a crime or tort; (iv) contain any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contain any information or content that is illegal; (vi) contains any information or content that Customer and its Authorized Users do not have a right to make available under any law, government or industry association requirements (including those referenced in Section 12(e)), or contractual or fiduciary relationships; or (vii) contain any information or content that Customer knows is not correct and current. Customer represents that the Customer Data does not and will not violate third-party rights of any kind, including without limitation any IP Rights, rights of publicity and privacy. Datadog takes no responsibility and assumes no liability for any Customer Data that Authorized Users or other third parties post or send over the Services. Datadog is not responsible for any public display or misuse of Customer Data, except in the case of gross negligence or intentional misconduct by Datadog or its employees.

(b) Technology.
The Services and Technology constitute or otherwise involve valuable IP Rights of Datadog and all right, title and interest in and to the foregoing shall, as between the parties, be owned by Datadog. Customer acknowledges that it obtains only limited use and license rights under this Agreement. No title to or ownership of the Services or Technology, or any IP Rights associated therewith, is transferred to Customer, any Authorized User or any third party under this Agreement.

(c) Confidential Information.
(i) As used in this Agreement, "Confidential Information" means any information that is proprietary or confidential to the Discloser (as defined below) or that the Discloser is obligated to keep confidential (e.g., pursuant to a contractual or other obligation owing to a third party). Confidential Information may be of a technical, business or other nature. However, Confidential Information does not include any information that: (A) was known to the Recipient (as defined below) prior to receiving the same from the Discloser in connection with this Agreement; (B) is independently developed by the Recipient; (C) is acquired by the Recipient from another source without restriction as to use or disclosure; or (D) is or becomes part of the public domain through no fault or action of the Recipient.

(ii) Each party reserves any and all right, title and interest (including any IP Rights) that it may have in or to any Confidential Information that it may disclose to the other party under this Agreement. The party that receives any Confidential Information (the "Recepient") of the other party (the "Discloser") will protect Confidential Information of the Discloser against any Unauthorized Use or disclosure to the same extent that the Recipient protects its own Confidential Information of a similar nature against Unauthorized Use or disclosure, but in no event will use less than a reasonable standard of care to protect such Confidential Information; provided that the Confidential Information of the Discloser is conspicuously marked or otherwise identified as confidential or proprietary upon receipt by the Recipient or the Recipient otherwise knows or has reason to know that the same is Confidential Information of the Discloser. The Recipient will use any Confidential Information of the Discloser solely for the purposes for which it is provided by the Discloser. This paragraph will not be interpreted or construed to prohibit: (A) any use or disclosure which is necessary or appropriate in connection with the Recipient's performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (B) any use or disclosure required by applicable law, provided that the Recipient uses reasonable efforts to give the Discloser reasonable advance notice thereof to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information; or (C) any use or disclosure made with the consent of the Discloser. In the event of any breach or threatened breach by the Recipient of its obligations under this Section 14(c), the Discloser will be entitled to injunctive and other equitable relief to enforce such obligations. The obligations of confidentiality shall survive expiration or termination of this Agreement.

15. Term and Termination.

(a) Term.
This Agreement shall commence on the Effective Date and, unless earlier terminated pursuant to Section 15(b) or (c), end on the "Expiration Date" specified in Exhibit A (the "Term").

(b) Early Termination by Datadog.
This Agreement may be terminated by Datadog prior to the expiration of the Term: (i) if Customer defaults in the timely payment of any amounts due Datadog and fails to cure within 10 days of receipt of written notice; (ii) immediately if Customer breaches any provisions of Section 2, 6, 9, or 12(b); (iii) in the event of a material breach by Customer of any other provision of this Agreement and Customer fails to correct such breach within 30 days of written notice; (iv) upon the insolvency, bankruptcy, reorganization, or assignment for the benefit of creditors of Customer; (v) in the event Datadog's relationship with a hosting provider for the Services terminates or requires Datadog to change the way it provides the Services and Datadog is unable, through commercially reasonable efforts, to move to another hosting provider; or (vi) in order to comply with applicable laws or regulations.

(c) Early Termination by Customer.
This Agreement may be terminated by Customer prior to the expiration of the Term for any reason.

(d) Effect of Expiration or Termination.
(i) Upon expiration of this Agreement, or earlier termination pursuant to Section 15(b) or (c), then: (A) any and all rights granted to Customer with respect to the Services and Technology will terminate effective as of the effective date of termination; (B) Customer will return to Datadog any and all Confidential Information of Datadog in the possession or control of Customer; (C) subject to clause (ii) below, Datadog will return to Customer any and all Confidential Information of Customer in its possession or control; (D) unless otherwise agreed upon by the parties, Datadog will have no obligation to provide the Services to Customer or Authorized Users after the effective date of the termination; and (E) Customer will pay to Datadog any amounts payable for Customer's and Authorized User's use of the Services through the effective date of the termination.

(ii) Datadog's only obligation with respect to any electronic information transmitted or received by Customer or Authorized Users in relation to Customer's and Authorized User's use of the Services is, upon Customer's request, to provide to Customer a copy of the information that is stored in the Software database on the effective date of termination. Such information will be furnished in a format to be mutually agreed by the parties and Datadog's associated work will be subject to payment to Datadog of its then standard time-and-material fees.

(e) Survival.
This Section 15(e), as well as Sections 8, 9, 10(b), 11, 13, 14, 15(d) and 16 through 21, shall survive the expiration or earlier termination of this Agreement.
16. Representations.

Each party hereby represents and warrants to the other that the representing party has the authority to enter into and perform this Agreement and the party's entering into this Agreement, and performance of its obligations and exercise of its rights under this Agreement, do not and will not violate any applicable laws, regulations or orders. Further, Customer hereby represents, warrants and covenants that, without limiting the foregoing: (a) Customer or its licensors owns all right, title and interest in and to Customer Data; (b) Customer has all rights in Customer Data and Ideas necessary to grant the rights contemplated by this Agreement; and (c) Customer has obtained any necessary third-party approvals, including without limitations applicable vendors and licensors, in relation to Third-Party Content to be used by Customer in connection with the Services or will obtain such approvals prior to such use.

17. Indemnity by Customer.

Customer agrees to defend, indemnify and hold harmless Datadog and its employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation attorneys' fees) arising out of or related to: (a) Customer's and Authorized Users' use of and access to the Service; (b) Customer's or an Authorized User's violation of any term of this Agreement; (c) Customer's or an Authorized User's violation of any third-party right, including without limitation any right of privacy, publicity rights or IP Rights; (d) Customer's or an Authorized User's violation of any law, rule or regulation; (e) any claim or damages that arise as a result of any Customer Data; or (f) any other party's access and use of the Service with provided User Identification.

18. IP Rights Indemnity.

If the Software becomes the subject of a claim of infringement of a U.S. copyright or patent, Datadog will indemnify Customer against such claim provided that Customer gives Datadog prompt written notice of the claim, allows Datadog to direct the defense and settlement of the claim, and cooperates with Datadog as necessary for defense and settlement of the claim. If the Software becomes, or, in Datadog's opinion is likely to become, the subject of such a claim, Datadog shall have the right to obtain for Customer the right to continue using the Software, replace or modify the Software so that it becomes non-infringing, or terminate the rights granted hereunder to such Software with refund to Customer of the fees paid for such Software (less a reasonable charge for the period during which Customer has had available to it the use of such Software). Datadog will have no liability for any infringement claim to the extent it (a) is based on modification of a Software other than by Datadog; (b) results from failure of Customer to use an updated version of a Software; (c) is based on the combination or use of a Software with any other software, program or device not provided by Datadog if such infringement would not have arisen but for such use or combination; (d) results from compliance by Datadog with designs, plans or specifications furnished by Customer; or (e) results from Customer's operation of the Software in a manner that is inconsistent with its intended use. THE FOREGOING STATES DATADOG'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDIES FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT.

19. Disclaimers of Warranties.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, TECHNOLOGY, SUPPORT AND ALL OTHER ITEMS PROVIDED IN CONNECTION THEREWITH ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. DATADOG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ERROR, DEFECT, DEFICIENCY, INFRINGEMENT OR NONCOMPLIANCE IN THE SERVICES, TECHNOLOGY, SUPPORT OR ANY OTHER ITEMS PROVIDED BY, THROUGH OR ON BEHALF OF DATADOG UNDER THIS AGREEMENT (INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE).

20. Limitations of Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS VENDORS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR THE SUPPORT; PROVIDED, HOWEVER, THAT SUCH LIMITATIONS SHALL NOT APPLY TO: (I) DAMAGES ARISING OUT OF A PARTY'S FAILURE TO COMPLY WITH ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 14(c); (II) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17 OR 18 (AS APPLICABLE); OR (III) CUSTOMER'S PAYMENT OBLIGATIONS TO DATADOG.

(b) UNDER NO CIRCUMSTANCES WILL DATADOG BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR CUSTOMER'S ACCOUNT(S) OR THE INFORMATION CONTAINED THEREIN. DATADOG ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM CUSTOMER'S OR AUTHORIZED USERS' ACCESS TO AND USE OF THE SERVICES OR SUPPORT; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (IV) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (IV) CUSTOMER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL DATADOG, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO CUSTOMER OR ANY AUTHORIZED USER FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE FEES CUSTOMER PAID TO DATADOG HEREUNDER.

(c) THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF DATADOG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

21. Miscellaneous.

(a) Assignment.
Customer may not delegate, assign or transfer this Agreement or any of its rights and obligations under this Agreement and any attempt to do so shall be void.

(b) Notices.
Notices required or permitted to be given hereunder shall be in writing and shall be deemed to be sufficiently given when delivered by hand, one day after being sent by overnight courier or three days after being sent by registered mail, return receipt requested, addressed: (i) if to Datadog, to Datadog, Inc., 1140 Broadway, Suite 501, New York, NY 10001, Attention: Chief Executive Officer, or (ii) if to Customer, at the address set forth on the signature page to this Agreement, or at such other address as either party may specify by written notice to the other given in accordance with this Section.

(c) U.S. Government Rights.
The Services are 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 Services. If Customer or any Authorized User is using the Services 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, Customer and its Authorized Users must immediately discontinue use of the Services. The terms listed above are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

(d) Import and Export Compliance.
In connection with this Agreement, Customer will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, Customer is solely responsible for compliance related to the manner in which Customer chooses to use the Services, including the transfer and processing of Customer Data.

(e) Independent Contractor.
The parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement shall constitute one party as an employee, agent, joint venture partner or servant of another.

(f) Force Majeure.
Datadog shall have no liability to Customer, Authorized Users or third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control, including without limitation acts of God or nature, fires, floods, strikes, civil disturbances or terrorism or interruptions in power, communications, satellites, the Internet or any other network that are beyond its reasonable control.

(g) Applicable Law.
This Agreement 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.

(h) Entire Agreement.
This Agreement is the complete and exclusive statement of the agreement between the parties and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. Any terms and conditions of any purchase order or other instrument issued by Customer in connection with this Agreement which are in addition to, inconsistent with or different from the terms and conditions of this Agreement shall be of no force or effect. Any affiliate of Customer shall be deemed a third party for purposes of this Agreement. This Agreement may be modified only by a written instrument duly executed by authorized representatives of the parties. Any waiver by either party of any condition, term or provision of this Agreement shall not be construed as a waiver of any other condition, term or provision. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall together constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by email of a scanned copy shall be effective as delivery of an original executed counterpart of this Agreement.