End User Subscription Agreement

This End User Subscription Agreement for Ditto Edge Sync (this “Agreement”) is a binding agreement between you (“End User” or “you”) and DittoLive Incorporated (“Ditto”). This Agreement governs your use of the Software and Services including all related documentation.

1. Definitions

“Authorized Application” any End User application permitted by Ditto and Partner for End User (as may be reflected in the Order) to use together with the Software including any improvements, modifications, upgrades, and updates of those applications made by or on behalf of Customer.

“Authorized User” means anyone that End User allows to use the (a) Software together with the Authorized Application and/or Device or (b) the Services; each as permitted under this Agreement and the Order.

“Cloud Service” means Ditto’s cloud service that provides real-time data synchronization in conjunction with the Software and other backend services.

“Confidential Information” means information disclosed by or on behalf of one Party (“Discloser”) to the other Party (“Recipient”) under this Agreement, in any form, which (a) the Discloser identifies to Recipient as “confidential” or “proprietary” or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Ditto’s Confidential Information includes technical or performance information about the Cloud Service and the Software, and End User’s Confidential Information includes End User Data.

“Device” means End User’s or Partner’s Device permitted by Ditto and Partner for End User (as may be reflected in the Order) to download the Software or otherwise use with the Software or Services.

“Documentation” means any manuals, documentation, or other supporting materials related to the Software or Service that Ditto makes generally available to its users.

“End User Data” means any data, content, or materials that Customer (including its Users) stores or sends for processing within its Cloud Service accounts. “Devices” is defined in the Background section above.

“High-Risk Activities” means activities where use or failure of the Software or Cloud Service could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.

“Order” means an ordering document setting forth the Software and Services purchased by End User from Partner to be provided by Ditto to End User under this Agreement.

“Partner” means Ditto’s commercial partner, including any resellers, authorized to distribute and offer Ditto’s Software and Services under the terms of Partner’s agreement with Ditto.

“Personal Data” means End User Data relating to an identified or identifiable natural person.

“Sensitive Data” means (a) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented), (b) credit, debit, bank account or other financial account numbers, (c) social security numbers, driver’s license numbers, or other government ID numbers, and (d) any other personally identifiable information that is defined as “sensitive” or as a “special category of data” under any applicable data and privacy laws, rules, or regulations, or is otherwise subject to specific regulations or laws that impose increased protections or obligations with respect to handling that type of information.

“Services” means services provided by Ditto (not Partner) related to the Software as specified under the applicable Order, which may include the Cloud Service.

“Software” means the Ditto Edge SDK, Ditto Server, Ditto Cloud Platform, Ditto Edge Server, or other Ditto software that it makes available under the applicable Order.

“Subscription Term” means the term for End User’s use of the Software and Services as provided in the Order.

“Update” means any Software release that Ditto makes generally available to its users.

“Usage Data” means Ditto’s technical logs, data, and learnings about its customers and users’ use of the Software and Service but does not include End User Data.

2. License Grant

• 2.1 License. Subject to the terms and conditions of this Agreement and any limitations set forth on the applicable Order, Ditto hereby grants End User and its Authorized Users a limited, non-exclusive, non-sublicensable, non-transferable, worldwide license during the Subscription Term to (a) use, reproduce, integrate, and install the Software in an Authorized Application and/or Device; (b) distribute the Software within any Authorized Application and/or Device to Authorized Users; (c) display and operate the Software as integrated in any Authorized Application and/or Device; and (d) use and reproduce the Documentation in connection with its internal use, reproduction, integration, and installation of the Software and Services. Such license includes the right for the End User to internally use, reproduce, integrate, and install the Software in preliminary versions of such Authorized Application and/or Device for the purpose of creating and testing the Authorized Application and/or Device.
• 2.2 Retention of Notices. If End User reproduces any of the Software or Documentation as permitted in this Agreement, End User must reproduce all copyright and other proprietary notices that are on the copies Ditto make available.

3. Intellectual Property

As between End User and Ditto, Ditto owns all right, title and interest in and to the Software and Services, including any derivatives and modifications, and any intellectual property rights therein. As between End User and Ditto, End User owns all right, title and interest in and to the End User Data, and any intellectual property rights associated with them. End User reserves all rights in and to the End User Data that End User does not expressly grant to Ditto in this Agreement. End User represents and warrants that it has all rights necessary to use End User Data and grant the rights granted herein, without violating third-party intellectual property, privacy, or other rights.

4. Usage Restrictions

• 4.1 General. Except as expressly permitted under this Agreement, End User shall not to, nor permit nor authorize any third party, to: (a) sublicense, sell, rent, lease, transfer, assign, or distribute the Software, Documentation, or Services to third parties; (b) host the Software, Documentation, or Services for the benefit of third parties; (c) disclose or permit any third party to use the Software, Documentation, or Services; (d) hack or modify any Software, Documentation, or Services, or try to avoid or change any license registration process; (e) modify or create derivative works of the Software, Documentation, or Services; (f) disassemble, decompile, or otherwise reverse engineer the Software or Services or attempt to derive any source code from any executable code, in whole or in part, except to the extent such activities are expressly permitted by law notwithstanding this prohibition; (g) modify, obscure, or delete any proprietary rights notices included in or on the Software, Documentation, or Services; (h) use or copy the Software, Documentation, or Services in a manner not expressly permitted by this Agreement, including any use or copying in connection with a product or service that competes with the Software or Services; or (i) conduct security or vulnerability tests of the Services; or (j) interfere with the operation of the Software or Services or circumvent any access restrictions.
• 4.2 No High-Risk Activities. Where Cloud Service is in scope of the Order, End User shall not use the Cloud Service for High-Risk Activities and shall not store Sensitive Data in the Cloud Services. End User acknowledges that Ditto shall have no liability for, and End User agrees to defend and indemnify Ditto for any use of the Cloud Service for High-Risk Activities or for any storage of Sensitive Data in the Cloud Service.

5. End User Data Use

• 5.1 Limited Use. Subject to this Agreement, Ditto will access and use End User Data solely to provide and maintain the Software and Services and to support End User’s use of the Software and Services under the Order and this Agreement. This includes sharing End User Data as End User may direct through the Cloud Service, where applicable, but we will not otherwise disclose End User Data to third parties except as permitted in this Agreement and the DPA (as defined below).
• 5.2 Security. Ditto will implement and maintain appropriate technical and organizational security measures designed to prevent unauthorized access, use, alteration, or disclosure of End User Data.
• 5.3 Personal Data. Each Party will comply with all applicable laws relating to its processing of Personal Data. In addition, the Parties will adhere to the Data Protection Addendum (the “DPA”) available at https://www.ditto.com/legal/data-processing-agreement in connection with any such Personal Data. In any conflict between the DPA and this Agreement, the DPA shall prevail.
• 5.4 Usage Data. Ditto may collect Usage Data and use it to operate, improve, and support the Software and Services and for other lawful business practices. However, Ditto will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify End Users, its Authorized Users, or any other person and (b) aggregated with data across other users.

6. Feedback

If you provide Ditto with feedback, comments, or suggestions concerning the Software or Services (collectively, “Feedback”), Ditto may use such Feedback without restriction or obligation. Any such Feedback is provided “AS IS”, provided Ditto will not publicly identify End User or any Authorized User as the source of feedback without End User’s permission.

7. Delivery

Unless otherwise noted in the Order, Ditto will make the Software and Documentation available for download or copy. If and when Updates to the Software become generally available, Ditto will make those available for End User to download, as well. End User is responsible for installing the Software and all available Updates. The Cloud Service will be made available through credentials for online access.

8. Audit Rights

End User shall maintain adequate records of the number of Devices that incorporate any portion of the Software at all times during the Subscription Term and thereafter for a period of no less than two (2) years. Such records must include all such Devices used by or on behalf of End User and its Authorized Users. Periodically, Ditto may request, and End User will provide within five (5) business days a report of such Devices and uses of the Software. In addition, End User shall provide all reasonable cooperation to Ditto in order for Ditto to exercise its right to audit usage of its Software and Services.

9. Term and Termination

Each Subscription Term will last as provided for in the Order Form. Upon expiration or termination, End User shall destroy all copies of the Software, including any license tokens, in its possession or control. End User shall provide a certification and documentation evidencing the foregoing at Ditto’s request. In addition, the Recipient of Confidential Information will promptly return or destroy Confidential Information in its possession or control, except with respect to End User Data. Ditto will destroy or return such End User Data upon 30 days following End User’s request after termination or expiration of the Order. Notwithstanding the foregoing, the Recipient may retain Confidential Information in accordance with its standard backup or record retention policies or as required by law, subject to the following Security and Confidentiality provisions in this Agreement. In addition, with respect to End User Data that is Personal Data, in accordance with the provisions in the DPA.

10. Warranties

Ditto warrants to End User that the Software and, if applicable, the Cloud Service will perform materially as described in the Documentation, and Ditto will not materially decrease the overall functionality of the Software or Cloud Service during the Subscription Term.

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. DITTO’S WARRANTIES IN THIS SECTION DO NOT APPLY TO ISSUES ARISING FROM USE OF THE SOFTWARE, SERVICES, OR DOCUMENTATION IN COMBINATION WITH PARTNER’S SOFTWARE OR SERVICES, MISUSE OF THE SOFTWARE, SERVICES, OR DOCUMENTATION, OR UNAUTHORIZED COMBINATIONS OR MODIFICATIONS OF THE SOFTWARE OR SERVICES. THESE DISCLAIMERS APPLY TO THE FULL EXTENT PERMITTED BY LAW.

11. Limitation of Liability

• 11.1 Consequential Damages. EXCEPT FOR ANY BREACH OF CONFIDENTIALITY OBLIGATIONS OF THIS AGREEMENT OR USE OF THE SOFTWARE OR SERVICES OUTSIDE THE SCOPE OF THE LICENSES AND RIGHTS GRANTED HEREUNDER, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUES, LOST PROFIT, OR LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED IN ADVANCE ABOUT THE POSSIBILITY OF SUCH DAMAGES.
• 11.2 Liability Cap. EXCEPT FOR (A) END USER’S USE OF THE SOFTWARE OR SERVICES OUTSIDE THE SCOPE OF THE LICENSES AND RIGHTS GRANTED HEREUNDER, (B) A PARTY’S DEFENSE AND INDEMNIFICATION OBLIGATIONS PROVIDED IN THIS AGREEMENT, OR (C) ANY FEES PAYABLE UNDER THE ORDER, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR DAMAGES UNDER THIS AGREEMENT IN EXCESS OF THE FEES PAID OR PAYABLE BY END USER UNDER THE APPLICABLE ORDER THAT IS SUBJECT TO THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

• 12.1 Indemnity from Ditto. Ditto will defend End User from and against any and all claims, actions, suits, administrative or judicial proceedings (the “Claim”) brought by a third party arising out of any alleged or actual infringement of a third party’s copyright, trademark, service mark, trade secret, patent or other intellectual property right arising from the Software, Documentation, or Services as permitted under this Agreement and will pay all damages and costs awarded against any End User under a final court decision in relation with such Claim or agreed to in settlement.
• 12.2 Ditto’s Mitigation Alternatives. If the Software, Documentation, or Services is determined or alleged to be infringing, or should any of the foregoing be likely to be found to be infringing, Ditto may, in its sole and exclusive discretion, and at its own expense: (a) procure or secure, through litigation or negotiation, End User’s right to continue using such Software, Documentation, or Services; (b) rework or modify the Software, Documentation, or Services, without cost to End User, so as to make it non-infringing while substantially preserving its original functionality; or (c) replace such Software, Documentation, or Services, without cost to End User, with a non-infringing, substantially functionally equivalent product and pay any End User costs associated with such replacement.
• 12.3 Indemnification Procedures. As a condition to the foregoing indemnification and defense obligations in this Section, End User must (a) promptly notify Ditto in writing upon learning of any Claim which may give rise to a Claim for indemnification hereunder (provided that Ditto will be relieved only to the extent End User’s failure prejudices defense or settlement); (b) provide Ditto with sole control of the defense and settlement of such Claim except that no compromise or settlement may be effected or committed to without End User’s written consent (unless such compromise or settlement (i) includes an unconditional release of End User from all liability arising out of such Claim; and (ii) is solely monetary in nature and does not include a statement as to, or an admission of fault, culpability or failure to act by or on behalf of End User); and (c) cooperate with all reasonable requests of Ditto in defending or settling a Claim, at Ditto’s expense. End User will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing.
• 12.4 Infringement Limitations. Notwithstanding anything to the contrary in this Section, Ditto has no obligation to defend or indemnify End User to the extent the infringement Claim arises from (a) the incorporation into the Software, Documentation, or Services, at End User’s express written direction, of any information, technology or materials provided by End User or a third party; (b) any combination of the Software or Services with any other product or service, including combination of the Software or Services with the Partner’s software, services, or other material; (c) End User’s use of a prior version of allegedly infringing Software or Service after Ditto has made available a new version at no additional cost to End User, or End User’s failure to accept Updates provided by Ditto, or (d) use of the Software or Services that has been modified by any person other than Ditto.
• 12.5 Sole Remedy. This Section is Ditto’s sole and exclusive obligation, and End User’s sole and exclusive remedy, for any alleged infringement or misappropriation of intellectual property rights.

13. Confidentiality

• 13.1 Use and Protection. As Recipient, each Party will (a) use Confidential Information only to fulfill its obligations and exercise its rights in this Agreement, (b) not disclose Confidential Information to third parties without Discloser’s prior approval, except as permitted in this Agreement, and (c) protect Confidential Information using at least the same precautions Recipient uses for its own similar information and no less than a reasonable standard of care.
• 13.2 Permitted Disclosures. The Recipient may disclose Confidential Information of the Discloser to its employees, agents, contractors and other representatives (collectively, “Representatives”) having a legitimate need to know, provided Recipient remains responsible for its Representatives’ compliance with this Section, and such Representatives are bound to confidentiality obligations no less protective than this Section.
• 13.3 Exclusions. These confidentiality obligations do not apply to information that the Recipient can document (a) is or becomes public knowledge through no fault of the Recipient, (b) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the Discloser, (c) it rightfully received from a third party without confidentiality restrictions or (d) it independently developed without using or referencing Discloser’s Confidential Information.
• 13.4 Required Disclosures. The Recipient may disclose Confidential Information (including End User Data) of the Discloser to the extent required by applicable law, court order, administrative tribunal, or regulatory authority. If permitted by law, the Recipient will give the Discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the Discloser’s expense, to obtain confidential treatment for the Confidential Information.

14. Government Users

The Software, Services (including the Cloud Service), and Documentation have been developed at private expense and are deemed to be a “commercial item,” as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Use, duplication, and disclosure by civilian agencies of the U.S. Government, or by a higher- or lower-tier contractor supporting such agency, shall be in accordance with this Agreement as supplemented by 48 C.F.R. 52.227-19. Use, duplication, and disclosure by U.S. Department of Defense agencies, or by a higher- or lower-tier contractor supporting such agency, are subject solely to the terms of this Agreement as stated in 48 C.F.R. 227.7202. In the event Ditto delivers technical data that is not covered by the above provisions, whether to a U.S. Department of Defense agency or to a higher- or lower-tier contractor supporting such agency, such technical data shall be deemed “technical data-commercial items” under 48 C.F.R. 227.7015(a) and any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of 48 C.F.R. 227.7015(b).

15. Export Control

The Parties acknowledge that the Software or Services may be subject to U.S. and other countries’ export jurisdictions. Each Party will comply with all laws and regulations applicable to the import or export of the Software or Services, including, but not limited to, the U.S. Export Administration Regulations, International Traffic in Arms Regulations, and sanctions regulations administered by the U.S. Office of Foreign Assets Control (collectively, “Trade Laws”). Neither Party will take any action that causes the other Party to violate U.S. or other applicable Trade Laws. If either Party learns of a potential violation of Trade Laws relating to the performance of this Agreement, or a potential violation of the terms in this subsection, such Party will alert the other Party promptly after acquiring this knowledge. We may suspend or terminate this Agreement to the extent that we reasonably conclude that performance would cause us to violate applicable Trade Laws or put us at risk of becoming the subject of economic sanctions under such Trade Laws. You represent that you and your Users are not on any restricted party list under any applicable Trade Laws, including, but not limited to the U.S. Department of Commerce’s Table of Denial Orders or Entities list, or U.S. Treasury Department’s list of Specially Designated Nationals.

16. Governing Law and Jurisdiction

This Agreement will be governed by and interpreted in accordance with the laws of the State of New York, without giving effect to any principles of conflict of laws. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any legal action or proceeding arising under, related to or connected with this Agreement will be brought exclusively in the federal (if they have jurisdiction) or state courts located in New York, New York, and the Parties irrevocably consent to the personal jurisdiction and venue of such courts.

17. Dispute Resolution

The Parties acknowledge that most disputes can be resolved without resort to litigation. The Parties will use their best efforts to settle any dispute directly through consultation with each other before initiating a lawsuit or arbitration. If, after good faith negotiations the Parties are unable to resolve the dispute, any disputes arising out of or in any way relating to this Agreement, including without limitation its existence, validity or termination, shall be resolved according to California law and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (“JAMS”) and pursuant to the then-existing arbitration rules at JAMS.

If the Parties cannot agree upon selection of an arbitrator, then JAMS will appoint an arbitrator experienced in the enterprise software industry. The place of the arbitration will be San Francisco, California, unless otherwise agreed upon by the Parties. The arbitration will be conducted in English. The arbitrator must provide detailed written findings of fact and conclusions of law in support of any award. Judgment upon any such award may be enforced in any court of competent jurisdiction. The existence of a dispute, submission to arbitration, and any arbitration award under to this Agreement is deemed the Confidential Information of both Parties.

Notwithstanding anything to the contrary in this Section, (a) either Party shall be entitled to seek injunctive relief and to stop unauthorized use of the Software or Services or infringement of a Party’s intellectual property rights and (b) any disputes, claims, or controversies concerning either Party’s intellectual property rights or claims of piracy or unauthorized use of the Software or Services are not subject to arbitration but instead must be heard in Federal or state court in New York, New York.

18. Miscellaneous

• 18.1 Severability. If any provision of this Agreement is deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the court will modify or reform this Agreement to give as much effect as possible to that provision. Any provision that cannot be modified or reformed in this way will be deemed deleted, and the remaining provisions of this Agreement will continue in full force and effect.
• 18.2 Notices. Any legal notice, request, demand or other communication required or permitted under this Agreement must be in writing, should reference this Agreement, and will be deemed to be properly given: (a) upon receipt, if delivered personally; (b) upon confirmation of receipt by the intended recipient, if by e-mail (to legal@ditto.com for Ditto and to the designated email address provided to Ditto for such use by End User or Partner); (c) five business days after it is sent by registered or certified mail, with written confirmation of receipt; or (d) three business days after deposit with an internationally recognized express courier, with written confirmation of receipt. Either Party may change its address for notices by a notice given in the manner set forth in this Section.
• 18.3 Waiver. A Party’s obligations under this Agreement can only be waived in a writing signed by an authorized representative of the other Party, which waiver will be effective only with respect to the specific obligation described. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
• 18.4 Modifications; Entire Agreement. This Agreement constitutes the entire agreement between Ditto and End User with respect to the Software and Services ordered under the Order and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereto. This Agreement may be updated from time to time by Ditto. End User will make reasonable efforts to provide End User with written notice (which may be by notifying the Partner) should there be any material changes to the terms of the Agreement. Please feel free reach out by contacting legal@ditto.com if you have any questions on the updates or the terms of this Agreement.

Last updated: October 22, 2026