DITTO MANAGED SERVICES TERMS (FOR CLOUD SYNC)

Capitalized terms used but not defined herein have the meaning set forth in the Master License and Services Agreement or the Order Form to which these Managed Services Terms are incorporated into as stated therein.

1. SCOPE

Ditto will deploy, operate, and manage Cloud Sync in Customer’s cloud account as described herein. Managed Services includes:

• (a) Deployment and configuration of resources in Customer’s cloud environment for the operation of Cloud Sync.
• (b) Deployment and operations of Cloud Sync production environments for high availability and service continuity
• (c) Setup and tear-down of Cloud Sync non-production environments as requested from time to time by Customer
• (d) Deployment of bug fixes, improvements, updates, and upgrades to the Cloud Sync Agent if and when Ditto makes them generally available.
• (e) Sufficient backup capabilities designed to ensure that no more than 24 hours’ worth of data will be lost upon the need for disaster recovery operations.

2. CUSTOMER OBLIGATIONS

In order to receive Managed Services, Customer must provide Ditto with all necessary credentials, access rights, and access to Customer Materials, including Customer systems, as reasonably necessary. Customer acknowledges that failure to do so may adversely impact the quality, continuity, or other aspects of the Managed Services.

3. 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 Customer, its Authorized Users or any other individual; and
• (b) aggregated with data across other customers.

4. DATA PROTECTION

Each Party will comply with all applicable laws relating to its processing of Personal Data. In addition, Parties will adhere to the Data Processing Agreement available at https://www.ditto.com/legal/data-processing-agreement in connection with any such Personal Data. In any conflict between the Data Processing Agreement and any other provisions in this Agreement, the Data Processing Agreement shall prevail in relation to Personal Data.

5. HIGH-RISK ACTIVITIES

Unless expressly permitted in the applicable Order Form, Customer:

• (a) shall not use the Software or Services for High-Risk Activities, and
• (b) will not store Sensitive Data in the Software or Services.

Customer agrees and acknowledges that Ditto shall not have liability for, and Customer agrees to defend and indemnify Ditto for any use of the Software or Services for High-Risk Activities or for any storage of Sensitive Data in the Software or Services.

6. AUDIT AND MONITORING

During the term of this Agreement, Ditto shall have the right to monitor and audit Customer's usage of and logs in the Software and Services, including Customer Materials used with the Software and Services, as necessary to verify Customer's compliance with the terms of the Agreement. Customer agrees to provide reasonable cooperation in such audits where requested by Ditto.

Last Updated: May 15, 2025