DITTO SAAS TERMS

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 SaaS Terms are incorporated into as stated therein.

1. ACCESS AND USE RIGHTS

In compliance with the Documentation, and subject to the terms and conditions of this Agreement and any limitations set forth on the applicable Order Form, Ditto hereby grants Customer and its Authorized Users a non-exclusive, non-transferable, worldwide right during the subscription term provided for in the applicable Order Form to:

  • (a) access and use the SaaS, and
  • (b) access and use the Documentation solely in connection with Customer's and its Authorized Users’ use of the SaaS.

2. BACKUP

The SaaS will include backup capabilities designed to ensure that no more than 24 hours’ worth of data will be lost upon the need for disaster recovery operations.

3. CUSTOMER DATA EXPORT

During the Subscription Term (and any Transition Services where applicable), Customer may export Customer Data from the SaaS as described in the Documentation.

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 Customer, its Authorized Users or any other individual.

5. 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.

6. 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.

7. 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.

8. SUSPENSION

Ditto may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if Ditto reasonably determines that:

  • (a) there is a threat or attack on any of the Services or Ditto's related intellectual property rights;
  • (b) Customer's or any Authorized User's use of the Software or Services disrupts or poses a security risk to the Software, Services, or to any other customer or vendor of Ditto;
  • (c) Customer, or any Authorized User, is using the Software or Services in violation of this Agreement;
  • (d) Ditto's provision of the Software or Services to Customer or any Authorized User as contemplated under this Agreement becomes prohibited by applicable law; or
  • (e) Customer is delinquent in its payment obligations.

Ditto shall use commercially reasonable efforts to provide written notice of any suspension to Customer and to provide updates regarding resumption of access to the Services following any suspension. Ditto shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the suspension is cured.

Last Updated: May 15, 2025