DITTO PARTNER PROGRAM AGREEMENT

This Ditto Partner Program Agreement (“Agreement”) is entered into by and between DittoLive Incorporated, a Delaware corporation with an address at 548 Market Street PMB 20272, San Francisco, CA 94104 (“Ditto”), and Partner. Each of Ditto and Partner is a “Party” and collectively the “Parties.”

1. Definitions

1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means direct or indirect ownership of more than 50% of voting interests.

1.2. "Ditto Products" means any Ditto products and services included in the Partner Program.

1.3. “Effective Date” means the date on which Ditto emails Partner to confirm its acceptance into the Ditto Program.

1.4. “Feedback” means any suggestions, ideas, improvements, or other feedback regarding Ditto Products or the Program provided by Partner.

1.5. “Integration” means an integration developed by a Technology Partner between Ditto Products and Partner Technology.

1.6. “Marketing Materials” means any advertising, promotional, or marketing materials that Ditto may make available to Partner from time to time during the Term.

1.7. “Partner Program” means the Ditto’s partner program that permits partners to sell and deliver Ditto services, integrate their product(s) with Ditto Products, create solutions with Ditto Products, co-sell, and/or power applications with Ditto Products.

1.8. “Partner Technology” means Partner’s software or cloud services for which Partner builds the Integration, and any subsequent versions or releases, excluding any open source software components.

1.9. Subscription” means a subscription for Ditto software, support, cloud services, or other services described in an order form.

1.10. “Technology Partner” means a Partner approved by Ditto to develop and market an Integration.

2. Partner Program

2.1. Participation. Partner’s participation in the Partner Program begins on the Effective Date. If Ditto makes any changes to the Partner Program or the Agreement that Partner does not agree with, Partner may terminate this Agreement and its participation in the Partner Program in accordance with Section 5.

2.2. Partner Activities.

• 2.2.1. All Partners. Partner will actively market the Ditto Products and represent the Ditto Products accurately and fairly. Partner will periodically confer with Ditto, at Ditto’s request, on matters relating to market conditions, sales forecasting, product planning, and promotional marketing strategies. All Partners may at Ditto’s discretion, be invited to engage in cooperative marketing initiatives or other programs designed to support sales and market development.

• 2.2.2. Technology Partners. If accepted as a Technology Partner as defined in the Partner Program, Partner may develop an Integration with the Ditto Products, subject to the additional terms set forth in Section 10 below.

• 2.2.3. Other Partner Categories. Additional supplemental terms may apply to other Partner activities than described above. Ditto will provide these terms to Partner if applicable for the nature of the partnership.

3. Promotional Materials

Partner may use Ditto Marketing Materials solely to promote Ditto Products in accordance with instructions from Ditto. Partner agrees not to modify any Marketing Materials without Ditto’s express prior written consent. All Marketing Materials are the property of Ditto and must be returned or destroyed upon request.

4. Licenses and Ownership

4.1. Trademarks

• 4.1.1. Ditto Marks. Ditto grants Partner a revocable, non-exclusive, non-transferable license during the Term to use Ditto’s logos and trademarks for the purpose of promoting Ditto Products under the Agreement. Partner may not use Ditto logos or trademarks in connection with search engine rankings, ad word purchases, or as part of a trade name business name, or internet domain name.

• 4.1.2. Partner Marks. Partner grants Ditto a revocable, non-exclusive, non-transferable license during the Term to use Partner’s logos and trademarks in connection with Program recognition and co-marketing activities, including placement on our website, inclusion in partner lists, and customer briefings.

4.2. Ditto Products

• 4.2.1. At Partner’s request for access to the Ditto Products, and subject to Ditto’s sole discretion and Partner’s compliance with the restrictions in Section 4.2.1, Ditto grants Partner a non-exclusive non-transferable limited license to install and/or use the Subscription solely for the following purposes (a) marketing and demonstrating Ditto software or cloud services to potential end users, and (b) approved Technology Partner internal testing and development of Integrations.

• 4.2.2. As a condition of the license granted in Section 4.2.1, Partner will not and will not allow any potential customer, end user, or third party to: (a) market, distribute, license, or otherwise make available any Ditto Product, including as a single product, on a stand-alone basis, or in any form, or on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (ii) copy, modify, or create derivative works of the Ditto Products, in whole or in part; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Ditto Products; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of any part of the Ditto Products, in whole or in part; (v) remove any proprietary notices from the Ditto Products; (vi) use the Ditto Properties in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (vii) use or incorporate any open source software in or in connection with any Integration, including in their development, making, or operation, without obtaining Ditto’s prior written consent, not to be unreasonably withheld.

• 4.2.3. Ditto will use commercially reasonable efforts to respond to Partner questions about the Ditto Products, but will not be obligated to provide support services to Partner except as expressly set forth elsewhere in this Agreement or supplemental terms.

4.3 Ownership. Ditto and Partner each retain ownership of all intellectual property rights in their pre-existing intellectual property, including the Ditto Products and Partner Technology respectively. Except for the express limited rights set forth in this Agreement, no right title or interest is granted to the other Party.

5. Term and Termination

5.1. Term. This Agreement commences on the Effective Date continues until terminated as set forth below (“Term”).

5.2. Termination for Convenience. Either Party may terminate this Agreement upon 30 days’ prior written notice to the other Party.

5.3. Termination for Breach. Either Party may terminate immediately if the other Party materially breaches this agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

5.4. Termination for Insolvency. Ditto may terminate this Agreement immediately if Partner becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, wind up or liquidation.

5.5. Effect of Termination. Upon termination:

• 5.5.1. All licenses and Program benefits granted to Partner immediately terminate;

• 5.5.2. Partner will cease all use of Ditto Products, materials, and trademarks;

• 5.5.3. Each Party will return or destroy the other Party’s Confidential Information and, if requested, provide written certification of destruction;

• 5.5.4. All accrued payment obligations survive and become immediately due.

6. Disclaimers and Limitation of Liability

6.1. DISCLAIMER. DITTO PRODUCTS AND MATERIALS ARE PROVIDED “AS IS.” DITTO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

6.2. LIMITATION OF LIABILITY. IN NO EVENT WILL DITTO’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED $100. DITTO WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. 

7. Confidentiality.

Neither Party will disclose the other party’s Confidential Information to any third party without the other Party’s prior written consent or except as required by law, or use the other party’s Confidential Information for any purpose except performing its obligations under this Agreement or furthering the relationship between the Parties. Each Party will return or destroy the other Party’s Confidential Information upon written request from the other Party. “Confidential Information” means information a Party designates as confidential, or information that should by its nature be considered confidential, and includes, without limitation, the pricing information on any ordering document, as well as login credentials, but does not include information that (a) is or becomes publicly available through no fault of the recipient, (b) is received from a third party without a duty of confidentiality, (c) is known to the recipient prior to disclosure, or (d) is independently developed without reference to the other Party’s Confidential Information.

8. Changes

8.1. Partner Program Changes. Ditto may modify the Partner Program, including, without limitation, program levels, benefits, and eligibility requirements, at any time without notice and without any liability to Partner or to any third parties. Ditto may also suspend or terminate the Partner Program or Partner’s participation in the Partner Program at any time with no liability to Partner or to any third parties, in which case Ditto will notify Partner of such suspension or termination by writing at the email address provided for notices to Partner.

8.2. Agreement Changes. This section applies after Ditto provides Partner with at least 10 business days’ notice that the online version of the Agreement is available.  Ditto may modify this Agreement at any time by providing posting an updated version to the online version of the Agreement. The date of the latest version will be posted on the webpage (“Amended Date”). Ditto may also notify Partner of such modification through the email address provided by Partner. Partner’s continued participation in the Partner Program after the Amended Date constitutes acceptance of the amended Agreement. The amended version will become effective as soon as it is posted online. If Partner objects to any changes in the amended Agreement, Partner may terminate this Agreement in accordance with Section 5.

8.3. Partner Responsibility. It is Partner’s sole responsibility to monitor any changes to this Agreement. While Ditto will make a commercially reasonable effort to notify Partner of such changes via email or enabling automated updates from the webpage, absence of notification does not relieve Partner of the obligation to monitor all changes, or of such modifications’ enforceability.

9. Marketing Development Fund Program

9.1. Eligibility and Participation. Partner may participate in the Marketing Development Fund Program either by meeting criteria set forth in the Partner Program or as invited by Ditto at Ditto’s discretion. Under this program, Eligible Partners can accrue Market Development Funds (“MDF”) that can be used to provide reimbursement for certain marketing events. MDF accrues when Partner refers customers who, as a result of that referral, buy Ditto Subscriptions.

9.2. Referral Submission. To earn MDF, Partner must submit referrals through Ditto’s designated form. Only referrals submitted via the portal will be eligible. Ditto will determine which referrals are eligible for MDF. The following referrals may not be eligible for MDF:

• 9.9.1. The customer or its Affiliates use Ditto Products prior to submission of the referral;
• 9.9.2. The customer had prior discussions with Ditto or its agents about the possibility of entering into an agreement for Ditto Products; or
• 9.9.3. The customer is a government entity or official.

9.3. MDF Earning. Partner earns MDF for use in approved marketing events equal to 5% of Incremental Annual Recurring Revenue (“ARR”) from customers who purchase Ditto Subscriptions, subject to Ditto’s approval.

9.4. Joint Marketing Reimbursement. Partner may seek reimbursement of up to 50% of approved joint marketing expenses. Reimbursement will be issued within 60 days of a valid claim submission per Ditto’s Partner Development Terms.

9.5. Credit and Expiry. Ditto will credit MDF to Partner’s MDF account within 30 days of Ditto’s receipt of customer payment. Unused MDF expires twelve (12) months after credited to Partner’s account, is non-refundable, non-transferable, and thereafter forfeited.

10. Technology Partner Integration Collaboration

10.1. Integration and Testing Obligations.

• 10.1.1. Partner may develop an Integration. Partner will test such Integration according to industry standards, document test results in writing, and promptly share test results with Ditto upon Ditto’s request. Ditto may perform its own testing on the Integration.
• 10.1.2. For any Integration, Partner will maintain and regularly test the interoperability and security of the Integration with subsequent releases of Partner Technology or Ditto Products during the Term.
• 10.1.3. If testing by either Party identifies any issues with the Integration, Partner will promptly resolve such issues, re-perform testing of the Integration, and provide the results to Ditto.

10.2 Intellectual Property. 

• 10.2.1. Partner Technology. Subject to the restrictions in the following paragraph, Partner grants Ditto during the Term a fully paid up, non-exclusive, royalty free, non-transferrable and non-sublicensable license to Partner Technology and the Integration to test and demonstrate the Integration between the Partner Technology and Ditto Products.

Ditto shall not, nor allow any third party to: (a) market, distribute, license, or otherwise make available the Partner Technology, including as a single product, on a stand-alone basis, or in any form, or on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (ii) copy, modify, or create derivative works of the Partner Technology, in whole or in part; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Partner Technology; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of any part of the Partner Technology, in whole or in part; (v) remove any proprietary notices from the Partner Technology; or (vi) use the Partner Technology in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

• 10.2.2. Ditto Products. Technology Partner may use the Ditto Products to test and develop the Integration subject to the license and restrictions set out in Section 4.2. ‍
• 10.2.3. Feedback. Either Party may provide Feedback related to the integrations, which the other may use without restriction.
• 10.2.4 This is not a joint development agreement, and the Parties do not intend to jointly develop, create or own any intellectual property under this Agreement.

10.3. Support. During Technology Partner’s development of the Integration, Ditto will treat all requests for Support Services as “Level 3” severity as described in Ditto’s standard Technical Support Policy available at https://www.ditto.com/legal/policies/technical-support, and Technology Partner may request Support Services using the processes described in the Technical Support Policy. For purposes of this Agreement, the use of “Customer” in the Technical Support Policy shall be interpreted as a reference to the Technology Partner.

10.4. Marketing. Partner will not market the Integration to end users without Ditto’s prior written approval, which Ditto may withhold in its sole discretion. The Parties may agree to jointly promote the Integration.

10.5. Additional Terms. Prior to making the Integration available to any third parties, the Parties shall enter into an Addendum setting forth appropriate privacy, security, warranty, and indemnification provisions

11. Compliance

11.1. Partner’s employees and representatives will be reasonably capable of effectively delivering Ditto’s value proposition and must be generally knowledgeable about the Ditto Products. Partner agrees that throughout the term of this Agreement it will: (i) conduct business in a manner that reflects favorably at all times on Ditto; and (ii) not engage in deceptive, misleading or unethical practices, including making any misleading or deceptive statements in connection with advertising the Ditto Products.

11.2. Partner will comply with all laws applicable to its operations and to its performance of its obligations under this Agreement, including anti-corruption, export control laws and data privacy regulations. Any breach may result in termination of this Agreement.

12. Choice of Law

This Agreement is governed by the laws of the State of New York and both parties consent to jurisdiction in state or federal courts located in New York County.

13. Miscellaneous

13.1. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency.

13.2. Assignment. Partner may not assign this Agreement without Ditto’s prior written consent.

13.3. Notice. Notice to either Party may be sent to the email address set forth in the signature block, or such other email address as a Party provides to the other. Notice may also be sent certified mail, return receipt requested, to the Party’s address in the first paragraph of this Agreement, Attention: Legal Department. Email notice will be deemed to have been received when sent; a mailed notice will be deemed delivered only if it is verified by written receipt.

13.4. Dispute Resolution. Any dispute arising under or in connection with this Agreement will be resolved by binding arbitration in New York County under the rules of the American Arbitration Association. Provided, however, that the foregoing does not prohibit either Party from seeking injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of intellectual property or other proprietary rights.

13.5. Force Majeure: Neither Party will be liable for delays or failures due to causes beyond its reasonable control.

13.6. Entire Agreement; Amendment. This Agreement, together with any referenced exhibits and guides, constitutes the entire agreement between the Parties regarding the Partner Program and supersedes all prior agreements. Any amendment must be in writing and signed by both Parties. In the event of a conflict between this Agreement and any referenced Support Guide, Marketing Guidelines, or Partner Development Terms, the terms of this Agreement shall prevail unless expressly stated otherwise.

13.7. Survival. The following provisions will survive any termination or expiration of this Agreement: 4.3 (Ownership), 6 (Disclaimers and Limitation of Liability), 7 (Confidentiality), 12 (Choice of Law), and 13 (Miscellaneous).

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Last Updated: 8/25/2025