Ditto Authenticate Try Me Terms of Use

1. About these Terms

These Terms of Use (the "Terms") govern your access to and use of the Ditto Authenticate Try Me trial and sandbox environment made available at https://authenticate.ditto.id and related URLs (the "Service"). The Service is operated by Ditto.ID LLC, a Delaware limited liability company with its registered office at 251 Little Falls Drive, Wilmington, Delaware 19808, United States ("Ditto", "we", "us", "our").

By clicking "Start Free Trial", "Spin up my sandbox" or any similar button, signing up for the Service, downloading, installing or using any of the Trial Materials (as defined below), or otherwise accessing or using the Service, you ("You" or the "User") acknowledge that You have read, understood and agree to be bound by these Terms. If You do not agree to these Terms, You must not access or use the Service.

These Terms apply specifically to the Service and are in addition to, and prevail over in the event of conflict, the Ditto Website Terms of Service available at https://www.ditto.id/terms/ and the Ditto Privacy Policy available at https://www.ditto.id/privacy-policy/.

2. The Service

The Service is a free, self-service trial that provisions for You an isolated, dedicated Ditto Authenticate sandbox environment (the "Sandbox"), including a tenant, database, modules and pre-configured demo users, and makes available to You certain software, sample code, documentation and related materials so that You can evaluate and test the Ditto Authenticate platform and its software development kit. The Ditto Authenticate platform provides passwordless, device-bound and multi-factor authentication and related digital-identity capabilities.

In connection with the Service, Ditto may make available to You any or all of the following (collectively, the "Trial Materials"):

• the Sandbox, together with the connection details and the connection profile file required to connect to it (the "Connection Profile");
• a Ditto Authenticate demo mobile application pre-configured to connect to Your Sandbox (the "Demo App");
• the Ditto Authenticate software development kit and associated libraries, reference code and configuration (the "SDK");
• a sample application, including its source code, into which the SDK has been integrated (the "Sample App"); and
• the Ditto Authenticate developer documentation, guides and code walkthroughs (the "Documentation").

The Service, the Sandbox and the Trial Materials are provided for evaluation, development, internal testing and informational purposes only. They are not intended or authorised for production, live or business-critical use, and must not be relied upon to authenticate, authorise, protect or verify any real user, device, transaction or system. The Sandbox is a shared, non-production trial environment provisioned by automated means; it is not a certified, audited, hardened or production-grade environment, and Ditto gives no assurance as to its security, integrity, availability or fitness for any purpose. The Service does not establish any consultancy, advisory, professional services, vendor management or assurance relationship between You and Ditto.

The Sandbox and the Documentation may expose or describe advanced capabilities, including (without limitation) multi-device support, transaction signing, step-up authentication, mobile threat detection and identity verification (IDV/KYC). Any such capability is made available in the Sandbox for evaluation only, may differ from the corresponding capability in any production offering, and is subject to these Terms.

Eligibility, scope, supported platforms, trial duration, usage limits and the features made available through the Service are described on the Service pages and in the Documentation and may be updated, restricted, suspended or withdrawn by Ditto at any time without notice. Ditto may add, replace, modify or remove any Trial Material, feature, module, environment or capability at any time.

3. Eligibility and Authority

By accessing or using the Service, You represent and warrant that:

• You are at least 18 years of age and have the legal capacity to enter into binding contracts;
• You are acting in a professional, business or commercial capacity, and not as a consumer, and You are duly authorised by Your organisation to access the Service and to use the Trial Materials;
• You are not located in, organised under the laws of, or a national or resident of any country or territory that is the subject of comprehensive sanctions or embargoes administered or enforced by the United States (including OFAC), the United Nations, the United Kingdom, the European Union or any of its Member States, and You are not a person or entity with whom United States persons are restricted from dealing under applicable export control or sanctions laws; and
• Your access to and use of the Service complies with all applicable laws and regulations, including export control, sanctions, intellectual property, privacy and data protection laws.

4. Account Information and Verification

To use the Service, You must provide Your name and a valid business email address and complete any verification step. Ditto will use these details to provision Your Sandbox and to send You the access details and Trial Materials, typically by email. You agree that the information You provide is accurate, current and complete, and that You will not impersonate any other person or misrepresent Your affiliation with any organisation.

Ditto may, in its sole discretion and without notice or liability, refuse, suspend or terminate Your access to the Service, decline to provision or continue a Sandbox, or decline to deliver any Trial Material, including where it suspects misuse, breach of these Terms, or any risk to the integrity or security of the Service.

5. Sandbox Use, Test Data and Your Representations

The Sandbox is provided to You for evaluation and testing only. You are responsible for Your configuration and use of the Sandbox and for all activity that occurs under Your Sandbox, account or Connection Profile. You must keep Your Connection Profile and any Sandbox credentials confidential and must not share them with, or make them available to, any third party.

You must not process, upload, enter, store or transmit into the Sandbox, the Demo App, the Sample App or any other Trial Material, or otherwise provide to Ditto through the Service, any production, live or business-critical data, or any real personal data of any identifiable natural person (including any customer, employee or end-user personal data), any payment card data, protected health information, government identifiers, biometric data, production credentials, API keys, secrets, tokens or other regulated, confidential or sensitive data. You must use only synthetic or test data, and only test users, test accounts and test devices that You own or are authorised to use.

By accessing or using the Service and the Trial Materials, You represent and warrant that:

• You will use the Service, the Sandbox and the Trial Materials solely for lawful evaluation and testing of the Ditto Authenticate platform in accordance with these Terms;
• You will enrol, register or test only users, accounts, devices, applications, systems and environments that You own or in respect of which You hold all necessary authorisations;
• any data You input into or generate within the Sandbox is synthetic or test data and does not contain, and Your use of the Service will not cause Ditto to receive, any "personal data", "personal information" or equivalent regulated data of any identifiable or identifiable-by-reasonable-means natural person as such terms are defined under the EU General Data Protection Regulation (Regulation 2016/679), the UK GDPR, the California Consumer Privacy Act (as amended by the California Privacy Rights Act), the Virginia Consumer Data Protection Act, Brazil's Lei Geral de Proteção de Dados or any other applicable data protection law (collectively, the "Data Protection Laws");
• You have obtained all consents, notices and lawful bases required for any data You do input into the Sandbox, and You are solely responsible for ensuring the foregoing before inputting any such data; and
• Your access to and use of the Service and the Trial Materials, and any integration, testing or activity You undertake using them, comply with all applicable laws and regulations, and do not infringe any third-party intellectual property right, breach any contractual obligation owed by You to a third party, or violate any applicable law (including export control, computer misuse or privacy law).

To the extent that, contrary to these Terms, You input any personal data into the Sandbox or otherwise cause Ditto to receive any personal data through the Service, You are the controller of that personal data, Ditto processes it only to the limited extent necessary to provide the Service and in accordance with the Ditto Privacy Policy, and You are solely responsible and liable for any resulting non-compliance with the Data Protection Laws and shall indemnify Ditto in accordance with Section 14.

6. Licence to You; Reserved Rights; Feedback; Usage Data

6.1 Licence to You

Subject to Your continuing compliance with these Terms and for the duration of Your trial only, Ditto grants You a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free licence to install and use the SDK, the Sample App (including its source code), the Demo App, the Connection Profile and the Documentation solely for the internal purpose of evaluating and testing the integration of the Ditto Authenticate platform with Your own test application, on devices and in environments lawfully under Your control. This licence does not grant You any right to use the Trial Materials in production or for any commercial or live purpose.

6.2 Licence Restrictions

Except to the extent expressly permitted by these Terms or as permitted by applicable law notwithstanding a contractual prohibition, You must not, and must not permit any third party to:

• use the Service, the Sandbox or any Trial Material for any production, live, commercial or business-critical purpose, or to authenticate, authorise or protect any real user, device, transaction or system;
• distribute, publish, sell, rent, lease, lend, sublicense, transfer, host as a service, upload to any app store, deploy to any end user or production environment, or otherwise make the SDK, the Demo App, the Sample App or the Connection Profile available to any third party (other than sharing the Sample App source code and Documentation internally within Your organisation, on a confidential basis, for the permitted evaluation purpose);
• reverse engineer, decompile, disassemble, extract or attempt to derive the source code, structure, algorithms, detection logic or cryptographic methods of the SDK, the Demo App or any other Trial Material provided in object-code form, or circumvent, disable or tamper with any technical limitation, security measure or the Connection Profile;
• modify, adapt or create derivative works of the SDK, the Demo App or the Connection Profile, except that You may modify a local copy of the Sample App source code solely as reasonably necessary for Your permitted evaluation;
• use the Connection Profile, Sandbox credentials or tenant other than to connect to Your own Sandbox for the permitted evaluation purpose, or use any of them after the end of Your trial;
• remove, obscure or alter any proprietary notice, mark or attribution contained in any Trial Material; or
• use the Service, the Sandbox or any Trial Material to develop, train or improve, or to assist any third party to develop, train or improve, any product, service or model that competes with the Ditto Authenticate platform or any other Ditto offering.

6.3 Reserved Rights

As between You and Ditto, the Service, the Sandbox, the SDK, the Sample App, the Demo App, the Connection Profile, the Documentation, and all related software, detection logic, algorithms, cryptographic techniques, rule sets, templates, look and feel and documentation, together with all intellectual property rights in and to the foregoing, are and shall remain the exclusive property of Ditto and its licensors. Ditto reserves all rights not expressly granted to You under these Terms. Nothing in these Terms transfers to You any right, title or interest in or to any Trial Material other than the limited licence expressly set out in Section 6.1.

6.4 Feedback

"Feedback" means any feedback, comments, suggestions, ideas, requests, opinions, bug reports, error reports, evaluations, ratings or other information that You or any of Your personnel provide to Ditto, whether through the Service, by email or otherwise, in connection with the Service, the Trial Materials or any other Ditto product or service. You hereby irrevocably assign to Ditto, with full title guarantee and free of any third-party rights, all right, title and interest (including all intellectual property rights) in and to all Feedback, and to the maximum extent permitted by applicable law You unconditionally and irrevocably waive any and all moral rights and similar non-assignable rights in the Feedback. Ditto is under no obligation to use, attribute, compensate or maintain the confidentiality of any Feedback.

6.5 Usage Data

Ditto may collect, generate and use configuration, usage, telemetry, event, performance, diagnostic and log data arising from or generated in connection with Your access to and use of the Service, the Sandbox and the Trial Materials (excluding the test content You input, save to the extent necessary to operate the Service) (the "Usage Data"). As between You and Ditto, all Usage Data and all intellectual property rights in it are and shall remain the sole and exclusive property of Ditto. Ditto may use the Usage Data to operate, secure, monitor, maintain, support, improve, develop, test and commercialise the Service and any other current or future product, service or offering of Ditto or its group companies, including to develop and improve rule sets, heuristics, detection logic, scoring methodologies and machine-learning or other models, and to produce analytics, statistics and benchmarks, provided that any externally published statistics or benchmarks that identify You or Your organisation by name are made only in anonymised, de-identified or aggregated form except where You have given express prior written consent.

6.6 Acknowledgements; Survival

You acknowledge and agree that (a) the licences granted to You under this Section 6 are limited, revocable and provided free of charge for evaluation only; (b) the rights reserved to, and granted to, Ditto under this Section 6 (including in respect of Feedback and Usage Data) are a material inducement to Ditto's provision of the Service to You free of charge, and that Ditto would not provide the Service to You in their absence; and (c) the assignments, reservations and acknowledgements set out in Sections 6.3, 6.4 and 6.5 shall survive any termination or expiry of these Terms.

7. Sandbox Environment, Availability and Deletion

The Sandbox is a shared, isolated, non-production trial environment. Ditto may host, operate, monitor, suspend, throttle, reset, re-provision, expire or delete the Sandbox and all configurations, test users, test data and other content within it at any time, in its sole discretion and typically at the end of Your trial period, in each case with or without notice. The Connection Profile and any Sandbox credentials are tied to Your Sandbox and may be rotated, revoked or invalidated at any time.

Ditto does not guarantee that the Service or the Sandbox will be available, uninterrupted, timely, secure or error-free, and is under no obligation to monitor, log, preserve, back up, export or restore any configuration, test user, test data or other content associated with the Sandbox. You are solely responsible for retaining anything You wish to keep, subject always to Your obligation under Section 5 not to input any real or production data into the Sandbox.

Ditto retains the account information described in Section 4, together with Sandbox and account metadata and Usage Data, in each case in accordance with the Ditto Privacy Policy and Section 11 below. Ditto does not guarantee that the Service, the Sandbox or the Trial Materials will detect, prevent or protect against any threat, attack, fraud or vulnerability, and no result observed in the Sandbox is a representation as to how any Ditto product will perform in production.

8. Trial Materials. Intellectual Property and Use

As between You and Ditto, the Trial Materials, the underlying software, source code, detection logic, cryptographic techniques, scoring methodology, rule sets, templates, look and feel, and all related documentation are and shall remain the exclusive property of Ditto and its licensors, and are protected by intellectual property and other proprietary rights. Your use of the Trial Materials is licensed, not sold, and is permitted only as expressly set out in Section 6.

You must not (a) sell, sublicense, rent or otherwise commercially exploit any Trial Material; (b) publish or publicly disclose the SDK, the Demo App, the Sample App source code, the Connection Profile or any non-public Documentation, or any portion of them (subject to Section 8.2); (c) use any Trial Material, or any branding, name or logo of Ditto, as a certification, accreditation, endorsement, security seal, marketing claim or comparative benchmark; (d) modify any Trial Material or Documentation so as to misrepresent Ditto or its products; or (e) remove or alter any proprietary notices contained in any Trial Material.

8.1 Third-Party and Open-Source Components

The SDK, the Sample App and the Demo App may incorporate or make use of open-source and other third-party software components, which are made available subject to their respective licences and notices, copies of which Ditto will provide on written request. Such components are provided "AS IS" and without any warranty of any kind, and Ditto does not endorse, warrant, support or accept any responsibility or liability for any third-party component. To the extent any provision of these Terms is held to be inconsistent with the licence of any such component, that licence shall prevail solely as between You and the licensor of the relevant component.

8.2 Non-Publication and Coordinated Disclosure

Without limiting any other provision of these Terms, You shall not, and shall procure that Your personnel, contractors and recipients shall not, publish, disclose, present, post, blog, lecture, write up, demonstrate or otherwise communicate to any third party or to the public any vulnerability, weakness, defect, finding, indicator, exploit, proof-of-concept, technique, methodology, detection rule, benchmark or attack path that is contained in, based on or derived from the Service, the Sandbox or any Trial Material (each a "Finding"), in each case without Ditto's prior written consent.

If You believe a Finding warrants disclosure (for example, as part of legitimate security research), You must first notify Ditto in writing at security@ditto.id with reasonable detail of the proposed disclosure and afford Ditto at least ninety (90) days to investigate and remediate before any disclosure. Ditto may, at its discretion, withhold consent, condition consent on changes to the proposed disclosure, or extend the disclosure window where required for remediation. This Section 8.2 does not apply to disclosures required by binding court order (provided that You give Ditto prompt written notice and reasonable cooperation to seek a protective order).

You shall not name, reference, criticise or attribute findings to Ditto, the Service, the Sandbox, the SDK, the Sample App or the Demo App in any public statement or publication without Ditto's prior written consent.

9. Acceptable Use

You agree that You will not:

• use the Service, the Sandbox or any Trial Material in any way that You are not authorised to, or against any user, account, device, application, system or network that You do not own or in respect of which You do not hold express authorisation;
• use the Service in any way that breaches any applicable law or regulation, or in furtherance of any unlawful, fraudulent or harmful purpose;
• input any real, production, personal or otherwise regulated or sensitive data into the Sandbox or any Trial Material in breach of Section 5;
• probe, scan, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, detection logic, cryptographic methods or scoring methodology of the Service, the Sandbox or any Trial Material provided in object-code form;
• use any robot, scraper, bot or other automated means to access the Service, or generate requests, enrolments or transactions on a bulk, automated, repeated or excessive basis;
• interfere with, disrupt, damage, overload or impair the Service, the Sandbox or any servers, networks or systems used to provide the Service, or attempt to gain unauthorised access to any part of them or to any other tenant or environment;
• use the Service, the Sandbox or any Trial Material to develop, train or improve any product, service or model that competes with the Ditto Authenticate platform or any other Ditto offering;
• use the Service in any manner that could damage, disable, overburden, impair or bring into disrepute Ditto or its group companies;
• use any Trial Material to facilitate or attempt to facilitate unauthorised access to, fraud against, account takeover of, denial of service against or interception of communications with any third party or any service operated by a third party; or
• publish, post, share, present or otherwise communicate to any third party any Finding (as defined in Section 8.2) other than in accordance with the coordinated disclosure process set out in Section 8.2.

10. Disclaimers. No Warranty

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE SANDBOX AND THE TRIAL MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND DITTO AND ITS GROUP COMPANIES, LICENSORS AND SUPPLIERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE OR NON-INFRINGEMENT.

Without limiting the foregoing, Ditto does not warrant or represent that:

• the Service, the Sandbox or any Trial Material will be available, uninterrupted, timely, secure or error-free;
• the SDK, the Sample App, the Demo App or the Documentation will be accurate, complete, current, reliable or free of defects, errors or vulnerabilities, or fit for any particular purpose;
• the Service, the Sandbox or any Trial Material will meet Your requirements or be compatible with, or suitable for integration into, any particular application, device, platform or environment;
• any authentication, security, threat-detection or identity-verification capability demonstrated, described or made available in the Sandbox or the Documentation will perform in the same manner, or achieve any particular security, compliance or audit outcome, in any production or live environment;
• the Service, the Sandbox or any server used to provide them are free of viruses or other harmful components; or
• any defects or errors in the Service, the Sandbox or the Trial Materials will be corrected.

You acknowledge and agree that any decisions made or actions taken (or not taken) on the basis of the Service, the Sandbox or the Trial Materials are made at Your own risk, and that You are solely responsible for the security, compliance and quality of any application or system that You develop, deploy or operate, including any application into which You integrate the SDK.

11. Privacy and Data Protection

Ditto processes personal data in connection with the Service in accordance with the Ditto Privacy Policy available at https://www.ditto.id/privacy-policy/ and, where applicable, the Ditto Authenticate / Ditto apps privacy notice at https://privacy.ditto.id/ditto-apps-privacy.html.

In summary, in connection with the Service, Ditto processes:

• Your name, business email address and verification status, to provision Your Sandbox, deliver the Trial Materials and access details, and communicate with You about the trial;
• Sandbox and account metadata, including the tenant and reference identifiers generated for You, timestamps, and technical attributes of Your Sandbox and use of the Service;
• Usage Data generated through Your use of the Service and the Trial Materials, and usage analytics and event data generated through Google Tag Manager and other tools embedded in the Service pages; and
• where You opt in or where required by applicable law, marketing data captured into our customer relationship management platform for follow-up by Ditto's sales and marketing teams.

The legal bases on which Ditto relies, the retention periods, the categories of recipients, the safeguards applied to international data transfers (including transfers to the United States), and Your rights as a data subject (including the right to access, rectify, erase, object, restrict, port and complain to a supervisory authority) are described in the privacy notices referenced above.

The Service is not designed, contracted or made available as a data-processing service, and is not intended to receive personal data of real individuals. You represent and warrant on a continuing basis that You will not input into the Sandbox, and that Your use of the Service will not cause Ditto to receive, any personal data, personal information or equivalent regulated data of any identifiable or identifiable-by-reasonable-means natural person within the meaning of any of the Data Protection Laws. If any such personal data is, contrary to this Section 11 and to Section 5, input into the Sandbox or received by Ditto, You shall be solely liable for any resulting non-compliance with Data Protection Laws, including notifying any affected individuals or supervisory authorities, and You shall indemnify Ditto in accordance with Section 14. Ditto reserves the right, on becoming aware of any such personal data, to delete it immediately without notice and to suspend or terminate Your access to the Service.

12. Confidentiality

Ditto will treat any non-public test data or configuration that You input into the Sandbox as confidential information of the User and will not disclose it to any third party except (i) to its group companies, employees, contractors and service providers who need to know it for the purposes of operating, securing and improving the Service and who are bound by written confidentiality obligations, (ii) where required by law, regulation, court order or competent authority, or (iii) where the information has otherwise become public through no breach by Ditto.

You will treat the SDK, the Sample App source code, the Demo App, the Connection Profile, the structure, format, detection logic, cryptographic methods and any non-public information about the Service, the Sandbox and the Trial Materials as the confidential information of Ditto, will use it solely for the purposes permitted under these Terms, and will not disclose it to any third party other than as expressly permitted under Section 6 or Section 8.

13. NO LIABILITY

THE SERVICE, THE SANDBOX AND THE TRIAL MATERIALS ARE PROVIDED TO YOU FREE OF CHARGE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, NEITHER DITTO NOR ANY OF ITS GROUP COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SERVICE PROVIDERS (TOGETHER, THE "DITTO PARTIES") SHALL HAVE ANY LIABILITY WHATSOEVER TO YOU OR TO ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH:

• Your access to or use of, or inability to access or use, the Service, the Sandbox or the Trial Materials;
• any decision made or action taken or not taken in reliance on the Service, the Sandbox or the Trial Materials;
• any vulnerability, defect, weakness, risk, malware, breach or other issue in any application, system, network or device of You or any third party, including any application into which You integrate the SDK;
• any deletion, corruption, loss, unauthorised access to or disclosure of any Sandbox, configuration, test data, account information or other data;
• any interruption, suspension, discontinuance, modification, error or failure of the Service or the Sandbox; or
• any use or onward transmission of any Trial Material by You or any third party.

WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE DITTO PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, ANTICIPATED SAVINGS, GOODWILL, REPUTATION OR DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF STATUTORY DUTY OR OTHERWISE, AND EVEN IF SUCH DAMAGES WERE FORESEEABLE OR DITTO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL AGGREGATE LIABILITY OF THE DITTO PARTIES ARISING OUT OF OR RELATING TO THE SERVICE, THE SANDBOX, THE TRIAL MATERIALS OR THESE TERMS SHALL IN ALL EVENTS BE LIMITED TO ZERO UNITED STATES DOLLARS (USD 0.00).

Nothing in these Terms excludes or limits any liability that cannot, as a matter of applicable law, be excluded or limited, including liability for fraud or fraudulent misrepresentation.

You acknowledge and agree that the disclaimers, limitations and exclusions of liability in these Terms are essential elements of the bargain between You and Ditto, that the Service would not be made available to You free of charge in their absence, and that they shall apply even if any remedy is found to fail of its essential purpose.

14. Indemnification

You shall defend, indemnify and hold harmless the Ditto Parties from and against any and all claims, actions, proceedings, demands, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of or in connection with: (a) Your access to or use of the Service, the Sandbox or the Trial Materials; (b) any breach by You of these Terms (including any of Your representations and warranties in Sections 3 and 5); (c) Your violation of any applicable law or the rights of any third party (including any intellectual property, privacy, confidentiality or contractual right); (d) any use, disclosure or sharing of any Trial Material by You or any person to whom You have made it available; and (e) any data You input into the Sandbox or otherwise provide to Ditto through the Service.

Ditto may at its election (and at its own expense) assume the exclusive defence, conduct and settlement of any claim, action or proceeding that is subject to indemnification by You, in which event You shall, at Your own expense, cooperate fully with Ditto, provide all information and assistance reasonably requested, and take no action that prejudices Ditto's defence or rights. You shall not settle, compromise, admit liability in respect of or make any public statement concerning any such claim, action or proceeding without Ditto's prior written consent (which Ditto may grant or withhold in its sole discretion).

15. Suspension and Termination

Ditto may, at any time, for any or no reason, and in its sole discretion, suspend, restrict, throttle, modify, withdraw, expire or discontinue the Service, the Sandbox or any Trial Material (in whole or in part), terminate Your access to the Service, and permanently bar You, Your email address, Your organisation and any associated IP address or device from accessing the Service, in each case with or without notice, without any right of cure, and without any liability to You or to any third party. No refund or credit shall be payable on any termination, the Service being provided free of charge.

You may stop using the Service at any time. On any expiry of Your trial or termination of these Terms, all licences granted to You under Section 6 immediately terminate, and You must cease all use of, and delete or destroy all copies of, the SDK, the Sample App, the Demo App, the Connection Profile and any Sandbox credentials in Your possession or control, and Ditto may delete Your Sandbox and all content within it. Sections 5 (last paragraph), 6 (to the extent stated in Section 6.6), 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18 shall survive any termination or expiry of these Terms.

16. Export Control and Sanctions

The Service and the Trial Materials (including the SDK and any cryptographic functionality, technical data or software contained in or derived from them) may be subject to United States export control and sanctions laws, including the Export Administration Regulations (EAR) and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), as well as similar laws of other jurisdictions. You agree to comply with all such laws and not to export, re-export, transfer or make available the Service or any Trial Material, directly or indirectly, to any destination, person or end use prohibited by such laws.

17. Changes to these Terms

Ditto may amend or replace these Terms at any time by posting the revised Terms on the Service pages or by otherwise notifying You. The revised Terms will take effect immediately upon posting, unless a later effective date is specified. Your continued access to or use of the Service following such posting constitutes Your acceptance of the revised Terms. If You do not agree with the revised Terms, You must stop using the Service.

18. General

18.1 Entire Agreement

These Terms, together with the Ditto Website Terms of Service and the privacy notices referenced above, constitute the entire agreement between You and Ditto in relation to the Service and supersede any prior or contemporaneous understandings, communications or agreements (whether written or oral) on the same subject matter. These Terms do not amend or supersede the terms of any separate written agreement between You (or Your organisation) and Ditto or any Ditto group company for paid products or services; in the event of conflict, the separate written agreement shall prevail to the extent of the conflict, but only as between the parties to that agreement.

18.2 Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or, if such modification is not possible, severed, and the remaining provisions of these Terms shall continue in full force and effect.

18.3 No Waiver

No failure or delay by Ditto in exercising any right, power or remedy under these Terms shall operate as a waiver of that right, power or remedy.

18.4 Assignment

Ditto may assign, transfer or delegate any of its rights or obligations under these Terms, in whole or in part, to any of its group companies or to any successor in connection with a merger, acquisition or sale of all or substantially all of its assets, in each case without Your consent. You may not assign or transfer any of Your rights or obligations under these Terms without Ditto's prior written consent. Any purported assignment in breach of this Section is void.

18.5 No Third-Party Beneficiaries

These Terms are between You and Ditto. Except for the Ditto Parties (who are intended third-party beneficiaries of Sections 10, 13 and 14), no other person shall have any right to enforce any provision of these Terms.

18.6 Force Majeure

Ditto shall not be liable for any failure or delay in performing any of its obligations under these Terms to the extent such failure or delay results from any cause beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, governmental action, labour disputes, fire, flood, storm, earthquake, power, internet or telecommunications failures, or cyberattack.

18.7 Independent Contractors

Nothing in these Terms creates any partnership, joint venture, agency, fiduciary or employment relationship between You and Ditto.

18.8 No Reliance

You acknowledge and agree that, in entering into these Terms and accessing the Service, You have not relied on, and shall have no remedy in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) other than as expressly set out in these Terms. You waive any claim for innocent or negligent misrepresentation based on any statement made by Ditto outside of these Terms.

18.9 Limitation Period

To the fullest extent permitted by applicable law, any claim or cause of action by You arising out of or relating to the Service, the Sandbox, the Trial Materials or these Terms must be commenced within one (1) year after the cause of action accrues, failing which it shall be permanently and irrevocably barred. The parties expressly waive any longer statute of limitations or limitation period that would otherwise apply.

18.10 No Service Levels or Support

The Service is provided without any service level commitments, uptime guarantees, support, maintenance, security commitments or notice obligations of any kind. Ditto has no obligation to monitor, log, preserve, back up or restore any data, configuration, Sandbox or other content associated with the Service, and may purge any such data at any time without notice.

18.11 Notices

Ditto may give You notice under these Terms by email to the address You provided during verification, by posting on the Service pages, or by any other reasonable means. Notices are deemed received when sent or posted. You are responsible for ensuring that Your verified email address remains current and for periodically reviewing the Service pages for updates.

18.12 Equitable Relief

You acknowledge that any breach by You of Sections 5, 6, 8, 9, 12 or 13 may cause Ditto irreparable harm for which monetary damages would be inadequate, and that Ditto shall be entitled to seek injunctive and other equitable relief in respect of any such breach or threatened breach, without the need to post bond or prove actual damages, in addition to any other remedies available at law or in equity.

18.13 Third-Party and Open-Source Components

The Trial Materials incorporate and make use of open-source and other third-party software components, as further described in Section 8.1. Such components are made available subject to their respective licences and notices, copies of which Ditto will provide on written request. Ditto does not endorse, warrant, support or accept any responsibility or liability for any such component, which is provided "AS IS" and without any warranty of any kind. To the extent any provision of these Terms is held to be inconsistent with the licence of any such component, that licence shall prevail solely as between You and the licensor of the relevant component.

19. Governing Law and Dispute Resolution

19.1 Governing Law

These Terms, and any non-contractual rights or obligations arising out of or in connection with them or the Service, shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., shall govern the interpretation, enforcement and proceedings pursuant to Sections 19.2, 19.3 and 19.4.

19.2 Mandatory Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND DITTO TO RESOLVE ALL DISPUTES THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS AND WAIVES THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.

Any dispute, claim or controversy arising out of or relating to these Terms, the Service, the Trial Materials or the relationship between You and Ditto (including the existence, scope, validity, interpretation, performance, breach or termination of these Terms, and including any tort, statutory or non-contractual claim) (each a "Dispute") shall be referred to and finally resolved by binding arbitration administered by the American Arbitration Association (the "AAA") in accordance with its Commercial Arbitration Rules then in effect (or, where applicable, its Consumer Arbitration Rules), as modified by these Terms.

The arbitration shall be conducted by a single arbitrator selected in accordance with the applicable AAA rules. The seat and legal place of the arbitration shall be the Borough of Manhattan, City and State of New York, United States, and the arbitration hearings shall be held in New York County, New York (or, by agreement of the parties or where the arbitrator so orders, by video conference). The language of the arbitration shall be English. The arbitrator shall have exclusive authority to resolve any Dispute, including any issue concerning the arbitrability of a Dispute, the validity, enforceability or scope of this Section 19, and the validity of the class-action and jury-trial waivers below. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

19.3 Class Action and Jury Trial Waiver

YOU AND DITTO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, REPRESENTATIVE OR PRIVATE-ATTORNEY-GENERAL ACTION OR PROCEEDING.

The arbitrator may not consolidate more than one party's claims and may not otherwise preside over any form of representative or class proceeding. If a court or arbitrator decides that any part of this Section 19.3 is invalid or unenforceable, the remainder of this Section 19 shall remain in effect, except that if a court or arbitrator decides that the prohibition on class, collective, consolidated, representative or private-attorney-general proceedings is invalid or unenforceable, then the entirety of this Section 19.2, 19.3 and 19.5 shall be null and void as to such claim, which shall proceed in court in accordance with Section 19.6.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND DITTO EACH IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE OR THE TRIAL MATERIALS.

19.4 Carve-Outs from Arbitration

Notwithstanding Section 19.2, either party may bring an individual claim in a small-claims court of competent jurisdiction if it qualifies, and Ditto may at any time, in any court of competent jurisdiction, seek (a) injunctive, equitable or other interim or provisional relief to protect or enforce its intellectual property rights, confidential information or the licences granted under Section 6, or (b) injunctive, equitable or other interim or provisional relief to restrain or prevent any actual or threatened breach by You of Sections 5, 8, 9, 12 or 13. Seeking such relief in court does not waive any party's right to arbitrate any other Dispute under this Section 19.

19.5 Costs and Fees

Each party shall bear its own attorneys' fees, costs and disbursements in connection with any arbitration under this Section 19, except to the extent the arbitrator concludes that applicable law requires Ditto to bear the User's share of administrative or arbitrator fees in order for the arbitration agreement to be enforceable, or that the prevailing party is entitled to recover such fees under applicable law.

19.6 Forum for Non-Arbitrable Disputes

To the extent any Dispute is, for any reason, not subject to arbitration under Sections 19.2 to 19.5, You and Ditto irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City and State of New York, United States, in respect of that Dispute, and each party waives any objection to such venue on the grounds of inconvenient forum or otherwise.

20. Contact

Questions about these Terms or the Service can be addressed to: