DW SaaS – End User License Agreement

-----------------------------------

Last Edit: September 2, 2025

-----------------------------------

The following document refers to the EULA notice for users of Digital Watchdog Software as a Service products. The purpose of this information is to openly disclose and notify users of the policies and limitations when using the product.

Supported/Affected Products:

DW Spectrum Enterprise
myDW

IMPORTANT – Please Read Carefully

This End User License Agreement (this “EULA”) is a legally enforceable contract between You (either an individual or an entity) and Kaltec Electronics, Inc. (d/b/a Digital Watchdog, the “Company”) regarding the use of the Company’s software programs accompanying or provided under this EULA together with the software development kit made available by the Company, associated media, corresponding Documentation, technical configurations, and technical data (collectively, the “Software”). “Documentation” means the user’s guide and other documentation (including print and online), if any, provided to you with the Software.

This EULA governs your use of the Software and is subject to and incorporates by reference the terms of any separate Software as a Service Subscription Agreement ("SaaS Agreement") between you and the Company. In the event of any conflict between this EULA and the SaaS Agreement, the SaaS Agreement shall control with respect to subscription terms, service levels, fees, billing, data processing and termination provisions.

BY CLICKING THE “I ACCEPT” BUTTON BELOW OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU CONSENT TO BE LEGALLY BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY APPLICABLE SAAS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT OR THE SAAS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE.

In addition, certain third party programs or code (“Third Party Software”) are being provided to you under the terms and conditions of a separate end user license accompanying such Third Party Software (“Third Party Software Licenses”), which will be provided to you by the Company as part of the Documentation or may be made available for viewing by the Company at the website or webpage at https://dwspectrum.digital-watchdog.com/content/libraries (the “Third Party Site”). If required by any Third Party Software License, the Company will make such Third Party Software, and the Company’s modifications to that Third Party Software, available to you on the Third Party Site. The Company may be required or wish to provide you with certain notices or information about Third Party Software or Third Party Software Licenses and you acknowledge that such notices and information may be provided to you by the posting of such notices and information on the Third Party Site. The Company reserves the right to update the Third Party Site at any time without notice. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AS WELL AS THE TERMS OF THIRD PARTY SOFTWARE LICENSES AND ANY APPLICABLE SAAS AGREEMENT. IF YOU DO NOT AGREE TO ALL SUCH TERMS, DO NOT INSTALL OR USE THE SOFTWARE.

1. Definitions

For purposes of this EULA:

"SaaS Services" means the hosted software services provided by the Company under a separate SaaS Agreement, including but not limited to cloud-based storage, processing, analytics, monitoring, and remote access capabilities.
"Subscription Term" means the period during which you have a valid, paid subscription to the SaaS Services as defined in the applicable SaaS Agreement.
"Authorized Users" means the number of individual users permitted to access the Software and SaaS Services as specified in your current SaaS Agreement.
"Customer Data" means data uploaded, stored, or processed through the Software and SaaS Services.

2. License Grant

2.1 Subscription Based License. Subject to the terms and conditions of this EULA and any applicable SAAS Agreement, the Company grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to install and use the Software during an active Subscription Term, in object code version only, for your internal business use only, subject to the restrictions contained in this EULA.

2.2 License Dependency. Your license to use the Software is contingent upon maintaining an active subscription to the Company’s SaaS Services. Certain features of the Software may not function without a valid subscription, and the Company may disable Software functionality upon subscription expiration.

2.3 User and Device Limitations. Use of the Software is strictly limited to the number of Authorized Users and devices specified in your SaaS Agreement. You may not exceed these limits without upgrading your subscription.

3. Backup Copies and Data Collection

You may make one backup copy of the Software, provided your backup copy is not installed or used on any computer and further provided that all such copies shall bear the original and unmodified copyright, patent and other intellectual property markings that appear on or in the Software. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided in this EULA. You acknowledge and agree that the Software and SaaS Services may collect and transmit usage data, performance metrics, system information, feature utilization analytics and operational data to the Company for product improvement license compliance verification, service optimization, security monitoring and business analytics purposes. Such data collection may occur automatically and continuously during your use of the Software. This may include personally identifiable information, as described in the Company’s Privacy Policy, which is available at the Company’s website.

4. Ownership and Intellectual Property

You acknowledge that the Software, SaaS Services and any copies that you are authorized by the Company to make are the intellectual property of, and are owned by, the Company and its licensors. The structure, sequence and organization of the Software are valuable trade secrets and confidential information of the Company and its licensors. The Software is protected by copyright, including without limitation by United States copyright law, international treaty provisions and applicable laws in the country in which it is used. You acknowledge and agree that the Company, or its licensors, retain the ownership of all patents, copyrights, trade secrets, trademarks and other intellectual property rights pertaining to the Software. You will take no actions which adversely affect the Company’s intellectual property rights in the Software. This EULA is a license and not an agreement for sale. No title to, or ownership of, the Software, or any intellectual property rights subsisting therein, is transferred to you. You agree that any feedback, suggestions, improvements, or derivative works you create based on the Software shall become the exclusive property of the Company without compensation. This includes but is not limited to user interface modifications, workflow configurations, integration methods, and enhancement recommendations.

5. Restrictions on Use

The Software is licensed solely for your own internal business use during an active Subscription Term. The Company and its licensors reserve all rights not expressly granted to you in this EULA. Without limiting the generality of the foregoing, you shall not nor shall you permit any other party to: (i) make copies of the Software except as expressly set forth in this EULA, (ii) disassemble, decompile, reverse engineer or translate any part of the Software, or otherwise attempt to reconstruct or discover the source code of the Software; (iii) modify or create derivative works based upon the Software; (iv) externally distribute, sublicense, resell, encumber or otherwise transfer the Software; (v) rent, lease, lend, or use the Software, or any part thereof, for timesharing, service bureau or commercial hosting purposes; (vi) allow unauthorized third parties to copy, access, or use the Software or SaaS Services; (vii) alter or remove any copyright, trademark or other proprietary notice which may appear on the Software or in connection with the SaaS Services; (viii) take any action that would cause the Software to be placed in the public domain or become subject to an open source license agreement; (ix) use the Software to develop competing products or services; (x) exceed the user, device, storage, or usage limits specified in your SaaS Agreement; (xi) share, transfer, or misuse login credentials for SaaS Services; (xii) attempt to disrupt, interfere with, or compromise the security or availability of SaaS Services; (xiii) benchmark, test or evaluate the Software for competitive purposes; (xiv) use the Software in any manner that could damage the Company’s reputation; (xv) circumvent or disable any security features, license verification mechanisms, or usage monitoring systems; (xvi) use the Software after subscription expiration or during any suspension period; or (xvii) use the Software in any manner that violates any statute, law, rule, regulation, directive, guideline, bylaw whether presently in force or may be implemented by federal, state or local authorities.

6. Subscription Based Features and Billing

6.1 Feature Access. The software may provide access to different feature sets based on your subscription tier as defined in the SaaS Agreement. Features may be enabled, disabled or modified based on your current subscription status and payment history

6.2 Premium Features. The Company may offer certain premium features to you upon payment of license fees determined by the Company in its sole discretion (“Premium Features”). License fees are non-refundable and subject to change as provided in the SaaS Agreement. Failure to pay fees when due may result in immediate suspension of access to Premium Features and SaaS Services.

6.3 Billing Integration. The Software may integrate with the Company’s billing and subscription management systems to monitor usage, enforce limits, and manage feature access automatically.

7. Updates and Maintenance

7.1 Subscription-Based Updates. During an active Subscription Term, you may receive updates and upgrades to the Software in accordance with your subscription level. The Company may require mandatory updates and reserves the right to discontinue support for older versions.

7.2 Automatic Updates. The Company may automatically deploy updates to the Software and SaaS Services without prior notice. You agree to accept such updates as part of your subscription.

7.3 End of Support. Upon termination or expiration of your subscription, you will no longer receive updates, maintenance, or support for the Software.

8. Support and Service Levels

8.1 Support Scope. Support, maintenance, and service level commitments are governed by the SaaS Agreement. This EULA does not provide any independent support obligations.

8.2 No Warranty of Support. Except as expressly required by applicable law or as specified in a separate SaaS Agreement, nothing in this EULA entitles you to any support, maintenance, or new versions of the Software.

9. Data Ownership and Processing

9.1 Customer Data Ownership. You retain ownership of Customer Data, subject to the terms of this EULA and any applicable SaaS Agreement.

9.2 Data Processing Rights. You grant the Company a non-exclusive, worldwide, royalty-free license to access, use, process, and analyze Customer Data as necessary to provide SaaS Services, including for backup, security, optimization, analytics, and operational purposes.

9.3 Data Retention and Deletion. Upon termination of your subscription, data retention and deletion procedures will be governed by the SaaS Agreement. The Company reserves the right to delete Customer Data after termination in accordance with its data retention policies.

10. Disclaimer of Warranties

THE SOFTWARE AND SAAS SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. THE COMPANY AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE COMPANY NOR ITS LICENSORS REPRESENT OR WARRANT THAT THE SOFTWARE OR SAAS SERVICES WILL SATISFY YOUR REQUIREMENTS OR THAT THEY ARE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. The Company is not responsible for problems caused by changes in, or modifications to, the operating characteristics of any computer hardware or operating system for which the Software, SaaS Services or any upgrade or update is procured, nor is the Company responsible for problems which occur as a result of the use of the Software or SaaS Services in conjunction with software of third parties or with hardware, which does not meet the Company’s specific requirements. Some jurisdictions do not allow certain disclaimers or limitations of warranties, so some of these may not apply to you.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL THE COMPANY OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, THE SAAS SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE COMPANY’S ENTIRE LIABILITY TO YOU OR ANY OTHER PARTY FOR LOSS OR DAMAGE RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE FEE ACTUALLY PAID BY YOU TO THE COMPANY FOR THE SOFTWARE AND SAAS SERVICES, IF ANY, IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, the Company’s liability shall be limited to the greatest extent permitted by law.

12. Sole Remedy and Allocation of Risk

YOUR SOLE AND EXCLUSIVE REMEDY AND THE COMPANY’S SOLE AND EXCLUSIVE LIABILITY ARE SET FORTH IN THIS AGREEMENT AND THE SAAS AGREEMENT. This EULA and the SaaS Agreement defines a mutually agreed-upon allocation of risk.

13. Third Party Software Licenses

Third Party Software included with the Software or SaaS Services licensed under the terms of Third Party Software Licenses. You understand and agree that, although provided to you by the Company with the Software or SaaS Services, your use of Third Party Software shall be and is governed by such Third Party Software Licenses. You understand and acknowledge that Third Party Software is being provided “AS IS” WITHOUT ANY WARRANTY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. If there is a conflict between this EULA and the SaaS Agreement on the one hand, and any Third Party Software License with respect to Third Party Software on the other hand, the provisions of such Third Party Software License shall prevail.

14. Export Restrictions

You agree to comply with all export and re-export restrictions and regulations (“Export Restrictions”) imposed by the United States or any other country in which you conduct business. Without limiting the generality of the foregoing, and regardless of any disclosure made by you to the Company regarding an ultimate destination of the Software and SaaS Services, you represent and warrant that you understand the U.S. law currently prohibits the export or re-export, directly or indirectly (including via remote access) of U.S. origin products and technology to certain proscribed countries (including Cuba, Iran, Sudan, North Korea and Syria and/or any other country that may become subject to an embargo by the United States), entities, organizations and individuals, without prior authorization from the U.S. Government. You will not commit any act or omission that will result in a breach of any such Export Restrictions. Your breach of this clause shall constitute cause for immediate termination of this EULA. You represent that you are not located in, or acting on behalf of any person or entity in, any country subject to U.S. trade sanctions or export restrictions.

15. High Risk Activities

The Software and Saas Services are not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Use in High Risk Activities is strictly prohibited and you assume all risks. The Company specifically disclaims any express or implied warranty of fitness for High Risk Activities.

16. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, officers, directors, shareholders, employees, and agents from and against any claims, damages, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Software or SaaS Services; (b) your breach of this EULA or any SaaS Agreement; (c) your violation of any rights of another party; or (d) any Customer Data transmitted through the Software or SaaS Services.

17. Integration with SaaS Agreement

17.1 Complementary Agreements. This EULA governs use of downloadable Software components, while the SaaS Agreement governs access to hosted services. Both agreements are necessary for full functionality.

17.2 Hierarchy of Terms. In case of conflict between this EULA and the SaaS Agreement, the SaaS Agreement controls for subscription terms, billing, service levels, data processing, and termination, while this EULA controls for software licensing and intellectual property matters.

17.3 Modification Rights. The Company may modify this EULA at any time by posting revised terms on its website. Your continued use of the Software constitutes your acceptance of modifications.

18. Termination

18.1 Automatic Termination. This EULA will automatically terminate without notice upon expiration or termination of your SaaS Agreement, or upon your failure to comply with any material provision of this EULA.

18.2 Immediate Termination. The Company may terminate this EULA immediately without notice for: (i) breach of payment obligations; (ii) violation of usage restrictions; (iii) security violations; or (iv) any use that could harm the Company’s systems or reputation.

18.3 Effect of Termination. Upon termination, you must immediately: (i) cease all use of the Software and SaaS Services; (ii) uninstall all Software; (iii) destroy all copies of the Software; and (iv) return or destroy all Documentation. The sections of this EULA relating to ownership, indemnification, liability limitations, and confidentiality shall survive termination.

19. Miscellaneous

19.1 If you are a unit or agency of the United States Government, the following applies: The Software and SaaS Services are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in Subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in Subparagraph 252.227-7013 (c)(1)(ii) of the Rights in Technical Data and Computer Software at DFARS, and in similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Kaltec Electronics, Inc. dba Digital Watchdog.

19.2 This EULA shall be governed by the laws of the State of California, without reference to any choice of laws principles.

19.3 If a dispute arises out of or relates to this EULA, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The mediator shall have at least five years of experience in the security and monitoring software industry. Any unresolved controversy or claim arising out of or relating to this EULA, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) shall have at least five years of experience in the security and monitoring software industry. If all parties to the dispute agree, a mediator involved in the parties’ mediation may be asked to serve as the arbitrator. The arbitrator(s) will have no authority to award punitive, consequential, incidental or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. The mediation and arbitration shall be held exclusively in Los Angeles, California.

Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or cure breaches of Sections 4, 5 or 6 this EULA.

CLASS ACTION AND COLLECTIVE ACTION WAIVER: THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO PURSUE CLAIMS ON A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION BASIS. ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR(S) SHALL HAVE NO AUTHORITY TO CONDUCT ANY CLASS ARBITRATION, COLLECTIVE ARBITRATION, OR REPRESENTATIVE ARBITRATION, NOR SHALL THE ARBITRATOR(S) HAVE ANY AUTHORITY TO CONSOLIDATE INDIVIDUAL ARBITRATIONS INTO A SINGLE PROCEEDING OR CREATE ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. THIS CLASS ACTION WAIVER APPLIES TO BOTH ARBITRATION AND ANY COURT PROCEEDINGS.

19.4 You may not assign, sublicense, or transfer this EULA, the Software, or any rights or obligations hereunder without prior written consent of the Company. Any such attempted assignment, sublicense, or transfer will be null and void. The Company may terminate this EULA in the event of any such attempted assignment, sublicense, or transfer.

19.5 This EULA is in the English language only, and will only be provided in the English language, which language will be controlling in all respects, and all versions hereof in any other language will not be binding on the parties hereto. All communications and notices to be made or given pursuant to this EULA must be in the English language.

19.6 This EULA constitutes the final and complete understanding between you and the Company with respect to the subject matter of this EULA. Any modifications or waivers of this EULA must be in writing and signed by both parties hereto.

19.7 If any provision in this EULA is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this EULA shall remain in effect.

19.8 Failure or delay on the part of the Company to exercise any right, power, privilege, or remedy will not constitute a waiver of, or bar the later exercise of, that or any other right, power, privilege, or remedy of the Company.

19.9 No rule of strict construction shall apply against or in favor of either party in the construction and interpretation of this EULA.

By using the Software and the SaaS Services, you acknowledge that you have read, understood, and agree to be bound by this EULA and any applicable SaaS Agreement.

______________________________________________________________________________

For More Information or Technical Support

DW Technical Support: https://www.digital-watchdog.com/contact-tech-support/

DW Sales: sales@digital-watchdog.com | www.digital-watchdog.com