Last updated: February 20, 2026
PLEASE READ THESE TERMS OF SERVICE (THESE “TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY SPECTER, INC. (“COMPANY”). BY (1) EXECUTING ONE OR MORE WRITTEN ORDERS WITH COMPANY THAT REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), (2) CLICKING A BOX INDICATING ACCEPTANCE, OR (3) ACCESSING OR USING THE PRODUCTS (AS DEFINED BELOW), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS
AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS OF SERVICE
SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
1. Definitions.
1.1 “Confidential Information” means and includes the terms of this Agreement, the Product(s) and all confidential or
proprietary information of either party, including without limitation, software, know-how, trade secrets, formulas, processes,
ideas, inventions (whether patentable or not), designs, schematics and other technical, business, financial, customer, supplier or
product information, data or development plans, of any nature and in any form, provided that such information is either
identified as “confidential,” “proprietary,” or similar or is disclosed in such circumstances or is of such a nature that a reasonable
person would consider such information to be confidential or proprietary.
1.2 “Data” means information, data, video, images and other content, in any form or medium, that is collected, uploaded or
otherwise received, directly or indirectly from Customer, through use of the Products or otherwise in connection with this
Agreement.
1.3 “Documentation” means the specifications, user manuals and installation instructions that are provided by or on behalf
of Specter in connection with the Products, including updated or revised versions provided by Specter to Customer.
1.4 “Hardware” means the hardware, together with any related non-software components, including any such hardware set
forth on an Order Form, that is delivered by or on behalf of Specter to Customer.
1.5 “Platform” means the platform provided by or on behalf of Specter to Customer, including any such platform described
on an applicable Order Form.
1.6 “Products” mean, individually or collectively, the Hardware and Software provided by or on behalf of Specter to
Customer.
1.7 “Sites” shall mean the Customer locations set forth in an applicable Order Form or as otherwise agreed upon in writing
by the parties.
1.8 “Software” means, individually or collectively, (i) any embedded microcode, firmware or operating system software
that is made available with certain of Specter’s Hardware, and (ii) the Platform, access to which may be made available
independently from Hardware.
2. Lease of Products; Delivery; Installation; Maintenance.
2.1 Lease of Products. Subject to Customer’s payment of all applicable Fees, Specter agrees to lease to Customer, and
Customer agrees to accept the lease of, the Products. Customer’s right to use the Products begins upon delivery and continues
for the Term (as defined herein).
2.2 Delivery; Installation. Specter will use commercially reasonable efforts to deliver to Customer and install the
Hardware at the applicable Site(s) in accordance with the terms set forth in an applicable Order Form or as otherwise provided
by Specter to Customer. Specter and its suppliers and licensors shall at all times retain all title to and ownership of the Products
and all copies thereof. Customer may not remove any Hardware from the Site(s) without Specter’s prior written consent.
2.3 Maintenance. Customer shall perform and document routine and reasonable maintenance of the Hardware, at
Customer’s expense, and shall keep the Hardware in good working order throughout the Term. Customer shall promptly notify
Specter if the Hardware malfunctions, is damaged, or is lost, and shall cooperate with Specter, at Customer’s expense, to
determine and implement an appropriate repair or replace solution; provided that, any repair or replacement solution will be
determined in Specter’s sole discretion and Customer may not attempt any repairs of any Hardware without Specter’s prior
written authorization.
3. License and Restrictions.
3.1 License. Specter hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable,
license to use the Products (including any Software updates, upgrades or replacements provided by Specter) in accordance with
this Agreement and any Documentation or written instructions supplied by Specter, solely for Customer’s internal business
purposes, and not for any other purpose, including without limitation not for production or commercial purposes, and solely
during the applicable Term.
3.2 Restrictions. Customer shall not, directly or indirectly: (i) copy, modify, or make derivative works based on the
Products (or any portion thereof); (ii) distribute, sell, rent, lease, transfer, or sublicense the Products (or any portion thereof); (iii)
reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or structure, sequence, or
organization of the Products; (iv) analyze, use, or otherwise access the Products to build a similar or competitive product or
service or to copy its features or functionality; (v) analyze or use the Products for any benchmarking study or other competitive
purposes; (vi) remove any proprietary notices, labels, or marks on the Products; (vii) remove or otherwise tamper with any seals
on the Hardware; or (viii) permit or provide assistance to any other party in doing any of the foregoing. Customer represents and
warrants that it (a) shall use the Products in compliance with all applicable local, state, national, and foreign laws and treaties,
and (b) shall not use the Products in a manner that violates any third-party intellectual property, contractual, or other proprietary
rights.
4. Fees. Customer shall pay Specter the fees and expenses in the amounts specified in an applicable Order Form or as
otherwise agreed in writing by the parties (the “Fees”). Unless otherwise specified in an Order Form, the Fees shall become due
and payable within thirty (30) days after Customer’s receipt of invoice. Any payment not paid within ten (10) business days
after the due date shall bear a late payment charge, until paid, at the rate of one and one half percent (1.5%) per month, or the
maximum amount permitted by law, whichever is less. All Fees are non-refundable and not subject to set off. Fees do not
include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added,
sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”).
Customer is responsible for paying all Taxes associated with the Products under this Agreement and all Order Forms, excluding
Taxes based solely on Specter’s net income.
5. Data.
5.1 Data. Customer shall retain all right, title and interest to all Data. Customer, not Specter, shall have sole responsibility
for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all
Data, and Customer represents and warrants that it has all rights and/or consents necessary to collect the Data and to provide
such Data to Specter as contemplated hereunder, in each case without any infringement, violation or misappropriation of any
third party rights (including, without limitation, intellectual property rights and rights of privacy). Customer hereby grants to
Specter a worldwide, royalty-free, fully paid-up, non-exclusive license and right to use, process, store, copy, modify, create
derivative works of, and otherwise exploit Data: (i) to perform functions, activities, or services for, or on behalf of, Customer
pursuant to this Agreement; and (ii) to perform its obligations under this Agreement.
5.2 Aggregated De-Identified Data. “Aggregated De-Identified Data” means data submitted to, collected by, or generated
by Specter in connection with Customer’s use of the Products or otherwise in connection with this Agreement but only in
aggregate, de-identified form which can in no way be linked specifically to Customer. Customer expressly grants Specter
permission to use and modify (but not disclose) Data for the purposes of generating Aggregated De-Identified Data, and Specter
may freely use, retain and make available Aggregated De-Identified Data for any purpose, including, but not limited to, product
improvement, training, testing and marketing of the Products.
6. Feedback. In the event that Customer or its employees, contractors or agents request, recommend or otherwise
suggest to Specter changes, enhancements, modifications or improvements to the Products (“Feedback”), Customer agrees that
all Feedback is and shall be given entirely voluntarily. Customer hereby assigns and agrees to assign to Specter all right, title
and interest worldwide in and to the Feedback, and all intellectual property rights therein. Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for or upon Specter. Specter shall be free to use,
disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without
obligation or restriction of any kind on account of intellectual property or otherwise.
7. Confidentiality. Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence
and not use or disclose any Confidential Information of the disclosing party and shall similarly bind its employees, consultants,
independent contractors and clients in writing. Confidential Information does not include information that (i) is previously
rightfully known to the receiving party without restriction on disclosure, (ii) is or becomes known to the general public, through
no act or omission on the part of the receiving party, (iii) is disclosed to the receiving party by a third party without breach of any
separate nondisclosure obligation, or (iv) is independently developed by the receiving party. Upon the expiration or termination
of this Agreement, all of the Confidential Information (including any copies) of the disclosing party will be returned to the
disclosing party, and the receiving party will make no further use of such materials. If required by law, the receiving party may
disclose Confidential Information of the disclosing party, but will give adequate prior notice of such disclosure to the disclosing
party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefore.
8. Term and Termination; Return of Hardware; Risk of Loss.
8.1 Term. The term of this Agreement shall commence on the Effective Date and shall expire on the date that the last Order
Form then in effect expires or is terminated or such other date that is mutually agreed upon by the parties in writing, unless
terminated earlier in accordance with this Agreement.
8.2 Termination. This Agreement may be earlier terminated by either party (a) if the other party materially breaches a
provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of such breach
from the non-breaching party, or (b) immediately upon written notice, if the other party makes any assignment for the benefit of
creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party’s
property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition
or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within ninety (90) days,
or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary
course. Termination of this Agreement shall terminate all outstanding Order Forms.
8.3 Effect of Termination; Return of Hardware. Upon any expiration or termination of any Order Form or this Agreement,
all corresponding rights, obligations and licenses of the parties shall cease, except that (i) all obligations that accrued prior to the
effective date of termination (including without limitation, all payment obligations) shall survive; (ii) Customer shall
immediately cease using, destroy and remove from all computers, hard drives, networks and other storage media all copies of
the Software; (iii) Customer shall return to Specter all Hardware in accordance with Specter’s instructions, in the same condition
as delivered, reasonable wear and tear excepted; and (iv) the provisions of Sections 1, 3.2, 4, 5.2, 6, 7, 8.3, 8.4, 9.2, and 10
through 12 (inclusive) shall survive any such expiration or termination.
8.4 Risk of Loss; Damage. Customer shall bear all risk of loss, theft or damage (normal wear and tear excepted) from the
moment the Hardware is delivered to the applicable Site(s) until it is returned to Specter as set forth herein. In the event of loss,
theft or damage (other than normal wear and tear), Specter will invoice Customer for the reasonable cost to repair, or to replace,
the Hardware (as applicable), such cost as determined by Specter in its sole discretion. Customer agrees to pay any such invoice
within five (5) days of the date of the applicable invoice.
9. Warranties; Disclaimer.
9.1 General. Each party represents and warrants that: (i) it is duly organized and validly existing under the laws of the
jurisdiction in which it is organized; (ii) it has full power and authority, and has obtained all approvals, permissions and consents
necessary, to enter into this Agreement, to perform its obligations and to grant the rights hereunder; (iii) this Agreement is legally
binding upon it and enforceable in accordance with its terms; and (iv) the execution, delivery and performance of this
Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which
it is a party or by which it may be bound.
9.2 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, THE PRODUCTS AND ALL RELATED INFORMATION, TECHNOLOGY, AND
SERVICES PROVIDED BY OR ON BEHALF OF SPECTER ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND
WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND SPECTER EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF ADVISE OF THE PURPOSE), ACCURACY, TITLE, AND/OR NON-INFRINGEMENT. IN ADDITION, SPECTER DOES NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE, THAT THE PRODUCTS WILL MEET CUSTOMER’S NEEDS, THAT DATA WILL NOT BE LOST, THAT THE PRODUCTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PRODUCTS (INCLUDING ANY INFORMATION OR CONTENT ACCESSED IN CONNECTION THEREWITH) ARE ACCURATE, COMPLETE, ERROR-FREE, OR UP-TO-DATE.
10. Indemnification.
10.1 Customer. Customer shall defend, indemnify, and hold harmless Specter, its affiliates and each of its and its affiliates’
employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”) that arise from or relate to: (i) Customer’s use of the Products not expressly authorized or permitted under this Agreement; (ii) any Data; or (iii) Customer’s violation of any other party’s rights, including without limitation any intellectual property or proprietary rights, rights of publicity, or any privacy rights.
10.2 Specter. Specter shall defend, indemnify, and hold harmless Customer, its affiliates and each of its and its affiliates’
employees, contractors, directors, suppliers and representatives from all Losses that arise from or relate to the infringement,
misappropriation or violation of a third party’s proprietary or intellectual property rights solely to the extent resulting from Specter’s provision of the Products. If a claim is made that the Products violate, infringe or misappropriate any third-party proprietary or intellectual property rights, Customer agrees to permit Specter, in Specter’s sole discretion, to: (i) modify or replace the Products, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Customer to continue use of the Products. If Specter determines that neither alternative is reasonably commercially available, Specter may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. The foregoing obligations of Specter do not apply with respect to the Products to the extent (a) not created or provided by Specter (including without limitation any Data), (b) made in whole or in part in accordance with Customer specifications, (c) modified after delivery by Specter, (d) combined with other products, processes or materials not provided by Specter (where the alleged Losses arise from or relate to such combination), (e) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, (f) Customer’s use of the Products is not strictly in accordance with this Agreement, or (g) Customer's use of the Products violates applicable law or constitutes fraud, gross negligence or willful misconduct. This Section 10.2 represents Customer’s sole and exclusive remedy, and Specter’s sole liability, for any Losses that arise from or relate to any claim that the Products violate, infringe or misappropriate any third-party proprietary or intellectual property rights.
10.3 Procedures. Any claim for indemnification hereunder requires that the indemnified party provide to the indemnifying
party: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the indemnifying party of its indemnity obligations if such party is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the indemnified party may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the indemnifying party’s expense).
11. Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 3.2, IN NO EVENT SHALL EITHER PARTY (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR ANY CAUSE WHATSOEVER REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR (I) ANY LOSS OR INTERRUPTION OF USE, LOSS OR INACCURACY OF DATA, OR COST TO PROCURE SUBSTITUTE TECHNOLOGIES, GOODS OR HARDWARE, (II) ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF OPPORTUNITY, BUSINESS, REVENUES, PROFITS OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (III) AGGREGATE DAMAGES IN EXCESS OF THE FEES PAID (OR PAYABLE) BY CUSTOMER TO SPECTER FOR THE APPLICABLE PRODUCTS IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
12. General Provisions.
12.1 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction,
such provision shall be modified to the limited extent necessary to make such provision valid and enforceable and the remaining
provisions of this Agreement shall remain in effect and enforceable in accordance with their terms.
12.2 Waiver; Amendment. The failure of either party to exercise any right granted herein or to require any performance of
any term of this Agreement or the waiver by either party of any breach of this Agreement shall not prevent a subsequent exercise or enforcement of, or be deemed a waiver of any subsequent breach of, the same or any other term of this Agreement. Company reserves the right to modify or update this Agreement, in whole or in part, at any time in its sole discretion. Company will use commercially reasonable efforts to notify Customer of any material changes in advance of the effective date of any such change. Customer’s continued use of the Products following such change will constitute Customer’s acceptance of such changes. This Agreement may not otherwise be amended or modified, except by a written agreement executed by both parties. Any such amendment, alteration, or change will in no way affect the other terms and conditions of the Agreement, which in all other respects will remain unmodified and in full force and effect.
12.3 No Joint Venture or Agency. Nothing in this Agreement shall constitute or create a joint venture, partnership, or any
other similar arrangement between the parties. No party is authorized to act as agent for the other party hereunder.
12.4 Assignment. Neither party may assign this Agreement, in whole or in part without the express written consent of the
other party; provided, however, that either party may assign this Agreement without the consent of the other party to a successor in interest in connection with a merger, restructuring, or reorganization, or as a sale or transfer of all or substantially all of a party’s assets or stock to which this Agreement relates. This Agreement inures to the benefit of, and is binding upon, the parties and their respective legal representatives, permitted successors and permitted assigns.
12.5 Governing Law, Venue and Dispute Resolution. This Agreement and performance by the parties hereunder shall be
construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof. For
any disputes or causes of action arising hereunder, Specter and Customer agree to the exclusive jurisdiction of, and venue in the state and federal courts within the State of Delaware.
12.6 Remedies. Except as expressly stated otherwise in this Agreement, the parties’ rights and remedies under this
Agreement are cumulative. Any actual or threatened material breach of this Agreement may cause immediate, irreparable harm
for which monetary damages alone could be an inadequate remedy and either party may seek injunctive relief for such breach.
12.7 Construction. The headings of Sections in this Agreement are for convenience and are not to be used in interpreting
this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”
12.8 Entire Agreement and Order of Precedence. This Agreement, together with any Order Form, constitute the entire
agreement between the parties with respect to the subject matter hereof, and supersede all prior and contemporaneous
understandings and agreements, whether oral or written, pertaining to the subject matter hereof. In the event of any conflict
between this Agreement and the terms set forth in an Order Form, the terms of this Agreement shall take precedence.
12.9 Counterparts. This Agreement may be executed in one or more counterparts, each in the English language and each of
which shall be deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.