End-User License Agreement (EULA)

Date last updated: October 7, 2026

This End User License Agreement (this “Agreement”) is entered into by and between Specter Ops, Inc., a Delaware corporation (“SpecterOps”), and the customer (“Customer”) using SpecterOps’ proprietary Service or On-Premises Software (“Products”). If Customer has signed a separate agreement governing the access and use of SpecterOps’ software with SpecterOps (or an authorized SpecterOps reseller) that differs from this Agreement, that signed agreement will apply.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT TO US THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, AND THAT ALL REFERENCES TO “CUSTOMER,” IN THIS AGREEMENT SHALL MEAN SUCH ENTITY.  IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT USE THE PRODUCTS.

1. LICENSE AND SUPPORT SERVICES.

1.1 The Service.

1.1.1 Access. Commencing on the Effective Date of this Agreement, SpecterOps may make available to Customer certain SpecterOps software as hosted by SpecterOps (the “Service”) and, if purchased for additional Fees as specified within the Order, additional software features, modules, or functionality incorporated within the Service (the “Additional Features”) for use by Customer within the use limitations set forth in this Agreement and in the Service itself, or as set forth in one or more orders accepted by SpecterOps (each an “Order”).

1.2 On-Premises Software.

1.2.1 SpecterOps grants Customer a personal, limited, non-exclusive, non-transferable, non-sublicensable right (“License”) to use, in accordance with the term and units of measure set forth on the Order, (a) the on-premises SpecterOps proprietary software (“On-Premises Software”) it purchases in an Order and (b) any related training documentation, user manuals, specifications, as updated by SpecterOps from time to time (“Documentation”). 

1.2.2 Customer may make two archival copies for development and testing purposes that shall not be used in production, but may be used for redundancy, failover, and disaster recovery purposes, and only for the duration of such redundancy, failover, or disaster recovery event.

1.2.3 SpecterOps will reasonably request and Customer will provide adequate information, including a written certification, to verify Customer’s usage of the On-Premises Software. If such verification reveals usage in excess of the units of measure set forth in the Order, Customer will pay SpecterOps for such excess usage at SpecterOps’ then-current rates, without prejudice to SpecterOps’ other rights and remedies.

1.2.4 Third party software (including, without limitation, open source software) is governed by the terms of its respective licenses, which shall control to the extent of any conflict with this Agreement.

1.3 Restrictions. Customer shall not, directly or indirectly: (a) attempt to sell, transfer, assign, rent, lend, lease, sublicense or otherwise provide third parties rights to the Products; (b) reverse engineer, decompile, disassemble, interpret, “frame,” “mirror,” copy (except as expressly permitted herein), or otherwise enable third parties to use the Products (or any component thereof) as a service bureau or other outsourced service; (c) allow access to the Products by multiple individuals impersonating a single end user or in a manner that exceeds the units of measure, time period, features, or entitlements on an Order; (d) use the Products in a manner that interferes with, degrades, or disrupts the integrity or performance of any SpecterOps technologies, services, systems or other offerings, including data transmission, storage and backup; (e) use the Products for the purpose of developing a product or service that competes with the SpecterOps online products and services; (f) circumvent or disable any security features, license keys, usage-reporting, or other functionality associated with Products; (g) remove or alter any proprietary notices on the Products or Documentation; or (h) use the Products in any manner prohibited by law.  All rights not expressly granted to Customer are reserved by SpecterOps, its suppliers and licensors. For the Service, Customer’s subscription includes usage consistent with typical enterprise identity and security datasets for the purchased edition (“Standard Usage”). If Customer usage (including data volume, ingestion, or processing) materially exceeds Standard Usage or degrades service performance, SpecterOps may limit or suspend such usage or require Customer to purchase additional capacity.

1.4 Support Services. Additional support services, including but not limited to Scentry services, onboarding, custom configuration, consulting, training and system integration, may be purchased from SpecterOps under an applicable Order or in a Statement of Work referencing this Agreement. For clarity, SpecterOps has no obligation to support Customer’s own technology, internal infrastructure, provide free training, or provide consulting on Customer created content or third-party technologies and services unless mutually agreed to in writing via an approved sales agreement and or statement of work.  The Service Level Agreement for the Service can be found in Exhibit A and support services (“Support Services”) for the On-Premises Software can be found in Exhibit B. For clarity, all reports, analyses, recommendations, configurations, custom integrations, and other deliverables created by SpecterOps in connection with Support Services (including but not limited to Scentry services) constitute materials furnished or made available hereunder and remain the proprietary property of SpecterOps. Customer receives a non-exclusive, non-transferable license to use such deliverables solely for Customer’s internal business purposes during the Term.

2. PROPRIETARY RIGHTS

2.1 The Products. As between SpecterOps and Customer, all right, title and interest in the Products, Additional Features, and any other materials furnished or made available hereunder, as well as non-personal and industrial data generated and made available to SpecterOps in connection with the use of the Products (excluding Customer Data), and all modifications and enhancements thereof, including all copyright rights, patent rights and other intellectual property rights in each of the foregoing, belong to and are retained solely by SpecterOps or SpecterOps’ licensors and providers, as applicable.  Customer hereby does and will grant an unrestricted, non-exclusive, royalty-free, perpetual license to SpecterOps with respect to any and all evaluations, ideas, feedback and suggestions made by Customer to SpecterOps regarding the Products (collectively, “Feedback”) and all intellectual property rights therein, for use and exploitation in connection with SpecterOps’ business.

2.2 Customer Data. “Customer Data” means all content, data, or information in any form that is uploaded to or made available in the Products by Customer or on Customer’s behalf. As between SpecterOps and Customer, all right, title and interest in Customer Data and all intellectual property rights thereto belong to and are retained solely by Customer.  Customer hereby grants to SpecterOps a limited, non-exclusive, royalty-free, worldwide license to use the Customer Data and perform all acts with respect to the Customer Data as may be necessary for SpecterOps to provide the Products or Support Services (if applicable) to Customer.

2.3 Confidentiality. Each party agrees that, without the express consent of the other party, none of its employees or agents will disclose to any third party any information or material that (i) the other party designates as confidential or (ii) should be reasonably understood to be confidential (including without limitation the terms and conditions of this Agreement) unless such information or material (a) is or becomes publicly known through no wrongful act of the receiving party, (b) is received from a third party without restriction and without breach of any confidentiality obligation to the other party, (c) is independently developed by the receiving party, or (d) is required by law to be disclosed (provided that the other party is given advance notice of, and an opportunity to, contest any such requirement).

3. CUSTOMER OBLIGATIONS.

3.1 Fees. Customer will pay SpecterOps the amounts specified in each applicable Order.  All amounts shall be paid to SpecterOps within 30 days of receipt of an undisputed invoice unless indicated otherwise in the applicable Order.  An invoice shall be deemed undisputed if, within such 30 day period, Customer fails to notify SpecterOps in writing of any disputed amounts. Except as otherwise specified in this Agreement,  payment obligations are non-cancelable, fees paid are non-refundable, and the scope of the subscription cannot be decreased during the relevant subscription term. Fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs or other amounts attributable to Customer’s execution of this Agreement or use of the Products (collectively, “Sales Taxes”).  Customer shall be solely responsible for the payment of any Sales Taxes.  In the event SpecterOps is required to pay Sales Taxes on Customer’s behalf, Customer shall promptly reimburse SpecterOps for all amounts paid.  Fees not paid when due shall be subject to the lower of (i) a late fee equal to one and one half percent (1.5%) of the unpaid balance per month or (ii) the highest monthly rate permitted by applicable law.  SpecterOps further reserves (among other rights and remedies) the right to suspend access to the Service or Support Services in the event of an unpaid and undisputed invoice.  Amounts payable to SpecterOps shall continue to accrue during any period of suspension and must be paid as a condition precedent to reactivation, which reactivation is at the sole discretion of SpecterOps.

3.2 Compliance with Laws. The Products are of U.S. origin.  Customer shall adhere to all applicable state, federal, local and international laws and treaties in all jurisdictions in which Customer uses the Products, including all end-user, end-use and destination restrictions issued by U.S. and other governments and the U.S. Export Administration Act and its associated regulations.  Customer will not upload any data or information to the Products for which Customer does not have full and unrestricted rights, or that would subject SpecterOps to any third party obligations. Customer will indemnify and hold SpecterOps harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out Customer’s use of the Products or Support Services in a manner that violates third party rights or applicable law.

3.3 No Legal or Professional Advice. The Products and Support Services should be used for informational purposes only and are not intended as legal advice. If Customer makes decisions in reliance on information it receives in connection with the Products or Support Services, it does so at its own risk and SpecterOps, its employees, and its agents will not be liable for any losses that it may sustain. Customer should not make any business or legal decision without first conducting its own research and due diligence, and consulting with a legal professional.  To the maximum extent permitted by law, SpecterOps disclaims any and all liability in the event any information, commentary, analysis, opinions, advice or recommendations on the Products are inaccurate, incomplete or unreliable or result in any specific decision or other losses. Customer alone is solely responsible for determining its compliance with applicable law.

4. INDEMNIFICATION.

4.1 SpecterOps Indemnification. SpecterOps shall indemnify and hold Customer harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of a third-party claim that the Products infringe or misappropriate any U.S. patents issued as of the Effective Date or any copyright or trade secret of any third party during the Term of this Agreement.  SpecterOps shall have no indemnification obligation, and Customer shall, to the extent permitted by applicable law, indemnify SpecterOps pursuant to this Agreement, for claims of infringement to the extent arising from the combination of Service with any unique aspects of Customer’s business, for instance Customer’s content, products, services, hardware or business processes, or for any use of the Products or any SpecterOps software not expressly authorized herein or in SpecterOps documentation, if such claims of infringement would have been avoided had such combination not occurred.

4.2 Customer Indemnification. Customer shall indemnify and hold SpecterOps, its suppliers and licensors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with a claim which, if true, would constitute a breach of Customer’s obligations under this Agreement.

5. TERM AND TERMINATION.

5.1 Term. This Agreement will begin on the date that Customer first accesses or downloads the Products and shall continue for the duration set forth in the applicable Order, or until terminated by either party as specified below (the “Term”). Each subscription term specified in an applicable Order is a binding financial commitment by Customer. Customer may request that SpecterOps stop the Service and the collection of new data, and SpecterOps will accommodate this request, provided that Customer pays for the originally scheduled subscription term.

5.2 Termination. Either party may terminate this Agreement if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days of providing notice thereof.

5.3 Effect of Termination. Upon expiration or termination for any reason, Customer shall discontinue all use of the Products, uninstall the Products if applicable, destroy and delete or return all copies thereof, and return any and all Documentation provided to Customer by SpecterOps. Customer shall certify its compliance with this Section upon SpecterOps’ request.

6. WARRANTY/ LIABILITY.

6.1 Mutual Warranties. Each party represents and warrants to the other that it is duly authorized to execute this Agreement and perform the obligations set forth herein.

6.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PRODUCTS AND ANY SPECTEROPS TRAINING, INSTRUCTION AND SUPPORT OR OTHER SUPPORT SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED STRICTLY ON AN “AS IS” BASIS.  ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR SATISFACTORY RESULTS ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SPECTEROPS, ITS SUPPLIERS AND ITS LICENSORS.

6.3 Limitation. SPECTEROPS’ TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION OR ANY OTHER CLAIM SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED, UP TO THE AMOUNTS PAID BY THE CUSTOMER DURING THE 12 MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.  THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES.

6.4 Exclusion of Certain Damages and Limitations of Types of Liability. IN NO EVENT WILL SPECTEROPS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR LOST PROFITS OR LOST REVENUE ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCTS OR SUPPORT SERVICES.  THE FOREGOING EXCLUSION AND LIABILITY LIMITATIONS APPLY EVEN IF SPECTEROPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF STRICT OR PRODUCT LIABILITY.

7. SPECIAL TERMS FOR UNPAID USERS.

This Section 7 will only apply if Customer is accessing or using the Products at no charge, for instance as part of an evaluation or trial (a “Trial Customer”).  Notwithstanding anything to the contrary in this Agreement, if Customer is a Trial Customer: (i) SpecterOps’ obligations in Section 4.1, Exhibit A, and Exhibit B do not apply; (ii) SpecterOps may terminate this Agreement and the licenses granted hereunder at any time upon notice to Customer; and (iii) SpecterOps’ total aggregate liability relating to, arising out of, in connection with, or incidental to this Agreement, whether for breach of contract, breach of warranty, indemnification or any other claim shall be limited to the actual direct damages incurred up to one million dollars ($1,000,000).

8. GENERAL.

This Agreement shall be governed by Virginia law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction to the contrary.  No joint venture, partnership, employment, agency or exclusive relationship exists between the parties as a result of this Agreement or use of the Products or Support Services. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision.  All disclaimers, material terms, limitations, payment obligations, and restrictions of warranty shall survive termination of this Agreement, as well as the provisions of this “General” section shall survive termination of this Agreement.   If any part of this Agreement is found to be illegal, unenforceable, or invalid, Customer’s right to use the Products or applicable Support Services will immediately terminate, except for those provisions noted above which will continue in full force and effect.

Exhibit A
Service SLA

Overview

This Service Level Agreement (this “SLA”) is a policy governing the use of the Service. This SLA does not apply to On-Premises Software. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.

SpecterOps will use commercially reasonable efforts to make the Service available with a Monthly Uptime Percentage of at least 99.99%, in each case during any monthly billing cycle (the “Service Commitment”). In the event the Service does not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.

Service Credits

Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as upfront payments made for Reserved Instances) for the Service monthly cycle in which the Unavailability occurred in accordance with the schedule below.

Monthly Uptime Percentage	Service Credit Percentage
Less than 99.99% but equal to or greater than 99.0%	5%
Less than 99.0% but equal to or greater than 95.0%	15%
Less than 95.0%	50%

We will apply any Service Credits only against future payments for the Service otherwise due from you. Service Credits will not entitle you to any refund or other payment from SpecterOps. Service Credits may not be transferred or applied to any other account.  If we fail to meet the SLA or Service Commitment two or more times in any rolling six-month period during the Subscription Term, Customer may, at its option: terminate the Services and any related Order(s) for material breach immediately upon written notice to Company without any required cure period and without liability. In the event of any termination under this Section, we will refund to Customer any prepaid amounts for the Services under the terminated Order within sixty (60) days of such termination.

Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by opening a support case . To be eligible, the credit request must be received by us by the end of the second month after which the incident occurred and must include:

1. the words “SLA Credit Request” in the subject line;
2. the dates and time of each Unavailability incident that you are claiming;
3. the account for the affected Included Service; and
4. your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit. Unless otherwise provided in the Agreement, this SLA sets forth your sole and exclusive remedies, and SpecterOps’ sole and exclusive obligations, for any unavailability, non-performance, or other failure by us to provide the Service.

Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of the Service, or any other Included Service performance issues: (i) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the applicable demarcation point; (ii) that result from any actions or inactions of you or any third Party; (iii) that result from your equipment, software or other technology and/or third Party equipment, software or other technology (other than third Party equipment within our direct control); or (iv) arising from our suspension or termination of your right to use the Service in accordance with the Agreement (collectively, the “SLA Exclusions”). If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.

Definitions

• “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Service, as applicable, was in the state of Unavailability. Monthly Uptime Percentage measurements exclude Unavailability resulting directly or indirectly from any Service SLA Exclusion.

• A “Service Credit” is a dollar credit, calculated as set forth above, that Customer may credit toward future payment obligations to SpecterOps.

• “Unavailable” and “Unavailability” means the Service has no external connectivity.

Exhibit B
On-Premises Software Support Services Exhibit 

1. Overview

This Support Services Exhibit (“SSE”) governs Specter Ops, Inc.’s (“SpecterOps”) provision of support and maintenance services for the On-Premises Software pursuant to the Agreement. This SSE applies only during an active Order term.

2. Scope of Services

SpecterOps will provide technical support for the On-Premises Software; error diagnosis and troubleshooting assistance; bug fixes, patches, and updates (as made generally available); security updates addressing confirmed vulnerabilities; and Documentation updates, where applicable. Support is limited to the unmodified, supported version of the On-Premises Software deployed in accordance with SpecterOps’ Documentation.

3. Support Availability

3.1 Standard Support Coverage

Support Services are available during 6:00 a.m. – 6:00 p.m. U.S. Eastern Time (“Support Hours”):  Monday through Friday, excluding U.S. federal holidays.

3.2 Critical Issue Coverage

For Impact 0 (Critical) issues only, SpecterOps will use commercially reasonable efforts to respond outside of Support Hours. SpecterOps does not guarantee 24×7 staffing for on-premises deployments.

4. Issue Priority Definitions

• Impact 0 (Critical): On-Premises Software is completely unusable/inaccessible.  Users cannot log in or pages consistently do not load.
• Impact 1 (High):  On-Premises Software is accessible, but usage is significantly hampered and business operations are being impacted.
• Impact 2 (Medium) – On-Premises Software is accessible, but a specific action is causing an error or unexpected results.
• Impact 3 (Low) – On-Premises Software is operating normally, but the user has a feature request or functionality question.

SpecterOps retains final authority to determine issue classification, acting reasonably and in good faith. SpecterOps may coordinate with Customer to reclassify the impact level as new information is uncovered.

5. Response Targets

Response times are measured during Support Hours and represent target response times, not guaranteed resolution times.

• Impact 0 (Critical): Initial response within four (4) business hours; updates provided daily.
• Impact 1 (High): Initial response within one (1) business day; updates provided every two (2) business days.
• Impact 2 (Medium): Initial response within two (2) business days; updates provided every five (5) business days.
• Impact 3 (Low): Initial response within three (3) business days; updates provided every five (5) business days.

Response time means acknowledgement by a member of the support staff.

For confirmed defects, SpecterOps will provide a workaround or fix in a commercially reasonable timeframe. Fixes may be delivered in a patch, hotfix, or future release. SpecterOps may require access to logs, system information, or reproduction steps to proceed with troubleshooting.

6. Software Updates

During the SSE subscription term, Customer is entitled to all generally available updates and security patches.

Customer is responsible for installation and testing, infrastructure compatibility, and backup and rollback procedures. SpecterOps may provide installation guidance, but does not perform deployments unless separately contracted.

7. Exclusions

This SSE does not apply to issues arising from Customer infrastructure, hardware, or networking; virtualization or container platforms; third-party integrations; Customer modifications to the On-Premises Software; unsupported versions; Customer’s failure to install updates; force majeure events; Customer’s misconfiguration or improper deployment; or Customer’s API misuse or excessive load conditions. 

8. On-Premises Environment Responsibilities

Customer acknowledges that the On-Premises Software is deployed within Customer’s environment and that SpecterOps does not control uptime of Customer infrastructure. SpecterOps does not guarantee system availability percentages for On-Premises Software. 

9. Term and Termination

Upon expiration or termination of support, no further support obligations apply. Previously delivered updates remain licensed during the term of the License.