Terms of Service

Updated September 27, 2024

By using the Ditto service provided by Squirrels LLC (“Squirrels”) located at http://goditto.com/ (the “Website”) and providing your data to Ditto, you, individually and on behalf of your employer (collectively, “you”, “your” or “Customer”) agree to be bound by these Terms of Service (this “Agreement”). The Services are defined as Customer access to the Website and the information and applications received from Ditto through the Website (the “Services”). Should you object to anything contained in this Agreement, you must: (1) cease using the Ditto service immediately; (2) advise Squirrels in writing of your specific objections; and (3) refrain from resuming use of the Ditto services unless and until your objections have been resolved to your satisfaction. Continued use of the Ditto service after your communication of any objections shall be considered your continued acceptance to be bound by this Agreement.

This Agreement sets out the legally binding terms for Customer use of the Services and may be modified by Squirrels from time to time in its sole discretion. Any modifications shall be effective upon posting by Squirrels on the Website.

Eligibility. The Services are solely for access and use by Authorized Users (as defined below). By using the Services, Customer represents and warrants that Customer (a) has the right, authority, and capacity to enter into this Agreement and (b) will abide by all terms and conditions of this Agreement. If you have agreed to become a paying Customer for the Services, then Customer eligibility to use the Services shall be contingent on continued compliance with the terms of this Agreement. If you have not agreed to become a paying Customer for the Services, use of the Website is subject to this Agreement.
Password. Ditto shall authorize individual employees of Customer as designated by Customer from time to time (each an “Authorized User”), who will have access to the Services. Customer must provide an email address and a password for each Authorized User. Ditto may change any password for any Authorized User at any time, with notice to Customer following such change. Each Authorized User must use his or her own email address and password and shall not disclose them. Customer shall immediately notify Squirrels of any unauthorized disclosure. Customer is responsible for (a) each Authorized User’s compliance with this Agreement and (b) any employee of Customer, any person to whom Customer has given access to the Services and any person who gains access to Customer’s Services as a result of Customer’s failure to use reasonable security precautions, even if such use was not authorized by Customer.
Term. This Agreement will remain in full force and effect while Squirrels offers the Services and/or Customer is using the Services. Either party may terminate this Agreement for any reason, at any time. After this Agreement is terminated, the following provisions of this Agreement shall remain in effect: Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18 and any other Section that by its nature survives termination.
Fees & Payment.
1. For recurring services Squirrels shall invoice Customer in advance. All invoiced fees shall be due and payable within 30 days of the date of the invoice. All payments shall be made in United States Dollars without deduction for any taxes or withholding or other offset. The pricing on the invoice is based upon the number of users. In the event the number of licenses, assets or sites changes, the pricing is subject to change.
2. Any amounts not paid when due will be subject to interest accrued at 12% per annum compounded quarterly, which interest will be immediately due and payable from the due date for payment until the date of actual receipt of the amount in cleared funds by Squirrels. Interest payments that are accrued during billing disputes will be credited back to the Customer if said dispute is found to be through no fault of the Customer.
3. Customer will be considered delinquent if payment in full is not received 45 days from the date of the invoice. Squirrels reserves the right to suspend or terminate this Agreement and Customer access to the Service if the Customer account becomes delinquent and is not cured within 10 days. Customer will continue to be charged and hereby agrees to pay for Service during any period of suspension. Customer’s failure to pay any invoice after this 10-day period shall constitute a material default hereunder and shall entitle Squirrels to exercise any and all rights and remedies provided herein or at law including a suspension of Services under the Agreement. If Customer or Squirrels initiate termination under any provision of the Agreement other than under Section 4, Customer will be obligated to pay the balance due for the remainder of the term for its account. Customer agrees that it shall be billed for such unpaid fees. In the event of a dispute between the Parties that does not result in a termination of the Agreement, Customer agrees to make all payments due under the Agreement pending the resolution of the dispute.
4. Upon termination for whatever reason and regardless of the nature of the default (if any), Customer agrees to pay Squirrels in full for Services provided to Customer under this Agreement within 30 days of the invoice date.
5. TAXES
  1. In no event whatsoever shall Squirrels be liable for sales, use, business, gross receipts, or any other tax that may be levied by any State or Federal Government entity against a contractor to such governmental entity other than taxes upon income earned by Squirrels for the goods and/or services provided pursuant this Agreement. This exclusion of tax liability is also applicable to any goods and/or services that may be provided by Squirrels under any later Order Form or amendment hereto regardless of changes in legislation or policy.
  2. In the event a taxing authority conducts an audit of this Agreement and determines that an additional tax should have been imposed on the Services or Deliverables provided by Squirrels to Customer (other than those taxes levied on Squirrels income), Customer shall reimburse Squirrels for any such additional tax, including interest and penalties thereon. Similarly, if a taxing authority determines that a refund of tax is due as it relates to the Services or Deliverables provided by Squirrels to Customer (except those taxes relating to Squirrels income), Squirrels shall reimburse Customer such refund, including any interest paid thereon by the taxing authority.
Availability of and Access to Services. Squirrels will attempt to provide continuous availability and access to Services. In the event that Squirrels is unable to provide access for reasons beyond our control, Squirrels will communicate the reasons for the outage and expected duration of the outage to the Customer. These outages may be due to third parties, including but not limited tom Amazon AWS or other required third-party service providers. Also, Squirrels will employ commercially reasonable attempts to backup all Customer data. However, in the event of recovery from disaster, Customer may be required to reconfigure the Service, so the Services resumes the previous performance levels used prior to the outage. Ditto is hosted by a third-party hosting service provider. Squirrels and its third party service providers have implemented and maintain commercially reasonable technical and organizational security measures designed to meet the following objectives: (a) ensure the security and confidentiality of Customer data; (b) protect against anticipated threats or hazards to the security or integrity of Customer data; (c) protect against unauthorized access to or use of Customer data; (d) encrypt Customer's Content and data during transmission by Ditto and its third party service providers and when being uploaded by Customer for use in connection with the Services using an https connection; and (e) ensure that Ditto's return or disposal of Customer data is performed in a manner consistent with the foregoing. Squirrels does not guarantee unauthorized access to Customer data will be prevented. Customer acknowledges there are risks inherent in Internet connectivity that could result in the loss of Customer’s privacy, confidential information, and property.
Proprietary Rights in Content of Ditt. The Services contain copyrighted material, trademarks, patents, trade secrets, and other proprietary information ( “Intellectual Property”) of Squirrels and its suppliers and licensors. Squirrels and its suppliers and licensors own and retain all proprietary rights in the Services, including all Tools. “Tools” include functionality provided through the Services that support adding, removing, and editing room and receiver configurations, including any improvements, modifications, or derivative works to any of the foregoing. Customer shall not copy, modify, publish, transmit, distribute, perform, display, or otherwise use any Intellectual Property and the provision of such Intellectual Property to Customer through the Services does not transfer to Customer or any third party any right, title or interest in or to such Intellectual Property including, without limitation, any Intellectual Property rights in any content and material included therein. Customer shall not: distribute, sub-license, translate, reverse-engineer, decompile, or disassemble the Services or Intellectual Property or the source code thereof, or attempt to derive the source code thereof in any other way, save and only to the extent any foregoing restriction is prohibited by applicable law; modify the Services or Intellectual Property or merge all, or any part, of the Services or Intellectual Property or the source code thereof into another program; or remove, modify or alter any Squirrels’ Intellectual Property from any part of the Services or Intellectual Property or the source code thereof.
Confidentiality & Non-Disclosure & Intellectual Property.
1. Confidentiality
  1. Because either Party may have access to information of the other Party that the other Party considers to be confidential or proprietary (“Confidential Information”), each Party will maintain all Confidential Information in confidence and will use it solely in the discharge of its obligations under this Agreement and any applicable Statement of Work. Nothing herein will be deemed to restrict a Party from disclosing Confidential Information to its employees and subcontractors in the discharge of such obligations.
  2. Confidential Information will not include information that (i) is, or becomes, generally known or available through no fault of the, recipient; (ii) is known to the recipient at the time of its receipt from the disclosing Party; (iii) the disclosing Party provides to a third party without restrictions on disclosure; (iv) is subsequently and rightfully provided to the recipient by a third party without restriction on disclosure; (v) is independently developed by the recipient, without reference to the disclosing Party’s Confidential Information; or (vi) is required to be disclosed pursuant to a governmental agency or court subpoena, provided the recipient promptly notifies the disclosing Party of such subpoena to allow it reasonable time to seek a protective order or other appropriate relief.
  3. Because of the unique nature of the Confidential Information, each Party agrees that the disclosing Party may suffer irreparable harm in the event the recipient fails to comply with its obligations under this Section 5, and that monetary damages may be inadequate to compensate the disclosing Party for such breach. Accordingly, the recipient agrees that the disclosing Party may, in addition to any other remedies available to it, be entitled to injunctive relief.
2. Non-Disclosure
  1. Subject to the other paragraphs in this Section, Customer agrees that the Software shall be held in confidence by Customer and shall not be disclosed to others without the prior written consent of Squirrels, which may be withheld by Squirrels in its sole discretion.
  2. Squirrels provides documentation for the Software electronically. The Customer may copy, in whole or in part, any such documentation relative to the Software for Customer’s internal use consistent with this Agreement.
  3. Customer’s records with regard to use of the Software shall be made available to Squirrels at all reasonable times at Squirrels’ request to audit Customer’s compliance with this Agreement, and Customer shall certify to the truth and accuracy of such records.
3. Intellectual Property
  1. Customer and Squirrels shall each retain ownership of, and all right, title, and interest in and to, their respective pre-existing Intellectual Property.
  2. The Services performed, code developed, and any Intellectual Property produced pursuant to this Agreement are not “works for hire.”
  3. As used herein, “Intellectual Property” shall mean inventions (whether or not patentable), works of authorship, trade secrets, copyright, techniques, know-how, ideas, concepts, algorithms, and other intellectual property incorporated into any Statement of Work or Deliverable whether or not first created or developed by Squirrels in providing the Services.
  4. Notwithstanding any order of precedence language, or other conflicting terms and conditions contained in any document considered to be part of this Agreement, regardless of incorporation method, including, but not limited to, (i) click-through process, (ii) attaching a copy hereto, (iii) reference, or (iv) similar processes are for Customer’s internal purposes only and any provisions contained therein shall have no effect whatsoever upon this Agreement. For clarity, execution of a Customer Purchase Order shall be considered an acknowledgement of receipt of said Customer Purchase Order and shall not be deemed to satisfy the terms of Section 15 Amendments/Supplements of this Agreement.
  5. The terms of this Section 3. Intellectual Property shall take precedence over any/all conflicting terms and conditions located elsewhere, and any conflicting terms are specifically objected to and rejected by Squirrels.
Customer Information Provided to Ditto. Squirrels will not publicly disclose any Customer-specific information but may disclose aggregated and de-identified Customer information related to the Services for promotional purposes, such as summary and high-level outcomes of the Services. Customer agrees that Squirrels may copy, use and modify any Customer information provided to Ditto, including all Customer’s suggestions related to the Services (collectively, “Content”) for the sole purposes of providing the Services and to improve the quality of Ditto products and services. For clarity, Customer hereby agrees that Squirrels shall have an unlimited, royalty-free, worldwide, and perpetual license to use, copy, distribute, practice and make derivatives works of, including but not limited to, copyrights, trademarks, trade secrets and patents. By providing Content to Ditto, Customer represents and warrants that Customer has the right to provide such Content to Ditto and such Content does not infringe, misappropriate, violate or contravene any laws, regulations or third-party rights (including, without limitation, any rights in Intellectual Property).
Use of Services. Customer must use the Services in a manner consistent with any and all applicable laws and regulations. Squirrels and its suppliers use reasonable efforts to protect the confidentiality of Customer Content. Squirrels cannot guarantee that unauthorized third parties will never be able to defeat those measures to access content for improper purposes. Squirrels does not guarantee unauthorized access to Customer data will be prevented. Customer acknowledges there are risks inherent in Internet connectivity that could result in the loss of Customer’s privacy, confidential information, and property. Customer acknowledges that Customer is under no obligation to provide Customer’s confidential information in order to use the Service.
Disclaimer. To the extent permitted under applicable laws, the Services are provided “As-Is” and “as available”, with no warranty of any kind. Squirrels, on behalf of itself and its licensors and suppliers, expressly disclaims any warranty and conditions of any kind, whether express or implied including, but not limited to, the warranties or conditions of merchantability, fitness for a particular purpose, title, accuracy, or non-infringement and Squirrels and its suppliers and licensors do not guarantee and do not promise any specific results from the use of the Services. The Services are intended as a data monitoring and collaboration tool and Customer’s use of, and reliance upon, same are Customer’s sole responsibility, with Customer assuming all associated risks.
Limitation of Liability. Squirrels shall have no liability to Customer under this Agreement, it being acknowledged and agreed that Ditto’s provision of the Services is provided solely for the convenience of Customer. If the foregoing limitation of liability is found to be unenforceable, Squirrels’ liability to Customer for any cause of action arising from its use of the Services or under this Agreement, and regardless of the form of the action, will at all times be limited to the greater of (1) any amount paid by Customer to Ditto for the Services during the twelve (12) months preceding such cause of action; and (2) Fifty U.S. Dollars (US$50). Notwithstanding anything to the contrary contained herein, this Agreement shall not limit or exclude either party’s liability for gross negligence or intentional misconduct of a party or its agents or employees, or for death or personal injury. The parties agree that the limitations on and exclusions of liability in this Agreement were freely negotiated and are an integral part of the bargain, in that the Services would not have been available for the same price and under the same terms and conditions had such limitations on and exclusions of liability not been included in this Agreement.
U.S. Export Controls. Any software provided by Ditto through the Services (the “Software”) and the Services themselves are subject to United States export controls. Neither the Services nor any Software downloaded from the Services may be exported or re-exported (i) into the territory of (or to a national or resident of) Cuba, North Korea, Iran, Syria, Sudan, or any other Country to which the U.S. has embargoed goods or services; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By accessing the Services or downloading or using the Software, Customer represents and warrants that Customer and any of its Authorized Users are not located in, under the control of, or a national or resident of any such country or on any such list.
Dispute Resolution. This Agreement shall be governed by the laws of the State of Ohio without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Customer agrees to submit to the exclusive personal jurisdiction of, and agree that venue is proper in, the state and federal courts located in Canton, Ohio in such legal action or proceeding. Notwithstanding the foregoing, Squirrels may seek injunctive or other equitable relief to protect its Intellectual Property rights in any court of competent jurisdiction.
Electronic communications. The communications between Customer and Ditto use electronic means, whether Customer visits the Website or sends an email to Squirrels, or whether Ditto posts notices on the Services or communicates with Customer via email. For contractual purposes, Customer (a) consents to receive communications from Ditto in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Ditto provides electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect Customer non-waivable rights.
Indemnity. Squirrels will indemnify and defend Customer against any claim, action, suit, or proceeding brought by a third party (“Claim”) to the extent Customer’s use of theSoftware within the scope of this Agreement directly infringes a United States patent or copyright issued to or held by a third party, or misappropriates a trade secretof such third party; provided, Customer notifies Squirrels promptly in writing of such Claim and provides Squirrels with the sole control, authority, information and assistance necessary to defend or settle such Claim.
1. In the event of an infringement Claim, or Squirrels believes that such a Claim is likely, then Squirrels shall at its expense: (i) procure the right for Customer to continue using the Software; (ii) replace or modify the Software so that it becomes non-infringing, without materially decreasing the functionality of the Software; or (iii) if neither (i) or (ii) is commercially practical, then, at Squirrels’ sole option, terminate this Agreement and refund depreciated license fees paid hereunder based on five year straight line depreciation.
2. Squirrels will not be liable for any infringement Claim based upon any (i) use of a version of the Software that was not, at the time that the Claim arose, the current unaltered version of the Software provided by Squirrels hereunder, including, without limitation, failure of Customer to install Updates containing modifications to make the Software non-infringing; (ii) combination, operation, integration, or interfacing of the Software with other products, equipment, devices, software, systems, or data not supplied by Squirrels, or which the Software was not intended to operate as specified in the Documentation, to the extent such Claim would not have arisen but for such combination, operation, integration, or interfacing (regardless of whether or not Squirrels has advised Customer that such use would likely result in a Claim of infringement by a third party); (iii) use of the Software in a manner other than as authorized by the Documentation or this Agreement; (iv) Squirrels’ compliance with the designs, plans, or specifications furnished by or on behalf of Customer; (v) modifications to the Software made by anyone other than Squirrels; or (vi) Customer’s failure to accept any procured right to continue using the Software.
  
  THE FOREGOING STATES SQUIRRELS’ SOLE AND EXCLUSIVE LIABILITY AND THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.
3. Customer shall defend and indemnify Squirrels from and against any and all Claims, liabilities, damages, costs, and expenses, including reasonable legal fees, arising from or related to Customer’s negligence and/or Customer’s violation of paragraph c. above, and Section 7.
Entire Agreement.
1. The Agreement and any schedules and exhibits thereto contain the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes and replaces any and all prior or contemporaneous proposals, discussions, agreements, understandings, commitments, representations of any kind, whether oral or written, relating to the subject matter hereof or the Services to be provided hereunder.
2. This Agreement may be updated or amended by Squirrels at any time, with or without notice to Customer. Updated or amended Agreement terms are incorporated herein by this reference. Customer is advised and acknowledges Customer’s responsibility to monitor any updates or amendments to the terms of this Agreement by accessing the Agreement located at the following link, https://www.airsquirrels.com/ditto/terms.
3. Customer acknowledges the foregoing link is also provided in Squirrels Quotes, SOWs or Order Forms. Customer’s continued use of any of the products or services offered by Squirrels that are purchased and subsequently used by Customer shall constitute of acceptance of the terms and conditions set forth in this Agreement and the updated or amended Agreement terms located at https://www.airsquirrels.com/ditto/terms.
4. It is understood and agreed between the Parties that terms and conditions, if any, included in Customer’s purchase order or similar document, regardless of inclusion methods including, but not limited to, (i) click-through process, (ii) attaching a copy hereto, (iii) reference, or (iv) similar processes, are for Customer’s internal purposes only and any provisions contained therein shall have no effect whatsoever upon this Agreement. For clarity, execution of a Customer Purchase Order shall be considered an acknowledgement of receipt of said Customer Purchase Order and shall not be deemed to satisfy the terms of Section 17A of this Agreement.
Other.
1. This Agreement may be updated or amended by Squirrels at any time, with or without notice to Customer and Customer's continued use of the Services shall constitute Customer's acceptance of the updated or amended Agreement.
2. Customer may not assign all or any part of its rights or obligations hereunder without the consent of Squirrels. Notwithstanding any other provisions herein, no party will be deemed as a third-party beneficiary to this Agreement.
3. If any provision of this Agreement is found to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives to the greatest extent possible under any applicable law and the remaining provisions will continue in full force and effect.
4. The failure of Squirrels to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.
6. Nonperformance by either party shall be excused to the extent that performance is rendered impossible by strike, acts of God, natural disaster, Internet outages, computer viruses, governmental acts or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the nonperforming party.
7. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Customer is responsible for all taxes, other than taxes levied on Squirrels’ income.
8. Services fees do not include any applicable taxes. If Squirrels is required to pay any sales, use, goods & services, value added, or other taxes in relation to Customer purchase, those taxes will be billed to and paid by Customer.
9. The Agreement may be amended or supplemented only by the mutual written consent of the Parties’ authorized representative(s).
10. The relationship of the Parties shall at all times be one of independent contractors. Nothing contained herein shall be construed as creating any agency, partnership or other form of joint enterprise between the Parties.
11. By acceptance of this Agreement, each of the Parties acknowledges and agrees that it has had an opportunity to consult with legal counsel and that it knowingly and voluntarily waives any right to a trial by jury of any dispute pertaining to or relating in any way to the transactions contemplated by the Agreement, the provisions of any federal, state, or local law, regulation, or ordinance notwithstanding.
12. Within five (5) business days of receipt of the notice of delivery from Squirrels, Customer will inspect the products or services to ensure conformity with the agreed SOW. Acceptance shall be presume unless Customer provides written notice outlining the specific reason(s) why the product or service does not comply with the SOW. Squirrels will have three (3) business days to respond to such notice. Customer and Squirrels shall continue to communicate in good faith to resolve the issue.
Publicity. Customer grants Squirrels the right to identify Customer as a Ditto user in Services and promotional material. At any point in time, Customer can submit a written request via email to support@goditto.com to remove Customer name from future material(s).
Privacy. The Ditto Online Privacy Policy (the “Privacy Policy”), as amended from time to time, is hereby incorporated by reference into this Agreement. Attachment 1 - Squirrels Privacy Policy contains the current terms. Customer may be requested to submit personal data in connection with Customer use of the Service. The ways in which Ditto collects and uses personal data, and Customer rights to request access to and correction of Customer personal data, are regulated by the Privacy Policy in accordance with applicable law. Customer consents to the transfer of Customer personal data to any department or office located anywhere in the world where Squirrels global organization does business from time to time. A copy of the Privacy Policy is available on Ditto’s website by clicking the link at the bottom of the page or by visiting https://www.airsquirrels.com/privacy-policy. Customer may request a copy of the Privacy Policy by contacting Ditto at support @ goditto.com.

Ditto Terms of Service