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Updated June 5, 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. This Agreement may be amended or updated from time to time without notice.
  1. 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.
  2. 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.
  3. 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, and 17, and any other Section that by its nature survives termination.
  4. 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 thenumber 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. 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.
  6. Proprietary Rights in Content of Ditto. 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.
  7. 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).
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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.
  14. Indemnity. Customer agree to indemnify and hold Squirrels, its subsidiaries, affiliates, officers, agents, licensors, and other partners and employees, harmless from, any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of Customer use of the Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of the representations and warranties set forth above. Squirrels will defend or settle, at its expense, any action brought against Customer based upon the claim that the Services, when used in accordance with the Agreement, directly infringe an issued U.S. patent or registered copyright; provided, however, that: (i) Customer notifies Squirrels promptly in writing of any such claim; (ii) Customer does not enter into any settlement related to any claim without Squirrels’ prior written consent; (iii) Squirrels has sole control of any claim and all related settlement negotiations; and (iv) as requested, Customer provides Squirrels with all information and assistance necessary to settle or defend the claim. If the Services become, or may, in the opinion of Squirrels, become the subject of a claim of infringement of any third party intellectual property right, Squirrels may, at its option, and as Customer’s exclusive remedy: (i) procure the right for Customer to use the Services; (ii) replace or modify the Services to make them non-infringing; or (iii) refund any fees paid in advance by Customer for the Services.
  15. Other.
    1. This Agreement contains the entire agreement between Customer and Ditto regarding the use of the Services and supersedes and replaces all prior or contemporaneous understandings, representations, communications, or agreements, written or oral, including any additional or contrary terms contained in any Customer purchase order or other procurement document whether presented contemporaneously or after Customer has entered into this Agreement and notwithstanding any signature by Squirrels of such purchase order or procurement document; and any such additional or contrary terms contained in such Customer purchase order or other procurement document shall be void as they may pertain to the subject matter of 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 I of this Agreement.
    2. 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. 
    3. 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. 
    4. 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. 
    5. 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.
  16. Copyright/Trademark Information. All Intellectual Property owned by Squirrels shall remain the exclusive property of Squirrels. Customer agrees that Squirrels will retain sole ownership of all Intellectual Property even if enhancements suggested or requested by Customer become incorporated into the Services. Customer is not permitted to use Squirrels’ Intellectual Property without our prior written consent or as expressly provided in this Agreement.
  17. 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). 
  18. 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.