MaintainOps Terms of Service

These Terms of Service (“Terms”) are a binding agreement between you (“Customer” or “you”) and DittoLive Incorporated (together with its affiliates “Ditto,” “we,” “us,” or “our”) governing your use Ditto’s mobile application, MaintainOps (the “App”), related website (“Site”), and services (collectively, the “Services”).

The term “You,” “Your,” “you” or “your” as used in these Terms, means any person or entity who accesses or uses the Services and any person or entity who creates an Account and accepts these Terms, including any individuals that You authorize to access or use the Services, including Your independent contractors or employees (“Authorized Users”). For the avoidance of doubt, where the term “You,” “Your,” “you” or “your” is used in these Terms, it shall include any Authorized User, regardless of whether “Authorized User” is specifically stated.

BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT OTHERWISE DOWNLOAD, INSTALL, ACCESS OR USE THE SERVICES.

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS REQUIRE THAT YOU ARBITRATE ANY DISPUTES YOU HAVE WITH US AND WAIVE ABILITY TO BRING CLAIMS AGAINST US IN A CLASS ACTION FORMAT. If you do not agree with any of these Terms, do not use the Services.

1. Agreement

Any personal data you submit to us or which we collect about you is governed by our Privacy Policy (“Privacy Policy”), available at https://www.ditto.com/legal/privacy-policy. You acknowledge that by using the Services, you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this “Agreement.”

Downloading or using the App may also be subject to the terms of the app store where you downloaded it (“App Store Terms”). These Terms control in the event of any conflict with the Privacy Policy or the App Store Terms.

2. Account Creation and Credentials

You must register with Ditto and create an account to use the Services (an “Account”) and as part of that process you will be required to provide certain information, including without limitation your name, phone number and email address. You must be the age of the legal majority in your jurisdiction to create an Account. By creating an Account, you represent (i) that you are the person whose name and other information have been provided for the Account; (ii) that you have not been suspended or removed from the Services; and (iii) that your registration and your use of the Services is in compliance with any and all applicable laws and regulations. If you are using the Services on behalf of an entity, organization, or a company, you represent and warrant that you have the authority to bind such organization to these Terms and you agree to be bound by these Terms on behalf of such organization.

If you create an Account, you are solely responsible and liable for the security and confidentiality of your access and for all activity under your Account. You are solely responsible for your registration information and for updating and maintaining it. You will not sell, transfer, or assign your Account or any Account rights. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account.

3. User License; Restrictions.

3.1 License. Subject to the terms of the Agreement, Ditto grants you a limited, non-exclusive, revocable, non-assignable, non-transferable, non-sublicensable license to download, display, view, and use the App, in connection with your use of the Services for your internal business purposes only (“User License”) during the period (“Subscription Term”) in which you are authorized to use the App and the Services.

YOU ACKNOWLEDGE AND AGREE THAT (I) THE LICENSES GRANTED TO YOU BY DITTO UNDER THIS AGREEMENT MAY BE TERMINATED BY DITTO AT ANY TIME WITHOUT LIABILITY OR FURTHER OBLIGATION TO YOU; AND (II) DITTO MAY IN ITS SOLE DISCRETION, AND WITHOUT ANY LIABILITY TO YOU, DELETE OR REMOVE SOME OR ALL DATA STORED BY YOU ON OR THROUGH THE APP.

3.2 Restrictions. You shall not, nor permit or authorize any third party to:

• copy the Services, except as expressly permitted by this Agreement;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Services or any features or functionality of the Services available to any third party, except to Authorized Users as permitted above;
• remove, disable, circumvent, or otherwise create or implement any workaround to any security, access-control, usage-limit, or rights-management features in or protecting the Services;
• modify, translate, adapt, or otherwise create derivative works or improvements of the Services;
• reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof, except to the limited extent such restriction is prohibited by applicable law;
• use the Services or Ditto’s intellectual property to develop, train, operate, or support a competing product or service;
• remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary-rights notices from the Services;
• use automated systems, robots, spiders, crawlers, or similar tools to access or extract data from the Services except through an approved Ditto integration;
• upload or transmit malware, malicious code, viruses, or other material intended to interfere with the Services or any related system;
• use the Services to violate applicable law or the rights of any third party; or
• use the Services for emergency response, life-critical operations, or as a substitute for qualified maintenance, engineering, safety, or compliance professionals.

4. Data 

4.1 Customer Data. In order to make the hosted version of the App available to you, Ditto needs your permission to store and transmit any data you elect to post or transmit through the App (“Customer Data”) Accordingly, You hereby grant to Ditto a license to use, copy, transmit, store and cache Customer Data, and publish such Customer Data on and through the Services. You acknowledge and agree that Ditto may track Your usage of the App, including but not limited to taking screenshots of Your use and that such information also constitutes Customer Data. You hereby grant Ditto a royalty-free, irrevocable, perpetual, worldwide right and license to use, copy and modify Customer Data for Ditto’s further product development and for its internal business purposes. We respect the privacy and confidentiality of Customer Data, so other than Customer Data which You elect to post through the Services, we agree never to disclose Customer Data to anyone unless You instruct us to do through use of the Services or as otherwise provided in the Privacy Policy. As between Customer and Ditto, Customer retains its rights Customer Data.

4.2 Security. We will implement and maintain technical and organizational security measures designed to prevent unauthorized access, use, alteration or disclosure of Customer Data. Our current technical and organizational security measures are further described in our Privacy Policy available here: www.ditto.com/legal/privacy-policy.

4.3 Personal Data. Except as explicitly stated agreed to by Ditto in writing, Customer shall not include any Personal Data in the Customer Data used under the scope of this Agreement. Each party will comply with all applicable laws relating to its processing of Personal Data.

4.4 Usage Data. Ditto may generate and use usage data, telemetry, statistics, and aggregated or de-identified information derived from use of the Services, provided that such information does not identify Customer or an individual (“Usage Data”). Ditto owns such Usage Data and may use it for analytics, security, benchmarking, product development, service improvement, and business purposes.

5. Ditto Reservation of Rights

You acknowledge and agree that the Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under this Agreement, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Ditto reserves and shall retain its entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. 

6. Updates

Ditto may from time to time in its sole discretion develop and provide updates, bug fixes, patches, other error corrections, new features, modifications, or deletions of features and functionality (collectively, “Updates”). You agree that Ditto has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Updates will be deemed part of the Services and subject to all terms and conditions of this Agreement.

7. Free Services and Usage Limits

The Services are initially provided free of charge. Ditto may impose or change limits, quotas, storage allowances, feature restrictions, or other conditions applicable to the free Services (“Usage Limits”). Ditto may introduce paid features or plans in the future. Customer will not be charged for a paid feature or plan unless Customer affirmatively accepts the applicable pricing or order terms. Free, preview, experimental, or beta features may be changed, suspended, or discontinued at any time and may be provided without support or warranties.

8. Third-Party Services and Integrations

‍The Services may interoperate with third-party services, applications, devices, or integrations. Customer’s use of those services is governed by the third party’s terms and privacy practices. Ditto is not responsible for third-party services, including their availability, security, accuracy, functionality, or continued compatibility with the Services. Customer authorizes Ditto to exchange data with an enabled integration as directed by Customer or an Authorized User.

9. Suspension and Termination

‍This Agreement is effective until terminated. Customer may terminate this Agreement by ceasing to use the Services and closing its account, if that functionality is available, and/or by deleting the App. Ditto may suspend or terminate Customer’s access, with or without notice, if Ditto reasonably believes that Customer or an Authorized User has breached this Agreement, use of the Services creates a security, legal, operational, or reputational risk, suspension is required by law or governmental authority, or the account has been inactive for an extended period. Ditto may also modify or discontinue all or any portion of the free Services at any time without liability to Customer. Upon termination, all rights granted to Customer under this Agreement will terminate, Customer and its Authorized Users must cease using the Services, and Ditto may delete Customer Data.

Customer is responsible for exporting Customer Data before closing an account or ending use of the Services. Ditto does not guarantee that Customer Data will be retained for any particular period or remain available after an account is closed. Ditto may retain limited copies in backups or records for legitimate business, security, legal, or compliance purposes.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED TO CUSTOMER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, PRESERVE CUSTOMER DATA, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARD, BE SECURE OR ERROR-FREE, PREVENT EQUIPMENT FAILURE, IDENTIFY ALL MAINTENANCE NEEDS, OR ENSURE COMPLIANCE WITH ANY LAW, STANDARD, SAFETY REQUIREMENT, OR INDUSTRY PRACTICE.

Customer remains solely responsible for decisions, inspections, work instructions, equipment operation, workplace safety, regulatory compliance, and review of information generated or stored in the App.

11. Limitation of Liability

‍TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (I) ONE HUNDRED U.S. DOLLARS (US$100) OR (II) THE AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE SERVICES DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations will apply whether damages arise out of breach of contract, tort (including negligence), or otherwise and regardless of whether such damages were foreseeable or either party was advised of the possibility of such damages. Customer’s indemnification obligations and unauthorized use of the Services are not limited by the foregoing cap to the extent permitted by law. Some jurisdictions do not allow certain limitations of liability, so some or all of the above limitations may not apply to you.

12. Indemnification

‍You agree to indemnify, defend, and hold harmless Ditto and its officers, directors, employees, agents, affiliates, licensors, service providers, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to (i) your use or misuse of the Services; (ii) Customer Data, content, or communications submitted or made available through the Services; (iii) your breach of this Agreement; (iv) your violation of applicable law or the rights of any user or third party; (v) your negligence, fraud, or willful misconduct; or (vi) your use of a third-party service or integration in connection with the Services. Ditto may assume exclusive control of the defense of any matter subject to your indemnification at its expense, and you will not settle any claim without Ditto’s prior written consent unless the settlement unconditionally releases Ditto from liability.

13. Confidentiality

13.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, in any form, which (a) the discloser identifies to recipient as “confidential” or “proprietary” or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Provider’s Confidential Information includes technical or performance information about the App and the Services, and Customer’s Confidential Information includes Customer Data.

13.2 Use and Protection. As recipient, each party will (a) use Confidential Information only to fulfill its obligations and exercise its rights in this Agreement, (b) not disclose Confidential Information to third parties without discloser’s prior approval, except as permitted in this Agreement, and (c) protect Confidential Information using at least the same precautions recipient uses for its own similar information and no less than a reasonable standard of care.

13.3 Permitted Disclosures. The recipient may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 13 and they are bound to confidentiality obligations no less protective than this Section 13.

13.3 Exclusions. These confidentiality obligations do not apply to information that the recipient can document (a) is or becomes public knowledge through no fault of the recipient, (b) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser, (c) it rightfully received from a third party without confidentiality restrictions or (d) it independently developed without using or referencing Confidential Information.

13.4 Required Disclosures. The recipient may disclose Confidential Information (including Customer Data) to the extent required by applicable law, court order, administrative tribunal, or regulatory authority. If permitted by Law, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser’s expense, to obtain confidential treatment for the Confidential Information.

13.5 Feedback. Any suggestions, information or feedback provided by You regarding the App and the results of Your use or testing of the Services (collectively, “Feedback”), together with the information regarding the features of the App being tested by You, are the Ditto’s Confidential Information, and You hereby assign all right, title and interest in and to such Feedback, including all intellectual property rights therein, to Ditto. You agree not to disclose or provide such information to any third party except in accordance with this Section 13.

14. U.S. Government Rights

‍The Services and related software are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the U.S. Government or any contractor therefor, you receive only those rights with respect to the Services and related software that are granted to all other end users under this Agreement, in accordance with (a) 48 C.F.R. §§227.7201 through 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.

15. Export Regulation

‍The parties acknowledge that the Services may be subject to U.S. and other countries’ export jurisdictions. Each party will comply with all laws and regulations applicable to the import or export of the Services, including, but not limited to, the U.S. Export Administration Regulations, International Traffic in Arms Regulations, and sanctions regulations administered by the U.S. Office of Foreign Assets Control (collectively, “trade laws”). Customer will not take any action that causes Ditto to violate U.S. or other applicable trade laws. If Customer learns of a potential violation of trade laws relating to the performance of this Agreement, or a potential violation of the terms in this subsection, it will alert Ditto promptly after acquiring this knowledge. We may suspend or terminate this Agreement to the extent that we reasonably conclude that performance would cause us to violate applicable trade laws or put us at risk of becoming the subject of economic sanctions under such trade laws. You represent that you and your Authorized Users are not on any restricted party list under any applicable trade laws, including, but not limited to the U.S. Department of Commerce’s Table of Denial Orders or Entities list, or U.S Treasury Department’s list of Specially Designated Nationals.

16. Notices; Dispute Resolution

16.1 Notices. You consent to receive notices electronically, including through the Services or by email. Electronic notices satisfy any legal requirement that notices be in writing, except where applicable law requires another method.  All notices to Ditto should be sent to legal@ditto.com.

16.2 Choice of Law. This Agreement is governed by and is to be construed in accordance with the laws of the State of New York, irrespective of its choice-of-law rules.

16.3 Dispute Resolution. The parties shall first attempt to resolve any disputes arising out of this Agreement by negotiation of party representatives at the senior executive levels. If the parties are unable to resolve the dispute by negotiation, the parties shall attempt resolution by mediation with a neutral third-party mediator acceptable to both parties. Each party will bear its own mediation costs and expenses, but costs and expenses attributable to the mediator will be shared equally by the parties. If parties are not able to resolve the dispute by mediation within forty-five (45) days from the date of the written notice of the dispute, parties shall settle the dispute by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. The mediation or arbitration shall be held in New York, New York, United States. The mediation or arbitration will be conducted in English. The arbitrator must provide detailed written findings of fact and conclusions of law in support of any award.  Judgment upon any such arbitration award may be enforced in any court of competent jurisdiction. The existence of a dispute, submission to mediation or arbitration, and any award rendered under to this Agreement is deemed the Confidential Information of both parties.

16.4 Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 13 (Confidentiality) or, in the case of Customer, Section 3.2 (Restrictions), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

17. Miscellaneous

17.1 Assignment. You are not allowed to assign or transfer any of your rights or obligations in this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent, and any attempt by you to do so without our consent will be null and void. We can assign this Agreement at our sole discretion.

17.2 Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term, and all other provisions of this Agreement will continue in full force and effect.

17.3 Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

17.4 Force Majeure. We will be excused from performing under this Agreement to the extent that we are unable to perform due to extraordinary causes beyond our reasonable control, including things like natural disasters or emergencies, strikes, lockouts, riots, acts of war, epidemics, or communication line and/or power failures.

17.5 Changes to the Agreement and the Services. Ditto reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the App, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Ditto. Ditto will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate and immediately stop using the Services. Your continued use of the Services following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Ditto may also impose limits on certain features or restrict your access to part or all of the Services without notice or liability.

17.6 International Issues.

Ditto controls and operates the App from its offices in the United States, and Ditto makes no representation that the App is appropriate or available for use beyond the United States. If you use the App from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content if and to the extent local laws apply. We reserve the right to limit the availability of the App and/or the provision of any content, program, product, service, or other feature described or available through the App to any person, entity, geographic area, or jurisdiction at any time and in our sole discretion and to limit the quantities of any content, program, product, service, or other feature that we provide.

17.7 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties with respect to its subject matter. Unless we execute a separate written agreement with you stating otherwise, the terms of any purchase order, written terms or conditions, or other document that you submit to us that contain terms that are different from, in conflict with, or in addition to the terms of this Agreement are hereby rejected by Ditto, and will be void and of no effect.

17.8 Contact. 

Questions about this Agreement or the App may be sent to:

If about the App, email: support@ditto.com

If about the Agreement, email: legal@ditto.com 

‍

If by mail, to: 

DittoLive Incorporated

548 Market Street PMB 20272
San Francisco, CA 94104

‍