License Agreement

Dito, LLC Software as a Service Terms of Use v1-1.2024

IMPORTANT-READ THIS SOFTWARE AS A SERVICE TERMS OF USE AGREEMENT (THIS “AGREEMENT”) CAREFULLY BEFORE USING THIS PRODUCT. BY CLICKING THE “I ACCEPT” BUTTON OR OTHERWISE ACCEPTING THIS AGREEMENT THROUGH AN ORDERING DOCUMENT THAT INCORPORATES THIS AGREEMENT (THE “ORDERING DOCUMENT”), YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT IS BETWEEN YOU AND DITO, LLC, A VIRGINIA LIMITED LIABILITY COMPANY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO AN ENTITY, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICES. THESE TERMS MAY MAKE COMMERCIALLY REASONABLE CHANGES TO THESE TERMS FROM TIME TO TIME. IF THERE ARE MATERIAL CHANGES TO THE TERMS, DITO WILL NOTIFY YOU.

DEFINITIONS
1. “Dito” shall mean Dito, LLC, a Virginia Limited Liability Company.
2. “Effective Date” shall mean the date on which the Ordering Document was fully executed.
3. “Google Cloud and Workspace” shall mean those products owned and developed by Google LLC (“Google”) which may be required to utilize the Services.
4. “Services” shall mean those software subscription services as identified in the order form from Dito for your use of the Services.
APPLICABILITY OF THIS AGREEMENT
1. This software as a service agreement is valid for the subscription period and for the products described in the ordering document which this agreement accompanies.
RIGHTS GRANTED TO YOU
1. Upon Dito’s acceptance of your order and for the duration of the Services term defined in the ordering document, you have the non-exclusive, non-assignable, royalty free, limited right to use the Services solely for your internal business operations and subject to the terms of the agreement. You may allow your users to use the Services for this purpose and you are responsible for your users’ compliance with the agreement. The Services are provided as described in, and subject to, the services policies (if any) referenced in the ordering document. You acknowledge that Dito will not ship copies of the Dito programs to you and has no obligation to do so as part of the Services. You agree that you do not acquire under the agreement any license to use the Dito programs specified in the ordering document in excess of the scope and/or duration of the Services. Upon the end of the agreement or the Services thereunder, your right to access or use the Dito programs specified in the ordering document and the Services shall terminate automatically.
2. The rights granted to you under this Agreement are also conditional on the following:
  1. You pay the fees as described in the ordering document;
  2. the rights of any user licensed to use the Services (e.g., on a “named user” basis) cannot be shared or used by more than one individual (unless such license is reassigned in its entirety to another authorized user, in which case the prior authorized user shall no longer have any right to access or use the license);
  3. except as expressly provided herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and
  4. you agree to make every reasonable effort to prevent unauthorized third parties from accessing the Services.
FEES
1. You agree to pay for all software Services ordered as set forth in the applicable ordering document. All fees due under the agreement are non-cancelable and the sums paid nonrefundable. All amounts invoiced hereunder are due and payable upon receipt. You agree that you have not relied on the future availability of any Services, programs or updates in entering into the payment obligations in the ordering document however, the preceding does not relieve Dito of its obligation to deliver Services that you have ordered per the terms of the agreement.
2. Failing to pay the fees associated with the software Services will result Dito’s in immediate cancellation of your use of the software Services.
3. Taxes. All quotes for fees for the Services are exclusive of taxes. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that Dito must pay based on the software Services you ordered, except for taxes based on Dito’s income.
OWNERSHIP
1. You retain all ownership and intellectual property rights in and to your data which pre-existed the effective date of these terms or that is natively stored within your Google Cloud and Workspace accounts. Data that you create or provide independently or with a third party shall remain owned by you or such third party and not Dito. For the avoidance of doubt, data does not include Dito created or developed code (source or compiled) unless expressly provided for in writing in another agreement.
2. Dito or its licensors retain all ownership and intellectual property rights to the Services and Dito programs. Dito retains all ownership and intellectual property rights to anything developed by Dito and delivered under the agreement, including features and updates provided to you during your subscription of the Services.
3. Third party technology that may be appropriate or necessary for use with some Dito programs is specified in the program documentation or ordering document as applicable. Your right to use such third party technology is governed by the terms of the third party technology license agreement specified by Dito and not under this Agreement.
4. All other intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials utilized for the software services under this Agreement or those that existed prior to this Agreement are owned by Dito or its licensors.
RESTRICTIONS ON USE
1. You may not:
  1. remove or modify any program markings or any notice of Dito’s or its licensors’ proprietary rights;
  2. make the programs or materials resulting from the Services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license or materials from the services you have acquired);
  3. modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services (the foregoing prohibition includes but is not limited to the user experience/design, review of data structures or similar materials produced by programs), or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to Dito;
  4. disclose results of any Services or program benchmark tests without Dito’s prior written consent; and
  5. license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, Dito programs or materials available, to any third party other than as expressly permitted under the terms of this agreement.
  6. use or permit the use of the software Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) constitute an infringement of intellectual property or other proprietary rights, or (b) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Dito under this agreement, Dito reserves the right to remove or disable access to any material that violates the foregoing restrictions. In such an event, Dito shall have no liability to you if Dito takes such action. You agree to defend and indemnify Dito against any claim arising out of a violation of your obligations under this section.
WARRANTIES DISCLAIMERS AND EXCLUSIVE REMEDIES
1. Dito warrants that the software Services will perform in all material respects in accordance with the particular software Service’s documentation referenced in the ordering document. If the software Services provided to you for any given month during the services term were not performed as warranted, you must provide written notice to Dito no later than five business days after the last day of that particular month or within such other period stated in the ordering document.
2. DITO DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT DITO WILL CORRECT ALL SERVICES ERRORS. YOU ACKNOWLEDGE THAT DITO DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. DITO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
3. FOR ANY BREACH OF THE ABOVE WARRANTY, YOU MAY END YOUR SUBSCRIPTION AT THE END OF THE MONTH IN WHICH THE BREACH OCCURRED WITHOUT ANY FURTHER OBLIGATION TO DITO.THIS EARLY TERMINATION IS YOUR EXCLUSIVE REMEDY, AND DITO’S SOLE LIABILITY, FOR ALL BREACHES OF ANY WARRANTY SPECIFIED IN THE AGREEMENT. NO REFUNDS ARE PERMITTED.
4. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
INDEMNIFICATION
1. If a third party makes a claim against You or Dito that any information, design, specification, instruction, software, service, data, or material (collectively the “Material”) furnished by Dito infringes its intellectual property rights, Dito, at its sole cost and expense, will defend the You against the claim and indemnify You from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Dito. If the claim is made against you, this indemnity obligation is conditional on the following:
  1. You notify Dito promptly in writing, not later than 30 days after You receives notice of the claim (or sooner if required by applicable law);
  2. You give Dito sole control of the defense and any settlement negotiations; and
  3. You give Dito the information, authority, and assistance Dito needs to defend against or settle the claim.
2. If Dito believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, Dito at its sole discretion may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, Dito may end the rights granted under this Agreement and refund any unused, prepaid fees You may have paid.
3. Exclusions. Dito will not indemnify You if:
  1. You alter the Material or uses it outside the scope of use identified in the user documentation or services policies or You are using a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to You.
  2. An infringement claim is based upon (i) any information, design, specification, instruction, software, data, or material not furnished by Dito, or (ii) any Material from a third party portal or other external source that is accessible to you within or from the service (e.g., a third party Web page accessed via a hyperlink). Dito will not indemnify you to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by Dito. Dito will not indemnify you for infringements caused by your actions against any third party if the services as delivered to you and used in accordance with the terms of the agreement would not otherwise infringe any third party intellectual property rights. Dito will not indemnify you for any infringement claim that is based on your actions prior to the effective date of the agreement. This section provides the parties’ exclusive remedy for any infringement claims or damages.
SUPPORT & MAINTENANCE
1. Support services (if any) shall be provided as indicated in the particular ordering document for the program or product and in accordance with the then current Dito support level agreement (“SLA”) for the Services.
2. Updates and upgrades to the Services will be provided to you provided that you have a current subscription to the Services. If you are delinquent in payments, Dito reserves the right to deny your requests for updates, upgrades and support.
END OF AGREEMENT AND TERMINATION
1. Software Services provided under this software as a service agreement shall be provided for the period defined in the ordering document unless earlier terminated in accordance with this agreement. The term of the Services and any renewal periods are collectively defined as the “Services Term.” At the end of the Services Term, all rights to access or use the Services, including the Dito programs listed in the ordering document, shall end.
2. If either of us breaches a material term of the agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the applicable ordering document under which the breach occurred. If Dito ends the ordering document as specified in the preceding sentence, you must pay within 30 days all amounts which have accrued prior to such end, as well as all sums remaining unpaid for the services ordered under the agreement plus related taxes and expenses. The non-breaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You acknowledge and agree that if you are in default under the agreement, you may not use the services ordered. Payment for the software services is considered a material term of this Agreement. Refunds are not permitted.
3. In addition, Dito may immediately suspend your password, account, and access to or use of the services (i) if you fail to pay Dito as required under this agreement and the ordering documents and do not cure within the first ten days of the 30 day cure period, or (ii) if you violate any provisions of sections 3, 4 or 6 of this software as a service agreement. Dito may terminate the Services hereunder if any of the foregoing is not cured within 30 days after Dito’s initial notice thereof. Any suspension by Dito of the Services under this paragraph shall not excuse you from your obligation to make payment(s) under the agreement.
4. Upon termination or expiration of your subscription, the Services will cease operation and the data that you own which is natively stored in your Google Cloud and Workspace accounts will remain available to you under the terms of your subscription with Google for those Google Cloud and Workspace products. Dito may be available for assistance (for a fee) to help you in the export or migration of that data if requested by you or your organization. If you are delinquent in your fees, Dito is under no obligation whatsoever to assist you in accessing your data.
ENTIRE AGREEMENT
1. You agree that this agreement together with the ordering document (which is incorporated herein by reference) is the complete agreement for the software Services ordered by you, and that the agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such services.
2. Severability. If any term of the agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the agreement. It is expressly agreed that the terms of this agreement, including any Dito ordering document, shall supersede the terms in any purchase order or other non-Dito document and no terms included in any such purchase order or other non-Dito document shall apply to the services ordered.
3. Except when these terms are updated by Dito from time to time, the agreement may not be modified and the rights and restrictions may not be altered or waived except in writing signed by authorized representatives of you and of Dito.
LIMITATION OF LIABILITY
1. NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2. IN NO EVENT SHALL DITO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO DITO PURSUANT TO THE APPLICABLE ORDER CONFIRMATION UPON WHICH THE CLAIM IS BASED IN THE ONE-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
FORCE MAJEURE
1. Dito shall not be liable or responsible to You, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Dito including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 60 days, You shall be entitled to give notice in writing to Dito to terminate this Agreement.
RELATIONSHIP OF THE PARTIES. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
ASSIGNMENT. You shall not assign any of the rights or delegate any of your obligations under this Agreement without the prior written consent of Dito. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves You of any of your obligations under this Agreement.
GOVERNING LAW. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Commonwealth of Virginia.
1. Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Virginia, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
NOTICE. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by U.S. or international postal service or recognized overnight courier service with signature required or via electronic mail with read-receipt.
NO THIRD PARTY BENEFICIARIES. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Reseller Terms.
SURVIVAL. The following sections shall survive termination of this Agreement: 4, 5, 6, 7, 8, 12.
PUBLICATION and REFERENCES. You agree that Dito may identify you as a recipient of the services and use your logo in sales presentations, marketing materials and press releases. You may publish or disclose information regarding the services and shall acknowledge Dito in all such publications. In both cases, each party shall follow the established marketing guidelines available from the owner of such designs, logos, marketing materials, etc.