PROMOTION TERMS AND CONDITIONS
These Promotion Terms and Conditions (“Promotion Terms”) are expressly incorporated into and made a part of the iDitch Promotion Agreement Cover Sheet (“Cover Sheet”) (the Cover Sheet and Promotion Terms, collectively, known as the “Agreement”).
2. Term and Termination.
The Agreement between the registered User members and iDitch as a third party portal shall commence on the Effective Date and shall continue until the Promotion End Date specified on the Cover Sheet (the “Term”), unless earlier terminated as provided herein. Except as may be expressly agreed in the Cover Sheet, iDitch App and all other iDitch services may terminate the Agreement immediately in its entirety at any time, with or without cause, by giving registered User members prior written notice of termination. iDitch may terminate the Agreement in its entirety upon registered User members material breach of the Agreement, if such breach has not been cured within thirty (30) days’ after registered User members written notice thereof to iDitch for reconsideration on termination.. Accrued and outstanding payment obligations, Sections 1, 3, 5.2, 6 and 8–13, and the last sentence of this Section 2 shall survive the expiration or termination of the Agreement.
3. Fees and Payment.
Upon termination, Fees and payments to be paid by one party (client) service receiver, to the other party (Artisan) service provider, in connection with a gig performed, if any, are set forth on the Cover Sheet (“Fees”). All Payments are due Artisan within forty-five (45) days from receipt of termination from using the iDitch services.
Dollar Amount:- The Client shall be responsible for any sales, use or value-added taxes imposed by any taxing authority with respect to the amount payable hereunder.
4. Intellectual Property.
4.1 License to Marks; Restrictions.
The term “Marks” shall mean the trademarks, service marks, trade names, logos, slogans and other identifying symbols and indicia of a party (“Licensor”). Each party hereby grants to the other party (“Licensee”), solely during the Term, a limited, royalty-free, non-exclusive, non-transferable, non-assignable (except as set forth in Section 12) license, without the right to sublicense, to use and display the Licensor’s Marks solely for the purpose of the Promotion. All use of a Licensor’s Marks by Licensee will be in the form and format approved by Licensor, and Licensee will not otherwise use or modify Licensor’s Marks without Licensor’s prior written consent. All goodwill related to Licensee’s use of Licensor’s Marks shall incur solely to the benefit of Licensor. Marks will at all times remain the exclusive property of the respective Licensor. Except as expressly set forth herein, Licensor does not, and shall not be deemed to, grant Licensee any license or rights under any intellectual property or other proprietary rights. All rights not granted herein are expressly reserved by Licensor.
4.2 No Development.
EACH PARTY ACKNOWLEDGES AND AGREES THAT THERE SHALL BE NO DEVELOPMENT OF TECHNOLOGY, CONTENT, MEDIA OR OTHER INTELLECTUAL PROPERTY BY EITHER PARTY FOR THE OTHER PARTY PURSUANT TO THIS AGREEMENT. Any development activities relating to any technology, content, media or other intellectual property must be the subject of a separate written agreement between The iDitch Technologies Inc, prior to the commencement of any such activities.
The term “Confidential Information” shall mean any confidential or proprietary business, technical or financial information or materials of a party (“Disclosing Party”) provided to the other party (“Receiving Party”) in connection with the Agreement, whether orally or in physical form, and shall include the terms of the Agreement. However, Confidential Information shall not include information (a) previously known by Receiving Party without an obligation of confidentiality, (b) acquired by Receiving Party from a third party which was not, to Receiving Party’s knowledge, under an obligation of confidentiality, (c) that is or becomes publicly available through no fault of Receiving Party, or (d) that Disclosing Party gave written permission to Receiving Party to disclose, but only to the extent of such permitted disclosure.
Except as required by applicable law, each Receiving Party agrees that (a) it will use Confidential Information of Disclosing Party solely for the purpose of the Agreement and (b) it will not disclose the Confidential Information of the Disclosing Party to any third party other than the Receiving Party’s employees or agents, on a need-to-know basis, who are bound by obligations of nondisclosure and restricted use at least as strict as those contained herein, provided that Receiving Party remains liable for any breach of the confidentiality provisions of the Agreement by its employees or agents. The Receiving Party will protect the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care. In the event Receiving Party receives a subpoena or other administrative or judicial demand for any Confidential Information of Disclosing Party, Receiving Party will give Disclosing Party prompt written notice of such subpoena or demand and allow Disclosing Party to assert any available defenses to disclosure. Upon request by Disclosing Party, Receiving Party will return or destroy all copies of any Confidential Information of the Disclosing Party. Confidential Information will at all times remain the property of the Disclosing Party. The provisions of this Section 5.2 will expire three (3) years after the expiration or termination of the Agreement, except with respect to Confidential Information that constitutes “trade secrets” under applicable law for which this Section 5 shall survive indefinitely.
6. Privacy & Data.
During the Term and for one (1) year thereafter, each party shall maintain General Liability and, if required by law, Worker’s Compensation insurance. The General Liability insurance policy limits shall be not less than One Million Dollars ($1,000,000) combined single limit per occurrence for bodily injury, death and property damage liability, and Two Million Dollars ($2,000,000) in aggregate. All policies shall be written by reputable insurance companies with a Best’s policyholder rating of not less than A VII. Such insurance shall be primary and non-contributing to any insurance maintained or obtained by the other party and shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon a party’s request, the other party shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of a party under the Agreement.
8. Warranties; Disclaimer.
Each party hereby represents and warrants that (a) it has full power and authority to enter into the Agreement and perform its obligations hereunder, (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin, (c) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with the Agreement, (d) it will comply with all applicable laws in its performance of the Agreement, including, without limitation, consumer privacy and data protection laws, and (e) the content, media and other materials used or provided by such party as part of the Promotion, will not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party (the “Indemnified Party”), its affiliates and their respective directors, officers, employees, agents, successors and assigns against all claims, damages, losses and expenses (including reasonable outside attorney fees) with respect to any third party claim arising out of or related to (a) the negligence or willful misconduct of Indemnifying Party and its employees or agents in their performance of the Agreement, (b) a breach (or claim that, if true, would be a breach) of any of the Indemnifying Party’s representations or warranties in the Agreement, or (c) the infringement of a third party’s intellectual property rights by the Indemnifying Party’s Marks, but only if such Marks have been used by the Indemnified Party in the manner approved by the Indemnifying Party. The Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.
10. Limits of Liability.
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR FOR A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. No Publicity.
Unless otherwise expressly set forth on the Cover Sheet, neither party may issue a press release or otherwise refer to the other party in any manner with respect to the Agreement, the Promotion or otherwise, without the prior written consent of such other party.
The Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles. Each party consents to exclusive jurisdiction and venue in the state and federal courts sitting in San Francisco County, California. Any and all notices permitted or required to be given hereunder shall be sent to the address first set forth on the Cover Sheet, or such other address as may be provided, and deemed duly given (a) upon actual delivery, if delivery is by hand, (b) one (1) day after being sent by overnight courier, charges prepaid, or (c) by electronic mail to the designated recipient. The failure of either party to enforce the provisions hereof shall not be construed as a waiver of such provisions. Any modification or amendment to the Agreement shall be effective only if in writing and signed by both parties. In the event any provision of the Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect. The Agreement may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this agreement to (a) an affiliate of such party, or (b) upon notice to the other party, in connection with the sale of all or substantially all of such party’s equity, business or assets. The Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and permitted assigns. Any delay in or failure by either party in performance of the Agreement shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, without limitation, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage. Nothing in the Agreement shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties, and neither party shall have the right to enter into contracts on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate written agreement between the parties. Each party shall be solely responsible for its employees and agents used in connection with the Agreement. The Agreement contains the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersede all prior and contemporary understandings and agreements, whether oral or written, relating to the subject matter hereof. The Agreement may be executed in one or more counterparts and by exchange of signed counterparts transmitted electronically, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.
The following terms, as may be used in the Cover Sheet, shall have the meanings set forth below:
13.1. “Artisan Member” shall mean an independent contractor providing on-demand, Scheduled Appointments And Destination Beauty and Men’s Grooming Gig Services to Clients using the iDitch App under license from iDitch.
13.2. “In the iDitch App View” it shall mean a unique view deployed by iDitch within the iDitch App through which registered users may request Gig Services.
13.3. “New User” shall mean an individual who downloads the iDitch App, creates a new user Member account (including entering credit or debit card information), enters a New User Promo Code and completes a Gig Service using the iDitch App.
13.4. “New User Member Promo Code” shall mean new user promotional codes valid for the first-time usage of the iDitch Gig service provided by the iDitch Company in the amounts and quantities provided in the Agreement.
13.5. “Promo Codes” shall mean promotional codes valid for the usage of the iDitch Gig Services provided by the iDitch Company to the User Members in the amounts and quantities provided in the Agreement.
13.6. “Splash Screen” shall mean a unique splash screen deployed by iDitch within the iDitch App.
13.7. “iDitchApp” shall mean the iDitch mobile application.
THE GUIDELINES FOR iDitch THIRD PARTY DATA REQUESTS AND SERVICE OF LEGAL DOCUMENT
The following guidelines are intended to inform private parties, including civil litigants and criminal defendants, about the legal process for seeking records from iDitch Technologies Inc. These are merely guidelines, and this information may change at any time.
These guidelines apply to non-law enforcement requests. For law enforcement requests, we recommend browsing Guidelines For Law Enforcement Authorities.
What is iDitch Technologies Incorporated, iDitch, the iDitch App, iDitch.com and other iDitch related services?.
Where does iDitch accept service of legal documents?
We generally require that all legal documents (including complaints and subpoenas) be served on our registered agent for service of process. The name and current contact information for the registered agent in each state are available online here.
Our registered agent will accept service only if the entity to whom the document is directed matches the name of the entity registered with the Secretary of State (e.g., “iDitchTechnologies, Inc.”), and our agent is authorized to accept service on behalf of that entity. Our acceptance of legal process does not waive any legal objections we may have and may raise in response.
Outside the U.S., documents should be directed to “ ” We generally require that all legal documents be served at the following address: Our acceptance of legal process does not waive any legal objections we may have and may raise in response.
What legal process does iDitch require before producing data to private parties?
iDitch generally require a valid subpoena issued in accordance with applicable law before we can process private requests for information. We require non-law enforcement subpoenas to be served through our registered agent for service of process. The name and current contact information for the registered agent in each state are available online here.
Our registered agent will accept service only if the entity to whom the request is directed matches the name of the entity registered with the Secretary of State (e.g., “iDitch Technologies, Inc.”), and our agent is authorized to accept service on behalf of that entity. Our acceptance of legal process does not waive any legal objections we may have and may raise in response.
Non-U.S. requests should be directed to “iDitch” We generally require a valid request issued in accordance with applicable law before we can process private requests for information. We require requests to be served by registered mail to the following address: Our acceptance of legal process does not waive any legal objections we may have and may raise in response to the request.
What form of requests does iDitch require, and how are requests processed?
We review each subpoena or data request for facial and substantive validity, and will reject requests that are not facially and substantively valid. Among other things, we require requests to be narrowly tailored, and will reject overly broad, vague, or unduly burdensome requests. Before making a request, please check to see if the information sought is publicly available.
In order to make sure your request is valid, we ask for the following:
• A sufficiently narrow/defined time period, and the specific data requested within that time period
• A specific identifying reference (i.e., you must uniquely identify an iDitch user Member [client&artisan], ideally by more than just a name)
• Your contact information (i.e., name and email address and/or phone number)
When we determine that we are required by law to disclose data, we will search for and disclose data that we are reasonably able to locate and retrieve.
Note: We will not respond to emergency requests received from non-law enforcement officials. Non-law enforcement officials aware of an emergency situation should immediately and directly contact local law enforcement.
Does iDitch provide a certificate of authentication or expert testimony?
We may provide a certification from our records custodian but are generally not able to provide in-person or expert witness testimony.
The iDitch Technologies Incorporated 2019