DITTRA LLC Customer Agreement

IMPORTANT NOTICE

By checking any acceptance box, downloading, installing, accessing, or using DITTRA LLC products or services, the accepting party acknowledges and agrees to be legally bound by the terms of this Agreement. If accepting these terms on behalf of an employer or business entity, that entity is deemed the “Customer” and the accepting party attests to having authority to legally bind that entity herein.^[1]

1. Agreement Structure

This Agreement is entered into between DITTRA LLC and either the individual or entity identified upon acceptance or as listed on the applicable order form. It governs access and utilization of all DITTRA LLC offerings, products, and services.^[1]

2. Definitions

• Agreement: This DITTRA LLC Customer Agreement, any appendices, and all authorized order forms between DITTRA LLC and Customer.
• Authorized User: An individual authorized by the Customer to access DITTRA LLC products or services under this Agreement, including employees, contractors, and designated agents.
• Confidential Information: Any non-public information disclosed by either party during the term of the Agreement, reasonably understood or explicitly marked as confidential due to its nature or context.
• Products and Services: DITTRA LLC software and subscription-based solutions, as well as consulting and educational services provided by DITTRA LLC under this Agreement.
• Order Form: Any document, including statements of work, through which the Customer orders DITTRA LLC products or services, signed and accepted by both parties.

3. Customer Responsibilities

• DITTRA LLC grants the Customer a non-transferable, non-sublicensable, limited license to use its products strictly for the Customer’s internal business operations, as specified by the documentation and within the agreed term and scope.
• The Customer is responsible for compliance with all laws and regulations, ensuring appropriate use of products, services, and maintenance of secure credentials for access.
• Payments for products and services are due according to the terms set forth in the order form and are non-cancellable except as expressly provided in this Agreement.
• Customer shall ensure that its use of DITTRA LLC products remains within the scope outlined in this Agreement and does not breach intellectual property rights or applicable laws.

4. Warranties

• DITTRA LLC represents that it is duly organized and authorized to enter into this Agreement and that its products will perform substantially as described in applicable documentation for the duration specified.
• Services provided by DITTRA LLC will be executed in accordance with industry standards and reasonable expectations, subject to the specific scope set forth in any order form or agreement.

5. Intellectual Property

• Customer retains all rights in its provided data and content.
• DITTRA LLC retains all rights in its technology, services, documentation, and trademarks, subject to any licenses granted herein.
• Each party agrees to defend and indemnify the other as described in this Agreement, under circumstances of intellectual property infringement or breach of contractual terms.

6. Confidentiality

Both parties agree to preserve the confidentiality of disclosed proprietary information, employing measures reflective of their own standards for data protection, and refraining from use or disclosure except as expressly allowed under this Agreement or required by law.

7. General Terms

This Agreement shall be governed by the laws of the relevant jurisdiction associated with DITTRA LLC, with disputes subject to resolution in the courts of such jurisdiction. Except as otherwise expressly stated, the obligations of each party are several and independent.