Terms of Use

Version 09.20.2020

READ THESE TERMS OF USE CAREFULLY.

 

  1. Introduction

DoDitty.com and its affiliates, including V3 Concert Finance, LLC (collectively, “DoDitty”, “we”, “us” and/or “our”), provide unparalleled connections between world class artists and their fans.

(a)       Consent.  By using the DoDitty.com website and/or any DoDitty mobile app (collectively, “Website”) or by indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you agree to enter into a legally binding contract pursuant to these Terms of Use, including when you are using the Website on behalf of a company or other third party.  Your use of the Website as an artist (“DoDitty Artist”) is governed by additional terms and conditions at the end of these Terms of Use.  Your usage is also subject to the terms and conditions of our Privacy Policy.  If you object to any term or condition of these Terms of Use, you agree that your sole remedy will be to discontinue using the Website.  DoDitty may terminate your Website account at any time, for any reason, and without any notice.

By creating an account on the Website, you agree to provide true, accurate, current, and complete information.  You agree to not create an account using a false identity or providing false information, or if you have previously been removed or banned from the Website. You are solely responsible for maintaining the confidentiality of your account information, including your username and password. You are solely responsible for all activities that occur on or in connection with your account, and you agree to notify DoDitty immediately of any unauthorized access or use of your account. You acknowledge and agree that DoDitty is not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your account.

DoDitty Artists must also abide by the “DoDitty Artists Additional Terms and Conditions”, below.

(b)       Website Ownership.  All content on the Website, including but not limited to personalized videos (“Ditties”), website designs, text, graphics, pictures, videos, information, applications, software, music, sound, data, ideas, media, processes and other content, and their selection and arrangement (“DoDitty Content”), are the property of DoDitty and/or its licensors.  No DoDitty Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part.  Your use of the Website does not give you any ownership right in the Website or any DoDitty Content.  All rights not expressly granted to you under these Terms of Use are reserved by DoDitty and its licensors.

You hereby grant to DoDitty a non-exclusive, royalty-free, fully-paid, unlimited, worldwide, sublicensable, perpetual, and irrevocable license, in any and all manner and media regardless whether now known or hereinafter invented or devised (including all social media), to use, reproduce, license, sublicense, distribute, modify, adapt, reformat, publicly perform, publicly display, create derivative works of, and otherwise use for any purpose – and you hereby waive any and all moral rights or “droit moral” you may have – in any of the following: (i) any Ditty request; (ii) any submission in any form or medium that you make directly or indirectly to DoDitty or any DoDitty Artist through the Website, through any third-party website, through any social media, via e-mail, or by any other means; (iii) any song, video, lyrics, title, and/or orchestration; and (iv) any idea, suggestion, proposal, improvement, plan, or other communication.

The trademarks contained within the Website: (i) are registered trademarks, service marks or trade dress of their respective owners in the United States and/or other countries; (ii) may not be used in connection with any product or service in any manner that is likely to cause confusion; and (iii) may not be copied, imitated, or used, in whole or in part, without the prior written permission of the owner(s).

(c)        Change.  DoDitty may modify these Terms of Use – and we may change the technology we use – at any time without prior notice, so you are encouraged to review these Terms of Use on a regular basis.  If you object to any term or condition of these Terms of Use after any change, you agree that your sole remedy will be to discontinue using the Website.  You agree that your continued use of the Website after any change to these Terms of Use will be deemed your consent to the updated Terms of Use.  These Terms of Use supersede all previous DoDitty Terms of Use.

  1. Requesting Ditties

You may submit requests for Ditties created by world class artists and others (“DoDitty Artists”) for yourself or third parties that you designate (“Giftees”).  You acknowledge and agree that DoDitty and each DoDitty Artist have the right to reject any request in their sole discretion and for any reason. You also acknowledge and agree that each DoDitty Artist has sole discretion to determine how to fulfill the Ditty request and the content of the Ditty, which may vary from your request. After your Ditty request is fulfilled, your payment method will be charged or debited the published or otherwise agreed upon amount.

  1. Ditties are Licensed for Viewing

You acknowledge and agree that Ditties will only be licensed for you or your Giftee to view, and that Ditties will not be sold for you or your Giftee to own.  Provided that you have paid all Ditty fees and provided that your DoDitty account is in good standing, you or your Giftee will be granted a personal, non-commercial, non-promotional, limited, non-transferable, non-exclusive, revocable license to view and to publicly display each Ditty on social media platforms (“Ditty License”).  You may use Ditties only in accordance with these Terms of Use, which include the DoDitty Code of Conduct, below.  DoDitty may terminate any license and/or remove any DoDitty from the Website at any time, for any reason, and without any notice.

  1. Branded Ditties

You may submit requests for Ditties for the promotion of a commercial entity or brand (“Branded Ditty”), which is subject to these Terms of Use. When requesting a Branded Ditty, you must name the commercial entity or brand (“Commercial Licensee”), and you must identify the associated product, good or service which you are requesting that the Ditty Artist mention and/or display in the Branded Ditty.

Provided that you have paid all Branded Ditty fees and provided that your DoDitty account is in good standing, the Commercial Licensee will be granted a Branded Ditty License subject to the following additional terms and conditions.

(a)       The Branded Ditty License will be a limited, non-transferable, non-exclusive, revocable, royalty-free, fully paid, worldwide, sublicensable license for the Commercial Licensee to use, reproduce, distribute, and publicly display the Branded Ditty for ninety (90) days after creation of the Branded Ditty:

(i) On one (1) website that is wholly-owned and controlled by the Commercial Licensee; and

(ii) On one (1) social media account that is wholly-owned and controlled by the Commercial Licensee in the form of a social media advertisement.

(b)       You may request additional ninety (90) day license periods, which DoDitty and/or the Ditty Artist may accept or reject at their sole discretion, by contacting DoDitty at hello@DoDitty.com.

(c)        You represent and warrant that:

(i)         The Commercial Licensee wholly owns the brand, trademark, service mark, trade name, trade dress, logo and intellectual property rights, along with the associated product, good and/or service;

(ii)        You and the Commercial Licensee have all rights necessary to request and use the Branded Ditty and to agree to these Terms of Use;

(iii)       All information provided to the Ditty Artist is factually correct, not misleading, not disparaging and not defamatory; and

(iv)       You and the Commercial Licensee will comply with these Terms of Use, and with all applicable laws, rules, regulations, directives, statutes, court orders, and industry guidelines (collectively, “Laws”) in all jurisdictions in which the Branded Ditty will be displayed.

  1. Fees

You agree to pay to DoDitty in U.S. dollars (US$) all fees when they are due and all taxes that are required by law.  You agree that DoDitty and DoDitty’s affiliates and third-party business partners (collectively, “DoDitty Partners”) may store your payment information, and may automatically bill your payment method.  DoDitty may increase its fees and/or change its payment procedures at any time without notice.  You may not receive a refund of any fee or tax under any circumstances.  Your use of your credit/debit card is governed by your agreement with and the privacy policy of your payment provider. You agree to immediately notify credit/debit card provider of any change in your billing address and other required information.

You agree that DoDitty may place a pre-authorization hold on your credit/debit card when you make a Ditty request.  After your Ditty request has been completed, you authorize your credit/debit card provider to immediately charge you for all amounts due with no additional notice to or consent from you.  DoDitty may cancel your Ditty request if credit/debit card payment is declined and/or if you have previously been banned or removed from the Website.

If DoDitty or a DoDitty Artists rejects your request for a Ditty or the Ditty is not otherwise provided, your DoDitty account may be issued a credit in US$ in the amount of request, and the credit will be maintained in your DoDitty account for future requests.  Credits are not refundable and cannot be transferred.

In some cases, you may be able to give a gratuity or tip to the DoDitty Artist – which is non-refundable –, but you are not required to do so.  If you choose to give a gratuity or tip to a DoDitty Artist, the gratuity or tip must be at least US$5.00.

Your subscription to any DoDitty premium service will automatically renew at the end of the applicable subscription period, and your credit/debit card will be charged a subscription fee for each renewal automatically on a monthly recurring basis. Subscription fees are non-refundable, including for any partial subscription periods.  You acknowledge and agree that Section 5-903(2) of the New York General Obligations Law and all similar Laws regarding required notice for automatic renewal provisions in any contract for service, maintenance or repair to or for any real or personal property is hereby waived and shall have no effect.  You may cancel your subscription to any DoDitty premium service by contacting DoDitty at hello@DoDitty.com, and providing your username, e-mail address associated with your Website account, and the DoDitty premium service.  Deleting any DoDitty app from any device will not cancel your subscription to any DoDitty premium service.

  1. Code of Conduct

As a condition of your use of the Website and any Ditty, you agree to all of the following:

(a)       You acknowledge and agree that DoDitty and DoDitty Artists will not be liable or responsible for any Ditty you request or that is created.

(b)       You have no expectation of privacy with respect to any Ditty you request or that is created.

(c)        You will not edit, change, modify, or create any derivative work of any Ditty, and you will not assist or encourage anyone to do so.

(d)       You will not edit, change, modify, cover, or remove the watermark from any Ditty, and you will not assist or encourage anyone to do so.

(e)       You will be the sole authorized user of your Website account. You are solely responsible for maintaining the confidentiality of any user name and/or password used by you for accessing the Website, and for all activities that occur under your password or account.

(f)        You will not register more than one account, register for a user account on behalf of an individual other than yourself, impersonate another, misrepresent your identity, or register for a user account on behalf of any company or other entity, unless you are expressly authorized to do so.

(g)       You will immediately notify DoDitty of any unauthorized use of your password or account, or of any other actual or suspected breach of security.

(h)       You will provide accurate, timely and complete information in connection with your use of the Website.  DoDitty, DoDitty Partners, DoDitty Artists and their subsidiaries, officers, directors, agents, employees, licensors, creators, suppliers, contractors, owners and investors (collectively, “DoDitty Entities”) will not be responsible for any claim relating to any inaccurate, untimely or incomplete information provided by you.  You are solely responsible for information entered by you.

(i)         With regard to any and all content you provide (“User Content”), you hereby grant to DoDitty a non-exclusive, worldwide, transferable, sublicenseable license to use, modify, copy, publish, and distribute User Content, and to post User Content to the Website.

(j)         DoDitty will have sole discretion to refuse to post, or to delete, any User Content you provide for any reason or for no reason.

(k)        DoDitty is permitted to publish advertisements on the Website in association with and/or near User Content.

(l)         You will not obtain or attempt to obtain access to or search any data or information through “hacking”, “scraping”, use of a “bot” or other means not made available for your permitted use through the Website.

(m)      You will not download, upload or republish DoDitty Content on any third-party website, or incorporate the information in any other database or compilation.

(n)       You will not post User Content containing any advertisement or commercial solicitation.

(o)       You will not use any DoDitty Content and/or any Website data for the purpose of advertising or commercial solicitation either via the Website or independently of the Website.

(p)       You will not attempt to break or circumvent any Website security measure, or otherwise test the vulnerability of the Website.

(q)       You will not attempt to damage, disable or overburden the Website.

(r)        You will not access the Website using a username/password that you are not authorized to use.

(s)        You will not submit User Content that:

  • Is false, defamatory, threatening, bullying, harassing, hateful or violent;
  • Is racially objectionable, ethnically objectionable or otherwise unlawful or objectionable;
  • Consists of, abets or encourages criminal conduct;
  • Is obscene, pornographic or sexually explicit, or exploits or presents a minor in a sexual way;
  • Is in violation of anyone’s intellectual property rights, privacy rights or other rights;
  • Is misleading, fraudulent or deceptive; or
  • Is illegal or unlawful.

(t)         You will not transmit material through the Website that you know or should know contains any virus, Trojan horse, worm, time bomb, cancelbot, malware, ransomware or other computer code that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate the Website or any system, data, personal information or third-party website.

(u)       You will not:

  • Modify, enhance, or create any derivative work of the Website;
  • Attempt to or actually transfer or assign any right you may have under these Terms of Use, which shall be null and void;
  • Decompile, disassemble, reverse compile, reverse engineer or otherwise attempt to reconstruct the source code for the Website and/or reduce the Website to human readable form; or
  • Make any copy of the Website.

(v)        You represent that you are the greater of: (i) eighteen (18) years of age; or (ii) the minimum age required for lawful usage of the Website in your jurisdiction.

(w)       If you breach any provision of these Terms of Use, DoDitty may terminate your Website account, and terminate your or your associated Commercial Recipient’s license to use any Ditty

(x)        If your Website account is terminated by DoDitty, you will permanently delete – or cause to be deleted – all copies of all Ditties in your or your associated Commercial Recipient’s possession or control, including from all social media and all website.

  1. Indemnity

You agree to defend, indemnify, and hold all DoDitty Entities harmless from and against any third-party claim, action, demand, liability and/or settlement, including, without limitation, reasonable legal and accounting fees (“Claim”), resulting from, or alleged to result from, your or your associated Commercial Licensee’s violation of any these Terms of Use, or any use of the Website.

  1. Disclaimer of Warranties; Limitation of Liability

The Website and each Ditty is offered to you as a convenience. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE AND ANY DITTY IN ANY MANNER IS AT YOUR SOLE RISK. THE DODITTY ENTITIES DO NOT WARRANT THAT USE OF THE WEBSITE  OR ANY DITTY WILL BE UNINTERRUPTED OR ERROR-FREE, AND THE DODITTY ENTITIES MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR ANY DITTY, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED BY OR THROUGH THE WEBSITE OR ANY DITTY. THE DODITTY ENTITIES SHALL NOT BE LIABLE FOR THE ACTIONS OR INACTIONS OF ANY THIRD-PARTY SERVICE USED OR PROVIDED IN CONJUNCTION WITH THE WEBSITE, SUCH AS ANY SERVICE PROVIDER, CONTENT PROVIDER OR ADVERTISER.

THE WEBSITE AND EACH DITTY IS PROVIDED ON AN “AS IS” BASIS WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO: ANY IMPLIED WARRANTY OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, CUSTOMER’S PURPOSE, SYSTEM INTEGRATION, TITLE, NONINFRINGEMENT, SECURITY OR NONINTERFERENCE; OR ANY WARRANTY ARISING FROM ANY COURSE OF DEALING, TRADE PRACTICE OR COURSE OF PERFORMANCE. THE DODITTY ENTITIES DO NOT WARRANT OR GUARANTEE THE TIMELINESS, ACCURACY OR COMPLETENESS OF THE INFORMATION APPEARING ON OR PROVIDED BY THE WEBSITE OR ANY DITTY.  THE DODITTY ENTITIES DO NOT WARRANT THAT THE WEBSITE OR ANY DITTY IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, MALWARE OR OTHER HARMFUL COMPONENTS.

YOU HEREBY AUTHORIZE THE DODITTY ENTITIES TO TRANSMIT ANY PERSONAL DATA YOU HAVE ENTERED INTO THE WEBSITE BETWEEN AND AMONGST WEBSITE USERS.  THE DODITTY ENTITIES CANNOT AND DO NOT GUARANTEE THAT PERSONAL DATA RESIDING ON A WEBSITE COMPUTER SERVER WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. YOU AGREE NOT TO HOLD ANY DODITTY ENTITY LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH MISAPPROPRIATION, INTERCEPTION, DELETION, DESTRUCTION OR USE OF ANY PERSONAL DATA OR OTHER INFORMATION.

THE DODITTY ENTITIES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, INJURY OR DAMAGE ARISING FROM THE USE OR INABILITY TO USE THE WEBSITE OR ANY DITTY, AND THE DODITTY ENTITIES SHALL NOT BE LIABLE FOR ANY  INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, NON-ECONOMIC OR CONSEQUENTIAL DAMAGES, LOSS OF ANY REVENUE OR PROFIT, LOSS OF OPPORTUNITY OR REPUTATION, AND/OR LOSS OF DATA OR INFORMATION, RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE OR ANY DITTY, EVEN IF ANY DODITTY ENTITY IS AWARE OR HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH LOSS AND/OR DAMAGE.  IN CONSIDERATION FOR USING THE WEBSITE OR ANY DITTY, YOU AGREE TO WAIVE, RELEASE AND DISCHARGE ALL DODITTY ENTITIES FROM ANY AND ALL LIABILITY, INCLUDING BUT NOT LIMITED TO LIABILITY FOR DEATH, DISABILITY, PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THE ACTIONS OR INACTIONS OF ANY DODITTY ENTITY.  YOU AGREE THAT THE DODITTY ENTITIES’ TOTAL CUMULATIVE LIABILITY TO YOU WILL BE LIMITED TO A MAXIMUM AMOUNT OF US$100.00.

YOU ACKNOWLEDGE THAT YOUR PARTICIPATION IN ANY DODITTY EVENT INVOLVING PHYSICAL EXERCISE INVOLVES THE RISK OF INJURY, HARM OR ILLNESS.  AS SUCH, YOU UNDERSTAND AND VOLUNTARILY ACCEPT THESE RISKS, AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR SELECTING PHYSICAL ACTIVITIES THAT ARE APPROPRIATE FOR YOUR SKILL AND ABILITY LEVEL.

THE FOREGOING DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY ARE PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND DODITTY, AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (INCLUDING, BUT NOT LIMITED TO, WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW), EVEN IF ANY REMEDIES CONTAINED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER JURISDICTION’S SIMILAR LAW), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY”.

Some jurisdictions do not permit the exclusion of certain warranties or the limitation or exclusion of damages, in which case some of the above limitations may not apply to you.

  1. Copyright and Intellectual Property Policy Policy

If you believe that any material residing or accessible on or through the Website infringes a copyright, please send a notice of copyright infringement to DoDitty’s copyright agent with the following information.  If you do not follow these requirements, your notice may be invalid.

  • Identification of the work or material that you claim has been infringed, including the link/URL;
  • Your contact information, including your name, address, telephone number, and e-mail address;
  • A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or law;
  • A statement by you that the above information contained in your notice is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on the copyright owner’s behalf; and
  • A physical or electronic signature of the owner of the copyright that has been allegedly infringed, or of a person authorized to act on behalf of the copyright owner.

DoDitty’s copyright agent is:

Erland Wanberg

DoDitty.com

1625 Broadway, Suite 800

Denver, CO 80202

Email:  hello@DoDitty.com

Telephone:  (615) 905-9973

Contact Page:  https://www.DoDitty.com/contact-us/

If DoDitty determines that any Website user is an infringer, DoDitty:  may terminate the Website user’s account and access to the Website; ban the Website user from creating any future account; and take any further action in DoDitty’s sole discretion.

  1. Arbitration Agreement and Waiver of Certain Rights

 

(a)       Arbitration.  You and DoDitty agree to resolve any dispute relating to these Terms of Use or use of the Website through binding and final arbitration instead of through litigation or any other proceeding.  You and DoDitty each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and DoDitty relating to these Terms of Use or use of the Website (“Claim”).  Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”), which will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, and will include the arbitrator’s reason(s) for the decision.  The arbitrator’s decision will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the existence of the arbitration will be kept confidential, and that all discovery, videos, pleadings, briefs, testimony, awards and documents relating to or arising out of the arbitration will not be disclosed to any other entity or individual, except as may be required by judicial proceedings relating to the arbitration or by applicable rules and regulations of securities regulatory authorities and other governmental agencies.

(b)       Costs and Fees.  If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, DoDitty will pay as much of the administrative costs and arbitrator’s fee required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

(c)        No Preclusions.  This arbitration agreement does not preclude you or DoDitty from seeking action by federal, state, or local government agencies.  You and DoDitty each also have the right to bring any qualifying Claim in a small claims court of competent jurisdiction.  You and DoDitty each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or Use or a waiver of the right to have disputes submitted to arbitration as provided in these Terms of Use.

(d)       Severability/No Waiver/Survival.  If any provision of this Section relating to arbitration is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder will continue in full force and effect. No waiver of any provision will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section relating to arbitration will survive the termination of your relationship with DoDitty.

(e)       No Class Representative or Private Attorney General.  You and DoDitty each agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general; or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator may decide only individual Claims, regardless whether brought by you or DoDitty. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

(f)        30-Day Opt-Out Right.  You have the right to opt-out of the provisions of this Section relating to arbitration by sending, within thirty (30) days after first becoming subject to this Section relating to arbitration, written notice of your decision to opt-out to the following address: Erland Wanberg, DoDitty.com, 1625 Broadway, Suite 800, Denver, CO 80202.  Your notice must include your name and address, any usernames, each e-mail address you have used on the Website, and an unequivocal statement that you want to opt out of this Section relating to arbitration. You agree that if you opt out of this Section relating to arbitration, all other parts of these Terms of Use will continue to apply to you. Opting out of this Section relating to arbitration has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with DoDitty.

(g)       THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF.  OTHER RIGHTS THAT YOU OR DODITTY WOULD HAVE IN COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION.

  1. DoDitty Artists Additional Terms and Conditions

(a)       Registration by Invitation Only.  To become a DoDitty Artist, you must complete the DoDitty Artist enrollment form and subsequently be invited by DoDitty to join our team.  You agree to provide and to update true, accurate, current, and complete information about yourself and organization, as well as any other information requested by DoDitty.  Any failure to do so may result in the termination of you participation, which will be at DoDitty’s sole discretion.

(b)       Legal Age.  You must be the greater of at least eighteen (18) years of age or at least the legal age of contract formation in your jurisdiction (“Legal Age”) in order for you or your Manager (as defined below) to submit the DoDitty Artist enrollment form.  If you are younger than eighteen (18) years of age, then only a parent or legal guardian or authorized Manager may submit the DoDitty Artist enrollment form on your behalf, which will require appropriate documentation.  By doing so, your parent or legal guardian hereby represents and warrants that: (i) they are your parent or legal guardian; and (ii) they and you will abide by all Terms of Use and all applicable Laws, and they will fully indemnify the DoDitty Entities for any failure to do so.

(c)        Manager Registration.  A manager, management company, agent, agency, publicist, or other authorized individual or organization (“Manager”) may register you as a DoDitty Artist provided that you are of Legal Age.  If you are not of Legal Age, your parent or legal guardian must have authorized the Manager to enter into contracts on your behalf.  By doing so, your Manager hereby represents and warrants that:  (i) the Manager is authorized by you or your parent or legal guardian to represent you in matters such as registering with DoDitty, which will require appropriate documentation; and (ii) the Manager and you will abide by all Terms of Use and all applicable Laws, and the Manager will fully indemnify the DoDitty Entities for any failure to do so.

(d)       Publicity Materials.  You or your Manager will provide to DoDitty for no fee or cost the following publicity materials (“Publicity Materials”) within five (5) business days after being invited to join the DoDitty team:  (i) three (3) high resolution images of yourself that comply with these Terms of Use and all applicable Laws; (ii) a tasteful bio; and (iii) a high resolution publicity video of fifteen (15) seconds in length in order to publicize your availability through DoDitty.  You acknowledge and agree that these Publicity Materials – and any additional materials requested by DoDitty and/or provided by you, which will also be deemed Publicity Materials – may be used by DoDitty in any manner and/or medium that currently exists or that will be developed in the future, in order to promote you on or in connection with DoDitty, the Website, and  any social media or third-party website.

(e)       Ditty Requests.  Website users will request Ditties from you through the Website.  DoDitty will have the right to decline in its sole discretion to forward to you any Ditty request that violates any of these Terms of Use or for any reason, in which case you will not receive any Ditty fee.  If DoDitty processes the Ditty request, you or your Manager will be notified by e-mail or text message that a Ditty request has been made.  You will then have five (5) business days to either:  (i) accept the Ditty request and upload the Ditty to the Website; or (ii) decline the request.  If neither occurs within five (5) business days, then the request will expire, and you will not be able to respond to the request.  You or your Manager may decline a Ditty request for any reason, in which case you will not receive any Ditty fee.

(f)        Creating Ditties.  DoDitty will be happy to discuss with you the style and format for creating Ditties, so feel free to contact your DoDitty representative.  In general, each Ditty must be at least thirty (30) seconds in duration, and should follow the general requests of the Website user.  You will have sole discretion over the script and content of any Ditty, but you agree that:  (i) in the case of personal Ditties, introduce yourself and address the user or their Giftee by name; or (ii) in the case of Branded Ditties, introduce yourself and discuss and feature the commercial entity and/or brand.

(g)       Fees and Payment.  In general, you will set your own price for each Ditty. DoDitty will be happy to discuss with you fees for creating Ditties, so feel free to contact your DoDitty representative.  Note that some app stores/payment systems retain a commission of thirty percent (30%) or more, and that some credit/debit card payment services retain an additional processing fee, so the resulting net fee (“Net Fee”) will be distributed as follows.  For completed personalized and Branded Ditties, DoDitty will retain twenty percent (20%) of the Net Fee, resulting in the “Net Artist Ditty Fee”, which will be paid to you in US$.  In some cases, a Website user may pay an additional gratuity or tip, in which case DoDitty will retain twenty percent (20%) of the gratuity/tip Net Fee.  For Ditties involving charity donations, DoDitty will retain twenty percent (20%) of the Net Fee.  For Ditties involving a split between DoDitty charity donations and Artist payments, DoDitty will retain twenty percent (20%) of the Net Fee, and the remainder will be split between the Artist and the participating grantmaking organization and/or charity.  Note that DoDitty may also receive an additional fundraising fee from the participating grantmaking organization and/or charity for Ditties involving any charity donation, both full payments and split payments.

(h)       Representations and Warranties.  You represent, warrant, acknowledge and agree that: (i) DoDitty is not responsible for, and DoDitty will not reduce its fee share, for any fees, commissions, costs, expenses, or payments of any kind you may pay or owe to any third party, such as a manager, agent, attorney, representative, or service provider, in connection with any payments made to you; (ii) DoDitty is not responsible for paying or withholding any contributions, payments, taxes, Social Security payments, retirement benefits, unemployment insurance, annuities, pension fund payments, or welfare fund payments; (iii) Ditties are not, and are not intended to be, covered by any guild, union, collective bargaining, or similar agreement, and there will be no residual or any other type of payment due from DoDitty under any circumstances to you, to any third party, to any guild, or to any union, or pursuant to any collective bargaining agreement; and (iv) DoDitty has no obligation to pay you any portion of any advertising revenue received by DoDitty.

(i)         Payment Provider.  For receipt of Ditty Artist fees, you must register with the third-party payment provider selected by DoDitty, which DoDitty may change in its sole discretion.  Any payments due to you from DoDitty will be made via the payment provider.  DoDitty will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments, either as a result of your failure to provide complete information to the third-party payment provider, or for any other reason.

(j)         License Grant to DoDitty.  You hereby grant to DoDitty a non-exclusive, royalty-free, fully paid, unlimited, worldwide, universal, sublicensable, perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised – including social media and third party websites – to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of, and to use Publicity Materials, which may be performed or displayed, in connection with any other advertisements, elements, materials, copyrights, rights of publicity, or copyrighted materials.

(k)        License Grant to Ditty Requesters.  You hereby grant to Ditty requesters and each Giftee a non-exclusive, royalty-free, fully paid, worldwide, universal, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display each Ditty paid for by such requester in any and all media, whether now known or hereafter invented or devised, including social media and third party websites.

For Branded Ditty requesters, you hereby grant to Branded Ditty requesters for ninety (90) days after creation of the Branded Ditty (plus any additional ninety (90) day license periods, as agreed upon by the requester, DoDitty and the DoDitty Artist) a non-exclusive, royalty-free, fully paid, worldwide, universal, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display each Branded Ditty paid for by such requester: (i) on one (1) website that is wholly-owned and controlled by the Commercial Licensee; and (ii) on one (1) social media account that is wholly-owned and controlled by the Commercial Licensee in the form of a social media advertisement.

(l)         Representations and Warranties.  You represent and warrant that:

(i)         You own – or have paid a fee, royalty or other payment – necessary for you to be able to grant the rights in these Terms of Use regarding Publicity Materials and Ditties, which do not and will not infringe or misappropriate any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any Law;

(ii)        Your agreement to, and provision of services under, these Terms of Use do not violate any agreement you may have with any third party;

(iii)       With regard to Branded Ditties, any statements you make are in compliance with all applicable Laws, are factually correct and not misleading, are not disparaging or defamatory, and represent your true opinion; and

(iv)       You will not publicly post any Ditty without the requester’s prior, written consent.

  1. General

(a)       The headings in these Terms of Use are for convenience and reference only, and shall not limit or otherwise affect in any way the meaning or interpretation of these Terms of Use.

(b)       If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.

(c)        No waiver of any of the terms and conditions in these Terms of Use shall be deemed a further or continuing waiver of such term or condition, or a waiver of any other term or condition.

(d)       The Website, all Ditties, and all associated documentation are “Commercial Items,” as that term is defined at 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, as applicable, DoDitty and all associated documentation are being provided to U.S. Government end users: (i) only as a Commercial Item; and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions of these Terms. Manufacturer is DoDitty.com1625 Broadway, Suite 800, Denver, CO 80202, USA.

(e)       As required by the laws of the United States and other countries: (i) you understand that the Website may be subject to export controls under the U.S. Commerce Department’s Export Administration Regulations (“EAR”); (ii) you are not located in a prohibited destination country under the EAR or U.S. sanctions regulations; and (iii) you will not export, re-export, or transfer the any part of the Website to any prohibited destination or persons or entities on the U.S. Bureau of Industry and Security Denied Parties List or Entity List, or the U.S. Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, or any similar lists maintained by other countries.

(f)        The parties hereto confirm that it is their wish that these Terms of Use, as well as other documents relating hereto, including all notices, have been and shall be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s’y rattachent, soient rédigés en langue anglaise.

(g)       These Terms of Use shall be construed, regulated and administered under the laws of the State of Colorado without regard to its conflicts of law principles.  The parties hereby consent to resolve all disputes via arbitration in the State of Colorado.

(h)       The Website may contain links to third-party websites and/or social media. You acknowledge and agree that: (i) any link does not mean that DoDitty endorses or is affiliated with the website or social media; and (ii) DoDitty Entities are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the website or social media.

(i)         No DoDitty Entity be liable for any delay or failure in performance due in whole or in part to any:  (i) act of God, such as earthquake, storm, flood, illness, pandemic, accident, and more; (ii) any law, rule, regulation or order of any governmental authority; (iii) act of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes; (iv) strikes; (v) Internet outage, telecommunications outage, equipment failure, transmission failure; or (vi) any other event or cause beyond the reasonable control of any DoDitty Entity.

(j)         These Terms of Use embody the entire agreement of the parties related to the subject matter hereof, superseding any and all prior agreements, proposals, and understandings, regardless whether written or oral.

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