Terms of Service

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Didit User Terms of Service

Last Updated:  10/14/2022

Welcome, and thank you for your interest in Qubbo Inc. d/b/a Didit (“we”, “us”, or “our”), and our website located at www.didit.io, along with our related websites, mobile or other downloadable applications, and other services provided by us (collectively, the “Service”).  These Terms of Service are a legally binding contract between you and Didit regarding your use of the Service.  “Users” means other visitors, subscribers, and users of the Platform.  These Terms apply to Users, while the relationship between us and Experts (as defined below) is instead governed by our separate Expert Terms of Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” REGISTERING A USER ACCOUNT, OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING DIDIT’S PRIVACY POLICY (TOGETHER, THESE “TERMS”).  IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE.  YOUR USE OF THE SERVICE, AND DIDIT’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY DIDIT AND BY YOU TO BE BOUND BY THESE TERMS.

YOU ACKNOWLEDGE THAT NEITHER WE NOR THE EXPERTS (DEFINED BELOW) ARE OBLIGATED TO KEEP YOUR USER CONTENT (DEFINED BELOW) CONFIDENTIAL AND YOUR USER CONTENT MAY BE SHARED WITH THIRD PARTIES INCLUDING EXPERTS AND OTHER USERS.  YOUR SUBMISSION OF YOUR USER CONTENT IS AT YOUR OWN SOLE RISK, SO PLEASE DO NOT SUBMIT ANY CONTENT THAT YOU WOULD PREFER TO KEEP CONFIDENTIAL.

DIDIT MAKES NO WARRANTIES REGARDING ANY EXPERT, INCLUDING WITH RESPECT TO THEIR QUALIFICATIONS, AND DOES NOT WARRANT THAT SUCH EXPERT WILL MEET YOUR REQUIREMENTS.  WE DO NOT ENDORSE OR CONTROL THE EXPERTS AND ARE UNDER NO OBLIGATION TO VET ANY ADVICE PROVIDED BY EXPERTS, INCLUDING, WITHOUT LIMITATION, QUESTION RESPONSES OR FEEDBACK.  IN NO EVENT WILL WE HAVE ANY LIABILITY FOR THE INFORMATION OR FEEDBACK PROVIDED BY EXPERTS.  IF YOU CHOOSE TO WORK WITH ANY SUCH EXPERTS, YOU DO SO AT YOUR OWN RISK AND WE WILL NOT BE RESPONSIBLE FOR SUCH INTERACTIONS.  ANY SEPARATE RELATIONSHIP YOU ENTER INTO WITH ANY EXPERTS IS SOLELY BETWEEN YOU AND SUCH EXPERT, AND WE ARE NOT A PARTY TO SUCH RELATIONSHIP.

YOU AGREE TO RECEIVE TEXTS/CALLS FROM OR ON BEHALF OF DIDIT AT THE PHONE NUMBER YOU PROVIDE TO US.  THESE TEXTS/CALLS WILL INCLUDE MARKETING, IDENTITY VERIFICATION AND OTHER SERVICE-RELATED COMMUNICATION.  YOU UNDERSTAND AND AGREE THAT THESE TEXTS/CALLS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.

ARBITRATION NOTICE.  Except for certain kinds of disputes described in Section 17, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND DIDIT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.  YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court).  Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.  (See Section 17.)

1. Didit Service Overview. Didit offers an advice exchange platform where Users can get insights, ask questions, solicit advice and solutions and receive live responses for the foregoing (“Advice Request”) from subject matter experts and influencers who are esteemed in their respective crafts and sign up to provide insights, content, respond to user questions and provide personalized feedback to users (“Expert”) through messaging and live video calls.

1.1 User Experience.  The Service allows you to browse through an array of Experts from which to receive Advice via live video call.  We may, but are under no obligation to, screen your Advice Requests, and we may cancel or delete a question or Advice Request at any time in our sole discretion.

1.2 Live Video Calls.  Application features permitting, you may schedule a live video call with an Expert based on his/her calendar availability, or instantly commence a live video call with the Expert if his/her profile displays an “available” status.  If you request time to schedule a video call with an Expert (based on his/her published calendar availability), the Expert will have forty-eight (48) hours to accept, reject or suggest an alternative meeting time.  If the Expert does not act on the scheduling request within the forty-eight (48) hour period, then the request will be deemed rejected by the Expert.

2. Eligibility.  You must be at least 18 years old to use the Service.  By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.

3. Accounts and Registration.  To access most features of the Service, you must register for an account.  When you register for an account, you may be required to provide us with some information about yourself, such as your name, telephone number, email address, or other contact information.  You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times.  When you register, you may be asked to create a password.  You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account.  If you believe that your account is no longer secure, then you should immediately notify us at support@Didit.io.

4. General Payment Terms.  Users may seek an Expert’s Advice and pay on a per-minute or per-use basis.  Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged on a per-minute basis or for the entire session, depending on the call.  Once you begin the video call, Didit’s third-party payment processor will place a hold charge or hold charges on your payment method to ensure adequate funding is available to pay for the total cost of the call.  You may be refunded any portion of the hold charge or hold charges that are not owed after the call has concluded.  All fees are in U.S. Dollars and are non-refundable unless otherwise specifically provided for in these Terms.  You will be charged the Expert’s applicable rate plus a percentage premium service charge to Didit based on the duration of the call.  You may also be charged for the duration of the call if the call is terminated due to network failure, battery outage, or other User error.  The minimum total charge for a call is $1.00, regardless of the expert’s rate or duration of the call. There will be no charge to the User or payment to the Expert for calls lasting under one (1) minute in duration.

4.1 Price.  You acknowledge that the applicable rates are set by the Experts and Didit is not responsible for determining the rates.  Didit, at its sole discretion, may make promotional offers with different features and different pricing to any of Didit’s Users.  These promotional offers, unless made to you, will not apply to your offer or these Terms.

4.2 Authorization.  You authorize Didit or its third-party payment processor to charge all sums due for your use of the Services, including all applicable taxes, to the payment method specified in your account.  If you pay any fees with a credit card, then Didit may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.  You must provide any third-party payment provider with valid payment information.  You acknowledge and agree that Didit does not operate, own, or control the payment provider.  Your use of your payment card is governed by your agreement with and the privacy policy of the payment provider, not these Terms.  You agree to immediately notify the payment provider of any change in your billing address (or other information) for your payment card.

4.3 Delinquent Accounts.  Didit may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid.  In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.

5. Licenses

5.1 Limited License.  Subject to your complete and ongoing compliance with these Terms, Didit grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control.

5.2 License Restrictions.  Except and solely to the extent such a restriction is impermissible under applicable law, you may not:  (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism.  If you are prohibited under applicable law from using the Service, then you may not use it.

5.3 Suggestions.  We respect and appreciate the thoughts and comments from our users.  If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service or your general thoughts on the Service and experience using the Service (“Suggestions”), then you hereby grant Didit an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Suggestions in any manner and for any purpose, including to improve the Service and create other products and services.  We will have no obligation to provide you with attribution for any Suggestions you provide to us.

6. Ownership; Proprietary Rights.  The Service is owned and operated by Didit.  The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Didit (“Materials”) are protected by intellectual property and other laws.  All Materials included in the Service are the property of Didit or its third-party licensors.  Except as expressly authorized by Didit, you may not make use of the Materials.  There are no implied licenses in these Terms and Didit reserves all rights to the Materials not granted expressly in these Terms.

7. Third-Party Terms

7.1 Third-Party Services and Linked Websites.  Didit may provide tools through the Service that enable you to export information, including User Content, to third-party services.  By using one of these tools, you hereby authorize Didit to transfer that information to the applicable third-party service.  Third-party services are not under Didit’s control, and, to the fullest extent permitted by law, Didit is not responsible for any third-party service’s use of your exported information.  The Service may also contain links to third-party websites.  Linked websites are not under Didit’s control, and Didit is not responsible for their content.  Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services.  Once sharing occurs, Didit will have no control over the information that has been shared.

7.2 Third-Party Software.  The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”).  Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

8. User Content

8.1 User Content Generally.  Certain features of the Service may permit Users to submit, upload, publish, or otherwise communicate or transmit (“Post”) content to the Service, including messages, reviews, photos, video or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, ratings, text, and any other works of authorship or other works (“User Content”).  You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms.  User Content is Posted, provided, or streamed by Users and not by Didit.

8.2 Limited License Grant to Didit.  By Posting User Content to or via the Service, you grant Didit a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, publish, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed.  All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content Posted or otherwise used on external services via the Service.  You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Didit’s exercise of the license set forth in this Section 8.2.

8.3 Limited License Grant to Expert.  By Posting User Content to or via the Service and making it available to an Expert, you grant the Expert a non-exclusive license to access and use that User Content solely as permitted by these Terms and the functionality of the Service solely for the purpose of providing you Advice.

8.4 Specific Rules for Photographs and Images.  If you Post a photograph or image to the Service that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, including the Service, Facebook, Instagram, and Twitter, but not to promote any third-party product, good, or service.  The license contained in this Section does not permit the subject of any photo or their administrators, guardians, heirs, or trustees to sell that image or photograph, whether on a standalone basis or as embodied in any product.

8.5 You Must Have Rights to the Content You Post; User Content Representations and Warranties.  You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content.  Didit disclaims any and all liability in connection with User Content.  You are solely responsible for your User Content and the consequences of providing User Content via the Service.  By providing User Content via the Service, you affirm, represent, and warrant to us that:

(a) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Didit and users of the Service to use, publish and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Didit, the Service, and these Terms;

(b) your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not:  (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Didit to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and

(c) your User Content could not be deemed by a reasonable person to be objectionable, profane, obscene, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

8.6 User Content Disclaimer.  We are under no obligation to edit or control User Content that you or other Users or Experts post and will not be in any way responsible or liable for User Content.  Didit may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable.  You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable.  You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Didit with respect to User Content.  If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice.  For clarity, Didit does not permit infringing activities on the Service.

8.7 Monitoring Content.  Didit does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its Users.  You acknowledge and agree that Didit reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes.  If at any time Didit chooses to monitor the content, then Didit still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content.  During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below).  Didit may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service without any liability to the User who Posted such User Content to the Service or to any other Users of the Service.

9. Communications

9.1 Text Messaging & Phone Calls.  You agree that Didit and those acting on our behalf may call and send you text (SMS) messages at the phone number you provide us.  These calls and messages may include operational calls or messages about your use of the Service, messages regarding your transactions conducted on the Service (e.g., Advice Requests), as well as marketing calls or messages.  Calls and text messages may be made or sent using an automatic telephone dialing system or through a third party messaging program.  Standard data and message rates may apply whenever you send or receive such calls or messages, as specified by your carrier.  Carriers are not liable for delayed or undelivered messages.  Message frequency varies.  If you have any questions about your text or data plan, it is best to contact your wireless provider.  If you are experiencing issues with the messaging program you can get help directly at support@Didit.io.  IF YOU WISH TO OPT OUT OF MARKETING CALLS AND TEXT MESSAGES FROM DIDIT, YOU CAN EMAIL SUPPORT@DIDIT.IO OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES.  IF YOU WISH TO OPT OUT OF ALL CALLS AND TEXT MESSAGES FROM DIDIT, YOU CAN EMAIL SUPPORT@DIDIT.IO OR TEXT THE WORD “STOPALL” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE.  You may continue to receive calls and text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request.  Your agreement to receive marketing calls and texts is not a condition of any purchase on or use of the Service.

9.2 Push Notifications.  When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app.  You can turn off notifications by visiting your mobile device’s “settings” page.

9.3 Email.  We may send you emails concerning our Services, as well as those of third parties.  You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

10. Prohibited Conduct.  BY USING THE SERVICE, YOU AGREE NOT TO:

10.1 use the Service for any illegal purpose or in violation of any local, state, national, or international law;

10.2 harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;

10.3 remove any trademark or copyright notices or watermarks contained in the Service or any material or content that are displayed, used, or otherwise incorporated into the Service;

10.4 reproduce, modify, publish, distribute, transmit, disseminate, transfer, license, sell, lease, create derivative works based upon, or in any way commercially exploit the Service or Materials, including seeking to extract or copy any Materials (other than sharing it through the Service’s built-in sharing functionality, if any);

10.5 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

10.6 access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Didit;

10.7 interfere with security-related features of the Service, including by:  (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

10.8 interfere with the operation of the Service or any user’s enjoyment of the Service, including by:  (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

10.9 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission;

10.10 impersonate any person or misrepresent your identity or affiliation;

10.11 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials, including sharing your account login to a third party; or

10.12 attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.

11. Intellectual Property Rights Protection

11.1 Respect of Third Party Rights.  Didit respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks Users of the Service to do the same.  Infringing activity will not be tolerated on or through the Service, and we have a policy of terminating the accounts of repeat infringers.  If you believe that any Content on the Service infringes your copyrights or other intellectual property rights, please notify our designated copyright agent at copyright@Didit.io.  Your notice must comply with the requirements of the DMCA by including the following:  (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

12. Modification of Terms.  We may, from time to time, change these Terms.  Please check these Terms periodically for changes.  Revisions will be effective immediately except that, for existing Users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated.  We may require that you accept modified Terms in order to continue to use the Service.  If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Service.  Except as expressly permitted in this Section 12, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

13. Term, Termination, and Modification of the Service

13.1 Term.  These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 13.2.

13.2 Termination.  If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminates.  In addition, Didit may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination.  You may terminate your account and these Terms at any time by contacting customer service at support@Didit.io.

13.3 Effect of Termination.  Upon termination of these Terms:  (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 6, 13.3, 14, 15, 16, 17, and 18 will survive.  You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service.  If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

13.4 Modification of the Service.  Didit reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you.  Didit will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service.  You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.

14. Indemnity.  To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Didit, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Didit Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with:  (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party, including an Expert.  We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

15. Disclaimers; No Warranties by Didit

15.1 THE SERVICE AND ALL MATERIALS, ADVICE, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS.  DIDIT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING:  (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.  DIDIT DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DIDIT DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

15.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR DIDIT ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE DIDIT ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS.  WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER.  YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT. THE SERVICE AND ALL MATERIALS, ADVICE, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED FOR EDUCATIONAL PURPOSES ONLY.

15.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 15 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.  Didit does not disclaim any warranty or other right that Didit is prohibited from disclaiming under applicable law.

16. Limitation of Liability

16.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE DIDIT ENTITIES OR THE EXPERTS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY DIDIT ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. THE SERVICE AND ALL MATERIALS, ADVICE, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED FOR EDUCATIONAL PURPOSES ONLY. DIDIT TAKES NO LIABILITY FOR THE INFORMATION PROVIDED AND DOES NOT ADVOCATE FOR OR ENGAGE IN PLACING WAGERS OR BETS ON ANY SPORTING EVENT OR GAME OF SKILL.

16.2 EXCEPT AS PROVIDED IN SECTIONS 17.5 AND 17.6 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE DIDIT ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF:  (a) THE AMOUNT YOU HAVE PAID TO DIDIT FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US $100.

16.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS.  THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.  EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS.  THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17. Dispute Resolution and Arbitration

17.1 Generally.  Except as described in Section 17.2 and 17.3, you and Didit agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration.  Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts.  This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms.  Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND DIDIT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

17.2 Exceptions.  Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to:  (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

17.3 Opt-Out.  If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 within 30 days after the date that you agree to these Terms by sending a letter to Qubbo Inc., Attention:  Legal Department – Arbitration Opt-Out, 400 East 54th Street Comm. B, New York, NY 10022, that specifies:  your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”).  Once Didit receives your Opt-Out Notice, this Section 17 will be void and any action arising out of these Terms will be resolved as set forth in Section 18.2.  The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

17.4 Arbitrator.  This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms.  The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Didit.

17.5 Commencing Arbitration.  Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”).  Didit’s address for Notice is:  Qubbo Inc., 400 East 54th Street Comm. B, New York, NY 10022.  The Notice of Arbitration must:  (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”).  The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Didit may commence an arbitration proceeding.  If you commence arbitration in accordance with these Terms, Didit will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Didit has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules.  If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.

17.6 Arbitration Proceedings.  Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US $10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted:  (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence/billing address.  During the arbitration, the amount of any settlement offer made by you or Didit must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.  Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

17.7 Arbitration Relief.  Except as provided in Section 17.8, the arbitrator can award any relief that would be available if the claims had been brough in a court of competent jurisdiction.  If the arbitrator awards you an amount higher than the last written settlement amount offered by Didit before an arbitrator was selected, Didit will pay to you the higher of:  (a) the amount awarded by the arbitrator and (b) US $10,000.  The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law.  Judgment on the award may be entered in any court having jurisdiction.

17.8 No Class Actions.  YOU AND DIDIT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  Further, unless both you and Didit agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

17.9 Modifications to this Arbitration Provision.  If Didit makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Didit’s address for Notice of Arbitration, in which case your account with Didit will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

17.10 Enforceability.  If Section 17.8 or the entirety of this Section 17 is found to be unenforceable, or if Didit receives an Opt-Out Notice from you, then the entirety of this Section 17 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18.2 will govern any action arising out of or related to these Terms.

18. Miscellaneous

18.1 General Terms.  These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Didit regarding your use of the Service.  You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent.  We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent.  The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself.  Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision.  Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

18.2 Governing Law.  These terms are governed by and will be construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

18.3 Privacy Policy.  Please read the Didit Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information.  The Didit Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

18.4 Additional Terms.  Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”).  All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

18.5 Consent to Electronic Communications.  By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy.  Please read our Privacy Policy to learn more about our electronic communications practices.  You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

18.6 Contact Information.  The Service is offered by Qubbo Inc., located at 400 East 54th Street Comm. B, New York, NY 10022.  You may contact us by sending correspondence to that address or by emailing us at support@didit.io.

18.7 Notice to California Residents.  If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

18.8 No Support.  We are under no obligation to provide support for the Service.  In instances where we may offer support, the support will be subject to published policies.

18.9 International Use.  The Service is intended for visitors located within the United States.  We make no representation that the Service is appropriate or available for use outside of the United States.  Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

19. Anti-Discrimination and Harassment.  Didit has a zero-tolerance policy for any discrimination or harassment on the platform. We prohibit any discrimination and harassment by or directed at any Didit User or Expert based on race/ethnicity, color, religion, ancestry, national origin, age, gender, gender identity, sexual orientation, physical or mental disability, medical condition, genetic information, marital or civil partner status, military or veteran status, or any other basis protected by applicable laws in jurisdictions where Didit operates. Unwelcome sexual advances, suggestive behavior, and stalking will not be permitted. Any User who believes they may have been discriminated against or harassed in violation of these User Terms of Service should contact us at support@Didit.io and we will investigate promptly. Offending users who violate these Terms of Service will be subject to consequences, up to and including immediate termination from Didit.

20. Notice Regarding Apple.  This Section 20 only applies to the extent you are using our mobile application on an iOS device.  You acknowledge that these Terms are between you and Didit only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it.  Apple has no obligation to furnish any maintenance and support services with respect to the Service.  If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you.  To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service.  Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including:  (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation.  Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights.  You agree to comply with any applicable third-party terms when using the Service.  Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.  You hereby represent and warrant that:  (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

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