Terms & Conditions 

Copyright Oditto © 2022 Oditto LLC. All Right Reserved. Oditto.io (The “Site”) is a website owned and operated by Oditto LLC (“Oditto”) and any pages on this Site, you agree to be bound by its Terms of Use and Privacy Policy, as may be amended from time to time without notice or liability. Oditto is not an investment advisor, broker-dealer or crowdfunding portal and does not engage in any activities requiring any such registration. Oditto is not soliciting for investments nor acting as a placement agent, broker-dealer or investment advisor. Neither Oditto nor any of its directors, officers, employees, representatives, affiliates or agents shall have any liability whatsoever arising from any error or incompleteness of fact or opinion in, or lack of care in the preparation or publication of, the materials and communication herein. Oditto does not give investment advice, provide analysis or recommendations regarding any company posted on the Site. You are strongly advised to consult your legal, tax and financial advisors before investing. No securities are being offered on the Oditto site. It is solely your responsibility to comply with the laws and regulations of your country of residence.

Privacy Policy

ODITTO PRIVACY POLICY

Oditto, LLC, (“Oditto”, “us”, or “we”) provides a site located at Oditto.io (“Site”). As explained below, we collect information from users (“you”, “your”, or “User”) in various ways when you interact with our Site. By using our Site, you consent to our collection and use of information as explained in this Privacy Notice and agree to be bound by our Terms of Use.

ODITTO PRIVACY POLICY – Collection of Information 

Oditto collects non-personally identifiable information from you regarding your usage of our Site (“Non-Personally Identifiable Information”). Non-Personally Identifiable Information may include, without limitation, Site pages viewed, websites visited before visiting the Site, frequency of visits, clickstream data, browser type, operating system, organization name, internet connection speed, presentations and videos viewed, time spent viewing pages of our Site or using certain features of our Site, demographic data such as server locations, clickstream data, location services, server location, cookies existing on your computer, search criteria used and results, date and time of access or visits to our Site, frequency of visits to our Site, connection speed, and other information which does not specifically identify you. We collect this information using various technologies (some of which are described below), including, but not limited to, cookies, web beacons, web session variables, server log files, clear gifs, browser plug-ins or add-ons, or Javascript. “Cookies” are pieces of information that may be placed on your computer by a Site for the purpose of facilitating and enhancing your communication and interaction with that Site. A “web beacon” is typically a transparent graphic image (usually 1 pixel x 1 pixel) that is placed on a website or in an email which allows a website to record the simple actions of the User opening the page that contains the beacon. “Server logs” can be either a single log file or several log files automatically created and maintained by a server of activity performed by the server, which can include information about any transaction you conduct with the server.

ODITTO also collects personal information from you (“Personally Identifiable Information”) when you send us an email through the Site, sign up for a service through the Site. Personally Identifiable Information refers to non-public information that personally relates to or identifies you (such as your name, password, age and date of birth, gender, email address, postal mailing address, home/mobile telephone number and/or taxpayer identification number, Internet protocol (“IP”) address, investment objectives, investment experience, assets and income, and other similar information, or other information you provide or upload to the Site such as photographs, answers to questionnaires or surveys, or responses filled in on blank forms by you made available on the Site). We request that you provide us with personal information, including, but not limited to, your personal or company social media profile, demographic information, and other information requested from time to time. We may also collect and store information, which could include Non-Personally Identifiable Information or Personally Identifiable Information, locally on your computer or device using mechanisms such as browser web storage or application data caches. However, not all Non-Personally Identifiable Information and Personally Identifiable Information is stored.

We may use analytics programs and service providers, such as Google Analytics, which can use first party cookies to report on your interactions with the Site. Google Analytics collects information including, but not limited to, the time of each of your visits to the Site, whether you have visited the Site before, what website referred you to the Site, and what pages you viewed on the Site.

This Privacy Policy does not cover the collection of information by cookies or other methods by such Third Party Services or other third parties, such as our business partners. We do not control how these Third Party Services or third parties collect information or by what means such Third Party Services or third parties may use their own cookies to collect information about you.

ODITTO PRIVACY POLICY – Use of Information

Oditto will use information you provide consistent with this Privacy Notice. Oditto will use information you provide to us, including Non-Personally Identifiable Information or Personally Identifiable Information, to better serve you and enhance your experience with the Site, among other things. This may include having to modify or copy such Non-Personally Identifiable Information or Personally Identifiable Information, or other information such as images or textual content you provide, in order to provide you with a seamless and enjoyable experience.

Toward these ends, you consent to our use and disclosure of any information submitted to us via the Site, or information collected when you access the Site in any manner, and you acknowledge that you have no expectation of privacy, confidentiality or privilege in such information.

Oditto may use Non-Personally Identifiable Information and Personally Identifiable Information: (1) to market our services to you; (2) to provide services requested by you; (3) to serve advertisements on our Site; (4) to enable our vendors and contractors to provide and assist us in the marketing, operation, troubleshooting and analysis of our Site and other services; (5) to analyze data to send more targeted messages to you or other Users of our Site; (6) to conduct research and analyze data to improve our products, services, and Site; (7) to deliver email messages like special offers, updates, newsletters, customer service, and service announcements; (8) to verify User information; (9) to protect our Site or its Users; (10) to engage in any other lawful activities we believe are consistent with the foregoing; and (11) when required by law or to protect against legal liability. We may provide any of these services through third parties, which may necessitate sharing Non-Personally Identifiable Information or Personally Identifiable Information with them.

Oditto may make your information, including Non-Personally Identifiable Information or Personally Identifiable Information, available on its Site and visible to other Users of or visitors to the Site. As such, other Users of our Site may be able to personally identify you based on your information made available on our Site. As a further example, if you utilize Third Party Services to log into our Site, other Users to whom you may be connected to through such Third Party Service may be able to view or follow information about you, including Non-Personally Identifiable Information or Personally Identifiable Information, on our Site.

Oditto may also use and disclose Personally Identifiable Information and Non-Personally Identifiable Information to help us to carry out certain internal functions such as information management, account processing, client services, or other data collection relevant to our business; to investigate and help prevent potentially unlawful activity or activities that threaten the integrity of our Site or network; to protect and defend our rights or property or the rights or property of others; as required by courts or administrative agencies; and in connection with a financing, sale, merger, or reorganization of Oditto’s business or assets. Any successor in interest to our business would acquire the information we maintain, including Personally Identifiable Information, and may alter the terms of this Privacy Notice.

Oditto does not and will not sell any of your information, including Non-Personally Identifiable Information or Personally Identifiable Information, to any third party for purposes of advertising, soliciting, or telemarketing. We may, however, have to disclose your information, including Non-Personally Identifiable Information or Personally Identifiable Information, to other companies or entities in the event that Oditto may be sold or is sold to another company or entity. In that case, your information, including Non-Personally Identifiable Information or Personally Identifiable Information, may be sold or transferred to such acquiring company or entity.

ODITTO PRIVACY POLICY – Third Party Sites and Services

The Site contains links to other websites and services not maintained by Oditto. In addition, other websites and services may also reference or link to the Site. We encourage you to be aware when you enter or leave our Site, or surf the Internet, and to read the privacy statements of each website and service that you visit. We do not endorse, screen, or approve, and are not responsible for the privacy practices or the content of, other websites or services.

ODITTO PRIVACY POLICY – Messaging

The Site permits Users to communicate with companies and other Users posting information on the Site. We may read, collect and analyze information transmitted between Users for regulatory compliance and marketing purposes. We do not guarantee that information provided by Site visitors is accurate or complete. Oditto assumes no liability or responsibility for any errors or omissions in the content of its Site.

ODITTO PRIVACY POLICY – Security

We use reasonable efforts to secure access to Personally Identifiable Information in our possession, but will not be liable for any failure to safeguard such information, whether inadvertent or otherwise. Personally Identifiable Information is also stored with third parties who have informed us that they also use reasonable efforts to secure access to Personally Identifiable Information, but we will not be liable for the failure of any third party to safeguard Personally Identifiable Information, whether inadvertent or otherwise.

We protect the security of your information during transmission by using Secure Sockets Layer (SSL) software, which encrypts information you input. Wherever appropriate, we obfuscate and/or encrypt information in our systems and/or during information transfer.

Children’s Privacy Policy

The Site is not intended for use by children, especially those under eighteen (18) years of age. No one under eighteen (18) years of age is allowed to use the Site, provide any personal information or receive our email distributions. We do not knowingly solicit or collect Personally Identifiable Information from children under the age of thirteen (13) or anyone under eighteen years of age. If you believe that a minor has disclosed Personally Identifiable Information to Oditto, please report this to us immediately by contacting us through the contact form Oditto.io/contact, or by submitting a question to [email protected].

ODITTO PRIVACY POLICY – Changes to This Privacy Notice

We reserve the right, in our sole discretion, to change, modify, add, or remove portions of this Privacy Notice at any time. Any changes or updates will be effective immediately upon posting to our Site. You should review this Privacy Notice regularly for changes, and can determine if changes have been made by checking the Effective Date below. Your continued use of our Site following the posting of any changes to this Privacy Notice means you accept such changes.

ODITTO PRIVACY POLICY – Applicable Law and Jurisdiction

The Site is maintained in the United States of America. By accessing the Site, you consent to and authorize the export of Personally Identifiable Information to the United States of America and its storage and use as specified in this Privacy Notice.

This Privacy Notice shall be governed by, construed and entered in accordance with the laws of the State of Florida applicable to contracts deemed to be made within such state, without regard to choice of law or conflict of law provisions thereof. All disputes with respect to this Privacy Notice shall be brought and heard either in the shall be brought and heard either in the Florida State courts located in Ft. Lauderdale, Florida, or the federal district court of Florida located in Broward county, Florida. You consent to the in personam jurisdiction and venue of such courts. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.

ODITTO PRIVACY POLICY – Effective Date

This Privacy Notice was last updated on November 14, 2022

Terms of Use

Oditto LLC d/b/a Oditto, Oditto.io (“Oditto” “us,” “our” or “we”) is a site (“Site”) that permits prospective investors to independently search our client company’s link to invest in securities offerings on their Site. By accessing the Oditto’s Site or using the services, website, applications and software provided through or in connection with the Site, including through a mobile device (the “Service”) in any manner, you become a Oditto user (“User”). You acknowledge that Oditto is not a registered broker-dealer, FINANCIAL advisor or funding portal and DOES NOT engage in any conduct that would require such registration. Oditto does not PROVIDE INVESTMENT ADVICE OR MAKE RECOMMENDATIONS.

Acceptance of Terms

The Service is offered subject to acceptance of all of the terms contained in these Terms of Use, including the Privacy Policy and all other operating rules, policies, and procedures that may be published on the Site by Oditto each of which is incorporated by reference and each of which may be updated by us from time to time without notice to you or liability for such change. Users are advised to periodically review the Site for any changes and contact Oditto or your legal advisor with any questions. If there is a conflict between two versions of the Terms of Use to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise. In addition, other services offered through the Site may be subject to additional terms and conditions adopted by Oditto and/or agreement entered between you and Oditto. Your use of those services is subject to those additional Terms of Use and/or separate agreements, which are incorporated into these Terms of Use by this reference.

Change or Termination

We reserve the right, at our sole discretion and without prior notice, to modify or replace these Terms of Use, or change the Site, stop providing the Site, applications or services, or create usage limits for the Site, or change, improve or correct the information, materials and descriptions on the Site at any time for any reason. We may permanently or temporarily terminate or suspend your access to the Site without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of these Terms of Use. You are solely responsible for checking the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes. Upon termination of these Terms of Use or your access to the Site for any reason or no reason, you will continue to be bound by these Terms of Use which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Oditto does not undertake any obligation or responsibility to update or amend any such information. You agree that Oditto and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Eligibility for Use of the Services

The Service is only available to individuals who are at least eighteen (18) years old. You represent and warrant that if you are an individual, you are at least 18 years old, that you are fully able and competent to enter into the terms and conditions set forth in this and other agreements on the Site, and that all registration information you submit is truthful, accurate and complete. If you are accessing the Site and/or using the Services on behalf of an entity, such as your employer or a company you work for or control, you warrant and represent that you have the legal authority to bind that entity to these Terms of Use.

User Profile Registration

You may access the Site generally and/or browse generally without registering with the Site. You must complete the registration process by providing us with current, complete and accurate information. You are solely responsible for updating any and all pertinent registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Profile. You will also choose a password and a user name. Oditto reserves the right in its sole discretion to refuse registration of or cancel a User Name, and domain name. You are solely responsible for maintaining the confidentiality of your password and Profile. You agree to notify Oditto immediately in writing of any unauthorized use of your Profile or any other breach of security. You will not share your password, let anyone else access your Profile, or do anything else that might jeopardize the security of your Profile. You will not transfer your Profile to anyone without first getting our written permission. You acknowledge and agree that you are liable for any damages or losses to Oditto and other Users by any use of your Profile, either authorized or unauthorized.

You agree that your Profile will be self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed in your Profile. Although the Site may provide data, information or content provided by third-parties or us relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice by us or a recommendation by us to invest in any offering posted on the Site. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. We have no special relationship with or fiduciary duty to you and your use of the Site or the Services does not create such a relationship. You agree and acknowledge that you are responsible for conducting your own legal, accounting and other due diligence review of the investment opportunities posted on the Site. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Site does not provide any of the foregoing advice or recommendations.

No Representations or Warranties

To the maximum extent permissible under law, Oditto assumes no liability or responsibility for any errors or omissions in the content of the Site. Oditto does not endorse or represent the completeness, reliability or accuracy of any content or information distributed through or accessed from the Site, and has not performed any investigation into such information. Oditto shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. Oditto is entitled to rely upon the information provided by its Users. You acknowledge and agree that Oditto does not provide any representation, warranty or assurance that the offering through the Issuer’s site are made in accordance with state and/or Federal securities law, including the exemption to the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each Issuer off-Site pages, and not the Site, is responsible for ensuring that any securities offering is done in accordance with State, Federal law and regulations promulgated by the SEC and FINRA. We make no representation or warranties regarding the legality or compliance of any Issuer’s offering. Oditto has not reviewed all of the links provided on the Site and is not responsible for the content of any off-Site pages. Clicking on hyperlinks and visiting any off-Site pages is solely done at your own risk.

Digital Millennium Copyright Notice 

We respect the intellectual property of others, and we ask you to do the same. If you or any user of our Site believes its copyright rights have been infringed on our Site, the copyright(s) owner (“Complaining Party”) should send notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must include:

A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;

Identification of the copyrights(s) claimed to have been infringed;

Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;

Identification of the material that is claimed to be infringing the Complaining Party’s copyrights(s) that is to be removed and information reasonably sufficient to permit us to locate such materials;

A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and

A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyright that is allegedly infringed.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), Oditto’s Designated Agent for notice of claims of copyrights infringement can be contacted at the addresses below.

Designated Agent for Claimed Infringement:

Oditto Postal Address: 205 Worth Avenue, Suite 201, Palm Beach, Florida 33480

E-mail address: [email protected]

You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.

Please note that this procedure is exclusively for notifying Oditto and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property right is being infringed should be sent [email protected]. Oditto may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or other intellectual property rights.

Intellectual Property

All content and images on the Site are either the property of, or used with permission by Oditto. The use of the content or images by you or anyone authorized by you, is prohibited unless specifically permitted by these Terms of Use or provided elsewhere on the Site. By providing content on the Site, you grant us a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses the Site. No compensation will be paid with respect to our use such content. Oditto neither warrants nor represents that your use of materials displayed on the Site will not infringe rights of third parties not owned or affiliated with Oditto.

The trademarks, logo and slogans displayed on the Site, including the mark Oditto (collectively the “Trademarks”) are owned by Oditto and others. Nothing on this Site should be construed as granting any license or right to use the Trademarks without written permission of Oditto or such third party owner of the Trademarks. Your misuse of the Trademarks, or any other content on the Site, except as provided in these Terms of Use, is strictly prohibited. You are advised that Oditto will aggressively enforce its intellectual property rights to the fullest extent of the law.

Communications

You agree that Oditto may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your Profile. You agree to notify us of any changes in your address or contact details. Oditto may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of an electronic version of documents fully satisfies any requirement that such documents be provided you be provided to me in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means.

You agree that any information that you transmit to the Site or Oditto in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles, etc. is non-confidential and non-proprietary and can be used by Oditto or its affiliates for any purpose. Oditto is free to use any idea, concepts, know-how, techniques, etc. contained in any communication to the Site of the Oditto for any purpose.

Disclaimer of Liability

Your use of the Site is solely at your own risk. To the fullest extent permissible by law, in no event shall Oditto its affiliates, nor each of its affiliates’ directors, employees, managers, agents, contractors, partners, suppliers, or content providers be liable for damages under contract, tort, strict liability, negligence, or any other legal or equitable theory arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you “as is,” “as available,” and “when available” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Please note that some jurisdictions may not allow the exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

Oditto assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site.

Although Oditto may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, Oditto is under no obligation to do so and assumes no responsibility or liability arising from such content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity, danger or inaccuracy contained in any information within such locations on the Site. Oditto reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice.

Third-Party Sites

The Site may contain links to third party websites (“Third-Party Sites”). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Oditto of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall Oditto be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that Oditto shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION.

Your access and use of the Third-Party Sites are governed by the Terms of Use and Privacy Policies of these Third-Party Sites. We strongly encourage you to carefully review the Terms of Use and the Privacy Policies of any Third Party Services from which you access through our Site.

U.S. Jurisdiction

If you are located outside of the United States, you use or access the Site solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. Oditto makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the content on the Site is prohibited.

You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence.

The content, material and information contained on the Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Site does not constitute an offer or solicitation to sell securities.

Governing Law

These Terms of Use shall be governed by, construed and entered in accordance with the laws of the State of Florida applicable to contracts deemed to be made within such state, without regard to choice of law or conflict of law provisions thereof. In the event, any person or entity makes a claim or files a complaint initiating an action based on a dispute arising out of use of this Site or information posted to this Site, it shall be subject to the exclusive jurisdiction and venue of the Florida State courts located in Broward County and/or the United States District Court of the Southeast District of Florida, and each of the parties hereby agrees to the personal and exclusive jurisdiction and venue of such courts. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Dispute Resolution

In the event of any claim, controversy, or alleged dispute between you and Oditto its members or affiliates (“Dispute”), you hereby agree to attempt in good faith to amicably resolve any Dispute at least thirty (30) days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding pursuant to the rules of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules before an arbitrator to be selected by the AAA. Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.

In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g. confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and Oditto. To the full extent allowable by law, you agree that no arbitration proceeding, or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.

Notwithstanding the foregoing, you agree that the following matters shall not, at the election of Oditto be subject to binding arbitration: (1) any Dispute related to or arising from allegations of criminal activity; (2) any Disputes concerning Oditto’s intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in Broward County, Florida, United States of America. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within Ft. Lauderdale, Florida. Each party hereby waives any claim that such venue is improper or inconvenient.

Indemnification

You agree to indemnify, defend and hold Oditto and any of its affiliates, and any of its successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys’ fees), resulting from any breach or violation of these Terms of Use by you or arising from your use of the Site.

Oditto reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Oditto in the defense of any such claim, action, settlement, or compromise negotiations, as requested by Oditto.

Notification Procedures

We may provide notifications, including those regarding modifications to these Terms of Use, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our Site, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to visitors. Note that you may opt out of certain means of notification as described in these Terms of Use. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provided to us.

Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Oditto shall have a reasonable period to effect such a change and Oditto may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address, and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.

Integration and Severability 

The failure of Oditto to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Oditto. These Terms of Use and other referenced materials are the entire agreement between you and Oditto with respect to the Service and supersede all prior or contemporaneous communication and proposals (whether oral, written, or electronic) between you and Oditto with respect to the Service and govern the future relationship. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court or arbitral, as applicable, of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms of Use will remain in full force and effect and enforceable.

Miscellaneous

Except as expressly provided in these Terms of Use, there shall be no third-party beneficiaries to the Terms of Use. Oditto shall have the right to assign its rights or delegate any of its responsibilities under these Terms of Use to an affiliate or in connection with a merger, consolidation, or reorganization of Oditto for the sale of substantially all its assets. If any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to affect the intent of the parties hereto. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business, and other purposes of such void or unenforceable provision.

These Terms of Use contain the entire understanding between you and Oditto relating to the Site and Oditto’s services. These Terms of Use supersede any other Terms of Use or agreement regarding the Site and Oditto’s services prior to the Effective Date below.

These Terms of Use were last updated on November 14, 2022