Welcome to Ditch Detergent, a subsidiary of V8tality. (“Parent Company,” “we,” “us,” or “our”). By accessing or using our website and services, you (“User,” “you,” or “your”) agree to be bound by these Terms and Conditions (“Agreement”). This Agreement governs your access to and use of the products, services, and website of Ditch Detergent, located at [www.ditch detergent.com] (the “Site”). If you do not agree to these terms, you must not use the Site or services.
**2. Eligibility**
By using our Site or services, you represent that you are at least 18 years old and have the legal capacity to enter into this Agreement. You agree to comply with all applicable laws and regulations when using the Site and our services.
**3. Confidentiality and Non-Disclosure**
**3.1 Definition of Confidential Information** – “Confidential Information” includes all non-public information disclosed by Ditch Detergent or V8tality to you, whether written, oral, or electronic, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business strategies, marketing plans, customer lists, pricing information, product designs, and any proprietary information related to the products and services of Ditch Detergent and V8tality,
**3.2 Non-Disclosure Obligations** – You agree to hold all Confidential Information in strict confidence and not to disclose or use any Confidential Information for any purpose other than as permitted under this Agreement. You shall protect the Confidential Information with the same degree of care that you use to protect your own confidential information but in no event less than a reasonable degree of care. – The obligations under this section shall survive the termination of this Agreement indefinitely.
**3.3 Exceptions** – Confidential Information does not include information that: a. Is or becomes publicly available without breach of this Agreement; b. Is known to you prior to disclosure by Ditch Detergent or V8tality, Inc, as evidenced by written records; c. Is rightfully received from a third party without breach of any confidentiality obligation; d. Is independently developed by you without use of or reference to the Confidential Information of Ditch Detergent or V8tality,
**4. Non-Compete Clause**
**4.1 Non-Compete Obligations** – You agree that during your relationship with Ditch Detergent and for a period of five (5) years after the termination of your association with Ditch Detergent or V8tality, for any reason, you shall not, within a 500-mile radius of any location where Ditch Detergent or V8tality, operates, directly or indirectly, engage in, have any ownership interest in, or participate in the management, operation, or control of, any business that competes with the products or services offered by Ditch Detergent or V8tality, (“Competing Business”). – This includes, but is not limited to, working for, consulting with, or advising any Competing Business in any capacity.
**4.2 Liquidated Damages** – In the event of a breach of this non-compete obligation, you agree to pay Ditch Detergent and V8tality, liquidated damages in the amount of $1,300,000.00. You acknowledge that this amount is a fair and reasonable estimate of the damages that Ditch Detergent and V8tality, would incur as a result of such a breach.
**4.3 Reasonableness of Scope** – You agree that the geographic and temporal scope of this non-compete clause is reasonable and necessary to protect the legitimate business interests of Ditch Detergent and V8tality, including their Confidential Information.
**5. Hold Harmless Clause**
**5.1 Hold Harmless Agreement** – You agree to indemnify, defend, and hold harmless Ditch Detergent, V8tality, and their respective officers, directors, employees, agents, affiliates, and licensors (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: a. Your use or misuse of the Site or services; b. Your violation of this Agreement or any applicable law or regulation; c. Any content you submit, post, transmit, or otherwise make available through the Site; d. Your violation of any rights of another person or entity, including but not limited to intellectual property rights, privacy rights, or confidentiality obligations.
**5.2 Scope of Indemnification** – The indemnification obligations set forth in this section shall apply to any claims, losses, or damages of any kind, whether arising in contract, tort (including negligence), strict liability, or otherwise, even if the Indemnified Parties have been advised of the possibility of such damages. – The obligations under this section shall survive the termination of this Agreement indefinitely.
**6. Intellectual Property Rights**
**6.1 Ownership of Intellectual Property** – All content, trademarks, logos, and other intellectual property on the Site are owned by Ditch Detergent, V8tality, or their licensors. You may not use any content or intellectual property without the prior written consent of Ditch Detergent or V8tality,
**6.2 User Content** – By submitting any content to the Site, you grant Ditch Detergent and V8tality, a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and distribute your content in connection with the operation of the Site and services.
**7. Limitation of Liability**
**7.1 No Warranty** – The Site and services are provided on an “as is” and “as available” basis. Ditch Detergent and V8tality, make no warranties, express or implied, regarding the Site or services, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
**7.2 Limitation of Liability** – In no event shall Ditch Detergent or V8tality, be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of the Site or services, even if Ditch Detergent or V8tality, have been advised of the possibility of such damages.
**8. Governing Law and Dispute Resolution**
**8.1 Governing Law** – This Agreement shall be governed by and construed in accordance with the laws of Nevada State, without regard to its conflict of law principles.
**8.2 Dispute Resolution** – Any disputes arising under or in connection with this Agreement shall be resolved through binding arbitration in Las Vegas, Nevada, in accordance with the rules of the American Arbitration Association. The arbitrator’s decision shall be final and binding, and judgment may be entered thereon in any court of competent jurisdiction.
**9. Termination**
**9.1 Termination by Ditch Detergent** – Ditch Detergent reserves the right to terminate your access to the Site and services at any time, with or without cause, and without prior notice.
**9.2 Effect of Termination** – Upon termination, you shall immediately cease all use of the Site and services and return or destroy any Confidential Information in your possession. The obligations of confidentiality, non-compete, hold harmless, and any other provisions of this Agreement that by their nature should survive termination shall continue to apply.
**10. Severability**
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. If any provision is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.
**11. Entire Agreement**
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or understandings, whether written or oral, regarding the subject matter hereof. No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by both parties.
**12. Contact Information**
For any questions about these Terms and Conditions, please contact us at:
