DITTO master services & escrow agreement
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Introductory Statements.
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Client would like to hire IC to perform certain services for Client and IC would like to perform such services for Client.

In order to proceed, Client and IC have agreed to enter into this Agreement which describes the services to be performed by IC, how such services are to be performed, what Client will pay for such services and how Client will make such payment.

​IC has separately hired Ditto Tech, LLC (referred to in this Agreement as “Ditto”) to coordinate the delivery of such services and payment between Client and IC and to do so, Ditto has created an interactive website for Client and IC. Client and IC will have access to this website, which is referred to in this Agreement as the “Ditto Portal”.​

This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. This Agreement represents the entire understanding of the parties with respect to the specific subject matter of this Agreement and supersedes all previous understandings, written or oral, among the parties with respect to such subject matter.

The Client will be referred to in this Agreement as “Client” and the Independent Contractor will be referred to as “IC”. Ditto Tech, LLC is referred to as “Ditto”.

In furtherance of the foregoing, Client and IC agree to the following terms of this Agreement:

1. Services.‍

(a) The services to be performed by IC for Client will be referred to in this Agreement as the “Services”.  The Services to be performed by IC for Client will comply with the following: 
(i) the Services shall be completed in a professional and workmanlike manner;
(ii) the Services shall be performed by IC in separate phases and each phase will be described in the Ditto Portal and will be referred to in this Agreement as a “Phase”;
(iii) and IC shall begin the work for each Phase when Client deposits the payment to be made for such Phase with Ditto as described in Section 2 below, and will complete such work within the time period required as posted in the Ditto Portal (provided that the time period for each Phase may be extended as agreed to by Client and IC, as provided in Section 2(e) below or by a force majeure event described in Section 7(f) below).  

(b) When IC has completed the Services for a Phase, IC will advise Ditto through the Ditto Portal.   Ditto will then send Client a “Request for Payment Release” notice.    The work for each Phase will be considered completed, and payment for that Phase (the “Phase Payment”) will be due, when two things occur: (1) the first thing that must occur is that IC has delivered to Client any items IC was required to deliver to Client for that Phase (these items will be described in the Ditto Portal and are referred to as the “Deliverables”); and (2) the second thing that must occur is that Client responds to the Request for Payment Release and confirms through the Ditto Portal that the Services have been completed.   

(c) Within five (5) days after Client receives a Request for Payment Release,  Client will respond to it through the Ditto Portal in one of the following ways (depending on whether Client believes the Services have or have not been completed): 
(i) If Client believes the Services have been completed, Client will confirm approval through the Ditto Portal, and the payment for that Phase will be released to IC by Ditto.  
(ii) If Client believes that the Services have not been completed and that further work is needed to complete that Phase, then Client will deny the Request for Payment Release and then describe the further work that is needed through the Ditto Portal. (IC will be automatically notified by Ditto of the Client’s requests).     

(d) If Client has requested that more work be completed for a Phase, IC will do one of the following (depending on whether IC  agrees or does not agree that more work is required and whether IC believes the additional work can reasonably be completed within five (5) days):
(i) If IC agrees with Client’s request for further work and with the timeframe, then IC shall complete such work within the five (5) day period after Client’s response to the Request for Payment Release was posted to the Ditto Portal. When that work is done, IC will initiate another Request for Payment Release through Ditto.
(ii) If IC does not agree that further work is required to complete a Phase, or cannot complete such further work in five (5) days, then IC will contact Client directly and Client and IC will endeavor to resolve any differences regarding Client’s request for further work.  If Client and IC do not reach a resolution within such five (5) day period, then either party can advise Ditto of the impasse.  Client and IC will then receive a notification through the Ditto Portal that a disagreement may exist and that they should try to resolve such disagreement in accordance with Section 5 below.

(e) If Client does not respond to a Request for Payment within five (5) days after receiving it from Ditto, then Client shall receive a reminder notice requesting a response. If Client still does not respond within another five (5) days after such reminder, then Client and IC will receive a notification through the Ditto Portal that a disagreement may exist and that they should try to resolve such disagreement in accordance with Section 5 below. 

(f) If any information or materials from Client are needed by IC in order to perform the Services for any Phase (described in this Agreement as the “Client Materials”), then such Client Materials will be described in the Ditto Portal.  Client agrees to provide the Client Materials for each Phase (if any) within four (4) days after Client has deposited the Phase Payment for such Phase with Ditto and the Phase has become active.  Client acknowledges that IC needs the Client Materials to perform the Services and any delay in providing the Client Materials can cause a delay in the completion of the Services.  Therefore, if the Client Materials are not provided within such four (4) day period, then the completion date for such Phase may be extended by IC up to a period of time equal to the number of days following such four (4) day period that the Client Materials are provided to IC.

(g) In order to avoid disagreements regarding the performance of and payment for Services, Client and IC each agree to be reasonable and act in good faith whenever making a determination as to whether the Services have been completed and a Phase Payment is due and payable. With respect to IC, this means that IC will not take the position that the Services have  been completed and a Phase Payment is  due unless IC reasonably and in good faith believes that the Services were done in a professional and workmanlike manner (that is, comply with Section 1(a)(i) above) and, were performed as described in the Ditto Portal (that is, comply with Sections 1(a)(ii) and (iii) above) and in such a case, IC will explain why any shortcomings identified by Client are not correct.   With respect to Client, this means that Client will not take the position that the Services have not been completed and a Phase Payment is not due unless Client reasonably and in good faith believes that the Services were not done in a professional and workmanlike manner (that is, do not comply with Section 1(a)(i) above) or, were not performed as described in the Ditto Portal (that is, do not comply with Sections 1(a)(ii) or (iii) above) and in such a case, Client will explain the shortcomings with the Services that were provided. 

Simply Put
Services will be broken up into phases. Each phase will include a description, timeline, and cost. 
These phases are represented within a shared Ditto project portal. New phases may be added to the project at any time, and inactive phases may be edited. This allows Ditto to document the agreed-upon scope of work in an ongoing, dynamic way. 
Services will be provided by the independent contractor in a professional and timely manner, and the client will likewise respond in a professional and timely manner. If a response is required on either side, Ditto will allow 4 days before nudging to action.  


2. Payments/Modification of Services.  
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(a) Client agrees to pay IC the Phase Payment for the Services of each Phase.  Each Phase Payment shall be made as follows:  
(i) within four (4) days after IC confirms with Client that IC is prepared to commence work on a Phase, Client shall deposit with Ditto the Phase Payment to be paid to IC when the Services for such Phase are completed; and 
(ii) when Client responds to a Request for Payment and confirms with Ditto  that the Services for a Phase have been completed,  the  Phase Payment for that Phase shall be remitted to IC.      

(b) When Client deposits the Phase Payment with Ditto, that Phase shall be considered “active” and that deposit with Ditto automatically means Client has then agreed to pay IC that Phase Payment for the Services in such Phase when those Services are completed in accordance with this Agreement.  That deposit of the Phase Payment also means that IC has then agreed to complete such Services for Client in accordance with this Agreement. After the Phase Payment is deposited and that Phase is active, IC does not have to make any changes to the Services that might be requested by Client in order to earn such Phase Payment unless both Client and IC agree to such changes and agree as to whether or not the Phase Payment should be increased or decreased because of such changes.   Client and IC understand and agree that unless and until Client deposits with Ditto the Phase Payment for a Phase, Client and IC shall not have any obligations under this Agreement with respect to such Phase or any subsequent Phase.  This further means that the completion of one Phase shall not obligate either Client or IC to continue under this Agreement with respect to any other Phase.
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(c) Subject to Section 2(b) above, Client and IC may mutually agree at any time to modify the Services to be delivered for any Phase (including the respective Deliverables, timetable, and Phase Payment).  All agreed upon changes to the Services, whether the changes happen before or after a Phase is active, must be described in writing and executed through the Ditto Portal so it is clear that Client and IC have agreed to such changes.  

Simply Put
The Client must pay for a phase before it begins. This money is held in escrow by Ditto until work on that phase is complete, and will not be released to the IC without the Client’s approval. 
If the Client does not approve the release of the payment, he must provide the IC with required changes or requests. 
While the Client may fund multiple phases in advance, the IC works on only one phase at a time. This phase is considered active, and the scope of work for an active phase is locked in. Changes to the scope of work can be made by adding a new phase or editing inactive phases within the Ditto portal.
At the conclusion of any phase, the Client may choose not to continue with subsequent phases.


3. Termination. 
(a) At the conclusion of any Phase, after the Client has released the Phase Payment for all Services and any Deliverables for a Phase, either Client or IC may choose not to proceed with the project as initially outlined. Additionally, subject to Section 4(b) below, either Client or IC may terminate this Agreement at any time, with or without cause by written notice to the other party. Either Client or IC also may at any time terminate this Agreement immediately if: (i) the other party commits a breach of this Agreement and such party does not cure a breach within ten (10) days of written notice from the non-breaching party of such breach.  In any case, notice of such breach shall be provided to Ditto.
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(b) If this Agreement is terminated by Client without cause, Client agrees to pay IC any amounts which are due and payable for: (i) Services with respect to any Phase which became active before notice of such termination was received by IC; and (ii) expenses already incurred by IC before such notice of termination was received  for any such active Phase. 

Simply Put
Either IC or Client may choose not to move forward with the work at the conclusion of any phase. If the agreement is terminated by the Client without cause while work is underway, IC will be paid for the active phase. 

4. Disagreement.  
(a) In the event of a disagreement between Client and IC under this agreement, each of Client and IC shall in good faith exercise commercially reasonable efforts for a period of not less than thirty (30) days to resolve such disagreement.  The exercise of such commercially reasonable efforts may include (but not be limited to) the following:   
(i) providing to the other party sufficient detail and back-up documentation supporting the basis for a party’s position;
(ii) responding promptly and reasonably to a party’s inquiries regarding the basis of a party’s position;
(iii) engaging in timely and reasonable correspondence and/or discussions with the other party for the purpose of reaching a reasonable settlement to the disagreement; and
(iv) suggesting reasonable compromises or settlements intended to provide each party with the initially bargained for benefits to be provided to each party under this Agreement, taking into account the facts and circumstances that may have led to the disagreement.

(b) The aforesaid thirty (30) day period shall commence upon the date that notice of a disagreement has been posted on the Ditto Portal.
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(c) In the event the disagreement is not resolved within the aforesaid thirty (30) day period, then either party shall have the right to exercise all rights and remedies at law and in equity with respect to such disagreement, provided, however, that each of Client and IC hereby unconditionally and irrevocably expressly waive any and all right to trial by jury with respect to any to any claim, demand, action, cause of action or proceeding arising under or related to this Agreement.

Simply Put
If there is a disagreement between Client and IC, they will attempt to resolve it in good faith for a period of at least 30 days before taking any kind of legal action. 


5. Escrow. ‍
(a) Ditto agrees to hold the Phase Payment for each Phase in escrow and shall disburse the Phase Payment only in accordance with the following:
(i) Upon receipt from Client of the Request for Payment for a particular Phase in which Client has confirmed that the Services for that Phase have been completed, Ditto shall within two (2) business days remit the Phase Payment for that Phase to IC; or 
(ii) Upon receipt from Client of a Request for Payment for a particular Phase in which Client has noted that the Services have not been completed, Ditto shall continue to hold the Phase Payment in escrow until Ditto receives either of the following: (x) confirmation from Client in a subsequent Request for Payment that the Services for a Phase have been completed, in which case Ditto shall Ditto shall within two (2) business days after receipt of that approval remit the Phase Payment for that Phase to IC; (y) a decree, order, judgment or similar instrument issued by a court of competent jurisdiction directing the  disposition of the Phase Payment, in which case Ditto shall remit the Phase Payment in accordance with such decree, order, judgment or similar instrument; or (z) a written instruction from both Client and IC, in which case Ditto shall remit the Phase Payment in accordance with such instruction.     

(b) Client and IC covenant and agree that in performing any of its duties under this Agreement, Ditto shall not be liable for any loss, costs or damage which it may incur as a result of serving as escrow agent hereunder, except for any loss, costs or damage arising out of its willful misconduct or gross negligence.  Accordingly, Ditto shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its escrow duties and responsibilities, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Ditto shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement.   

(c) Client and IC hereby agree to indemnify, defend and hold harmless Ditto against and in respect of any and all losses, claims, damage, liabilities and expenses, including reasonable costs of investigation and counsel fees and disbursements, which may be imposed upon Ditto or incurred by Ditto in the performance of its duties as escrow agent hereunder, including any litigation arising from these Escrow terms, the Agreement or involving the subject matter hereof, unless caused by the gross negligence or willful misconduct of Ditto.
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(d) In the event of a disagreement between IC and Client regarding the payment of any Phase Payment continues for more than sixty (60) days, Ditto shall be entitled to either (1) continue to hold the Phase Payment in escrow until it is in receipt of one of the items referenced in clause (a)(ii) of these escrow terms; or (2) tender unto the registry or custody of any court of competent jurisdiction all money or property in its hands held under the terms of this Agreement, together with such legal pleading as it deems appropriate, and thereupon Ditto will be discharged from any claims relating to the right of ownership or possession by any party as to such interpleaded money or property.

(e) Client acknowledges and agrees to the following for the benefit of Ditto:
(i)   Ditto has provided the form of the Agreement to Client solely as an accommodation to facilitate a transaction between Client and IC. Any fees paid to Ditto by Client in connection with this matter have been paid solely in consideration for Ditto providing access to and operating the Ditto Portal as described in the Agreement and for Ditto’s  services as escrow agent under this Agreement.
(ii)   Ditto has not rendered any legal advice or provided any legal services regarding the Agreement, the enforceability of the Agreement or with respect to any matters relating to the Agreement and Ditto has expressly advised Client to consult with its own respective counsel regarding the enforceability of the Agreement and any matters pertaining to the Agreement; and  
(iii) Client has not relied upon any advice of Ditto (legal or otherwise) with respect the Agreement and has had the opportunity to consult with its own counsel regarding the Agreement.     

(f) IC acknowledges and agrees to the following for the benefit of Ditto:
(i)   Ditto has provided the form of the Agreement to IC solely as an accommodation to facilitate a transaction between Client and IC and Ditto has not received any consideration from any party with respect to furnishing this Agreement.  Any fees paid to Ditto by IC in connection with this matter have been paid solely in consideration for Ditto providing access to and operating the Ditto Portal as described in the Agreement and for Ditto’s  services as escrow agent under this Agreement.
‍(ii)   Ditto has not rendered any legal advice or provided any legal services to IC regarding the Agreement, the enforceability of the Agreement or with respect to any matters relating to the Agreement and Ditto has expressly advised IC to consult with its own respective counsel regarding the enforceability of the Agreement and any matters pertaining to the Agreement; and 
(iii) IC has not relied upon any advice of Ditto (legal or otherwise) with respect the Agreement and has had the opportunity to consult with its own counsel regarding the Agreement.

Simply Put
Ditto will hold funds in escrow and release them as previously outlined.
This agreement is between Client and IC - Ditto is involved solely to facilitate their relationship. 
Client and IC agree to hold Ditto harmless unless there is negligence or misconduct on the part of Ditto.
If a disagreement between Client and IC lasts more than 60 days, Ditto may choose to turn any money held in escrow over to a court of law and be absolved of any further connection.  ‍

6. Miscellaneous.
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(a) Independent Contractor. Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between Client and IC. Client and IC agree that IC is, and at all times with respect to any matters relating to this Agreement, shall remain, an independent contractor.

(b) Work for Hire. All Deliverables developed pursuant to this Agreement shall be treated as “work for hire” upon payment of all amounts due to IC regarding such Deliverables.  This means that once paid for, the Deliverables shall the property of Client and IC shall have no claims to the ownership or use of such Deliverables.  If any Deliverable is considered not to be a “work made for hire,” IC agrees to that is assigning all ownership and other proprietary or rights, title and interest in any Deliverable to Client, and agrees to execute such documents as Client may reasonably request, in order to assist Client in obtaining and protecting such rights.  IC agrees that IC has no interest in any Deliverable that IC submits to Client and releases to Client any interest which may be created by operation of law. Except as otherwise agreed to in writing and as necessary in the performance of this Agreement, IC shall have no rights to license, sell or use any Deliverable developed under this Agreement.

(c) Amendment and Additional Terms.  This Agreement may be amended at any time only with the written consent of the IC and Client (provided that any amendment of the Escrow terms shall also require the consent of Ditto). The parties may agree to additional terms (“Additional Terms”) that are not contained within this Agreement or the Services described within the Portal. Such Additional Terms shall be separately identified and included within the Portal and shall have the effect of an amendment to this Agreement, to be automatically incorporated herein upon the electronic consent by the parties. Any and all Additional Terms shall control should there be any conflict with such terms and this Agreement or the Services described within the Portal; provided, however, that any Additional Terms that change(s) the rights, duties or obligations of Ditto shall require Ditto’s prior electronic consent before being bound by such change(s).

(d) Electronic Signatures and Delivery. The parties hereby acknowledge and agree that all signatures and deliveries of signed documents shall be accomplished by electronic means, with the evidence of such signatures and deliveries to be contained within the Portal. Also, any such electronic signatures made via counterparts shall constitute one and the same instrument upon compiling such signature pages together into one instrument. All fully and electronically signed agreements by and between the parties shall be contained, stored and archived within the Portal, and shall be available for download by either party upon logging into the Portal.

(e) Entire Agreement.  This Agreement, and any Additional Terms added through the Ditto Portal, represents the entire understanding of the parties with respect to the specific subject matter of this Agreement and supersedes all previous understandings, written or oral, among the parties with respect to such subject matter.

(f) Force Majeure.  No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, epidemic or pandemic, invasion, fire, explosion, floods and acts of government or governmental agencies or instrumentalities.

(g) Representations and Warranties. 
(i) Except as expressly stated by IC in this Agreement, it is understood and agreed by Client that IC has not made any warranties regarding the Services or any Deliverables, whether expressed or implied, including but not limited to the warranty of merchantability, fitness for a particular purpose, suitability, completeness or results to be derived from the Services or any Deliverables.
(ii) Each of Client and IC represent and warrant to the other that: all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action and do not require the consent or approval of any third party:it has all necessary power with respect to this Agreement and its obligations under this Agreement; and  this Agreement is a valid and binding agreement on the part of such party, enforceable in accordance with its terms.

(h) Governing Law. Any and all legal disputes arising from this Agreement, the MSA or any other matter by and between Client and IC in which Ditto is a named party shall be governed exclusively by Virginia law, without regard to conflict of law principles. Further, any such legal disputes shall be resolved exclusively through the Circuit Court of Albemarle County, Virginia, or the Circuit Court of the City of Charlottesville, Virginia. Ditto shall have the right, but not the obligation, to resolve any legal matter where it is a named party, by affirmatively electing to enter into binding arbitration with IC and/or Client (“Arbitration”). The Arbitration shall be administered by one (1) neutral and disinterested arbitrator, to be exclusively selected by Ditto. The place of the Arbitration shall be exclusively within the City of Charlottesville, Virginia, or the County of Albemarle, Virginia. Judgment on the award entered by such arbitrator may be entered in any court having jurisdiction thereof. Should Ditto elect Arbitration to resolve an applicable dispute, then Ditto shall be entitled to the sum of all costs, expenses and counsel fees incurred by it, to be paid equally by IC and Client, as a joint and several obligation.

Simply Put
Any work created by the IC becomes the property of the Client, and the IC is not an employee of the Client.
There is a chance that work cannot reasonably be completed as promised due to forces outside of IC’s control.
This is the entire agreement, and electronic signatures are valid.
If Ditto is named in a legal dispute, the dispute will be handled in Virginia.


IN WITNESS WHEREOF, the undersigned have executed this Agreement electronically via the Ditto platform as follows:

[IC] (IC name and record of acceptance by electronic signature)
[Client] (Client name and record of acceptance by electronic signature)

JOINDER: The undersigned hereby executes this Agreement solely to evidence its agreement to comply with the Escrow terms and not as a party to this Agreement.
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[DITTO] Elizabeth Heinberg, Ditto co-founder, 1.1.2020
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