Distribute Terms of Service

1. Eligibility and the Agreement

You must be at least 18 years old and able to enter into a legally binding contract. The Services are intended for business use, not personal or household use.

An order form, online checkout, statement of work, or other ordering document that identifies the Services, fees, and subscription term is an "Order." These Terms, each Order, and any data processing addendum or other document expressly incorporated into them form the "Agreement."

2. Accounts and Administrators

You must provide accurate account information, keep login credentials secure, and promptly tell us about suspected unauthorized access. You are responsible for activity under your account and for your authorized users' compliance with the Agreement.

If your account is managed by an organization, its administrators may add or remove users, control settings and integrations, access or export Customer Content, and otherwise manage the account. Your use of an organization-managed account is subject to that organization's policies.

3. Access to the Services

During the subscription term, we grant you a limited, non-exclusive, non-transferable right to access and use the Services for your internal business purposes, subject to the Agreement and any usage limits in an Order.

We may improve or change the Services over time. We will not materially reduce the core functionality of paid Services during a current subscription term without reasonable notice, except when needed for security, legal compliance, or to address third-party service changes. Support levels, service commitments, and implementation work apply only if stated in an Order.

4. Acceptable Use

You may not, and may not allow anyone else to, misuse the Services. In particular, you may not:

• break the law or violate another person's rights, privacy, or intellectual property;
• upload malicious code, disrupt the Services, bypass security or usage controls, or probe systems without written permission;
• reverse engineer, copy, resell, or use the Services to build a competing product, except where a restriction is prohibited by law;
• scrape the Services, use unauthorized automated access, or overload our infrastructure;
• send spam, deceptive messages, or unlawful marketing; impersonate others; or harass or harm anyone;
• submit highly sensitive data unless the Services and your Order are expressly designed for it; or
• use the Services or AI output to make fully automated decisions that create legal or similarly significant effects on a person without appropriate human review and a lawful basis.

The Services may let you record calls, meetings, video, or audio. You are responsible for giving all required notices and obtaining all required consents before recording or uploading a recording. Recording laws vary by location and may require every participant's consent.

AI-generated content may be incomplete, inaccurate, or unsuitable. You must review it before relying on, publishing, or sending it. Do not treat AI output as legal, medical, financial, or other professional advice.

5. Customer Content

"Customer Content" means data, files, recordings, transcripts, messages, contacts, prompts, pages, and other material that you or your users submit to or create with the Services. You keep all ownership rights in Customer Content.

You give Distribute a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and modify Customer Content only as needed to provide, secure, support, and improve the Services and as otherwise directed by you. This license ends when Customer Content is deleted from our active systems, subject to legal retention and backup cycles.

You represent that you have all rights, notices, permissions, and lawful bases needed for us to process Customer Content under the Agreement. You are responsible for Customer Content, the people you invite, and the links or pages you make public. Anyone with a public or unrestricted link may be able to view and forward it.

We may create and use aggregated or de-identified information that cannot reasonably identify you, your organization, or any person to operate, analyze, secure, and improve the Services. We will not attempt to re-identify it.

6. Integrations and Third-Party Services

You may connect the Services to third-party products, such as email, calendar, meeting, CRM, storage, messaging, or AI services. If you enable an integration, you direct us to exchange Customer Content with that provider as needed for the integration. Your use of a third-party service is governed by its own terms and privacy policy.

We do not control third-party services and are not responsible for their availability, security, or changes. We may suspend or discontinue an integration if its provider changes or stops supporting it.

7. Fees, Subscriptions, and Taxes

You will pay the fees and applicable taxes stated in the Order. Unless an Order says otherwise, fees are in U.S. dollars, payment is due at purchase, and subscriptions renew automatically for successive periods equal to the then-current subscription period. You authorize us and our payment processor to charge the payment method on file.

You may cancel a self-serve subscription before its next renewal date. Cancellation takes effect at the end of the paid period, and you keep access until then. Fees are non-refundable and we do not provide credits for partial periods, except when an Order, a specific written guarantee, or applicable law says otherwise.

We may change self-serve prices by giving notice before a future renewal. We may suspend access for overdue undisputed amounts after reasonable notice. You are responsible for sales, use, value-added, withholding, and similar taxes, other than taxes on our net income.

8. Free, Evaluation, and Beta Services

We may offer free tools, evaluations, previews, or beta features. They may be changed or ended at any time, may have limited support, and are provided as-is without service commitments. Do not use beta features for production workloads or sensitive information unless we agree otherwise in writing.

9. Confidentiality

"Confidential Information" means non-public information disclosed by one party that a reasonable person would understand to be confidential, including Customer Content, product plans, pricing, security materials, and business information. It does not include information that the receiving party can show was already lawfully known, becomes public without breach, is received lawfully from another source, or is independently developed without use of the other party's Confidential Information.

The receiving party will use Confidential Information only to perform or exercise rights under the Agreement, protect it with reasonable care, and disclose it only to personnel and service providers who need it and are bound by confidentiality duties. A party may disclose information when legally required after giving advance notice when permitted.

These duties last for three years after disclosure, except that duties for trade secrets last as long as the information remains a trade secret and duties for Customer Content continue while we retain it.

10. Our Technology and Feedback

Distribute and its licensors own the Services, software, designs, documentation, models, templates, and related intellectual property, excluding Customer Content. No rights are granted except those stated in the Agreement.

If you give us feedback, you allow us to use it without restriction or payment, but we will not identify you publicly as the source without permission.

11. Privacy, Data Processing, and Security

Our Privacy Policy explains how we handle personal information when we act as a controller. When we process personal information in Customer Content for a business customer, we act as its service provider or processor and follow its documented instructions, the Agreement, and any applicable data processing addendum.

We maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Content. No online service is completely secure, and you are responsible for configuring sharing settings, managing user access, and keeping appropriate backups or exports.

If a data processing addendum applies and conflicts with these Terms on the processing of personal information, the data processing addendum controls.

12. Suspension

We may suspend access to all or part of the Services if we reasonably believe there is a security risk, unlawful activity, a material breach of the Agreement, harm to another customer or the Services, or overdue undisputed fees. When practical, we will give notice and a chance to resolve the issue. We will limit the suspension to what is reasonably necessary.

13. Term and Termination

The Agreement starts when you first accept it and continues until all subscriptions and Orders end. Either party may terminate an Order for a material breach that is not cured within 30 days after written notice. We may terminate immediately for an incurable breach, unlawful use, or a serious security risk.

When the Agreement ends, your right to use the Services ends and all unpaid fees become due. Unless an Order says otherwise, you may request an export of Customer Content within 30 days after termination. After that period, we may delete Customer Content according to our retention schedule, except for copies kept in backups or as required by law.

Sections that by their nature should survive will survive, including payment obligations, confidentiality, ownership, disclaimers, indemnities, liability limits, and dispute terms.

14. Limited Warranties

We warrant that paid Services will perform materially in accordance with our then-current documentation and that we will provide any professional services in a professional and workmanlike manner. Your exclusive remedy for breach of this warranty is for us to re-perform the affected Service or, if we cannot reasonably do so, terminate the affected Order and refund prepaid fees for the unused portion.

You warrant that your use of the Services and Customer Content will comply with the Agreement and applicable law.

15. Disclaimers

EXCEPT FOR THE EXPRESS WARRANTIES ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." DISTRIBUTE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES OR AI OUTPUT WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPLETELY SECURE, OR THAT THEY WILL MEET EVERY REQUIREMENT.

16. Indemnification

You will defend and indemnify Distribute and its affiliates against third-party claims, damages, and reasonable costs arising from Customer Content, your unlawful or unauthorized use of the Services, or your breach of Section 4 or your warranties in these Terms.

Distribute will defend and indemnify you against a third-party claim that the paid Services, when used as permitted, directly infringe a U.S. patent, copyright, or trademark. We may modify or replace the affected Service or end it and refund prepaid fees for the unused portion. This obligation does not apply to claims caused by Customer Content, third-party services, your modifications, combinations not provided by us, or continued use after we tell you to stop.

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow it to control the defense and settlement. No settlement may admit fault or impose a non-monetary obligation on the indemnified party without its consent.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED THEY WERE POSSIBLE.

EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. THESE LIMITS DO NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS OR TO LIABILITY THAT CANNOT BE LIMITED BY LAW.

The limitations apply to the fullest extent permitted by law and regardless of the legal theory or whether a remedy fails its essential purpose.

18. Governing Law and Disputes

Texas law governs the Agreement, without regard to conflict-of-law rules. The state and federal courts located in Travis County, Texas have exclusive jurisdiction over disputes, and each party consents to those courts.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES A JURY TRIAL, AND EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS OR REPRESENTATIVE ACTION.

19. Changes to These Terms

We may update these Terms. We will post the updated version and change the "Last Updated" date. If a change materially reduces your rights during a paid term, we will provide reasonable advance notice. Changes apply prospectively. Continuing to use the Services after the effective date of updated Terms means you accept them.

20. General Terms

Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations. You may not assign the Agreement without our written consent. We may assign it to an affiliate or in connection with a merger, financing, reorganization, or sale of all or substantially all of our business or assets.

The parties are independent contractors. The Agreement does not create a partnership, agency, fiduciary, franchise, or employment relationship. If a provision is unenforceable, it will be modified only as much as needed and the rest will remain effective. A waiver must be in writing and is not a continuing waiver.

The Agreement is the complete agreement about the Services and replaces prior discussions on that subject. A signed Order controls over these Terms for that Order; a data processing addendum controls for its subject matter. Purchase-order terms do not apply unless we expressly agree in writing.

Notices may be sent electronically. Notices to you may go to your account email or appear in the Services. Legal notices to Distribute must be sent to legal@distribute.so.

21. Contact

Questions about these Terms may be sent to legal@distribute.so.

Distribute Labs, Inc. Austin, Texas, United States