DISTRIBUTE, INC.TERMS OF SERVICE
The Distribute, Inc. platform is designed for users to buy and sell inventory, to connect with other users, and to increase their deal flow. The Distribute.com website (the "Website"), platform (the "Platform"), and any other related features, content or applications ("Features", collectively with the Website and Platform, the "Service") are operated by Distribute, Inc. and its corporate partners (collectively, "Distribute.com," "us," "we," or the "Company").
By visiting and using the Company Service, you signify that you have read, understand and agree to be bound by these Terms of Service (herein also referred to as "Agreement"). We reserve the right to modify these terms or any additional terms that apply to a Service, reflect changes in the law or changes to our Service. It is your responsibility to review the terms regularly. The Company will post notice of modifications to these terms on this page. Changes will not apply retroactively and changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for the Service, you should discontinue your use of the Service. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms of Service. If you still have questions after reading Distribute.com's Terms of Service, email us at firstname.lastname@example.org.
A ) Distribute, Inc. hereby grants you permission to use the Company Service as set forth in this Terms of Service, provided that: (i) you agree not to reproduce, duplicate, copy, sell, trade, repackage, broadcast, reverse engineer, resell or exploit for any commercial purposes, in whole or in any part, any of the Company Service, content or infrastructure, and you further agree that your use of the Service is permitted solely for the intended purposes of the Company Service, unless you have explicit permission from Distribute.com to use the Company Service for other purposes; (ii) you will not copy or distribute any part of the Company Service in any medium without the Company's prior written authorization; (iii) you will not take and/or use any screenshots of the Services for any purpose without prior written authorization; (iv) you will not alter or modify any part of the Services other than as may be reasonably necessary to use them for their intended purposes; (v) you will otherwise comply with the terms and conditions of these Terms of Service.
B ) In order to access some features of the Company Service, you will have to create an account. You may never use another user's account without permission. When creating your account, you must provide true, accurate and complete information. You agree to not use the Company Service to impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify the Company immediately of any breach of security or unauthorized use of your account. Although the Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable to others as well as us if your account is used in violation of these Terms of Service. Distribute, Inc. reserves the right to use certain information in your account for publicity and/or marketing purposes.
C ) You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Company Service. Notwithstanding the foregoing, Distribute, Inc. grants the operators of public search engines permission to use spiders to copy materials from the Company Service for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. The Company reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Company Service, nor to use the communication systems provided by the Company Service for any commercial solicitation purposes. You agree to not upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any form of solicitation. You agree to not solicit, for commercial purposes, any users of the Company Service with respect to their submissions.
Intellectual Property Rights
The content in the Company Service, except all user submissions, as defined below, including without limitation, the text, software, scripts, graphics, pictures, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Distribute, Inc., subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content in the Company Service is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. The Company reserves all rights not expressly granted in and to the Company Service. You agree to not engage in the use, copying, or distribution of any Content other than expressly permitted herein, including any use, copying, or distribution of user submissions of third-parties obtained through the Website, Platform or Features for any commercial purposes. If you download or print a copy of any Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Company Service or features that prevent or restrict use of copying of any Content or enforce limitations on use of the Company Service or the Content therein.
A ) The Distribute.com Service supports the submission by you and other users of content, which may include users' company name, individual name, email address, physical addresses, videos, recordings, text, graphics, pictures, photos, or other communications (collectively, "User Submissions"), and also supports the hosting, sharing, and/or publishing of such User Submissions.
B ) You understand that, whether or not such User Submissions are published, the Company does not necessarily guarantee confidentiality with respect to any submissions.You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Distribute, Inc. to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Company Service and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name and likeness of each and every such identifiable individual person included in a User Submission in order to enable inclusion and use of the User Submissions in the manner contemplated by the Company Service and these Terms of Service. For clarity, you retain your ownership rights in your User Submissions. However, by submitting the User Submissions to the Company, you hereby grant the Company a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Company's (and its successor's) business, including without limitation for promoting and redistributing part or all of the Company Services (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Company Service a non-exclusive license to access your User Submissions through the Company Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Company Service and pursuant to these Terms of Service.
C ) In connection with User Submissions, you agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Distribute, Inc. all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Distribute, Inc. or any third-party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or harm minors in any way or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person. Distribute, Inc. does not endorse any User Submissions or any opinion, recommendation, or advice expressed therein, and Distribute, Inc. expressly disclaims any and all liability in connection with User Submissions. Distribute, Inc. does not permit copyright infringing activities and infringement of intellectual property rights on the Company Service, and Distribute, Inc. will remove all Content and User Submissions if properly notified that such Content or User Submission infringes another's intellectual property rights. Distribute, Inc. reserves the right to remove Content and User Submissions without prior notice. Distribute, Inc. also reserves the right to terminate a User's access to its Service if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Company Service more than twice. Distribute, Inc. also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Distribute, Inc. may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
D ) If you are a copyright owner or an agent thereof and believe that any User Submitted Content or other content infringes upon your copyrights, you may submit a notification to Distribute.com pursuant to the Digital Millennium Copyright Act.
E ) You understand that when using the Distribute, Inc. Service, you will be exposed to User Submissions from a variety of sources, and that Distribute, Inc. is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Distribute, Inc. with respect thereto, and agree to indemnify and hold Distribute, Inc., its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of Company Service.
The Parties agree that any claim or dispute between them or against any agent, employee, successor, or assign of the other, whether related to this agreement or otherwise, and any claim or dispute related to this agreement or the relationship or duties contemplated under these terms, including the validity of this arbitration clause, shall be resolved by binding arbitration by the American Arbitration Association, under the Arbitration Rules then in effect. Any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction. Any controversy shall be arbitrated in San Francisco, California. Information may be obtained and claims may be filed at any office of the American Arbitration Association or at Corporate Headquarters, 335 Madison Avenue, Floor 10, New York, New York 10017-4605. Telephone: 212-716-5800, Fax: 212-716-5905, Website: www.adr.org. This agreement shall be interpreted under the Federal Arbitration Act.
Indemnifications, Warranties, Disclaimers and Limitation of Liability
IN NO EVENT SHALL Distribute, Inc., ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR Distribute, Inc. SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTIONS OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE, (V), ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE Distribute, Inc. SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT Distribute, Inc. SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
You agree to defend, indemnify and hold harmless Distribute, Inc., its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Distribute, Inc. Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Distribute, Inc. Service.
Distribute, Inc. provides Service with a commercially reasonable level of skill and care. However there are limitations to the Service. Other than expressly outlined in the terms, Distribute, Inc. does not make any specific promises about the Service. Distribute, Inc. makes no warranties such as implied warranty of merchantability, fitness for a particular purpose or otherwise.
Distribute.com's Terms of Service was last updated on August 26, 2015.