Distru App Terms and Conditions

STANDARD TERMS AND CONDITIONS FOR DISTRU CUSTOMERS
These Standard Terms and Conditions form a part of any Distru quote (a “quote” and, together, this “Agreement”) entered into by Distru Corp., with offices at 344 20^th Street, Oakland, CA 94612 (“Distru”), and the customer accepting the Quote (together with any affiliates “Customer” or “You”), and are binding as of the effective date of the Quote Date on the quote (the “Effective Date”).

The customer also agrees to these rates for which additional users & licenses are billed:
1) Users: $100/user/month
2) Licenses: $1,250/license/month

To the extent that any terms or rates on the Quote conflict with the terms contained herein, the terms of the Quote will prevail.
‍
1. Access and Use
‍Distru provides Customers with its proprietary software-as-a-service platform for cannabis operators to manage their inventory, orders, customer relations, and related business operations, including through integrations with third-party platforms and data services that Distru may make available as part of the Services (the “Distru Platform” or “Services”).

Distru grants to You, subject to the terms and conditions of this Agreement, a personal, non-sub licensable, non-exclusive and non-transferable license, during the term of this Agreement, to access and use the Service via Your Login Credential (as defined below) solely for your internal business purposes, subject to any limitations or restrictions in this Agreement. 

The foregoing license is granted solely for use by Customer's authorized human personnel and, where applicable, Distru-approved integrations. Programmatic, automated, or machine-driven access to the Service is governed by Section 2(c) below.

You acknowledge that Distru retains exclusive ownership throughout the world of the Service, and all content, information, and other materials on the Services (other than Customer Data), any portions thereof, and copies, emulations, modifications, enhancements and derivative works thereto, including all intellectual property rights therein. Distru reserves all rights not expressly granted in these Standard Terms and Conditions.   

Upon termination of this Agreement for any reason, this license provided herein will terminate, and You, and any user accessing the Service by means of a company account, if applicable, will cease to use or have access to the Service.

‍2. Restrictions and Policies
a. General Use.
The Service is intended for use in the United States only and You must be 18 years of age to access and use the Service. You will not, and you will not permit any of your employees or any third parties to, directly or indirectly (i) access or use the Service outside the United States; (ii) use the Service in any way for spamming, chain letters, junk mail or distribution lists to contact any person who has not given specific permission to be included in such; (iii) transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind; (iv) access the Service to build a competitive service or reproduce features of the Service; (v) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Service; (vi) modify, translate, or create derivative works based on the Service; (vii) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Service; use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (viii) remove any proprietary notices or labels on the Service. You will only use the Service for lawful purposes, in compliance with all applicable laws. You hereby agree to defend, indemnify and hold Distru harmless against any claim or action that arises from Your use of the Service in an unlawful manner or in any manner inconsistent with the restrictions and policies stated herein.

b. Data Use and Confidentiality.
As you interact with the Distru Platform, Distru may collect or obtain on your behalf (such as through authorized third-party integrations as described in Section 5) inventory, transactional or other information about your business (the “Customer Data”). You hereby grant Distru and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise process Customer Data in order to (a) provide the Services under this Agreement, (b)  support and improve the Platform, (c) monitor and resolve service, security, support or technical issues with the Platform, and (d) comply with judicial or other governmental requests, subpoenas, warrants, and court orders, or as otherwise required by applicable law or permitted under this Agreement.  

Customer represents and warrants that (f) it has all rights, consents and/or permissions necessary to grant the licenses in this Section 2(b), including under any and all copyright, trademark, and other intellectual property rights, as well as any moral rights, rights of privacy, rights of publicity and similar rights of any type in or to Customer Data, (g) use of any such Customer Data by Distru in compliance with the foregoing licenses, does not and will not infringe any intellectual property rights of any third party, including any third party logos and trademarks, and (h) the Customer Data do not violate any state or federal law, rule, or regulation applicable thereto.  Customer may not upload to or otherwise make available on the Platform or to Distru any content or data (including content data or intellectual property of any third party) for which Customer does not have all necessary rights, licenses, consents or permissions needed to make available such content or data on the Service.  If Customer elects to utilize any third-party application in connection with its use of the Service, by doing so Customer consents to its content and data being shared with such third-party applications for the purposes of Distru performing Services hereunder and agrees that Distru is not an agent or broker or otherwise responsible for the activities or policies of those third-party applications.  Customer is solely responsible for the accuracy, quality, content and legality of Customer Data.  Customer is responsible for ensuring its systems are fully protected against unauthorized breaches and maintaining backups of Customer Data at all times.

Notwithstanding the foregoing, (i) Distru will use any personal information contained in Customer Data in accordance with the California Data Processing Addendum attached hereto as Exhibit A and the Distru Privacy Policy and (ii) Distru will use Integration Data (defined below) contained in Customer Data in accordance with Section 5, subject to any applicable terms of the Third-Party Platform governing Distru’s access to or use of such Integration Data. Distru reserves the right to contact users of the Service via e-mail or other means to inform them of their account status or changes or alterations to the Service, or to inform them about additional offerings or services being provided or contemplated. 

Notwithstanding any term in the Agreement to the contrary Distru may use and share Anonymized Data for lawful business purposes, including for the purposes of using, disclosing, and compiling statistical or analytical data regarding the performance, provision and operation of the Services, and for providing and improving Distru’s products and services. “Anonymized Data” means Customer Data, including User Content, or insights derived from Customer Data and the Service that is aggregated or de-identified in a format such that neither Customer, its customers or any other person or household may be identified.
c. Automated Access, Scraping, and AI Agents

Customer will not, and will not permit any employee, contractor, consultant, agent, third-party service, software tool, automated system, artificial intelligence system, bot, script, crawler, scraper, browser automation tool, or other non-human actor to, directly or indirectly:

(i) access, query, scrape, copy, extract, harvest, download, monitor, or aggregate data from the Service through any automated or programmatic means, except through Distru's expressly authorized APIs, exports, integrations, or other methods approved in writing by Distru;

(ii) access or attempt to access any undocumented, private, internal, non-public, or unsupported API, endpoint, GraphQL schema, database, system, or interface used by the Service;

(iii) bypass, avoid, circumvent, overload, or interfere with any access controls, rate limits, usage limits, authentication controls, security controls, fees, licensing restrictions, or technical limitations of the Service;

(iv) use the Service or any data, metadata, responses, requests, schemas, network calls, or system behavior to reverse engineer, map, discover, replicate, train, test, or build any integration, connector, competing service, data extraction process, or automated workflow not expressly authorized by Distru;

(v) use any artificial intelligence tool, large language model, autonomous agent, browser automation tool, or similar technology to operate the Service, extract data from the Service, or interact with the Service in a manner that substitutes for, avoids, or circumvents a paid Distru API, integration, license, user seat, or approved export mechanism.

Any programmatic, automated, bulk, recurring, or machine-driven access to the Service requires Distru's prior written approval and may be subject to separate documentation, technical requirements, rate limits, audit logging, usage restrictions, and additional fees.
3. Support
a. Support via phone, email, and our website is available from 5am-5:30pm PST, Monday-Friday (the “Support Services”).

b. Services Warranty. Distru warrants that during the applicable subscription term, the Services will materially perform in accordance with the applicable Quote and any mutually agreed written product documentation provided by Distru. In the event Customer reports a breach of the Services Warranty, Distru will use commercially reasonable efforts to correct the non-conforming portion of the system at no additional charge to Customer. This warranty does not apply to issues caused by Customer misuse, third-party systems, internet connectivity issues, unauthorized modifications, or use inconsistent with the documentation or Agreement. Distru has no obligation to provide You with upgrades, enhancements, modifications, or other support unless specifically contracted for.

c. Data Security. Distru will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security and confidentiality of Customer Data.

‍4. User Content
‍Certain features of the Service may permit You to upload data, information, and other content to the Service (“User Content”). You represent and warrant that you have the right and permission to provide any User Content you upload to the Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service. By providing User Content to or via the Service, you grant Distru a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, modify, and use your User Content, in whole or in part, in connection with providing the Service during the term of the Services. You additionally grant Distru an irrevocable, royalty-free right to use your User Content in the form of Anonymized Data to improve and provide Distru’s products and services. You will be fully responsible for all of Your User Content and Distru will have no liability for any User Content You upload.

‍5. Third-Party Integrations and Connected Data

a. Integration Authorization. The Platform supports integration with certain third-party platforms and services, including QuickBooks Online ("QBO") and other accounting, financial, and business software ("Third-Party Platforms"). If You choose to connect a Third-Party Platform to the Platform, You authorize Distru to access, retrieve, and sync data from that Third-Party Platform on Your behalf ("Integration Data"). Integration Data may include, without limitation, financial records, reports, transactional data, chart of accounts, customer and vendor records, preferences, and other data accessible through the applicable third-party integration, including formal financial reports such as profit and loss statements, balance sheets, cash flow statements, and accounts receivable aging reports.

b. Use of Integration Data. You hereby authorize Distru to use, disclose, store and otherwise process Integration Data to provide, operate, maintain, and improve the Services for You, subject to the terms of the applicable Third-Party Platform. This includes using Integration Data to: (i) provide Platform functionality and any applicable data synchronization; (ii) personalize Your experience with the Distru Platform, including onboarding, configuration, and product workflows; (iii) surface insights, recommendations, and alerts within the Platform relevant to Your use of the Services; and (iv) provide customer support and troubleshoot issues related to Your account. Subject to the terms and limitations of the applicable Third-Party Platform and applicable law Distru may use Anonymized Data derived from Integration Data for product development, analytics, Platform improvement and other lawful purposes.

c. Third-Party Terms. Your use of any Third-Party Platform integration is subject to the applicable terms of service and privacy policies of that Third-Party Platform. You represent that You have all necessary rights and authority to authorize Distru's access to Integration Data from any Third-Party Platform You connect.

6. Feedback
‍You may, but are not obligated to, provide Distru with information, suggestions, or other feedback with respect to the Service (“Feedback”). You hereby grant to Distru a worldwide, nonexclusive, perpetual, irrevocable, transferable, royalty-free, fully paid-up, sublicensable license to use and exploit such Feedback for any purpose without restriction.

‍7. Mutual Confidentiality.
a. Confidential Information.
As used herein, “Confidential Information” means all information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”) where such information should be reasonably understood, based on the nature of the information or the circumstances of its disclosure, to be proprietary or confidential. Without limiting the generality of the foregoing and notwithstanding any marking or failure to mark such items as confidential or proprietary, the Service and any data generated in connection with use of the Service hereunder constitute Distru’s Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that: (i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without breaching any obligation owed to the Disclosing Party.

b. Mutual Non-Use and Non-Disclosure.
The Receiving Party shall not (i) use any Confidential Information of the Disclosing Party for any purpose other than to perform its obligations under this Agreement, or (ii) disclose Confidential Information of the Disclosing Party to anyone other than its personnel (including employees, contractors, and consultants) who have a need to know the Confidential Information for the purposes set forth in this Agreement and who are bound by written agreement that prohibits unauthorized disclosure or use of Confidential Information that is at least as protective of the Confidential Information as the Receiving Party’s obligations hereunder. If disclosure is required to anyone else other than aforementioned personnel and any legal governmental or regulatory authority, written permission must be obtained by the Disclosing Party. In no event shall either Party exercise less than reasonable care in protecting such Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by law, provided that the Receiving Party shall make reasonable efforts to provide the Disclosing Party with prior written notice of such compelled disclosure and reasonable assistance (at Disclosing Party's expense) if the Disclosing Party wishes to obtain protective treatment of the Confidential Information.

c. Third-Party AI Tools

Customer will not submit, transmit, upload, disclose, or otherwise make available any Distru Confidential Information, Service data, system output, metadata, API responses, schema information, screenshots, or credentials to any third-party artificial intelligence system, model provider, automation platform, or external service except as expressly authorized in writing by Distru.

‍8. Payment and Fees
a. Billing Information.
You agree to provide Distru with accurate billing information and with truthful, accurate, and complete contact information, including Your legal name, company name, street address, e-mail address, and telephone number, and to update this information immediately in the event of any change. If the contact information You have provided is false or fraudulent, subject to applicable law Distru reserves the right to terminate Your access to the Service immediately without any obligation to return Your data.

b. Payment.
You agree to pay Distru the fees as set forth in any applicable Quote (the "Fees") by a payment method to be determined by Distru in its sole discretion (credit card, invoice, purchase order, prepayment or other payment method). Distru reserves the right to change the form of payment upon reasonable prior notice to You. Upon the expiration of the Initial Term or any Renewal Term, Distru may change the Fees, applicable charges and usage policies. Payment by fraudulent means will result in immediate and permanent termination of the account, and possible criminal penalties. Distru may offer refunds on a case by case basis if You pay and are unable to use the system for personal reasons or business setbacks. If You believe you are entitled to a refund, please contact Distru at hello@distru.com. Notice of any fee changes requires 90 days’ notice.

Programmatic access to the Service, including via the Distru API, may be subject to separate fees and defined usage limits as set forth in the applicable Quote or an applicable Distru's API policy or terms of use. Accessing the Service through UI automation, undocumented endpoints, or other means not expressly authorized by Distru does not exempt Customer from applicable API or usage fees.
c. Late Payments.
For credit card payments, Your account will be considered delinquent if Your credit card company refuses for any reason to pay the amount billed to it and that amount remains unpaid 30 days following the billing cycle. For invoices, full payment for invoices issued in any given month must be received by Distru within 30 days after the mailing date of the invoice, or Your Distru account will be considered delinquent. Your access to the Service may be suspended if Your account is delinquent. Distru may impose a charge to restore archived data from delinquent accounts. Unpaid charges are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Any account which is suspended for more than 30 days will be terminated without any obligation on the part of Distru to maintain Your data. Disputes. If You believe Distru has billed You incorrectly, You must contact Distru in writing no later than 30 days after the billing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.

‍9. Publicity and Marketing
‍Distru may, upon receipt of prior written consent from You, which You may withhold in Your discretion, issue a press release announcing the use of the Service by You. If use of the Service performs to Your satisfaction, You may provide Distru with a quote from the primary decision maker and a user of the Service, as well as work with Distru to prepare a press release.

‍10. Passwords and Security
‍You will choose or be given all applicable passwords and other login information to use in connection with the Service (“Login Credentials”). You are entirely responsible for maintaining the confidentiality of Your Login Credentials (including, if applicable, the passwords and accounts of each user accessing the Service by means of an account established by You). Furthermore, You are entirely responsible for any and all activities that occur under Your account (including, if applicable, the accounts of each user accessing the Service by means of an account established by You), and You shall ensure that You exit from Your account at the end of each session. You shall notify Distru immediately of any unauthorized use of Your account (including, if applicable, the passwords and accounts of each user accessing the Service by means of an account established by You) or any other breach of security. Distru cannot and will not be liable for any loss or damage arising from Your failure to comply with these requirements.
Customer may not share, disclose, embed, store, or make available any Login Credentials, session tokens, API keys, authentication cookies, or other access credentials to any bot, script, browser automation tool, artificial intelligence system, autonomous agent, third-party software, or other automated system, except where expressly authorized in writing by Distru. Customer is responsible for all access to and activity within the Service using Customer's Login Credentials, including any activity performed by automated tools, third-party systems, artificial intelligence systems, contractors, consultants, or agents acting on Customer's behalf. Distru may require Customer to use an approved Distru API, export, integration, or other authorized access method for any recurring, bulk, automated, or programmatic access to Customer data.
‍11.  Termination
a. Term.
This Agreement will be in effect for the duration of an Initial Term of 1 year (unless the accepted Quote set forth a longer subscription term), and will automatically renew for additional periods of the same duration as the Initial Term (each a “Renewal Term”, and together with the Initial Term, the “Term”) unless either party provides written notice of non-renewal 30 days before the end of the Initial Term or the then-current Renewal Term.

b. Termination.
You may terminate this Agreement by emailing us at hello@distru.com. Distru, in its sole discretion, may terminate or suspend your use of the Service if You fail to comply with this Agreement.

c.  Suspension for Ongoing Harm. Distru may immediately suspend, limit, throttle, or block, or terminate Customer’s access to, or use of, the Services, in whole or in part, if Distru reasonably determines that (a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services; (b) Customer is accessing or using the Services to commit an illegal act or (c) Customer access involves unauthorized automation, scraping, crawling, credential sharing, excessive usage, attempted access to undocumented or internal APIs, circumvention of technical controls, security risk, or misuse of the Services.  When reasonably practicable and lawfully permitted, Distru will provide Customer with advance notice of any such suspension. 

d. Post-Termination.
Termination of the Agreement shall not relieve the parties of any obligation accruing prior to such termination. If You have purchased the Services, You will pay in full for the Service up to and including the last day of the Initial Term or the then-current Renewal Term. Following expiration or termination of this Agreement, upon request Distru will make Customer Data available for export by Customer for a period of thirty (30) days, after which Distru will have no obligation to retain Customer Data and may delete it in its ordinary course, except that Vendor may retain Customer Data as required by applicable law or as part of standard backup and archival systems, in which case retained data will remain subject to any applicable confidentiality or privacy obligations of this Agreement. Upon expiration or termination of this Agreement, You will immediately cease all use of the Service and any documentation. If You choose to terminate this Agreement early, You will not be permitted to receive any refund of pre-paid fees. The following provisions of this Agreement shall survive termination or expiration of this Agreement: Section 7, 8, 11, 12, 13, and 14. ‍

‍12.  Warranty and Disclaimer
a. Customer Warranties.
You hereby represent that You have all necessary power and authority to enter into this Agreement and to carry out Your obligations hereunder, and that the execution and performance of this Agreement does not and will not conflict with or violate any law or its contractual or other obligations to any third party.

b. Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH HEREIN THE SERVICE IS PROVIDED "AS IS"WITHOUT WARRANTY OF ANY KIND, AND DISTRU DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. DISTRU DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR NETWORK, OR LOSS OF DATA THAT RESULTS FROM USE OF THE SERVICE. DISTRU DOES NOT PROVIDE ANY LEGAL ADVICE, THE SERVICES DO NOT GUARANTEE YOUR COMPLIANCE WITH APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ANY STATE MANDATED TRACK AND TRACE SYSTEMS. YOU, AND NOT DISTRU, ARE SOLELY LIABLE FOR YOUR COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

‍13.  Limitation of Liability
‍DISTRU'S TOTAL LIABILITY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LIABILITY ARISING OUT OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE), WILL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO DISTRU FOR THE SERVICE UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT OF INJURY THAT GAVE RISE TO THE LIABILITY. NEITHER DISTRU NOR ITS LICENSORS SHALL BE LIABLE IN ANY EVENT FOR INDIRECT, SPECIAL INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, OR BUSINESS INTERRUPTION OR THE COST OF ANY SUBSTITUTE PROCUREMENT), ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICES, OR THE CONTENT, INFORMATION CONTAINED ON ANY OR ALL SUCH SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT FORESEEABLE AND EVEN IF DISTRU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

‍14. Miscellaneous‍
‍YOU REPRESENT THAT YOU HAVE COMPLETE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY, THE TERM "YOU" IN THIS AGREEMENT MEANS YOUR COMPANY AND ALL OF ITS EMPLOYEES. This Agreement is between Distru and You and is not for the benefit of any third party, whether directly or indirectly (including, if applicable, any user accessing the Service by means of an account established by You). The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by You except with Distru's prior written consent. This Agreement is freely assignable by Distru to any third party. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in writing signed by both parties, except as otherwise provided herein. Distru reserves the right to modify or add features to the Service at any time. These modifications or new features may be subject to additional terms and/or fees, in the event such additional terms are provided, such additional terms will be incorporated into this Agreement. Distru will inform You of any significant changes to the Service or the terms and conditions of this Agreement that it may make from time to time. No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Distru in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Distru shall not be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond its reasonable control, including, without limitation: fire, storm, explosion, earthquake, power surge or failure, water, drought, acts of God, war, civil commotion or acts of civil or military authorities or public enemies; transportation embargoes; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carrier. This Agreement, together with any other documents incorporated herein by reference and all related Quotes, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, AND ANY SUCH CLAIMS SHALL BE BROUGHT SOLELY ON AN INDIVIDUAL BASIS. Any dispute arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, and each Party consents to the personal jurisdiction thereof with respect to such dispute.

15. Modification of the Agreement

Distru may amend or update these Standard Terms and Conditions at any time from time to time (each a “Revised Version”) by posting revised Standard Terms and Conditions via the Services, and/or other reasonable forms of notice, generally via email where practicable. The Revised Version will be effective as of the time it is communicated but will not apply retroactively. Please review these Standard Terms and Conditions periodically for changes. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any dispute between the parties that arose before the effective date of a Revised Version is governed by the Standard Terms and Conditions (that was in place when the dispute arose.

Appendix A

California Data Processing Addendum
‍Pursuant to the written agreement between the customer specified in the Quote on behalf of itself and its affiliates (“Customer”), and Distru Corp. (“Distru”) (each a “Party”; collectively the “Parties”) titled Standard Terms and Conditions and Quote (“the Agreement”), and in furtherance of obligations under the California Consumer Privacy Act of 2018 (California Civil Code §§ 1798.100 to 1798.199) and its implementing regulations, as amended or superseded from time to time (“CCPA”), the Parties hereby adopt this CCPA Addendum (“Addendum”) for so long as Distru maintains Personal Information. This Addendum prevails over any conflicting terms of the Agreement, but does not otherwise modify the Agreement.

1. Definitions. For the purposes of this Addendum--
‍1.1. The capitalized terms used in this Addendum and not otherwise defined in this Addendum shall have the definitions set forth in the CCPA.

2. Roles and Scope.
‍2.1. This Addendum applies to the collection, retention, use, disclosure, and other processing of Personal Information provided by Customer or which is collected on behalf of Customer by Distru (“the Personal Information”) to provide Services to Customer pursuant to the Agreement or to perform a Business Purpose.

2.2. Customer is a Business and appoints Distru as a Service Provider to process the Personal Information on behalf of Customer.

3. Restrictions on Processing.
3.1. Distru is prohibited from retaining, using, or disclosing the Personal Information for any purpose other than for the specific purpose of performing the Services specified in the Agreement for Customer, as set out in this Addendum, or as otherwise permitted by the CCPA.

3.2. Distru shall not further collect, sell, or use the Personal Information except as necessary to perform the Business Purpose. For the avoidance of doubt, Distru shall not use the Personal Information for the purpose of providing services to another person or entity, except that Distru may combine Personal Information received from one or more entities to which it provides similar services to the extent necessary to detect data security incidents, or protect against fraudulent or illegal activity.

‍4. Notice.
4.1. Customer represents and warrants that it has provided notice that the Personal Information is being used or shared consistent with Cal. Civ. Code 1798.140(t)(2)(C)(i).

5. Consumer Rights.
‍5.1. Distru shall provide reasonable assistance to Customer in facilitating compliance with Consumer rights requests.
‍
5.2. Upon direction by Customer, and in any event no later than 30 days after receipt of a request from Customer, Distru shall promptly delete the Personal Information as directed by Customer.
‍
5.2.1. Distru shall not be required to delete any of the Personal Information to comply with a Consumer’s request directed by Customer if it is necessary to maintain such information in accordance with Cal. Civ. Code 1798.105(d), in which case Distru shall promptly inform Customer of the exceptions relied upon under 1798.105(d) and Distru shall not use the Personal Information retained for any other purpose than provided for by that exception.

6. Deidentified Information.
‍6.1. In the event that either Party shares Deidentified Information with the other Party, the receiving Party warrants that it: (i) has implemented technical safeguards that prohibit reidentification of the Consumer to whom the information may pertain; (ii) has implemented business processes that specifically prohibit reidentification of the information; (iii) has implemented business processes to prevent inadvertent release of Deidentified Information; (iv) will make no attempt to reidentify the information.

7. Mergers, Sales, or Other Asset Transfers.
‍7.1. In the event that either Party transfers to a Third Party the Personal Information of a Consumer as an asset that is part of a merger, acquisition, bankruptcy, or other transaction in which the Third Party assumes control of all or part of such Party to the Agreement, that information shall be used or shared consistently with applicable law. If a Third Party materially alters how it uses or shares the Personal Information of a Consumer in a manner that is materially inconsistent with the promises made at the time of collection, it shall provide prior notice of the new or changed practice to the Consumer.

‍