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 20th 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: $750/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 and customer relations (the “Distru Platform”).
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) subject to any limitations or restrictions in this Agreement. You acknowledge that Distru retains exclusive ownership throughout the world of the Service, any portions thereof, and copies, emulations, modifications, enhancements and derivative works thereto, including all intellectual property rights therein. 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.
Distru makes no guarantees as to the continuous availability of the Service or of any specific feature(s) of the Service. Distru will provide Support Services in accordance with the applicable Quote. Distru has no obligation to provide You with upgrades, enhancements, modifications, or other support unless specifically contracted for.
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 perpetual worldwide, non-exclusive, irrevocable, 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 and to use your User Content in an anonymized and aggregate form 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.
You may, but are not obligated to, provide Distru with information, suggestions, or other feedback with respect to the Service (“Feedback”). You hereby grants 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.
6. 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 than aforementioned personnel and any legal bodies, 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.
7. 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, Distru reserves the right to terminate Your access to the Service immediately without any obligation to return Your data.
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 inimmediate 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 firstname.lastname@example.org. Notice of any fee changes requires 90 days notice.
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.
8. 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.
9. 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.
This Agreement will be in effect for the duration of an Initial Term of 1 year, 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.
You may terminate this Agreement by emailing us at email@example.com. Distru, in its sole discretion, may terminate your use of the Service if You fail to comply with this Agreement.
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. Distru may, but is not obligated to, delete archived data, but will not do so until one year after the termination 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 6, 7, 10. C, 11, 12, 13, and 13.
11. 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.
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.
12. 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 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 LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, OR INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THE COST OF ANY SUBSTITUTE PROCUREMENT), WHETHER OR NOT FORESEEABLE AND EVEN IF DISTRU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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 modification or new feature 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. 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. 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
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 sale 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.2.3. Distru’s collection, retention, use, disclosure, or sale of Personal Information for its own purposes independent of Customer’s use of the Services specified in the Agreement are outside the scope of this Addendum.
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.
4.1. 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.