Please read these Terms of Service (“Terms”, “Terms of Service”) carefully before using the https://distro.io? Website (the “Service”) operated by Distro, LLC (“us”, “we”, or “our”).

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.

When you create an account with us, you guarantee that you are 18 or older, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may nust use as a username nay name that is offensive, vulgar or obscene.

The Service and its original content, features and functionality are and will remain the exclusive property of Distro, LLC and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Distro, LLC.

Distro makes no claim to ownership of any intellectual property developed, created, or shared through the Distro marketplace. Furthermore, no Distro candidate user shall make any claim to ownership, rights, access, or security of any intellectual property owned by a Distro customer.

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Cause for termination may include, but not limited to, failed payment of 14 days or more, disclosure of compensation, solicitation and hiring of users in Distro without Distro’s prior written consent, using Distro users to find and hire other users outside of Distro, abuse or improper use of any other terms found in the Distro Terms and Conditions.

Failed payments of 14 days or more will incur a 5% late fee, monthly.

Customers may cancel only with a 30 day notice for services altogether or per candidate they have hired in the Distro application. The period of 30 days starts from the termination of a candidate user on the candidate user profile.

In the event that breach of terms occurs, Distro will be entitled to collect the annualized value of the monthly invoices. Distro will also be entitled to collect legal fees incurred in the collection process.

You agree to defend, indemnify and hold harmless Distro, LLC and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password, or b) a breach of these Terms.

In no event shall Distro, LLC, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the SErvice; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

Distro, LLC, its subsidiaries, affiliates, and its licensors do not have warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the SErvice will meet your requirements. 

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

These Terms shall be governed and construed in accordance with the laws of Utah, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service. 

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

By utilizing our services, you agree to grant Distro, LLC authorization to initiate debt entires to the designated bank account provided for the purpose of Distro services. This authorization remains in effect until a minimum of sixty (60) days written notice is given to Distro, LLC and any modifications to this agreement will be communicated through our website’s terms and conditions.

By clicking to accept the Terms of Service on the Site or by continuing to use the Site or the Site Services on or after the effective date noted above, you accept and agree to the Terms of Service. To the extent permitted by applicable law and except as otherwise provided in the Terms of Service, we may modify the Terms of Service without prior notice to you, and any revisions to the Terms of Service will take effect when posted on the Site unless otherwise stated. However, we will provide advance notice of any increase in prices or fees affecting current Users. Please check the Site often for updates.

You must pay the contracted candidate fees, if any, through your established payment method. Each contracted candidate fee, if any, and each Flat Payment Processing Fee, if applicable, covers a monthly billing period beginning on the date that you first make payment and ending one month later. You irrevocably authorize and instruct us to automatically charge the fees for the selected candidates and their associated fee, if any, to your payment method on file at the beginning of each billing period. This authorization will remain in full force and effect as long as the client has active, hired candidates in Distro, otherwise notify us that you wish to revoke your authorization by contacting support@distro.io, or cancel your Account.

You can add or remove contracted candidates at any time. A minimum of thirty (30) days notice is required for each candidate hired. You will have the option to either issue severance or retain the amount as credit for future invoices for one year. A minimum of sixty (60) days written notice is required to cancel all services, altogether.

If and to the extent permitted by Distro in its sole discretion, Users may pay Contracted Candidate Fees, Payment Processing Fees, and other fees owed under the Terms of Service from their designated bank accounts. Subject to Distro’s eligibility requirements, if you elect to pay Contracted Candidate Fees or any other amounts owed under the Terms of Service via ACH transfers from your designated bank account, you hereby authorize us to electronically debit your designated bank account via ACH for such amounts pursuant to the Terms of Service, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers will remain in full force and effect until you notify us that you wish to revoke your authorization by contacting support@distro.io. You understand that we require at least five (5) business day’s prior notice in order to cancel your authorization for ACH transfers. 

You must notify us of any change in your designated bank account’s information at least ten (10) business days before any such change by updating you bank account information in your Profile or by contacting support@distro.io. If we do not receive notice at least ten (10) days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit performed pursuant to your authorization provided in the Terms of Service. However, we assume no responsibility for our failure to do so.

You may view a history of your Account transactions by logging in to the Site. You are solely responsible for promptly reconciling your Account transaction history (each, an “Error”) within 30 days of when the Error could be viewed in your Account transaction history on the site. If you do not notify us of the Error within 30 days of when the Error could be viewed in your Account transaction history on the Site, you will forfeit the right to contest the Error, except to the extent such forfeiture is prohibited by applicable law or the NACHA rules.

Subject to the foregoing notice requirement: (a) if and to the extent an Error is caused by us, we will correct the Error and (b) if an Error is caused by you, we may, but are under no obligation to, attempt to correct the Error and will offset any costs we incur from any funds returned to your bank account or your Client Escrow Account, as applicable.

Distro customers agree to not solicit Distro developers to contract work either part-time or full-time or project-based outside of Services provided by Distro. Customers may not send payments directly to developers for any reason. In the event that a customer reaches out to solicit work directly outside of the Distro services, Distro may sever services wholly and immediately. This agreement will remain in effect for three (3) years from the termination date and effective until the candidate is not actively working in Distro. Inquiring or disclosing candidate compensation is solicitation. In the event that any solicitation that causes damage to the existing customer invoice or relationship occurs, Distro will be entitled to collect the annualized value of the monthly invoices. Distro will also be entitled to collect legal fees incurred in the collection process.

The terms of this Service Agreement commences on the Service Order Effective Date and continues on a monthly basis set to renew each month. This Service Order shall automatically renew for provision of the Renewable Services specified in the above services description and fees for a continuous month to month period (each, a “Renewal Term”) unless: (i) Customer provides written notice to Distro via email to support@distro.io sixty (60) days before the end date of the Initial Term or any Renewal Term of Customer’s intention not to renew services; (ii) Customer provides written notice to Distro via email to support@distro.io thirty (30) days before the end date of the Initial Term or any Renewal Term, as applicable. The initial Term together with any Renewal Terms shall be considered the “Service Order Term”.

Annual ten percent (10%) raise will take effect on the first payroll run after a Distro candidate completes their anniversary each year. Customer can provide more than the ten percent (10%) standard raise, if they choose. The customer and candidate will be notified one (1) month prior and one (1) week prior to the raise effective date.

By Creating an account in Distro, you agree to all the terms and conditions herein. Your access to and use of the User Agreement is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the User Agreement. User Agreement provided under this User AgreementUser Agreement are provided pursuant to the Distro Subscription Agreement, the terms and conditions of which are set forth at https://distro.io/terms-and-conditions/ (the “Agreement”), and are incorporated into this User Agreement. This User Agreement is intended to supplement the Agreement and is subject in all respects to the terms of the Agreement. In the event of any direct conflict between the terms of this User Agreement and the Agreement, the terms of this User Agreement shall govern to the extent of the conflict. Capitalized terms used in this User Agreement but not defined herein shall have the meanings given in the Agreement. 

Candidate acknowledges that this role is a remote position with a minimum of 40 hours per week performed, unless agreed upon or a part-time position. Candidate makes no claim on employment status, benefits, or any tax liability implications regardless of country, county, and city of origin. 

Distro candidates agree to not solicit Distro developers to contract work either part-time or full-time or project-based outside of User Agreement provided by Distro. 

Candidates may not recruit on behalf of the customer unless done through the Distro application itself. Where applicable, Candidates may receive compensation for referring other candidates through the Distro application. Candidates recruiting and hiring on behalf of the customer outside of Distro may be cause for immediate termination as it violates the termination clause. 

Candidates may not receive payments directly or indirectly from a customer for any reason. In the event that a customer reaches out to solicit work directly or indirectly outside of the Distro User Agreement, Distro may sever this agreement wholly and immediately. (Unless otherwise set out by the terms set out by this Agreement and/or its addendum(s). Distro Candidates agree to not ask, infer, or investigate the personal pay amount received by any other candidates or the price customers pay for each candidate through Distro. Violation of this may cause immediate cancellation of the User Agreement. 

Candidate shall provide payment authorization to Distro prior to the start of User Agreement provided by Distro. Payment authorizations include partners such as Stripe, Wise, and Payoneer. Upon accepting a job offer from a Distro customer, candidate will be issued payment by the 5th of each month for work performed the prior month. 

Disclosing compensation or inquiring about compensation to the Client is solicitation. In the event that solicitation or circumvention have occurred, Distro may hold payments until an investigation is completed. 

Candidate is required to provide a thirty (30) day written notice to support@distro.io if they wish to stop working for the Client.