TERMS OF SERVICE

1. Parties

This Agreement is entered into between dstribute Software Solutions Inc. (“dstribute.io,” “Vendor,” “we,” or “us”) and Your Company Name, the entity or individual accepting these terms (“Client” or “you”).

This Agreement governs Client’s access to and use of the dstribute.io software platform, including job distribution tools, compliance tracking services, AI-assisted content features, candidate and business data services, contact information services, data discovery tools, and related products and functionality, collectively referred to as the “Services.”

For purposes of this Agreement, “dstribute-data” means Vendor’s data discovery, candidate sourcing, contact information, business intelligence, hiring intelligence, prospecting, and related data services.

2. Acceptance

By accessing or using the Services, Client agrees to be bound by this Agreement and the Vendor Privacy Policy and Data Processing Addendum (“DPA”).

If Client is entering into this Agreement on behalf of an organization, Client represents that they have the authority to bind that organization.

If Client does not agree to these terms, Client must not access or use the Services.

3. Scope of Services

dstribute.io provides a cloud-based technology platform designed to assist organizations with distributing job postings, tracking posting activity, generating documentation related to recruitment compliance, identifying potential candidates, obtaining candidate contact information, identifying prospective business opportunities, discovering organizations with hiring activity, and supporting authorized recruiting and business development activities.

Vendor responsibilities may include:

  • transmission of job postings through Vendor systems

  • logging and reporting posting activity

  • providing dashboards and documentation generated within the platform

  • aggregating, organizing, normalizing, enriching, or presenting candidate and business information

  • providing access to candidate contact information where available

  • providing business intelligence and prospective client information

  • providing hiring, employment, company, or other commercially relevant data

  • providing search, filtering, matching, enrichment, and data discovery functionality.

Vendor does not control and is not responsible for:

  • moderation or rejection decisions by third-party job boards

  • platform policy changes

  • API availability or failures

  • candidate behavior or hiring outcomes

  • recipient responses to communications

  • regulatory interpretations

  • audit determinations

  • processes occurring outside Vendor systems

  • the accuracy or continued validity of third-party data

  • changes to candidate or business contact information

  • actions taken by Client after obtaining data from the Services.

Vendor does not guarantee job posting acceptance, visibility, display duration, response rates, candidate volume, hiring outcomes, business development results, candidate availability, contactability, conversion rates, or the accuracy or completeness of any data element supplied through the Services.

4. License Grant

Subject to this Agreement and payment of applicable fees, Vendor grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the applicable subscription term.

Client may not:

  • copy, reverse engineer, modify, or create derivative works of the Services

  • resell or sublicense the Services without Vendor permission

  • attempt to bypass usage limits or system protections

  • systematically extract, download, reproduce, or create a competing database from information made available through the Services

  • resell, license, publish, redistribute, or otherwise commercially provide dstribute-data information to a third party unless expressly authorized in writing by Vendor.

5. Third-Party Platforms and Job Boards

The Services may interact with third-party platforms, including job boards, aggregators, APIs, public data sources, licensed data sources, and other data providers.

These platforms and sources are not controlled by Vendor.

Vendor is not responsible for:

  • job posting rejection

  • moderation decisions

  • posting removal

  • API outages

  • platform policy changes

  • posting visibility changes

  • platform bans or restrictions

  • changes to third-party data

  • inaccuracies originating from third-party sources

  • removal or modification of information by an originating source.

Client acknowledges that third-party platform behavior, availability, policies, and data may change without notice and may impact the Services.

6. AI Tools Disclaimer

Certain Services may include AI-assisted features for generating job descriptions, analyzing information, identifying potential candidates or companies, matching records, summarizing data, or generating related content.

AI-generated content and AI-assisted recommendations are probabilistic and may contain inaccuracies, omissions, or unintended language.

Client is solely responsible for reviewing, editing, validating, and approving AI-generated content or recommendations prior to publication, communication, employment decisions, business decisions, or other use.

Vendor makes no representation or warranty regarding:

  • accuracy

  • regulatory compliance

  • employment law compliance

  • suitability for hiring purposes

  • suitability of a candidate

  • likelihood of candidate interest

  • suitability of a prospective client

  • likelihood of a business opportunity.

Vendor shall not be liable for claims arising from Client’s publication, reliance upon, or use of AI-generated or AI-assisted content.

7. Client Responsibilities

Client is solely responsible for:

  • accuracy and legality of job postings

  • compliance with employment laws

  • compliance with OFCCP requirements

  • internal documentation and audit preparation

  • secure management of platform credentials

  • lawful use of candidate and business data

  • communications initiated using information obtained through the Services

  • maintaining required unsubscribe, opt-out, suppression, and consent processes

  • determining whether a communication is legally permitted

  • compliance with applicable privacy, marketing, telecommunications, employment, and data protection laws.

Client represents that job postings submitted through the Services comply with all applicable laws, including equal employment opportunity and anti-discrimination laws.

Vendor does not review postings, communications, marketing campaigns, recruiting campaigns, or Client data-processing activities for legal compliance.

8. Acceptable Use

Client agrees not to use the Services to:

  • publish unlawful, fraudulent, or misleading job postings

  • publish discriminatory or illegal hiring criteria

  • engage in unlawful spam or unsolicited communications

  • circumvent job board or third-party platform policies

  • scrape or extract Vendor platform data except through functionality expressly provided by Vendor

  • attempt to interfere with platform operations

  • harass, threaten, deceive, discriminate against, or unlawfully contact any individual

  • use information obtained through the Services for purposes unrelated to legitimate recruitment, talent acquisition, employment opportunities, candidate engagement, or authorized business development

  • sell, rent, license, publish, or redistribute candidate or business contact information obtained through dstribute-data

  • use the Services to create, enhance, or maintain a competing commercial data product

  • knowingly contact individuals who have opted out of communications where such contact would violate applicable law

  • use false identities, misleading sender information, deceptive subject lines, or fraudulent representations

  • use dstribute-data for credit eligibility, insurance eligibility, housing eligibility, or other regulated eligibility determinations

  • use candidate data to make unlawful discriminatory employment decisions.

Vendor may suspend or terminate access for violations of this Acceptable Use section.

9. dstribute-data Candidate and Business Data Services

9.1 Nature of dstribute-data

dstribute-data provides access to information that may include:

  • candidate names

  • professional histories

  • job titles

  • employment information

  • skills and experience

  • professional profiles

  • email addresses

  • telephone numbers

  • other available contact information

  • company names

  • company information

  • hiring activity

  • job openings

  • business contact information

  • professional contact information

  • prospective client information

  • business development intelligence

  • related employment, candidate, company, or market data.

Information may originate from public sources, commercially available sources, licensed data providers, third-party platforms, data enrichment providers, aggregated sources, or other legally accessible sources.

9.2 Permitted Candidate Data Use

Candidate information obtained through dstribute-data may only be used for legitimate recruiting, talent acquisition, employment opportunity, candidate sourcing, candidate engagement, and directly related professional purposes.

Candidate contact information may be used to communicate bona fide employment opportunities or legitimate recruitment-related communications reasonably relevant to the recipient’s professional background.

Client shall not use candidate information for unrelated consumer marketing, personal purposes, harassment, surveillance, discriminatory purposes, or any unlawful purpose.

9.3 Permitted Business Development Data Use

Business and professional contact information obtained through dstribute-data may be used for legitimate business-to-business activities, including identifying prospective clients, identifying organizations that may have hiring requirements, communicating staffing or recruiting services, developing commercial relationships, and other lawful business development purposes related to Client’s business.

Client remains responsible for determining whether and how such individuals or organizations may lawfully be contacted.

9.4 Outreach and Communications

Client acknowledges that access to an email address, telephone number, professional profile, or other contact information does not itself constitute consent to receive every form of communication.

Client is solely responsible for ensuring that all communications made using information obtained through dstribute-data comply with applicable laws, regulations, and industry requirements.

Depending upon the method of communication and jurisdiction, these may include requirements relating to:

  • commercial email

  • telephone communications

  • SMS or text messaging

  • automated communications

  • telemarketing

  • privacy

  • data protection

  • direct marketing

  • employment solicitation.

Vendor does not authorize Client to initiate communications that would otherwise be unlawful.

9.5 Unsubscribe and Opt-Out Requirements

Client must provide appropriate and legally compliant methods for recipients to unsubscribe, opt out, or request that communications cease where required by applicable law.

Where an individual opts out or requests that communications cease, Client is responsible for:

  • honoring the request within the legally required period

  • maintaining appropriate suppression records

  • preventing further communications where required

  • ensuring Client’s employees, contractors, systems, and communication platforms honor the request.

Client may retain the minimum information reasonably necessary to maintain a suppression record where permitted by applicable law.

Client shall not use dstribute-data to circumvent an unsubscribe, opt-out, do-not-contact, or suppression request previously received by Client.

9.6 Data Accuracy

Candidate and business information changes frequently.

Vendor does not warrant that any data provided through dstribute-data is complete, current, error-free, or accurate.

Information such as:

  • employment status

  • employer

  • job title

  • telephone number

  • email address

  • location

  • professional qualifications

  • hiring activity

  • company information

may change without notice.

Client is responsible for independently validating information where accuracy is material to Client’s intended use.

9.7 No Representation of Candidate Interest

The presence of an individual within dstribute-data does not mean that the individual:

  • is actively seeking employment

  • has applied for a position

  • has consented to representation by Client

  • has consented to receive communications through every channel

  • is interested in a particular opportunity

  • has authorized Vendor to represent them

  • meets Client’s employment requirements.

Client is responsible for establishing candidate interest and obtaining any authorization, consent, or representation agreement required for Client’s recruitment process.

9.8 No Representation of Business Interest

The presence of a company, hiring manager, professional contact, job opening, or other business information within dstribute-data does not mean that the organization or individual:

  • has requested Client’s services

  • has agreed to receive marketing communications

  • intends to engage a staffing or recruitment provider

  • has authorized Vendor to act on its behalf

  • will respond to Client communications.

9.9 Prohibition on Data Resale and Redistribution

Unless expressly authorized in writing by Vendor, Client may not:

  • resell dstribute-data

  • sublicense dstribute-data

  • publish dstribute-data

  • provide bulk dstribute-data records to third parties

  • operate a data brokerage service using dstribute-data

  • create a competing candidate or business database from dstribute-data

  • permit unaffiliated third parties to access dstribute-data using Client’s account.

Client may enter relevant candidate and business records into its own ATS, CRM, recruiting, marketing, or business systems for Client’s authorized internal use.

9.10 Data Mining and Automated Use

Client may use search, filtering, enrichment, matching, export, integration, API, automation, and other functionality expressly made available through dstribute-data.

Client may not use bots, crawlers, scripts, scraping tools, automated extraction tools, or other methods not expressly authorized by Vendor to circumvent usage restrictions, export limits, access controls, or technical protections.

Vendor may impose reasonable usage, export, API, enrichment, search, or record limits to protect the Services and third-party data rights.

9.11 Sensitive and Regulated Uses

Unless expressly permitted by applicable law and authorized by Vendor in writing, Client shall not use dstribute-data to determine eligibility for:

  • consumer credit

  • insurance

  • housing

  • government benefits

  • other consumer eligibility decisions regulated under applicable consumer reporting laws.

dstribute-data is not intended to operate as a consumer reporting agency or to provide consumer reports for purposes regulated by the Fair Credit Reporting Act.

Client shall not represent otherwise.

9.12 Client Compliance Responsibility

Client is the party determining the purpose and method of its outreach and is solely responsible for its use of information obtained through dstribute-data.

Client is responsible for complying with all laws applicable to its activities, which may include, depending on Client’s location, recipient location, communication channel, and activity:

  • privacy and data protection laws

  • commercial email laws

  • telemarketing laws

  • telephone and SMS regulations

  • employment laws

  • anti-discrimination laws

  • consumer protection laws

  • state privacy laws

  • applicable international privacy requirements.

Client should obtain its own legal advice regarding its specific use of candidate or business data.

Vendor does not provide legal advice.

9.13 Data Subject Requests

If Client receives a valid privacy, deletion, access, correction, objection, restriction, or similar request relating to information Client has obtained from dstribute-data, Client is responsible for responding to that request to the extent required by applicable law.

Where appropriate and reasonably possible, Vendor will cooperate with Client regarding requests specifically relating to information maintained within Vendor systems, subject to the Vendor Privacy Policy and DPA.

9.14 Misuse of Data

Misuse of candidate or business data constitutes a material breach of this Agreement.

Misuse includes, without limitation:

  • unlawful mass messaging

  • unlawful automated calling or texting

  • harassment

  • ignoring legally valid opt-out requests

  • unauthorized resale

  • unauthorized redistribution

  • deceptive communications

  • fraudulent use

  • discriminatory use

  • unlawful profiling

  • circumventing Vendor usage restrictions

  • using information for prohibited regulated purposes

  • knowingly violating applicable privacy or communications laws.

Vendor may immediately restrict, suspend, or terminate access to dstribute-data where Vendor reasonably believes Client’s activity creates legal, regulatory, reputational, security, contractual, or third-party data-provider risk.

Vendor may also restrict exports, API access, enrichment services, contact reveals, or other data functionality while it investigates suspected misuse.

9.15 Consequences of Misuse

Client acknowledges that the misuse of candidate or business information may expose Client to regulatory investigations, civil claims, statutory damages, penalties, platform restrictions, communications provider restrictions, or other legal consequences.

Client is solely responsible for consequences resulting from Client’s unlawful or unauthorized use of information obtained through the Services.

Vendor reserves all rights and remedies available under this Agreement and applicable law in response to misuse.

10. Fees, Billing, and Payment

Client agrees to pay all fees associated with the Services as described in the applicable order form, subscription plan, pricing schedule, or service agreement.

Unless otherwise agreed in writing, all platform subscription fees, dstribute-data fees, data usage charges, contact reveal charges, enrichment charges, transactional fees, overage charges, and applicable taxes shall be automatically billed to a valid credit card on file with Vendor.

Client authorizes Vendor to charge the credit card on file for all recurring subscription fees, usage-based fees, service charges, renewal fees, overage charges, data charges, and any other amounts owed under this Agreement.

Vendor may process charges on a recurring basis, including monthly, upon usage, or upon renewal of subscription periods, depending on the applicable service plan.

Client is responsible for maintaining up-to-date payment information at all times. Failure to maintain a valid payment method may result in suspension of Services.

If a credit card charge fails or is declined, Vendor may retry the charge using the payment method on file. Vendor reserves the right to suspend or restrict access to the Services until payment is successfully processed.

Client agrees not to improperly dispute or charge back legitimate charges incurred under this Agreement.

OFCCP Annual Compliance Services

OFCCP compliance services are billed annually in advance unless otherwise agreed in writing. These services may be invoiced separately and are not required to be paid via credit card unless mutually agreed upon by the parties.

Subscription Term and Automatic Renewal

Client subscriptions automatically renew for successive terms equal to the original subscription period unless canceled at least thirty (30) days prior to the end of the initial term or any renewal period.

Vendor may charge the payment method on file for applicable renewal fees unless the subscription is canceled within the required notice period.

Usage Limits and Overage Charges

Certain Services, including dstribute-data, may include usage limits or quotas relating to searches, contact reveals, exports, enrichment, API calls, records, users, or other functionality.

If Client exceeds applicable usage limits, Vendor may charge additional fees in accordance with the then-current pricing schedule.

Client authorizes Vendor to charge the payment method on file for any overage charges incurred.

Pricing Adjustments

Vendor reserves the right to adjust pricing for the Services upon renewal of a subscription term. Vendor will provide reasonable advance notice of any pricing changes prior to the renewal date.

Late or Failed Payments

Vendor reserves the right to:

  • suspend or terminate Services for non-payment

  • charge reasonable collection costs incurred in recovering overdue balances

  • require prepayment or alternative billing arrangements for continued access to the Services.

Refund Policy

Except where required by law, all fees paid under this Agreement are non-refundable.

11. Changes to Services

Vendor may modify or enhance the Services at any time.

Vendor may add, modify, replace, restrict, or discontinue individual data sources, data providers, search functionality, enrichment providers, job boards, APIs, or integrations as necessary for operational, contractual, regulatory, or commercial reasons.

If a material reduction in core functionality occurs, Vendor will provide thirty (30) days’ notice where reasonably practicable.

Client’s sole remedy for such material reduction is a pro rata refund of prepaid unused fees.

12. Suspension and Termination

Vendor may suspend or terminate access to the Services for:

  • violation of this Agreement

  • misuse of the platform

  • misuse of candidate or business data

  • violation of opt-out or suppression requirements

  • unauthorized data resale or redistribution

  • suspected unlawful outreach

  • excessive AI usage

  • non-payment

  • legal or regulatory risk

  • security risk

  • reputational risk to Vendor

  • third-party data-provider restrictions

  • third-party platform restrictions.

Where Client’s use of dstribute-data creates an immediate legal, regulatory, security, privacy, contractual, or reputational risk, Vendor may suspend access immediately without prior notice.

Client may terminate the Agreement at the end of the subscription term by providing written notice in accordance with this Agreement.

13. Security and Data Protection

Vendor maintains commercially reasonable administrative, technical, and physical safeguards appropriate for a SaaS platform of its size and nature.

Vendor does not represent that it maintains SOC 2 certification.

Vendor will notify Client without unreasonable delay after confirmation of a Security Incident involving Client Personal Data.

Client is responsible for implementing appropriate safeguards around data exported from the Services, including candidate and business contact information.

Once information is exported, transferred, downloaded, copied, synchronized, or transmitted from Vendor systems into Client-controlled systems, Client is responsible for the security and lawful processing of that information.

Vendor’s liability related to any security incident is subject to the Limitation of Liability below.

14. Service Availability

Vendor will use commercially reasonable efforts to maintain platform availability.

However, the Services are provided on an “as available” basis.

Vendor does not guarantee uninterrupted service availability.

Downtime may occur due to maintenance, infrastructure issues, third-party service failures, data-provider failures, API failures, or internet disruptions.

The availability of specific candidate records, contact details, business records, data sources, enrichment providers, or data fields may change at any time.

15. Warranty Disclaimer

To the maximum extent permitted by law, the Services are provided “as is” and “as available.”

Vendor disclaims all warranties, express or implied, including:

  • merchantability

  • fitness for a particular purpose

  • non-infringement

  • accuracy of outputs

  • accuracy or completeness of candidate data

  • accuracy or completeness of business data

  • accuracy of contact information

  • candidate availability or interest

  • prospective client interest

  • response or conversion rates

  • regulatory compliance

  • availability of third-party platforms

  • continued availability of any specific data source.

16. OFCCP Compliance Services

Vendor provides job posting transmission, tracking, and reporting tools designed to assist Client in demonstrating good faith recruitment efforts.

Vendor does not provide legal advice and does not guarantee audit success or regulatory compliance.

Use of the Services alone does not satisfy any legal or regulatory requirement.

17. Indemnification

Client agrees to indemnify, defend, and hold Vendor, its affiliates, officers, directors, employees, contractors, licensors, and data providers harmless from claims, demands, proceedings, damages, liabilities, penalties, fines, costs, and reasonable legal fees arising from or relating to:

  • Client job postings

  • employment law violations

  • discrimination claims

  • regulatory enforcement actions

  • misuse of the Services

  • publication of AI-generated content

  • Client’s use of candidate information

  • Client’s use of business development information

  • Client communications with candidates or business contacts

  • email, telephone, SMS, or other outreach initiated by Client

  • failure to honor unsubscribe or opt-out requests

  • violation of applicable privacy or communications laws

  • unauthorized resale or redistribution of data

  • unlawful processing of personal information

  • information exported from the Services and subsequently stored or processed within Client systems

  • Client’s breach of Sections 8 or 9 of this Agreement.

Vendor’s indemnification obligations, if any, are limited to direct third-party intellectual property infringement claims arising solely from Vendor’s core platform.

18. Limitation of Liability

To the maximum extent permitted by law, Vendor shall not be liable for:

  • indirect damages

  • incidental damages

  • consequential damages

  • lost profits

  • lost revenue

  • lost data

  • reputational harm

  • business interruption

  • unsuccessful recruiting outreach

  • unsuccessful business development outreach

  • inaccurate candidate or business information

  • communications made by Client using information obtained through the Services

  • Client’s violation of privacy, employment, marketing, telecommunications, or other applicable laws.

Vendor’s total aggregate liability under this Agreement shall not exceed the total fees paid by Client during the three (3) months preceding the claim, excluding any third-party advertising, data-provider, enrichment, or media fees.

Vendor shall not be liable for:

  • third-party platform behavior

  • third-party data-provider behavior

  • regulatory outcomes

  • audit determinations

  • Client misuse of Services

  • Client misuse of candidate or business data

  • recipient complaints resulting from Client communications

  • AI-generated content

  • events beyond Vendor’s control.

19. Confidentiality

Each party may receive confidential information from the other party.

Confidential information includes non-public business, technical, financial, or operational information.

Each party agrees to protect such information using reasonable care and to use it solely for purposes of performing under this Agreement.

Client account credentials, API credentials, usage information, and non-public Vendor technology and methodologies are Vendor Confidential Information.

These obligations survive termination.

20. Data Rights and Ownership

Vendor and its licensors retain all rights, title, and interest in and to the Services, platform, software, technology, data structures, compilation, methodologies, algorithms, interfaces, and intellectual property.

Nothing in this Agreement transfers ownership of Vendor’s database, underlying datasets, data compilation, technology, or intellectual property to Client.

Client’s right to use information accessed through dstribute-data is a limited right subject to this Agreement and does not constitute the sale or transfer of Vendor’s database or intellectual property.

Client retains ownership of information lawfully provided by Client to Vendor, subject to the rights reasonably necessary for Vendor to provide the Services.

21. Force Majeure

Neither party shall be liable for delay or failure in performance caused by events beyond reasonable control, including natural disasters, war, terrorism, labor disputes, governmental actions, internet outages, infrastructure failures, data-provider outages, or third-party platform failures.

22. Assignment

Client may not assign this Agreement without Vendor’s written consent.

Vendor may assign this Agreement in connection with a merger, acquisition, corporate reorganization, financing, or sale of assets.

23. Governing Law

This Agreement shall be governed by the laws of the State of California, without regard to its conflict-of-law principles.

24. Arbitration and Class Action Waiver

Any dispute arising from or relating to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association, except to the extent applicable law prohibits mandatory arbitration of a particular claim.

Client agrees that disputes will be resolved on an individual basis and waives any right to participate in a class action or class arbitration to the maximum extent permitted by law.

Nothing in this section prevents Vendor from seeking temporary, preliminary, or permanent injunctive relief to protect its intellectual property, confidential information, data rights, platform security, or prevent unauthorized use or redistribution of the Services or dstribute-data.

25. Survival

Any provisions that by their nature should survive expiration or termination of this Agreement shall survive, including provisions relating to confidentiality, data rights, intellectual property, payment obligations, prohibited data use, indemnification, limitation of liability, dispute resolution, and restrictions on resale or redistribution of dstribute-data.

Termination of Client’s subscription does not relieve Client of its obligations regarding candidate or business information previously obtained through the Services.

26. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings relating to the Services.

If there is a conflict between this Agreement and an applicable order form or separately executed service agreement, the separately executed document shall control only to the extent it expressly states that it modifies this Agreement.