# distribution brand terms Version 2. It takes effect when it is published in the distribution workspace. ## 1. Who these terms are between These terms are between Distribution Tech, Inc., a Delaware corporation that operates distribution ("distribution", "we", "us"), and the company that signs a plan ("you"). They apply to every plan you approve in the distribution workspace at app.distribution.tech. ## 2. Definitions - **Plan:** a dated list of placements, each with a channel, format, date and one all-in price, plus a plan total. - **Placement:** one unit of distribution in a plan, for example one sponsored post by one creator. - **Creator:** the person or business behind a placement, including their accounts, shows, lists or communities. - **Introduced creator:** any creator shown to you through distribution, in a plan, a creator card, a swap or after your plan is paid, whether or not you book them. - **Approve:** your acceptance of a plan in the workspace. Approving a plan is signing an order for it under these terms. ## 3. Plans, approval and the signed order 3.1 A plan is an offer from us, open until you approve it, withdraw it or it changes. Each plan carries a version and a fingerprint of its placements, dates and prices. 3.2 When you approve, we record the plan version, its fingerprint, the version of these terms, the person who approved and the time. That record is the order. 3.3 A signed plan does not change without a new approval, except through an edit or a swap under section 6. ## 4. Prices 4.1 Each placement has one all-in price that covers the placement itself and our work to plan, run and prove it. The plan total is the amount shown in the plan, including any fee or complexity adjustment the plan lists. 4.2 The price on a signed placement does not change after you approve, including when you swap it (section 6). ## 5. Payment 5.1 Payment starts when you approve. You pay by card or US bank account (ACH) for plans up to $10,000, and by US bank account for plans above $10,000. Where we have agreed invoicing with you in writing, you may pay by invoice instead, on the terms stated on the invoice. 5.2 Creators are booked only after your payment has cleared. A card payment clears at once; a bank payment usually clears in about four business days. Placement dates in your plan assume this. 5.3 After you approve, we hold the placements for a limited time shown in the workspace while payment completes, including after a failed payment or for an accepted invoice. If payment has not cleared when the hold ends, the hold lapses and the placements may no longer be available. Resuming a lapsed plan depends on availability and unchanged prices. 5.4 Payments are processed by Stripe, our payment processor. ## 6. Creator names, edits and the swap window 6.1 Each placement shows the creator's name and handle, the audience it reaches, its reach band and its vetting record before you approve, and before any payment. 6.2 You may edit a signed plan until your payment moves or a creator in it is booked, whichever comes first. An edit opens the plan again, and the edited plan is a new version you approve under these terms. 6.3 For plans built in the workspace, for 48 hours from when your payment starts you may swap each placement once for one of the alternates we offer for it, at the same signed price or less, at no charge. Plans that list their placements without alternates have no swap window. A swap is recorded with its time and the person who made it. A cheaper alternate does not change the amount paid. ## 7. Non-circumvention 7.1 For 12 months from the later of the most recent placement with a creator or the date they were first introduced to you, you will not book an introduced creator for paid distribution directly, or through another agency, marketplace or intermediary, except through distribution. 7.2 This does not apply to a creator you already worked with before they were introduced, if you declare that relationship to us in writing before you approve the plan that introduces them. 7.3 If you book an introduced creator outside distribution during that period, you will pay us a conversion fee. ## 8. Delivery 8.1 We run each placement as signed: on the date, in the format and at the price in your plan, with the paid-partnership label the platform requires, and live for at least 7 days. 8.2 If a placement does not run as signed, we will, at our choice, run an equivalent placement or credit its price against this plan or a future plan, applied in the way we choose. That is your sole and exclusive remedy for a placement that does not run. 8.3 For every placement we record proof in your workspace: the live link, when it was published and the disclosure it carries. That record is the evidence that the placement ran. 8.4 A placement counts as delivered once it is live as signed, even if the creator or the platform later edits, hides or removes it after the 7 days. ## 9. No guarantee of results 9.1 We sell placements, not outcomes. We do not promise any number of views, impressions, clicks, signups, sales, followers or any other result. Reach bands, audience fit scores and past results shown in the workspace are estimates to help you choose, not promises. 9.2 Results you see in the workspace come from the platforms, the creators and our own measurement, and may be incomplete, delayed or later corrected by their source. ## 10. Creators and platforms 10.1 Creators are independent businesses. They are not our employees, agents or partners, and we do not control what they say or do outside the signed placement. 10.2 Platforms (for example X, Reddit, YouTube, LinkedIn, newsletters and podcast hosts) set their own rules and can change, limit, label or remove content or accounts at any time. We are not responsible for what a platform does, including takedowns, reach changes, outages or policy changes. 10.3 If a creator or platform makes a signed placement impossible before it runs, section 8.2 applies. ## 11. Your content, your claims and your brand 11.1 You supply only creative, claims, logos and assets you own or have the right to use, and you approve them before they go out. 11.2 You are solely responsible for your product, your claims and your creative, including that they are true, lawful and not misleading, and for any regulated claims in your industry (for example financial, health or crypto claims). We may refuse or pause any placement we reasonably think is unlawful, misleading or harmful to us or the creator. 11.3 Creators publish with the disclosures the platform and the law require (for example the FTC endorsement rules). You will not ask a creator to remove, hide or weaken a disclosure. ## 12. Using your name and logo 12.1 If you have completed a signed plan with us, we may show your company name and logo in lists of companies that use distribution, on our website and in our sales and investor materials. 12.2 We will not describe your results, quote you or publish a case study about you without your separate written approval each time. 12.3 You can ask us to stop at any time by writing to crew@distribution.tech, and we will remove your name and logo from our live materials within 30 days. ## 13. Your responsibility to us You will defend and indemnify distribution, its officers, employees and contractors against any third-party claim, loss, fine or cost (including reasonable legal fees) arising from your content, your claims, your product, your breach of these terms or your breach of any law. ## 14. Disclaimer Except as these terms say in writing, distribution and the workspace are provided "as is" and "as available". To the fullest extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement and that the service will be uninterrupted or error-free. ## 15. Limit of liability 15.1 To the fullest extent the law allows, neither party is liable to the other for any indirect, incidental, special, consequential or punitive loss, or for lost profits, revenue, data, goodwill or business opportunity, however caused, even if told it was possible. 15.2 To the fullest extent the law allows, our total liability arising out of or relating to a plan is limited to the amount you actually paid us for that plan, less any credits already given for it. 15.3 These limits do not apply to your obligations under sections 7 (non-circumvention), 11, 13, 18 and 19, or to your duty to pay for a signed plan. ## 16. Disputes 16.1 These terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. 16.2 Before starting any claim, a party writes to the other with the details, and both try in good faith to settle it within 30 days. 16.3 Any dispute that is not settled is decided by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by one arbitrator, seated in Wilmington, Delaware, and may be held remotely. Either party may seek an injunction in court to protect its intellectual property or to enforce section 7. 16.4 Claims may be brought only individually, never as a plaintiff or class member in any class, collective or representative action, and no arbitrator may consolidate claims of more than one customer. 16.5 Any claim must be started within one year after it arose, or it is permanently barred. ## 17. General 17.1 These terms, the signed order and the plan are the whole agreement for that plan and replace anything said or written before it. You do not rely on any statement not written in them. 17.2 Neither party is liable for a delay or failure caused by events outside its reasonable control, including platform outages, actions of a platform or creator outside our control, internet failures, strikes, natural events or government action. 17.3 If any part of these terms is unenforceable, the rest stays in force, and that part is enforced to the greatest extent the law allows. 17.4 You may not transfer these terms without our written consent. We may transfer them to a successor of our business. 17.5 Sections 5, 7, 8.2, 9, 11, 12, 13, 14, 15, 16, 17, 18 and 19 survive the end of a plan. ## 18. Payment disputes, suspension and ending 18.1 If you start a chargeback or payment dispute for a placement that ran as signed, that is a breach of these terms. You will pay the disputed amount and any dispute fees the payment processor charges us. 18.2 We may pause or end your access, and stop any unbooked placements, if you do not pay, start a chargeback without cause, breach section 7 or 11, or use distribution unlawfully. Amounts already owed stay owed. ## 19. Confidentiality Plans, prices, creator names and details, and vetting information you see through distribution are our confidential information. You will use them only to buy and run placements with us, and will not share them with anyone outside your company and your advisers. ## 20. Authority, signature and notices 20.1 The person who approves a plan confirms they are allowed to bind your company. Approving in the workspace is your electronic signature. 20.2 Formal notices to us go to crew@distribution.tech. Notices to you go to the email of the account that approved the plan. ## 21. Changes to these terms We may update these terms. A plan you have already approved stays under the version you approved it under. A new version applies to plans you approve after it is published, and the workspace shows which version you are accepting. ## 22. Contact crew@distribution.tech. Distribution Tech, Inc., a Delaware corporation.