Distrosauce Terms of Service

1. Services

1. 1.1

   The Services use automation, artificial intelligence, third-party data and services, and customer-provided information to research prospects and companies and generate draft content, analysis, recommendations, and other materials for your review and use. The Services may also enable you to transmit or receive information through third-party tools and services that you configure.

2. 1.2

   The features, functionality, integrations, models, workflows, and outputs available through the Services may vary by account and may be added, changed, limited, replaced, or discontinued from time to time. Unless we expressly agree otherwise in writing, we do not guarantee the availability of any particular feature, integration, model, workflow, output format, volume, response time, or level of output quality. Features identified as beta, preview, experimental, or similar are provided without service-level or availability commitments.

3. 1.3

   Access to the Services is limited. New workspaces may be offered through the auction process described in Section 3, and we determine the amount and timing of access made available.

4. 1.4

   Certain functionality requires you to provide credentials, API keys, data, or access to third-party services that you control. Your use of those services and credentials is subject to Sections 10 and 11.

2. Eligibility and Accounts

1. 2.1

   You must be at least 18 years old and legally able to enter into a binding contract. You may use the Services only for business or professional purposes.

2. 2.2

   Unless we expressly authorize otherwise, you and the entity you represent may maintain only one active Distrosauce workspace and may submit only one bid in any auction. You may not use multiple accounts, aliases, affiliates, nominees, automated identities, or other means to circumvent workspace, bidding, or access limits. A prohibited bid is void.

3. 2.3

   You are responsible for safeguarding your account credentials, limiting access to authorized users, and all activity under your account. You must promptly notify us if you believe your account or credentials have been compromised.

4. 2.4

   We may refuse to create an account or workspace and may suspend or terminate an existing account as provided in Section 7.

3. The Auction

1. 3.1

   New workspace access is offered through a recurring sealed-bid auction. Auctions currently run in 24-hour periods closing daily at 12:00 PM Pacific Time. We may change the schedule, format, or mechanics of future auctions by updating the auction interface or these Terms.

2. 3.2

   For each auction, we set the number of available slots ("N") before the auction opens. N may vary between auctions, including zero, and we are not required to disclose N. We may cancel or void an auction as provided in Section 3.5.

3. 3.3

   Unless the auction interface states otherwise, bids are ranked by amount from highest to lowest, with ties broken by server-assigned receipt time, earlier first. Subject to any applicable reserve price, the top N eligible bids win. Each winner pays the same clearing price, generally the highest-ranked bid that did not win. If there is no non-winning eligible bid, the clearing price is the applicable reserve price, or if none, the applicable bid floor. No winner will be charged more than its own bid. Bids below an applicable reserve price are not eligible to win.

4. 3.4

   We do not disclose individual bids to other bidders while an auction is open. We may publish aggregate, anonymized, or historical auction information.

5. 3.5

   We may cancel or void an auction in whole or in part; reject, disqualify, or remove a bid; decline to fill a slot; or resolve an irregularity, technical failure, duplicate bid, payment failure, error, or suspected fraud or abuse in a commercially reasonable manner. Our good-faith determination of an auction outcome is final. If we void a winning result after charging the bidder, we will reverse or refund that charge.

6. 3.6

   A failed or blocked charge for a winning bid leaves that slot unfilled. Losing bids are not promoted automatically, and we have no obligation to re-run or extend an auction.

7. 3.7

   Bids do not carry over. Each auction is independent.

8. 3.8

   We may set or change bid floors and may establish disclosed or undisclosed reserve prices for future auctions. We will not place bids in our own auctions, or direct an affiliate, employee, contractor, or agent to place a bid for the purpose of influencing the clearing price.

9. 3.9

   Participation in an auction gives you no right to access the Services unless and until you win, your payment is successfully processed, and we provision your workspace.

4. Bidding

1. 4.1

   To bid, you must provide a valid email address, affirmatively accept these Terms, and save a valid payment method with our payment processor. Placing a bid does not place a hold on your payment method. Losing bidders are not charged.

2. 4.2

   The minimum bid is $1.00 USD unless the auction interface states a different floor.

3. 4.3

   You may raise your bid while an auction is open. A higher bid replaces your prior bid and receives a new server-assigned receipt time. Bids may not be lowered or withdrawn after submission.

4. 4.4

   Your bid is a binding, irrevocable offer for that auction up to the amount of your bid. If you win, you authorize us and our payment processor to charge your saved payment method for the clearing price and to begin your subscription under Section 5.

5. 4.5

   We may rate-limit, screen, and reject bids or bidders and use anti-bot, anti-fraud, identity, payment-risk, and similar measures.

6. 4.6

   We may record your acceptance of these Terms, including the timestamp and Terms version associated with your bid.

5. Winning, Payment, and Subscription

1. 5.1

   If you win, we charge your saved payment method for the clearing price and begin a month-to-month subscription at that price, subject to Section 6. Each renewal charge is made to the payment method then on file.

2. 5.2

   If your initial charge fails or is blocked, you receive no workspace from that auction and owe nothing for that auction.

3. 5.3

   Following a successful charge, we will use reasonable efforts to provision your workspace promptly and send access instructions to the email associated with your bid. If we determine that we cannot provision the workspace after charging you, our obligation is to reverse or refund that initial charge.

4. 5.4

   Your subscription renews automatically each month until cancelled. You may cancel through the account or billing interface we make available, or by any other cancellation method we designate. Cancellation takes effect at the end of the then-current paid billing month.

5. 5.5

   Payment processing is provided by a third-party payment processor. We do not store full payment-card numbers. Your use of the payment processor may also be subject to its terms and privacy notice.

6. Pricing and Taxes

1. 6.1

   Your initial subscription price is your auction's clearing price.

2. 6.2

   We may change your subscription price by providing at least thirty (30) days' prior notice. Any price increase will take effect no earlier than the first renewal date occurring after the applicable notice period. If you do not agree to a price increase, you may cancel your subscription before the increase takes effect.

3. 6.3

   Prices exclude taxes. You are responsible for sales, use, value-added, withholding, and similar taxes or governmental assessments associated with your purchase, other than taxes based on our net income. We may collect applicable taxes where required.

7. Cancellation; Refunds; Suspension and Termination

1. 7.1

   You may cancel at any time, effective at the end of the current paid billing month. You retain access through the period already paid unless we suspend or terminate for cause under Section 7.4.

2. 7.2

   Except for a refund expressly required by Section 3.5 or 5.3, or by applicable law, all charges are final and non-refundable. We do not provide refunds or credits for partial months, unused Services, downtime, dissatisfaction, changes to features, or changes in third-party services.

3. 7.3

   If a renewal charge fails, we may retry the charge and may suspend or terminate your workspace. We have no obligation to maintain access while amounts are overdue.

4. 7.4

   We may suspend or terminate your access immediately if you materially breach these Terms, fail to pay amounts due, engage in suspected fraud or abuse, create a security or legal risk, threaten the integrity of the Services or an auction, or if suspension or termination is required by law or a third-party service on which the Services depend. We may also terminate without cause, effective at the end of your then-current paid billing month.

5. 7.5

   On termination, your right to access the Services ends. You are responsible for exporting any Customer Content or Output you wish to retain before termination. Subject to applicable law and any applicable agreement with Customer, we may delete Customer Content and Output after a reasonable period following termination and have no obligation to retain or restore them.

8. Customer Content, Output, and Your Responsibilities

1. 8.1

   "Customer Content" means data, materials, instructions, and configurations you submit to or make available through the Services, including lead data, company-profile content, targeting theses, personas, prompts, research targets, keywords, and settings. "Output" means content generated by the Services for your workspace, including email sequences, research documents, Account-Based Marketing (“ABM”) briefs, Answer Engine Optimization (“AEO”) content, and drafted social replies.

2. 8.2

   You retain all rights you have in Customer Content. As between the parties and to the extent permitted by applicable law, you own Output generated specifically for your workspace. To the extent we acquire any intellectual property rights in such Output, we assign those rights to you upon creation. Output does not include our Services, software, prompt frameworks, templates, interfaces, methods, know-how, or other materials described in Section 13.1, or third-party materials. We do not represent that any Output is eligible for intellectual property protection or that your rights in Output are exclusive or enforceable against third parties.

3. 8.3

   You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Content and Output only as reasonably necessary to provide, maintain, secure, support, and troubleshoot the Services, to comply with law, and as otherwise expressly permitted by Section 13.4.

4. 8.4

   Output may be inaccurate, incomplete, outdated, misleading, unlawful for your intended use, or similar or identical to material generated for others. You are solely responsible for reviewing, editing, substantiating, and approving Output before use and for deciding whether and how to use it. Nothing in the Services constitutes legal, compliance, advertising, employment, financial, or other professional advice, including any checklist, score, flag, or citability indicator.

5. 8.5

   You control and are solely responsible for communications sent using or based on Output. You represent and warrant that you have all rights, notices, permissions, consents, and other lawful bases required for us to process Customer Content you provide, including personal data about prospects, and that your collection, targeting, sending practices, suppression practices, and communications comply with applicable anti-spam, privacy, telemarketing, consumer-protection, and similar laws and with the rules of your sending tools and mailbox providers. We generate and transmit draft content to tools you designate; you are responsible for sending and compliance.

6. 8.6

   You are solely responsible for Customer Content and other content you publish, including AEO, comparison, and competitor-referencing content, and for the truth, substantiation, and legal permissibility of claims, comparisons, endorsements, and statements about your products and third parties.

7. 8.7

   Social-listening features may generate draft replies or recommendations. You decide whether, when, and how to post, and you post through accounts and credentials you control. You are responsible for compliance with each platform's terms, automation rules, and community policies.

8. 8.8

   Research features may retrieve and synthesize publicly available information about companies, people, competitors, partners, or other targets you designate. You are responsible for your selection of targets and your use of research results. Research results are synthesized from third-party sources and are not verified facts. You may not use the Services to bypass access controls or obtain information you are not authorized to access.

9. 8.9

   Unless we expressly agree otherwise in writing, you will not submit or make available through the Services: protected health information regulated by HIPAA; payment-card data other than through our designated payment processor; Social Security numbers, government identification numbers, financial-account credentials, or authentication secrets other than credentials expressly supported under Section 10; biometric identifiers; or other highly sensitive or regulated data not reasonably necessary for the Services.

9. Confidentiality

1. 9.1

   "Confidential Information" means non-public information disclosed by or on behalf of one party ("Discloser") to the other ("Recipient") that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Your Customer Content, non-public account information, and supported credentials are your Confidential Information. Non-public information about the Services, their security, architecture, product plans, and pricing is our Confidential Information.

2. 9.2

   Recipient will use Discloser's Confidential Information only to exercise rights and perform obligations relating to the Services, will protect it using at least reasonable care, and will disclose it only to personnel, contractors, professional advisers, and service providers who need to know it and are subject to confidentiality obligations.

3. 9.3

   Confidential Information does not include information Recipient can document: (a) is or becomes public through no breach of these Terms; (b) was lawfully known to Recipient without confidentiality obligation before disclosure; (c) is received lawfully from a third party without confidentiality obligation; or (d) is independently developed without use of the Confidential Information.

4. 9.4

   If Recipient is legally compelled to disclose Confidential Information, it may do so, provided it gives advance notice to Discloser when legally permitted and reasonably cooperates, at Discloser's expense, with efforts to seek confidential treatment or protective relief.

10. Your Keys and Third-Party Credentials

1. 10.1

   The Services require your own language-model-provider API key. Generation requests are made using the key you supply. You are responsible for your provider's fees and for complying with its terms and usage policies.

2. 10.2

   Certain features require credentials you supply and control, which may include social-platform or data-provider API keys, Slack tokens, webhook secrets, or sending-tool API keys. By supplying a credential, you authorize us to use it solely to operate the corresponding feature for your workspace and represent that your supplying it and our authorized use comply with the issuing service's terms.

3. 10.3

   We use reasonable administrative, technical, and organizational safeguards designed to protect supported credentials in our possession. No security measure is infallible. If a credential is missing, invalid, revoked, compromised, or rate-limited by its issuer, the dependent feature may pause or degrade; that is not a Services failure and does not create a refund or credit right.

4. 10.4

   You should revoke and replace any credential you believe may have been compromised and promptly notify us if the compromise may affect the Services.

5. 10.5

   We are not responsible for Outputs or other results produced by third-party models and services.

11. Third-Party Services

1. 11.1

   The Services interoperate with, retrieve data from, and send data to third-party services, including services you configure, such as prospecting, enrichment, sending, social, data-provider, and messaging tools, and services we use to operate the platform, such as hosting, authentication, database, payment, and email infrastructure.

2. 11.2

   We do not control third-party services and make no representation or warranty about their availability, accuracy, security, legality, data practices, outputs, or continued interoperability. Your use of a third-party service is governed by your agreement with that third party. A third party changing, breaking, rate-limiting, blocking, restricting, or discontinuing an API or your account is not a breach of these Terms and does not create a refund or credit right.

3. 11.3

   AEO audits query third-party AI systems and answer engines; responses may change at any time and are outside our control. We do not warrant that an audit reflects what a system will say at any other time or that use of the Services will improve how any third-party system describes, cites, recommends, or ranks you.

4. 11.4

   We may add, remove, replace, or stop supporting third-party integrations at any time.

12. Trademarks and Publicity

1. 12.1

   The Services and Output may reference names, logos, and trademarks of third parties, including competitors, integrated tools, social platforms, and AI providers. Third-party marks are the property of their respective owners. References are for identification only and do not imply affiliation, sponsorship, or endorsement.

2. 12.2

   To the extent Output includes third-party names or marks, your use and publication of that Output are your responsibility, including compliance with trademark, advertising, and unfair-competition laws. We do not represent that any particular use of a third-party mark is permissible.

3. 12.3

   "Distrosauce" and our logos, product names, and branding are our trademarks. These Terms grant you no right to use them except as expressly authorized in writing.

4. 12.4

   We may identify you by name and logo as a customer in customer lists and marketing materials. You may opt out by written notice to us, effective prospectively.

13. Intellectual Property; Feedback; Usage Data

1. 13.1

   The Services, including our software, architecture, models of operation, prompts and prompt structures we author, workflows, templates, interfaces, designs, documentation, and other technology and materials made available by us, excluding Customer Content and Output, are owned by us or our licensors and protected by intellectual property and other laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes during your subscription.

2. 13.2

   Generative systems may produce similar or identical material for different customers or inputs. Your rights in Output do not restrict another customer's use of its output or our operation, development, or provision of the Services.

3. 13.3

   If you provide suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and exploit that feedback without restriction or obligation to you.

4. 13.4

   We may collect and use technical and usage information about operation of the Services, including logs, performance metrics, feature usage, and token usage. We may also create and use data derived from Customer Content or Output only in aggregated or de-identified form that does not reasonably identify you, your users, or an individual, for purposes such as operating, securing, analyzing, benchmarking, and improving the Services. We will not disclose Customer Content or Output to another customer except in such aggregated or de-identified form.

14. Acceptable Use and Auction Integrity

1. 14.1

   You will not, and will not permit others to: use the Services in violation of law or third-party rights; create or distribute unlawful, deceptive, fraudulent, defamatory, or infringing communications; use the Services to impersonate a person or misrepresent affiliation; probe, scan, circumvent, or defeat security or authentication; interfere with the Services or an auction; access the Services to build or benchmark a competing product except with our written permission; scrape or harvest non-public data from the Services; bypass access controls on third-party sites; bid or register through false, multiple, coordinated, or automated identities; coordinate bids or otherwise manipulate a clearing price; attempt to learn another bidder's bid through unauthorized means; resell, sublicense, or provide the Services as a service bureau; introduce malware or malicious code; or reverse engineer the Services except to the limited extent applicable law permits that activity notwithstanding this restriction.

2. 14.2

   Conduct prohibited by Section 14.1 is a material breach of these Terms. We may void affected bids or auction results, remove content, suspend or terminate accounts, and pursue other available remedies.

15. Disclaimer

NOTWITHSTANDING THE FOREGOING, THE SERVICES, ALL FEATURES, ALL OUTPUT, AND ALL AUCTIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, UNIQUE, NON-INFRINGING, LAWFUL FOR YOUR USE, OR EFFECTIVE; RESEARCH RESULTS REFLECT VERIFIED FACTS; ANY THIRD-PARTY SERVICE, INTEGRATION, DATA SOURCE, OR AI SYSTEM WILL BE AVAILABLE, ACCURATE, SECURE, OR INTEROPERABLE; USE OF THE SERVICES WILL IMPROVE DELIVERABILITY, RESPONSE RATES, SALES, REVENUE, SEARCH OR ANSWER-ENGINE VISIBILITY, OR ANY OTHER BUSINESS METRIC; OR ANY AUCTION WILL BE HELD, FILLED, OR RESULT IN ACCESS AT ANY PRICE.

16. Indemnification

1. 16.1

   You will defend, indemnify, and hold harmless Distrosauce, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, demand, action, proceeding, or governmental investigation, and any resulting damages, judgments, settlements, penalties to the extent legally indemnifiable, costs, and reasonable attorneys' fees, to the extent arising from or relating to: (a) Customer Content or your collection, provision, or use of Customer Content; (b) communications you send or cause to be sent using or based on the Services; (c) content you publish or post, including alleged false advertising, disparagement, defamation, trademark infringement, or unfair competition; (d) your social-platform activity; (e) your supplying or use of third-party credentials or services; (f) your material breach of Sections 8, 10, 12, 13, or 14; or (g) your violation of applicable law or third-party rights.

2. 16.2

   We will provide prompt notice of an indemnified claim, provided that delay relieves you of your obligations only to the extent you are materially prejudiced by the delay. You will control the defense and settlement with counsel reasonably acceptable to us, and we will provide reasonable cooperation at your expense. You may not settle a claim in a manner that admits fault by us, imposes non-monetary obligations on us, restricts our business, or fails to provide a full release of us, in each case without our prior written consent. We may participate in the defense with counsel of our choice at our own expense.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) DISTROSAUCE AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) THE AGGREGATE LIABILITY OF DISTROSAUCE AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THE SERVICES, OUTPUT, AUCTIONS, THESE TERMS, OR ANY INCORPORATED DATA PROCESSING ADDENDUM WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID TO DISTROSAUCE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY AND (ii) FIVE-HUNDRED DOLLARS ($500). THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OR THEORY OF LIABILITY AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTHING IN THIS SECTION LIMITS YOUR PAYMENT OBLIGATIONS OR YOUR OBLIGATIONS UNDER SECTION 16. MULTIPLE CLAIMS SHALL NOT EXPAND ANY LIMITATIONS OF LIABILITY.

18. Changes to These Terms

1. 18.1

   We may update these Terms prospectively. Non-material changes may take effect when posted. For material changes affecting an existing subscription, we will use reasonable efforts to provide at least 30 days' advance notice, and the change will take effect no earlier than the first renewal occurring after that notice period, unless an earlier effective date is reasonably necessary to comply with law, address a security issue, or reflect a required change by a third-party service.

2. 18.2

   If you do not agree to a material change, your remedy is to cancel before it becomes effective. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. No update will retroactively change the terms governing a claim that accrued before the update's effective date. The Terms version accepted with each bid may be recorded.

19. Dispute Resolution; Governing Law

1. 19.1

   These Terms are governed by the laws of the State of Delaware without regard to conflict-of-laws principles.

2. 19.2

   Before filing any legal action against Distrosauce, the complaining party must send a written notice describing the dispute and requested relief to the notice address in Section 21.7. The parties will attempt in good faith to resolve the dispute for 30 days after receipt of the notice. This requirement does not prevent either party from seeking temporary or emergency injunctive relief where necessary to prevent imminent harm.

3. 19.3

   Distrosauce may seek injunctive or equitable relief in a court of competent jurisdiction to prevent or stop unauthorized access to the Services, misuse of auctions, infringement or misappropriation of intellectual property, or breach of confidentiality.

20. Data Processing

1. 20.1

   Roles and Scope. To the extent Distrosauce processes Personal Data on behalf of Customer in providing the Services (“Customer Personal Data”), Customer is the Controller or Business and Distrosauce is the Processor, Service Provider, or Contractor, as applicable under applicable privacy and data protection laws (“Data Protection Laws”). Each party will comply with the obligations applicable to its respective role. Where either party independently determines the purposes and means of Processing Personal Data, including, as applicable, Personal Data independently obtained by Distrosauce from third-party data providers, that party acts as an independent Controller or Business with respect to such Processing.

2. 20.2

   Processing. Customer instructs Distrosauce to Process Customer Personal Data as necessary to provide the Services and in accordance with this section and Customer’s use of the Services. Such Processing may include obtaining, enriching, storing, analyzing, and using business contact, prospect, and related information to provide the Services and generate Customer-requested content. Processing will continue for the term of the Services and any period permitted or required by law. Distrosauce will not Process Customer Personal Data other than on Customer’s documented instructions unless required by law.

3. 20.3

   Distrosauce Obligations. Distrosauce will: (a) ensure authorized personnel are subject to appropriate confidentiality obligations; (b) maintain reasonable administrative, technical, and organizational safeguards appropriate to the Processing; (c) provide reasonable assistance to Customer with data-subject requests, security incidents, and other obligations under Data Protection Laws, taking into account the nature of the Processing and information available to Distrosauce; (d) notify Customer without undue delay after becoming aware of a breach of security affecting Customer Personal Data; and (e) upon termination, delete or return Customer Personal Data as required by applicable Data Protection Laws, subject to legally permitted retention and routine backup practices.

4. 20.4

   Subprocessors. Customer generally authorizes Distrosauce to engage subprocessors as necessary to provide the Services. Distrosauce will require subprocessors that Process Customer Personal Data to be subject to appropriate written data-protection obligations and will remain responsible for their Processing to the extent required by Data Protection Laws. Distrosauce will provide notice of material changes to its subprocessors where required by Data Protection Laws.

5. 20.5

   Distrosauce’s current list of subprocessors is available as set forth below:

   Provider	Purpose	Location
   Supabase	Database hosting and infrastructure	United States / applicable hosting region
   Vercel	Application hosting and infrastructure	United States / global infrastructure
   Clerk	User authentication and account management	United States
   Stripe	Payment processing and billing	United States
   Resend	Transactional email delivery	United States
   Upstash	Rate limiting and abuse prevention	United States / applicable hosting region

6. 20.6

   Customer-Directed Third-Party Services. The Services may enable Customer to connect, access, or use third-party products, platforms, applications, or services selected or controlled by Customer, including through Customer-provided accounts, credentials, API keys, or access tokens (“Customer-Directed Third-Party Services”). Customer authorizes Distrosauce to access, transmit, receive, and otherwise Process Customer Personal Data through Customer-Directed Third-Party Services as necessary to perform Customer’s instructions and provide the Services. Customer is responsible for its selection and use of Customer-Directed Third-Party Services, including maintaining any required accounts, agreements, permissions, and lawful basis for the applicable Processing. Customer-Directed Third-Party Services are not Distrosauce subprocessors solely because the Services interoperate with or facilitate Customer’s use of them, and the Processing performed by such services is governed by Customer’s relationship with the applicable third-party provider. Distrosauce is not responsible for the acts or omissions of a Customer-Directed Third-Party Service, except to the extent directly caused by Distrosauce’s breach of this section.

7. 20.7

   Privacy Requirements. To the extent Distrosauce acts as a Service Provider, Contractor, or Processor under applicable U.S. Data Protection Laws, Distrosauce will Process Customer Personal Data only for the limited and specified purposes described in this section and will not sell or share Customer Personal Data, use or disclose it outside those purposes or the direct business relationship with Customer, or combine it with Personal Data obtained from other sources, except as permitted by applicable Data Protection Laws. Distrosauce will provide the level of privacy protection required by applicable Data Protection Laws, notify Customer if it can no longer meet its applicable obligations, and permit Customer to take reasonable and appropriate steps required by law to verify compliance and stop and remediate unauthorized Processing.

8. 20.8

   Compliance and Transfers. Distrosauce will make available information reasonably necessary to demonstrate compliance with its applicable processor obligations and, where required by Data Protection Laws, reasonably cooperate with audits or inspections subject to reasonable confidentiality, security, scope, and frequency restrictions. Where required for an international transfer of Customer Personal Data, the parties will implement an applicable lawful transfer mechanism.

9. 20.9

   Customer Responsibilities. Customer is responsible for ensuring that its instructions, use of the Services, and collection and use of Customer Personal Data comply with applicable Data Protection Laws, including providing any required notices and establishing any required lawful basis for Processing.

10. 20.10

    Processing Details. The subject matter of the Processing is Customer Personal Data Processed in connection with the provision of the Services. The nature and purpose of the Processing is to provide, maintain, secure, support, and improve the Services in accordance with this section and Customer’s instructions. The Processing will continue for the duration of the Services and any permitted retention period. Customer Personal Data may include business contact information, account information, Customer-provided content, usage information, and other Personal Data submitted to or Processed through the Services. Data subjects may include Customer personnel, authorized users, customers, prospective customers, and other individuals whose Personal Data is submitted to or Processed through the Services.

21. Miscellaneous

1. 21.1

   Entire agreement. These Terms, the Privacy Policy available at https://bid.distrosauce.com/privacy, and any other supplemental terms expressly incorporated into these Terms constitute the entire agreement regarding the Services and supersede prior or contemporaneous agreements or communications about the same subject.

2. 21.2

   Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign or transfer these Terms in whole or in part, including in connection with a merger, reorganization, sale of assets, financing, or change of control.

3. 21.3

   Export controls and sanctions. You represent that you are not located in, ordinarily resident in, organized under the laws of, or owned or controlled by a person in a jurisdiction subject to comprehensive U.S. sanctions, and that you are not identified on an applicable U.S. restricted-party list. You will not use, export, re-export, or transfer the Services in violation of applicable export-control or sanctions laws.

4. 21.4

   Force majeure. Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, except that this Section does not excuse your obligation to pay amounts already due.

5. 21.5

   Relationship; no third-party beneficiaries. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, franchise, or employment relationship. Except for indemnified parties under Section 16 and our affiliates, licensors, and service providers with respect to Section 17, these Terms create no third-party beneficiary rights.

6. 21.6

   Severability; waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. A failure to enforce a provision is not a waiver.

7. 21.7

   Notices. We may send notices to the email address associated with your account or through the Services. Notices to Distrosauce must be sent to 145 Corte Madera Town Center #445, Corte Madera, CA 94925; Attn: CEO.

8. 21.8

   Electronic communications. You consent to receive agreements, notices, disclosures, receipts, and other communications electronically. Electronic communications satisfy any legal requirement that communications be in writing to the extent permitted by law.

9. 21.9

   Survival. Sections that by their nature should survive termination will survive, including Sections 7.5, 8, 9, 12, 13, 15, 16, 17, 19, and 20.