Effective Date: January 01, 2024
These Terms and Conditions apply to all services provided by STXVC, Corp. DBA Distrubi, its subsidiaries, and affiliates, including services provided around the world (collectively, the "Services"). These Terms and Conditions comprise the entire agreement between Distrubi and any customer or service provider using Distrubi's services. By engaging in any business or communication with Distrubi, you agree to these Terms & Conditions. It is your responsibility to review and be familiar with the Terms and Conditions, and your continued use of the services provided by Distrubi will constitute acceptance of the then-current Terms and Conditions.
As used in the following terms and conditions of this agreement:
Distrubi, We, Our, or Company refers to STXVC, Corp. DBA Distrubi.
Customer, Service Provider, You, or Your refers to any person or entity at whose request, for whose benefit, or on whose behalf Distrubi provides any Services. This includes, but is not limited to, third-party logistics providers, shippers, consignors, consignees, beneficial cargo owners, carriers, couriers, warehouse operators, customs brokers, agents, and any other person or entity involved in the transportation, storage, handling, or related services for the Goods.
Carrier means any motor carrier, including its drivers and independent owner-operators, any rail carrier or rail transportation service provider, any intermodal equipment provider, any ocean or air carrier (including non-vessel operating common carriers and indirect air carriers), any warehouse operator, or other person or entity that provides transportation, storage, handling, or related services to the Goods in connection with Distrubi's platform.
Goods and Cargo mean the cargo or goods for which Distrubi facilitates connections between shippers and carriers.
Trailer means a container and chassis or a trailer used for the rail, highway, or ocean transportation of Goods.
Documentation means all information received directly or indirectly from the Customer or Service Provider, whether in paper or electronic form.
Third parties include, but are not limited to, carriers, truckmen, cartmen, lightermen, forwarders, customs brokers, agents, warehousemen, and others to which the goods are entrusted for transportation, cartage, handling, delivery, and/or storage or otherwise.
Distrubi does not guarantee a fixed time of delivery, dates of arrival, or departure. Any indication of a time or date for delivery is an approximation and shall not be binding upon Distrubi.
Distrubi is a platform that facilitates connections between shippers and carriers but does not transport or deliver shipments. Distrubi is not a freight broker, freight forwarder, customs broker, or motor carrier and does not assume liability for shipments. The Services may facilitate communication between shippers and carriers, including assisting in coordinating for shipments to be picked up, collecting payments from shippers, and paying carriers. This communication can occur via email, apps, tools, text, or other methods. Despite this facilitation, Distrubi remains a platform and does not assume responsibility for the actual transportation or delivery of shipments.
Distrubi does not arrange transportation for compensation and does not act as an intermediary or broker in any transportation transaction. Any fees charged by Distrubi are for the use of the platform and its communication facilitation services, not for arranging transportation.
Customers and service providers shall indemnify Distrubi for any loss, damage, injury, liability, expense, or cost, including reasonable attorney’s fees, fines, penalties, actions, and claims, including, but not limited to, claims for injuries to persons, for damage to property, and for damage to third parties arising out of their negligence, wrongful act or omission, failure to comply with the law, and failure to comply with the terms of this Agreement.
Distrubi shall not be responsible for determining licensing authority or obtaining any license or other authority pertaining to any transaction.
Where Distrubi facilitates the preparation and/or issuance of a bill of lading, Distrubi shall be under no obligation to specify the number of pieces, packages, and/or cartons. Distrubi shall rely upon and use the cargo weight supplied by the Customer or Service Provider.
Your use of any of the Services offered by Distrubi does not create, and shall not be deemed or interpreted as creating, any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Distrubi. You acknowledge and agree that you will have no authority to make or accept any offers or representations on behalf of Distrubi. You will not make any statement that would contradict anything in this paragraph.
Customers and service providers agree to procure and maintain at their own expense, at all times during the term of the service provided by Distrubi, the following insurance coverage amounts:
They shall maintain in full force and effect, policies of insurance, or qualified self-insurance to cover the following: Comprehensive general or commercial liability, including coverage for (1) contractual liability, (2) property damage, and (3) personal injury (including bodily injury). The limits for such coverage shall be no less than $1,000,000 combined single limit for personal injury (including bodily injury) and property damage. Statutory worker’s compensation coverage meeting all state and local requirements. Employer’s liability coverage with limits no less than $1,000,000; Any other insurance commonly procured in the industry for which they are engaged and any other insurance required by law to maintain. Further, Distrubi has no responsibility, liability, or involvement in the issuance of insurance, the denial of insurance, or the payment of claims. They agree they will have no recourse against Distrubi.
Following the issuance of any such policy through their insurance underwriter, Distrubi will have no duty regarding cargo insurance and no liability for loss of, delay of, or damage to the Goods during transport or storage, whether covered by insurance on the Goods or not, and whether such loss, delay, or damage has been caused or contributed to by its negligence or breach of these Conditions, or otherwise. Any coverage on the Goods will be subject to the terms and conditions of the specific policy or policies procured. Distrubi is not liable if Customers or Service Providers, for any reason whatsoever, fail to recover a loss in whole or in part from the insurer under any applicable policy, even though the premium charged by the insurer may be different from the Distrubi charges to them. They acknowledge and agree that Distrubi has no role in facilitating the placement of coverage with entities licensed to sell insurance and that Distrubi is not in the business of selling insurance or insuring the risk.
Customers and Service Providers acknowledge that they are required to review all documents and declarations prepared and/or filed with U.S. Customs & Border Protection, other Government Agency and/or third parties, and will immediately advise Distrubi of any errors, discrepancies, incorrect statements, or omissions on any declaration or other submission filed on their behalf.
In facilitating the preparation and submission of customs entries, export declarations, applications, security filings, documentation, delivery orders, and/or other required data, Distrubi relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by the Customer or Service Provider. They shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold Distrubi harmless from any and all claims asserted and/or liability or losses suffered by reason of their failure to disclose information or any incorrect, incomplete, or false statement by them or their agent, representative, or contractor upon which Distrubi reasonably relied. They agree that they have an affirmative non-delegable duty to disclose any and all information required to import, export, or enter the goods.
They acknowledge that they are required to provide verified weights obtained on calibrated, certified equipment of all cargo that is to be tendered to steamship lines and represent that Distrubi is entitled to rely on the accuracy of such weights and to countersign or endorse it as an agent of them in order to provide the certified weight to the steamship lines. They agree that they shall indemnify and hold Distrubi harmless from any and all claims, losses, penalties, or other costs resulting from any incorrect or questionable statements of the weight provided by them or their agent or contractor on which Distrubi relies.
It is their responsibility to know and comply with all licensing, classification, valuation, marking, and other Governmental Authority requirements, and all laws, regulations, and rules of any Governmental Authority having jurisdiction over the shipment. Distrubi will not be responsible for the actions taken, liquidated damages, fines, or penalties assessed by any Governmental Authority against the shipment because of their failure to comply with: (i) applicable laws, statutes, regulations, or rules; or (ii) these Conditions or the terms and conditions of any power of attorney. Distrubi will have no duty or obligation to take any pre or post-customs release action, including without limitation, obtaining binding rulings, advising of liquidations, or filing of petitions and/or protests.
They acknowledge that they are required to advise Distrubi in advance of their intention to tender hazardous material goods and that they will otherwise comply with all federal and international hazardous material regulations.
Distrubi shall have a lien on the shipment for all sums due relating to the shipment or any other amounts owed by the Customer or Service Provider. They authorize Distrubi to advise third parties of asserted liens and to hold possession of any shipment against which a lien is asserted.
All Goods (and documents relating to Goods) will be subject to a particular and general lien and right of detention for monies owing either in respect of such Goods, or for any particular or general balance or other monies owed, whether then due or not, by Customer, consignor, consignee, or owner of the Goods to Distrubi. In order to protect its lien, Distrubi reserves the right to require advance payment of all charges prior to the shipment or release of Goods.
Distrubi makes no express or implied warranties in connection with its services.
In no event shall Distrubi be held liable or responsible for consequential, indirect, incidental, statutory, or punitive damages (including loss of profit), even if it has been put on notice of the possibility of such damages or for the acts of third parties.
Distrubi may select third parties, or in selecting the means, route, and procedure to be followed in the handling, transportation, clearance, and delivery of the shipment. Advice by Distrubi that a particular person or firm has been selected to render services with respect to the goods shall not be construed to mean that Distrubi warrants or represents that such person or firm will render such services nor does Distrubi assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents. Distrubi shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a third party. All claims in connection with the act of a third party shall be brought solely against such party and/or its agents. In connection with any such claim, Distrubi shall not be liable for any charges or costs incurred by any third party which is involved in the transportation of goods.
The Customer or Service Provider is responsible for ensuring that Goods are properly and safely packaged and loaded. If Carrier is not allowed on the dock during loading, they are responsible for ensuring that Goods are supported, blocked, braced, and secured. If they are loading the Goods into the motor vehicles, they must inspect the vehicle or other transportation equipment provided by the Carrier, to ensure it meets the requirements specified in the Written Instructions and is in an appropriate sanitary condition for transporting the Goods.
They must reject any equipment that is not in apparent suitable condition to protect and preserve the Goods during transportation. Their failure to fulfill the obligations under this section will be considered an act or default of the Shipper, and a defense to any cargo claim resulting from the condition of the trailer.
None of the provisions in these Terms and Conditions in any way limit their obligation to mitigate damages, including by salvaging all portions of a shipment for which there is a secondary market.
Distrubi and Carrier shall not be liable for cargo loss, damage, or delay occurring in Mexico. Loss or damage to cargo being shipped to or from Mexico shall be presumed to have occurred within Mexico absent clear evidence to the contrary. Transportation or billing arrangements made by Distrubi or Carrier regarding freight transportation within Mexico (including, but not limited to arranging for Mexican carriers, quoting through rates, billing and remitting to Mexican carriers, and/or issuing through bills of lading for transportation into or out of Mexico) are provided solely as a convenience for Customers and shall not create or impose any liability upon Distrubi or Carrier for any loss or damage to cargo in Mexico. This limitation of liability shall not impair Customers' rights against any Mexican motor carrier for cargo loss or damage. The Parties waive any conflicting right or remedy available under 49 USC 14706, but such waiver shall only apply to the extent of any express conflict with the limitation of liability of this paragraph. Further, Customers agree that their cargo is not insured and they accept that they alone shall be responsible for securing any first-party cargo insurance at their sole cost and expense to protect against loss or damage occurring on movements to or from Mexico.
All charges must be paid by Customers and Service Providers in advance of services provided by Distrubi unless Distrubi agrees in writing to extend credit to them. The granting of credit to them in connection with a particular transaction shall not be considered a waiver of this provision by Distrubi. Payments made to Distrubi are non-refundable. Distrubi may offer credit for future services in any manner of its choosing including deductions & fees for services rendered or partially rendered at Distrubi's sole discretion.
This Agreement constitutes the entire agreement intended by and between the Parties and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed, or implied, with respect to the subject matter hereof.
Customers and Service Providers may not assign or transfer these Terms and Conditions, in whole or in part, without the prior written consent of Distrubi.
Any form of suit that may arise during the process that Distrubi is providing its services shall be governed by the laws of the State of Texas. The Parties agree to jurisdiction and venue in a United States Federal District Court in Austin, Texas, or if federal jurisdiction is not available, then in a State Court located in Austin, Texas.
Additional fees may be applied for any unexpected services that become necessary. Subleasing of storage space is strictly prohibited. In the case of trailer parking, if additional parking spots are used without prior permission, a $500 fee per parking spot will be charged, plus an additional $400 per month for each spot used. Distrubi reserves the right to tow vehicles at its discretion. Distrubi is not liable for any damage or loss related to the merchandise or assets stored at our facilities. Customers requiring insurance for their merchandise must independently arrange it through their chosen insurance providers. All accrued monthly storage fees must be paid by the third day of each month based on the original storage start date. For instance, if storage for a shipment started on the 14th, the payment is due by the 16th of the recurring month; if on the 1st, then by the 3rd. Failure to meet this payment deadline will result in a 20% penalty on all outstanding balances. Balances remaining unpaid for 15 days will result in the merchandise or assets being deemed abandoned and may be disposed of at Distrubi’s sole discretion. All balances must be cleared before shipments are allowed to be picked up. Distrubi reserves the right to modify terms and conditions or rates and charges at its sole discretion. Customers agree to these terms and conditions of Distrubi, acknowledging that Distrubi is not responsible for the merchandise at any point and is not liable for any reason. Distrubi reserves the right to cancel or modify any appointments.
Distrubi is a platform that facilitates connections between shippers and carriers but does not transport or deliver shipments. Distrubi is not a freight broker, freight forwarder, customs broker, or motor carrier and does not assume liability for shipments. The Services may facilitate communication between shippers and carriers, including assisting in coordinating for shipments to be picked up, collecting payments from shippers, and paying carriers. This communication can occur via email, apps, tools, text, or other methods. Despite this facilitation, Distrubi remains a platform and does not assume responsibility for the actual transportation or delivery of shipments.
Distrubi does not arrange transportation for compensation and does not act as an intermediary or broker in any transportation transaction. Any fees charged by Distrubi are for the use of the platform and its communication facilitation services, not for arranging transportation.
The Services may contain links or connections to carriers, couriers, or other third-party websites or services that are not owned or controlled by Distrubi. Our display of delivery service options offered by third parties does not imply any sponsorship, approval, or affiliation. Your interaction with any carrier, courier, or other third party found on or through our Services, including payment and delivery of goods or services, is solely at your own risk. Distrubi is not liable for any acts, omissions, errors, representations, warranties, breaches, or negligence of any carrier, courier, or third party.
Distrubi does not verify the credentials, licenses, or insurance of any carriers, couriers, or third parties. Users must independently assess and verify the suitability and compliance of any carrier or courier with applicable laws and regulations. Some of the data, advice, information, and materials available on the Services are not provided by us. We are not in any way responsible for such third-party data, advice, information, or materials. You must use your independent judgment to assess the accuracy, reliability, and appropriateness for any purpose of such data, advice, information, or materials.
Service providers, including carriers, couriers, warehouse operators, customs brokers, and other third parties, are solely responsible for the services they provide, including but not limited to the transportation, handling, storage, and delivery of shipments. Service providers must comply with all applicable laws, regulations, and industry standards in the performance of their services.
Distrubi does not assume any responsibility or liability for the actions, omissions, or errors of service providers. Any issues or disputes arising from the services provided by service providers must be resolved directly between the Customer and the service provider. Distrubi is not liable for any loss, damage, delay, or other issues resulting from the services provided by service providers.
Customers and service providers agree to indemnify, defend, and hold harmless Distrubi, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorney’s fees and costs, arising out of or in connection with any breach by the Customer or service provider of these Terms and Conditions or any applicable laws and regulations.
This indemnification also covers any negligence, willful misconduct, or fraud by the Customer or service provider. Additionally, any injury to persons or damage to property caused by the Customer or service provider is included under this indemnification clause. Furthermore, this indemnification extends to any other actions, omissions, or circumstances related to the services provided by the Customer or service provider that result in claims, liabilities, damages, losses, or expenses for Distrubi.
Service providers must maintain, at their own expense, all necessary and appropriate insurance coverage, including but not limited to commercial general liability, cargo insurance, and auto liability insurance, with coverage amounts consistent with industry standards and legal requirements. Service providers must name the shipper (customer) as an additional insured on their Certificate of Insurance (COI) and provide proof of this coverage to Distrubi upon request. This proof is strongly encouraged to be provided before any transportation or related services commence.
Failure to provide such proof does not void any other terms and conditions of this agreement. Distrubi is not responsible for verifying the adequacy or validity of any insurance coverage maintained by service providers. Any disputes regarding insurance coverage or claims must be resolved directly between the Customer and the service provider.
Service providers must comply with all applicable federal, state, and local laws and regulations, including but not limited to those governing transportation, safety, and labor. Service providers must also comply with any specific requirements set forth by Distrubi or the Customer in relation to the services provided.
Distrubi reserves the right to terminate its relationship with any service provider that fails to comply with applicable laws and regulations or these Terms and Conditions.
In consideration of the services provided by Distrubi, both the Customer and the Service Provider agree not to circumvent, avoid, bypass, or obviate, directly or indirectly, the intent of these Terms and Conditions to engage in direct transactions with each other or through any other party to the detriment of Distrubi.
This non-circumvention agreement shall remain in effect for a period of two (2) years following the termination or completion of any transaction facilitated by Distrubi. During this period, neither the Customer nor the Service Provider shall solicit or accept business from any party introduced to them by Distrubi, except through the proper channels provided by Distrubi.
In the event of a breach of this non-circumvention clause, the breaching party agrees to pay Distrubi a fee equal to the commission or compensation Distrubi would have received had the transaction been completed in accordance with these Terms and Conditions. This remedy shall be in addition to any other rights or remedies available to Distrubi at law or in equity.
Shipper acknowledges and agrees that Distrubi reserves the right to modify the Accessorial Rates or time frames at any time.
Mobile phone numbers and SMS/MMS opt-in data are never sold, rented, lent, or otherwise disclosed to third parties for their own marketing or promotional purposes. We disclose all other personal information only:
We employ reasonable administrative, technical, and physical safeguards—including encryption in transit, least-privilege access controls, and periodic penetration testing—to protect your information.
We keep personal information only as long as needed for the purposes above and to satisfy legal or contractual obligations.
Questions? Email support@distrubi.com.
