Distributed Community Member Agreement

01. Introduction

Dstbtd Limited (company registered number 10552489) whose registered office is at Wsm, Connect House 133-137 Alexandra Road, Wimbledon, London, United Kingdom, SW19 7JY (“Distributed”) has a global community of freelance software developers (“Community”). The success of the Community depends on each member of it (“Member”) adhering to a standard set of rules, which are set out in this Community Member Agreement.

Members of our Community comprise: (i) each individual who agrees to be a Member; and (ii) each legal entity who agrees to be a Member. Each individual who a legal entity Member agrees to make available to us in relation to one or more Assignments (as defined in Section 05 of this Community Member Agreement) (each an “Individual”) is, for the purpose of this Community Member Agreement, acting as a Member of our Community. The legal entity Member is responsible for ensuring that each Individual has read, understood and agrees to and comply with this Community Member Agreement as if the Individual were a Member.

Unless expressly stated otherwise, references in this Community Member Agreement to “you” include each individual who agrees to become a Member, each legal entity who agrees to become a Member and each Individual who a legal entity Member agrees to make available to us in relation to one or more Assignments.

If you or your employer agree to be a Member, you must comply with this Community Member Agreement. If you are not able or are unwilling to comply with this Community Member Agreement, you must not agree to become a Member or conduct any work in relation to an Assignment.

02. About this Community Member Agreement

  • This Community Member Agreement sets out the legally binding rules which apply when you or your employer are a Member of our Community.

  • You must ensure you have read, understood and accept all of the terms of this Community Member Agreement before agreeing to become a Member or commencing work in relation to an Assignment. If you have any questions about this Community Member Agreement, please contact community@distributed.com.

  • By signing up to become or otherwise acting as a Member of our Community or working on any Assignment on behalf of your employer Member, you are agreeing to the most recent version of this Community Member Agreement and any other terms that are applicable to your being a Member or conducting work in relation to an Assignment, as described in section 0.3 below (“Other Relevant Terms”). For more information about updates to this Community Member Agreement and your responsibilities in relation to updated versions, please see section 0.4 below.

03. Other terms that are applicable to you as a Member

The following documents also contain terms that relate to your being a Member of our Community or conducting work in relation to an Assignment on behalf of your employer (“Other Relevant Terms”). By signing up to become or otherwise acting as a Member of our Community or conducting work in relation to an Assignment on behalf of your employer, you are agreeing to the most recent version of the Other Relevant Terms, which can be accessed here:

  • Our Privacy Policy explains what information we collect about you and how we protect it.

  • Our Cookies Policy which explains what cookies are, how we use them and how you can control what cookies we use.

  • Any Independent Contractor Service Agreement agreed between you or your employer and Distributed, including any Work Orders issued under that Independent Contractor Service Agreement.

04. Updates to this Community Member Agreement

  • We may update this Community Member Agreement from time to time, for example to reflect changes in the way we provide services to our clients and changes in applicable laws or best practice. If we do, we will make the updated version of this Community Member Agreement available on this page and, in the case of material changes, we will notify you of the changes that we have made.

  • The most recent version of this Community Member Agreement will become legally binding on you as soon as we upload it or, in the case of material changes, as soon as we notify you of those changes. You are welcome to contact us at community@distributed.com if you have specific questions about the changes.

  • If you do not agree to the most recent version of this Community Member Agreement or the Other Relevant Terms (regardless of whether you email us), then unfortunately you must immediately cease being and acting as a Member of our Community or, where you are an Individual, conducting work in relation to any Assignments.

05. Assignments

If Distributed would like you (or, where you are an Individual, your employer) to undertake development work (an “Assignment”) on behalf of any of its clients (“Clients”), Distributed will issue you (or, where you are an Individual, your employer) with a work order in accordance with the Independent Contractor Service Agreement, setting out the terms (including the specifications, performance schedules and fees) for the Assignment (the “Work Order”).
If you (or, where you are an Individual, your employer) accept the Work Order, including if you/your employer commence the work under the Work Order, a legally binding contract is formed between you (or, where you are an Individual, your employer) and Distributed pursuant to which Distributed agrees to appoint you (or, where you are an Individual, your employer) to provide, and you (or, where you are an Individual, your employer) agree to provide, services in relation to the Assignment in accordance with this Community Member Agreement, the Independent Contractor Service Agreement and the Work Order.

06. Confidential Information and Client Property

You acknowledge and accept that, for the purpose of enabling you to undertake each Assignment on behalf of Distributed and its Clients in accordance with this Community Member Agreement, the Independent Contractor Service Agreement and each Work Order (the “Purpose”), Distributed and/or its Clients may disclose to you, or you may otherwise receive, create or have access to, Confidential Information and Client Property (each as defined in the Independent Contractor Service Agreement),

You confirm that you have read, understood and agree to comply with the provisions of the Independent Contractor Service Agreement which relate to Confidential Information and Client Property.

07. Independent Contractor Service Agreement and Work Order Terms

Important terms about anything you create in the course of an Assignment:

When you are working on an Assignment, it is crucially important and a condition of the Independent Contractor Service Agreement and Work Order relating to each Assignment that:

  • anything you create (whether documents, information, software, source code, object code or other material) (“Work”) is your own work and is not copied wholly or partly from another source, other than a resource provided to you by Distributed;

  • you do not talk about or share the Work with anyone other than Distributed or other members of the Community who are working with you on an Assignment;

  • Distributed owns all intellectual property rights and other proprietary rights in the Work.

You confirm that you have read, understood and agree to comply with the provisions of this section 07. and the provisions of the Independent Contractor Service Agreement which relate to Intellectual Property.

08. Data Protection

Information about you which is processed by Distributed

  • Distributed will collect and process personal information relating to you in accordance with the privacy notice that is available here.

Information which you process in the course of undertaking an Assignment

  • The Independent Contractor Service Agreement sets out legally binding provisions relating to the processing of personal data by you.

  • You confirm that you have read, understood and agree to comply with the provisions of this section 08. and the provisions in the Independent Contractor Service Agreement which relate to Data Protection.

09. Insurance

You (or, where you are an Individual, your employer) must take out and maintain comprehensive insurance with a reputable insurer to cover any liability you (or, where you are an Individual, your employer) may have to Distributed under this Community Member Agreement and, in relation to that insurance, you (or, where you are an Individual, your employer) must:

  • Note Distributed’s interest on the relevant insurance policy/ies;.

  • Provide Distributed with a copy of the insurance policy/ies upon request.

If you (or, where you are an Individual, your employer) fail to take out insurance in accordance with this section .09 Distributed may do so on your (or, where you are an Individual, your employer’s) behalf and deduct the cost of the insurance premiums from the sums due to you (or, where you are an Individual, your employer) in relation to one or more Assignments.

10. System Access

To enable you to carry out one or more Assignments, including to enable you to work collaboratively with other Members, Distributed and/or its Clients may: (a) provide you with access to the Distributed platform (including any Client tools and environments within Distributed’s platform) and/or Client IT systems (“System”); and (b) set up a Distributed email account and/or Client email accounts for you (including, if you are a legal entity, any individuals you agree to make available to us) (“Email Accounts”).

To grant you access to the Systems and to create Email Accounts for you, you will need to provide Distributed with certain information about you, which Distributed will process in accordance with section .08.

  • you are at least 18 years old;

  • you access and use the Systems only to the extent necessary to complete each Assignment and in accordance with this Community Member Agreement, the Independent Contractor Service Agreement and the relevant Work Order. Your access to the Systems may be restricted to certain parts which relate to the Assignments you are working on. You must not gain or attempt to gain access to any other part of the Systems;

  • you treat all documents, information and materials as confidential information and you do not share them with anyone else;

  • You keep your username and password secure and you do not share them with anyone else, including any other Member;

  • You do not hack, modify, merge, distribute, translate, reverse engineer, decompile or disassemble, or otherwise attempt to obtain or use the source code of, or interfere with the normal working of, any of the Systems or Email Accounts

  • You do not take any action that imposes, or may impose (in our reasonable discretion) an unusual or excessive load on any of the Systems or Email Accounts and you do not bypass or circumvent any security or other measures we use to control access to any of the Systems or Email Accounts, or attempt to do so.

  • You do not upload to, or transmit through any of the Systems or Email Accounts, any documents, information or materials which infringe the intellectual property rights or other proprietary rights of any third party, are defamatory, libellous, offensive or otherwise illegal;

  • You do not post or upload (or attempt to post or upload) to any of the Systems or Email Accounts any files that contain any malicious code, including viruses, spyware, Trojan horses, worms, time bombs, intentionally corrupted data, or any other files or code that may damage or interfere with the operation of any of the Systems or Email Accounts.

If Distributed deems it necessary to do so in order to protect any of the Systems or Email Accounts, Distributed may suspend or terminate your access, including if Distributed believes that you are or may be in breach of any applicable laws, this Community Member Agreement or any Other Relevant Terms.

11. Code of Conduct Pledge

As a Member of our Community or undertaking work in relation to one or more Assignments on behalf of your employer, you pledge to make participation in our Community a harassment-free experience for everyone, regardless of age, body size, visible or invisible disability, ethnicity, sex characteristics, gender identity and expression, level of experience, education, socio-economic status, nationality, personal appearance, race, caste, color, religion, sexual identity and orientation or other characteristics.

You pledge to act and interact in ways that contribute to an open, welcoming, diverse, inclusive, and healthy community.

Our Standards

Examples of behavior that contributes to a positive environment for our Community include:

  • Demonstrating empathy and kindness toward other people

  • Being respectful of differing opinions, viewpoints, and experiences

  • Giving and gracefully accepting constructive feedback

  • Accepting responsibility and apologizing to those affected by our mistakes, and learning from the experience

  • Focusing on what is best not just for us as individuals, but for the overall community

Examples of unacceptable behavior include:

  • The use of sexualized language or imagery, and sexual attention or advances of any kind

  • Trolling, insulting or derogatory comments, and personal or political attacks

  • Public or private harassment

  • Publishing others’ private information, such as a physical or email address, without their explicit permission

  • Other conduct which could reasonably be considered inappropriate in a professional setting

Examples of unacceptable behavior include:

Distributed is responsible for clarifying and enforcing this Code of Conduct and will take appropriate and fair corrective action in response to any behavior that it deems to be in breach of this Code of Conduct.

Distributed may remove, edit, or reject comments, commits, code, wiki edits, issues, and other contributions that it believes are in breach of this Code of Conduct, and will communicate reasons for doing so when appropriate.

Distributed may also, in its absolute discretion:

  • Require any Member or Individual who it deems to be in breach of this Code of Conduct to take appropriate corrective action, as determined by Distributed; and/or

  • Temporarily or permanently ban any Member or Individual from being or continuing to be a Member of the Community or undertaking work in relation to one or more Assignments, if Distributed believes (in its sole discretion) that person is in breach of this Code of Conduct.

Scope

This Code of Conduct applies when you are accessing and/or using the Systems and/or Email Accounts and it also applies when you are officially representing the Community or otherwise acting in your capacity as a Member of the Community or undertaking work in relation to one or more Assignments.

Examples of representing our Community include using an official e-mail address, posting via an official social media account, or acting as an appointed representative of Distributed at an online or offline event.

Enforcement

If you believe a Member of the Community or any Individual is in breach of this Code of Conduct, you can report the behavior at community@distributed.com.

All complaints will be reviewed and investigated promptly and fairly.

Distributed will not disclose the details of any persons who reports behaviour which is or may be in breach of this Code of Conduct.

12. Other Important Legal Terms

  1. This Community Member Agreement does not create any exclusive relationship between you and Distributed nor any partnership, joint venture, employment or agency relationship between you and Distributed.

  2. When you become a Member, you acknowledge and accept that Distributed is not obligated to use your services for any particular Assignment and there is no guarantee that Distributed will do so.

  3. No failure or delay by Distributed to exercise any right it has under this Community Member Agreement, the Other Relevant Terms or at law will be a waiver of that right.

  4. You must not assign, subcontract or transfer your rights and/or obligations under this Community Member Agreement or any Assignment.

  5. If any part of this Community Member Agreement is found to be invalid or unenforceable, that will not affect the rest of this Community Member Agreement.

  6. This Community Member Agreement and the Other Relevant Terms constitute the whole agreement between you and Distributed and supersede all previous agreements, arrangements and understandings between you and Distributed regarding their subject matter.

  7. This Community Member Agreement and the Other Relevant Terms are governed by the laws of England. You and Distributed submit to the exclusive jurisdiction of the courts of England if there is any dispute between us relating to them.