Affiliate Agreement

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Direction Inc.

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in the Direction Inc. Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the Direction Inc. web site. Please note that throughout this Agreement, “we,” “us,” and “our” will mean Direction Inc., and “you,” “your,” and “yours” will mean the affiliate.

2. Affiliate Obligations

2.1. To begin the enrollment process, you will complete and submit the online application at the affiliates.direction.com URL. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials

2.1.2. Promotes violence

2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

2.1.4. Promotes illegal activities

2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law

2.1.6. Includes “Direction Inc.”, “Direction Local”, “Direction.com/local/”, “Direction.com” or variations or misspellings thereof in its domain name

2.1.7. Is solely a coupon aggregator or deal site

2.1.8. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

2.1.9. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.

2.1.10. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Direction Inc. or any other affiliated business.

2.2. As a member of the Direction Inc. Affiliate Program, you will have access to Affiliate Account Manager. At it you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the Direction Inc. web site) and banner creatives, browse and get tracking code for our coupons and deals and receive reports. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link or other affiliate link we provide you with.

2.3. Direction Inc. reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that your site is up-to-date and to notify you of any changes to your site that we feel should enhance your performance.

2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

3. Direction Inc. Rights and Obligations

3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to your site that we feel should be made or to make sure that your links to our web site are appropriate and to notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Direction Inc. Affiliate Program.

3.2. Direction Inc. reserves the right to terminate this Agreement and your participation in the Direction Inc. Affiliate Program immediately and without notice to you should you commit fraud in your use of the Direction Inc. Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Direction Inc. shall not be liable to you for any Commissions for such fraudulent sales.

3.3. All product prices are at the sole discretion of Direction Inc. and may change at any time.

3.4. All agreements relating to sales to customers shall be between Direction Inc. and the customer.

3.5. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion. In such event you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures, and the Direction Inc. Affiliate Program rules. If any modification is unacceptable to you, your sole recourse is to end this Agreement. Your continued participation in the Direction Inc. Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your acceptance of all changes therein.

6. Eligible Products

As a Direction Inc. affiliate partner, you are eligible to earn 10% commission on all Direction Local sales (unless another commission rate is otherwise agreed upon). Corresponding products and subscription types eligible for 10% commission are as follows:

Local Business Annual Subscription
Local Business Monthly Subscription
Local Doctor Annual Subscription
Local Doctor Monthly Subscription
Local Tourism Annual Subscription
Local Tourism Monthly Subscription

In addition to earning commissions on software sales, Direction Inc. affiliate partners can earn 1% recurring commission on SEO Campaign sales.

Please note: In order to be eligible for commission payouts, the prospect/lead referred to our website must make a purchase within 30-days of entering our website via the affiliate tracking link. The users behavior will be tracked and recorded in each affiliate partner’s affiliate dashboard.

6.1. Affiliates are not eligible to earn commission by referring new affiliates to the Direction Inc. affiliate program.

7. Payment

Direction Inc. uses third parties to handle all of the tracking and payment. The third parties are: PayPal, Stripe & Direct Deposit. Payment terms and conditions are 30-day payouts. Direction Inc. will pay commissions on all qualifying affiliate sales. Sales include all affiliate orders that have been sold, paid in full and shipped or completed services to the visitor from your site, but does not include amounts collected for sales taxes, duties, shipping and handling fees, or credit for returned goods, services or similar charges.

8. Returns and Reversals

Direction Inc. takes pride in our low reversal rate; however, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges and Program violations as outlined in these terms. Furthermore, if we request from you any clarification or additional information on any order or clicks that we feel may be in violation of our terms and conditions and you are either not forthcoming or intentionally vague or not responsive within a reasonable time period, we may reverse orders or suspend you from the program entirely.

9. Promotion Restrictions

9.1. Affiliates are prohibited in spamming, unsolicited commercial email (UCE), unlawful mass emailing, and any unapproved emailing or in any failing to comply with the CAN SPAM Act of 2003, the CASL that came into effect in 2014, and/or any other laws or regulations governing email advertising and marketing. Other generally prohibited forms of advertising include postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once, spamming via instant message, social media or other online forums or groups. In addition, affiliates may not advertise in any way that effectively conceals or misrepresents your identity, your domain name or your return email address. You may use mailings to customers to promote Direction Inc. so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups or forums to promote Direction Inc. so long as the news group or forum specifically welcomes commercial messages. You must always clearly represent yourself and your web sites as independent from Direction Inc.. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Direction Inc. Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

9.2. Paid Search Marketing Restrictions:

Protected SEM Bidding Keywords: Publishers/affiliates may not bid on Direction Local, Direction Inc., Direction.com, Direction.com/local/, Direction Inc. or Direction Local coupon, Direction Inc. or Direction Local deal, or any other Direction Inc. trademark terms or any permutations, plurals or misspellings thereof.

Negative Matching: Publishers/affiliates are required to negative match any trademarked terms or derivations thereof to avoid any violation.

Display URL Restrictions: These are terms that publishers are prohibited from using in the display URLs of search marketing campaigns: Direction.com, Direction.com/local/ or any derivation or typo of these URLs.

Official Site: You may not claim to be Direction Inc. at any time and you are further prohibited from using the term “official site” in your ad or otherwise presenting your web site as an official site.

If Direction Inc. determines, in its sole discretion, that you have purchased or attempted to make any purchase in violation of the above restrictions, then Direction Inc. may (without limiting any other remedies available to it) pursue any or all of the following actions:

• Withhold all Payouts or other compensation otherwise payable to you for the month in which you purchased the prohibited trademarked terms;

• Contact the search engine in which your ad was found to ask that these ads be removed immediately and permanently;

• Report the violation to it’s third party networks;

• Terminate these Special Terms as provided herein, and remove you from the Program permanently and immediately.

9.3. Coupon and Deal Restrictions:

Affiliates may only promote coupons and deals made available through the affiliate program through the refer.direction.com network interface. Any existing coupons or deals posted to your site prior to this change should be removed. At no time may affiliates allow other Direction Inc. coupons, deals or promotions to be posted to their websites, including but not limited to posts by the community. Affiliates may not use misleading text on links, banners, buttons, and images or use “click to reveal” language in a bid to generate a click to set an affiliate cookie nor may you claim that anything besides currently authorized coupons or deals are available to the consumer. As noted in Section 2.1.7, Direction Inc. does not accept sites that are solely coupon aggregator or deal sites into the Direction Inc. affiliate program. As noted in Section 9.2, affiliates may not bid on “Direction.com coupon”, “Direction Local coupon” or any permutations, plurals or misspellings thereof at any time.

9.4. Affiliates are not prohibited from purchasing our products through their own affiliate links.

9.5. Affiliates are prohibited from the use of software downloads or technology which (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN/Bing, Yahoo and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open the Direction Inc. site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application. This includes any so-called “interstitials,” “ParasiteWare™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets,” “browser helper objects or BHOs” or “deceptive pop-ups and/or pop-unders” or similar products.

10. Grant of Licenses

10.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Direction Inc. Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Direction Inc. and the good will associated therewith will inure to the sole benefit of Direction Inc..

10.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

11. Disclaimer

Direction Inc. makes no express or implied representations or warranties regarding Direction Inc. service and web site or the products or services provided therein, any implied warranties of Direction Inc.’s ability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded. In addition, we make no representation that the operation of our site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

12. Representations and Warranties

You represent and warrant that:

12.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

12.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

12.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

13. Limitations of Liability

We will not be liable to you with respect to any subject matter of this agreement under any contract, negligence, tort, strict liability or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this agreement, in no event shall Direction Inc.’s cumulative liability to you arising out of or related to this agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total commission fees paid to you under this agreement.

14. Indemnification

You hereby agree to indemnify and hold harmless Direction Inc., and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

15. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

16. Miscellaneous

16.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Direction Inc. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

16.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

16.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas. Both parties agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of the State of Texas with respect to any and all disputes arising from this agreement.

16.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

16.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

16.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

16.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.