Contractual Agreement Terms & Payment Policies
These agreements apply to all contracts signed via PandaDoc.
Last updated: April 30th 2020
Direction Inc. (“Direction Inc.” “we” or “us”) provides a range of marketing products and services for businesses of all sizes. Your Service Agreement (the “Service Agreement”) sets forth which Services are being purchased, the Client purchasing the Services (the “Client”, “you” or “your” and together with Direction Inc the “Parties” or each individually a “Party”), the costs for such Services, the minimum Initial Term and other relevant details. These Terms of Services (the “Terms of Service” or the “Terms”) are incorporated by reference into and made part of any Service Agreement submitted to Direction Inc. and govern the relationship between you and Direction Inc. These Terms of Service are effective on the date the Service Agreement is signed (the “Effective Date”) and remain in effect until terminated as provided below. The Service Agreement, the Terms of Service and the other documents incorporated by reference herein are collectively referred to as the (“Agreement”).
PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THESE TERMS, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHICH CONTAIN, AMONG OTHER PROVISIONS, DISPUTE RESOLUTION PROVISIONS, A WAIVER OF CLASS-ACTION RIGHTS AND LIMITATIONS OF LIABILITY. UNLESS OTHERWISE EXPRESSLY STATED, DIRECTION INC. DISCLAIMS ANY AND ALL WARRANTIES WHETHER PROVIDED BY DIRECTION INC., ITS AFFILIATES, OR ITS RESPECTIVE EMPLOYEES AND AGENTS.
We’ll always do our best to fulfill your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. What we do want is what’s best for both parties, now and in the future.
So in short; You are hiring us, Direction Inc. to:
Work on your search engine optimization
For the estimated total monthly recurring price as outlined in the signed proposal.
Of course it’s a little more complicated, but we’ll get to that.
The Client and Company Agree as Follows
You: You have the authority to enter into this contract on behalf of yourself, your company or your organization. You’ll give us the assets and information we tell you we need to complete the project. You’ll do this when we ask and provide it in the formats we ask for. You’ll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.
Us: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavor to meet every deadline that’s set and on top of that we’ll maintain the confidentiality of everything you give us.
By signing this agreement, Client has retained The Company to proceed with search engine optimization services, as determined by Client, who agrees to the terms and conditions as set forth in this Agreement. The Company agrees to execute on everything stated above in this proposal to the best of The Company’s ability to achieve the best results possible.
During this period after contract execution, The Company agrees to devote the number of hours as necessary to deliver everything stated in the proposal. Work will normally occur between the hours of 9:00 am to 6:00 pm Mondays to Thursdays, and 9:00 am to 1:00 pm Fridays. As SEO is constantly evolving, all deliverables are subject to change as needed based on our professional discrepancy in order to produce the best results.
The Company will run the card on file for the Client for the agreed and signed on amount in your contract which includes the month one setup fee and the monthly fee, and will be charged the monthly fee on a recurring monthly basis beginning one month after proposal execution until a 30-day written notice is provided as request of cancellation.
Campaign deliverables will be recorded by The Company and reported to Client on a weekly basis, beginning two weeks after proposal execution.
Direction Inc. Direction Inc. provides a variety of services to businesses of all sizes. Our mission is to build lasting, successful relationships with our clients and their businesses by increasing their sales through profitable search marketing tactics and helping their business processes grow efficiently. At Direction, Inc. we have strong foundational values in which we have built our company. The following are our company pillars:
i. Domination. To inspire everyone around you with a thirst for excellence and winning. To care immensely about success; both the success of Direction Inc. and of our clients.
ii. Innovation. To re-conceptualize ideas to discover practical solutions, to minimize complexity and simplify processes to excel in furthering campaigns.
iii. Responsibility. To be motivated, self-aware, self-disciplined and self-improving.
iv. Effectiveness. To take action that effectively radiates positivity, growth and strategy.
v. Curiosity. To seek new opportunity, listen and learn eagerly. To strive to discover and build new strategies, techniques and technologies.
vi. Transparency. To value the truth in every situation and be compassionate. To take pride in honesty and integrity.
(a) Non-Assignability and Binding Effect. Representative may not assign its rights and obligations under this Agreement without the written consent of Direction Inc., except pursuant to a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their successors and assigns.
(b) Notices. Any notice required or permitted to be given under this Agreement will be valid if it is writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth below and with the proper postage affixed. Either party may change its address for receipt of notice by sending notice as designated above. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.
(c) Force Majeure. Nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party.
(e) Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Virginia, U.S.A, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.
(f) Arbitration. Any disputes related to or arising out of this agreement shall be submitted to binding arbitration in Maryland before a mutually agreed upon arbitrator pursuant to the commercial rules of the American Arbitration Association. The arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney’s fees and legal interest on any award or judgment in favor of the prevailing party.
(g) Remedies Cumulative. The remedies provided to the parties under this Agreement are cumulative and will not exclude any other remedies to which a party may be lawfully entitled.
(h) Waiver and Severability. The waiver by either party of any breach of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation under this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement. If any part of this Agreement is unenforceable, the remaining portions of this Agreement will remain in full force and effect.
(i) Entire Agreement. This Agreement, including any Exhibits, is the final and complete expression of all agreements between these parties and supersedes all previous oral and written agreements regarding these matters. It may be changed only by a written agreement signed by the party against whom enforcement is sought. The exhibits referred to in this Agreement are incorporated by this reference as if fully set forth here.
Direction, Inc. assumes you, the client has permission from the rightful owner to use any code, scripts, data, and reports are provided by you for inclusion in its materials, and will hold harmless, protect, and defend Direction, Inc. from any claim or suit arising from the use of such work.
Direction, Inc. retains the right to display graphics and other web content elements as examples of their work in their portfolio and as content features in other projects.
Proprietary Information and Use of Materials
All information disclosed by one PARTY to the other PARTY, shall be deemed to be confidential and proprietary (“Proprietary Information”). Such Proprietary Information includes, without limitation, information regarding marketing, sales programs, sales volume, sales conversion rates, sales methods and processes, sales proposals, products, services, vendors, customer lists, training manuals, sales scripts, telemarketing scripts, names of investors, and customer information, operating procedures, pricing policies, strategic plans, intellectual property, information about a PARTY’s employees and other confidential or Proprietary Information belonging to or related to a PARTY’s affairs. The receiving PARTY acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the receiving PARTY will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving PARTY. The PARTIES, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The PARTIES warrant and represent that the degree of care contemplated herein is adequate and the PARTIES will take any and all steps reasonably necessary to preserve such Proprietary Information.
THE PARTIES acknowledge that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the adversely affected PARTY, for which monetary damages, on their own, would be inadequate. Accordingly, THE PARTIES agree the adversely affected PARTY shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement.
Any other services provided in addition to the deliverables reflected above will be made explicitly clear by The Company, and will only be performed upon explicit approval, in writing by Client. Additional services which The Company provides will be made available to Client by The Company and will be billed separately, with work beginning within 10 work days (two weeks) after The Company receives payment from Client. While no additional expenses are foreseen, if any third party plugins or softwares are specifically requested by Client during the term of this contract, they will be purchased by Client, then provided to The Company.
Limitation of Liability
THE COMPANY shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. THE COMPANY is not liable for any or all business losses or expenses in the operation of your site including during downtime, loss in sales, loss in revenues, loss of profit, depreciation of assets, or transportation expenses or changes in any search engine or directory. THE COMPANY is not responsible for errors which result from faulty or incomplete information supplied to THE COMPANY by CLIENT. CLIENT also agrees to not seek damages directly or indirectly through suits by or against other parties. THE COMPANY shall not be liable to CLIENT for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics; changes in policies, changes in terms of services.
(a) Disclaimer of damages. Notwithstanding anything to the contrary contained in this agreement, THE COMPANY will not, under any circumstances, be liable to client for consequential, incidental, special, punitive, or exemplary damages arising out of or related to the services or CLIENT’s website, including but not limited to lost profits, loss of business, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or reduction in rankings, sales, or performance that are caused by communication failure, theft, destruction or unauthorized access to THE COMPANY’s records or programs, or any acts or omissions of search engines, directories or other places on the web which may or may not link to CLIENT’s site(s), even if THE COMPANY is apprised of the likelihood of such damages occurring.
(b) Cap on liability. Under no circumstances will THE COMPANY’s total liability of all kinds arising out of or related to this agreement (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the total amount paid by client to THE COMPANY under this agreement (determined as of the date of any final judgment in an action).
Handling of Disputes
THE PARTIES agree that any dispute regarding this Agreement, and any claim made by CLIENT for return of monies paid to THE COMPANY, shall be handled in accordance with applicable Virginia State and Federal laws. CLIENT agrees that, regardless of whether CLIENT is ultimately successful in any credit card cancellation dispute, it is liable to pay THE COMPANY for all work completed. If CLIENT does not pay upon THE COMPANY’s demand and within 30 days, THE COMPANY reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any credit card cancellation dispute. Additionally, if THE COMPANY is successful in any payment dispute, THE COMPANY reserves the right to pursue CLIENT for the costs THE COMPANY had incurred in disputing or defending such credit card cancellation, including but not limited to the lost business profits in the from time THE COMPANY and its representatives spent handling such dispute, at THE COMPANY’s hourly rate of $200.00/hour.
THE COMPANY does not warrant or guarantee any specific level of performance or results. CLIENT acknowledges search results, search engine rankings, and Paid Search results are influenced by many factors, and Direction does not make any promise or guarantee with respect to any position, placement, rank of Website or ad in any search engine, and THE COMPANY has made no guarantees, representations, or warranties to CLIENT with respect to the results or performance of services, including, but not limited to, the quality or volume of Internet traffic or business the services will generate. Examples of results obtained for other clients of THE COMPANY may be used as a marketing tool and shown to CLIENT for demonstrative purposes only and should not be construed by CLIENT as indicating any promised results or level of results.
In order to eliminate any confusion on the project, you will have access to a dedicated campaign manager during normal operation hours of 9:00 am to 6:00 pm Mondays to Thursdays, and 9:00 am to 1:00 pm Fridays via a phone call or screen-share meeting as long as the request for such is provided at least three business work days in advance. Access to email support with your dedicated campaign manager is unlimited during normal operation hours of 9:00 am to 6:00 pm Mondays to Thursdays, and 9:00 am to 1:00 pm Fridays, with response times via email within 48 hours.
Direction Inc. provides subscription-based marketing services. When you purchase a monthly plan, we require a credit card to keep on file which will be charged on a recurring basis per the signed contractual agreement. By keeping a debit or credit card on file, you take responsibility for all charges made in accordance with the chosen plan and the following policies. Direction Inc. reserves the right not to commence the Services until the Initial Payment is received.
We require a card to be on file at https://direction.com/credit-card/ which will be automatically charged on a monthly recurring basis for the life of the contract. All payments are due the same day of the date of invoice. If payment is ever more than five business days late, and we do not hear from you, we will immediately halt all work until the account is reconciled.
Client agrees to pay Direction Inc. the Pricing selected in the Pricing section of the Proposal.
Client agrees to pay the first months payment upfront to commence the Services. Direction Inc. reserves the right not to commence the Services until the Initial Payment is received.
All campaign deliverables stated in the contract are subject to change, based on campaign performance and specific needs which vary with each campaign. Direction Inc will notify CLIENT if and when any deliverables stated in the contract are to change.
There are strictly no refunds on any services provided by Direction Inc.
Ownership of Work
CLIENT warrants that all text, photographs, graphics, designs, logos, trademarks, service marks, artwork or videos provided to THE COMPANY for the Website is either owned by CLIENT or it has lawful permission to use the same on the Website, without cost or expense to THE COMPANY, and CLIENT shall hold harmless, defend, and indemnify THE COMPANY, from and against any claims, demands, suits or causes of action of any kind arising from THE COMPANY’S inclusion of such materials on the Website.
THE COMPANY warrants that any elements of text, graphics, photos, designs, logos, trademarks, service marks, artwork, or video, not provided by CLIENT, that THE COMPANY includes in the Website is owned by the THE COMPANY, or used with permission of the owner for use on the Website, and THE COMPANY shall hold harmless, defend, and indemnify, CLIENT from and against any claims, demands, suits or causes of action of any kind arising from its inclusion of such materials on the Website.
Neither party shall include within the Website any functionality that is protected by a patent to which the party who has provided the functionality has no license or permission to use.
From the date of CLIENT’S payment of the total amount due for the Website’s development and launch, CLIENT shall own the intellectual property rights in all text, graphics, photos, designs, logos, trademarks, service marks, or artwork, provided to THE COMPANY for purposes of the Website design. At no time, however, shall THE COMPANY convey to CLIENT, nor shall it lose, its free and unrestricted rights in its technical know-how, expertise, its software and hardware designs and design features, nor the native source files used in developing the Website.
THE COMPANY will never remove any work done to the CLIENT’s website or for the CLIENT’s website. This is an investment into the CLIENT’s business, and we respect the CLIENT’s decision to choose THE COMPANY as the CLIENT’S partner in growth. THE COMPANY does not take a single penny the CLIENT spends with THE COMPANY lightly, and THE COMPANY is very serious about producing results.
We recommend a minimum of twelve (12) months to experience true results. If twelve (12) months are not allotted, you acknowledge that you are not providing your business with a true chance to succeed online.
If cancellation is determined prior to six (6) months, a 30-day cancellation notice is required, along with a cancellation fee equal to one (1) months campaign (Ex. Cancelling a $2,500.00/month campaign prior to six months would result in a total fee of $5,000.00).
If cancellation is determined prior to twelve (12) months, a cancellation fee equal to one and a half (1.5x) of one (1) month’s campaign cost, along with a 30-day written notice is required. (Ex. Cancelling a $2,500.00/month campaign prior to twelve months but after 6 months would result in a total fee of $3,750.00).
After twelve (12) consecutive months of service, we require only a 30-day written notice.
If the next billing date falls within those 30 days, that billing date will be the final bill (ex. Cancelling a campaign after 12 months on the 20th of the month if your billing date is on the 1st of the next month, means you will be billed on the first of the next month as it falls within the 30 days of the cancellation notice).
CLIENT’s signature on the search engine optimization proposal indicates acceptance of everything outlined above, provision of initial payment as agreed upon in the signed proposal and entrance into a contractual agreement with DIRECTION INC. beginning on the date of signature and receipt of payment.