Contract & Payment Policy
Last revision: January 1st, 2019.
FOR SUBSCRIPTION BASED MARKETING SERVICES:
- SEARCH ENGINE OPTIMIZATION
- DIGITAL ADVERTISING
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.
All agreements commence upon the date payment is received and will be on a month to month contract, with a 30-day notice if termination is requested.
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.
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. If payment is ever more than one business day late, we will immediately halt all work until the account is reconciled.
All payments are due the same day of the date of invoice. Direction Inc. reserves the right to cease the Services for CLIENT if payment is more than ONE DAY overdue.
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.
Cancellation policy for subscription-based services
Once a user submits a request for cancellation and pays the last months invoice, no additional charges will be made. However, no refunds (prorated or otherwise) are provided upon cancellation. In the interest of fairness to all of our clients, no exceptions will be made.
If Direction Inc. is unable to bill your credit card, your account will enter the dunning process, and you will then have seven days from the failed charge date to update your card information before we cease all work on your account. Accounts that have been terminated may be reactivated if valid payment information is entered and the card can be successfully processed for all charges accrued on the account since the failed credit card charge. All unpaid accounts will be deleted after 30 days. Your card can be updated at any time by going to https://www.direction.com/credit-card/
Cancellation policy for one-time services
One time payments made for Website design and development, or any other offered services may only be canceled 24 hours after payment is delivered, this is in the interest of the team that has already begun working on the project.
Any revisions, additions or redesign Client wishes Direction Inc. to perform that are not explicitly mentioned in the Proposal shall be considered outside the scope of this Agreement, and Client shall be billed separately for those additional services. Once project fee is paid in full to Direction, Inc., any elements of text, graphics, photos, contents, trademarks, or other artwork furnished to CLIENT for inclusion in the website is owned by you, the client.
Direction Inc. 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.
Definition. “Confidential Information” means any non-public information that relates to the actual or anticipated business, research, or development of a party and any proprietary information, trade secrets, and know-how of a party that is disclosed to the other party. The Service and all information disclosed by Direction Inc. to Client under this Agreement are Direction Inc.’s Confidential Information.
Nondisclosure and Non-use
The receiving party will not, during and after the term of this Agreement, disclose the Confidential Information of the disclosing party to any third party or use such Confidential Information for any purpose other than as permitted under this Agreement. The receiving party will take all reasonable precautions to prevent any unauthorized disclosure of the disclosing party’s Confidential Information.
Direction Inc. may disclose the terms of this Agreement to a third party without Representative’s consent (a) in confidence, to consultants, accountants, banks, investors, and actual or potential financing sources and their advisors; (b) in connection with the enforcement of this Agreement or rights under this Agreement; (c) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like; or (d) in connection with the requirements of a securities filing.
Representations, Warranties & Disclaimer
Representations and Warranties. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
Direction Inc. makes no representations or warranties of any kind whether express, implied (either in fact or by operation of law), or statutory, as to any matter whatsoever. Direction Inc. expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, and title. Direction Inc. does not warrant against interference with the service or against infringement. Direction Inc. does not warrant that the service is error-free or that operation of the service will be secure or uninterrupted. Client will not have the right to make or pass on any representation or warranty on behalf of Direction Inc. to any other third party.
Client acknowledges search results, search engine rankings, and Paid Search results are influenced by several 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 Direction 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.
Limitation of Liability
(a) Disclaimer of damages. Notwithstanding anything to the contrary contained in this agreement, Direction Inc. 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 Direction Inc.’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 Direction Inc. is apprised of the likelihood of such damages occurring.
(b) Cap on liability. Under no circumstances will Direction Inc.’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 Direction Inc. under this agreement (determined as of the date of any final judgment in an action).
(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.
FOR WEBSITE DESIGN AND DEVELOPMENT SERVICES:
The Client and The Company agree as follows:
This WEBSITE DESIGN AGREEMENT (the “Agreement”) by and between (“CLIENT”) and Direction Inc., doing business at 8000 Westpark Drive Suite 115, McLean, Virginia 22102 (“THE COMPANY”) is made effective as of the date CLIENT electronically signs the Agreement in the manner herein detailed.
THE COMPANY agrees to design and develop for CLIENT a website that will provide CLIENT with an online presence which will identify pertinent information about CLIENT, its services and/or products, its background and experience, and its staff, using information and ideas supplied by CLIENT (the “Project”). In order to facilitate the efficient and effective completion of the Project, the parties recognize that they must work collaboratively and therefore, they agree to undertake and perform the responsibilities set forth below within the parameters herein described.
WEBSITE GENERAL SPECIFICATIONS
- CLIENT’S website (the “Website”) will be created on WordPress. There are no exceptions to this policy. It is further understood that the Website will be designed to work with all common mobile, desktop or laptop computer-controlled Web browsers.
- CLIENT will provide THE COMPANY with all necessary access to website hosting, domain name registries, or related service providers, prior to commencement of work on the Project.
- CLIENT understands that the project consists only of design and development, and does not include content creation, copywriting, or any services similar which consist of creative writing. If those services are requested, they will be billed for separately.
- The Website DESIGN will consist of five (5) page designs, as follows:
1. Home. This page will have text and photographs about CLIENT. The materials utilized on this page are to be supplied by CLIENT, at its expense and they must be approved, and may be edited, by THE COMPANY to ensure that the same can be published as a single functional page within the design requirements of WordPress.
2. About Us. This page will provide a company history and information about its staff, prepared using materials supplied by CLIENT which must be approved, and may be edited, by THE COMPANY to ensure that the same can be published as a single functional page within the design requirements of WordPress.
3. Services. This page will contain a list of CLIENT’S services, prepared using materials supplied by CLIENT which must be approved, and may be edited, by THE COMPANY to ensure that the same can be published as a single functional page within the design requirements of WordPress or another approved medium.
4. Blog. This page will contain a layout ONLY for blog posts. Unless provided during the development period of the Website, this page will not include any new written content.
5. Contact Us. This page will contain a contact form allowing website visitors to send a message to CLIENT.
The design process will consist of four phases: Concept Development, Design, Technical, and Testing. In the Concept Development phase, THE COMPANY will begin work by outlining the basic flow of the website and gathering the text and images for the website. In the Design phase, THE COMPANY will create digital artwork for the outlined web pages and integrate the images and text. In the Technical phase, THE COMPANY will enable the website server, domains and add interactive functionality like forms and emails. In the Testing phase, both the THE COMPANY and CLIENT will check the entire website to make sure it is operating as expected. This website will work in all common browsers and all common mobile devices.
- 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 account 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. Due to the need to work closely with CLIENT in the development of the site and the goal of timely completion of the Project, CLIENT designates an individual (the “Representative(s)”) as the person or persons who are authorized (if more than one, then either of whom are authorized to act) to approve any design features and materials to be included in the Website. During this period after contract execution, THE COMPANY agrees to devote the number of hours as necessary to deliver everything stated above. 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. The design and creation of the Website will be completed through a four (4) phase process, as follows:
- Concept Development. Within seven (14) days of the execution of this Agreement, THE COMPANY will begin work by outlining the basic flow of the Website for the benefit of the Representative and working with the Representative, through face to face meeting at THE COMPANY’S office, or by using such other methods of communication as is acceptable to both parties at a mutually agreeable time. The Representative shall thereafter, provide proposed text and images for the Website (the “Materials”) within 21 days of the initial meeting.
- Design. Within 28 days of after its receipt of the Materials, DESIGN FIRM will begin creating digital artwork for the outlined web pages and integrate the images and text provided by CLIENT, provided, further:
- During the interval THE COMPANY will allow CLIENT to propose modifications to design and content that are generally consistent with the original plan; provided, however, the time within which the Design Phase was to be completed shall start again, as of the date of the THE COMPANY’S acceptance of the proposed revisions. If THE COMPANY requests additional input, materials, or advice from CLIENT, CLIENT will provide the same as soon as practical to assure that the Project can be timely completed.
- 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. Should THE COMPANY determine that proposed modifications requested by CLIENT affect the scope of work and will increase the cost of its performance under the Agreement, then it shall notify CLIENT as soon as practical and advise CLIENT of any increases in the cost of the Project or in the time required to complete the same. No CLIENT requested modifications that will have such effect shall be commenced unless both parties agree in writing to the corresponding changes in costs to be paid by CLIENT and adjustments to time for completion.
- Once completed, THE COMPANY will present CLIENT with a proposed mock-up of each page. CLIENT must review and comment on the mock-up within 7 days of presentation and the parties will use their best efforts to resolve any design concerns within the next 4 weeks; provided, however, the decision of the THE COMPANY on any issue of disagreement that affects the WebPress requirements for the functionality of the Website shall be final and conclusive.
- Technical. Once the parties have an approved design, THE COMPANY will use its best efforts to enable the website server, domains and add interactive functionality like forms and emails within 28 days of the date the design is approved.
- Testing. THE COMPANY will notify CLIENT when the technical process is completed and the parties will then arrange to coordinate a mutually agreeable time during which the parties access the entire Website to ensure it is operating as expected. If any defects in function are noted, the THE COMPANY shall resolve the issue as soon as is practical thereafter.
PAYMENT FOR BASE WEBSITE DESIGN SERVICES
- The amount due for the services to be provided by THE COMPANY hereunder for the design and launch of the Website shall be the price agreed to in the proposal. This sum shall be paid in full prior to the commencement of Concept Development phase.
- Once the above sum is paid, CLIENT SHALL HAVE NO RIGHT TO CANCEL THIS AGREEMENT, and under no circumstances shall CLIENT be entitled to a refund of the sum paid, unless the THE COMPANY fails in good faith to complete the Project despite the full and timely cooperation of CLIENT.
WEBSITE USE AND PAYMENT FOR HOSTING SERVICES
- To ensure timeliness of all payments, CLIENT shall place on file with THE COMPANY a credit card that it may access to obtain the hosting fee payments. All payments from the credit card account shall be taken on the date the invoice is due to cover the upcoming month’s hosting services. If, THE COMPANY seeks to obtain a payment and it is unable to utilize the card on file, it shall notify CLIENT in writing and CLIENT shall deliver the missed payment and resolve any credit card issues at that time. Should CLIENT fail ro refuse to pay a hosting fee, due within one week (7 days) of invoicing, THE COMPANY shall have the absolute right to disable the site if CLIENT has no intention to pay, or replace the content of the site with a “this site is under maintenance” message until the payment issue is resolved, if the issue is merely a delay caused be CLIENT.
- CLIENT may, in its sole discretion, upon not less than 14 days’ written notice, elect to have an alternative entity host the Website. In that event, THE COMPANY will cooperate, as needed, at CLIENT’S expense, in the relocation process.
- This Agreement does not commit THE COMPANY to perform any modifications or maintenance of the Website, once successfully launched. Should CLIENT, at any time, or from time to time, in the future, desire to modify the content of, or if CLIENT desires to undertake any other revisions or maintenance of, the Website, THE COMPANY should not be bound to undertake the same, unless and until the parties enter into a separate agreement for those services.
RESPONSIBILITY FOR MATERIALS AND CONTENT
- THE COMPANY understands that the CLIENT may share some non-public, sensitive business information to THE COMPANY while working on the PROJECT. THE COMPANY agrees to keep this information confidential and not disclose it to any outside parties, except on a need to know basis. 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.
- 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 it 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. THE COMPANY shall have a limited, royalty-free, right to use such items for the purposes of completing its obligations under this Agreement, and for purposes of showing potential clients examples of THE COMPANY’S work product. 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 retain ownership in the XHTML markup, CSS and all other code. CLIENT shall have a perpetual, royalty-free license to use the same for this Website only and for no other purpose.
- After CLIENT’S final payment is received, THE COMPANY will provide CLIENT with a copy of all files relevant to this Project. THE COMPANY shall have no obligation to keep or maintain the same, nor shall it be obligated to provide any native source files used in developing the Website.
- 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 THE COMPANY 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.
GENERAL CONTRACT TERMS
- The parties each represent that they are authorized to enter into this Agreement and have had the opportunity to consult with counsel of their choosing in advance of executing the same.
- The parties are not intending this Agreement to create a partnership, agency, employer-employee, joint venture, or franchise relationship between THE COMPANY and CLIENT. Neither party will incur debts or make any commitments to third parties on behalf of the other.
- Neither of the parties has permission to assign or delegate any of their responsibilities under this Agreement to anyone else without the prior written agreement of the other party.
- The parties acknowledge that they may obtain access to information regarding each other’s clients, employees or independent contractors during the course of performance under this Agreement. Both parties agree that they will not solicit any business from each other’s clients, hire the employee or independent contractor during the course of performance, nor for one calendar year following completion of performance, unless consented to in writing.
- 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. In the unlikely event that the Parties later have a dispute about the meaning of this Agreement or whether one or the other failed to meet their responsibilities under this Agreement, the Parties agree to the following:
- The complaining party will provide a written explanation of their dispute to the other party, and the parties will then, within seven (7) days, in good faith discuss the dispute and seek a mutually acceptable resolution. If the dispute has not been resolved within thirty (30) business days after such good faith discussions begin, either party is free to assert its rights in court, if they choose.
- In the event of such a dispute, the parties agree that this Agreement shall be interpreted in accordance with the laws of the State of Virginia (with the understanding that laws regarding how agreements are interpreted are different from state to state) and that the venue, or location, of any dispute or lawsuit would be in the proper court for the County of Fairfax in the State of Virginia.
- If any part of this Agreement is determined by a court to be illegal, invalid, or unenforceable, this Agreement will still be enforced between the parties as to the remainder of the same.
- 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. Damages for breach of this Agreement by THE COMPANY shall not exceed the amount paid, or to be paid, by CLIENT to THE COMPANY hereunder. Under no circumstances, shall THE COMPANY be liable to CLIENT for lost profits, consequential damages, and/or ancillary damages.
- This Agreement contains the entire agreement between the parties. Neither party has any understandings or expectations of the other party that is not stated herein.
- Notice Every notice, demand, request or other communication which may be or is required to be given under this Agreement shall be sent by certified U.S. Mail, Federal Express or other nationally recognized overnight or express mail delivery service with proof of delivery or facsimile (with proof of facsimile delivery and only so long as another acceptable form of delivery as provided herein is also immediately used by the sending party) or by email (with proof of delivery and only so long as another acceptable form of delivery as provided herein is also immediately used by the sending party) and shall be addressed to the addresses below. Either party may designate, by written notice to the other party, any other address for such purposes. Any notification sent via facsimile transmission (and another mode, as required above) shall be deemed validly given on the date sent and confirmed via such facsimile. Notice shall be deemed provided on the date delivered or the date delivery is refused.
Each party has had an opportunity, before signing this Agreement, to review these terms in detail and make sure that they accurately reflect the parties’ full agreement. The parties have discussed and revised the terms, and they have edited the same if and where necessary.