Contract & Payment Policy
Direction Inc. provides subscription-based marketing services. When you purchase a monthly plan, the credit card on file will be charged on a recurring basis. When you sign up for a paid plan, you are agreeing to pay and take responsibility for all charges made in accordance with the chosen plan and the following policies. Direction Inc. reserves the right to not commence the Services until the Initial Payment is received.
Agreements commence upon the date payment is received and after 6 months will be on a month to month contract, with a 31-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 to not commence the Services until the Initial Payment is received.
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 1 day overdue.
All campaign deliverables stated in the contract are subject to change without notice based on campaign performance and specific needs which vary with each campaign.
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.
One time payments made for Web development, design, or other offered services may only be cancelled 24 hours after payment is delivered, this is in the interest of the team that has already begun working on the project.
Monthly Plan Billing
Monthly plans provide month-to-month marketing services, with monthly charges being made each renewal day (the same day of the month that you originally signed up for the plan). Monthly plans automatically renew every month. If you cancel before an upcoming renewal day without notice, you will not receive a refund, and will be charged the (1) month cancellation fee.
If Direction Inc. is unable to bill your credit card, your account will enter the dunning process and you will then have 7 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/
Any revisions, additions or redesign Client wishes Direction Inc. to perform that are not specifically 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 you, the client for inclusion in website are owned by you, the client.
Direction Inc. is not liable for any and all business losses or expenses in the operation of your site including during down time, loss in sales, loss in revenues, loss of profit, depreciation of assets, or transportation expenses or for 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.
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 effective 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 appropriate 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.
Website Design Agreement (if applicable)
This WEBSITE DESIGN PROPOSAL is being entered into by (“CLIENT”) and Direction Inc. (“DESIGN FIRM”). CLIENT is hiring DESIGN FIRM to design and develop a website in exchange for the payment(s) described in the Proposal. The Proposal describes in detail the responsibilities of each of the parties in completing this project.
Each party has had an opportunity, before signing this Website Design Proposal, to review these terms in detail and make sure that they properly reflect the parties’ full agreement. The parties have discussed and revised the terms below, edited where necessary, and have had the opportunity to consult with a lawyer if they wanted. To their best understanding, this document includes the full scope of responsibilities that each party expects the other to perform to complete this project.
DESIGN FIRM will design and develop a website for CLIENT to provide CLIENT with an online presence and to provide information about CLIENT’s company. This website will be created on WordPress unless otherwise specified in the proposal.
3.THE WEBSITE WILL BE A 5-PAGE WEBSITE CONSISTING OF THE FOLLOWING PAGES: HOME, ABOUT US, SERVICES, BLOG, AND CONTACT US. THE HOME PAGE WILL HAVE TEXT AND PHOTOGRAPHS ABOUT CLIENT. THE ABOUT US PAGE WILL GIVE A COMPANY HISTORY. THE SERVICES PAGE WILL CONTAIN A LIST OF CLIENT’S SERVICES. THE BLOG PAGE WILL CONTAIN A LAYOUT FOR BLOG POSTS. THE CONTACT US PAGE WILL CONTAIN A FORM ALLOWING WEBSITE VISITORS TO SEND A MESSAGE TO CLIENT.] All text and photographs will be provided by and at the expense of, CLIENT in consultation with DESIGN FIRM.
4.The website will be hosted on [HOSTING] at CLIENT’s expense. The domain name(s) that will be connected to this website are the following: [URLS]. CLIENT has already registered or will register, these domain names at CLIENT’s expense.
5.The design process will consist of four phases: Concept Development, Design, Technical, and Testing. In the Concept Development phase, DESIGN FIRM will begin work by outlining the basic flow of the website and gathering the text and images for the website. In the Design phase, DESIGN FIRM will create digital artwork for the outlined web pages and integrate the images and text. In the Technical phase, DESIGN FIRM will enable the website server, domains and add interactive functionality like forms and emails. In the Testing phase, both the DESIGN FIRM and CLIENT will check the entire website to make sure it is operating as expected. This website will work in all ordinary browsers. It will not be designed to operate on mobile devices unless specifically designated.
6.CLIENT and DESIGN FIRM will consult no less frequently than at the end of each phase of the design process for CLIENT approvals.
7.After completion of the design and development of the website under this Proposal, any future modifications of content or other maintenance of the website will be the responsibility of the CLIENT unless the parties enter into a separate agreement for those services.
8.DESIGN FIRM will start work on the project within 7 days of this Web Design Proposal being signed and will complete the work by a date set forth in the proposal.
9.DESIGN FIRM will keep CLIENT updated on activities and progress at reasonable intervals, and reasonably respond to inquiries regarding progress. DESIGN FIRM will allow CLIENT to propose modifications to design and content within the scope of the Website Specifications, or as agreed to in writing by the parties.
10.DESIGN FIRM understands that the CLIENT may share some non-public, sensitive business information to DESIGN FIRM while working on the PROJECT. DESIGN FIRM agrees to keep this information confidential and not disclose it to any outside parties.
11.CLIENT will provide DESIGN FIRM with all necessary access to website hosting, domain name registries, or related service providers for the purposes of completion of its work under this Web Design Proposal.
12.Unless specified otherwise, CLIENT will provide DESIGN FIRM with all text, graphics, photos, designs, logos, trademarks, service marks, artwork or videos for the website at CLIENT’s expense.
13.CLIENT will provide requested materials and respond to DESIGN FIRM questions in a timely manner.
14.CLIENT will pay DESIGN FIRM for its work under this Agreement as follows:
a. A flat fee as determined in the proposal, paid-in-full, up-front unless otherwise specified.
INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP OF WEBSITE
15.Both parties agree on the importance of respecting the intellectual property rights of others, including rights relating to patents, trademarks, service marks, and copyrights.
16.CLIENT guarantees that any elements of text, graphics, photos, designs, logos, trademarks, service marks, artwork, or video that it provides to the DESIGN FIRM for inclusion in the website are either owned by CLIENT, or that CLIENT has permission from the owner to use them on the website. Likewise, DESIGN FIRM guarantees that any elements of text, graphics, photos, designs, logos, trademarks, service marks, artwork, or video that it includes in the website has either been provided by the CLIENT, or is owned by the DESIGN FIRM, or used with permission of the owner for use on the website. Additionally, neither Party shall include within the website any functionality that is protected by a patent to which the Party has no license or permission to use. If either party, either intentionally or inadvertently, violates these guarantees, that party agrees to indemnify (pay for) any resulting damages to the other party based on a claim from the owner, including attorney fees.
17.As to the remainder of the project, intellectual property rights are designated as follows:
a. CLIENT owns the intellectual property rights to all text, graphics, photos, designs, logos, trademarks, service marks, or artwork, provided to DESIGN FIRM for purposes of this Web Design Proposal. DESIGN FIRM has a limited, royalty-free, right to use such items for the purposes of completing its obligations under this Proposal, and for purposes of showing potential clients examples of DESIGN FIRM’s work as outlined in paragraph 18.
b. DESIGN FIRM owns the intellectual property rights to all text, graphics, photos, designs, logos, artwork or other visual elements that DESIGN FIRM creates for CLIENT for this project until final payment is made by CLIENT. At that time, ownership shall pass to CLIENT, with DESIGN FIRM retaining a limited, royalty-free, right to use such items for the purposes of completing its obligations under this Proposal, and for purposes of showing potential clients examples of DESIGN FIRM’s work as outlined in paragraph 18.
18.DESIGN FIRM will give CLIENT a copy of all files relevant to this Proposal to be safely stored. DESIGN FIRM is not required to keep them or provide any native source files used in making them. DESIGN FIRM will own the XHTML markup, CSS and other code and license it to CLIENT for use on only this project.
19.DESIGN FIRM reserves the right to display and link to the completed website, as well as the DESIGN FIRM’s website from the CLIENTs new website as part of DESIGN FIRM’s portfolio and to write about the project on websites, in magazine articles and in books about web design.
20.The Parties understand that sometimes circumstances change after an agreement is entered into that may affect the scope of work or the cost of performing the agreement. The Parties agree to the following procedures in this event.
21.Any significant modification to the scope of work to be performed by DESIGN FIRM must be agreed to by both parties in writing (email confirmation is acceptable), including any corresponding change in costs to be paid by CLIENT. For example, if CLIENT requests that the Website also be designed for operation on mobile devices, the Parties must agree to add this functionality to the Website Specifications and agree to the additional amount that CLIENT will pay to add this additional work.
General Contract Terms
22.The Parties each represent that they are authorized to enter into this Proposal and have had the opportunity to consult with their own attorney(s) in advance of executing this Proposal.
23.The parties are not intending this Website Design Proposal to create a partnership, agency, employer-employee, joint venture, or franchise relationship between DESIGN FIRM and CLIENT. Neither party will incur debts or make any commitments to third parties on behalf of the other.
24.Neither of the parties has permission to assign or delegate any of their responsibilities under this Proposal to anyone else without the prior written agreement of the other party.
25.The Parties acknowledge that they may obtain access to information regarding each others clients, employees or independent contractors during the course of this Web Design Proposal. Both Parties agree that they will not solicit any business from each others clients, hire the employee or independent contractor during the course of this Proposal, nor for one calendar year following termination of this Proposal, unless consented to in writing.
26.In the unlikely event that the Parties later have a dispute about the meaning of this Proposal or whether one or the other failed to meet their responsibilities under this Proposal, the Parties agree to the following:
a. 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.
b. In the event of such a dispute, the parties agree that this Proposal would be interpreted in accordance with the laws of the State/Province of Virginia (with the understanding that laws regarding how agreements are interpreted is 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/Province of Virginia.
c. If any part of this Proposal is determined by a court to be illegal, invalid, or unenforceable, this Proposal will be still be enforce between the parties as to the remainder of this Proposal.
d. Damages for breach of this Proposal will be limited as follows: to DESIGN FIRM, the total dollar amount of this Proposal; to CLIENT, the reasonable cost of performing any substitute work necessary to complete the project, and attorney fees and costs to the prevailing party in any lawsuit.
27.Neither party will be considered to acquiesce to any breach of this Proposal by the other party unless they say so in writing.
28.The party’s responsibilities in this Proposal are subject to all relevant laws and government regulations.
29.This Web Design Proposal is the entire proposal between the parties. Neither party has any understandings or expectations from the other party that is not stated in this Proposal.