Terms & Conditions.

Effective date: 18 April 2025

Welcome to direktedigital.com (the “Site”), operated by DirekteDigital (“DirekteDigital,” “we,” “us,” or “our”). These Terms of Use (“Terms”) govern your access to and use of the Site and any products, software, or outcome-based (“Zero Dollar Contract”) services we provide (collectively, the “Services”). By accessing or using the Site or Services, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, please discontinue all use.

1. Eligibility & Acceptance

You represent that you (a) are at least 18 years old and (b) have authority to enter into these Terms on behalf of your employer or other legal entity, if you access the Site for business purposes. Use of the Site in violation of applicable laws or regulations is strictly prohibited.

2. Changes to Terms

We may revise these Terms at any time. Updated versions will be posted on this page with a new “Effective Date.” Continued use after a change means you accept the revised Terms.

3. Intellectual Property

All content on the Site—including text, graphics, logos, software and compilations—is the property of DirekteDigital or its licensors and is protected by U.S. and international copyright, trademark and other laws. We grant you a limited, non-exclusive, revocable license to access and use the Site for internal business purposes. You may not copy, modify, distribute, create derivative works from, publicly display or exploit any part of the Site without our prior written consent.

4. Account Registration

Certain features require an account. You must provide accurate information and keep it updated. You are responsible for safeguarding login credentials, and you accept all liability for activities that occur under your account.

5. Zero Dollar Contracts & Billing

Some Services are delivered under a Zero Dollar Contract: no licence or subscription fees are charged; instead, you pay a percentage of measurable business value we generate (the “Gain-Share”). Specific commercial terms—metrics, percentage, timing of invoices—are defined in a signed Statement of Work (“SOW”) or Service Order and incorporated herein. If agreed outcomes are not achieved, you owe nothing. Late payments may incur the lesser of 1.5 % per month or the maximum rate permitted by law.

6. Acceptable Use

You will not, directly or indirectly:

• Violate any law, regulation or third-party right.
• Reverse-engineer, decompile or attempt to extract source code from our software.
• Interfere with or disrupt the Site, servers or networks.
• Introduce viruses, malware or other harmful code.
• Use data mining, robots or similar data-gathering tools.
• Upload, transmit or otherwise make available content that is unlawful, harmful, defamatory or infringing.
• Misrepresent your identity or affiliation with any person or entity.

We may suspend or terminate access if we believe you have breached these Terms.

7. Feedback

If you submit comments or suggestions regarding the Site or Services (“Feedback”), you grant DirekteDigital a perpetual, worldwide, royalty-free license to use that Feedback for any purpose without attribution or compensation.

8. Third-Party Links & Services

The Site may contain links to third-party websites or integrate third-party APIs. We are not responsible for their content, privacy or security practices. Your interactions with third parties are solely between you and the third party.

9. Disclaimer of Warranties

THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIREKTE DIGITAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, DIREKTE DIGITAL AND ITS OFFICERS, DIRECTORS, EMPLOYEES OR AFFILIATES WILL NOT BE LIABLE FOR (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY; OR (C) ANY AMOUNT EXCEEDING THE TOTAL FEES PAID (OR PAYABLE) BY YOU TO DIREKTE DIGITAL IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF DIREKTE DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

You will indemnify and hold DirekteDigital, its officers, directors and employees harmless from any claim, demand, loss or damages (including legal fees) arising out of or related to your breach of these Terms, your misuse of the Site or Services, or your violation of any law or third-party right.

12. Confidentiality

All non-public information disclosed by either party that is marked or otherwise identified as confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”), must be kept confidential and used only to perform obligations under these Terms or an SOW.

13. Suspension & Termination

We may suspend or terminate your access to the Site or Services at any time for any reason, including for violation of these Terms. Sections 3, 7, 9–13 and 15 survive termination.

14. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflicts principles. Any dispute arising under or related to these Terms will be resolved exclusively in the state or federal courts located in Wilmington, Delaware, and each party consents to personal jurisdiction and venue therein.

15. General

• Entire Agreement. These Terms, together with any SOWs or Order Forms, constitute the entire agreement between you and DirekteDigital and supersede all prior or contemporaneous understandings.
• Severability. If any provision is held invalid, the remaining provisions will remain in force.
• Waiver. Failure to enforce any right shall not constitute a waiver of future enforcement of that right.
• Assignment. You may not assign or transfer your rights or obligations without our prior written consent; we may assign our rights without restriction.
• Force Majeure. Neither party will be liable for delays or failures caused by events beyond its reasonable control.

16. Contact Us

Questions about these Terms? Please contact:

• Legal Department
• DirekteDigital
• Operations@direktedigital.com

By accessing or using the Site or our Services, you acknowledge that you have read, understood and agreed to these Terms of Use.