Please read this agreement carefully to ensure that you understand each provision.
1. Use of Our Service
Directerly operates an online directory platform that empowers our users, members, and others to create community business listings and connections. We provide ready-made templates licensable for use in accordance with our various licenses.
Eligibility. You may use the Service only if you can form a binding contract with Directerly, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. You must be 13 years old or older to use or access the Service, unless you are under 13 years old and your use of the Service is directly supervised by your parent or guardian or another authorized adult (e.g., a teacher) who agrees to be bound by this Agreement. Any use or access to the Service by anyone under 13 who is not directly supervised by an adult is strictly prohibited and in violation of this Agreement. The Service may not be available to any Users previously removed from the Service by Directerly. By using the Service, you represent and warrant that you have the full right, power and authority to enter into this Agreement and to fully perform all of your obligations hereunder. You further represent and warrant that you are under no legal disability or contractual restriction that prevents you from entering into this Agreement.
License to use the Directerly Service. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service and as permitted by the features of the Service. Directerly reserves all rights not expressly granted herein in the Service and the Directerly Content (as defined below). Directerly may terminate this license at any time for any reason or no reason.
2. Directerly Accounts
Your Directerly account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a Directerly account on behalf of a company, organisation, or other entity, then (a) â€œyouâ€ includes you and that entity, and (b) you represent and warrant that you are an authorised representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entityâ€™s behalf. By connecting to Directerly with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You may never use another Userâ€™s account without permission. When creating your account, you must provide accurate and complete information. In order to be accepted as a subscriber (as defined below), you are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use â€œstrongâ€ passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You may not allow any other party to access or use the Service with your unique username, password, or other security code. You must notify Directerly immediately of any breach of security or unauthorised use of your account. Directerly will not be liable for any losses caused by any unauthorised use of your account.
You may control your User profile and how you interact with the Service by changing the settings in your account. By providing Directerly your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
Directerly usernames are provided on a first-come, first-served basis and may not be offered for sale, sold, bought, solicited, or inactively held for future use. Inactive accounts may be renamed at any time without notification.
When you create a Directerly account, you have to provide us with accurate information. You are responsible for any activity that occurs on your account, so make sure you have a strong password.
Your Directerly account is your unique identity. Donâ€™t let anyone else use your Directerly account.
You can control your User profile and how you interact with the Service by adjusting your account settings. We might email you important messages and information we think youâ€™ll find useful. We will stop sending you promotional materials if you tell us youâ€™re not interested.
3. Service Rules
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated â€œscrapingâ€; (ii) using any automated system, including without limitation â€œrobots,â€ â€œspiders,â€ â€œoffline readers,â€ etc., to access the Service in a manner that sends more request messages to the Directerly servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (xiii) using any Directerly Content (as defined below), including any Directerly trademarks, in any manner that might tarnish, disparage, or reflect adversely on such Directerly Content; (xiv) using any Directerly trademark or any variant thereof including misspellings as a domain name or as part of a domain name, as a metatag, keyword, or any other type of programming code or data; (xv) adopting or using, without our prior written consent, any word or mark which is similar to or likely to be confused with Directerly trademarks; (xvi) copying, imitating or using, in whole or in part, the look and feel of the Service (including but not limited to all page headers, custom graphics, button icons, and scripts) without the prior written consent of Directerly; (xvii) using any Directerly Content to link to the Directerly website without the prior written consent of Directerly; or (xviii) framing or hotlinking to the Service or any content other than your own without the prior written consent of Directerly.
Accessing the audiovisual content available on the Service for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited. â€œStreamingâ€ means a contemporaneous digital transmission of an audiovisual work via the Internet from the Directerly Service to a Userâ€™s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement. If your account is terminated for any reason, you must obtain authorisation from Directerly prior to establishing another account. If you attempt to establish another account without obtaining such authorisation, Directerly may permanently ban you from the Service..
You are solely responsible for your interactions with other Directerly Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Directerly shall have no liability for your interactions with other Users, or for any Userâ€™s action or inaction.
4. User Content
Some areas of the Service allow Users to submit and publish content such as profile information, employment opportunities, event information, services, location, photographs, illustrations, designs, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service without compensation â€œUser Contentâ€). You retain ownership of your User Content, and you understand that if you post User Content you are entirely responsible for all such User Content.
4.2 Uploading User Content to Directerly.
You agree not to submit User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another partyâ€™s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy or publicity. Directerly reserves the right, but is not obligated, to reject and/or remove any User Content that Directerly believes, in its sole discretion, violates these provisions.
For the purposes of this Agreement, â€œIntellectual Property Rightsâ€ means all patent rights, copyright rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your User Content, you affirm, represent and warrant the following:
Your User Content and Directerlyâ€™s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy and publicity rights.
Directerly may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
There is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect any of your User Content or which might in any way impair the rights granted by you hereunder.
If your User Content consists in whole or in part of design elements, fonts, clipart, sprites, vectors and the like that are included in design programs, by uploading any such User Content to Directerly, you represent and warrant that the end user license agreement, terms of service or the equivalent license agreed to by you allows you to incorporate such elements in any part of whole of the User Content created by you, and to license such User Content to Directerly for the purposes set forth herein.
Your User Content is neither obscene, defamatory, or otherwise objectionable.
To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
You will not transmit unsolicited emails or engage in spamming to publicise or promote your relationship with Directerly.
You will not engage in pay per click advertising using keywords which compete with Directerlyâ€™s own campaigns in order to promote your relationship with Directerly nor will you use or engage a third party on your behalf to use Directerly in any domain name.
Upon making or learning of any claim that is inconsistent with any of the representations or warranties made by you, Directerly shall send you written notice of such claim, using the email address provided by you to Directerly, specifying the details of the claim as then known to Directerly.
Directerly takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Directerly shall not be liable for any damages you allege to incur as a result.
5. User Content License Grant
By publishing any User Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant to Directerly a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Directerlyâ€™s (and its successorsâ€™ and affiliatesâ€™) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.
6. Our Proprietary Rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, User Content belonging to other Users, and all Intellectual Property Rights related thereto, are the exclusive property of Directerly and its licensors (including other Users who post User Content (as defined below) to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Directerly Content. Use of the Directerly Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (â€œIdeasâ€). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Directerly under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Directerly does not waive any rights to use similar or related ideas previously known to Directerly, or developed by its employees, or obtained from sources other than you.
8. Paid Services
8.1 Billing Policies.
Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment listed on the Service which we may update from time to time. Directerly may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion.
8.2 No Refunds.
You may cancel your Directerly account at any time; however, there are no refunds for cancellation. In the event that Directerly suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any credits, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
8.3 Payment Information
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred.
Directerly cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorised third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
11. Third-Party Links
You agree to defend, indemnify and hold harmless Directerly and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneyâ€™s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity, or Intellectual Property Rights; (iv) your violation of any applicable law, rule, or regulation; (v) any claim or damages that arise as a result of any of your User Content, or any content that is submitted via your account; or (vi) any other partyâ€™s access and use of the Service with your unique username, password, or other appropriate security code.
13. No Warranty
The service is provided on an â€œas isâ€ and â€œas availableâ€ basis. Use of the service is at your own risk. To the maximum extent permitted by applicable law, the service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
14. Limitation of Liability
Under no circumstances will Directerly be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorised access or use of the service or your account or the information contained therein.
To the maximum extent permitted by applicable law, Directerly assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorised access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service; and/or (vii) user content or the defamatory, offensive, or illegal conduct of any third party.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Directerly has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
The Service is controlled and operated from its facilities in Australia. Directerly makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Australian and local laws and regulations, including but not limited to export and import regulations.
For any dispute with Directerly, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that Directerly has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Directerly claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, â€œClaimsâ€), by binding arbitration by the Australian Disputes Centre (â€œADCâ€).
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Directerly without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
16.2 Notification Procedures and Changes to the Agreement.
16.3 Entire Agreement/Severability.
16.4 No Waiver.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Directerlyâ€™s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Please contact us at firstname.lastname@example.org with any questions regarding this Agreement.