Thanks for your interest in our DireqtAds advertising services (the “Services“)!
As used in these Terms of Service, “you” or “publisher” means the individual or entity using the Services (and/or any individual, agent, employee, representative, network, parent, subsidiary, affiliate, successor, related entities, assigns, or all other individuals or entities acting on your behalf, at your direction, under your control, or under the direction or control of the same individual or entity who controls you). “We,” “us” or “Direqt” means Direqt Inc., and the “parties” means you and Direqt.
Your use of the Services is subject to your creation and our approval of a DireqtAds Account (an “Account“). We have the right to refuse or limit your access to the Services. In order to verify your Account, from time-to-time we may ask for additional information from you, including, but not limited to, verification of your name, address, and other identifying information. By submitting an application to use the Services, if you are an individual, you represent that you are at least 18 years of age. Unless otherwise agreed upon by Direqt, you may only have one Account. Without Direqt’s prior consent, if you (including those under your direction or control) create multiple Accounts, you will not be entitled to further payment from Direqt, and your Accounts will be subject to termination, pursuant to the provisions below.
By enrolling in DireqtAds, you permit Direqt to serve, as advertisements and other content (“Ads“) on the chatbot applications you have created on the Direqt Platform in any environment the chatbot application is published, including but not limited to, third-party websites, apps, messaging applications, etc., and/or other properties approved by Direqt (individually a “Property” and collectively, “Properties”). In addition, you grant Direqt the right to access, index and cache the Properties, or any portion thereof, including by automated means. Direqt may refuse to provide the Services to any Property.
Any Property that is a software application and accesses our Services (a) may require preapproval by Direqt in writing, and (b) must comply with DireqtAds Terms.
You may use our Services only as permitted by the DireqtAds Terms and any applicable laws. Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide.
Our Services are business tools. You must only use our Services exclusively for purposes relating to your trade, business, craft or profession.
You may discontinue your use of any Service at any time by disabling each individual chatbot application or all chatbot applications in the Direqt console.
We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether.
Subject to this Section and Section 6 of these Terms of Service, you will receive a payment for displaying advertising within your chatbot applications,, only if and when Direqt determines that your Properties have remained in compliance with the DireqtAds Terms (including all DireqtAds Policies as identified in Section 1 above) for the entirety of the period for which payment is made and through to the date that the payment is issued.
If your Account is in good standing through to the time when Direqt issues you a payment, we will pay you in the next calendar month after we receive payment from such applicable advertiser(s), provided, however, your balance reflected in your Account must equal or exceeds the applicable “Payment Threshold” in order to be eligible to receive payment. Active accounts need to reach the Payment Threshold to qualify for a payment. Depending on your location, you may be required to provide certain information for tax purposes. If you are required to submit tax information, you will be required to do so in order to receive payment. You’ll be paid out when your outstanding earnings reach the Payment Threshold, as long as there are no holds on your account and you’re in compliance with the DireqtAds Program Policies. When your earnings reach the Payment Threshold, you are required to verify your identity and verify your address. If Direqt is investigating your compliance with the DireqtAds Terms or you have been suspended or terminated, your payment may be delayed or withheld. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account. If you decide to cancel your DireqtAds account and your account balance is greater than the Payment Threshold, you’ll receive your final payment within approximately 90 days of the date upon which Direqt received funds from the applicable advertiser(s), provided that you’ve completed the necessary steps to get paid.
Direqt may (a) withhold and offset any payments owed to you under the DireqtAds Terms against any fees you owe us under the DireqtAds Terms or any other agreement, or (b) require you to refund us within 30 days of any invoice any amounts we may have overpaid to you in prior periods. You are responsible for any charges assessed by your bank or payment provider.
Unless expressly authorized in writing by Direqt, you may not enter into any type of arrangement with a third party where that third party receives payments made to you under the DireqtAds Terms or other financial benefit in relation to the Services without the explicit written consent of Direqt.
Payments will be calculated solely based on Direqt’s accounting. You acknowledge and agree that you are only entitled to payment for your use of the Services for which Direqt has been paid; if, for any reason, Direqt does not receive payment from an advertiser or credits such payment back to an advertiser, you are not entitled to be paid for any associated use of the Services. Additionally, if an advertiser whose Ads are displayed on any Property defaults on payment to Direqt, we may withhold payment or charge back your Account.
Direqt has the right to withhold or adjust payments to you to exclude any amounts Direqt determines arise from invalid activity. Invalid activity includes, but is not limited to, (i) spam, invalid clicks, invalid impressions, invalid queries, invalid conversions, or other invalid events on Ads generated by any person, bot, automated program or similar device, including through any clicks, impressions, queries, conversions, or other events originating from your IP addresses or computers under your control; (ii) clicks, impressions, queries, conversions, or other events solicited or generated by payment of money, false representation, or requests for end users to click on Ads or take other actions; (iii) Ads served to end users whose are otherwise tampering with ad serving or measurement; (iv) any click, impression, query, conversion, or other event occurring on a Property that does not comply with the DireqtAds Policies; (v) any click, impression, query, conversion, or other event occurring on a Property associated with another DireqtAds Account you use; and (vi) all clicks, impressions, queries, conversions, or other events in any Account with significant amounts of invalid activity, as described in (i-v) above or with the types of invalid activity indicating intentional misconduct. In the event Direqt detects invalid activity, either before or after issuing a payment for that activity, Direqt reserves the right to debit your Account, and adjust future payments accordingly, for all invalid clicks, impressions, queries, conversions, or other events including for all clicks, impressions, queries, conversions, or other events on Properties that do not comply with the DireqtAds Policies.
Additionally, Direqt may refund or credit advertisers for some or all of the advertiser payments associated with a publisher’s Account. You acknowledge and agree that, whenever Direqt issues such refunds or credits, you will not be entitled to receive any payment for any associated use of the Services.
Direqt may at any time, without providing a warning or prior notice, temporarily suspend further payments on your Account, suspend or terminate the participation of any Property in the Services, or suspend or terminate your Account because of, among other reasons, invalid activity, or your failure to otherwise fully comply with the DireqtAds Policies. Direqt can terminate your participation in the Services, and close your Account, if your Account remains inactive for a period of 6 or more consecutive months. If Direqt closes your Account due to inactivity, and the balance reflected in your Account equals or exceeds the applicable Payment Threshold, we will pay you that balance, subject to our payment provisions in Section 5. If Direqt closes your Account due to inactivity, you will not be prevented from submitting a new application to use the Services.
If Direqt terminates your Account due to your breach of the DireqtAds Terms, including, but not limited to, you causing or failing to prevent invalid activity on any Property, or your failure to otherwise fully comply with the DireqtAds Policies, you will not be entitled to any further payment from Direqt for any prior use of the Services. If you breach the DireqtAds Terms or Direqt suspends or terminates your Account, you (i) are prohibited from creating a new Account, and (ii) may not be permitted to monetize content on other Direqt products.
If you dispute any payment made or withheld relating to your use of the Services, or, if Direqt terminates your Account and you dispute your termination, you must notify Direqt within 30 days of any such payment, non-payment, or termination by submitting an appeal. If you do not, any claim related to the disputed payment or your termination is waived.
You may terminate your use of the Services at any time by completing Direqt’s account cancellation process. Your DireqtAds Account will be considered terminated within 10 business days of Direqt’s receipt of your notice. If you terminate your Account and the balance reflected in your Account equals or exceeds the applicable Payment Threshold, we will pay you that balance, subject to the payment provisions in Section 5, within approximately 90 days after the end of the calendar month in which you terminated your use of the Services. Any balance reflected in your Account below the applicable Payment Threshold will remain unpaid.
As between you and Direqt, Direqt is responsible for all taxes (if any) associated with the transactions between Direqt and advertisers in connection with Ads displayed on the Properties. You are responsible for all taxes (if any) associated with the Services, other than taxes based on Direqt’s net income. All payments from you from Direqt in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.
You authorize Direqt to periodically conduct tests that may affect your use of the Services. To ensure the timeliness and validity of test results, you authorize Direqt to conduct such tests without notice.
Other than as set out expressly in the Agreement, neither party will acquire any right, title, or interest in any intellectual property rights belonging to the other party or to the other party’s licensors.
If Direqt provides you with software in connection with the Services, we grant you a non-exclusive, non-sublicensable license for use of such software. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Direqt, in the manner permitted by the Agreement. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, or reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions, or you have our written permission. You will not remove, obscure, or alter Direqt’s copyright notice, Brand Features (defined below), or other proprietary rights notices affixed to or contained within any Direqt services, software, or documentation.
We grant you a non-exclusive, non-sublicensable license to use Direqt’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features“) solely in connection with your use of the Services and in accordance with the DireqtAds Terms. We may revoke this license at any time. Any goodwill arising from your use of Direqt’s Brand Features will belong to Direqt.
We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.
You agree not to disclose Direqt Confidential Information without our prior written consent. “Direqt Confidential Information” includes: (a) all Direqt software, technology and documentation relating to the Services; (b) click-through rates or other statistics relating to Property performance as pertaining to the Services; (c) the existence of, information about, or the terms of, any non-public beta or experimental features in a Service; and (d) any other information made available by Direqt that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. Direqt Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party. Notwithstanding this Section 11, you may accurately disclose the amount of Direqt’s gross payments resulting from your use of the Services.
You agree to indemnify and defend Direqt, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Properties, including any content served on the Properties that is not provided by Direqt; your use of the Services; or your breach of any term of the DireqtAds Terms. Direqt’s advertisers are third-party beneficiaries of this indemnity.
You represent and warrant that (i) you have full power and authority to enter into the DireqtAds Terms; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, each Property; (iii) you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and you have control over the way in which the Services are implemented on each Property; (iv) Direqt has never previously terminated or otherwise disabled a DireqtAds Account created by you due to your breach of the DireqtAds Terms, including due to invalid activity; (v) entering into or performing under the DireqtAds Terms will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to Direqt is correct and current.
OTHER THAN AS EXPRESSLY SET OUT IN THE DIREQTADS TERMS, WE DO NOT MAKE ANY PROMISES ABOUT THE SERVICES. FOR EXAMPLE, DIREQT MAY REFUSE TO SERVEADVERTISEMENTS AND OTHER CONTENT (“ADS. WE DO NOT GUARANTEE THAT EVERY CHATBOT APPLICATION WILL RECEIVE ADS OR THAT DIREQT WILL SERVE A CERTAIN NUMBER OF ADS. ADDITIONALLY, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE EACH SERVICE “AS IS”.
TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS, AND/OR PROPRIETARY INTERESTS RELATING TO THE DIREQTADS TERMS, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE DIREQTADS TERMS FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY’S AGGREGATE LIABILITY UNDER THE DIREQTADS TERMS IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THESE DIREQTADS TERMS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into the DireqtAds Terms relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
The DireqtAds Terms are our entire agreement relating to your use of the Services and supersede any prior or contemporaneous agreements on that subject. The DireqtAds Terms may be amended (i) in a writing signed by both parties that expressly states that it is amending the DireqtAds Terms, or (ii) as set forth in Section 4, if you keep using the Services after Direqt modifies the DireqtAds Terms.
Assignment. You may not assign or transfer any of your rights under the DireqtAds Terms.
Independent Contractors. The parties are independent contractors and the DireqtAds Terms do not create an agency, partnership, or joint venture.
No Third-Party Beneficiaries. Other than as set forth in Section 12, the DireqtAds Terms do not create any third-party beneficiary rights.
No Waiver. Other than as set forth in Section 6, the failure of either party to enforce any provision of the DireqtAds Terms will not constitute a waiver.
Severability. If it turns out that a particular term of the DireqtAds Terms is not enforceable, the balance of the DireqtAds Terms will remain in full force and effect.
Survival. Sections 5, 6, 11, 12, 13, and 14 of these Terms of Service will survive termination.
Governing Law; Venue. All claims arising out of or relating to the DireqtAds Terms, or the Services will be governed by Florida law, and will be litigated exclusively in the federal or state courts of Florida, USA, and you and Direqt consent to personal jurisdiction in those courts.
Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
Communications. In connection with your use of the Services, we may contact you regarding service announcements, administrative messages, and other information.