Terms of Use

Agency.Direct is operated by Only Good, LLC, a company based in Dallas, Texas ("Agency.Direct," "we," "our," or "us").

These Terms of Use ("Terms") govern your access to and use of the Agency.Direct website, platform, tools, and services available at agency.direct. By creating an account, accessing the platform, or using any Agency.Direct feature, you agree to these Terms and our Privacy Policy.

If you do not agree to these Terms, do not use Agency.Direct.

Agency.Direct is a marketplace platform that connects brands ("brands" or "clients") with marketing, creative, and digital agencies ("agencies" or "service providers"). The platform may include:

• A public and private agency directory
• Brand project posting and management tools
• Agency pitch and proposal tools
• Direct messaging between brands and agencies
• Admin review, matching, and approval workflows
• Project progress tracking

Agency.Direct is not your agency, employer, contractor, or project manager. We provide the tools and marketplace that facilitate connections — we are not a party to any agreement between a brand and an agency unless separately stated in writing.

Agency.Direct does not guarantee any specific number of pitches, matches, responses, project outcomes, revenue generated, agency performance, or brand payment, unless separately agreed in a written contract signed by Agency.Direct.

Agency.Direct has three primary types of users:

• Brands / Clients: Companies or individuals who post projects and seek agency services through the platform.
• Agencies / Service Providers: Companies or individuals who create profiles, pitch on projects, and provide services to brands introduced through Agency.Direct.
• Admins: Agency.Direct team members who manage, review, match, approve, and support users on the platform.

Your role determines the features available to you and the responsibilities you accept under these Terms.

To use most features of Agency.Direct, you must create an account. When you do:

• You must provide accurate, current, and complete information.
• You are responsible for maintaining the confidentiality of your login credentials.
• You represent that you have the authority to represent your company or organization.
• You are responsible for all activity that occurs under your account.
• You must notify us immediately if you suspect unauthorized access to your account.

You may not create multiple accounts to circumvent platform rules, fees, or restrictions.

If you use Agency.Direct as a brand, you agree that you are responsible for:

• Providing accurate and complete project details, including scope, budget, timeline, and requirements.
• Reviewing agency pitches and making your own informed hiring decisions.
• Negotiating final project scope, deliverables, payment terms, and contracts directly with the agency you select.
• Paying agencies for services rendered, whether directly or through any Agency.Direct-approved payment process.
• Not misusing agency profiles, pitches, or information submitted through the platform.
• Notifying Agency.Direct if you engage an agency introduced through the platform, so that success fee obligations can be honored.

If you use Agency.Direct as an agency, you agree that you are responsible for:

• Maintaining an accurate, truthful, and up-to-date profile, including services, portfolio, team size, and pricing.
• Submitting honest and accurate pitches and proposals.
• Having the actual skills, team, capacity, and legal authority to perform the services you describe.
• Honoring proposals and agreements made with brands.
• Complying with all applicable laws, including those related to advertising, privacy, employment, and contractor classification.
• Not misrepresenting reviews, portfolio work, experience, credentials, certifications, or partnerships.
• Accurately reporting engagements and payments connected to Agency.Direct introductions for success fee purposes.

• Brands post projects for free. There is no cost to brands to post a project, receive pitches, or use the messaging and matching features.
• Agencies pitch for free. Creating a profile and submitting pitches costs nothing.
• Agencies pay a success fee when they win. If a brand and agency are introduced, matched, connected, pitched, messaged, or otherwise brought together through Agency.Direct — and that connection results in a paid engagement — the agency agrees to pay Agency.Direct a success fee equal to 15% of agency fees collected from that introduced client for the first 12 months following the first introduction or first paid engagement, whichever occurs first, unless a separate written agreement between Agency.Direct and the agency specifies different terms.
• Reporting obligation: Agencies must accurately report to Agency.Direct when a paid engagement begins with a brand introduced through Agency.Direct, and provide honest payment and fee information as reasonably requested.
• Invoicing: Agency.Direct may invoice the agency for success fees. Invoices are due per the terms stated on the invoice.
• Non-refundable: Success fees paid to Agency.Direct are non-refundable unless Agency.Direct explicitly agrees otherwise in writing.
• Future fees: Agency.Direct may, in the future, offer paid directory listings, featured placement, verified badges, or other premium features. These will be described and priced separately.

Both brands and agencies agree that they will not attempt to bypass or circumvent Agency.Direct's role or success fee obligations.

• If a brand and agency have been introduced, matched, connected, or communicated through Agency.Direct, they may not deliberately route their engagement off-platform for the purpose of avoiding the success fee.
• The non-circumvention obligation applies for 12 months after the first introduction on Agency.Direct.
• If an engagement occurs outside the platform following an Agency.Direct introduction, both parties agree to notify Agency.Direct and honor the applicable success fee obligations.
• Violations of this section are a material breach of these Terms and may result in account termination, fee recovery, and other legal remedies.

Agency.Direct provides tools to connect brands and agencies — we do not write, review, or manage contracts between them. When a brand and agency decide to work together, they are fully responsible for:

• Their own statement of work and project scope
• Their own contracts and legal agreements
• Payment terms, milestones, and invoicing
• Intellectual property ownership and licensing
• Confidentiality and non-disclosure obligations
• Dispute resolution between themselves

Agency.Direct is not a party to those contracts and has no responsibility for their terms, performance, or outcomes, unless explicitly stated in a separate written agreement signed by Agency.Direct.

Agency.Direct provides a messaging feature that allows brands and agencies to communicate within the platform. When using messaging:

• You may not send spam, unsolicited commercial messages, or repetitive or irrelevant content.
• You may not harass, threaten, or engage in abusive communications with other users.
• You may not send illegal, defamatory, infringing, or harmful content.
• You may not use messaging to offer alternative contact arrangements for the purpose of circumventing success fees.

Agency.Direct may review platform communications for support, safety, billing, fraud prevention, and enforcement purposes.

If an agency sets their profile to "live," Agency.Direct may display that profile in the public agency directory. By submitting profile information and setting your profile to live, you grant Agency.Direct permission to display your agency name, logo, descriptions, services, industries, location, portfolio, website link, ratings, and reviews on the platform and in related promotional materials.

Agency.Direct reserves the right to approve, reject, edit for formatting, hide, suspend, or remove any profile, project, pitch, or listing at its sole discretion.

You retain ownership of content you submit to Agency.Direct, including project descriptions, pitches, profile text, logos, images, and other materials ("User Content").

By submitting User Content to Agency.Direct, you grant Agency.Direct a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, display, reformat, distribute, promote, and use your User Content for the purpose of operating and marketing the platform.

You represent that you own or have the rights to submit any User Content you provide, and that it does not infringe any third-party rights.

You agree not to use Agency.Direct to:

• Provide false, misleading, or fraudulent information about yourself, your company, or your services
• Scrape, copy, or replicate the platform, directory, listings, or user data without permission
• Send spam, phishing attempts, or unsolicited bulk messages
• Harass, threaten, stalk, or discriminate against other users
• Engage in illegal activity or facilitate illegal transactions
• Impersonate any person, company, or Agency.Direct team member
• Circumvent or attempt to circumvent success fees or platform rules
• Upload malware, viruses, or malicious code
• Infringe copyright, trademark, or other intellectual property rights
• Interfere with or disrupt the platform, servers, or infrastructure
• Create multiple accounts to evade restrictions or bans
• Use the platform in any way that violates applicable law

Violations may result in immediate account suspension or termination and may be referred to appropriate authorities.

Agency.Direct, its logo, branding, marketplace design, software, platform features, and all related content and technology are the intellectual property of Only Good, LLC. All rights are reserved.

You may not copy, reproduce, modify, distribute, reverse-engineer, or create derivative works from any part of the Agency.Direct platform without express written permission from Only Good, LLC.

Agency.Direct may use third-party services to operate the platform, including but not limited to: Supabase (database and storage), Stripe or other payment processors, email delivery providers, analytics tools, authentication services, and content delivery networks. Your use of the platform may involve data being processed by these providers, subject to their own terms and privacy policies.

Agency.Direct is not responsible for the practices or policies of third-party providers.

Agency.Direct is provided "as is" and "as available" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that the platform will be error-free, uninterrupted, secure, or that results from using the platform will meet your expectations. We do not guarantee any specific number of matches, pitches, responses, clients, revenue, or project outcomes.

Agency.Direct does not endorse, guarantee, or take responsibility for the quality, accuracy, reliability, or legality of agency services, brand projects, pitches, or any work performed.

To the maximum extent permitted by applicable law, Only Good, LLC and its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages — including but not limited to lost profits, lost revenue, lost data, or business interruption — arising out of or related to your use of or inability to use Agency.Direct.

In no event shall Agency.Direct's total aggregate liability to you for any claims arising out of these Terms or your use of the platform exceed the greater of (a) amounts you have paid to Agency.Direct in the 12 months preceding the claim, or (b) one hundred dollars ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some limitations above may not apply to you.

You agree to defend, indemnify, and hold harmless Only Good, LLC and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of Agency.Direct; (b) your User Content; (c) your projects, services, pitches, or agreements with other users; (d) your violation of these Terms; or (e) your violation of any applicable law or third-party rights.

Agency.Direct may suspend, restrict, or terminate your account, access, profile, project listing, or pitches at any time, with or without notice, for any reason, including but not limited to violation of these Terms, fraudulent or harmful conduct, non-payment of fees, or inactivity.

You may delete your account at any time by contacting us at hello@agency.direct. Termination of your account does not relieve you of obligations incurred prior to termination, including any success fee obligations.

These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Texas, and you consent to personal jurisdiction in those courts.

We may update these Terms from time to time. When we do, we will revise the "Last Updated" date at the top of this page. If changes are material, we will make reasonable efforts to notify you. Your continued use of Agency.Direct after changes are posted constitutes your acceptance of the updated Terms.

If you have questions or concerns about these Terms, please contact us: