Terms of Use | DirectCM

Last Updated: June 1, 2025

These Terms and Conditions (the “Terms”) govern your access to and use of DTCM’s websites, applications, tools, and services (collectively, the “Services”), and any purchases, orders, or program participation you make through the Services.

By accessing or using the Services, creating an account, placing an order, or enrolling in any DTCM program, you agree to these Terms. If you do not agree, do not use the Services.

1) Definitions

“DTCM,” “we,” “us,” “our” means the DTCM entity providing the Services.
“You,” “your” means the person or entity using the Services.
“Products” means goods or services offered through the Services.
“Program” means any practitioner, professional, referral, incentive, wholesale-access, payout, or similar program offered by DTCM.
“Payouts” means commissions, credits, rebates, incentives, discounts, or other benefits offered under a Program.
“Third-Party Provider” means a distributor, payment processor, logistics provider, marketplace, or other third party involved in providing the Services.

2) Eligibility

You must be able to form a legally binding contract to use the Services. You represent that all information you provide is accurate and complete and that you will keep it updated.

If you use the Services on behalf of a company or organization, you represent you have authority to bind that entity, and “you” includes that entity.

3) Changes to the Services or Terms

We may update these Terms from time to time. Updated Terms apply from the effective date shown above (or otherwise stated). Continued use of the Services after updates means you accept the updated Terms to the extent permitted by law.

We may modify, suspend, or discontinue any part of the Services or any Program at any time, subject to applicable law.

4) Accounts and Security

If you create an account:

You are responsible for maintaining the confidentiality of your login credentials.
You are responsible for all activity under your account.
You agree to notify us promptly of suspected unauthorized access or misuse.

We may require identity or account verification to protect you, other users, and DTCM.

5) Acceptable Use

You agree not to:

violate any applicable law, regulation, or third-party rights;
use the Services for deceptive, misleading, fraudulent, or harmful conduct;
submit false, manipulated, or inaccurate information (including for orders, returns, Program participation, or Payouts);
interfere with the security or operation of the Services; or
attempt to circumvent eligibility rules, verification processes, or tracking systems.

We may suspend or terminate access for suspected misuse or violations.

6) Product Information and Availability

We attempt to display Products accurately (including descriptions, images, and availability), but we do not guarantee all content is complete, current, or error-free. Product availability may change without notice.

Some Products or features may be offered only in certain locations or to certain eligible users.

7) Orders and Order Acceptance

When you place an order, you are making an offer to purchase. We may accept, reject, cancel, or limit orders in our discretion, including to prevent fraud, comply with law, address supply constraints, or correct errors.

If we cancel an order after payment, we will follow applicable refund requirements.

8) Pricing, Taxes, and Payment

Prices are shown in the currency presented at checkout unless otherwise stated. Prices, discounts, and promotions may change at any time.

You authorize us (and our payment processors) to charge your selected payment method for the total amount shown at checkout, including applicable taxes, shipping, and fees.

You are responsible for any taxes or duties not collected at checkout that may be imposed by your jurisdiction.

9) Shipping, Delivery, and Risk of Loss

Shipping options, costs, and delivery estimates are provided at checkout and may vary.

Delivery dates are estimates and not guarantees. To the extent permitted by law, we are not responsible for delays outside our reasonable control (e.g., carrier disruptions, customs delays, weather events).

Title and risk of loss transfer as required by applicable law and any order-specific terms presented at checkout.

10) Returns, Refunds, and Chargebacks

Return and refund eligibility is governed by our return policy (if provided) and applicable law. We may require proof of purchase and may limit returns to prevent abuse.

If a transaction is reversed (including refunds, chargebacks, disputes, or cancellations), any associated Program benefits or Payouts may be adjusted or reversed as described in these Terms.

11) Subscriptions and Auto-Renewal (If Applicable)

If you purchase a subscription:

you authorize recurring charges at the disclosed cadence and price (plus applicable taxes/fees);
you may cancel per the cancellation instructions provided in the subscription flow or account settings; and
subscription terms presented at checkout are incorporated into these Terms.

12) Communications

You consent to receive transactional and service-related communications (e.g., order confirmations, account notices). Marketing communications (if any) will be provided consistent with applicable law and your preferences.

13) Practitioner and Professional Programs

If you enroll in or participate in any Program, the following Program Terms apply in addition to the rest of these Terms.

13.1 Eligibility, Enrollment, and Verification

To enroll and remain eligible, you represent and warrant that you:

will provide accurate and complete enrollment information and keep it updated;
will maintain any required professional licenses, registrations, certifications, or permissions (if applicable to your role); and
will comply with all applicable laws and professional obligations relevant to your participation.

We may require verification of identity, credentials, business status, tax information, or other documentation. We may accept or reject enrollment requests, and we may suspend participation pending verification or investigation.

13.2 Compliance and Professional Judgment

Program participation must not be used in a manner that:

improperly influences independent professional judgment;
constitutes unlawful patient/client steering, kickbacks, improper inducement, or similar prohibited conduct; or
violates applicable advertising, consumer protection, healthcare compliance, anti-corruption, or professional rules.

You are solely responsible for determining whether and how you may participate, including any disclosures required by law, your employer, or your professional standards.

13.3 Required Disclosures in Marketing and Endorsements

If you promote, recommend, or discuss DTCM, Products, or Program benefits publicly (including on social media, websites, email, events, or printed materials), you agree to make clear, conspicuous, and timely disclosures of any material relationship with DTCM (including that you may receive Payouts, discounts, free products, or other benefits), as required by applicable law and guidance.

13.4 Program Rules; Prohibited Conduct

You agree not to:

engage in spam, misleading advertising, or prohibited marketing practices;
misrepresent your credentials, affiliation, or authority;
artificially inflate transactions or activity to earn Program benefits; or
submit fabricated, manipulated, or otherwise ineligible activity for Payouts.

We may withhold benefits, reverse Payouts, or terminate participation for suspected fraud, abuse, or noncompliance.

13.5 Wholesale or Professional Purchasing (If Offered)

If your Program includes wholesale purchasing, professional ordering privileges, or special pricing:

orders may be fulfilled by DTCM or authorized Third-Party Providers;
additional order-specific terms (such as shipping, returns, restocking, and handling of damaged goods) may apply at checkout or in the applicable purchase flow; and
wholesale/professional access may be modified, suspended, or discontinued at any time, subject to applicable law.

13.6 Payouts and Benefits (General)

If your Program offers Payouts:

Payouts are earned only on eligible transactions or activities as determined under the Program rules and verification processes.
Payouts are not guaranteed and may vary based on eligibility, compliance, and Program changes.
We may impose reasonable conditions such as minimum thresholds, verification steps, approved payment methods, and administrative requirements.

13.7 Adjustments, Reversals, Withholding, and Setoff

We may withhold, reduce, reverse, or offset Payouts where we reasonably determine that:

the underlying transaction was refunded, canceled, disputed, charged back, or deemed ineligible;
Program rules, these Terms, or applicable law were violated;
the Payout resulted from error, duplication, abuse, or suspected fraud; or
withholding is necessary for compliance, verification, or risk management.

13.8 Taxes and Reporting for Payouts

You are responsible for all tax obligations related to Payouts or other Program benefits. We may request tax documentation or withhold amounts as required by law and may issue required tax forms where applicable.

13.9 Recordkeeping and Audit Cooperation

You agree to maintain reasonable records related to your participation (including disclosures and marketing claims, if applicable) and to provide information reasonably requested to confirm compliance, prevent fraud, or meet legal obligations.

13.10 Confidentiality

You may receive non-public information about Program operations, pricing structures, business terms, or processes (“Confidential Information”). You agree to use Confidential Information only for Program participation and not disclose it except as required by law.

13.11 Suspension, Termination, and Survival

We may suspend or terminate your Program participation (and/or access to benefits) for noncompliance, risk, or if a Program is discontinued. Sections relating to confidentiality, compliance, Payout adjustments, taxes, dispute provisions, and other terms that by their nature should survive will survive termination.

14) Third-Party Providers and Services

Some aspects of the Services may be provided or supported by Third-Party Providers (e.g., payment processing, shipping, distribution). Your interactions with Third-Party Providers may be subject to their terms and policies.

To the extent permitted by law, we are not responsible for Third-Party Provider outages, delays, or failures outside our reasonable control.

15) Intellectual Property

The Services and all related content (including text, graphics, logos, software, and design) are owned by DTCM or its licensors and protected by applicable laws.

You may not copy, modify, distribute, sell, lease, reverse engineer, or create derivative works from the Services except as expressly permitted.

16) User Content and Feedback

If you submit content (such as reviews, comments, or other materials), you represent you have the rights to submit it and that it does not violate law or third-party rights.

To the extent permitted by law, you grant DTCM a non-exclusive, worldwide, royalty-free license to use, reproduce, display, and distribute such content in connection with the Services.

If you provide suggestions or feedback, you agree we may use it without restriction or compensation.

17) Privacy

Our collection and use of personal information is governed by our Privacy Policy (if provided). By using the Services, you acknowledge that your information will be handled as described in that policy.

18) Health, Results, and Professional Advice Disclaimer (If Applicable)

The Services and any informational content provided are for general informational purposes only and are not a substitute for professional advice. Product results may vary.

If you have questions related to health, diagnosis, treatment, or professional practice, consult a qualified professional. Use Products only as directed on labeling and instructions.

19) Disclaimer of Warranties

To the extent permitted by law, the Services and Products are provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Some jurisdictions do not allow certain disclaimers; in that case, these disclaimers apply to the maximum extent permitted.

20) Limitation of Liability

To the extent permitted by law, DTCM will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption arising out of or related to the Services, Products, or these Terms.

To the extent permitted by law, DTCM’s total liability for claims arising out of or related to the Services or these Terms will not exceed the amount you paid to DTCM for the applicable Product(s) or Service(s) giving rise to the claim, or a reasonable amount determined under applicable law if no such amount was paid.

21) Indemnification

To the extent permitted by law, you agree to indemnify and hold harmless DTCM and its affiliates, officers, directors, employees, and agents from claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or related to your misuse of the Services, your violation of these Terms, your violation of law, or your infringement of third-party rights.

22) Termination

We may suspend or terminate your access to the Services at any time if we reasonably believe you have violated these Terms, engaged in fraud or abuse, or created risk for other users or DTCM.

You may stop using the Services at any time. Certain provisions (including IP, confidentiality, disclaimers, limitations, and dispute provisions) survive termination.

23) Governing Law; Venue for Court Actions

These Terms and any dispute, claim, or controversy arising out of or relating to the Services, Products, any Program, or these Terms (a “Dispute”) are governed by the laws of the State of California, without regard to its conflict-of-laws principles.

To the extent the Federal Arbitration Act (“FAA”) applies, the FAA governs the interpretation and enforcement of the arbitration provisions in Section 24.

For any Dispute that is not subject to arbitration (or may be brought in court under an exception in Section 24), you and DTCM agree to submit to the exclusive jurisdiction of the state and federal courts located in Orange County, California, and you and DTCM each waive any objection to venue or personal jurisdiction in those courts.

24) Dispute Resolution; Binding Individual Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

24.1 Informal Resolution Requirement

Before either party initiates arbitration or a court proceeding, the parties agree to try in good faith to resolve the Dispute informally.

To begin informal resolution, you must send DTCM a written notice describing the Dispute and the relief you are seeking (a “Notice of Dispute”) to:

Email: cs@directcm.com
Mail: 18008 Sky Park Cir., Suite 100B, Irvine, CA 92614

DTCM may send its Notice of Dispute to the email address associated with your account (if any) or any other contact information you provided.

If the parties do not resolve the Dispute within 30 days after receipt of a Notice of Dispute, either party may initiate arbitration (or a court proceeding, if an exception applies).

24.2 Agreement to Binding Individual Arbitration

Except for Excluded Disputes (Section 24.4), you and DTCM agree that any Dispute will be resolved by final and binding arbitration on an individual basis. This means a neutral arbitrator—rather than a judge or jury—will decide the Dispute.

The arbitration will be administered by the American Arbitration Association (“AAA”) (or a mutually agreed substitute administrator if AAA is unavailable), and will proceed under the administrator’s applicable rules in effect at the time the arbitration is initiated, as modified by these Terms.

Arbitration Location: Unless the parties agree otherwise, any in-person hearing will take place in Irvine, California. The arbitrator may allow the arbitration to proceed by telephone, video, or written submissions when appropriate.

Arbitrator Authority: The arbitrator may award the same remedies available in court on an individual basis, and must follow applicable law. The arbitrator may rule on the arbitrator’s own jurisdiction and the enforceability of this arbitration agreement.

24.3 No Jury Trial

If a Dispute proceeds in court rather than arbitration (including under an exception in Section 24.4), you and DTCM waive any right to a jury trial to the maximum extent permitted by law.

24.4 Excluded Disputes

The following disputes are not required to be arbitrated (each an “Excluded Dispute”):

Small Claims: Either party may bring an individual claim in small claims court, if eligible, and only so long as it remains an individual claim.
Injunctive/Equitable Relief: Either party may seek temporary or preliminary injunctive relief (or similar equitable relief) in a court of competent jurisdiction to protect rights related to unauthorized access, misuse of the Services, or infringement/misappropriation of intellectual property or confidential information.

24.5 Class Action and Representative Action Waiver

To the maximum extent permitted by law, you and DTCM agree that all Disputes must be brought solely in an individual capacity and not as a plaintiff or class member in any class, collective, consolidated, or representative action (including any private attorney general action).

The arbitrator may not consolidate claims, preside over any form of class or representative proceeding, or award relief to anyone other than the individual party seeking relief.

24.6 Severability

If any portion of this Section 24 is found unenforceable, the remaining portions will remain in effect to the maximum extent permitted by law. If the class/representative action waiver in Section 24.5 is found unenforceable with respect to a particular claim, then only that claim may proceed in court (subject to Section 23), and the remainder of this Section 24 will continue to apply.

24.7 Time Limits

Any Dispute must be brought within the time limits required by applicable law.

25) Miscellaneous

Severability: If any provision is found unenforceable, the remaining provisions remain in effect.
No Waiver: Failure to enforce a provision is not a waiver.
Assignment: You may not assign these Terms without our consent; we may assign them as permitted by law.
Entire Agreement: These Terms (and any policies referenced) form the entire agreement regarding the Services and supersede prior discussions relating to the Services, except where a separate written agreement explicitly controls a specific relationship.

26) Contact

For questions, support, or notices, contact:

Email: cs@directcm.com
Mailing Address: 18008 Sky Park Cir., Suite 100B, Irvine, CA 92614