Please review these terms and conditions of use carefully before using our websites and the services thereon, including, without limitation, trafficshop.com.
This document states the terms and conditions (these “Terms”) upon which , a Dominica private limited company (“we,”“us”or“our”) allows you to use our services including through and in relation to the trafficshop.com website (the “Service”).These Terms constitute a contractual agreement between you and us. By visiting, accessing, using, joining and/or participating in (collectively “using”) the Service, you express and acknowledge your understanding and acceptance of these Terms.As used in this document, the terms “you”or“your” refers to you, any entity you represent, your or its representatives, successors, assigns and affiliates, and any of your or their devices.If you do not agree tobe bound by these Terms, navigate away from the Service and cease using it.
These Terms also apply to our authorized sales agent , a Cyprus private limited liability company, and our authorized agent , a Hong Kong limited liability company.
WHEREAS, we have developed the Service for users to buy and sell internet advertisements and traffic on the Internet; and
WHEREAS, you own and operate one or more websites, applications, offers, services and/or properties (each “Your Property” and collectively “Your Properties”); and
WHEREAS, you desire to buy advertising space, impressions or traffic for Your Properties on websites, applications, offers, services and/or properties operated by other users of the Service (“Third Party Properties”) and/or you desire to publish advertising for Third Party Properties on Your Properties; and
WHEREAS, we will grant you the use of the Service in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the recitals and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties make the following agreement:
You must be over eighteen (18) years of age to use the Service, unless the age of majority in your jurisdiction is greater than eighteen (18) years of age, in which case you must be at least the age of majority in your jurisdiction. By accepting these Terms you represent and warrant that you are at least the minimum age as required by the previous sentence. Use of the Service is further not permitted where prohibited and you represent and warrant that you are not otherwise prohibited to use the Service.
The consideration for your acceptance of these Terms is that we are providing you the Grant of Use to use the Service pursuant to Section 2 hereof. You acknowledge and agree that this consideration is adequate and that you have received the consideration.
By accepting these Terms and/or creating an Account (defined below) you understand that you are merely requesting acceptance to the Service and that you will not be permitted full use of the Service until you have been accepted into the Service by us (such acceptance to be terminable in accordance with the terms hereof).
Subject to our acceptance of you to the Service, we grant you a non-exclusive, non-transferable and limited right to access, non-publicly display, and use the Service, including all content and services available therein (the “Content”), on your computer consistent with these Terms.
This grant is terminable (including a partial termination or limitation) by us at will for any reason and at our sole discretion, with or without prior notice. Upon termination we may, but shall not be obligated to: (i) delete or deactivate your Account (as defined below), (ii) block your e-mail and/or IP addresses or otherwise terminate your use of the Service, and/or (iii) take any other action to prevent your use of the Service. You may terminate your participation in the Service by providing notice to us at any time. If you terminate for any reason, or if we terminate for cause, including for breach of any of the Participation Conditions (defined below), then we shall not be obligated to pay you any amounts otherwise owing to you. Upon termination by us, you agree not to use or attempt to use the Service after said termination. Upon termination for any reason, the grant of your right to use the Service shall terminate, but all other portions of these Terms shall survive. Pursuant to the terms herein, including Sections 14 and 15, and without limitation, you acknowledge that we are not responsible to you or any third party for the termination of your grant of use.
You must create an account with us (an “Account”) to use the Service to its fullest extent. You represent and warrant that all information that you provide to us in creating your Account is complete and accurate. You shall update such information when it changes or when we request.
By creating an Account on behalf of a company or other entity, you represent and warrant that you have the authority and capacity to enter into these Terms and bind the entity on its behalf.
You shall not use another person or entity’s Account without authorization. You shall be solely responsible for maintaining the confidentiality of and restricted access to your Account. You shall be solely responsible for all activities that occur under your Account. You shall notify us immediately of any breach of security or unauthorized use of your Account. Pursuant to the terms herein, we shall not be liable for any losses resulting from any unauthorized use of your Account and, in addition to Sections 14 and 15 hereof, you hereby indemnify us and hold us harmless for any such unauthorized use. You acknowledge and understand that anyone who gains access to your Account will gain access to your all of your data on your Account, including any private content, and the ability to buy and sell on the Service on your behalf.
The Service offers you the ability to buy and sell advertising space and traffic. If you use the Service to buy advertising space or traffic (as a “Purchaser”) or if you use the service to sell advertising space or traffic (as a “Seller”), you hereby acknowledge and agree that you agree to and will be bound by the Purchaser’s Supplement and the Seller’s Supplement, respectively, as they may be amended from time to time and which are incorporated herein by reference (together, the “Transaction Supplements”). You acknowledge and agree that a breach of any provision in either of the Transaction Supplements is a breach of these Terms. Where these Terms and the Transaction Supplements conflict, these Terms shall control.
The Content on the Service and available through the Service, excluding Advertisements and Third Party Content (both defined below), but including other text, graphical images, photographs, music, video, software, databases, scripts and trademarks, service marks and logos contained therein (collectively “Proprietary Materials”), are owned by and/or licensed to us. All Proprietary Materials are subject to copyright, trademark, trade secret, and/or other rights under the laws of applicable jurisdictions, including domestic laws, foreign laws, and international conventions. We reserve all our rights over our Proprietary Materials.
Except as otherwise explicitly permitted, you agree not to copy, modify, publish, transmit, distribute, participate in the transfer or sale of, create derivative works of, or in any other way exploit, in whole or in part, any Content.
In order to include Your Properties in the Service (and, as a result buy and/or sell advertising space or traffic), you must submit Your Properties for acceptance into the Service. We reserve the right to accept or reject Your Properties from inclusion in the Service in our sole discretion, for any and no reason, including for failing any of the Participation Conditions (defined below). In addition to our right to terminate your grant of use of the Service, we reserve the right to terminate Your Properties’ inclusion in the Service in our sole discretion, for any and no reason, including for failing any of the Participation Conditions, with or without notice. In our sole discretion, we may give you a grace period to cure a breach of a Participation Condition, but we shall be under no obligation to do so.
You must properly categorize Your Properties in accordance with the categories set forth on the Service and provide any further information as requested by us on the Service. You represent and warrant that all information you include with the submission of Your Properties are true and correct. Subject to the categories made available on the Service and other instructions as provided on the Service, Your Property shall be deemed "text" content type if it has no thumbs or other content on the page at all. If Your Property has mixed pictures and movie content, it shall be deemed as “movie” content type. If Your Property has mixed movie and “tube” content, it shall be deemed as “tube” content type.
You represent and warrant that you have the necessary ownership, licenses, permissions, rights and consents to submit Your Properties to the Service and to authorize us to include Your Properties in the Service for any and all uses contemplated by the Service and these Terms. You are entirely responsible for any of Your Properties you submit to the Service. You shall be solely responsible for any and all of Your Properties and any and all consequences of submitting them to the Service.
We claim no ownership or control over Your Properties. You or a third party licensor, as appropriate, retain all rights in and ownership over Your Properties and you are responsible for protecting your rights in and ownership over Your Properties as appropriate.
You are entirely responsible for any and all materials you upload, submit or otherwise make available via the Service, including advertisements (whether in the form of banners, pop-ups, pop-unders, advertising copy, or otherwise as we may allow from time to time in our discretion) that you seek to place through the Service (collectively, “Advertisements”). Advertisements cannot always be withdrawn. You acknowledge that any disclosure of personal information in Advertisements may make you personally identifiable and that we do not guarantee any confidentiality with respect to Advertisements.
You shall be solely responsible for any and all of your own Advertisements and any and all consequences of positing, uploading, publishing or otherwise making them available. For any of your Advertisements, you affirm, represent and/or warrant that:
You own or have the necessary licenses, permissions, rights or consents to use and authorize us to use all trademarks, copyrights, trade secrets or other proprietary rights in and to Advertisements for any and all uses contemplated by the Service and these Terms;
You will not post, or allow anyone else to post, any sexual or erotic material that depicts any individual under the age of eighteen (18) years and that you have inspected and are maintaining written documentation, pursuant to United States law 18 U.S.C. § 2257 (whether you are subject to United States law or not) and other analogous, relevant and/or applicable laws, to confirm that all individuals in your Advertisements are, in fact, over the age of eighteen (18) years. WE HAVE A ZERO-TOLERANCE POLICY FOR CHILD PORNOGRAPHY, PEDOPHILES OR ANY PEDOPHILIC ACTIVITY; and
You have written consent, release, and/or permission from each and every identifiable individual in the Advertisements to use the name and/or likeness of each and every such identifiable individual to enable use of the Advertisements for any and all uses contemplated by the Services and these Terms.
You further agree that you shall not submit an Advertisement that:
Is copyrighted, protected by trade secret or trademark laws, or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have explicit permission from the rightful owner to submit the material and to grant us all of the license rights granted herein;
Is obscene, vulgar, illegal, unlawful, defamatory, fraudulent, libelous, harmful, harassing, abusive, threatening, invasive of privacy or publicity rights, hateful, racially or ethnically offensive, inflammatory, or otherwise inappropriate as decided by us in our sole discretion;
Depicts illegal activities, promotes or depicts physical harm or injury against any group or individual, or promotes or depicts any act of cruelty to animals;
Impersonates any person or entity or otherwise misrepresents you in any way, including creating a false identity;
Would constitute, encourage or provide instructions for a criminal offense, a violation of the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; or
Is unsolicited or unauthorized advertising, promotion, “spam” or any other form of solicitation.
We claim no ownership or control over Advertisements or Third Party Content. You or a third party licensor, as appropriate, retain all copyrights to Advertisements and you are responsible for protecting those rights as appropriate. You irrevocably grant us a world-wide, non-exclusive, royalty-free, perpetual, non-cancelable, sub-licenseable license to reproduce, publicly perform, publicly display, distribute, adapt, modify, publish, translate, create derivative works of and otherwise exploit Advertisements (including any trademarks incorporated therein) for the purposes contemplated by the Service and these Terms. Furthermore, you also grant other users of the Service a right and license to use Advertisements in connection with their use of the Service and publishing your Advertisements. You also irrevocably waive and cause to be waived against us and any of our users any claims and assertions of moral rights or attribution with respect to Advertisements.
The foregoing license specifically includes a license by you to us to modify Advertisements as necessary for technical or commercial reasons, including scaling images, creating thumbnail images, shortening text to fit available space and any other modifications we deem necessary in our sole discretion to adequately provide the Service to you.
You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to Advertisements. Specifically, you represent and warrant that you own the title to the Advertisements, that you have the right to upload the Advertisements to the Service and to have them displayed through the Service, and that uploading and displaying the Advertisements will not infringe upon any other party’s rights or your contractual obligations to other parties.
You acknowledge that we may at our sole discretion refuse to publish, remove, or block access to any Advertisement for any reason, or for no reason at all, with or without notice.
Without limiting the other indemnification provisions herein, you agree to defend us against any claim, demand, suit or proceeding made or brought against us by a third-party alleging that your Advertisements or your use of the Service infringes or misappropriates the intellectual property rights of any third-party or violates applicable law and you shall indemnify us for any and all damages against us and for reasonable attorney’s fees and other costs incurred by us in connection with any such claim, demand, suit or proceeding.
You, Your Properties and Advertisements must satisfy all of the following conditions, as well as the other terms, conditions and restrictions contained in these Terms, and any other terms, conditions and restrictions as determined in our sole discretion (including any additional restrictions set forth in the administrative panel on the Service), in order to qualify for participation and continued inclusion in the Service (collectively, the “Participation Conditions”):
You must have the necessary ownership, licenses, permissions, rights or consents to submit Your Properties and Advertisements for inclusion in the Service and to use Your Properties and Advertisements in the Service.
ii. You must own or have the necessary licenses, permissions, rights or consents to use all trademarks, copyrights, trade secrets or other proprietary rights in and to the content (including its domain name) on Your Properties and Advertisements.
You may not cheat, defraud or mislead us, or attempt to cheat, defraud or mislead us, in any manner.
iv. You shall not engage in any activities that may be harmful to our image, goodwill or reputation (whether certain activities meet this definition is in our sole discretion).
Your Properties and Advertisements may not contain any sexual or erotic material that depicts persons under the age of eighteen (18) or in a manner that suggests that they are under the age of eighteen (18). WE HAVE A ZERO-TOLERANCE POLICY FOR CHILD PORNOGRAPHY, PEDOPHILES OR ANY PEDOPHILIC ACTIVITY.
Your Properties and Advertisements may not contain any obscene, vulgar, illegal, unlawful, defamatory, fraudulent, libelous, harmful, harassing, abusive, threatening, invasive of privacy or publicity rights, hateful, racially or ethnically offensive, inflammatory, or otherwise inappropriate content as decided by us in our sole discretion.
Your Properties and Advertisements may not depict illegal activities, promote or depict physical harm or injury against any group or individual, or promote or depict any act of cruelty to animals.
Your Properties and Advertisements may not contain material that impersonates any person or entity or otherwise misrepresents you or Your Properties’ users in any way.
Your Properties and Advertisements must not contain software viruses or any computer code, file or program designed to interrupt, destroy, limit or monitor the functionality of any computer software or hardware or any telecommunications equipment.
Your Properties and Advertisements may not contain Active-X elements or similar technology.
Your Properties and Advertisements may not contain or advertise “malware sponsors.” Your site may not be listed as “High Risk” or “Infected” on VirusTotal.com.
Your Properties and Advertisements may not contain or advertise torrents, “warez” or similar content.
Your Properties and Advertisements may not contain or advertise stolen scripts.
Your Properties and Advertisements may not contain java script consoles which intercept the focus of the user, pop-ups which are not initiated on user’s action (click), or exit java script consoles preventing user from closing the page.
Your Properties and Advertisements may not promote or incentivize online activity to surf websites, click on ads or engage in any activity that artificially enhances website, advertiser or other metrics.
Your Properties and Advertisements may not promote the production of fake documents, the copying of materials or paper mills.
Your Properties and Advertisements may not promote drugs or any related paraphernalia.
Your Properties and Advertisements may not promote content that is targeted to anyone under the age of eighteen (18) years.
Your Properties and Advertisements may not be under construction or incomplete.
Your Properties must have substantial real content and not simply be “blind links.”
Your Properties and Advertisements may not use any third party trademarks without appropriate authorization and may not create a likelihood of confusion for consumers or dilute any third party trademarks.
Your Properties and Advertisements may not attempt to profit from human tragedy, suffering or trafficking.
You Properties and Advertisements must respect the particular rules added in the Service for your campaign.
Your Properties and Advertisements must abide by all applicable local, state, national and international laws and regulations. The generality of this provision shall not be limited by the other Participation Conditions.
You must voluntarily inspect and maintain written documentation sufficient to satisfy United States statute 18 U.S.C. § 2257 and other similar laws to confirm that all individuals on Your Properties and Advertisements are over the age of (18) years, even if you are not subject to the jurisdiction of the United States.
If you are subject to EU Directive 2009/58/EC (the “EU Cookie Law”), you must provide clear and comprehensive information about the purposes of, storage of and access to cookies and related technologies used by Your Properties and Advertisements, including those technologies employed by the Service in conjunction with Your Properties and Advertisements, and receive the proper consent as required by the EU Cookie Law.
Your Properties and Advertisements may not constitute, encourage or provide instructions for a criminal offense, a violation of the rights of any party (including the infringement of anyone’s intellectual property rights), or otherwise create liability or violate any local, state, national or international law.
You may not send, transfer or otherwise initiate e-mails or other communications in violation of “spam” laws, including, for example, the Can-Spam Act of 2003.
You may not use the Service in any way that may expose us to liability, whether criminal, civil or otherwise.
You may not use the service as a means of exchanging currencies.
You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive demands on it.
Your Property may not be hosted on a free web host, with the exception of free blog hosts.
You may not use any automated means, including robots, crawlers or data mining tools, to download, monitor or use data or Content from the Service. You may use a provided API instead (subject to the provisions hereof).
You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information you transmit to or from the Service.
You may not disable, circumvent, or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any content or which enforce limitations on the use of the Service or the Content.
The Transaction Supplements:
If you use the Service to sell advertising space or traffic, You and Your Properties and Advertisements must comply with all the conditions contained in the Seller’s Supplement, including its additional Participation Conditions.
If you use the Service to buy advertising space or traffic, You and Your Properties and Advertisements must comply with all the conditions contained in the Purchaser’s Supplement, including its additional Participation Conditions.
You agree and acknowledge that we may use both manual and automated methods to ensure your compliance with the Participation Conditions. We retain the sole right, in our reasonable discretion, to determine whether you have complied with the Participation Conditions.
We reserve the right to take appropriate action against you for any breach or suspected breach of the Participation Conditions or other unauthorized use of the Service, including civil, criminal and injunctive redress in addition to termination of your grant of use of the Service. Any use of our computer systems not authorized by these Terms is a violation of these Terms and certain domestic, foreign and international laws.
Nothing contained in this Section, or any other part of these Terms, shall constitute legal or professional advice regarding any matter referenced herein. You are solely responsible for obtaining your own legal advice regarding compliance with any and all applicable laws or regulations.
In addition to termination of the grant of use of the Service, any violation of Participation Conditions, shall subject you to damages including our administrative costs incurred in addressing your violation. In the event that your violation results in legal action (whether against you or against us by any party) or physical or emotional harm to any party, you shall be subject to additional damages for each violation as determined by the court. We may, in our discretion, assign any such damage claim or portion thereof to a third party that has been wronged by your conduct.
You understand and acknowledge that, when using the Service, you may be exposed to Content from a variety of sources including content made available on the Service by other users, content made available by automated means, or by links to other websites on the internet, including other websites participating in the Service and advertisements of other users using the Service (collectively, “Third Party Content”) and that we do not control and are not responsible for any Third Party Content. We assume no responsibility for the content, privacy policies or practices of the Third Party Content and their owners and operators. In accordance with Sections 14 and 15 herein, we also make no representation and warranty as to the accuracy, completeness or authenticity of information of the Third Party Content and we shall not be liable for any and all liability arising from your use of any Third Party Content.
We claim no ownership or control over Third Party Content. Third parties retain all rights, responsibilities and liabilities to Third Party Content and they are responsible for protecting their rights as appropriate.
You understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent or otherwise objectionable or may cause harm to your computer systems and, without limiting the other limitation of liability provisions herein, you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect thereto.
You understand and acknowledge that we assume no responsibility whatsoever for monitoring the Service for inappropriate Content or conduct. If at any time we choose, in our sole discretion, to monitor such Content, we assume no responsibility for such Content, have no obligation to modify or remove any such Content (including Advertisements and Third Party Content), and assume no responsibility for the conduct of the users submitting any such Content (including Advertisements and Third Party Content).
Without limiting the provisions below on limitations of liability and disclaimers of warranties, all Content on the Website is provided to you “AS-IS” for your use only as contemplated by these Terms and you shall not use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit for any other purpose whatsoever the Content without the prior written consent of the respective owners/licensors of the Content.
You acknowledge that we may in our sole discretion refuse to publish, remove or block access to any Content for any reason, or for no reason at all, with or without notice.
You agree to immediately notify us of any of the following:
Any and all URLs where you will implement or use the Service.
Whether there are any inquiries or concerns by any persons regarding any potentially illegal activities or activities in contravention of the Participation Conditions to you or in regards to Your Properties or Advertisements.
If you receive any inquiries, requests for information, complaints, cease and desist notifications in any way related to your use of the Service and relating to obscenity, child pornography, SPAM complaints, copyright infringement, trademark infringement, unfair or deceptive trade practices, misleading search terms, invasion of publicity or privacy, fraud (including credit card fraud), any other criminal investigation inquiry (unless you are clearly prohibited from doing so by law), any civil investigation or litigation or any civil or criminal subpoena.
We respect the intellectual property rights of others. You may not infringe the copyright, trademark or other proprietary informational rights of any party. We may in our sole discretion remove any Content we have reason to believe violates any of the intellectual property rights of others and may terminate your use of the Service if you submit any such Content.
We reserve the right to amend these Terms, including the Transaction Supplements, at any time by posting such amendments to the Service. The top of the Terms and the Transaction Supplements will indicate the date that amendments were last made. No other notification may be made to you about any amendments. YOU ACKNOWLEDGE THAT YOUR CONTINUED USE OF THE SERVICE FOLLOWING SUCH AMENDMENTS WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH AMENDMENTS, REGARDLESS OF WHETHER YOU HAVE ACTUALLY READ THEM.
To the fullest extent of the law, you accept full responsibility for, shall indemnify us and hold us harmless for any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing inquiry or investigation that we believe may lead to the institution of any such action, suit, proceeding or alternative resolution mechanism, whether civil, criminal, administrative, investigative or otherwise (hereinafter, collectively, a “Claim”) or any other damages that we suffer by reason of, connected to, or arising in part or in whole out of any aspect of your use of the Service, including Your Property’s inclusion in the Service, Advertisements or your breach of these Terms (including the Participation Conditions). You shall indemnify us against any and all expenses, losses, claims, damages, and liabilities, joint or several, including, without limitation, attorney’s, investigation, legal, court and other out-of-pocket obligations, fees and costs, and costs of being a witness, incurred by reason of, in connection with or arising in part or in whole out of such a Claim or for any other damages that we may suffer out of any aspect of your use of the Service, including Your Property’s inclusion in the Service, Advertisements or your breach of these Terms (including the Participation Conditions).
In the event of a Claim under this Section, we shall be permitted to select legal counsel to in relation to such a Claim. We reserve the right to participate in the proceedings of any Claim subject to indemnification from you, but we shall have no obligation to do so. You shall not settle any such Claim without our prior written consent, which we shall not unreasonably withhold.
In the event that you are involved in a dispute with any third parties, including any users of Your Properties or any other users of the Service, you hereby release us, our officers, employees, agents and successors-in-right from claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Service.
You understand and acknowledge that we will charge, on an hourly basis, for any and all time spent responding to any third-party complaints, disputes, claims or actions involving you, Your Properties and/or Advertisements. You agree to promptly pay any and all such amounts.
READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
The Service may contain links to third-party websites which are independent of us, including Third Party Websites. We assume no responsibility for the content, privacy policies, or practices of and make no representation or warranty as to the accuracy, completeness or authenticity of information contained in any third party websites. We have no right or ability to edit the content of any third party websites. You acknowledge that we shall not be liable for any and all liability arising from your use of any third party websites.
You expressly agree that your use of the Service is at your sole and exclusive risk. The Service is provided “
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICE, WHETHER, WITHOUT LIMITATION, SUCH DAMAGES ARISE FROM (i) YOUR USE, MISUSE OR INABILITY TO USE THE SERVICE, (ii) YOUR RELIANCE ON ANY CONTENT ON THE SERVICE, (iii) THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR COMPLETE DISCONTINUANCE OF THE SERVICE, (iv) THE TERMINATION OF THE SERVICE BY US, OR (v) THE TEMPORARY OR PERMANENT SHUTDOWN OF YOUR PROPERTIES OR OTHER WEBSITES PARTICIPATING IN THE SERVICE. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY. THESE LIMITATIONS ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED OR ADVERTISED IN CONNECTION WITH THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW SOME LIMITATIONS OF LIABILITY, THEREFORE, IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU OR BE LIMITED.
WE DO NOT WARRANT THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (v) ANY ERRORS IN CONTENT WILL BE CORRECTED.
ANY CONTENT OBTAINED THROUGH THE USE OF THE SERVICE IS OBTAINED AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU, YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH CONTENT.
YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE OR ANY OTHER GRIEVANCE SHALL BE THE TERMINATION OF YOUR USE OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE MAXIMUM LIABILITY OF US ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE EXCEED $500.
YOU ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT YOU ADD ADDITIONAL FUNDS TO YOUR ACCOUNT, THIS SHALL CONSTITUTE AN ACKNOWLEDGEMENT AND AGREEMENT THAT ALL SERVICES THAT YOU HAVE RECEIVED UNTIL SUCH ADDITION OF FUNDS TO YOUR ACCOUNT WERE TO YOUR FULL SATISFACTION, THAT YOU WILL NOT CHALLENGE THE VALIDITY OR QUALITY OF THE SERVICES THAT YOU HAVE RECEIVED, AND THAT YOU WAIVE ANY AND ALL CLAIMS THAT MAY HAVE EXISTED OR COULD HAVE EXISTED AT THE TIME OF THE ADDITION OF SUCH FUNDS.
To the maximum extent permitted by law, these Terms as well as any claim, cause of action, or dispute that may arise between you and us, are governed by the laws of the Dominica without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY YOU AGAINST US, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF THE COURTS LOCATED IN DOMINICA. FOR ANY CLAIM BROUGHT BY US AGAINST YOU, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL JURISDICTION IN AND THE VENUE OF THE COURTS IN DOMINICA AND ANYWHERE ELSE WHERE PERSONAL JURISDICTION OVER YOU CAN BE FOUND. You hereby waive any right to seek another venue because of improper or inconvenient forum.
YOU AGREE THAT YOU MAY BRING CLAIMS ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.
You hereby agree that as part of the consideration for these terms, you are hereby waiving any right you may have to a trial by jury for any dispute between the you and us arising from or relating to these Terms or the Service. This provision shall be enforceable even in the case that any arbitration provisions or any other provisions of this section are waived.
Relationship of Parties. No partnership, joint venture, agency, franchise, sales representative or employment relationship is intended or created by these Terms. You have no authority to make or accept any offers or representations on our behalf. You shall not hold yourself out as our agent. You shall not take any action or make any statement that contradicts anything in this sub-section.
Third Party Rights. Nothing in these Terms is intended, nor will be deemed, to confer rights or remedies upon any third party.
Merger. These Terms (including those documents incorporated herein by reference), as amended from time to time, constitute the entire agreement between you and us and supersede all prior agreements between you and us and may not be modified without our written consent.
Waiver Our failure to enforce any provision of these Terms will not be construed as a waiver of any provision or right.
Severability If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid and unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.
Independent Investigation. You acknowledge that you have read these Terms, including the Transaction Supplements and any additional documentation, and agree to its terms and conditions. You acknowledge that you have independently evaluated the desirability of entering into these Terms and are not relying on any representation, guarantee, or statement other than as set forth in these Terms. You acknowledge that you have the right to review these Terms with your attorney before you enter into it and that nothing herein and no statement by us or any person associated with us has in any way prevented or inhibited you in any way from seeking such advice before agreed to these Terms.
Assignment. These Terms are not assignable, transferable or sublicensable by you except with our prior written consent, but may be assigned or transferred by us without restriction. We may resell, assign or transfer our rights and obligations under these Terms at any time without restriction and without notice to or consent from you.
Notice. You agree that we may provide you with notices by e-mail, regular mail, or postings to the Service. Notice is deemed to be delivered by you when it is sent by us. Except as explicitly stated otherwise, notices to us must be delivered via e-mail to firstname.lastname@example.org and will be deemed to be delivered when actually received by us.
Force Majeure. Neither party shall be held responsible for reasonable delay or failure in performance of any obligation pursuant to these Terms caused by acts of God (or natural disasters), terrorism, strikes, embargoes, fires, war or other causes beyond the affected party’s reasonable control.
Construction. The section titles in these Terms are for convenience only and have no legal or contractual effect. As used in these Terms, the term “including” is illustrative and not limitative.
Language. If this agreement is translated and executed in any language other than English and there is any conflict as between the translation and the English version, the English version shall control.
The terms of this Supplement shall apply to you if you engage the traffic buying or advertising space buying services on the Service (the “Purchaser’s Program”). By engaging in the Purchaser’s Program, you agree to be bound by this Supplement in addition to all the provisions of the Terms.
In addition to the Participation Conditions in the Terms, you and Your Properties must satisfy all of the following conditions in order to qualify for participation and continued inclusion in the Purchaser’s Program:
Your Properties and Advertisements may not redirect traffic in any way, including language, country or browser redirecting.
Your Properties and Advertisements may not auto-bookmark, auto-refresh, auto-focus, or change a user’s homepage.
Your Properties and Advertisements may not contain significant content hosted on free file-sharing websites
We do not guarantee to direct any volume or quality of traffic to Your Properties or impressions of Advertisements. We will use commercially accepted methods and practices to direct traffic to Your Properties in accordance with your order and to place Advertisements in accordance with your campaign specifications, all pursuant to publisher and seller availability. However, we do not represent or warrant that purchased traffic or impressions will result in any particular actions or transactions (including sales or sign-ups). We shall use our own commercially accepted methods and practices to measure the traffic sent and impressions served pursuant to your order. We are under no obligation to use any other methods or practices (including client-side software, third party counters or trade scripts) to measure the amount and quality of traffic sent to Your Properties or impressions served of your Advertisements. All measurements provided by us are final. If you dispute any measure provided by us, your sole remedy is to cancel your order, request a refund (subject to conditions) and cease using the Service.
We will take commercially reasonable steps to provide you with online access to reports that track and review traffic and impressions. Such reports will be available to you on the Service. Such reports will be updated on a regular basis but we do not represent or warrant that they will always be in “real-time.” We reserve the right to recalculate traffic based on a number of factors, including the discovery of fraudulent traffic or technical errors. The form, content and frequency of updates of such reports are subject to change at our discretion.
When you create a campaign, we will use our Service to help fulfill that campaign using commercially reasonable efforts. However, you understand and agree that the exact fulfillment of your campaign may not be technically or commercially feasible or possible. Fulfillment of your campaign depends on many factors, including the targets and requirements set by you in your campaign and publishers/sellers who are willing and able to participate in your campaign. However, you understand and agree that you are responsible for paying any and all fees that correlate to any portion of your campaign that is actually fulfilled or for the costs of your advertisements being published or the cost of purchasing traffic.
In order to purchase traffic you must place an order for traffic through our system by selecting which type of traffic you would like to purchase (including landing page, niche, type, uniqueness and other criteria), how much traffic you would like to purchase and which of Your Properties included in the Service you would like traffic directed to. We reserve the right to approve or deny your order for any or no reason at any time. You must pay for the full price of your order before we begin to fulfill it. We will not send traffic to Your Properties under an order until you have fully paid for that order.
In order to create an advertising campaign, you must create an advertising campaign through the Service and provide all of the requested and required information. We reserve the right to approve or deny your campaign for any or no reason at any time.
Payment may be processed by any of the methods posted and made available on the Service from time to time that you may choose. The price for your order will be based on the particulars of your order and you will be charged for your order throughout the duration of the time until it is fulfilled. All prices are in United States Dollars. Prices are subject to change and may vary due to various reasons, including special and limited promotional offers, changing markets and the availability and desirability of publishers/sellers. Prices exclude taxes.
If at any time the funds in your Account run out, your campaign/order may be suspended until such time as you put more money into your Account.
You agree not to report as fraudulent, lost or stolen any charge or form of payment which you have used in conjunction with payment to us, for which you do not have a good faith reason to believe is in fact fraudulent, lost or stolen. You agree not to report as unauthorized any charge by us for any transaction for which you do not have a good faith reason to believe is in fact unauthorized. You agree that, absent good faith, in the event of any such report you shall be liable to us for such charge or obligation plus an additional $100 administrative fee. The liability specified in this paragraph will not limit our rights or any other liability you may have for any other reason, including a breach of any other provision the Terms (including the Transaction Supplements).
You must promptly inform us of any changes in the following: (i) the expiration date of any method of payment, (ii) changes in home or billing addresses, and (iii) apparent breaches of security, including the loss, theft or unauthorized disclosure or use of your payment method, ID or password. If there is any such breach of security, you agree that you shall be liable for any unauthorized use of the Service resulting from such breach. Upon your request, you will be given access to billing records that support charges resulting from your use of the Service.
Within six (6) months of payment by you, we may, upon your request and in our discretion, issue a refund to you for parts of your order not yet fulfilled (i.e., we will issue a pro-rata refund on the amount of traffic purchased but not yet received) less any costs in issuing and processing the refund as long as you have remained in compliance with the Terms, including the Transaction Supplements. You will not be refunded for any taxes paid by you. We will only issue your refund in the same method of payment through with the order was made (subject to that payment method's processing fees). We will only issue your refund if the refund amount is greater than US$50. You will not receive any refunds for amounts gained from bonus-codes, promotional codes or any other funds for which you did not make direct payment. Refunds shall be subject to the terms and conditions regarding payouts found in the Seller's Supplement. Without limiting any of the foregoing, refunds shall be limited to the amount of your last deposit of funds into your Account.
In order for us to issue you a refund, you must first suspend or delete your order and submit a payout request. For a refund to a credit card, you must also submit a support ticket with your Account username.
YOU WILL NOT BE REFUNDED FOR ANY FUNDS ADDED TO YOUR ACCOUNT THAT YOU DID NOT PAY FOR. THIS INCLUDES ANY FUNDS FROM TESTS, BONUSES OR SPECIAL PROMOTIONS.
The terms of this Supplement shall apply to you if you engage the traffic selling services or advertising space selling services on the Service (the “Seller's Program”). By engaging in the Seller's Program, you agree to be bound by this Supplement in addition to all the provisions of the Terms.
In addition to the Participation Conditions in the Terms, You and Your Properties must satisfy all of the following conditions in order to qualify for participation and continued inclusion in the Seller’s Program:
You may not send us any traffic sent from a traffic broker or any service similar to the Service, unless we have given you prior written approval in each specific instance (which may be withheld, conditions or withdrawn at any time in our sole discretion).
If Your Property is primarily for hosting galleries, at least 50% of clicks on galleries should actually lead to galleries on that website.
If Your Property is primarily a thumb-preview website, no more than 20% of thumbs on that website may lead to traffic brokers.
If Your Property is primarily a text website, no more than 20% of your gallery links on that website may lead to traffic brokers.
Your Property may not auto-bookmark, auto-refresh, auto-focus, or change a user’s homepage.
You may not send the Service any "404" traffic.
You may not send the Service any traffic sent through fake video players or serve any impressions sent through fake video players.
You may not send the Service any traffic from gallery thumbnails or serve any impressions from gallery thumbnails.
You may not send the Service any traffic using i-frames or serve any impressions through i-frames.
You may not use any method to artificially or fraudulently inflate the volume of traffic or impressions. Such prohibited methods include: framing a banner's click-through destination, auto-spawning browsers, running spiders against Your Properties, automatically redirecting users and any other technique which may generate automatic or fraudulent traffic.
You may not require your users to view advertisements or to perform an action to send the Service traffic in order for the user to use Your Property.
You may not provide incentives of any nature to encourage or requires users to perform an action to send the Service traffic or view impressions.
You may not use any fraudulent or misleading methods to prompt your users into performing an action to send the Service traffic or view impressions.
All traffic and impressions must come from legal sources – Your Property may not operate in violation of any applicable law (whether applicable to us, you, or any other relevant party).
You agree that you will not use advertisements or the advertiser’s proprietary marks in any manner that disparages the advertiser or its products or services, or portrays the advertiser or its products or services in a false, competitively adverse or poor light. You will not serve advertisements in any manner that may cause confusion or mistake.
You will comply with our and the advertiser’s reasonable requests as to the use of advertisements and the advertiser’s proprietary marks and will avoid any action that diminishes the value of such marks.
Any unauthorized use of any part’s marks (including our marks or an advertiser’s marks) is strictly prohibited.
You acknowledge that we may in our sole discretion cease your service of advertisements or purchasing your traffic if we determine that the quality of your impressions or traffic is insufficient or fraudulent for any reason (including, without limitation, technical reasons and for violation of the Participation Conditions).
We will use our own commercially accepted methods and practices to measure the amount and quality of the traffic you send to the Service and impressions you serve. We are under no obligation to use any other methods or practices (including client-side software, third party counters or trade scripts) to make these measurements. All measurements provided by us are final. If you dispute any measurement provided by us, your sole remedy is to cease sending traffic to the Service and serving impressions and submit a payout request.
You acknowledge and agree that we will not attribute to you traffic and impressions which we cannot with reasonable certainty determine that you sent or served. Examples of such situations include when you fail to properly use a Selling Method (defined below) or when a user’s browser settings prohibit our ability to properly measure or track traffic or impressions.
We will take commercially reasonable steps to provide you with online access to reports that track and review traffic you have sent to the Service and impressions you have served. Such reports will be available to you on the Service. Such reports will be updated on a regular basis but we do not represent or warrant that they will always be in “real-time.” We reserve the right to recalculate traffic and impressions based on a number of factors, including the discovery of fraudulent traffic or impressions or technical errors. The form, content and frequency of updates of such reports are subject to change at our discretion.
If you and Your Property have been accepted into Seller’s Program, you may begin publishing advertisements on and sending traffic from Your Properties by using one or more of the technologies and methods made available and described on the Service. You acknowledge and understand that we are under no obligation to count impressions you serve or publications you make or traffic you send if you fail to properly use the technologies and methods made available and described on the Service. You acknowledge and agree that it is your sole responsibility to appropriately implement said technologies and methods.
You will accumulate payments to your Account based on various factors related to the publication of advertisements on Your Properties and traffic you send (“Payments”). The amounts of Payments will be based on our measurements and the factors set forth on the Service, as they may be updated and modified from time to time in our discretion. Rates are subject to change and may vary due to various reasons, including special and limited promotional offers and market factors. Your Payments will accrue to your Account regularly, but not necessarily in real-time.
You may submit a payout request of your Payments as long as your Payments total at least $50 US (the “Payment Floor”). We will take commercially reasonable means to process your payout request within 72 hours on a business day, but we make no guarantee that all payouts will be processed in that time frame. We will not process payouts on non-business days. All payments will furthermore be processed in accordance with our procedures as they may be amended from time to time.
If you have not earned or accrued any Payments totaling an amount above the Payment Floor in any six month period, or if your use of the Service is terminated, we may charge you a maintenance fee in an amount up to the Payment Floor for every six month period. The maintenance fee may be deducted and offset against any unpaid Payments.
We may, in our sole discretion, refuse to process a payout request or place a payment hold on any part of all of your Payments for any reason, including if we have a reasonable suspicion that you have breached the Terms, including any of the Participation Conditions. You may dispute a payment hold by notifying us.
If a Payment is paid to you and we subsequently determine that some or all of the Payment was earned in breach of the Terms, including any of the Participation Conditions, we may set-off the amount of the Payment accrued in breach, plus any related fees, from any Payments remaining in your Account and/or subsequent Payments earned. If there are no remaining Payments in your Account or no subsequent Payments earned, we shall send you an invoice for the set-off amount and you shall pay such invoice no later than thirty (30) after the invoice date.
There is a surcharge of 1-3% on all payouts. The exact surcharge will depend on the method of payment.
Upon creation of your Account or prior to processing of a payout, we may require you to complete certain tax documents. We may withhold all Payment accrued to your Account until such time as you submit these documents to us. If you fail to submit these documents to us within sixty (60) days of receipt of these documents, we may suspend your Account until such time as you submit the documents; alternatively, we may terminate your use of the Service and any Payment you have accrued will be forfeited.
We assume no responsibility for paying any taxes, banking commissions or currency fees on your behalf. You agree and acknowledge that you assume complete and sole responsibility for any taxes, banking commissions or currency fees owed as a consequence of your participation in the Service.