TRAFFIC F, s.r.o. TERMS OF SERVICE
DO NOT ACCESS THE WEBSITE OR MAKE USE OF ITS SERVICES.
Effective Date: June 10th, 2021
1. INTRODUCTORY PROVISIONS AND DEFINITIONS
When used capitalized herein, the following terms shall have the following meanings unless they are otherwise defined in this Terms:
1.1. These Terms of Service (hereinafter referred to as „Terms“) are issued by a company Traffic F, s.r.o., with its registered seat at Krakovská 1366/25, Prague 1, Postal Code 110 00, Czech Republic, ID: 029 08 204, registered in the Commercial register maintained by the Municipal Court in Prague, section C, inset 225193 (hereinafter referred to as the „Provider“) as a provider of the Traffic Service, as defined hereunder. All Provider' policies, guidelines, help and frequently asked questions pages published on the Website are incorporated into these Terms.
1.2. Advertiser is a legal entity or an entrepreneur with legal capacity to which the Provider provides Traffic Services in accordance with this Terms in connection with their business (hereinafter referred to as “Advertiser”).
1.3. The contractual parties (hereinafter referred to as the “Parties”) are the Provider and the Advertiser.
1.4. A user is a natural person who uses the internet to search for information, products, or services, e.g. on Network Sites, as defined hereunder (hereinafter referred to as “User”).
1.5. The Provider has an extensive experience and expertise in advertising and have developed an online marketing program utilizing its traffic service (hereinafter referred to as the “Program”). Via the Program, Advertising Area is bought and sold on a per-Impression or per click basis, via programmatic auction. A user visits the Website, generates a bid request, which is distributed to Advertisers who bid in real-time, and the winning bid is displayed to Users. The Advertiser will benefit from Provider’s expertise via participation in the Program in exchange for payment of Remuneration. The Program is provided under the conditions stipulated in these Terms, policies, guidelines, newsletters, help and frequently asked questions pages published on the Website, which forms integral part of these Terms and the Advertiser affirmatively agrees to be bound by them.
1.6. Services provided by the Provider to the Advertiser under the terms and conditions set forth in these Terms include providing the display of advertisements within the Advertising Area, as defined hereunder, in order to increase the preferred amount of Impressions of Advertiser’s advertisements and/or the preferred amount of Clicks on the Advertiser’s website (collectively referred to as the "Traffic Services").
1.7. The Provider provides Traffic Services via cooperation with his business partners who are providers of designated websites (hereinafter referred to as “Network Sites").
1.8. Advertising Areas mean areas designed to display advertisements offered by providers of the Network Sites (hereinafter referred to as "Advertising Area"). The selection of Advertising Areas is entirely within the Provider's competence, respectively is governed by the terms defined by the Provider for the Advertising Campaign.
1.9. An advertising campaign means provision of the display of an advertisement within the Advertising Areas under the terms set in the Program (hereinafter referred to as the "Advertising Campaign").
1.10. Click means one click on the Advertiser’s displayed advertisement (hereinafter referred to as the "Click") that brings the User to visit advertised pages (hereinafter referred to as the "Program Site"). As a Click counts every User's click on the Advertiser's advertisement from one (1) IP address, even if the target page is out of service.
1.11. Impression means a one-time display of the Advertiser’s advertisement on the relevant Advertising Area (hereinafter referred to as the "Impression").
1.12. CTR (Click-Through-Rate) means the rate of the number of Clicks to the number of Impressions displayed in the Advertising Area, expressed as a percentage (hereinafter referred to as the "CTR").
1.13. A remuneration (hereinafter referred to as the "Remuneration") is the remuneration for the provision of Traffic Services, the rules for its payment are set out in particular in the Article 4. of these Terms.
1.14. To participate in Program an Advertiser has to create a user login account (hereinafter referred to as the "User Account ").
2. TRAFFIC SERVICES
2.1. The subject matter of the Agreement between the Parties is the Provider's obligation to provide Traffic Services on the terms and conditions stipulated in the Program and these Terms and the Advertiser's obligation to pay the Provider the Remuneration and to comply with the conditions set in the Program and these Terms.
2.2. As soon as an Advertiser's request for Advertising Campaign is accepted by the Provider by respective mean offered by the Program , it is deemed that the Advertiser has agreed to enter into legally binding contract with the Provider and that the Agreement has been concluded (hereinafter referred to as the "Agreement"). Provider reserves the right to withdraw from the Agreement at any time at his sole discretion.
2.3. The Advertiser grants to the Provider and to providers of the Network Sites an unlimited, royalty-free, worldwide license to run, display, copy, reproduce, publish, modify, make available or otherwise use all content provided for the Advertising Campaign.
2.4. The Advertising Campaign may be targeted by the Advertiser based on geographical location, device of User or other categories offered by the Program.
3. USER ACCOUNT
3.1. To participate in the Program, you have to have the legal capacity and create the User Account. In connection with creating the User Account for the participation in Program, you agree to (i) provide true, accurate, current, and complete information about yourself as prompted by the account registration form (such information being the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete at all times while you are a registered user. You must promptly inform us of all changes, including, but not limited to, changes in your address and changes in your billing details. If you provide any information that is untrue, inaccurate, not current or incomplete, or we or any of our authorized agents have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we reserve the right to suspend or terminate your User account and refuse any and all current or future participation in the Program.
3.2. The Advertiser represents and warrants that he will not disclose to any other person his unique User Account name and password. The Advertiser is solely responsible for maintaining the confidentiality of the username and password and is fully responsible for all activities that occur under his User Account.
3.3. The Advertiser undertakes to immediately notify the Provider of any unauthorized use of his User Account or any other breach of security.
3.4. If the Advertiser has not logged into his User Account for 6 months or longer, User Account may go into "Inactive" status. User's Advertising Campaigns will continue to run until he has funds on the User Account. To re-activate, you will need to contact Provider's representative.
4. REMUNERATION/PAYMENT TERMS AND CONDITIONS
4.1. The Remuneration for the Traffic Services requested by the Advertiser when participating in the Program is calculated according to parameters of the Advertising Campaign, mostly based on the CPC (i.e. cost per click) or the CPM (i.e. cost per mille or cost per thousand) method if not agreed otherwise. Additional payments are also required as a prepayment, e.g. casting price. The Advertiser may set final preferred target amount (indicated as “Preferred Daily Max” or “Preferred Max Budget”) in respective order. When no target amount is indicated, the balance on the Advertiser’s account creates the preferred maximum budget for the Advertising Campaign.
4.2. The Remuneration is based on the bid-based buying model. The Provider allows Advertisers to bid for the volume of traffic. The Provider does not allow retraction of bids. For the fair competition an eCPM is calculated as a common value. Under CPM method, Advertisers pay a set remuneration for a thousand Impressions of their advertisement and the eCPM value is equal to the value of Advertiser’s bid. Under CPC method, the eCPM is calculated based on the amount of bid and the CTR of the advertisement/banner. The CTR of the advertisement/banner and subsequently eCPM value is determined after the advertisement is cast for an initial time period (i.e. casting period).
4.3. Under the CPC method additional payment is required as a prepayment for the casting of the advertisement/banner (necessary to determine the CTR and thus eCPM of the advertisement/banner). After setting preferences (geo, devices) the Program will generate a casting price for 50.000 Impressions and for the target that the Advertiser has chosen, and such amount will be automatically deducted from Advertiser’s User Account. Apart from this casting price the Advertiser is obliged to pay also for the Clicks received during this casting period. The price of the casting period is fixed and cannot be changed. As a result of the casting period the CTR for the banner is calculated and the Advertiser may adjust and begin the Advertising Campaign.
4.4. The Provider is authorized to charge the Advertiser the Remuneration for requested Traffic Services when participating in Program from the balance on his account and the Advertiser agrees to pay the Remuneration and to always keep required positive minimum balance on his account.
4.5. The Advertiser is obliged to top up a minimum balance to his User Account determined by the Program for respective country before using the Traffic Services and he is obliged to keep such balance on his User Account for the whole time of his participation in the Program if not determined otherwise in the Program.
4.6. The payment from Advertiser will be associated with information provided at the time of payment. The Advertiser has to ensure that information related to the Advertiser supplied by the Advertiser on the Program's platform has to be identical to the one provided by banks or billing processors otherwise the payment will not be accepted.
4.7. In the framework of the geographical targeting, the Advertiser explicitly takes into account and agrees that when targeting the Advertising campaigns to the countries with high traffic or to more countries, the Preferred Max Budget may be exceeded. The Advertiser is obliged to pay such difference in Remuneration without undue delay. The Advertiser is obliged to track his account and adjust Advertising campaigns according to his needs and keep always required positive balance on his account. The Provider is authorized to unilaterally terminate Advertiser’s participation in the Program and associated Traffic Services providing in case of Advertiser’s non-payment of such negative balance and in case the Advertiser does not keep required balance on his User Account.
4.8. The Advertiser shall be responsible for payment of all applicable state and/or local sales, use, and/or gross receipts tax receipts resulting from Advertiser’s transactions with the Provider. If the VAT rate is changed in the period between the conclusion of the Agreement and the billing of the Remuneration, the Advertiser acknowledges and agrees that the Provider is entitled to unilaterally adjust the Remuneration according to the applicable VAT rate.
4.9. The Remuneration for the Advertising Campaign is considered to be paid by moment of crediting the invoiced amount to the Provider's bank account/cryptocurrency appears in the Provider's wallet.
4.10. The Advertiser has always in his account accessible electronic invoice for the Traffic Services provided. The Advertiser gives consent to the Provider to send invoices in electronic form within the meaning of Section 26, paragraph 4 of the Act No. 235/2004 Coll. on Value Added Tax, by sending an invoice electronically in electronic form. Electronically generated invoices are considered by the Parties as full invoices.
4.11. In the event that the Advertiser fails to pay for the ordered Traffic Services in advance, the Provider reserves the right to suspend or terminate the Advertising Campaign of the Advertiser and close his User Account.
4.12. The Advertiser agrees to be bound by the policies, charges including chargeback fees and terms and conditions of any payment/cryptocurrency gateway (such as e.g. Paxum) and of any credit card provider(s) he proposes to use for accepting or making payment over the Program. In order to make payments via payment/cryptocurrency gateway, the Advertiser accepts that the Provider will be sending him an email to validate his account. The Advertiser is responsible for payment of all related bank fees regardless whether charged by Advertiser's or Provider's bank. The amount credited to the User Account will be without such fees.
4.13. The Advertiser authorizes the Provider, directly or through third parties, to make any inquiries he considers necessary to validate Advertiser’s identity. This may include asking him for further information that will allow the Provider to reasonably identify the Advertiser, requiring him to take steps to confirm ownership of his email address or financial instruments or verifying his information against third party databases or through other sources. The Provider reserves the right to close, suspend, or limit access to User Account in the event he is unable to obtain or verify provided information.
4.14. All payment details entered by the Advertiser are encrypted. The Provider will not be liable for any failure by the Advertiser making the payment to properly protect the Advertiser’s details being seen by other person or otherwise obtained by such persons during the online payment process or in respect of any omission to provide accurate information in the course of the online payment process.
5. REFUND OF BALANCE
5.1. Refunds of the unspent balance on Advertiser’s account and refunds of a prepaid casting price, in case banners are eventually rejected by reviewers, may be granted upon request of the Advertiser. Refunds may be granted upon Advertiser’s request only at the sole discretion of the Provider.
5.2. The Advertiser shall provide a written or email refund request to the Provider’s account manager. Once the Advertiser’s cancellation letter is received and inspected, the Provider will notify the Advertiser of the approval or rejection of his refund. If the refund is approved, the refund will be made using the Advertiser’s original payment type (with the exception of cryptocurrencies) (or another method at his discretion) within ten (10) business days upon notification of approval. If you paid with a cryptocurrency, in accordance with our terms and conditions, you will be refunded in cryptocurrency stable coins (such as e.g. USDT) to the wallet address you announce to the Provider, exclusively in the amount indicated on the invoice, the currency conversion will be made on the date of the refund processing. If the Advertiser has not received a refund within thirty (30) business days upon the notification of approval, he shall promptly contact the Provider after having contacted his wallet provider.
5.3. The Advertiser acknowledges and agrees that any fees and surcharges incurred by any payment type, bank he chooses are not refundable.
6. PARTICIPATION IN PROGRAM AND ITS TERMINATION
6.1. To participate in the Program Advertiser has to have full legal capacity, create a User Account and accept these Terms. The Provider is authorised to unilaterally terminate Advertiser’s participation in the Program at his sole discretion.
6.2. Either Party may terminate Advertiser’s participation in the Program at any time by cancelling his User Account. In the event that Advertiser terminates his participation in Program for any reason, he agrees to pay to the Provider any owed Remuneration or other fees due to the Provider pursuant to the Agreement and this Terms.
6.3. The day of termination of the mutual contractual relationship regulated by this Terms is the day of cancellation of the User Account.
6.4. If the Provider suspect, in his sole discretion, that the Advertiser, any of his agents, affiliates, or employees have breached the Agreement and/or these Terms, the Provider may elect to immediately terminate any Advertising Campaign of the Advertiser without further notice or compensation to the Advertiser. The Provider has a right to cancel User Account of the Advertiser without compensation to the Advertiser upon prior written notice.
7. REPRESENTATIONS AND WARRANTIES
7.1. The Provider undertakes that he will not represent himself as an agent, partner, subsidiary, or employee of the Advertiser, however he may make commercial references to the Advertiser or his sites(s), including without limitation, naming the sites(s) as a participant in the Program. The Advertiser agrees that the Provider may further display the site trademarks, service marks, graphics, logos and trade names in such context, and the license for such use is contained within this Agreement.
7.2. The Advertiser undertakes that he is aware of the principle of display of advertisements on the Advertising Area, including the principle of Remuneration (especially remuneration based on the bid-based buying model), that he understands these principles and is aware of them.
7.3. The Advertiser represents and warrants to the Provider that he is the owner or duly authorized licensee of any content provided for the Advertising Campaign and that the content neither violates any rights of any third person nor any intellectual property rights of any third person.
7.4. Due to the nature of advertisement, occasionally during the Advertising Campaign a failure to display Advertiser’s advertisement may occur, in particular in the framework of partner optimization tests, internal testing of success, but also due to other reasons and are not a reason to claim defects.
7.5. The Advertiser is obliged to track his User Account and on regular basis adjust his Advertising campaigns. The Provider does not warrant to the Advertiser the number of Clicks on the Advertiser's Campaign, nor Impressions, nor the overall duration of the Advertiser's Campaign. The Advertiser acknowledges that all information about these parameters, provided by the Provider, are of indicative nature only.
7.6. The Provider does not in any way make any warranties or representations regarding the results which the Advertiser may or may not gain from using the Traffic Services.
7.7. The Advertiser acknowledges and agrees that the Provider may preserve the content of Advertiser's Campaign and may disclose any Advertiser's Campaign in order to comply with legal requests, to enforce these Terms or to respond to any claim that any Advertiser's Campaign violates the rights of third parties or to protect the rights, property or safety of the Provider, the Advertisers, Users and the public.
7.8. At the time the Advertiser places his order/makes bid he represents and warrants to the Provider as follows:
7.8.1 the Advertiser is not in bankruptcy;
7.8.2 the Advertiser is an entrepreneur or a company that is a legal entity duly organized, validly existing and in good standing in its jurisdiction of incorporation;
7.8.3 the Advertiser has the power and authority to conduct his business as presently conducted and to execute, deliver and perform his obligations; and
7.8.4 the execution, delivery and performance of Advertisers’ obligations does not and will not violate his charter or by-laws, nor require any consent, authorization, approval, exemption or other action by any third party or governmental entity.
8. RIGHTS AND OBLIGATIONS OF THE PROVIDER
8.1. The Advertiser acknowledges and agrees that the Provider is entitled (but not obliged) to change the text of the advertisement in the Advertising Campaign to comply with the terms of providers of Network Sites or in the event that he considers the need for a change in order to make the Advertising Campaign more effective or to improve Impression and CTR.
8.2. The Provider has the right (not obligation) to review any and all Advertising Campaigns created by the Advertiser and to decline such Advertising Campaign at his sole discretion or to terminate such ongoing Advertising Campaign.
8.3. The Provider has the right to stop providing the Traffic Services in the event that it is not technically possible to provide the Traffic Services to the Advertiser. As a result of occasional upgrades, maintenance and other factors outside Provider's control, Provider cannot guarantee continuous, uninterrupted or secure access to the Program.
8.4 The Provider provides product support within the duration of the Advertising Campaign via online communication tools on working days.
8.5. The Provider is obliged to provide the Advertiser with information on the status and running of the Advertising Campaign in the form of online statistics accessible in Advertiser’s account.
8.6. The Advertiser acknowledges that the Provider is, in particular, not responsible for:
8.6.1. the correct display of the Advertising Campaign on Network Sites;
8.6.2. technical failures and failures of Network Sites;
8.6.3. 100% display of the link;
8.6.4. other reasons for which the Advertising Campaign cannot be displayed;
8.6.5. the text and meaning of the Advertising Campaign.
9. RIGHTS AND OBLIGATIONS OF THE ADVERTISER
9.1. The Advertiser is obliged to check the operation of the Advertising Campaign and notice any defects in writing to the Provider within 3 days from the discovery of the defect, but no later than the last day of the Advertising Campaign.
9.2. The Advertiser is obliged to ensure that advertisements in his Advertising Campaign as well as the content of his site are not in contradiction with generally binding legal regulations and related regulations, good morals and do not violate these Terms, interests of third parties or the interests of the providers of Network Sites.
9.3. The Advertiser undertakes not to advertise in his Advertising Campaigns any content that promote business competitors of providers of Network Sites.
9.4. It is strictly forbidden to Advertiser: any commercial use of the Program or its contents (other than Advertising); any collection or use of any media metrics available on or through the Program, listings, descriptions, or prices; any derivative use of the Program or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, scraping, or similar data gathering or extraction tools. The Program (or any portion of it) may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without our prior express, written consent.
9.5. The Advertiser is solely liable for any consequences of the Advertiser’s conduct. The Provider shall not be liable for any such action of the Advertiser (including any damages arising therefrom). In such case is the Advertiser obliged to indemnify the Provider or any third persons affiliate with the Provider and to pay all damages in the amount and in the term specified by the Provider.
9.6. It is the Advertiser’s responsibility to satisfy itself of the suitability, appropriateness and legality of the Advertising Campaign for designated country/area. The Provider does not screen and is not responsible for screening or monitoring any material or communications posted in the Advertising Campaign.
9.7. Conclusion about the violation or suspected violation of any part of this Terms is within the sole discretion of the Provider and may result in immediate termination of the Advertising Campaign and Advertiser’s User Account in the Program. If the Advertiser has violated any of the Terms, the Advertiser agrees to immediately upon receiving the Provider's request compensate the Provider for any damage suffered by him (without prejudice to any other rights of the Provider pursuant to other provisions of the Terms or his rights based on the provisions of other relevant legal regulations) and further all costs or losses incurred by the Provider as a result of a breach of third party rights, breach of the Terms or breach of the Agreement by the Advertiser or a third party for whom the Advertiser is responsible.
9.8. Damage means any expense, damage or loss (including any legal costs and any VAT) incurred by the Provider as a result of breach of third party rights, breach of the Acceptable Use Policy or breach of the Agreement by the Advertiser or a third party for whom the Advertiser is responsible or, as a result, the Provider (including its affiliates, employees, agents, or contractors) will suffer.
10. LIMITATION OF LIABILITY
10.1. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT ADVERTISER PAID TO PROVIDDER (IF ANY) TO USE THE TRAFFIC SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN).
10.2. IN NO EVENT SHALL PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER RESULTING FROM ANY:
ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, AND/OR
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ADVERTISER‘S PARTICIPATION AND USE OF THE PROGRAM, AND/OR
UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, AND/OR
INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, AND/OR
BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR
ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PROVIDER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. ADVERTISER SPECIFICALLY ACKNOWLEDGES THAT PROVIDER SHALL NOT BE LIABLE FOR CONTENT OF ADVERTISING CAMPAIGNS OR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FO2021-06-01 12:06:53REGOING RESTS ENTIRELY WITH ADVERTISER.
10.3. IN ALL CASES, PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
11. WARRANTY DISCLAIMER
11.1. ADVERTISER AGREES THAT HIS PARTICIPATION IN PROGRAM SHALL BE AT HIS SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PROGRAM AND YOUR USE THEREOF. PROVIDER MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PROGRAM‘S CONTENT OR THE CONTENT OF ANY NETWORK SITES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY:
ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, AND/OR
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ADVERTISER‘S PARTICIPATION AND USE OF PROGRAM, AND/OR
UNAUTHORIZED ACCESS TO OR USE OF PROVIDER‘S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, AND/OR
INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, AND/OR
ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR
ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PROGRAM.
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
11.2. PROVIDER PROVIDES ITS TRAFFIC SERVICE “AS IS” AND DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY VIA THE PROGRAM OR ANY NETWORK SITE OR OTHER ADVERTISING, AND PROVIDER WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
12. ACCEPTABLE USE POLICY
12.1. The Advertiser undertakes and agrees that Advertising Campaigns content (e.g. site(s) promoted via the Provider’s Program), shall not include, offer, promote, depict, or otherwise utilize the following material, products, or services in any manner, such as but not limited to:
12.1.1. Illegal activity;
12.1.2. Narcotics, alcohol, or use of the same;
12.1.3. Password trading, distribution, or hacking;
12.1.4. Adware, Spyware, or Malware;
12.1.5. Link, promote, or otherwise reference any Network Sites;
12.1.6. Ammunition, firearms, or weapons of any kind;
12.1.7. ‘Tube’ website business model; and
12.1.8. Prostitution services.
12.2 The Advertiser undertakes and agrees to be bound by the following general policies in connection with any and all Advertising Campaigns, generated from his User Account and his participation in the Program, that shall not contain:
12.2.1. No material which is illegal, defamatory, obscene, harassing, or otherwise objectionable;
12.2.2. No material that promotes or facilitates illegal activity, or violates the rights of others, such as copyright, trademark, patent, other intellectual property infringement, right to privacy, right to publicity, or other similar rights;
12.2.3. No material representing an affiliation, express or implied, with any of the Network Sites without prior written consent from the Provider. Such written documentation must be retained by the Provider, whether in digital or hardcopy format;
12.2.4. No material replicating or attempting to replicate any of the Network Sites, distinctive features of the Network Sites, and format, design, or the overall aesthetic look and feel of any of the Network Sites;
12.2.5. No audio feature(s);
12.2.6. No material utilizing any meta-tags, pay-per-click advertising, search engine terms, or other promotional campaigns that would imply or suggest that underage pornographic or illegal content may be found on the site(s), nor attempt to utilize the Traffic Service or Program for the same;
12.2.7. No material that contains ‘Trojan Horses,’ viruses, malware, spyware, or the like, which cause or have the potential to cause damage to any computer or programs, regardless of the intent. The Advertiser is solely responsible for any damage caused by the aforementioned destructive materials;
12.2.8. No automatic resizing of web browser frames; no push notifications, JS Alert, Back buttons;
12.2.9. Clear representation of the company, product and brand associated with the Program site(s);
12.3. The Advertiser acknowledge and agree that Advertising Campaign(s) utilizing animated components and ‘pop under’ web displays may be subject to additional acceptable use restrictions.
12.4. The Advertiser undertakes and agrees to research the legality of his use of any and all Advertising Campaign materials.
12.5. The Advertiser shall not engage in any fraudulent, deceptive, or unfair transactions and/or trade practices in connection with his use of the Traffic Services or the Program.
12.6. The Advertiser shall not engage in any activities that may be harmful to the image, goodwill, or reputation of the Provider or Network Sites. The Advertiser shall not attempt to cheat, defraud, or mislead the Provider, in any manner.
12.7. The Advertiser acknowledges his responsibility to prevent minors from accessing harmful or inappropriate material on his Program Site(s). The Advertiser agrees not to allow minors to view any such material and agree to take responsible measures to prevent them from doing so.
13.1. It is strictly forbidden to the Advertiser to include domain names, trademarks, logos, etc. of the Provider or of the providers of the Network Sites in the advertisement, reproduce, distribute, communicate them to the public, make available, adapt, publicly perform, link to, or publicly display them. Such conduct would cause breach of this Terms and entitles the Provider for contractual penalty amounting to USD 5,000 in each case of breach. The Advertiser is obliged to pay the contractual penalty without undue delay after Provider’s email notice.
13.2. In the event of Advertiser’s default with the payment of the Remuneration (or some of its components), the Provider is entitled to charge the Advertiser a contractual penalty in the amount of 2% p.a. of the amount due and the costs involved in recovering the claim.
13.3. If the Advertiser introduced or uploaded any viruses, Trojan horses, worms, logic bombs, time bombs, cancelbots, corrupted files or any other similar software, program or material which is malicious or technologically harmful or that that may damage the operation of the Program and/or Provider’s network, or offer scam form such conduct would cause breach of this Agreement and entitles the Provider for a contractual penalty amounting to USD 5,000 in each case of breach. The Advertiser is obliged to pay the contractual penalty without undue delay after Provider’s email notice.
13.4. If the Advertiser advertises in his Advertising Campaigns any content that promote business competitors of providers of the Network Sites, such conduct would cause breach of this Agreement and entitles the Provider for a contractual penalty amounting to USD 5,000 in each case of breach. The Advertiser is obliged to pay the contractual penalty without undue delay after Provider's email notice.
13.5. The payment of contractual penalties does not affect the Provider’s right to compensation for damage in full.
14. CHANGES TO THIS TERMS OF SERVICE
14.1. The Provider reserves the right to modify these Terms at any time in accordance with this provision. If the Provider makes changes to these Terms, he will post the revised Terms on his website and update the “Last Updated” date at the top of these Terms. If the Advertiser disagrees with the revised Terms, he may cancel his account. If the Advertiser does not cancel his account before the date the revised Terms becomes effective, his continued access to or use of the Website will be subject to the revised Terms.
15. FINAL PROVISIONS
15.1. Legal relations not regulated by these Terms are governed by the laws of the Czech Republic.
15.2. In case a dispute arises out of or in connection with the Agreement, its execution, interpretation and/or termination, the Parties shall attempt in the first instance to resolve such dispute through amicable negotiations. Such negotiations shall start upon notice with acknowledgement of receipt delivered by one Party to the other and last at least for thirty (30) business days. Shall the Parties not settle after the said period, they shall be entitled to apply the following section.
15.3. All disputes arising from or in connection with this Agreement, its breach, termination, validity or interpretation, and any further dispute between the Parties shall be settled finally by the public courts of the Czech Republic.
15.4. Should any part of these Terms or the Agreement be considered void or in violation of applicable law, such part of these Terms or the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, the other provisions of the Terms and/or Agreement will remain in force.
15.5. The Provider may assign his rights from these Terms in his absolute discretion. The Advertiser is strictly prohibited from assigning or transferring any rights under these Terms. Any attempted assignment or transfer by you shall be void and without legal effect.
15.6. These Terms are accessible online on www.trafficfactory.com.
15.7. You may contact the Provider via email: firstname.lastname@example.org.