The rules of advertising services for advertisers
1. APPLICABILITY OF THE CONDITIONS
Traff OU (a company duly incorporated and validly existing under the laws of the Republic of Estonia with registry number Data hereinafter referred to as “Traff”) is a digital advertising technology company that provides services for product monetization and promotion. Traff connects publishers and advertisers through its platform. By using any of Traff services, you agree to these general terms and conditions; please read them carefully. Some of the terms and conditions provided herein apply to you only dependent on whether you act as a publisher or as an advertiser; please pay attention to the respective explanation at the beginning of relevant sections. Additional terms or service conditions may apply and be shown separately. These additional terms become part of your agreement with Traff and all the policies made available to you therein must be followed. If you do not agree to all the terms and conditions of this contract, then you may not use any of Traff services.
The general terms and conditions of the partnership contained herein constitute the basis of the commercial relationship between Traff and (i) you as a natural person or (ii) you as a legal person (if the Contract is made by a natural person on behalf of a respective legal person) (hereinafter referred to as “you”) who is using Traff products and services.
Traff reserves the right, at its sole discretion, to change, modify, add or remove portions of any part of TRAFF GENERAL TERMS AND CONDITIONS, at any time. Traff will notify you about the changes to its general terms and conditions either by e-mail, your Traff Account (if any) or through Traff Website (including applicable third party terms and conditions to which references are made via e-mail, Traff Account or the Traff Website). Your continued use of the Traff services means that you accept and agree to the changes. As long as you accept and follow this contract, Traff grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use Traff services. Exceptions to these policies are permitted only with explicit authorization from Traff.
Advertiser: any natural or legal person with whom Traff has entered into contract for the provision of services for the purpose of implementing one or several Campaigns accessible on the Traff Platform.
Traff general terms and conditions: any standard terms imposed by Traff to regulate the commercial relationship between Traff and its Publishers and Advertisers.
Traff Platform: A technological solution offered by Traff allowing contact between Advertisers and Publishers using Traff services.
Traff Website: link associated sites linked to link and mobile device applications provided through Link
Advertiser Site: any website, mobile application or other product linked with an Advertiser participating in a Campaign, present on the Traff Platform, and to which an Internet user may be directed through the advertisement placed on the Publisher Site.
Artificial Traffic: clicks and transactions that result from a fault or whose origin is automatic operations not resulting from Internet user actions, or resulting from the intervention of elements including, but not limited to, bots, robots, requests emanating from electronic mail and chat rooms, script generators and links placed on sites unknown by the Publisher, Advertiser or Traff, and any other click of unclear origin.
Traff Account (from time to time also referred to as “account” or “your account”): Traff account/ access point used to access Wallets and other information.
Wallet: also referred to as account wallet, is a set of billing details and financial information associated with an account. The same account can be associated with an Advertiser and/ or Publisher wallet. Each wallet’s activity is displayed individually.
Blank Impressions: impressions not filled with an advertisement.
Ad Cloaking: an obfuscation technique used to alter or replace an advertisement campaign with unapproved content after the advertisement campaign has passed through the validation process. It is considered as fraudulent activity.
Ad Exchange: virtual marketplace that allows Advertising Space buyers (advertisers, agencies, etc.) and suppliers (publishers, networks, etc.) to buy and sell ad inventory in real-time.
Campaign: “Program” or “Marketing Operation” designating the operations set up by an Advertiser with the aim, notably, of increasing Traffic to the Advertiser Site, their sales and/or acquiring new customers, the details of which are available on the Traff Platform.
Contract: Traff general terms and conditions together with an insertion order and any other special terms agreed by the parties.
Commission: designates the remuneration due to the Publisher within the terms of this Contract.
Publisher: any natural or legal person who has entered into contract with Traff, in order to commercialize all or part of the Advertising Space on the Site(s) that they publish.
Advertising Space: any platform or other technical solution used to provide advertising, including but not limited to Publisher Site.
Publisher Site: any website, mobile application or other product containing an Advertising Space.
Advertisement Tag: a collection of lines of code inserted within the source code of the Publisher Site, and – in the majority of cases – placed where the advertisement will appear (for the simple formats). An Advertisement Tag instructs the Internet user’s browser to make a request to the ad server in order to display the advertisement object (a banner or otherwise). Several tags may be inserted in a page if it is to contain several Advertising Spaces. The Advertisement Tag also refers to SDKs (software development kits) inserted in mobile applications’ source codes.
Site: any website, mobile application or other digital content. It could refer to either Publisher or Advertiser Site or both, depending on the context.
Traffic: the collection of clicks and transactions made by a Publisher’s visitors on an Advertiser Site present on the Traff Platform.
Suspended Account: Traff Account temporarily disabled with no access to services, including without limitation any user content, data or other files contained in Traff Account. Access may be restored upon the fulfilment of conditions set by Traff.
Blocked Account: account permanently disabled on the grounds stipulated in the Contract.
3. SITE USAGE AGREEMENT
This site usage agreement applies to your use of the Traff Website as defined in these Traff general terms and conditions. The Traff Website is the property of Traff. It is accessible worldwide and is administrated and operated from Tallinn, Harjumaa, Estonia. Some services may be administered and operated also from various locations outside of the Estonian Republic.
3.1. PROPERTY OF CONTENT All site, product and services content (hereinafter “Content”) as text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Traff Website is owned, controlled or licensed by Traff, and is protected by trade dress, copyright and trademark laws, and various other intellectual property rights and unfair competition laws. NO PART AND NO CONTENT MAY BE COPIED, REPRODUCED, REPUBLISHED, POSTED, PUBLICLY DISPLAYED, ENCODED, TRANSLATED, TRANSMITTED OR DISTRIBUTED IN ANY WAY (INCLUDING “MIRRORING” AND SCREENSHOTS) TO ANY OTHER COMPUTER, SERVER, WEB SITE OR OTHER MEDIUM FOR PUBLICATION OR DISTRIBUTION OR FOR ANY COMMERCIAL ENTERPRISE, WITHOUT TRAFF EXPRESS PRIOR WRITTEN CONSENT. You may use information about Traff products and services purposely made available by Traff for downloading from the Traff Website, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents.
3.2. RESTRICTION You may not use any automatic device, program, algorithm or methodology such as “deep-link”, “page-scrape”, “robot”, “spider” or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Traff Website or any of its Content, or in any way reproduce or circumvent the navigational structure or presentation of the Traff Website or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Traff Website. Traff reserves the right to bar any such activity. You may not attempt to gain unauthorized access to any portion or feature of the Traff Website, or any other systems or networks connected to the Traff Website or to any Traff server, or to any of the services offered on or through the Traff Website, by hacking, password “mining” or any other illegitimate means. You may not probe, scan or test the vulnerability of the Traff Website or any network connected to the Traff Website, nor breach the security or authentication measures on the Traff Website or any network connected to the Traff Website. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Traff Website, or any other customer of Traff, including any Traff Account not owned by you, to its source, or exploit the Traff Website or any service or information made available or offered by or through the Traff Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Traff Website. You may not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Traff Website or Traff systems or networks, or any systems or networks connected to the Traff Website or to Traff. You may not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Traff Website or any transaction being conducted on the Traff Website, or with any other person’s use of the Traff Website. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Traff on or through the Traff Website or any service offered on or through the Traff Website. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity. You may not use the Traff Website or any Content for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity, which infringes the rights of Traff or others.
3.3. LINK TO OTHER SITES Traff Website and service activity may contain links to other independent third-party sites or applications. Such linked sites or applications are not under Traff control, and Traff is not responsible for and does not endorse the content of such sites or applications, including any information or materials contained on such sites or applications. You will need to make your own independent judgment regarding your interaction with these sites or applications.
3.4. INTELLECTUAL PROPERTY Subject to your compliance with this site usage agreement, Traff grants you a revocable, limited, non-exclusive, non-transferable and non-sublicensable license to access and use Traff services and products (including scripts, software, promo materials etc.). You may not copy, modify, distribute, sell, or lease any part of our services or included products, nor may you reverse engineer or attempt to extract the source code of that product, unless you have explicit written permission. You will not remove, obscure, or alter copyright notice, brand features, or other proprietary rights notices affixed to or contained within any Traff services, products, site, content and documentation.
3.5. VIOLATION OF THE AGREEMENT You agree that Traff may, in its sole discretion and without prior notice, terminate your access to the Traff Website and/or block your future access to the Traff Website if we determine that you have violated this site usage agreement or other agreements or guidelines which may be associated with your use of the Traff Website. You agree that Traff will not be liable to you or to any third party for termination of your access to the Traff Website as a result of any violation of this site usage agreement by you.
4. ACCOUNT USAGE AGREEMENT
(applies both to Publishers and Advertisers)
Services offered on or through Traff Website may require you to open an account. Any natural person with full active legal capacity or any legal person may apply for an Traff Account. To get service access as Publisher and/or Advertiser you need to register an account on the Traff Platform.
TRAFF RESERVES THE RIGHT TO ACCEPT OR REJECT YOUR ACCOUNT REGISTRATION REQUEST WITHOUT ADDITIONAL EXPLANATION. FURTHERMORE, TRAFF RESERVES THE RIGHT TO DEFINE THE SCOPE OF FEATURES, SERVICES AND TOOLS AVAILABLE FOR YOUR ACCOUNT. After submitting the registration form, you will receive an email notification with further instructions to confirm your request. Registering an account on the Traff Platform implies full and total acceptance of all Traff policies, terms and conditions. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential.
IN CASE OF ANY UNAUTHORIZED USE OF YOUR ACCOUNT, OR ANY OTHER BREACH OF SECURITY, YOU AGREE TO NOTIFY TRAFF IMMEDIATELY. Try not to reuse your Traff Account password on third-party services. You may not transfer your account to anyone without explicit written permission of Traff and you may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account. Traff cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. You will be held liable for losses due to someone else using your account or password as a result of your failing to keep your account information secure and confidential. To open an Traff Account and start using Traff services you must provide your real name(s) and full personal and/or company registration information including payment data, if required. All information you provide upon registration must be accurate and up-to-date. You may not provide any false information, or create an account for anyone other than yourself without respective authorization. The representative of a legal person making the Traff Account on behalf of the legal person must ensure that they have all the necessary rights and powers to do that..
The sole ownership of multiple accounts is prohibited. Traff reserves the right to add, to edit, remove or reclaim any account (including your submissions) with or without your request if deemed appropriate. All advertising services are provided through tools on Traff Website. You agree that in using the Traff services, your Campaign(s) will be created and managed by you. Upon sole discretion of Traff you may also be provided dedicated campaign management service whereby the Traff personnel assist the management of Campaign(s). For provision of the dedicated campaign management service a separate insertion order must be agreed to regulate provision of special Traff services. Traff may immediately block your account at any moment if you engage in fraudulent activity or there is any other reason to terminate your Contract without prior notice. In case Traff finds at its sole discretion that there is a threat that you are engaging in any suspicious activity (including in the event when there might be a violation issue with a Wallet), you have violated the Contract or it is necessary for security reasons, Traff may temporarily suspend your account until the cause for suspending your account has been eliminated; or if that cannot be eliminated or you refuse or fail to eliminate it, block your account. If your account has been suspended or blocked you are prohibited from using Traff services. For security reasons Traff may in addition block your access to the entire Traff Website. You agree that Traff will not be liable to you or to any third party for termination of your access to your Traff Account and/or the Traff Website as a result of any violation of the Contract by you. If your account has been previously suspended or blocked, or during the time your account has been temporarily blocked, for any of the above reasons, you may not create another account without express permission from Traff.
4.1. DORMANT ACCOUNT PROCESS In order to use Traff services you must keep your Traff Account Wallet active. If it is inactive for a period of 150 consecutive calendar days, it will be marked as dormant. Please be aware that dormant account process applies also to accounts that have been temporally blocked. Your activity will be controlled by the system based on your spending as Advertiser or earnings as Publisher. As soon as your account is flagged as dormant, you will get a respective notification by email. Dormant accounts are charged a monthly dormant account fee. If on the last day of the month your account is flagged dormant, a dormant account fee will be deducted from your Wallet balance on the first day of the following month. The monthly dormant account fee is 10% of your balance amount, but not less than 10 EUR or 10 USD (TEN EUROS OR TEN DOLLARS), depending on the type of the currency used (either EUR or USD account). If your balance has less than 10 EUR or 10 USD, the system will fully deduct the remaining amount. All deducted fees will be displayed in your wallet for your overview. If you re-start using Traff services during this process, your Wallet will be immediately marked as active. You understand and agree that all fees already deducted during the dormant account process will not be returned even if your Wallet status becomes active again. If your Wallet balance is 0 EUR or 0 USD, the system will automatically block your account. You will receive a notification informing you that your account is blocked because of: “Inactive account” status. After deactivation, you will have 90 calendar days to restore your account. To do so, you have to login to your account and follow the steps described there to restore your account. If your account is not reactivated within 90 calendar days it will be archived without option to restore it. If your account was archived due to dormant account process, you may create a brand new account. Your personal details will once again be available for submission (including site, email address, website URL, application URL).
PLEASE NOTE THAT IN CASE YOU ARE NO LONGER INTERESTED IN USING TRAFF SERVICES AND YOU WISH TO AVOID THE DORMANT ACCOUNT PROCESS, YOU MUST DULY TERMINATE YOUR CONTRACT WITH TRAFF IN ACCORDANCE WITH TRAFF GENERAL TERMS AND CONDITIONS.
(applies to all visitors of Traff Website, including our Publishers and Advertisers)
- Session data
- Browser information
- IP Address
- Operating system type
- Content preferences
- Website usage behavior and frequency
Traff may share the data which is collected using IP tracking, cookies and pixel tags to our customers only in the form of anonymous statistics so that it contains no personally identifiable information.
5.3. PIXEL TRACKING To ensure the correct delivery and effectiveness of our Advertisers’ advertising campaigns, our Advertisers undertake to place on their Sites pixel-tracking tags to measure usage statistics. Traff Advertisers can place pixel tags also on their partners’ websites (i.e. websites belonging not to Advertisers but third parties to where Traffic is directed through the Advertiser’s ads). These tags allow our software to measure non-personal behavioral patterns to indicate the effectiveness of the advertising. No personally identifiable information is collected during this process.
5.4. AUDIENCE PIXELS In order to ensure that Internet users are getting the best level of advertising, our Advertisers undertake to place also audience pixels to track the activity of Internet users and match ads to users. Audience pixels do not store any personally identifiable information. We use audience pixels to match advertisements that may be of interest to Internet users or to assist our Advertisers and Publishers to deliver advertisements and offers that may be of interest to users within a given segment. The activity information collected during this process is not used in any other way by Traff or its clients other than to serve advertisements.
5.5. OPTING OUT To avoid storing information in your browser, you can easily deny, or opt out of, cookies either by (a) Manually deleting them (follow the instructions contained in the “Help” section of your browser); (b) Choosing to permanently opt-out from seeing advertisements matching your interests. In order to opt-out, you must have cookies enabled. If you use a different computer, change web browsers or delete this cookie, you will need to repeat the process. If you wish to see ads tailored for you, please opt-in again.
5.6. YOUR RIGHTS If you do not wish to receive any more commercial notifications from Traff, you may opt-out of this by sending an email request to e-mail. In your email, please indicate which mode(s) of communication you would like to opt-out of (postal mail, email or telephone contact). You may request details of personal information which we hold about you in accordance with data protection laws. If you believe that any information we are holding on you is incorrect or incomplete, please write to or email us as soon as possible. In addition you have all other rights provided in applicable laws regulating data protection and electronic transmission of commercial notifications.
5.7. CONFIDENTIALITY AND SECURITY Traff adheres to the generally accepted industry standards to protect the information you submit to us. You agree and acknowledge that the Internet may be subject to breaches of security and that the submission of data over the Internet may not be secure. We strive to use acceptable means to protect any information you share with us, however we cannot guarantee its absolute security.
6. QUALITY AGREEMENT(applies both to Publishers and Advertisers) All Advertisers and Publishers are required to follow Traff quality agreement. YOU SHOULD BE FULLY RESPONSIBLE FOR KEEPING YOUR SITE ALWAYS ONLINE AND REACHABLE BY THE USERS FROM ALL OVER THE WORLD. IF YOUR SITE IS OFFLINE, TRAFF IS NOT RESPONSIBLE FOR YOUR LOSSES OR UNEXPECTED SPENDINGS. This quality agreement covers the most common forms of deceptive or manipulative behavior, but Traff may respond negatively also to other misleading practices not listed here. It is not safe to assume that just because a specific deceptive technique isn’t included, Traff approves of it.
6.1. PUBLISHER QUALITY GUIDELINE (applies to Publishers) In order to ensure a good experience for Internet users and Advertisers, you and other Publishers participating in the Traff program are required to follow this Publisher quality guideline. Publisher must submit a Publisher Site to get access to Traff services. By submitting the Publisher Site you allow Traff to use search and optimization bots to crawl your Sites without session IDs or arguments that track their path through the Site. You should always test your Site to make sure that it appears correctly in different browsers and monitor your Site’s performance and optimize load times. You must monitor your Site for hacking and remove hacked content as soon as it appears. Create a useful, information-rich Site with clearly and accurately described content. You are not allowed to create multiple pages, sub-domains, or domains with substantially duplicate content. Avoid “doorway” pages created just for search engines, or other “cookie cutter” approaches such as affiliate programs with little or no original content. You must provide unique and relevant content that gives Internet users a reason to visit your Site. Your Site should have a clear hierarchy and working text links. Every page should be reachable from at least one static text link. Create a site map to your users with links that point to the important parts of your Site. Do not deceive your users. Traff does not check or control the activity of your Site but you should know that your Site submission may be rejected or your account may be blocked at any moment without additional review if you engage in fraudulent or illegal activity. In case of any such suspicion Traff may suspend your account. YOU UNDERSTAND AND AGREE THAT TRAFF WILL NOT DISPLAY ANY ADVERTISING ON REJECTED PUBLISHER SITES OR SITES THAT ARE PENDING REVIEW. You declare and guarantee that your Site is not/does not contain: Fully or partly not working Site Site without content Pornography, adult or mature content Violent content Hate speech (including content that incites hatred or promotes violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, veteran status, or sexual orientation/gender identity), harassment, bullying, or similar content that advocates harm against an individual or group Excessive profanity Hacking/cracking content Illicit drugs and drug paraphernalia content Content that promotes, sells, or advertises products obtained from endangered or threatened species Sales of illegal alcohol Sales of illegal tobacco or tobacco-related products Sales of illegal prescription drugs Sales of illegal weapons or ammunition (e.g., firearms, firearm components, fighting knives, stun guns) Content regarding programs which compensate users for clicking ads or offers, performing searches, surfing websites or reading emails Any other content that is illegal, promotes illegal activity or infringes on the legal rights of others Sites part of the Traff network may not be loaded by any software that: Trigger pop-ups automatically Modify browser settings Redirect users to unwanted websites Otherwise interfere with normal site navigation After placing the Advertising tag on your Site, Traff will perform an initial check of your submission regarding technical quality, and determine if ads can be displayed on your Site according to the Traff advertisement placement policy. Your Site submission may be rejected if it does not meet these conditions. Please note that it is your responsibility to ensure that all of your Sites where the advertisements of Traff Advertisers are displayed, whether these Sites are registered under your Traff Account or not, met this Publisher quality guideline and Traff advertisement placement policy at all times. Traff has the right to check your compliance with these policies at any point during the time your Contract with Traff is valid. Failure to meet the conditions set forward may result in account suspension or termination.
6.2. ADVERTISER QUALITY GUIDELINE (applies to Advertisers) In order to ensure a good experience for Internet users and Publishers, you and other Advertisers participating in the Traff program are required to follow this Advertiser quality guideline. You undertake to ensure that you have all necessary permits and licenses for the display of the Campaign ads and the operation of Advertiser Sites and business activities in the selected countries. In addition you must ensure that the content of the ads and your Site are following all guidelines provided in Traff Contract. Traff may review your submission regarding quality before the campaign can be live. You declare and guarantee that your Campaign, including the Advertiser Site does not: Promote goods, services or activities which are prohibited and promoting activity itself is in accordance with all applicable laws of jurisdictions to which Advertiser Site and/or Campaign is concerned (e.g. laws regulating services and products with special regulations such as alcohol and tobacco) Contain malware, automatically downloaded content, malicious scripts or password phishing scams Contain material that infringes the rights of any third parties (including but not limited to copyright and other intellectual property rights and personal rights) or which promotes copyright piracy (e.g. unauthorized MP3s, roms, ‘warez’, emulators, or cracks, etc.) Contain adult content, pornographic, sexual or erotic material Contain gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm Promote any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.) Contain inappropriate newsgroup postings or unsolicited e-mail (spam) Contain fraudulent or misleading material, false representations or notifications Impersonate entity, company or organization of a third person, and mimic functionality or warnings from the operating system, software or other content of a third person Disclose personal or confidential information that is not publicly accessible, lacks required consent(s) or which disclosure is illegal due to other circumstances Promote any type of illegal substance or activity (i.e., how to build a bomb, hacking, ‘phreaking’, etc.) Contain illegal, false or deceptive investment advice and money-making opportunities Provide incentives of any nature to require or encourage users to click on advertisement banners (i.e., charity, sweepstakes, etc.) Direct to or be a site which is under construction or incomplete Direct to or be a site with extremely limited audiences or viewership Contain material which reasonable public consensus deems to be indecent, immoral or other ways inappropriate Make use of suspicious campaign settings (known fraudulent patterns) Contain links to other sites, applications or any other type of content presenting the characteristics detailed above You agree to inform Traff promptly of all significant changes to the look and/or content of your Campaign ads and Sites. It is your responsibility to ensure that your Campaign, including your Campaign ads and Advertiser Sites, met this Advertiser quality guideline at all times. Traff has the right to check your compliance with this policy at any point during the time your Contract with Traff is valid.
7. ADVERTISEMENT PLACEMENT POLICY(applies to Publishers) You are welcome to place the ads of Traff Advertisers on any Publisher Site in compliance with our policies. Multiple Advertising Spaces can help optimize your performance by leveraging Traff’s large inventory of ads. You can put different Traff advertisement formats per page. The best way to measure the effect of multiple Advertising Spaces is to examine the impact on your overall earnings. Make sure that the Advertising Space with the best location on the page is the Advertising Space that appears first in your HTML code. This will help ensure that your prime Advertising Space is occupied by the ads that will generate the most revenue for you. During Traff’ initial check period of your Site submission the Advertising Space might display a blank space (no content). Any content will be displayed on the Advertising Space after the submission is approved. Altering or manipulating the behaviour, targeting, appearance or delivery of ads without explicit approval from Traff is generally prohibited and may result in punitive actions that include but are not limited to discarding the impressions impacted and/or blocking the account.
7.1. MISLEADING CONTENT It is important that visitors of your Site are not misled in any way and are able to easily distinguish content from ads. This policy prohibits placing ads under misleading headings or titles. Because ads in such a position might be mistaken for links or listings instead of advertisements, such an implementation is considered unacceptable. Monitor your Site and its layout carefully to ensure this does not happen. It is important not to encourage Internet users directly or indirectly to click Traff Advertisers’ ads. To avoid this issue, you are required to use only “sponsored links” or “advertisements” to label any ads.
7.2. SITES WITH POP-UPs Note that if pop-ups are displayed on a website, they may not interfere with the site navigation, change user preferences, initiate downloads, or distribute viruses. IT IS YOUR RESPONSIBILITY TO ENSURE THAT NO AD NETWORK OR AFFILIATE OR ANY OTHER USER USES SUCH METHODS TO DIRECT TRAFFIC TO PAGES THAT CONTAIN YOUR TRAFF ADVERTISEMENT TAG.
7.3. E-MAIL PROMOTION To ensure the effectiveness of Traff Advertisers’ ads for both our Publishers and Advertisers, Traff do not generally permit to use Campaigns ads and Traff Advertisement Tags for email promotion or newsletters. However, as an exception and provided that it is allowed under the rules of the respective Campaign, you may distribute certain affiliation based Campaigns also through email. As the Campaign rules may change at any time, you agree to check Campaign rules both before and within the use period.
7.4. COMMON ADVERTISEMENT PLACEMENT You are welcome to display Traff Advertisers’ ads on the same Site as other third party advertisements provided that the formatting or colors of the third party ads is different enough from that of the Traff ads. In other words, if you choose to place non-Traff ads on the same Site as Traff ads, it should always be clear to the Internet user that these ads are served by different advertising networks and that the non-Traff ads have no association with Traff. Please also be aware that competitor ads are considered to be part of your Site content and must follow our quality agreement and advertisement placement policy.
7.5. NOT SUBMITTED SITES AND APPLICATIONS You will be credited for all earning that are made through your Advertisement Tag. If you wish to use Traff Advertisers’ ads on a Site not associated with your Traff Account, you will have to make sure that this unregistered Site is in compliance with our quality agreement and advertisement placement policy. If not owned by you, you need to get permission from the owner of the Site to display ads on their site or application. You may place your Advertisement Tag along with the other Publisher’s Advertisement Tag on the same page. In addition, be aware that every Publisher is responsible for the content on which their Advertisement Tag is placed. You agree that you are responsible for monitoring each Site, whether registered under your Traff Account or not, where your Traff Advertisement Tags appear. If a Publisher Site is found in violation of Contract, we may take actions against any Publisher(s) whose Advertisement Tag is used. You agree that we might ask you to remove the Traff Advertisement Tag from unregistered Sites partly or fully for whatever reasons. Please note that when you use Advertisement Tags on the same Site as other Publishers, you will still only be credited for these earnings that were made through the Advertisement Tag belonging to your own Traff Account. In other words, if the Site includes Advertisement Tags from different Publishers, each of them will be credited independently.
7.6. HOSTED WEBSITES You are welcome to place Traff Advertisement Tags on any Site, which comply with Contract, including hosted websites. However, please be aware that in order to use Traff services, you’ll need to have access to your Site’s HTML source code. Also, it is your responsibility to check with your host and determine if using Traff services is a violation of their terms of service.
7.7. PROTECTED ACCESS You are welcome to place Traff Advertisers’ ads on password-protected pages as long as those pages comply with Contract. When submitting application Site, please make sure to provide Traff with a non-password-protected page for review. If your pages require a login and irrelevant ads are appearing, we may ask you to provide us a demo account to access protected pages.
7.8. EXTERNAL PLUGINS Traff might develop plugins to connect with third party services and applications (eg. WordPress, Wix, etc.). These plugins will allow you to place advertisements on the sites managed by these third party services. Please note that the use of Traff services through the plugins is governed by Contract.
7.9. MOBILE SDK You may use the Traff mobile SDK (software development kits) only for the purposes set forth in this contract. Should you use the SDK to develop applications for the use of the general public, you agree to protect the privacy and rights of these users. You agree and acknowledge that you are solely responsible for any content or resources that you create, transmit or display through the application. In order to use the Traff mobile SDK, you must have an active Traff Account.
7.10. AD EXCHANGE You are welcome to place Advertisement Tags on third-party platforms including RTB Ad exchanges and media networks, which comply with the Contract. Your use of any Ad Exchange is based on your sole discretion and responsibility. Traff is not liable for your activity and results of your activity (including any loss or violation) in any Ad Exchange.
7.11. VIDEO PLAYERS You are welcome to place Advertisement Tags on video players on a site or application not associated with your Traff Account. Such activity must be in compliance with the quality agreement as stipulated in these terms and conditions, the advertisement placement policy and other conditions of the Contract. If not owned by you, you must obtain permission from the owner of the site to display ads on their site or application. You must monitor each site where your Advertisement Tags appear to ensure compliance with the Contract. If according to the reasonable opinion of Traff a site or application used by you is not in compliance with the conditions of the Contract, you must remove the Advertisement Tag from relevant site or application partly or fully.
7.12. BANNER REDIRECTS Using Traff Advertisement Tags inside the banner tags of other networks, ad servers or any other ad exchange system is strictly forbidden.
7.13. PLACEMENT THROUGH IFRAME Placing Traff Advertisement Tags in iframes to manipulate the standard behaviour, targeting or delivery of ads is strictly prohibited.
8. ANTI-FRAUD POLICY(applies both to Publishers and Advertisers) Fraud is a subset of invalid actions that are generated with malicious or fraudulent intent in other words, actions that are intended to drive up Advertisers’ cost or Publishers’ revenue artificially. Sources for these actions include, but are not limited to: Clicking or bringing unnecessary or unnatural attention on the Campaign ads Users or family members clicking to support the Site Using one or several maneuvers that require or oblige an Internet user to click a Campaign ad in order to access any element of the Site or confirm participation Using one or several maneuvers that encourage Internet users to click on a banner Excessive page refreshes, generated either manually or automatically Third-party programs with user incentives, such as paid-to-surf or auto-surf programs Using one or several maneuvers that give rise to Commission. Such as double clicks, using fake e-mail address, self-registration, duplicated registration, etc. Using automated clicking tools, online robots, or other deceptive software that are programmed to interact with advertisement Beside artificial activity you must avoid the following techniques:
- Automatically generated content
- Participating in link schemes
- Sneaky redirects
- Hidden text or links
- Doorway pages
- Scraped content
- Creating pages with malicious behavior, such as phishing or installing viruses, trojans, or other bad ware
- Sending automated queries to Traff
- Engaging in unlawful multi-level marketing
- Disable, overload, or impair the proper working or appearance of Traff
- Make any modifications to the Traff Advertisement Tags
- Intentional deception involving financial transactions
- Hide fully or partially loaded advertisement content under one or multiple layers (any type of layers)
- Using an frame to serve Traff ads
Please note that clicking your own Traff ads or Traff Advertisers’ ads that are displayed on your Publisher Site and generating conversions for any reason is totally prohibited. Clicks on Traff ads or done conversion must result from genuine user interest. Any method that artificially tries to generate clicks or conversions on Traff ads is strictly prohibited.
8.1. INCENTIVE You may not ask others to click on Traff Advertisement Tags or use deceptive implementation methods to obtain interaction with the Advertisement Tag. This includes, but is not limited to, offering compensation to Internet users for viewing Campaign ads or performing searches, promising to raise money for third parties for such behavior or placing images next to individual ads. In order to ensure a good experience for Internet users you may not: Compensate users for viewing Campaign ads, or promise compensation to a third party for such behavior Encourage Internet users to click Traff ads Direct user attention to the Campaign ads using arrows or other graphical gimmicks Place misleading images alongside individual ads Place Campaign ads in a floating box script
8.2. I-FRAME USAGE When a website displays someone else’s website within a frame or window, this is considered framing content. Placing Traff ads on such pages is strictly prohibited.
8.3. CONTENT PROTECTED BY INTELLECTUAL PROPERTY RIGHTS As a Publisher you declare and guarantee that you do not display Traff ads on Sites with content protected by copyright law unless you have the necessary legal rights to display that content. This includes Sites that display copyrighted material, Sites hosting copyrighted files, or Sites that provide links driving Traffic to sites that contain copyrighted material. As a Publisher you declare and guarantee that you do not display Traff ads on Publisher Sites that offer for sale or promote the sale of counterfeit goods. Goods may be defined as counterfeit good for instance when they contain a trademark or logo that is identical to or substantially indistinguishable from the trademark of another. They mimic the brand features of the product in an attempt to pass themselves off as a genuine product of the brand owner. Please see TRAFF ANTI-COUNTERFEITING & ANTI-PIRACY POLICY for more information.
8.4. FINANCE FRAUD You may not use a payment method that is invalid (including but not limited to using inaccurate information) or unauthorized (including but not limited to using a method without appropriate license/permit). When using a payment method belonging to a third party, you must have the owner’s express written permission. At any moment, Traff may require you to submit additional documentation proof such as bank statements, third party authorization, utility bills, etc. in order to verify your identity and right to use a given payment method. If your payment activity is deemed suspicious, Traff has the right to suspend your account until an investigation is concluded. You must compensate to Traff any loss incurred to Traff with your fraudulent or other illegal activity. For compensation Traff may use any of your funds accessible to Traff by making settlements and deductions.
9. ANTI-COUNTERFEITING & ANTI-PIRACY POLICY(applies both to Publishers and Advertisers and also to any third person) Special terms used in this policy: Content: Any form of material or information, whether digital or otherwise provided by an Advertiser to the Traff Platform and any content displayed on Publisher’s website Service: Distribution of Content through the Traff Platform Traff does not have any control on the content of Publisher’s site(s) and for this reason, Traff cannot bear any responsibility regarding breaching of any third party’s Intellectual property rights.
9.1. COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS When providing Content to the Traff Platform or acting as a Publisher in accordance with the Contract and as modified from time to time, you declare and guarantee that you obey the law and to respect the intellectual property rights of others. Your use of the Service, providing Content and acting as a Publisher is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You declare and guarantee that you do not upload, download, display, perform, transmit, or otherwise distribute any Content in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You declare and guarantee that you abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your Traff Account. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.
9.2. INAPPROPRIATE CONTENT You declare and guarantee that you do not make the following types of Content available. You declare that you do not upload, download, display, perform, transmit, or otherwise distribute any Content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; (c) advertises or otherwise solicits funds or is a solicitation for goods or services. Traff reserves the right to terminate your receipt, transmission, or other distribution of any such material using the Service. Traff may cooperate fully with any law enforcement officials or agencies in the investigation of any violation of the terms and conditions of this anti-counterfeiting & anti-piracy or of any applicable laws.
9.3. COPYRIGHT INFRINGEMENT – NOTIFICATION Traff does not have any control on the content of Publisher’s Site and for this reason, Traff cannot bear any responsibility regarding breaching of any third party’s Intellectual property rights. However, in the event that the Content is located in or accessible in the United States, (“U.S. Content”), Traff has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on Traff Website or with the Service. In connection with U.S. Content Traff has adopted a policy that provides for the possibility of immediate suspension and/or termination of your account or your access to Traff Website or Service user who is found to have infringed on the rights of Traff or of a third party, or otherwise violated any intellectual property laws or regulations. Traff may especially have the right to terminate any account involving repeated infringements. In situations defined above, Traff reserves the right to investigate credible allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated, you may provide Traff with all of the following information: (a) A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed and information reasonably sufficient to permit Traff to contact the rights holder; (b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) Identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Traff to locate the material, and the identity location and contact information of the allegedly infringer website, such as the specific URLs and time-and-date-stamped screenshot of the page; (d) Information reasonably sufficient to permit Traff to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Traff’s designated agent.
9.4. ALLEGED VIOLATIONS – TERMINATION In the event that it is determined by Traff, in its sole discretion, that a Publisher or Advertiser has engaged in repeat violations of its policy, in addition to any other remedies which might be available, Traff shall have the right, but not the obligation (except in the case of a request from legal authority) to terminate the Service of the offending Publisher or Advertiser without notice. Irrespective of the foregoing, Traff reserves the right to terminate your use of the Service and/or the Traff Website. To ensure that Traff provides a high quality experience for you and for other users of the Traff Website and the Service, you agree that Traff or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Traff Website or the Service. Traff does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Traff reserves the right to terminate your account or your access to the Traff Website immediately, with or without notice to you, and without liability to you, if you have violated any of the terms and conditions of this anti-counterfeiting & anti-piracy policy, furnished Traff with false or misleading information, or interfered with use of the Traff Platform or the Service by others.
9.5. NOTIFICATION PROCEDURES In connection with U.S. Content, Traff may accept and process valid, reasonable, and sufficiently detailed notices from rights holders or their designated agents regarding Sites in the Traff network alleged to be principally dedicated to selling counterfeit goods or engaging in copyright piracy and to have no substantial non-infringing uses. To enable Traff to respond most effectively, such notices should provide information outlined above. Traff publicly posts the contact information for its designated agent for receiving such notices from rights holders or their designated agents which is as set forth above. In situations defined above, upon receipt of a valid notice, Traff shall have the right, but not the obligation (except in the case of a request from legal authority) to perform an appropriate investigation into the complaint, including a determination of whether the Site has a direct contractual relationship with Traff. Traff may take steps including but not limited to requesting that the Site no longer sell counterfeit goods or engage in copyright piracy, ceasing to place Traff advertisements on that Site (or pages within that Site) until it is verified that the Site (or pages within the Site) is no longer selling counterfeit goods or engaging in copyright piracy, or removing the Site from the Traff; Upon receipt of a valid notice, Traff may consider any credible evidence provided by the accused Site that it is not principally dedicated to selling counterfeit goods or engaging in copyright piracy or has substantial non-infringing uses. Such credible evidence may take the form of a counter-notice containing the elements set forth in applicable law. In addition, Traff may also consider any response by the rights holder to credible evidence provided by the accused Site in defense of its conduct.
9.6. OBJECTIVES The policies and procedures of Traff are independently designed to achieve reasonable mechanisms to help prevent the participation of Sites that are principally dedicated to selling counterfeit goods or engaging in copyright piracy and have no substantial non-infringing uses in Traff’s advertising programs based on the unique aspects and experience of Traff. This statement is not intended to impose a duty on Traff to monitor its network to identify such Sites. Similarly, it is understood that the voluntary best practices reflected in this statement should not, and cannot, be used in any way as the basis for any legal liability or the loss of any applicable immunity or “safe harbor” from such liability.
10. PUBLISHER AGREEMENT
(applies to Publishers)
The terms and conditions contained in this Publisher agreement together with any other Traff general terms and conditions applicable to Traff Publishers constitute the basis of the commercial relationship between Traff and you as the Publisher, in order to commercialize all or part of your Advertising Space by displaying one or several Campaigns of Traff Advertisers. The conditions of the Contract between you and Traff prevail over all others, in particular those of yours unless specifically agreed in writing by Traff. In any case, the sole fact that Traff does not apply one of the conditions contained herein or does not impose it at a specific moment during its dealings with you may not be construed as a tacit renunciation of the conditions stipulated herein.
10.1. ADMISSION CONDITIONS You can become an Traff Publisher if you are a natural person with full active legal capacity or you are a legal person and you comply with the Contract. In order to become a Publisher on the Traff Platform, you must first apply for an Traff Account either via Traff Website or by directly contacting Traff and submit your Site(s) for acceptance by Traff. To submit your Site you must follow the guidelines provided in the Contract. By registering your account you confirm your understanding and unreserved acceptance of the Contract.
10.2. OBLIGATIONS You agree to display the Campaign advertisements according to Traff advertisement placement agreement and ensure that your Site(s) follow the Traff quality agreement. In addition, you agree not to place Campaign advertisements on a page that contains only or principally advertising messages. Your account identifies one or several unique Sites. If you wish to display Campaign ads on several Sites (different names) you should register all of them in order to have a correct overview of your incomes. You may add, edit and remove any Site from your account at any time. Please be aware, that if you place an Advertisement Tag on a Site not previously registered and validated, you must ensure that such Site is in compliance with Traff quality agreement and advertisement placement policy. You acknowledge and agree that Traff has the right to request you to stop displaying Campaign ads on all or some of your Site(s), irrespective whether that particular Site has been previously registered and validated or not. Should you refuse to comply with Traff’s request, we have the right to immediately terminate your Contract with Traff. You agree that installation of the Advertisement Tags required to display the Campaigns advertisements on your Site is fully under your responsibility. You may remove the Advertisement Tags from your Site at any moment without notifying Traff. You may also take part in the program(s) of other advertising networks without being obliged to give prior notice to Traff. You agree to inform Traff promptly of all significant changes to the look and/or content of your Site. Simply changing the title of the Site as noted in the application form, or changing its hosting site, its size, its objective or its rate of update will in no case incur the automatic termination of your contractual relations with Traff. These relations will continue unchanged, and the Campaign advertisements will be inserted in the modified site or application, unless Traff decides differently, notably with regard to one or more of the non-exhaustive criteria listed in the quality agreement and the requirements of advertisement placement policy. In any event, you acknowledge yourself to be completely independent from Traff. Consequently, you state and guarantee to Traff that you have proceeded with, or will proceed with, at your own cost and as your sole responsibility, all the required administrative obligations (e.g. obligations related with social security, taxes and any other applied obligations) concerning the activities you perform via Traff. Furthermore, you agree to conform to all laws and regulations, decrees, orders and standard practice concerning the exercise of your activity or activities, whatever you may be, and to make sure personally that you have obtained all the relative authorizations, administrative or otherwise, required for this. You, as head of publication for your Site, carry the sole responsibility for its editorial content.
10.3. FRAUDULENT ACTIVITY As a Publisher you must follow our anti-fraud and anti-counterfeiting & anti-piracy policies and other similar requirements provided in the Contract. Either direct or indirect, real or potential, the generation of Artificial Traffic by an Advertisement Tag that belongs to your account will entail the immediate termination of your Contract and your automatic exclusion from Traff services without prior notice, your immediate disconnection from Traff Platform, and the immediate, justified deletion of your account with no liability for compensation due from Traff. You must compensate to Traff any loss incurred to Traff with your fraudulent or other illegal activity. For compensation Traff may use any of your funds accessible to Traff by making settlements and deductions. In addition, Traff reserves the right to bring any necessary civil or criminal action against you and to demand, if it so decides, reimbursement of all or part of the amounts unduly paid to you as well as, if it so decides, damages and compensation.
10.4. STATISTICAL DATA All statistics in your account are provided for informative purposes only. Your account statistics are available for the last 6-month period only. For getting statistics for more than 6-month range, you should do written request to Traff. Unless there any technical issues, the statistics on your account are updated live. However, you agree that provided statistics are subject to validation by Traff, and are subject to change without prior notice. Traff might provide information about statistical data via different digital channels (Traff Website, API, Email report and etc.)Statistical data is provided only to give you a detailed overview of your daily earnings. Statistical data might be changed time to time and there could be data discrepancy between different digital channels. All payments and your balance data are based on wallet statement that includes all earnings, bonuses, fees, manual adjustments and any other balance movements.
10.5. NOTIFICATIONS You have can request an email notification about any changes and updates in Campaign program(s), as well as changes related with your Traff Account; however, you agree that Traff is not responsible for un-received notification due to technical reasons including receiving emails to the spam folder. If using notification products like (but not limited to) lead-tracking and postback stop notification, you understand that technical problem(s) may occur while delivering this notification.
10.6. INTELLECTUAL PROPERTY Using Traff services does not give you ownership of any intellectual property rights in Traff services or the content you access. The fact that you display on your Site the visuals and brand of an Advertiser gives you no intellectual property rights over the elements that constitute the brand or the products and services of the Advertiser.
11. ADVERTISER AGREEMENT
(applies to Advertisers) The terms and conditions contained in this Advertiser agreement together with any other Traff general terms and conditions, insertion orders and other written agreements applicable to Traff Advertisers constitute the basis of the commercial relationship between Traff and you as the Advertiser, in order to implement one or several Campaigns through the Advertising Space of the Publishers with whom Traff has entered into contract for the purpose of commercializing all or part of the their Advertising Space. The conditions of the Contract between you and Traff prevail over all others, in particular those of yours unless specifically agreed in writing by Traff. In any case, the sole fact that Traff does not apply one of the conditions contained herein or does not impose it at a specific moment during its dealings with the Advertiser may not be construed as a tacit renunciation of the conditions stipulated herein.
11.1. ADVERTISER ADMISSION CONDITIONS You can become an Traff Advertiser if you are a natural person with full active legal capacity or you are a legal person and you comply with the Contract. In order to become an Advertiser on the Traff Platform, you must first apply for an Traff Account via Traff Website following Traff Account usage agreement. . By registering your account or requesting any service from Traff (eg. signing an insertion order) you confirm your understanding and unreserved acceptance of the Contract.
11.2. CAMPAIGNS Traff reserves the right to add, edit, or remove any Campaign settings or characteristics. Traff provides different channels for the display of Campaigns: web, mobile web, in-app and any other new model recognized in the industry. You may choose to operate your Campaigns through some or all of these channels. Each payout type might have minimum prices per format, country, content and campaign targeting setting. Traff may update minimum prices at any given time. Traff may unilaterally amend the list of advertisement formats with any new models generally used in the industry.
11.3. TRACKING When using Traff services for campaigns with CPA and/or CPL pricing models, you must agree on a tracking system which would enable Traff to track the agreed actions. You must ensure that the tracking system works correctly and that Traff is notified of every agreed action. You must bear and indemnify Traff against any costs or damages associated with the loss of tracking due to circumstances attributable to you.
11.4. OBLIGATIONS YOU UNDERTAKE TO ENSURE THAT YOUR SERVERS SUPPORT THE TRAFFIC DIRECTED TO YOUR CAMPAIGN THROUGH THE ADVERTISEMENT TRAFF IS SERVING. You acknowledge that Traff takes in no way responsibility for the consequences in case your servers cannot support the Traffic directed to your Site through the Campaign ads Traff is serving. However, if such kind of failure happens, you may send to Traff an emergency e-mail to e-mail firstname.lastname@example.org. Upon the receipt of such emergency e-mail Traff shall make its best reasonable efforts to resolve the emergency, inter alia Traff has the right to suspend your Campaign. You undertake to ensure that you have all necessary rights, permits and licenses for the display of the Campaign ads and the operation of your Sites and business activities in the selected countries. If you breach this obligation, Traff will be allowed to terminate the Contract with you prematurely without prior notice, without prejudice to the damages that Traff may demand from you. In addition you must ensure that the content of your ads and your Site follow all guidelines provided the Contract, including in the quality agreement. Any Campaign is published under the responsibility of the Advertiser. The Advertiser declares and guarantees that any Campaign is in accordance with the laws and regulations in force, especially internet and advertising laws and does not infringe any third party’s intellectual property rights or privacy. Traff reserves the right to refuse to publish or to delete any Campaign which does not comply with laws and regulations in force. In this case no indemnity shall be claimed by the Advertiser to Traff. YOU ACKNOWLEDGE AND AGREE THAT TRAFF MAY REJECT ANY OF YOUR CAMPAIGNS AT ANY TIME FOR WHATEVER REASONS. TRAFF CANNOT BEAR ANY RESPONSIBILITY IN CASE OF ILLEGAL CAMPAIGN(S).
11.5. INTELLECTUAL PROPERTY Using Traff services does not give you ownership of any intellectual property rights in Traff services or the content you access. All intellectual property rights, both economic and moral, in works and other objects created by Traff upon the request of the Advertiser which are subject to the protection of copyright or other intellectual property rights (e.g. in case Traff designs an ad for the Advertiser’s Campaign), belong solely to Traff and the respective objects of IPR may only be used on Traff Platform, unless otherwise agreed by the parties. The Advertiser declares and guarantees that he has all necessary permits and licenses for the display of the Campaign ads and expressly authorizes Traff and the Publisher to use/reproduce of the Campaign in result of this Agreement signed with Traff.
12. FINANCIAL AGREEMENT
(applies both to Publishers and Advertisers) This financial agreement fully regulates all financial processes and operations that might be applied by Traff. By using the Traff Platform to pay for delivered service as Advertiser, or to commercialize your advertisement space as Publisher, you agree that we may communicate with you electronically any finance information related to your account. We may also provide notices to you by posting them in your account on Traff Website, or by sending them to an email address or street address that you have previously provided to us. Website and email notices shall be considered received by you within 24 hours of the time posted or sent. Publisher and Advertiser finance services are regulated by separate agreements. Funds on Advertiser or Publisher balance cannot be moved between Wallets. Publisher’s earnings cannot be used for paying Advertiser services and Advertiser’s funds cannot be used to withdraw Publisher’s earnings.
12.1. ADVERTISER SERVICE AGREEMENT (applies to Advertisers) Upon registration you must choose in which available currency you wish to make your payments. Payments for one Campaign can be made in one currency only. Campaign budget may be fixed or unlimited. You must pay for Traff services based on the invoices submitted by Traff. Unless agreed differently, you must load funds to your Wallet balance in advance. The funds from your balance may be spent on any Campaign added to your respective Traff Wallet. You may set overall and daily limitations on your Campaign spending. If your account balance becomes zero, all your Campaigns related with your respective Traff Wallet shall be immediately paused. PLEASE BE AWARE THAT THE LIMITATIONS ON YOUR CAMPAIGN SPENDINGS ARE NOT LEGALLY BINDING AND TRAFF BEARS NO RESPONSIBILITY FOR THE EXCESS THEREOF. The price for the services provided by Traff is calculated based on the pricing model of the Campaign type chosen by you and statistics gathered by Traff Platform, unless agreed differently. Amount of daily campaign spendings will be deducted from your balance on daily basis automatically. All invoices generated by Traff shall be under automatic approval and must be paid in full by you. You agree that you are entitled to a refund for delivered services only in cases explicitly set forth in the Contract. When you make a purchase through Traff payment gateways, you agree to provide a valid funding account to proceed with payment. When you have successfully completed this funding transaction, we will then transfer that value to your Wallet balance and create an invoice. Pay attention to the details of the transaction, because your total price may include taxes and fees, all of which you are responsible for funding. Upon payment we may charge you with a processing fee or any other fee applicable by third party payment service provider. You are responsible for maintaining the security of your Traff Account, and you understand that you will be charged for any orders placed on or through your account. If you are making direct debit payments, you agree that we can charge you any amount that falls within the range you agreed to upon signup. We will notify you in advance if any charge will exceed the agreed-upon range.
12.2. ADVERTISER REFUNDS (applies to Advertisers) You are entitled to request for a refund in the following cases: First, if there has been an incorrect payment transaction. Second, if you have made a prepayment and you prove that the actions forming the basis of the pricing model of your Campaign are based on a Publisher’s fraudulent activities (i.e. the artificial increase of actions). In order to detect and prove Publishers’ fraudulent activities you undertake to send to Traff a weekly detailed report of sources/websites you consider to be fraudulent. In case the Publisher’s fraudulent activities cannot be clearly identified based on your report, Traff is entitled to request additional proof from you. If you fail to submit a weekly report or additional proof regarding the Publishers’ fraudulent activities, Traff may refuse to give a refund and adjust your balance accordingly. In case you are using post-payment method and you are able to prove Publishers’ fraudulent activities pursuant to this clause, Traff will not invoice you for the agreed actions based on Publisher’s fraudulent activities. Third, if at the end of the validity of the Contract it appears that you have spent for Traff services less than you have prepaid. In such a case you are entitled to ask for a refund within 30 days after the termination of the Contract, provided that the amount of your unused balance is at least 50 EUR or 50 USD, depending on the type of the currency used. Before refunding, Traff will have to finalize all not invoiced spending and make necessary adjustments where needed. After finalizing all current statistics, your unused balance will be refunded to you at your request, minus an administrative fee of 25% to cover Traff’s costs and fees related with the management of giving a refund, within 30 working days. YOUR REFUND WILL BE CREDITED BACK TO THE SAME PAYMENT METHOD AND SAME PAYMENT ACCOUNT THAT YOU USED TO MAKE YOUR LAST PAYMENT. You may be required to provide additional information or documentation in order for Traff to confirm your identity, before any refund request is processed. PLEASE BE AWARE THAT IF YOUR CONTRACT WITH TRAFF IS TERMINATED DUE TO THE VIOLATION OF CONTRACT BY YOU (E.G. DUE TO YOUR FRAUDULENT ACTIVITY), TRAFF IS ENTITLED TO A CONTRACTUAL PENALTY IN THE AMOUNT OF YOUR UNUSED BALANCE AND THEREFORE, TRAFF MAY REFUSE TO GIVE YOU A REFUND BY WAY OF SET-OFF OF THE CLAIMS.
12.3. PUBLISHER SERVICE AGREEMENT (applies to Publishers) As a Publisher you will receive from Traff Commission for your participation in the promotion of Advertisers’ Campaigns. Your Commission amount is calculated based on data collected by Traff. You acknowledge the trustworthiness of this data, which will prevail in the event of a dispute, with regard to the measurement of all elements (impressions, pages viewed, unique visitors, commissions, etc.) of any type. All statistic data access and rules are regulated by the Publisher agreement that is part of Traff general terms and conditions. Commission amounts and the way they are calculated will depend on the prices and calculation methods applied to Advertisers. Therefore, for certain Campaigns (in particular lead campaigns), the data giving rise to your Commission may first require validation by the Advertiser. If there is a disagreement between the data of Traff and that of the Advertiser, we will attempt to settle the disagreement with the Advertiser in order to communicate the final, agreed figures to you promptly. Your daily earnings that you have earned based on the statistical data shall be added to your wallet statement on the following day. Your final balance will be based on wallet statement records. You fully understand and accept the fact that all payments to you will be based on your balance that is available from wallet statement page. Traff has the right to provide you any bonuses with or without reason. You agree that you are not able to request bonuses from Traff, unless it is dictated by another promo campaign; bonus program is based on Traff will only. If at the end of the validity of the Contract it appears that you have on your balance un-invoiced earnings, you may request for the payment thereof within 30 days after the termination of the Contract, provided that the amount of your un-invoiced earnings meet the payment threshold. HOWEVER, PLEASE BE AWARE THAT IF YOUR CONTRACT WITH TRAFF IS TERMINATED DUE TO THE VIOLATION OF CONTRACT BY YOU (FOR EXAMPLE DUE TO YOUR FRAUDULENT ACTIVITY), TRAFF IS ENTITLED TO A CONTRACTUAL PENALTY IN THE AMOUNT OF YOUR UN-INVOICED EARNINGS AND THEREFORE, TRAFF MAY REFUSE TO PAY FOR YOUR UN-INVOICED EARNINGS BY WAY OF SET-OFF OF THE CLAIMS. Traff minimum payment threshold for Publishers is 100 EUR or 100 USD (ONE HUNDRED EUROS OR ONE HUNDRED US DOLLARS), depending on the type of the currency used (either EUR or USD account), before tax each month. Daily balance reports can be found on the wallet statement page. If your account reaches the payment threshold, a payment request form will be opened between the 1st till the 10th day of the following month, where you will be able to select a payment method, specify your payment data and request payment. For convenience you might activate auto-billing tool that is going to generate payment request automatically. In order to use auto-billing tool, you need to provide payment details and verify them through email first. In case auto-billing will fail to generate payment request, you can request it manually through payment request form during mentioned period. Invoice request must be sent in accordance with current regulations, notably regarding whether you are subject to VAT or not. The Traff Platform will automatically create an invoice based on the information you supplied on your request form and account data. When you request your payment, Traff will have up to 30 calendar days starting from the end of payment request session (i.e. from the 10th day of the following month) to validate your request and proceed with the payment for validated invoices. Each invoice is validated by Traff only after your earnings have been checked for any fraudulent activity. In case your payment cannot be processed for reasons stipulated in the Contract, your earnings will be fully returned to your balance without applied fees. If your invoice is refused due to fraud, we have the right to apply all sanctions stipulated in the Contract. If you decide to cancel your payment request before the payment, your earnings will be fully returned to your balance without applied fees. All of your paid invoices will be available to download in PDF format from your account. Unless expressly authorized in writing by Traff, you may not require Traff to transfer your Commission or any other payment you are entitled to under the Contract to a third person. Exceptionally, and for an additional fee, Traff may provide express payment services in order to speed up payment processing time. Specific terms will be determined on a case-by-case basis.
12.4. LIABILITY (applies both to Publishers and Advertisers) As an Advertiser you are aware that your payment obligations are deemed to have been performed when the account of Traff is credited with the amount due. If you delay your payment to Traff under the Contract, you will be charged a penalty interest of 0.1% of the overdue amount for every delayed day. In addition you are obliged to indemnify Traff any damages caused by the delay and reimburse the costs of collecting the debt (including the costs of legal assistance, costs of submitting an extra-judicial claim and court expenses. As a Publisher you must ensure your capability to receive payments from Traff. If the receipt of Commission or any other payment from Traff fails or is delayed due to your failure to comply with this obligation (including if the failure or delay is caused by a third party payment service provider you are using), Traff shall not be liable for such failure or delay. However, Traff will cooperate with you in the investigation of the failure or delay of receiving the payment. If you believe that an unauthorized or otherwise problematic transaction has taken place under your account, you agree to notify us immediately, so that we may take action to prevent financial loss. Unless you submit the claim to us within 30 days after the charge, you will have waived, to the fullest extent permitted by law, all claims against us arising out of or otherwise related to the transaction. If you experience a technical failure or interruption of service that causes your funding transaction to fail, you may request that your transaction be completed at a later time. If a payment is aborted by a third-party payment provider and is returned to the Traff Account, Traff commits to return those funds to your balance. You agree that transaction fees could be applied to refunded payment(s), so Traff reserve the right to deduct all transaction fees from your balance.
12.5. TAXATION (applies both to Publishers and Advertisers) Depending on your location, you may be required to provide certain information for tax purposes. If you are required to submit tax information, you will have to mention this when registering an account or applying for Traff services. If according to applicable law it is your responsibility to pay or withhold taxes on or from your transactions with Traff, you agree to indemnify and hold Traff harmless from and against any claim arising out of your failure to do so. Traff performs its tax obligations according to the tax laws of the Republic of Estonia. All payments to you from Traff in relation to the Traff services will be treated as inclusive of tax (if applicable) and will not be adjusted.
12.6. BALANCE ADJUSTMENTS (applies to both Publishers and Advertisers) TRAFF HAS THE RIGHT TO MAKE ADJUSTMENTS TO YOUR BALANCE IN THE FOLLOWING CASES: TO PAY PROMOTION BONUSES TO DEDUCT TRANSACTION FEES TO ADJUST BALANCE DUE TO TECHNICAL REASONS TO ADJUST BALANCE DUE TO FRAUDULENT ACTIVITY UPON SPECIAL AGREEMENT WITH YOU (E.G. FOR PAYMENT FOR ADDITIONAL SERVICES) ANY RELATED INFORMATION WILL BE ADDED TO THE WALLET STATEMENT.
12.7. PAYMENT SERVICE PROVIDERS (applies both to Publishers and Advertisers) Traff is using different payment service providers to process all financial operations. Information about available payment methods can be found on Traff Website and from our customer support. You have the right to select any payment service provider available provided your transaction meets all of the criteria set in the terms and conditions for each payment method. You agree that Traff is not responsible for any actions applied by the payment service provider including but not limited to any additional transaction fees applied to your account. Traff has the right to switch payment service provider(s) at any time without notifying you. For each payment method, there are different account thresholds for receiving and sending money that might be changed at any moment by Traff. Traff reserves the right to reject a financial operation or change the list of available payment options.
12.8. ADDITIONAL ACTIONS (applies both to Publishers and Advertisers) By using Traff services, you acknowledge and agree that we may make any inquiries that we consider necessary, either directly or through third parties, concerning your identity and creditworthiness. We may cancel any transaction if we believe the transaction violates the Contract, or if we believe doing so may prevent financial loss. We may also cancel any income, bonuses, prepayment, and adjustments as a result of fraudulent or illegal behavior. In order to prevent financial loss to you or to us, we may at our sole discretion and without incurring any liability, place a delay on a payment for a period of time, or limit funding instruments for a transaction, or limit your ability to request a payment, or suspend/block your account. In order to prevent financial loss to you or to us, we may contact your funding instrument issuer, law enforcement, or affected third parties (including other users) and share details of any payments you are associated with, if we believe doing so may prevent financial loss or a violation of law. If you leave your account balance unused for 150 consecutive days, or if you delete your account and leave a balance, or if we suspend your account and you do not meet any conditions necessary to reinstate it within 150 days, we may process your balance to zero in accordance with Traff general terms and conditions. IF YOUR CONTRACT WITH TRAFF IS TERMINATED DUE TO THE VIOLATION OF CONTRACT BY YOU (E.G. DUE TO YOUR FRAUDULENT ACTIVITY), TRAFF IS ENTITLED TO A CONTRACTUAL PENALTY IN THE AMOUNT OF THE BALANCE OF YOUR BLOCKED ACCOUNT AND THEREFORE, TRAFF MAY REFUSE TO MAKE ANY PAYMENTS TO YOU BY WAY OF SET-OFF OF THE CLAIMS.
(applies to both Publishers and Advertisers)
13.1. CUSTOMER’S LIABILITY You are fully responsible for the due performance of your obligations under the Contract and must compensate to Traff any and all damages caused by the non-performance or unsatisfactory performance of your obligations. You agree to indemnify, hold and defend Traff, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, clients and partners, harmless from any demands, loss, liability, claims or expenses, made against Traff by any and all third-party claims and liabilities arising out of or related to or arising out of or in connection with your use of the Traff Website, including any served content that is not provided by Traff, your use of the Traff services, or your breach of any term of the Contract. If Traff takes any legal action against you as a result of your violation of the Contract, Traff will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Traff. You agree that traff is entitled to demand that you paid a contractual penalty in the following cases: If your Contract with Traff is terminated due to the violation of Contract by you (e.g. due to your fraudulent activity), Traff may demand from you a contractual penalty in the amount of your unused balance (if you are and Advertisers) or the amount of your un-invoiced earnings (if you are a Publisher) and set-off its claim for the contractual penalty against your claim for payment. If you breach your obligation under the confidentiality agreement provided in Traff general terms and conditions, Traff may demand that you paid a contractual penalty up to the amount of EUR 15 000 for each breach. In case the contractual penalty does not cover the actual damages of Traff, Traff may also demand for compensation for damages exceeding the penalty. If you as an Advertiser do not have any of the necessary rights, permits or licenses required for the display of the Campaign ads or the operation of your Site(s) and/or business activities in the selected countries and you have not notified Traff thereof, Traff may demand that you paid a contractual penalty up to the amount of EUR 15 000 for each breach. In case the contractual penalty does not cover the actual damages of Traff, Traff may also demand for compensation for damages exceeding the penalty. In case Traff receives from a third party a complaint, legal action or anything similar (hereinafter the “Complaint”) according to which you either as a Publisher or Advertiser have breached any of the requirements of the Traff quality agreement, anti-fraud policy or the anti-counterfeiting & anti-piracy policy, you undertake to pay to Traff immediately a contractual penalty deposit payment in the amount of EUR 150 000 for each alleged event of breach (hereinafter the “Penalty Deposit”). Traff does not have to keep the paid Penalty Deposit separately from its own funds and no interest shall accrue on the Penalty Deposit for your benefit. You are entitled to demand that Traff returned the Penalty Deposit to you only if (i) the third party who submitted the Complaint confirms in writing that it takes back its Complaint and that you have not breached the respective requirement; or (ii) Traff is presented with the copy of a court ruling which has entered into force proving that you have not breached the respective requirement. If Traff undertakes to return the Penalty Deposit to you, Traff is entitled to deduct from the sum of the Penalty the amount of any reasonable and proven costs (including but not limited to costs for legal assistance) Traff has borne in relation with the Complaint. In any case you do not have the right to demand return of the paid Penalty Deposit once 3 years have expired from the payment of the Penalty Deposit and the conditions for the return of the Penalty Deposit have not been met by that time. In that case the Penalty Deposit shall be treated as a paid penalty payment.
13.2. LIABILITY OF TRAFF TRAFF DOES NOT PROMISE THAT THE TRAFF WEBSITE OR ANY CONTENT, SERVICE OR FEATURE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE TRAFF WEBSITE AND SERVICES WILL PROVIDE SPECIFIC RESULTS. THE TRAFF WEBSITE AND ITS CONTENT AND TRAFF SERVICES ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE TRAFF WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE. TRAFF CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE TRAFF WEBSITE, PRODUCT OR ANY SERVICE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. TRAFF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TRAFF DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE TRAFF WEBSITE AND/OR ANY TRAFF SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE TRAFF WEBSITE AND ANY LINKED SITES AND TRAFF SERVICES. YOUR SOLE REMEDY AGAINST TRAFF FOR DISSATISFACTION WITH THE TRAFF WEBSITE OR ANY CONTENT OR TRAFF SERVICE IS TO STOP USING THE TRAFF WEBSITE OR ANY SUCH CONTENT OR TRAFF SERVICES. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. TRAFF CANNOT BEAR ANY RESPONSIBILITY IN CASE OF ILLEGAL ADVERTISEMENT OR ILLEGAL CONTENT PUBLISHED ON THE PUBLISHER’S WEBSITE. The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action. Traff reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Traff Website, or any portion of the Traff Website, for any reason; (2) to modify or change the Traff Website, or any portion of the Traff Website, and any applicable policies or terms; and (3) to interrupt the operation of the Traff Website, or any portion of the Traff Website, as necessary to perform routine or non-routine maintenance, error correction, or other changes. You agree that Traff may, in its sole discretion and without prior notice, terminate your access to the Traff Website, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Traff Website or any service offered on or through the Traff Website,(4) violation by you of any terms and conditions of the Contract with Traff, or (5) unexpected technical issues or problems. TO THE EXTENT PERMITTED BY LAW (i) IN NO EVENT SHALL TRAFF BE LIABLE UNDER THE CONTRACT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) TRAFF’S AGGREGATE LIABILITY UNDER THE CONTRACT IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY TRAFF IN CONNECTION WITH THE CONTRACT WITH YOU DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. You confirm that you have entered into the Contract with Traff relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between you and Traff.
13.3. FORCE MAJEURE In any event neither you nor Traff are liable for delay or failure to perform under the Contract resulting from any occurrence or event which could not have been reasonably avoided including but not limited to accident, action of the elements, act of God, civil commotion, enemy action, epidemic, explosion, fire, flood, insurrection, strike, lockout or other labor trouble or shortage, natural disasters, riot, unavailability or shortage of material, equipment or transportation, war (whether or not declared), act, demand or requirement of law or of the Governments or any other competent governmental authority (force majeure). The party in default of force majeure shall immediately notify the other party of the occurrence of force majeure, shall make reasonable efforts to remove or overcome the effects of such occurrence or event; and shall resume performance of its obligations hereunder immediately after cessation of such occurrence or event. Notwithstanding the foregoing, either party may terminate this Contract upon written notice to the other in the event an occurrence of force majeure lasts for at least 3 months.
14. DURATION AND TERMINATION
(applies to both Publishers and Advertisers)
Your Contract with Traff becomes effective upon registration of your Traff Account or upon signing any additional agreement with Traff and is valid for unspecified period.
Each party is within its rights entitled to terminate the Contract, for any reason, by registered mail (with notice of delivery) or by e-mail, sent by you to e-mail email@example.com or by e-mail from Traff to the e-mail address you have previously provided, giving at least 24 hours prior notice.
Provided that Traff has made available such a possibility, you may also terminate the Contract by deleting your Traff Account from the Traff Platform. You as a Publisher may be given the option to delete your account at any time. You as an Advertiser may be given such an option only if your account has no un-invoiced spending and/or unpaid invoices. You can delete your account by pressing the delete button on your account. After that Traff will send you an e-mail with confirmation link. If you confirm your wish to delete your account, the Contract will be deemed terminated, your access to your account will be closed and the provision of all Traff services to you stops.
Termination of the Contract in no way modifies the rules of financial agreement in Traff general terms and conditions. You will bear all costs associated with the failure to provide a 48-hour notice (if such is requested).
Provided there is a good reason, both you and Traff may terminate the Contract also immediately without prior notice. Traff may do so inter alia if:
Regardless of a prior reminder sent by Traff, you have delayed your payment under the Contract for 18 days or more
You as an Advertiser breach the obligation to have all necessary rights, permits and licenses for the display of the Campaign ads and the operation of your Site(s) and business activities in the selected countries
You fail to comply with any of the requirements of the Traff quality agreement, anti-fraud policy or the anti-counterfeiting & anti-piracy policy
You materially breach any other obligation of the Contract and fail to remedy the breach within a reasonable time granted by Traff
This opportunity is set forth in any other provision of the Contract
Upon termination of the Contract your account is immediately archived. If there was unused balanced on your account, you are entitled to a refund or payment of Commission in accordance with Traff financial agreement.
Upon termination, the Publisher is required to remove promptly the Advertisement Tags provided via the Traff Platform and installed on the pages of the Publisher Site(s).
15. CUSTOMER COMPLAINTS
(applies to both Publishers and Advertisers)
In case you have any complaints (whether of legal, financial, technical or any other nature) or you require additional support, please contact us through the contact form present on Traff Website Full Data. Our support team will get back to you within 24 working hours. If your inquiry requires a more detailed answer, it might take up to 30 working days for processing your request. Traff reserves the right to ignore any request in contradiction with the Contract. Any feedback or request you provide shall be deemed to be non-confidential. Traff shall be free to use such information on an unrestricted basis.
15.1. COURT JURISDICTION AND GOVERNING LAW (applies both to Publishers and Advertisers) TRAFF GENERAL TERMS AND CONDITIONS HAVE BEEN COMPOSED IN THE ENGLISH LANGUAGE. IF THEY SHOULD BE TRANSLATED INTO ANY OTHER LANGUAGE (EITHER PARTLY OR ENTIRELY), THE ENGLISH LANGUAGE VERSION SHALL PREVAIL. THE PROVISIONS OF YOUR CONTRACT WITH TRAFF ARE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF ESTONIA. ANY DISPUTE OR DIFFERENCE OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT BETWEEN YOU AND TRAFF WILL BE SETTLED BY WAY OF NEGOTIATIONS. IF THE NEGOTIATIONS FAIL YOU AGREE TO SUBMIT YOUR CLAIMS AGAINST TRAFF EXCLUSIVELY TO HARJU COUNTY COURT IN ESTONIA. TRAFF MAY FILE AN ACTION AGAINST YOU EITHER TO HARJU COUNTY COURT IN ESTONIA OR TO ANY OTHER COURT IN COMPLIANCE WITH APPLICABLE LAWS. Any claim under the Contract must be brought within two (2) year after the cause of action arises, or such claim or cause of action is barred.
15.2. CONFIDENTIALITY AGREEMENT (applies both to Publishers and Advertisers) You agree to keep all details of the contractual relationship between you and Traff confidential (including but not limited to information about Traff’s customers and business partners and their contact details, Traff’s products and services, technology, software, statistics, price rates and all info explicitly marked as confidential), and not to disclose information of any nature exchanged before or during the term of the Contract to any third parties, and to take all necessary measures to prevent such disclosure by your employees and agents (if any) even after they are no longer in your employ. YOU ACKNOWLEDGE THAT THE INFORMATION ON ITS CUSTOMERS (INCLUDING THEIR NAMES, CONTACT DETAILS, ETC.) IS VERY IMPORTANT TO TRAFF AND THEREFORE, YOU AS AN ADVERTISER SPECIFICALLY UNDERTAKE NOT TO USE THE INFORMATION ABOUT TRAFF PUBLISHERS DIRECTLY OR INDIRECTLY FOR YOUR OWN OR THIRD PARTY’S COMMERCIAL BENEFIT OR IN ORDER TO COMPETE OR CAUSE PREJUDICE TO THE ACTIVITIES OF TRAFF IN ANY MANNER WHATSOEVER; AND SIMILARLY YOU AS A PUBLISHER SPECIFICALLY UNDERTAKE NOT TO USE THE INFORMATION ABOUT TRAFF ADVERTISERS DIRECTLY OR INDIRECTLY FOR YOUR OWN OR THIRD PARTY’S COMMERCIAL BENEFIT OR IN ORDER TO COMPETE OR CAUSE PREJUDICE TO THE ACTIVITIES OF TRAFF IN ANY MANNER WHATSOEVER. The duty of confidentiality does not apply if you are required to disclose information under law or if Traff has given its prior written consent to release you from your obligation of confidentiality for all or part of the information exchanged. In addition you may disclose relevant information to your auditors, attorneys, credit and financial institutions, provided that the latter are also bound by a duty of confidentiality. As an exception, if you are a Publisher you may also disclose accurately the amount of gross payments you have received from the use of Traff services. You agree that we may include your name, logo and other brand features in our presentations, marketing materials, customer lists and financial reports.
(applies to both Publishers and Advertisers)
If any of the provisions of the Contract are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of the Contract, so that the Contract shall remain in full force and effect. The Contract constitutes the entire agreement between you and Traff with regard to your use of Traff services, and all other written or oral agreements or understandings previously existing between you and Traff with respect to such use are hereby superseded and cancelled. Traff failure to insist on or enforce strict performance of the terms and conditions of the Contract shall not be construed as a waiver by Traff of any provision or any right it has to enforce the Contract, nor shall any course of conduct between Traff and you or any other party be deemed to modify any provision of the terms and conditions of the Contract. The terms and conditions of the Contract shall not be interpreted or construed to confer any rights or remedies on any third parties.
17. Company details:
Company name: Traff OÜ
Registration number: 12854144
Address: Ahtri tn 8, 10151, Tallinn, Estonia
Contact telephone number: +372 53 780 909
Contact e-mail: firstname.lastname@example.org