TrafficTraffickers Terms & Conditions

PLEASE READ CAREFULLY THIS TRAFFICTRAFFICKERS AGREEMENT (“AGREEMENT”) BEFORE PRESSING THE “SIGNUP” BUTTON AS LOCATED ON OUR SIGNUP PAGE. THIS REPRESENTS A LEGAL AGREEMENT BETWEEN YOU (“PUBLISHER” OR “ADVERTISER”) AND TRAFFICTRAFFICKERS (“TRAFFICTRAFFICKERS NETWORK” OR “TRAFFICTRAFFICKERS PLATFORM”) STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR PARTICIPATION IN THE TRAFFICTRAFFICKERS NETWORK. BY SIGNING UP, YOU ARE STATING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ENTER OUR SITE, YOU MUST EXIT THE SITE IMMEDIATELY. YOU MAY USE AND ACCESS THE SITE ONLY IN ACCORDANCE WITH THESE TERMS AND CONDITIONS.

DEFINITIONS

    1. “Advertiser(s)” means individuals or companies who create their advertising material, register with TrafficTraffickers to purchase traffic, and authorize TrafficTraffickers to act as their intermediary by including that material on the Publisher’s Website(s).
    2. “Insertion Order” is a written authorization to display creatives on Publisher’s Website(s)
    3. “User Interface” “UI” means the interface provided by TrafficTraffickers to its clients (Publishers, Advertisers, Third parties) in order to buy and sell traffic on the TrafficTraffickers Network.
    4. “Advertising Material” means the designs, creatives, graphics, logos, text, trademarks and copyrights for any type of advertising included, but not limited to banners, pop-ups, pop-unders and text ads, created by an advertiser.
    5. “Publisher” means individuals or companies responsible for the distribution of online Advertising Material on their web properties.
    6. “Publisher’s Website(s)” means the space, homepage, website or e-mail, where the Publisher incorporates or embeds the Advertising Material reserved for TrafficTraffickers Advertisers.
    7. “TrafficTraffickers Network” means the advertising network owned and operated by TrafficTraffickers. “Ad Serving Platform” describes the technology and service that places advertisements on Web properties.
    8. “Impressions” means the number of times Advertising Material is served to a person visiting the Publisher’s Website(s).
    9. “Publisher Earnings” means the total revenue generated by the Publisher using the Advertising Materials less TrafficTraffickers margin. Those earnings are based on the eCPM (Effective Cost per Thousand Impressions) generated by the ad spot. TrafficTraffickers’s reasonable margin remains at the sole and absolute discretion of TrafficTraffickers. You may contact your TrafficTraffickers’s agent for more details.
    10. “Click” means the number of times (as recorded by TrafficTraffickers) a User visiting a Publisher’s Website(s), as identified by IP address, clicks on Advertising Material. A click on Advertising Material by a particular visitor shall only be counted as a Unique Click once every 24-hour period. (The Industry Standard)
    11. “CPC” means Cost per Click and is a pricing model that involves Advertisers paying an agreed amount for every time a visitor clicks on a text or a creative.
    12. “CPM” means Cost per Mille (Thousand impressions) and is a pricing model expressed in thousands of Impressions served.
      1. CLAUSES

        1. Object

        By virtue of this Agreement, Advertiser(s) showcases and advertises their goods and services utilizing Advertising Material. Publisher(s) incorporates or embeds the Advertising Material into the Publisher’s Website(s) through TrafficTraffickers Network.

        2. Publisher eligible website(s)

        2.1 TrafficTraffickers maintains all authority to approve or to deny the affiliation of a Publisher at any time. If not approved, Publisher shall not be entitled to the payment of the revenue displayed in its User Interface. The following are examples of Publisher’s Website(s) that do not qualify to participate in the TrafficTraffickers network:

        2.1.1 Websites which contain material that infringes the right of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy.
        2.1.2 Websites with reference to illicit practices or shock human dignity: contained with pornographic character staging minors (Under Legal Age); contents making the apology of voluntary crimes to life, persons the integrity and sexual aggressions; Contents makings the apology of the war crimes, crimes against humanity; Contents provoking discrimination, hate or violence towards a person or towards a group of persons based on their origin or of the group they belong to (an ethnic group, a nation, a race or a religion). Any description will be automatically recorded and conveyed to proper authorities.
        2.1.3 Websites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam).
        2.1.4 Websites promoting any type of illegal substance or activity (i.e., how to build a bomb, illicit drugs, hacking, ‘phreaking’, etc.)
        2.1.5 Websites that are under construction or incomplete.
        2.1.3- Websites with misleading investment advice or guidance.
        2.1.6 Websites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
        2.1.7 Websites with extremely limited audiences or viewership (less than 50 unique visitors per day). 2.1.8 Websites that contain any content violating privacy laws.
        2.1.9 Websites generated through free blogging or free forum platforms.
        2.1.10 Websites with more than 9 ads per page, sites with 2 pop- ups and more and / or pop-unders, sites with more than 1 exit pop up (all ad networks or affiliate programs together).
        2.1.11 Publisher’s Websites and content are at all times compliant with all Personal Data Protection laws, and shall not violate any law, regulation, rule or custom or violate, infringe or misappropriate any person’s or entity’s rights, including without limitation any property or privacy rights, including intellectual property rights, such as copyrights, trademark rights or rights in name or likeness.

        2.2 TrafficTraffickers regularly monitors Publishers Website(s). If TrafficTraffickers determines that Publisher’s Website(s) includes any forbidden content, TrafficTraffickers may close Publisher’s account without prior notification. In such a case, Publisher shall not be entitled to the payment of the revenue remaining in its User Interface.

        3. Abuse

        3.1. Any form of abuse, i.e. procuring business transactions by unfair methods or inadmissible means that violate applicable law or this Agreement, is prohibited.
        3.2. Specifically, Publishers are prohibited from attempting to obtain commissions by procuring business transactions themselves or through a third person using the Advertising Material, tracking links and/or other technical aids provided to them in the context of the TrafficTraffickers Network using one or several of the following methods:

        3.2.1. Fraudulently pretending or faking business transactions, for example by entering third party data without authorization or by providing false or non-existing data when ordering goods or products, or enrolling online;
        3.2.2. Using Advertising Material that enables tracking although it is not displayed at all, not visibly or not in the manner and/or size stipulated by the Advertiser;

        3.3. Any form of misuse will lead to the blocking of the Publishers’ accounts immediately. In this case Publishers may raise an objection through a letter or by e-mail within a month (30 days) in order to provide a statement and evidence that the chosen form of advertising has been in accordance with this Agreement. If the Publisher cannot rebut the breach of this Agreement, TrafficTraffickers will issue a notice of termination. In the event of termination, the Agreement will be wound up and liquidated pursuant to the stipulations of Clause 11 of this Agreement. The Publisher shall not be entitled to any compensation.

        3.4. Fraudulent Impressions. Any method used to artificially and/or fraudulently inflate the volume of impressions or clicks is strictly forbidden. Counts of impressions or clicks will be decided solely on the basis of reports generated by TrafficTraffickers Advertising Network. These prohibited methods include but are not limited to: framing an ad-banner’s click-through destination, auto-spawning of browsers, running ‘spiders’ against the Publisher’s own Website, automatic redirecting of users or any other technique of generating automatic or fraudulent (as determined by TrafficTraffickers, acting reasonably, or based on industry standard practices) click-through and/or impressions. Advertising Material may not be placed on a page which reloads automatically. Publisher may not require users to click on Advertising Material prior to entering a Website or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material. Publisher’s clicks-throughs of any link other than TrafficTraffickers’s Advertising Material, or use of any other means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, TrafficTraffickers may terminate this Agreement without prior notification. Such termination is at the sole discretion of TrafficTraffickers and is not in lieu of any other remedy available at law. TrafficTraffickers’s ad server will be the official counter for determining the number of Advertising Material delivered under and amounts payable under this Agreement.

        For every instance of intentional or negligent violation of the present provisions, the Publisher hereby undertakes to pay TrafficTraffickers liquidated damages in each case in an amount to be determined at TrafficTraffickers’ equitably exercised discretion and, in the event of dispute, in an amount to be reviewed by court. Each instance of violation shall be subject to liquidated damages in the maximum amount of the current balance of the Publisher Account.

        4. Publisher Payment

        4.1 Payments. Publisher payments are done bi-weekly through Paxum or Paypal , or monthly through Wire Transfer. Payments are generated automatically by the TrafficTraffickers platform. To receive a payment, Publishers must reach the minimum payout limit set up in the TrafficTraffickers Administration Panel. TrafficTraffickers shall pay Publisher for Advertising Material actually delivered by Publisher to each of Publisher’s Website(s) approved by TrafficTraffickers.

        4.2 Liability for Publisher’s Revenue. Publisher understands and agrees that TrafficTraffickers acts solely as a third party for the Advertisers; and that TrafficTraffickers shall only be liable to Publisher for Publishers Revenue based on payments from Advertisers that it has received without restrictions that constitute immediately-available funds to TrafficTraffickers. Publisher agrees that (i) TrafficTraffickers shall have no liability or obligation to Publisher for payments due but unpaid from Advertisers; (ii) Publisher will only assert any claims therefore directly against the Advertisers; and(iii) Publisher shall hold TrafficTraffickers harmless and indemnify it from any claims or liability related to such unpaid amounts. TrafficTraffickers agrees to make every reasonable effort to bill, collect and clear payment from the Advertisers on a timely basis. TrafficTraffickers, reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein.

        4.3 Other Expenses. TrafficTraffickers assumes no responsibility for paying any income taxes, banking commissions or currency fees on behalf of Publisher. By participating in the TrafficTraffickers Network, Publisher assumes complete and sole responsibility for any taxes, banking commissions or currency fees owed as a consequence thereof.

        5. Advertising Material

        5.1. Recording of Service Counts. TrafficTraffickers has the sole responsibility for calculation of statistics, including Impressions, click-through rate, revenues, eCPM. The EasternStandardTime shall be the time period for traffic and tracking purposes. Statistics shall be available to Publisher online in the TrafficTraffickers Administration Panel. Publisher understands that TrafficTraffickers’s online statistics may not be 100% accurate and that TrafficTraffickers may make adjustments to Publisher’s online statistics. In the event that coding on Publisher’s Website(s) generates substantial number of erroneous impression due to a technical problem such as server malfunction, coding alteration or a mistake in entering code, TrafficTraffickers reserves the right to withhold payment on all Impressions and clicks delivered by Publisher.

        5.2. Volume of impressions. TrafficTraffickers cannot guarantee any volume of traffic. Impressions can differ from one day to another following the performances of the site targeted.

        5.3. Ad Serving Platform. Statistics of impressions and revenues will be provided by TrafficTraffickers. Ad Serving Platform shall govern this Agreement.

        6. Advertising Budget

        Advertiser must prepay its advertising budget through Paypal, paxum or wire transfer. We ask for a Governmental ID with the name of the account holder, valid and showing a clear face picture; to be uploaded to our system with the first Paypal Payment. Advertiser shall pay all charges in U.S. Dollars, according to the currency set up in the TrafficTraffickers Administration Panel. Charges are exclusive of taxes. However, Canadian customers however will be subjected to the Canadian taxes as required by Federal Canadian law. Customer is responsible for paying all taxes, government charges, and reasonable expenses and attorneys’ fees TrafficTraffickers incurs collecting late amounts. Charges are solely based on TrafficTraffickers Ad Serving Platform measurements, unless otherwise agreed to in writing. Nothing in these Terms may commit TrafficTraffickers to do credit to any party. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to TrafficTraffickers may be shared with companies who work on TrafficTraffickers’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to TrafficTraffickers and servicing Advertiser’s account. TrafficTraffickers reserves the right to withhold deposit or charge Advertiser’s account due to any breach of this Agreement by Advertiser.

        TrafficTraffickers reserves the right to withhold deposit or charge Advertiser’s account due to any breach of this Agreement by Advertiser.

        7. Advertiser Refund Policy

        TrafficTraffickers strives to offer the best service possible to its clients. Once an Advertiser makes an initial deposit in the TrafficTraffickers Ad serving platform, Advertiser has three (3) months from the payment date to ask for a refund of the balance remaining on the account if he isn’t satisfied with the TrafficTraffickers Network and have remained in compliance with this Agreement.
        Advertisers canceled / terminated by TrafficTraffickers for violating these Terms are not entitled to a refund.

        8. Ad sizes

        300x250 (pixels), 315x300, 338x235, 250x250, 468x60, 728x90, 945x100, 120x600, 160x600, 180x1030, 240x480, 200x150, Pop-unders (full page), Interstitials (full page), text ads (with 10x10 thumb).

        9.Representations and Warranties

        9.1. Publisher(s) represents and warrants to TrafficTraffickers that:

        9.1.1 All content, products, and services on the Publisher´s Website(s) are legal to distribute, that it owns or has the legal right to use, and will not infringe, any and all copyrights, trademarks, patents or other proprietary rights;
        9.1.2 The Publisher´s Website(s) do not, and will not during the term of this Agreement, contain any material described in Section 3 of this Agreement;
        9.1.3 The Publisher´s Website(s) are free of any “worm”, “virus”, “malware” or other device that could impair or injure any person or entity;
        9.1.4 It is generally familiar with the nature of the Internet and will comply with all rules and regulations that may apply; and it will conduct its business in compliance with all applicable laws, rules and regulations;
        9.1.5 It has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein; and the execution of this Agreement and the performance of its obligations by Publisher(s) will not conflict with or a cause a breach or violation of any agreement, law, regulation or other obligation to which Publisher(s) is a party or subject; and
        9.1.6 The Publisher(s) must respect the prohibition of unsolicited advertisement (“Spam”) when sending e-mails containing Advertising Material. Therefore, the consent of each and every recipient is to be obtained prior to sending e-mails; should TrafficTraffickers so request, Publisher(s) must provide written evidence of such consent has been granted.

        9.2 Advertiser(s) represents and warrants to TrafficTraffickers that none of the advertising provided contains:
        9.2.1 Any material that consists of paraphilia or scatological activities;
        9.2.2 Any material that contain children or minors in adult or sexual situations;
        9.2.3 Any material that offers illegal products or services;
        9.2.4 Promotion of incentives for online activity to surf websites, click on ads, or any activity that artificially enhances website or advertiser metrics;
        9.2.5 Promotion of violence, racial intolerance, or advocacy against any individual, group, or organization; 9.2.6 Promotion of fake documents, copied material, or paper mills;
        9.2.7 Any unauthorized use of third party trademarks that either creates a likelihood of confusion that
        consumers will believe the products or services originated from the trademark owner, or is likely to dilute the value of a known trademark;
        9.2.8 Promotion of drugs or any related paraphernalia;
        9.2.9 Sales or offers of weapons, alcohol, tobacco or any related paraphernalia
        9.2.10 Promotion or any attempt to profit from human tragedy or suffering;
        9.2.11 Promotion of illegal activities that infringes on the rights of others;
        9.2.12 Promotion of gambling or online betting that allows U.S. registrations
        9.2.13 Any content that targets to children of age 18 and younger.

        10. CONFIDENTIALITY.

        You agree not to disclose TrafficTraffickers Confidential Information without TrafficTraffickers’s prior written consent. “Network Confidential Information” includes without limitation: (i) all Network software, technology, programming, technical specifications, materials, guidelines and documentation You learns, develops or obtains that relate to the TrafficTraffickers Network; (ii) click-through rates or other statistics provided to You by TrafficTraffickers; and (iii) any other information designated in writing by TrafficTraffickers as “confidential” or any designation to the same effect. TrafficTraffickers Network Confidential Information does not include information that has become publicly known through no breach by You or TrafficTraffickers, or information that has been (i) independently developed without access to TrafficTraffickers Network Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.

        11- TERMINATION; cancellation.

        11.1. TrafficTraffickers may at any time, in its sole discretion, immediately terminate this Agreement, or cancel any Ad(s). TrafficTraffickers will make commercially reasonable efforts to notify Advertiser(s), Publisher(s) and Third Parties via e-mail of any such termination or cancellation within a reasonable period of time.
        Advertiser(s) may cancel any Ads and/or terminate this Agreement with or without cause at any time by deactivating a campaign in the Administration Panel.
        Publisher(s) may cancel or terminate this Agreement by removing the TrafficTraffickers Javascript Tag from the Publisher's Website(s).
        11.2. If either party does not fulfill a material obligation defined in this Agreement, the other party has the right to terminate this Agreement sixty (60) days following written notice to the party in breach, provided that such material breach remains uncured, without prejudice of the right to claim the damages caused to the non-breaching party.

        12. - DATA PROTECTION.

        12.1. Each party shall include conspicuously on its website(s), a privacy policy that describes how such party collects, uses, stores and discloses users’ personal data if any is collected, including without limitation e-mail addresses, and instructs users how to opt-out of such practices. Publisher’s privacy policy shall disclose that third party advertisers may place cookies on the browsers of visitors to Publisher’s Website(s).
        12.2. Each party warrants to the other that, during the term of this Agreement, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection).

        13. Indemnification and LIMITATION OF LIABILITY.

        13.1. Indemnification. You agree to indemnify, defend and hold TrafficTraffickers and its officers, directors, shareholders, successors, affiliates, employees, agents and representatives harmless from and against any and all costs, claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any claims and lawsuits or proceeding for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation on the TrafficTraffickers Network, (ii) operation of the Publisher’s Website(s) submitted to TrafficTraffickers for participation on the TrafficTraffickers Network or (iii) otherwise arising from a relationship with TrafficTraffickers. You also agree to indemnify TrafficTraffickers for any legal fees incurred by TrafficTraffickers, acting reasonably, in investigating or enforcing its rights under this Agreement.
        13.2. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL TRAFFICTRAFFICKERS BE LIABLE TO PUBLISHER WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT TRAFFICTRAFFICKERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL TRAFFICTRAFFICKERS’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE PAYMENTS TO THE PUBLISHER HEREUNDER.

        14. MODIFICATION.

        14.1. TrafficTraffickers reserves the right to amend these provisions of the present Agreement that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the Agreement as a whole being restructured. TrafficTraffickers will communicate, by e-mail, the modified conditions at least two weeks prior to the Effective Date. Publishers who do not object in text form (letter, e-mail) to the modification within four weeks after the receipt of the e-mail will be deemed to have accepted the respective modification. TrafficTraffickers will specifically indicate the possibility of objecting to the modification and the consequences of the four-week deadline.

        15. DISPUTE RESOLUTION.

        15.1. This Agreement shall be governed by and interpreted in accordance with the laws of Canada.
        15.2. For any matter related to the interpretation or execution of this Agreement, the parties expressly waive to submit to any courts which might have jurisdiction over the subject matter, and agree to submit to the sole competence and jurisdiction of the Province of Quebec Courts.

        16. - GENERAL PROVISIONS.

        16.1. Severability. Should any of the provisions of this Agreement be adjudged invalid or unenforceable by the rules and regulations of Canada or a Canadian court, such provisions shall be deemed several from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions as much as possible within the extent of relevant laws or judgment of the court.
        16.2. Survival. Sections 11, 12, 13, 14 and 15 shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination. 16.3. Amendments. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, TrafficTraffickers, Publisher(s) and/or Avertiser(s).