Terms
1. PREAMBLE
1.1 Traffmaking (the "Company") is a company incorporated in the British Virgin Islands.
1.2 Among other things, the Company work as a marketing agency, connecting and bringing together publishers (individuals and / or companies that have their own websites and traffic resellers) with advertisers (individuals and / or businesses who want to advertise their products in the internet). To provide these services the Company charges advertisers for a small fee.
1.3 The following conditions (collectively, the "Agreement") govern the relationship between the company and the "Advertiser" as it is called in the order of addition, with respect to the placement Insertion Order (hereinafter referred to as «IO»). It is hereby acknowledged by both parties that this Agreement and the form of IO constitute a single document.
2. INSTALLATION
2.1 In accordance with the terms of this Agreement and on condition that the IO has been approved by the Company in written form, the Company shall take all commercially reasonable efforts to deliver the services and undertake the campaign as described in the IO (collectively, the "Campaign(s)").
3. PAYMENT
3.1 For the services provided by the company, the Advertiser hereby represents, warrants and agrees to pay the sum set out in the IO and any additional payments to be agreed between the parties.
3.2 For the purpose of making payments, the company will release the Advertiser with accounts at intervals of one month, or in any other intervals as set out in the IO and / or agreed between the parties. Advertiser hereby promises, covenants and agrees to make payment of the amounts specified in the invoices. Such amounts may include - without any restrictions - all valid and relevant sales, use, excise and / or any other taxes, without set-off. Such amounts may also include benefits, compensation or payments, all in accordance with the terms of this Agreement and additional conditions set forth in the IO. Payment if not agreed otherwise, must be received by the Company no later than fourteen (14) calendar days from the date of the invoice and sent to the company for the advertiser.
3.3 Undisputed late payments will bear interest at the rate of 20% per annum or, in any case, the law permits a maximum rate. Interest shall begin to accrue through fourteen (14) calendar days from the date on which the invoice (for which payment is made) was issued and sent to the advertiser, before the final settlement of this account and will be calculated on a daily basis.
3.4 In case of need and to observe, monitor and record the performance of any campaign, the Company may ask the advertiser to place a tracking pixel of the Company(s) or any other necessary mechanisms to monitor, control and accounting performance of any campaign (collectively, "Tracking Tools"). Such an arrangement and the test should be the sole responsibility of the advertiser. Even if you cannot correctly place the Advertiser tracking Tools online or if the tracking tools will not be valid or maintain a record of action, the Advertiser acknowledges and accepts that it will pay for each lead or actions generated and registered by the company, unless such lead and / or actions are identified as fraudulent or invalid ( as defined in the relevant IO).
4. TABLE OF CONTENTS
4.1 The Advertiser agrees to provide the Company and its affiliated marketing non-exclusive, worldwide, royalty- free right and license to use, reproduce, display, transmit, modify, copy and distribute advertising, including all content, trademarks, images, names (collectively, the "Advertising Materials"), and any logos and graphics in accordance with the IO and this Agreement.
4.2 The Company reserves at any time the right to refuse, suspend or cancel any campaign and / or reject any advertising material, which - according to and / or the Company's discretion is not considered suitable and appropriate for publication for any reason. In addition, the Company reserves the right to refuse, suspend, postpone or cancel any advertisement, which the company believes can lead the company to criminal and / or civil liability and / or any other form of liability. In addition, the company may refuse, reject, suspend or cancel any campaign, if in its opinion it is deemed offensive or objectionable.
4.3 Distribution of advertising time and any campaign material shall be at the discretion of the company, with the exception of cases when time distribution is not specifically provided for in the IO and agreed between the Parties.
5. REPRESENTATIONS, WARRANTIES AND LIABILITIES
5.1 The Advertiser declares and warrants that (a) it has the legal capacity and authority to enter into and be bound by this Agreement and the IO, (b) it has the right to use and will allow the company to use, reproduce, transmit and display the content of advertisements and (c) the content of the advertising is not and will not be in the way, (I) which violate the copyright of third parties, trade mark, trade name, trade secrets or other forms of intellectual property, (II) violate any applicable laws rules and / or regulations, (III) contain false or misleading advertising or any machine-readable code, including, but not limited to any viruses, Trojan horses or other self-executing program, (IV) contains content that may be classified as defamatory, obscene, pornographic, abusive, fraudulent or otherwise inappropriate, or (V) violate the laws or regulations, especially with regard to placing wagers, gambling, stocks, etc. Advertiser hereby acknowledges that if it violates any of the foregoing representations, endorsements and guarantees, the company has the right to immediately terminate this Agreement and the input-output and take all other necessary steps and / or action deemed appropriate.
5.2 The Advertiser covenants, agrees and undertakes that: (a) it will at all times comply with all laws applicable in the jurisdiction where the advertiser is, or otherwise operates, (b) it will at all times comply with the terms of this agreement and the IO, (c) it will at all times comply with the legal provisions relating to spam, and (d) it will not attempt in any way to alter, modify, remove, conceal or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from the company, and (e) shall, within 2 (two) business days after the end of each accounting period (as defined in the IO) of the company to deliver a report on its data and statistics related with the campaign.
5.3 In case if IO provides or otherwise allow e-mail marketing, the Advertiser agrees to deliver its suppression list for each e-mail campaign for the advertiser immediately after the input-output, and then to provide an updated list of suppression for each campaign for not less than once every seventy two (72) hour period, for the duration of the campaign.
6. TERMINATION
6.1 Either party may terminate this Agreement and cancel the IO without provision of grounds for such termination by giving in three (3) days written notice to the other party. In such case, any undisputed amounts owed by the advertiser should be resolved within 14 (fourteen) working days from the date when the termination becomes effective.
6.2 The Company may also immediately terminate this Agreement and IO by written notice to the advertiser, in cases where the Company believes that the advertiser has been in violation of any provision of this Agreement and the IO, or if it is considered that the advertiser has acted and / or campaign was organized in such a way that (a) violates applicable laws, regulations and rules, (b) is defamatory, obscene, pornographic, misleading, fraudulent or otherwise inappropriate, or (c) may damage the good reputation of the company, its directors, affiliates or any other person and / or body for which the company is liable in law.
7. PRIVACY POLICY
7.1 Either party (the "Assignor") may, from time to time, disclose to the other party (the "Receiving Party") a certain information relating to the activities of the Assignor or customers, affiliates, subsidiaries, agents, or employees, business and marketing plans, processes, strategies and techniques that may not be a standard industry practice or which are not generally known in the industry and / or any portion of the population, or research, charts, plans or compilations of business and commercial information obtained or prepared or on behalf of the Assignor (collectively referred to as "Confidential Information"). The transmitting side and the receiving Party hereby agrees and acknowledges that such confidential information will be provided at the discretion of the Disclosing Party, and nothing in this Agreement shall oblige the Assignor, its directors, agents or employees to disclose or provide access to the Receiving Party any confidential information. Unless otherwise agreed in writing by the Assignor, the receiving party hereby promises, pledges, covenants and agrees to (a) use confidential information only for the purposes expressly provided in this Agreement, (b) that confidential information are not disclosed to third parties, affiliate, subsidiary or agent of the receiving party without the prior written consent of the Disclosing Party. Host Party recognizes that the Assignor is the sole and exclusive owner of all right, title and interest in and to confidential information. Receiving Party agrees that confidential information will not be copied or otherwise reproduced without the prior written consent of the Disclosing Party, except that one (1) copy may be made for backup and archival purposes. Obligations and responsibilities of each party under this section shall not apply to any information that he may found that it: (a) become well-known nothing of the receiving party, (b) was known by the receiving party to give, (c) was independently developed by the Receiving Party; (d) has been approved for public release by written authorization of the Disclosing Party, or (e) was required to be disclosed by law or by the competent court, government or regulatory authority having the right to the same, provided that the transmitting side is notified immediately of such required disclosure and an opportunity to seek a protective order.
7.2 If the company has not given its prior, written consent, the Advertiser will keep IO by conditions of Agreement strictly confidential and cannot make any unauthorized disclosure of the same to any person.
7.3 Privacy non-disclosure provisions remain in force of this Agreement for a period of three (3) years.
8. GENERAL
8.1 Neither party may transfer this Agreement and the IO without the prior written consent of the other. However, notwithstanding the foregoing, the company is able to - and if it is deemed appropriate - and may, broker or IO this Agreement at any time, in part or in whole, affiliate marketing, with which the company has entered into its standard affiliate agreement. This task can be carried out without the prior written consent of the publisher and the advertiser, can be notified of such cases at the discretion of the company.
8.2 The Company reserves the right to include the name of the Advertiser in any advertising, publications, press releases or promotional materials without the prior consent of the publisher. If the advertising material must be prepared by the company may require the publisher and the advertiser will supply at least one (1) copy of the digital art, and / or other promotional materials possible, which can be reproduced, and / or distributed at conferences, signings, mailings, trade shows, etc.
8.3 The Company makes no guarantee that any advertiser or third group will have access to the company's website at any given time. The company's services PROVIDED "AS IS, AS - IS". External factors and / or factors beyond the Company's control may cause interruptions in service at any time, for which the company may have no power over.
8.4 This Agreement and the IO construed in accordance with the laws of the British Virgin Islands.
8.5 Any amendment to this Agreement and the IO must be made in writing and signed by both Parties.
8.6 This Agreement and the IO is the entire agreement between the parties in relation to the company noted in the IO and supersedes all prior or contemporaneous representations, negotiations, understandings and agreements, whether in oral or writing form between the Parties.