Terms & Conditions Mercants

GENERAL:
Before registering on TraffiDiffusion.com, please read carefully terms and conditions to use TrafficDifusion.com services. 

1. PAYMENT RESPONSIBILITY: 
If your account balance falls below the minimum balance amount defined for your account, you must immediately remit a payment to TrafficDiffusion.com in an amount at least equal to any negative balance and any amount necessary to enable payment by TrafficDiffusion.com to your affiliated publishers the amount due to them including any transaction fees due TrafficDiffusion.com. 

Deactivation due to non-payment: Your account may be deactivated without notice for non-payment and/or when your account falls below the minimum account balance. The number or amount of transactions and clicks, credits for payouts, and the charges for "Chargebacks", as calculated by TrafficDiffusion.com, shall be final and binding on you. 

Deactivation of account includes but is not limited to: restricting access to your advertiser account, notifying your affiliated publishers of your deactivated status and halting the tracking and reporting of any follow-on leads and/or sales. All links are also subject to expiration. Terms of reactivation may result in additional charges as determined by TrafficDiffusion.com. 

Obligations: TrafficDiffusion.com is under no obligation to make payment to your publishers of payouts where there are insufficient funds in your account.

Claims: Your publishers shall have a claim against you directly for non-payment of earned but unpaid payouts that are unpaid because you have failed to make payment to TrafficDiffusion.com. 

Making payments: You may make payments via check, wire transfer, or certain credit cards over the Web. When payment is made by check, your account will not reflect payment until the check has cleared and cash has been transferred to TrafficDiffusion.com's bank account. 


2. ADVERTISER RESPONSIBILITY: ADVERTISER hereby represents and warrants that ADVERTISER's advertisements and site(s), and site(s) to which such advertisements or site(s) directly or indirectly link, do not mislead the public in any way or constitute fraudulent activity and will not offend visitors due to defamatory, slanderous, libellous, threatening, violent, racist, hateful, or otherwise offensive content. ADVERTISER also represents and warrants that ADVERTISER's advertisements and site(s), and site(s) to which such advertisements or site(s) directly or indirectly link, do not violate any federal, state or local laws (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination, gambling, or false advertising) and do not infringe in any way any copyright, patent, trademark or other intellectual property or other proprietary rights of any third party. It is ADVERTISER's sole responsibility to determine whether all advertisements and site(s) comply with the terms of this Agreement and any rules or regulations posted on TrafficDiffusion.com's site. ADVERTISER hereby acknowledges that TrafficDiffusion.com is not responsible for the maintenance of ADVERTISER's advertisements or site(s) nor is TrafficDiffusion.com responsible for order fulfillment or any issue relating to cancellations, returns or customer service concerning orders placed on ADVERTISER's site(s). ADVERTISER agrees to continually update ADVERTISER's advertisements so that all information is current and is an accurate description of information available on ADVERTISER's site(s).

3. INDEMNIFICATION: ADVERTISER hereby agrees to protect, defend, indemnify and hold harmless TrafficDiffusion.com, its officers, directors, shareholders, representatives and affiliates from any and all losses, damages, liabilities, costs, fees (including without limitation attorneys' fees) and expenses that may arise from ADVERTISER's use of the advertising marketplace, the content contained in or use of ADVERTISER's advertisements or site(s), any violation by ADVERTISER of the rights of third parties and/or any breach of the terms of this Agreement. ADVERTISER will be solely responsible for defending any claim, payment of damages or losses resulting from the foregoing to both a third party and TrafficDiffusion.com.com.



4. CANCELLATION: If ADVERTISER is dissatisfied with the advertising marketplace or with any of the terms and conditions contained herein, its sole and exclusive remedy is to terminate the ADVERTISER Agreement. ADVERTISER may cancel participation in the advertising marketplace at any time by sending written notice to TrafficDiffusion.com via certified mail. TrafficDiffusion.com reserves the right to discontinue any advertisements that may violate any of the terms in this Agreement. Notwithstanding anything contained in this Agreement to the contrary, TrafficDiffusion.com may, in its sole discretion, terminate an ADVERTISER account, and discontinue ADVERTISER participation in the advertising marketplace, or ADVERTISER use of any specific advertisements at any time.

5. REFUNDS: If TrafficDiffusion.com terminates an ADVERTISER account or if ADVERTISER decides to terminate its own account, and ADVERTISER provides notice to TrafficDiffusion.com, ADVERTISER account will be deemed terminated when TrafficDiffusion.com receives such notice. ADVERTISER will only receive a refund for amounts not yet charged to its account. ADVERTISER will not receive a refund for any fee agreed to in writing and collected as ADVERTISER agrees these amounts are nonrefundable.

6. LIMITATION OF LIABILITY: ADVERTISER expressly agrees that it is using the advertising marketplace at its own risk and that TrafficDiffusion.com is making the advertising marketplace available on an "as is" basis, without warranty of any kind, express or implied. Neither TrafficDiffusion.com nor any of its officers, employees, agents, information providers, licensors, licensees, attorneys, consultants or third party contractors, make any warranty or representation whatsoever regarding the advertising marketplace or any aspect of its use by an ADVERTISER. TrafficDiffusion.com hereby disclaims on behalf of itself and all of its officers, directors, shareholders, employees, agents, representatives, affiliates, information providers, licensors, licensees, attorneys, consultants or third party contractors any and all warranties, including without limitation any warranties regarding the accuracy and availability of content, products or services made available through the advertising marketplace, and warranties of title or merchantability. Any liability of TrafficDiffusion.com, its officers, employees, agents, information providers, licensors, licensees, attorneys, consultants or third party contractors, including without limitation, any liability for damages caused by any failure of performance, error, omission, interruption, deletion, failure of delivery of merchandise, delay in operation or transmission, computer virus, communications line failure, theft or destruction or unauthorized access to, alteration of, or unlawful use of records, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action, shall be strictly limited to the amount already paid by ADVERTISER to TrafficDiffusion.com for advertisements in the prior 30 calendar day period. In no event shall TrafficDiffusion.com, its officers, directors, shareholders, employees, agents, representatives, affiliates, information providers, licensors, licensees, attorneys, consultants or third party contractors, be liable for any indirect, incidental, or consequential damages, arising out of this Agreement, the use or inability to use the advertising marketplace and/or the sites linked to or from the advertising marketplace or for any breach of warranty. Some states do not allow the limitation of exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. ADVERTISER agrees that it will not hold TrafficDiffusion.com responsible for the selection or retention of, or any acts, errors, omission by, any third party in connection with the advertising marketplace and/or sites linked to/from the advertising marketplace, including without limitation, those with whom TrafficDiffusion.com contracts to operate various portions of the advertising marketplace and those to whom TrafficDiffusion.com provides links to for content, advertising or any other type of data or information.

7. OTHER: This Agreement shall be governed by the laws of the state of Italy, and in the event of a dispute, ADVERTISER agrees to submit to the exclusive jurisdiction of the Italian state located in Mialano, Itay. By submitting material to TrafficDiffusion.com, ADVERTISER is irrevocably granting TrafficDiffusion.com the right to use all parts of the material, without limitation, as if it were in the public domain, including modifying it or using it commercially and authorizing others to do so. TrafficDiffusion.com reserves the right to discontinue offering the advertising marketplace at any time, including, in its sole discretion, to assign or sell this Agreement. This Agreement constitutes the entire understanding between the parties with respect to ADVERTISER enrolment and supersedes all previous Agreements, proposals and communications, written or oral, between ADVERTISER and TrafficDiffusion.com. We may change this Agreement at any time upon publishing a notice at TrafficDiffusion.com.com . Any use of the advertising marketplace after such notice shall be deemed to be continued acceptance of this Agreement including its amendments and modifications.