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GENERAL:
Before registering on TraffiDiffusion.com, please read carefully terms and conditions to use TrafficDifusion.com services.
1 - Representation ;
Publisher represents and warrants that the Websites:
(1) are owned by or licensed to Publisher and Publisher has the right to use the entire contents and subject matter contained in the Websites;
(2) do not violate any law, statute, ordinance, treaty or regulation;
(3) do not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party;
(4) do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity;
(5) are not defamatory, libelous, slanderous or threatening; and
(6) are free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, "spyware" and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information.
Publisher also represents, warrants and covenants that:
(7) Publisher has the power and authority to enter into and perform its obligations under this Agreement;
(8) Publisher shall not be in violation of any obligation, contract or agreement by entering into this Agreement, by performing its obligations hereunder or by authorizing and permitting TrafficDiffusion.com to perform the services hereunder;
(9) Publisher shall comply with all of the terms and conditions of this Agreement, as amended from time to time;
(10) all information provided by Publisher to TrafficDiffusion.com or posted on the Websites by Publisher is truthful, accurate and complete, and is not misleading in any way;
(11) TrafficDiffusion.com is hereby authorized by Publisher to perform all the services described hereunder with respect to Publisher and the Websites;
(12) Publisher shall not upload, post, email, transmit or otherwise make available any content, material, data, work, designation, trade or service mark, tradename, link, advertising or services that actually or potentially (a) violates any applicable law or regulation, including, without limitation, false advertising or unfair competition under the law of any jurisdiction,
(b) infringes or misappropriates any proprietary, intellectual property, contract or tort right of any person, or (c) to a reasonable person, may be abusive, defamatory, invasive of privacy, harassing, grossly offensive, threatening, malicious, otherwise objectionable or in way derogatory about TrafficDiffusion.com or any other party. Publisher grants TrafficDiffusion.com and the customer the right and license to transmit the Creatives to the Websites.
2 - Membership in the Network is subject to prior approval of TrafficDiffusion.com.
TrafficDiffusion.com reserves the right to refuse service to any new or existing Publisher for any reason, in its sole discretion. Approval of membership in the Network is limited only to the specific root URLs (the "Websites") for which Publisher has applied for approval by TrafficDiffusion.com.
TrafficDiffusion.com reserves the right, in its sole discretion and without liability to TrafficDiffusion.com, to reject, omit or exclude any Publisher or Website for any reason at any time (including, without limitation,
if a Website's text is in a foreign language), with or without notice to the Publisher and regardless of whether such Publisher or Website was previously accepted. Without limiting the foregoing, TrafficDiffusion.com reserves the right to require potential or existing publishers to submit detailed descriptions or explanations of the Publisher’s website(s) or application(s) functionality and backend technology through a questionnaire or survey. Refusal to participate or answers deemed unsatisfactory constitutes grounds for non-acceptance or termination from the network. In addition, in all Websites in the Network must maintain a privacy statement acceptable to TrafficDiffusion.com. If Publisher is an individual, Publisher must be at least 18 years of age.
3 - Content:
TrafficDiffusion.com does not accept Websites that promote or facilitate illegal or legally questionable activities such as pirating and hacking. TrafficDiffusion.com does not accept Websites that are: under construction, hosted by a free service, personal home pages, or do not own the domain they are under.
TrafficDiffusion.com Code shall not be used on Websites that contain forums, discussion boards, chat rooms, or
any content area that is open to public updates without regulation.
This Agreement is voidable by TrafficDiffusion.com immediately if Publisher fails to disclose, conceals or misrepresents itself in any way. To insure compliance with this Agreement, any Publishers that change their content after approval for membership MUST notify TrafficDiffusion.com of the changes in writing IMMEDIATELY. Notices should be sent to
Publishers@TrafficDiffusion.com.
4 - Traffic:
TrafficDiffusion.com reserves the right to terminate Publisher’s relationship with TrafficDiffusion.com immediately
should either the number of Impressions delivered by Publisher total less than 500 per month. TrafficDiffusion.com reserves the right to change the minimum CTR at any time in response to market pressures.
5 - Placement:
Publisher shall be solely responsible for placing Creatives on the Websites, which placement shall be subject to the terms and conditions of this Agreement. No Creative may be placed on any root URL not specifically approved by TrafficDiffusion.com for membership within the Network.
TrafficDiffusion.com pop-under or In-Vue windows cannot be launched from websites that launch more than a total of two pop windows, including the TrafficDiffusion.com pop-under or In-Vue. Skyscrapers or wide skyscrapers and half page formats cannot be placed on the same page. Text Ads are limited to a total of seven text links per page in any combination of stand alone and/or multiple links. No Publisher will place ads on blank pages, on pages with no content, on top of one another, on non-approved Websites, or in such a fashion that may be deceptive to the visitor. In-page Creatives (Banners, Leaderboards, Skyscrapers, Wide Skyscrapers, Rectangles, Medium Rectangles, Half Pages, Text Ads) may not be placed on forums, chat rooms, and other entities that the Publisher does not have complete control of.
6 - Fraud and Deception: TrafficDiffusion.com audits every Publisher's traffic on a daily basis.
Publishers that commit fraudulent activities, including false clicks, false impressions, and incentivize clicks, will have their account permanently removed from the Network and will not be compensated for fraudulent traffic. Additionally, Click reserves the right to register fraudulent Publishers in a global ad network fraud database, for usage by other ad networks. We have several fraud mechanisms at our disposal that will detect most forms within a few days of the initial activity. All proceeds from accounts with fraudulent activity will be refunded to Advertisers. All Creatives must be served from a TrafficDiffusion.com server or serving location, or through a TrafficDiffusion.com approved 3rd-party-hosted server. Stored images that are loaded from a different location will not count towards any statistic or payment. Publishers agree to not artificially inflate traffic counts using a program (including scripts), device, or other means. Excessive page reloading or any other abuse of our system could result in legal action. No Publisher shall induce visitors to click on Creatives based on incentives, provided, however, that, with the prior written approval of TrafficDiffusion.com, certain language may appear above or below an advertisement served by TrafficDiffusion.com. Without limiting the foregoing, the following methods of generating visitor interest are unacceptable TrafficDiffusion.com and may be grounds for dismissal from the Network: use of unsolicited email or inappropriate newsgroup postings to promote your Website; auto-spawning of browsers; automatic redirecting of users; clicking on your own banners; blind text links; misleading links; or any other method that may lead to artificially high numbers of impressions or clicks.
7 - Code: TrafficDiffusion.com Code shall not be modified without prior written consent from TrafficDiffusion.com.
8 - Your Website: You hereby acknowledge that TrafficDiffusion.com is not responsible for the content or maintenance of your Websites, or websites owned or operated by any third party (including, without limitation, other advertisers), nor is TrafficDiffusion.com responsible for order entry, fulfillment, payment processing, shipping, cancellations, returns or customer service concerning orders placed on your Websites or websites owned or operated by any third party (including, without limitation, other advertisers). You represent, warrant and covenant that all information you provide in connection with this Agreement or on your Websites are, and will be, updated to remain, current and accurate. You agree that your Websites do not contain any TrafficDiffusion.comck-owned or licensed content, including, without limitation, any TrafficDiffusion.com listings, except pursuant to a separate signed agreement with TrafficDiffusion.com.
9 - Contact Information: To insure timely payment, Publishers are responsible for maintaining the correct contact and payment information associated with their account. Payment Profile information must be updated by the last day of the month to be reflected in the next payment. This must be done by Publisher online using Publisher's account. Any and all bank/service fees associated with returned or cancelled payments due to any error in the Publisher contact or payment information are Publisher's responsibility, and will be deducted by TrafficDiffusion.com upon repayment of such returned or cancelled payments.
10 - PAYMENT POLICY:
Campaign rates vary with market conditions. TrafficDiffusion.com reserves the right to set market rates. Market rates are less any payment transaction fees, campaign referral fees, cost-of-money / bad-debt fees, and applicable ad serving fees. TrafficDiffusion.com reserves the right to set and negotiate specific payment terms on an individual basis. Publishers will typically be paid within 15 business days after the end-of-month. All accounts will be settled in (€ Euro (EUR)). No check will be issued for any amount less than
100 €. All unpaid earnings will rollover to the next pay period.
11 - LIABILITY POLICY:
(a) Indemnification: Publisher is solely responsible for any legal liability arising out of or relating to (i) the content and other material set forth on the Publisher Websites and/or (ii) any content or material to which users can link through the Publisher Websites (other than through an advertisement supplied by TrafficDiffusion.com). Publisher hereby agrees to indemnify, defend and hold harmless TrafficDiffusion.com and its information providers, officers, directors, affiliates, licensors, partners, licensees, contractors, agents, attorneys, employees, and third party service providers and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Publisher Websites; (b) arising out of any breach by Publisher of this Agreement (including any representation or warranty herein); or (c) relating to a contaminated file, virus, worm, or Trojan horse originating from the Publisher Websites.
(b) Warranty Disclaimer: THE SERVICES HEREUNDER, SYSTEMS AND CODE (COLLECTIVELY, THE "TrafficDiffusion.com MATERIAL") AND ALL CREATIVES, THIRD PARTY WEBSITES, APPLICATIONS AND/OR EMAILS (COLLECTIVELY, THE "THIRD PARTY PRODUCTS") ARE PROVIDED OR MADE AVAILABLE BY TrafficDiffusion.com ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND TrafficDiffusion.com EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PUBLISHER EXPRESSLY AGREES THAT PUBLISHER'S USE OF THE TrafficDiffusion.com MATERIALS AND THIRD PARTY PRODUCTS, OR ANY PARTY THEREOF, IS AT PUBLISHER’S SOLE RISK.
12 - Governing Law: This Agreement will be governed by and construed in accordance with the internal laws of the State of Italy, without regard or reference to the conflict of laws provisions thereof. Each party hereto agrees that all disputes and litigation regarding this Agreement and matters connected with its performance shall be subject to the exclusive jurisdiction of the courts of the State of Italy located in Milan, Italy.
Attorneys' Fees: If any action in law or in equity is necessary to enforce this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees and costs and expenses in addition to any other relief to which such party may be entitled.
13 - Ability to Enter into Agreement: By executing this Agreement, Publisher warrants that Publisher (or Authorized Representative of Publisher) is at least 18 years of age, and that there is no legal reason that Publisher cannot enter into a binding contract
14 - Termination:
TrafficDiffusion.com reserves the right to terminate any Publisher's relationship with the Network at any time.
Publisher will be paid, in the next scheduled payment cycle following termination, all legitimate, non-fraudulently accrued, earnings due up to the time of termination.
Termination notice may be provided in person or via email and will be effective immediately upon receipt.
Upon receipt of such termination notice, Publisher agrees to immediately remove from the Websites any and all of TrafficDiffusion.com’s software code supplied to Publisher for serving Creatives from Click-MegaCenter or otherwise . Upon termination all ties to referrals will be permanently severed and Publisher will not receive nor be entitled to receive future referral commissions hereunder.
15 - MISCELLANEOUS:
TrafficDiffusion.com assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text or
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