ADVERTISEMENT DISTRIBUTION AGREEMENT
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCEPTING IT AND REGISTERING FOR ADVERTISMENT DISTRIBUTION PROGRAM. IF YOU DO NOT ACCEPT IT, PLEASE DO NOT REGISTER FOR ADVERTISMENT DISTRIBUTION PROGRAM.
This document constitutes a binding agreement between You and SMARTSOFT MANAGEMENT LIMITED incorporated under the laws of Gibraltar (hereinafter referred to as the “Advertising Provider”) which explain Your rights and obligations with respect to Online Ad Distribution cooperation to be executed under the terms and conditions as set forth below.
1. TERMS AND DEFINITIONS
1.1. All capitalized terms used in this agreement shall have the meanings set forth below:
“Advertisement” or “Ad” means hypertext link, image link, pictures, graphics, photographs, animations, audio, visual, audiovisual works and text or other content constituting paid Ads from Advertisers that are provided by the Advertising Provider in order for You to distribute among End Users.
“Advertiser” means any third Party or agent thereof who has entered into an agreement with the Advertising Provider that obligates the third Party to pay the Advertising Provider for Valid Click to that third Party’s website(s).
“Search Results” means the search results, including Ads, provided by the Advertising Provider’s server in response to a Query submitted by a keyword(s).
“Account” means Your account to be opened in the Advertising Provider’s tracking and reporting system in order for You to see statistics of Clicks and manage placement Ads on Your Resource(s).
“Agreement” means this agreement and all Schedules thereto;
“Balance” means Your balance opened in the Advertising Provider’s tracking and reporting system which reflects statistics of Valid Clicks, Non-Valid Clicks made by End Users through Your Resource and aimed at calculating the amount of Revenue Share owed to You by the Advertising Provider.
“Balance Corrections” means corrections of Your Balance made by the Advertising Provider with respect to (a) refunds paid to the Advertisers by the Advertising Provider; (b) non-payments for traffic by Advertisers; (c) fraudulent Clicks, (d) inability to charge Advertisers due to system failure; and (d) any Traffic Quality Corrections, as applicable.
"Business Day" means a day (other than a Saturday or a Sunday) on which banks generally are open in Gibraltar for the transaction of general banking business.
“Click” means the action of an End User clicking on an Ad placed on Your Resource(s).
“Click Price” means the cost of each Valid Click made by End Users through Your Resource(s) as agreed between Advertisers and the Advertising Provider that may be changed from time to time without notification to You.
“Click Price Correction Coefficient” means those coefficients as may be determined by the Advertising Provider based on quality of traffic directed through Your Resource to Advertisers. Click Price Correction Coefficient may be defined in connection with each specific Advertiser, You and (or) each specific SubID Publisher, which may be changed by the Advertising Provider from time to time without giving notification to You. Click Price Correction Coefficient will be applied for purposes of avoiding Balance Corrections regarding traffic generated through Your Resource(s). Click Price Correction Coefficients do not apply retroactively and should the Advertising Provider determines any Click Price Correction Coefficients they shall be effective for subsequent Clicks only.
“Competent Authority” means any supranational, national, federal, state, county, local or municipal government body, bureau, commission, board of arbitration, tribunal, authority, agency, court having jurisdiction over this Agreement or any of the Parties.
“End User” means an individual accessing and using Your Resource(s);
“Effective Date” means the date of this Agreement taking effect which is the date when You accept this Agreement by ticking the box “I accept” on the Advertising Provider’s website at http://trafficadventure.net
“Filtration System” means the Advertising Provider’s system assessing compliance of a click with the requirements set forth in Schedule A of this Agreement.
“Intellectual Property” means any and all intellectual and industrial property rights, of all types or nature whatsoever, including without limitation: (i) patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice), including but not limited to any reissues, continuations, continuations-in-part, divisions, revisions, extensions or reexaminations thereof; (ii) trademarks, service marks, trade dress, trade names, corporate names, logos and slogans (and all translations, adaptations, derivations and combinations of the foregoing) and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv) computer software, programs, flow charts, programmers' notes, data and documentation; (v) trade secrets, confidential business information, database rights, inventions and know-how (including but not limited to ideas, formulae, compositions, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, financial and accounting data and related information); (vi) registrations, applications and renewals for any of the foregoing; and (vii) any other proprietary rights relating to any of the foregoing (including without limitation remedies against infringements thereof and rights of protection of an interest therein under the laws of all jurisdictions) - all of the foregoing whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world.
“Licensed Materials” means the Advertising Provider’s logo, trademarks, service marks, trade names and other Intellectual Property Objects which will be licensed to You under the terms and conditions of this Agreement.
“Net Revenue” means the aggregate amount of Click Price for corresponding reporting period multiplied by Сlick Price Correction Coefficient, if applicable, less Balance Corrections which may be made by the Advertising Provider.
“Non-Valid Clicks” means those clicks that are described in Schedule A of this Agreement. The Advertising Provider shall have the right, in its sole and reasonable discretion, to deem any click a Non-Valid Click.
“Resource(s)” means web site(s), web search engine(s), software, electronic document and/or other forms of media resources identified by You and approved in advance in writing by the Advertising Provider (or its authorized agent) for the specific purpose of distributing Ad in accordance with this Agreement. You shall not include any pop-up or pop-under displays.
“Revenue Share” means the amount of compensation to be payable to You by the Advertising Provider in consideration of Your performance of this Agreement, which is 70% of Net Revenue. It is agreed that Advertising Provided reserves the right to change the rate of Revenue Share and implement such change in the Advertising Provider’s system.
"Person" means any individual, entity, partnership, trust, company or governmental body or other body (whether incorporated or unincorporated);
“SubID Publisher” means a company participating in Your affiliate advertising network who distributes the Ads on its own website and generates Clicks to Advertiser’s websites.
“Traffic Quality Corrections” shall mean any deductions associated with the quality of End User traffic delivered by You and Your Resources, as the same is determined in the sole discretion of the Advertising Provider. In determining the amount or application of any Traffic Quality Corrections the Advertising Provider may consider, among other factors, the geographic origin, source and method of acquisition of such End User traffic, compliance of clicks with the technical requirements as set forth in Schedule A of this Agreement and other factors which the Advertising Provider may deem relevant from time to time. The Advertising Provider reserves the right to change such factors and make such assessments on an individual partner as well as network basis. The Advertising Provider shall be solely responsible for assessing and determining the quality of End User traffic and Clicks delivered by You.
“Term” means the term of this Agreement which is fully described in Section 5.1. of this Agreement.
“Valid Click” means a click of an interested End User through the Ad that (a) direct the End User’s Internet browser to a server of the Advertising Provider and ultimately to the website of an Advertiser, and (b) direct the End User’s Internet browser to the website of an Advertiser directly from which has been made voluntarily and passed through Filtration System.
“VAT” means value added tax.
“Query” means any search query initiated by You or End User through Your Resource using certain keyword(s) in order to receive and (or) distribute Ads under this Agreement.
"You", “Your”, “Yours” relates to you, Person who executes this Agreement and enters into contractual relations with the Advertising Provider.
1.2. Reference to:
1.2.1. a statutory or regulatory body shall include its successors and any substituted body;
1.2.1. an individual includes, where appropriate, his personal representatives;
1.2.1. the singular includes the plural and vice versa; and
1.2.1. one gender includes all genders.
1.3. In this Agreement, any phrase introduced by the words include, including, includes and such as are to be construed as illustrative and shall not limit the sense of the words preceding those words.
1.4. You and Advertising Provider may be separately hereinafter referred to as the “Party” and collectively referred to as the “Parties”.
1.5. The Schedules to this Agreement consist an integral part hereof and should there is any conflict between the provisions of this Agreement and Schedules thereto the provisions of Schedules shall prevail.
2. ONLINE ADVERTISEMENT DISTRIBUTION
2.1. According to the terms and condition herein the Advertising Provider shall provide Ads for display on Your Resource(s). In consideration of performance of this Agreement by You the Advertising Provider shall pay You the Revenue Share based on Net Revenue recognized from placement of Ads on Your Resource(s) in accordance with the terms of this Agreement.
2.2. The Advertising Provider will provide You with the codes which will ensure interaction of your Resource(s) with the Advertising Provider’s server. While an End User sends a Query on Your Resource the codes will analyze a Query and will request on the Advertising server corresponding Ad matching to End User’s Query made on Your Resource.
2.3. The Advertising Provider also agrees to provide You with Ads in XML format where You will send a Query to the Advertising Provider and the latter based on search results will provide on an auction basis the most relevant Ads with the highest Click Price for display on You Resources. In that event Your End Users will choose and click on one of Ads at which point they will be redirected to an Advertiser’s website through the Advertising Provider’s server.
2.4. You agree not to use any portion of the Ads for any purpose other than displaying on Your Resources unless otherwise permitted by the Advertising Provider. You shall not store on your servers, decode, analyze, modify, translate or convert the Ads provided to You by the Advertising Provider. You agree to display the Ads in the order, manner and format received from the Advertising Provider
2.5. You may distribute search results from the Advertising Provider to third parties provided that all third Party websites intending to display the Ads must be approved by the Advertising Provider before the Ads are displayed. If You fail to request approval for third Party websites then contract may be terminated by the Advertising Provider by giving a written notice with immediate effect. You have the right to use Search Results in an affiliate network with prior approval from the Advertising Provider for all third Party websites.
2.6. The Ads given by the Advertising Provider hereunder may be placed on You Resource(s) as long as it:
(a) does not violates an applicable laws and regulations;
(b) does not infringes Intellectual Property rights and other rights of third parties;
(c) does not contain adult-oriented or age-restricted products or services without applicable or required age-verification services;
(d) does not promote illegal pornography, hate, violence, or vulgarity related or other “undesirable” subjects or activities;
(e) is not within software installed on End Users’ computers (“spyware,” “adware,” or any similar software).
(f) does not contain or link to content that exploits children, such as child pornography (including cartoon child porn) or content that presents children in a sexual manner.
If in the Advertising Provider’s opinion Your Resource(s) does not comply with the requirements above the Advertising Provider may either suspend performance of is obligations under the Agreement upon written notice specifying a period of time to cure any inconsistencies and confirm that surrounding content of Your Resources does not violate the requirements above, or terminate the Agreement by giving to You written notice with immediate effect.
2.7. You shall not post misleading information with regard to the Advertisement Providers’ Search Results and Ads. You shall not act, either directly or indirectly, to encourage or require End Users, either willingly or unwillingly, to click on the Advertising Provider Ads and/or to generate Clicks through any means which could be reasonably interpreted as coercive, incentives, misleading, malicious, or otherwise fraudulent. It is agreed upon the Parties that the Advertising Provider may ignore Clicks or credit back Revenue Share payments, which it, in its sole and absolute discretion, believes are fraudulent.
3. PAYMENTS AND REPORTING
3.1. For each Valid Click the Advertising Provider will pay to You the Revenue Share on terms and condition below written.
3.2. You agree that Advertising Provider also can only pay You for Clicks for which it was able to charge Advertisers (i.e., in the event of system failure the Advertising Provider will not be liable to pay You for clicks delivered to Advertisers, but not recorded or charged to Advertisers accounts due to system failure). In the event of such system failure the Advertising Provider will have the right to make Balance Corrections at its sole and absolute discretion.
3.3. In case if the Advertising Provider decides to change the rate of Revenue Share it shall give You at least 1 (one) day prior written notice before a corrected amount of Revenue Share will be implemented in the Advertising Providers’ system.
3.4. The reporting and payment periods under this Agreement are as follows:
1st reporting period (1-15 days of each calendar month of the Term)
16-18 days of each calendar month of the Term
2nd reporting period (16 day until the end of each calendar month of the Term)
1-3 days of each calendar month of the Term following corresponding reporting period
Notwithstanding the foregoing, the Advertising Provider upon giving to You at least 7 (seven) days prior written notice may either prolong or shorten the reporting and (or) payment periods under this Agreement.
3.5. All payments will be made by the Advertising Provider in U.S. Dollars, by means of bank transfer to Your designated bank account unless other methods of payment will be separately agreed upon by the Parties hereto.
3.6. The Advertising Provider shall only be required to make Revenue Share Payments if the compensation accrued by You in a given reporting period exceeds 500 (five hundred) U.S. Dollars. If the compensation accrued by You in a given reporting period is less than 500 (five hundred) U.S. Dollars, then no Revenue Share Payment shall be made for that period and Revenue Share Payment for that reporting period shall be carried over to the next reporting period in which the Advertising Provider makes a Revenue Share payment as long as the amount of compensation to You for consecutive reporting periods exceeds 500 (five hundred) U.S. Dollars.
3.7. The Advertising Provider will be solely responsible for: (a) tracking and calculating Valid Clicks delivered and all other traffic measurements or data; (b) determining the quality of each Valid Click; and (c) reporting and calculating Net Revenue and Revenue Share owed to You. No other traffic measurements or calculations will be deemed relevant nor affect either Party’s performance under this Agreement. The traffic measurements and data of the Advertising Provider shall be determinative of the payment obligations hereunder.
3.8. Tracking of statistics of Your Balance for purposes of reporting will be updated on a daily basis. At Your prior written request at least 5 (five) days before the end of each reporting period the Advertising Provider will deliver to You written report showing the statistics of Valid Clicks, Invalid Clicks and Balance Corrections made in corresponding reporting period.
3.9. The Advertising Provider is free to make Balance Corrections at any time it deems necessary. In the event the Advertising Provider makes Balance Corrections after the amount of Revenue Share for corresponding reporting period has been paid out to You, it has the right to deduct the difference between Your current positive Balance and the amount of Balance Correction. Should Your Balance is zero the Advertising Provider will put in Your Balance negative amount equal to the amount of shortfall which then will be off-set against Revenue Share payments to be transferred to You in future.
3.10. The Parties believe that the payments due to each of them under this Agreement are not chargeable to VAT or any other form of sales tax. If, nevertheless, any VAT is payable by either Party to a relevant tax authority in connection with its receipt of any amounts due hereunder, the Party liable to pay the VAT charge shall use all reasonable endeavours to recover all amounts paid in this regard.
3.11. Each Party shall be responsible for determining whether it has any liability to taxes, levies and other duties in respect of any amounts that it receives pursuant to this Agreement and then paying any such taxes, levies or duties for which it is liable.
3.12. If the Advertising Provider is obliged by applicable laws to make any withholding or deduction for any tax imposed, levied, collected, assessed, deducted or withheld by or within the jurisdiction in which the Advertising Provider is organised or resident for tax purposes then the Advertising Provider shall pay over to the relevant taxing jurisdiction the full amount required to be deducted, withheld or otherwise paid by the Advertising Provider provided that in that the advertising Provider does not have to pay any additional amount equal to the amounts of withholding or deduction to You.
3.13. You agree at the request of the Advertising Provider complete, in accordance with the reasonable timeframe specified by the Advertising Provider in the written notice, any applicable forms, certificate or other documents and do such other things (including, without limitation, the filing of such forms, certificates or other documents) as are reasonably necessary for the Advertising Provider to be able to make payments under this Agreement free from or subject to the lowest possible rate of such withholding or similar tax.
4. LICENSE TO THE LICENSED MATERIALS
4.1. Subject to the terms and condition herein the Advertising Provider grants to You revocable, limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royaltee-free license during the Term to use, reproduce and publicly display on Your Resource(s) Licensed Materials designated by Advertising Provider and provided to You in order to promote the Advertising Provider and its business,
4.2. With respect to any Ads displayed on Your Resource(s) You shall display the Advertising Provider’s Licensed Materials in the same format as other search engine’s logos, service marks or names appear on Your Resource(s). For example, if other search engines are listed by logo and the logo provides the End User with the ability to click to the search engine website, the Advertising Provider website will also be identified by logo with associated click-through ability.
4.3. Except as expressly permitted by this Agreement or authorised in writing by the Advertising Provider You shall not, nor permit others to:
(a) copy, modify or distribute the Licensed Materils, any part of it, or any copy, adaptation, transcription of it;
(b) transfer, loan, lease, assign, rent, or otherwise sublicense the Licensed Materials;
(c) remove any copyright, proprietary or similar notices from the Licensed Materials (or any copies of it);
(d) use the Licensed Materials in a manner other than agreed by the Parties hereto.
4.4. With respect to the protection of Confidential Information granted under Section 6 of this Agreement, all information and data provided to the Advertising Provider by End Users of Your Resources or otherwise collected by the Advertising Provider from Your End Users will be retained and owned exclusively by the Advertising Provider.
5. TERM AND TERMINATION
5.1. Unless otherwise provided for hereunder this Agreement will be effective as of the Effective Date and unless terminated by mutual agreement of the Parties in writing.
5.2. Notwithstanding Section 5.1. above, the Advertising Provider reserves the right for earlier termination of this Agreement upon written notice with immediate effect in the events as follows:
(a) in case You fails to perform the obligations under this Agreement within 30 days in succession or in the aggregate;
(b) in case if You committed a material breach of this Agreement;
(c) in case if in the Advertising Provider’s reasonable opinion You or Your Resources deliver the traffic of unsatisfactory quality;
(d) in other cases set forth in this Agreement.
(e) in other cases at the Advertising Provider’s discretion.
5.3. As an alternative to exercising (and without prejudice to) any termination right hereunder, the Advertising Provider may, in its absolute discretion opt to suspend the operation of this Agreement in whole or part on terms to be notified to You in writing.
5.4. Unless otherwise agreed hereunder, You have the right to terminate this Agreement by giving to the Advertising Provider at least 30 (thirty) days written notice in case if You do not agree with the change of Revenue Share made by the Advertising Provider pursuant Section 3.3. above.
5.5. Upon the date of termination, all rights and obligations of the parties will terminate except: (a) each Party’s duty of confidentiality pursuant to Section 6 below; (b) the obligation of the Advertising Provider to make any outstanding Revenue Share payments to You in accordance with Section 3 above; and (c) You shall remove the Advertising Provider’s Intellectual Property from Your Resources and return or, at the Advertising Providers’ written request, destroy any media containing any Intellectual Property belonging to the Advertising Provider.
6.1. In this Agreement “Confidential Information” includes:
(a) all information in whatever medium relating to the trade secrets, operations, processes, plans, intentions, product information, know-how, designs, market opportunities, transactions, affairs and/or business of a Party and/or its customers, clients, suppliers, holding companies and/or subsidiaries:
(b) the terms or subject matter of this Agreement;
(c) the negotiations relating to this Agreement.
6.2. Each Party shall both during this Agreement and thereafter:
(a) keep all Confidential Information disclosed to it by the other Party strictly confidential;
(b) not disclose any such disclosed Confidential Information to a third Party, other than to such of its employees and/or officers as will of necessity acquire it as a consequence of the performance of that Party's obligations under this Agreement, and only then provided that the relevant Party shall ensure that each such employee and/or officer shall keep such Confidential Information confidential and shall not use any of it for any purpose or disclose it to any person, firm or company other than those for which or to whom that Party may lawfully use or disclose it under this Agreement;
(c) use Confidential Information disclosed to it only in connection with the proper performance of this Agreement.
6.3. Section 6.2. shall continue in force after and despite the expiry or termination of this Agreement, whatever the reason for termination.
6.4. Section 6.2. of this Agreement shall not apply to any Confidential Information to the extent that it:
(a) comes within the public domain other than through breach of Section 6.2. above;
(b) is required or requested to be divulged by any Competent Authority to which either Party is subject, wherever situated;
(c) is disclosed on a confidential basis for the purposes of obtaining professional advice; or
(d) is known to the receiving Party before the disclosure to it;
(e) is disclosed with the other Party's prior written approval to the disclosure.
6.5. Upon the termination of the Agreement, or at the Party’s request, the other Party shall deliver all files, documents, computer programs and other media received (and all copies and reproductions of any of the foregoing) to the extent that the same contain Confidential Information and shall, so far as reasonably practicable, permanently erase any Confidential Information from any computer, word processor or other device containing, comprising or including Confidential Information. Upon the request of the Party, the other Party shall certify in writing that it, and each of its representatives to whom Confidential Information has been provided, has complied with foregoing provisions.
7. REPRESENTATIONS AND WARRANTIES
7.1. The Advertising Provider represents and warrants that: (a) it is duly incorporated and validly existing under the laws of the jurisdiction in which it is incorporated (or, if different, have its principal place of business) and is fully qualified and empowered to own its assets and carry out its business; (b) it has full power and authority to enter into this Agreement that; and (c) it has all consents, approvals, licenses and permissions, necessary to perform all of its obligations hereunder and for You to exercise all of its rights hereunder.
7.2. You represent and warrant that: (a) all of the information provided by You to the Advertising Provider while registration process is correct and current; (b) You are duly incorporated and validly existing under the laws of the jurisdiction in which You are incorporated (or, if different, have your principal place of business) and are fully qualified and empowered to own Your assets and carry out Your business; (c) You have full power and authority to enter into this Agreement and perform the rights and obligations hereunder; (d) as of the date hereof and immediately up to the date of termination of this Agreement You have all consents, approvals, licenses and permissions, necessary to perform all of Your obligations hereunder and for the Advertising Provider to exercise all of its rights hereunder; (e) this Agreement constitutes Your legal, valid and binding obligation, enforceable against You in accordance with its terms; (f) Your obligations under this Agreement are not against law or will not breach any other agreement to which You are the Party. You further represent and warrants that the display of ADs hereunder comply and will continue to comply during the Term with the terms of the License, the agreements and requirements set forth under this Agreement.
7.3. You agree and acknowledge that all codes and content are provided hereunder on an “as is” basis without warranties of any kind, either express or implied, including but not limited to any warranty of any kind or nature with respect to the nature, reliability or accuracy of the codes or content or any implied warranty of merchantability or fitness for a particular purpose or use.
8.1. You agree, at Your own expense, indemnify, defend and hold harmless the Advertising Provider and the affiliates, directors, officers, employees, representatives, agents and business partners (e.g. relevant Advertisers, licensors, licensees, consultants, customers and contractors) of the Advertising Provider from and against any claim, demand, action, investigation or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses arising therefrom (hereinafter referred to as the “Claim”), brought by any third party against the Advertising Provider to the extent that such a claim is based on, or arises out of: (a) Your breach of warranties and representations given in Section 7 of this Agreement; (b) an allegation that Your performance of this Agreement violate any applicable laws, rules or regulations or infringe the rights of any third party, including but not limited to Intellectual Property rights, privacy and publicity rights, claims of defamation, false or deceptive advertising claims and consumer fraud; (c) Your breach of any term of this Agreement.
8.2. All indemnity obligations arising under this Section 8 of this Agreement will be subject to the following requirements:
(a) the indemnified party will provide the indemnifying party with prompt written notice of any Claim specifying (i) the factual basis for such Claim, and (ii) the amount of the Claim;
(b) the indemnified party will permit the indemnifying party to assume and control the defense of the Claim upon the indemnifying party’s written acknowledgment of its obligation to indemnify;
(c) upon the indemnifying party’s written request, and at no expense to the indemnified party, the indemnified party will provide the indemnifying party with all available information and assistance reasonably necessary for the indemnifying party to defend the Claim.
8.3. The indemnifying party will not enter into any settlement or compromise of the Claim without the indemnified party’s prior written approval, which shall not be unreasonably withheld, except a settlement or compromise that: (i) is full and final with respect to the Claim; (ii) does not obligate the indemnified party to act or to refrain from acting in any way; (iii) does not contain an admission of liability on the part of the indemnified party.
9. LIMITATION OF LIABILITY
9.1. Except any indemnification and confidentiality obligations hereunder or your breach of any intellectual property rights and/or proprietary interests relating to this Agreement, (i) in no event shall either Party be liable under this Agreement for any consequential, special, indirect, exemplary, or punitive damages whether in contract, tort or any other legal theory, even if such Party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy and (ii) the Advertising Provider’s aggregate liability to You under this Agreement for any claim is limited to the net amount of Revenue Share payments paid to You during the 1 (one) month period immediately preceding the date of the claim.
9.2. You agree and acknowledge that the Advertising Provider will not revise the Ads received from Advertisers before sharing with You and therefore in no event the Advertising Provider will bear any liability for content, wording, factual information, Intellectual Property Rights contained within the Ads distributed under this Agreement. Also it is agreed that any and all liability for infringements of any applicable laws or any third party’s rights by displaying of Ad must bear the Advertiser whose Ad has been displayed on Your Resource(s).
10.1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof and thereof. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by either Party hereto.
10.2. Amendments and Modifications. Any provisions of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing. The Advertising Provider may amend or modify the terms and conditions of this Agreement from time to time. In the event the Advertising Provider makes such amendments and (or) modifications it will update this Agreement and give corresponding written notification in a prominent position on its website. If You do not agree with an updated version of this Agreement You have the right for termination by giving to the Advertising Provider written notice within 7 (seven) Business Days of the Advertising Provider’s notification of its website. If You fail to do that and continue performing Your obligations hereunder You will be deemed accepting an updated version of the Agreement and any modifications and amendments thereto.
10.3. No Waivers. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
10.4. Assignment. Except as expressly set out below neither Party shall assign, transfer, charge, create a trust over or otherwise deal in its rights and/or obligations under this Agreement (or purport to do so) without the other Party's prior written consent. The Advertising Provider may assign or transfer its rights and obligations under this Agreement to any of its affiliates or any purchaser of the Advertising Provider’s business in whole or in part at any time.
10.5. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with English law. The parties agree that the courts of England shall have exclusive jurisdiction to hear and determine any suit action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement, and for such purposes they hereby irrevocably submit to the exclusive jurisdiction of such courts. The parties agree not to assert that such jurisdiction is a “forum non-conveniens” or any similar argument attempting to avoid the jurisdiction of the courts of England.
10.6. Nothing contained in Section 10.4 above shall limit the right of a Party to enforce judgments of the courts of England hereunder, in any court in any other jurisdiction, and nothing shall prevent a Party from bringing any suit, action or proceedings hereunder in the courts of any other jurisdiction if the first Party was for any reason unable to enforce a judgment rendered by the English courts in any such other jurisdiction.
10.7. Severability. If any provision of this Agreement is held or made invalid or unenforceable for any reason, this Agreement will be construed as if that provision had never been contained herein, but considering the original intentions of the Parties.
10.8. Notices. Any notice required or permitted hereunder shall be in writing and shall be delivered either by overnight courier, or by confirmed facsimile, or certified mail, or by prepaid first class post to the relevant Parties hereto at the address of the Parties (as may be changed by each of the parties from time to time) – the Advertising Provider’s address as set forth in this Agreement and Your address filled in the registration form. Any notices that would be treated as received out of Business Hours shall be deemed given on the next Business Day. Any notices that would be treated as received out of Business Day shall be deemed received on the following Business Day. Notices by e-mail are deemed to be made in writing. The Parties agree that electronic mails are official and are subject to obligatory execution. The Party which has sent the email to another Party is not obliged to send subsequently the document on paper. The electronic mail shall be deemed received by the Party unless within 1 (one) Business Day sending Party receives the notice that the mail has not been delivered to recipient. In case if the Party’s e-mail address is changed, such Party is obliged to serve a notice to another Party within 1 (one) business day via e-mail or by fax. If either Party fails to serve the above mentioned notice to another Party, then former e-mail addresses are deemed to be appropriate for purposes of communication.
10.8.1. The Parties also agree that for purposes of notices between the Parties the Advertising Provider has the right to publish any corresponding information on its official websites at which point any such information published shall be deemed written notice to You. Such a notice in writing shall be considered given as of the date of its release in the Advertising Provider’s website, as long as it is released on Business Day.
10.9. Force Majeure. No Party will be liable hereunder (and their performance shall be excused under this Agreement) by reason of any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrection, terrorism, fires, flood, storm, explosions, earthquakes, Internet outages beyond the reasonable control of such Party, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such Party. If the Force Majeure prevents the Party from materially complying with its obligations under this Agreement and it continues for more than 30 days, the other Party may terminate this Agreement with immediate effect by giving written notice.
10.10. Relationship of the parties. Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall be construed as creating a partnership or joint venture of any kind between the Parties or as constituting either Party as the agent of the other Party for any purpose whatsoever. No Party shall have the authority to bind the other Party or to contract in the name of or create a liability against the other Party in any way or for any purpose.
10.11. No Third Party Beneficiary. Nothing in this Agreement, express or implied, is intended to confer upon any Party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
10.12. Advice of Legal Counsel. Each Party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement.
11.1. By clicking the box “I accept” and filling the registration form on the Advertising Provider’s website at http://trafficadventure.net You hereby enters into this Agreement with the full understanding and acceptance of all terms and conditions hereof.
12. ADVERTISING PROVIDER’S CONTACT INFORMATION
Company Name: SMARTSOFT MANAGEMENT LIMITED.
Registered address: Suite 925a,Block 8/9, Europort, Gibraltar
INVALID CLICKS REFERENCE
Clicks from blocked IP ranges.
Request to a wrong or corrupted click link
Advertiser click cap.
Click in less then 2 seconds after the request.
Click on the same ad by the same user in 24 hours.
Click on the ad 10 minutes later the request.
Click and request referer (&ref parameter and click header) mismatch.
Invalid User Agent
Click and request useragent (&useragent parameter and click header) mismatch.
Click and request IP (&ip parameter and user IP) mismatch.
Invalid JS Refferer
Browser click and request referer (&ref parameter and browser referer) mismatch.
Clicks with no cookie support.
Click on the different or altered ad than returned by the server.
Click from a different domain then in the request.
Wrong captcha anwser.
Click on the Ad with a different keyword.
Click on the same ad in 24 hours.
This policy covers how we use your personal information. We take your privacy seriously and will take all measures to protect your personal information.
Any personal information received will only be used to fill your order. We will not sell or redistribute your information to anyone.
If you are not satisfied with your traffic order, within 14 days from the purchase date, we will refund the cost of your order after you provide us the detailed explanation and all the requested data for the investigation of this case.
Your account may be terminated without any prior notice and refunds if Your Ad(s) or Resource(s):
(a) violate an applicable laws and regulations;
(b) infringe Intellectual Property rights and other rights of third parties;
(c) contain adult-oriented or age-restricted products or services without applicable or required age-verification services;
(d) promote illegal pornography, hate, violence, or vulgarity related or other "undesirable" subjects or activities;
(e) install, contain, promote or link to "spyware," "adware," or any similar software.
(f) contain or link to content that exploits children, such as child pornography (including cartoon child porn) or content that presents children in a sexual manner.
(g) does not have any content, have multiple redirects or provide bad user experience in general.
If in the Advertising Provider's opinion Your Resource(s) does not comply with the requirements above the Advertising Provider may either suspend performance of is obligations under the Agreement or terminate the Agreement by giving to You written notice with immediate effect.