Last updated: 26 November, 2024
Please read these Advertiser Terms and Conditions carefully.
These Advertiser Terms and Conditions presented here (“Advertiser Terms”), together with the Insertion Order (“IO”), Privacy Policy, Cookie Policy, and any other applicable rules or policies published on this website or provided to you, collectively form the agreement (the “Agreement”). This Agreement governs the relationship between Skyforge Digital AG, with its company registration number CHE-481.990.668 and with its registered address at Chamerstrasse 176, 6300 Zug, Switzerland (the “Adtrafico”), and you as the advertiser (“Advertiser,” “you,” or “your”). These Advertiser Terms govern your access to, and use of the website located at https://www.adtrafico.com (the “Website”) and the services provided through the Website (the “Service” or “Services”). The Advertiser identified in the IO agrees to be bound by this Agreement. Hereinafter, the Adtrafico and the Advertiser are individually referred to as the “Party” and collectively as the “Parties”. Your use of the Website, Services, or any additional products and services offered by Adtrafico confirms your full agreement to comply with the terms of the Agreement. Upon request, you agree to provide a signed, non-electronic version of this Agreement or the applicable Insertion Order.
For the purposes of this Agreement, the term “Advertiser” refers to any individual, company, or entity registering with Adtrafico as an advertiser to use the Website for promoting products, services, or brands. This definition also includes, but is not limited to, parent companies, subsidiaries, owners, publishers, predecessor or successor entities, as well as any agents, officers, directors, or employees acting on their behalf.
By accessing or using the Services and the Website, you represent and warrant that you are at least 18 years old or have reached the legal age of majority in your country or state of residence, whichever is higher. If you access the Service on behalf of a legal entity, you also represent and warrant that you have the necessary authority to act on behalf of that entity and bind it to this Agreement.
If you do not fully agree with these Advertiser Terms, you are strictly prohibited from: (i) accessing or using the Service; (ii) registering as an Advertiser; or (iii) using the Website in any manner or form.
1. Key Terms and Definitions
1.1. For the purposes of this Agreement, the following terms shall have the meanings assigned to them, unless otherwise stated by the Parties:
1.1.1. Advertising and Information Module (AIM) – refers to a graphical, textual, or combined text-and-graphical information unit, either static or animated, which can appear in rectangular, square, or other shapes. AIMs are displayed on web pages or applications designated by Adtrafico or its Publishers and include a jump code (hypertext link) directing users to the Advertiser’s website (such as a lead generation page) or application store. The types and formats of AIMs used in connection with this Agreement are determined solely at Adtrafico’s discretion.
1.1.2. Adtrafico’s Publisher – refers to any individual, company, or legal entity that takes part in Adtrafico’s publishers’ program by marketing and promoting the Advertiser’s products, services, or platform through their own marketing channels.
1.1.3. Integration methods – represent the technical methods for transferring lead generation data between the Advertiser’s system and the Adtrafico’s system, and vice versa. The following types of integration may be applied between the Advertiser and the Adtrafico:
(a) API Integration – a system interface for cooperation between Adtrafico’s and Advertiser’s systems, allowing lead measurement and data exchange. The parameters of this integration will allow for lead source identification and other features, which will be mutually agreed upon by the Parties according to the technical needs and capabilities of their systems;
(b) Control Pixel – a software-based counter used in the control system of internet advertising and audits, represented as an invisible 1×1 pixel image and/or XML file;
(c) Postback Integration – a server-to-server integration through a specific link that enables the Advertiser’s system to transfer lead data to Adtrafico’s system. This integration also allows Adtrafico’s system to register leads. Additional parameters in the URL help identify the lead source and other features, which will be mutually agreed upon by the Parties based on the technical requirements and capabilities of their systems.
1.1.4. Lead – denotes an action performed by an internet user, as predetermined by the Advertiser on their website or in an application store, such as requesting additional information, site registration, form submission, downloading an application, completing a sale, making a deposit, submitting credit card information, paying a small amount, confirming via email, or similar actions. The occurrence of a Lead is tracked using special control pixels placed on selected websites, or through API or postback responses if one of these integration methods has been agreed upon by the Parties. The specifics of lead characteristics, placement, and performance will be agreed upon by the Parties in the IO before the advertising activity begins.
1.1.5. Lead generation parameters– represent the specific conditions and procedures used to determine which user actions on the Advertiser’s website qualify as Leads.
1.1.6. Statistics Data – refers to a detailed report on the completion of Leads by users on the Advertiser’s websites, including information on the scope of services rendered.
1.1.7. System (System of Internet Advertising and Audit Management) – means the computer software used by both Parties for setting rates for Leads and collecting statistical data related to the services provided under this Agreement.
1.1.8. Request – refers to a formal request from the Advertiser detailing the order for services under the Agreement, specifying requirements and limitations for placing AIMs and generating leads. It also includes other essential terms of the order, such as service delivery timelines and pricing (tariffs) for the services.
1.1.9. Web page – a distinct, integral part of the website, a separate document on the Internet that is generated on the basis of HTML, which is identified by a unique address (URL), containing the information (text, graphics, audio and video files). Except otherwise specified, in this Advertiser Terms the word“website” means the information resource on the Internet with a unique URL address, consisting of interconnected web pages, united thematically, and intended for publishing of the information via the Internet.
1.1.10. User(s) – refers to individuals accessing and interacting with the Advertiser’s website(s).
1.2. Terms not explicitly defined in this Section shall be interpreted in line with common market practices. In the event of any dispute or ambiguity concerning definitions, the Parties agree to rely on prevailing market standards and generally accepted practices in the digital advertising industry.
2. Purpose and Scope of Services
2.1. Adtrafico operates an advertising platform that grants Advertisers access to its network of publishers (“Publishers”) for the purpose of promoting Advertiser campaigns. The Advertiser agrees to utilize the platform to place and manage advertisements for their products and services on a cost-per-action (CPA) basis. Under this model, the Advertiser will pay for specific actions (e.g., leads, sales, clicks, or other conversions) or on such other terms and conditions as detailed in the IO or as mutually agreed upon by both Parties.
2.2. Adtrafico uses proprietary tracking tools and reporting systems to monitor and measure the performance of Advertiser campaigns. The Advertiser shall ensure the correct implementation of tracking pixels, links, or any other tracking technologies (“Tracking Tools”) on their systems to enable accurate performance tracking. Adtrafico shall not be liable for any discrepancies resulting from the Advertiser’s failure to correctly implement the required Tracking Tools.
2.3. The scope of Services, lead generation parameters, deadlines, and other essential terms shall be detailed in the IO prior to the commencement of advertising activities. The IO constitutes an integral part of this Agreement. To ensure proper record-keeping of Advertiser campaign activities and their results, including lead generation performance and statistical processing, the Parties agree to use the Advertiser’s internet advertising management and audit system (except as otherwise specified in Clause 6.3 of this Agreement). Data from this system will serve as the basis for determining the scope of Services rendered and for calculating payments owed.
2.4. Adtrafico provides the tools and infrastructure necessary for the Advertiser to run its campaigns but makes no guarantees regarding specific results, traffic levels, lead volume, conversions, or revenue generated from any campaign. Campaign performance depends on market conditions, targeting strategies, and the attractiveness of the Advertiser’s offer.
3. Rights and Obligations
3.1. Rights of Adtrafico
3.1.1. Adtrafico reserves the right to refuse to accept any order or placement of AIM at its discretion, particularly if the advertisement is suspected to violate applicable laws contains inappropriate content or does not meet generally accepted moral and ethical standards.
3.1.2. Adtrafico may engage third parties, including advertisement distributors and affiliated marketers, to perform services under this Agreement.
3.1.3. Adtrafico may unilaterally suspend the provision of services if there is a failure in the operation of the pixel, postback, or API. Such suspension may last until the circumstances surrounding the issue are clarified and resolved.
3.1.4. In the event of late payment for Services by the Advertiser, Adtrafico reserves the right to suspend the acceptance of new service Requests until the outstanding payments are made.
3.2. Obligations of Adtrafico
3.2.1. Adtrafico shall provide the necessary software tools to permanently record the completion of the Advertiser’s Leads and ensure that no intentional actions are taken that could lead to malfunctions or improper operation.
3.2.2. Adtrafico shall provide statistical data on the completion of the Advertiser’s Leads upon request.
The Advertiser acknowledges and agrees that since Adtrafico is not the owner of the websites where AIM is placed, it cannot control the content of posted information. As a result, Adtrafico shall not be liable for the enforcement of restrictions on certain types of information posted by the website owners.
3.3. Rights of the Advertiser
3.3.1. The Advertiser is entitledto provide the Adtrafico with service Requests during the term of the Agreement.
3.4. Obligations of the Advertiser
3.4.1. The Advertiser shall designate an authorized representative to address any ongoing issues related to the provision of Services under this Agreement.
3.4.2. The Advertiser shall ensure timely and full payment for Adtrafico’s Services in accordance with the Agreement and the IO.
3.4.3. The Advertiser shall provide Adtrafico with all necessary information and materials for the fulfilment of the Agreement and immediately notify Adtrafico of any changes to previously provided materials. The Advertiser acknowledges that failure to provide or properly configure the required information and materials may impact the quality and accuracy of Services, for which Adtrafico shall not be liable.
3.4.4. The Advertiser shall bear full responsibility for ensuring that the content of the Advertising Materials complies with all applicable laws, regulations, and ethical standards. Adtrafico shall not be liable for any claims, damages, or penalties arising from the use or dissemination of the Advertising Materials.
3.4.5. The Advertiser shall provide Adtrafico with the necessary Advertising Material (as defined below), technical information, and assistance to establish a link to the Advertiser’s website, following Adtrafico’s guidelines and instructions, which may be updated from time to time.
3.4.6. The Advertiser shall maintain records of Lead generation and provide Adtrafico with statistical reports on Services rendered in accordance with the terms of this Agreement.
3.4.7. The Advertiser shall place Adtrafico’s Control pixel, other tracking pixel(s), or any other necessary mechanisms as requested by Adtrafico for monitoring and recording the performance of any campaign.
3.4.8. The Advertiser shall immediately notify Adtrafico of any issues that cause the inoperability of Postback, API, or Control pixel, as well as any software code-related tasks. The Advertiser acknowledges that in the event of removal or blocking of the Control pixel, Postback, or API, Adtrafico will not be liable for the quality of Services provided under this Agreement.
4. Advertiser Account Registration
4.1. To access certain features or Services on the Website, the Advertiser may be required to create an account. By registering for an account, the Advertiser agrees to provide accurate, up-to-date, and complete information during the registration process. It is the Advertiser’s responsibility to ensure that the details submitted during account creation reflect accurate and truthful information. Furthermore, the Advertiser agrees to promptly update any information as necessary to maintain its accuracy and completeness throughout the duration of the Agreement.
4.2. The Advertiser acknowledges that they are solely responsible for maintaining the confidentiality of their account credentials, including usernames, passwords, and other access details. The Advertiser assumes full responsibility for all activities conducted under their account and agrees to:
(a) inform Adtrafico immediately of any unauthorized use of their account or any security breaches that may jeopardize the confidentiality of their account credentials;
(b) refrain from allowing any third party to access or use their account, except as expressly authorized by Adtrafico;
(c) avoid using another individual’s or entity’s account for their own purposes.
4.3. The Advertiser is allowed to create one (1) account using their legal identity. If the Advertiser requires additional accounts, they must obtain prior written approval from Adtrafico. If Adtrafico discovers multiple accounts associated with the same individual or legal entity that was created with the intent to deceive or manipulate Adtrafico or its partners, Adtrafico reserves the right to restrict, deny, or terminate any such accounts.
4.4. Adtrafico or a third-party payment provider may require the Advertiser to verify their identity and location for compliance purposes. The Advertiser acknowledges and agrees that Adtrafico may, at any time, request Know Your Customer (KYC) verification, payment details, and supporting documentation to confirm the Advertiser’s identity and compliance with applicable regulations. Adtrafico may engage a third-party service provider to conduct KYC verification. Failure to comply with such requests, including providing the necessary documentation to the third-party service provider, may result in suspension or termination of the Advertiser’s Account and forfeiture of any remaining balance. If Adtrafico determines, at its sole discretion, that the information provided by the Advertiser during the registration process or thereafter is inaccurate, misleading, or untruthful, Adtrafico may immediately suspend, restrict, or terminate the Advertiser’s account.
5. Advertising Materials
5.1. The Advertiser grants Adtrafico and its affiliated marketers a non-exclusive, worldwide, sublicensable, royalty-free license to use, perform, reproduce, display, transmit, modify, copy, and distribute the advertising content provided by the Advertiser. According to the IO and this Agreement, this includes all trade names, trademarks, images, logos, brand features, and other materials collectively referred to as “Advertising Materials”. The Advertiser warrants that they hold all necessary rights, licenses, and permissions to grant such usage rights and agrees to indemnify and hold Adtrafico harmless from any claims, damages, or liabilities arising from the use of these Advertising Materials by Adtrafico or its publishers. Adtrafico retains the right to edit or modify Advertising Materials exclusively to meet technical standards, ensuring that the substantive content remains unchanged.
5.2. At its sole discretion, Adtrafico may reject, suspend, or cancel any campaign or Advertising Material it deems unsuitable or inappropriate for publication for any reason. This includes cases where the material may expose Adtrafico to potential civil or criminal liability, harm its reputation, or violate moral, ethical, or legal standards. Adtrafico also reserves the right to take similar actions if a campaign is deemed offensive or objectionable. These decisions are final, and no damages or reimbursements will be provided to the Advertiser for such actions.
5.3. Adtrafico disclaims all liability for the content of Advertising Materials provided by the Advertiser or created and used by Adtrafico’s affiliate marketers. The Advertiser assumes sole responsibility for ensuring their materials comply with all applicable laws, regulations, and ethical standards. Adtrafico shall not be held liable for direct or indirect damages, foreseeable or otherwise, caused by inappropriate or unlawful content.
5.4. The Advertiser agrees to indemnify and hold Adtrafico and its Publishers harmless from any claims, damages, penalties, or liabilities arising from the use, publication, or distribution of the Advertising Materials.
5.5. The placement, location, and delivery time of any Advertising Material, as well as the specific amount and quality of traffic, publications, conversions, or clicks on any Advertising Material, are not guaranteed by Adtrafico. Unless otherwise specified in the IO and agreed upon by the Parties, Adtrafico holds sole discretion over the timing, positioning, and distribution of the Advertising Material for any campaign or campaigns. Any delays or modifications in the timing, placement, or distribution of Advertising Materials brought on by outside circumstances or technological difficulties are not the responsibility of Adtrafico.
6. Service Fees and Payment Terms
6.1. The prices and rates for services provided by Adtrafico will be agreed upon by the Parties in the Insertion Order (IO), based on the lead generation parameters and conditions selected by the Advertiser before any advertising activities begin.
6.2. In order for Adtrafico to provide the Services, the Advertiser thus covenants, pledges, and agrees to pay Adtrafico the amounts specified in the IO as well as any other payments that the Parties may agree upon.
6.3. To effect payments, the Advertiser must submit calculations within ten (10) calendar days after each billable month or another agreed-upon period. Adtrafico reserves the right to dispute the Advertiser’s calculations, with Adtrafico’s tracking platform calculations prevailing unless the Advertiser can prove an error on Adtrafico’s part. After the calculations are confirmed, Adtrafico shall issue an invoice to the Advertiser. If the Advertiser fails to provide the aforementioned report to Adtrafico within the specified time frame, Adtrafico retains the right to issue and send an invoice based on its calculations, and the Advertiser will not be entitled to dispute such calculations. In this situation, the Advertiser is still required to submit the aforementioned report and shall do so within ten (10) calendar days of Adtrafico issuing the relevant invoice. If the Advertiser’s calculations show that the Adtrafico is entitled to the additional fee related to the supplied Services, the Adtrafico retains the right to either issue an additional invoice or include this fee in the invoice for the following billing period.
6.4. The Advertiser agrees to promptly pay all amounts listed in the invoices, including applicable taxes (e.g., VAT, sales tax, or any similar levies), without set-off. Failure to pay may result in additional legal or collection costs, which will be borne by the Advertiser. These amounts may also include deductions, abatements, or compensations, all in accordance with the conditions of this Agreement and the extra conditions outlined in the IO. Payments are due within 15 calendar days from the invoice date, unless otherwise stated in the IO. The reporting period shall not exceed 1 (one) month (hereinafter “Reporting Period”). Failure to invoice within a Reporting Period does not waive Adtrafico’s right to request payment at a later date.
6.5. Services provided by Adtrafico shall be paid by wire transfer in the currency and according to the payment details specified in Adtrafico’s invoice. If agreed upon by both parties, other payment methods such as Payoneer, Paxum, PayPal, and similar services are acceptable. The payment date is considered the date the funds are received in Adtrafico’s account. If payments under this Agreement are not received when due, Adtrafico reserves the right to immediately stop providing Services to the Advertiser without prior notice. In case of delayed payment, the Advertiser agrees to reimburse Adtrafico for any collection fees incurred, including fees from third-party collection agencies, attorneys’ fees, and other related expenses. Payments made under this Agreement are non-refundable unless explicitly agreed otherwise in writing by Adtrafico.
6.6. The Advertiser agrees to pay for the services provided by Adtrafico at all times, regardless of any non-payment by third parties. Any undisputed overdue payments will accrue interest at a rate of 24% per annum or the maximum legal rate. This interest shall begin accruing after fifteen (15) calendar days (or any other agreed payment terms in the applicable IO) from the date the invoice was issued and will continue until the invoice is paid in full, calculated on a daily basis, unless otherwise agreed in writing.
6.7. Each party is solely responsible for its own taxes, duties, and any related penalties or interest arising from the payment of invoices under this Agreement.
6.8. If applicable, the Adtrafico may request that the Advertiser place the Adtrafico’s tracking pixel(s) or other necessary mechanisms to monitor and record the performance of any campaign (collectively referred to as “Tracking Tools”). The Advertiser is solely responsible for placing and testing the Tracking Tools. If the Advertiser fails to correctly place the Tracking Tools on their website or if the Tracking Tools do not record valid Leads or actions, the Advertiser acknowledges and agrees to pay for each Lead or action generated and recorded by the Adtrafico, unless the Lead or action is determined to be fraudulent or invalid, as defined in the applicable IO.
7. Representations, Warranties, and Covenants
7.1. Without limiting or derogating from the Advertiser’s other representations, warranties, or covenants provided herein, the Advertiser hereby represents and warrants to the Adtrafico that:
(a) this Agreement constitutes a valid and binding obligation of the Advertiser;
(b) the Advertiser has the full right, power, and authority to enter into this Agreement;
(c) the Advertiser is either the owner or has sufficient rights to the technology, products, services, and content necessary to comply with its obligations under this Agreement, and the use of such materials will not infringe on any copyright, trademark, patent, or other proprietary rights of third parties;
(d) the Advertiser has obtained and shall maintain, throughout the term of this Agreement, all necessary licenses, authorizations, approvals, and consents required to enter into and perform its obligations under this Agreement in compliance with all applicable laws, rules, and regulations;
(e) there are no current or, to the Advertiser’s knowledge, threatened legal actions, suits, or proceedings that would substantially impair its ability to conduct its business as contemplated by this Agreement or adversely affect its financial condition or operations;
(f) the Advertiser will comply with all laws and regulations applicable to Internet advertising, including, but not limited to, the Children’s Online Privacy Protection Act, the Can-Spam Act, the Federal Trade Commission Act, the Digital Millennium Copyright Act, the General Data Protection Regulation (GDPR), the Unfair Commercial Practices Directive, the Consumer Rights Directive, and the ePrivacy Directive.
The Adtrafico shall not be held liable for any breach of representations, warranties, or covenants by the Advertiser.
7.2. The Advertiser also represents and warrants that:
7.2.1. The Advertising Material and/or Advertiser’s website does not contain:
(a) any misrepresentation or content that is defamatory or violates any rights of privacy or publicity;
(b) any links to software piracy;
(c) any pornography, child pornography, or links to such content;
(d) any links to illegal activities (e.g., instructions on how to build a bomb, hacking, etc.);
(e) any violations of applicable laws or regulations, particularly those concerning sweepstakes, lotteries, betting, gambling, promotions, and other regulated activities;
(f) any gratuitous displays of violence, obscene or vulgar language, abusive content, or content endorsing or threatening physical harm;
(g) any content promoting hate-mongering (e.g., racial, political, ethnic, religious, gender-based, sexuality-based, or personal attacks);
(h) any false or deceptive advertising or any machine-readable code, including but not limited to malware, viruses, Trojan-horses, or other harmful programs that could damage users or disrupt the operation of Adtrafico or any third-party systems.
7.2.2. All content, including third-party content, used in the Advertising Material and/or the Advertiser’s website complies with applicable laws, does not infringe third-party rights, and adheres to the standards outlined in this Agreement.
7.2.3. The Advertiser’s website and/or Advertising Material do not engage in or transmit inappropriate newsgroup postings or unsolicited emails (spam).
7.2.4. All data collected through the Advertising Material and/or the Advertiser’s website is obtained and processed in compliance with applicable data protection and privacy laws, including the General Data Protection Regulation (GDPR) and other similar regulations where applicable.
7.3. The Advertiser shall maintain a privacy policy during the term of this Agreement that is consistent with current industry standards and applicable laws and shall prominently display this policy on the Advertiser’s website. The collection of user information by the Advertiser shall be limited to the extent permitted by the privacy policy of the applicable website and in accordance with all applicable laws and regulations.
8. Advertiser Obligations Regarding Privacy Policies
8.1. The Advertiser is required to prominently display a privacy policy on its website(s), accessible via a clear link on the home page with explicit language indicating its presence. This privacy policy must provide a detailed description of the personal information collected by the Advertiser, including but not limited to cookies, tracking technologies, and other data gathered through its advertising activities. It must also specify the purposes for which this data will be utilized, such as ad targeting, campaign performance measurement, and delivering personalized content. Additionally, the policy must disclose whether the collected data will be shared with third parties, including affiliates, publishers and data processors, and explain the mechanisms available for users to opt out of specific data collection methods.
8.2. The privacy policy must also outline the procedures by which users can access, correct, or request the deletion of their personal information. It must further detail the process for notifying users of any material changes to the policy. The Advertiser is responsible for ensuring full compliance with all applicable privacy laws, including but not limited to the California Online Privacy Protection Act (“CalOPPA”), Children’s Online Privacy Protection Act (COPPA), California Consumer Privacy Act (CCPA), General Data Protection Regulation (GDPR), and any other applicable regulations. The privacy policy must clearly and transparently inform users of their data rights.
8.3. The Advertiser is obligated to adhere to the terms of the privacy policy that is posted on its website(s) at all times. Any proposed changes to the privacy policy must be communicated in writing to Adtrafico at least three (3) business days prior to implementation. The Advertiser must ensure the updated privacy policy remains in compliance with applicable laws and continues to uphold user rights as described in the original agreement.
9. Disclaimer
9.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ADTRAFICO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED (WHETHER IN FACT OR BY OPERATION OF LAW), REGARDING THE SERVICES IT PROVIDES UNDER THIS AGREEMENT. ADTRAFICO’S SERVICES AND WEBSITE ARE OFFERED TO THE ADVERTISER ON AN “AS IS” AND “AS AVAILABLE” BASIS. ADTRAFICO EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING FROM CONDUCT, COURSE OF DEALING, OR TRADE CUSTOM. ADTRAFICO ASSUMES NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN ITS SERVICES AND DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE ACCESS TO ITS WEBSITE OR ANY THIRD-PARTY WEBSITES HOSTING THE ADVERTISER’S API. ADTRAFICO SHALL NOT BE HELD RESPONSIBLE FOR THE ACTIONS, CONTENT, OR OPERATIONS OF PUBLISHERS, INCLUDING BUT NOT LIMITED TO THEIR WEBSITES OR SERVICES. PUBLISHERS OPERATE INDEPENDENTLY AND ARE NOT AGENTS, EMPLOYEES, OR REPRESENTATIVES OF ADTRAFICO.
10. Limitation of Liability
10.1. Under no circumstances shall Adtrafico be liable to the Advertiser or any third party for indirect, incidental, special, consequential, punitive, or tort damages of any kind, including but not limited to lost profits or goodwill, arising out of or related to this Agreement or the use of Adtrafico’s services and website. This limitation applies regardless of whether the liability arises from contract, warranty, tort (including negligence), strict liability, or any other legal theory, even if Adtrafico was advised of the possibility of such damages. Adtrafico assumes no responsibility for any unauthorized, fraudulent, or malicious activities conducted by Publishers or for their failure to comply with applicable laws, regulations, or contractual obligations.
10.2. As the Advertiser may use third-party equipment, software, or communication channels, Adtrafico shall not be liable for delays, interruptions, direct or indirect losses, or damages caused by defects in such equipment, software, or technical difficulties arising from third-party actions or inactions, including data transmission or connectivity issues or power failures.
10.3. The Advertiser assumes full responsibility for ensuring that its advertising materials comply with all applicable laws and regulations. The Advertiser warrants that it is not engaged in any unlawful business practices or propaganda.
10.4. Adtrafico’s liability under this Agreement is limited to the cost of services provided during the reporting period in which Adtrafico’s failure to fulfil its obligations resulted in identifiable losses to the Advertiser. Only actual damages will be considered for rectification. Adtrafico does not guarantee a specific volume of Lead generation, as Lead generation depends on user activity, which cannot be predicted with certainty. Lead generation estimates provided by Adtrafico are based on statistical data and are not guaranteed. The Advertiser acknowledges that Adtrafico is not liable for failing to meet estimated Lead generation numbers.
10.5. Disputes over traffic quality must be raised within ten (10) calendar days after the end of the reporting period in which the questionable traffic was provided. Adtrafico will evaluate deductions in good faith, provided that the Advertiser submits a detailed fraud report with verifiable evidence, including specific data points, logs, and other technical proof. Adtrafico reserves sole discretion to determine whether the evidence meets the required standard for deductions. If the evidence is deemed insufficient or inconclusive, no deductions will be made, and all traffic will be deemed valid and payable. Late disputes or claims will be voided, and all traffic will remain payable. Adtrafico is not liable for indirect, incidental, consequential, or punitive damages arising from traffic quality, including but not limited to loss of revenue, business, or reputation. The Advertiser agrees to hold the Adtrafico harmless from any claims made by third parties concerning traffic quality.
10.6. Adtrafico will not mediate or resolve disputes between the Advertiser and any third party. Any disputes arising between the Advertiser and a third party must be resolved directly between those parties. Adtrafico assumes no obligations or liabilities to the Advertiser regarding such disputes.
10.7. Both parties acknowledge that the disclaimers and limitations of liability outlined in this section are material provisions of this Agreement and fairly reflect the allocation of risk agreed upon by the parties. These limitations will apply regardless of the failure of any limited remedy to achieve its essential purpose.
10.8. Some jurisdictions may not allow the exclusion of certain warranties or limitations of liability for consequential or incidental damages. In such cases, Adtrafico’s liability shall be limited to the maximum extent permitted by law. If you are a California resident, you hereby waive the provisions of section 1542 of the California Civil Code, which states that a general release does not include claims that the releasing party and/or creditor is not aware of and that, if known, could have materially affected the settlement.
11. Indemnity
11.1. The Advertiser (referred to herein as the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless Adtrafico, its group companies, and their respective officers, directors, employees, agents, independent contractors, service providers, licensors, affiliates, and publishers (collectively, the “Indemnified Party”) against any claims, actions, damages, losses, liabilities, and associated costs (including but not limited to reasonable attorneys’ fees and legal expenses) arising from or related to:
(a) breach of any representations, warranties, or obligations set forth in this Agreement by the Advertiser;
(b) any third-party claims arising from or related to the use, handling, or misuse of data provided by the Advertiser, including but not limited to Advertiser data;
(c) the content, subject matter, or nature of the Advertising Material, which results in any claims, causes of action, damages, or losses;
(d) claims that the Advertiser’s property – such as its services, technology, products, or Advertising Material (collectively referred to as the “Infringing Property”) – infringes upon the intellectual property rights of third parties or violates applicable laws or regulations.
11.2. If a claim is made against an Indemnified Party, such Indemnified Party shall promptly notify the Indemnifying Party. Failure to provide timely notice shall not release the Indemnifying Party from its obligations unless such delay materially prejudices its ability to defend against the claim. The Indemnifying Party shall not settle, adjust, or compromise any claim against an Indemnified Party without obtaining the prior written consent of the Indemnified Party, which shall not be unreasonably withheld.
11.3. Notwithstanding the obligations of the Indemnifying Party, the Indemnified Party reserves the right to assume control of its defence in any claim, action, or proceeding at its own discretion. Should the Indemnified Party elect to manage its own defence, the Indemnifying Party shall cooperate fully and provide all necessary assistance to facilitate the legal process and resolution of the dispute.
11.4. In the event of a claim alleging infringement of intellectual property rights or if the Indemnifying Party reasonably anticipates that such a claim may arise, the Indemnifying Party shall, at its own expense, take one or more of the following actions to mitigate the risk to the Indemnified Party:
(a) direct the Indemnified Party to remove the Infringing Property immediately from the applicable websites or platforms, thereby ceasing any infringing activity;
(b) modify the Infringing Property to eliminate the alleged infringement while preserving its intended functionality and purpose;
(c) obtain, at no cost to the Indemnified Party, the necessary license or authorization to allow the continued use, display, and distribution of the Infringing Property in accordance with the terms of this Agreement.
12. Force Majeure
12.1. In the event of force majeure circumstances, the Parties acknowledge that certain events may prevent the fulfilment of obligations under this Agreement. Such circumstances include, but are not limited to natural disasters such as fires, floods, earthquakes, hurricanes, or other catastrophic events; acts of God or other extraordinary events beyond human control; strikes, labour disputes, or widespread industrial actions; significant power outages or damage to critical infrastructure, including servers storing Advertising and Information Modules; acts of war, terrorism, civil unrest, or governmental restrictions; any other events or circumstances beyond the reasonable control of the Parties.
12.2. If the force majeure circumstances persist for a period exceeding two (2) months, either Party reserves the right to terminate this Agreement. Termination may be initiated by providing five (5) days’ prior written notice to the other Party. Upon termination due to force majeure all payment obligations incurred prior to the force majeure event must still be fulfilled within reasonable timeframes. The Agreement shall be deemed terminated upon the expiration of the notice period, and no Party shall be entitled to claim compensation for losses, except as specifically outlined in Section 11 (INDEMNITY).
12.3. The Party unable to perform its contractual obligations due to a force majeure event must notify the other Party immediately, providing details of the commencement and anticipated duration of the force majeure event. Key requirements include: (a) written notification within three (3) business days of the occurrence of the force majeure event; (b) a subsequent notification when the force majeure event ceases, allowing both Parties to resume their obligations under the Agreement. Failure to provide timely notice of the force majeure event shall forfeit the affected Party’s right to claim force majeure as a defence for non-performance or delays under this Agreement. Upon cessation of the force majeure event, the Parties shall take reasonable measures to resume full performance under the Agreement promptly. The Parties may negotiate revised timelines or adjusted terms if necessary to address the impact of the force majeure event on their respective obligations.
13. Intellectual Property
13.1. For the purposes of this Agreement, “Intellectual Property Rights” encompass a broad range of legal rights and protections, including but not limited to:
(a) copyrights, patents, know-how, trade secrets, trademarks, service marks, trade names, trade dress, and associated logos;
(b) design rights, database rights, and chip topography rights;
(c) mask works, utility models, domain names, and website addresses;
(d) rights in goodwill, authorship, moral rights, and rights to confidential information (including trade secrets and know-how);
(e) any applications for protection or registration of these rights, including renewals and extensions, whether registered, unregistered, vested, contingent, or future;
(f) all copies and tangible embodiments of the above rights, in any form, including electronic media.
13.2. As between the Parties, Adtrafico and its licensors (if applicable) retain all rights, title, and interest, including Intellectual Property Rights, in and to the following: (a) any and all components of Adtrafico’s website and Services; (b) Adtrafico’s Confidential Information; (c) all modifications, enhancements, improvements, and derivatives of any of the foregoing. These rights are exclusively reserved to Adtrafico and its licensors (if applicable) unless expressly granted under this Agreement. Furthermore, if Adtrafico engages affiliated marketers or advertising distributors to provide services or perform work under this Agreement, the Parties acknowledge that such affiliated marketers, advertising distributors, and their licensors (if any) retain all ownership, title, and interest, including Intellectual Property Rights, in and to components of their respective websites and platforms and any modifications, enhancements, improvements, and derivatives of the foregoing.
13.3. Between the Parties, the Advertiser and its licensors (if applicable) retain full ownership, title, and interest, including all Intellectual Property Rights, in and to the following: (a) the Advertiser’s proprietary products or services; (b) all Advertising Materials; (c) the Advertiser’s websites and associated content; (d) the Advertiser’s Confidential Information (as defined in this Agreement); (e) all modifications, enhancements, improvements, and derivatives created exclusively by the Advertiser. All of the aforementioned rights not expressly granted under this Agreement remain reserved to the Advertiser and its licensors (if any). This Agreement does not restrict Adtrafico’s ability to utilize any such materials as permitted within the scope of this Agreement.
13.4. This Agreement shall not be interpreted to transfer or assign any Intellectual Property Rights from one Party to the other. Each Party expressly acknowledges that the other Party’s Intellectual Property Rights shall remain the sole and exclusive property of that Party. Both Parties agree to respect the intellectual property ownership of the other Party and ensure that no action taken under this Agreement will infringe upon or misappropriate those rights.
14. Confidential Information
14.1. Each Party (the “Disclosing Party”) may disclose certain restricted information to the other Party (the “Receiving Party”) during the course of this Agreement. This information may pertain to the Disclosing Party’s business, customers, affiliates, publishers, subsidiaries, agents, employees, business strategies, marketing plans, processes, methods, or proprietary data, which may include studies, charts, plans, or other compilations of business or industrial information prepared by or for the Disclosing Party. Such information, whether disclosed orally, in writing, electronically, or otherwise, is collectively referred to as “Confidential Information.”
14.2. The Parties agree that disclosure of Confidential Information is at the sole discretion of the Disclosing Party. Nothing in this Agreement obligates the Disclosing Party to disclose any Confidential Information. The Receiving Party acknowledges that the Disclosing Party retains sole ownership of all Confidential Information. The Receiving Party agrees: (a) to use the Confidential Information solely for the purposes contemplated in this Agreement; (b) not to disclose any Confidential Information to third parties, affiliates, publishers, subsidiaries, or agents without prior written consent from the Disclosing Party; (c) not to copy or reproduce the Confidential Information, except to make one (1) backup copy for archival purposes.
14.3. The obligations of confidentiality do not apply to information that the Receiving Party can demonstrate:
(a) is or becomes publicly available through no fault of the Receiving Party;
(b) was known to the Receiving Party prior to its disclosure, as evidenced by written records;
(c) was independently developed by the Receiving Party, without reference to the Disclosing Party’s Confidential Information, as evidenced by written records;
(d) has been authorized for public release in writing by the Disclosing Party;
(e) was lawfully obtained from a third party without breach of any confidentiality obligation;
(f) must be disclosed by law or pursuant to a court order, provided the Receiving Party promptly notifies the Disclosing Party and allows the Disclosing Party to seek a protective order or other remedy.
14.4. Each Party agrees to limit access to the Confidential Information to those of its officers, directors and employees (including the officers, directors and employees of its related bodies corporate) (collectively “Employees”), and employees of other contractors or consultants it retains (including those retained by its related bodies corporate) who have a legitimate “need to know” to fulfil the obligations under this Agreement, have been informed of the confidential nature of the information and are bound by confidentiality obligations at least as stringent as those outlined in this Agreement. A Party hereto shall be responsible to the other in the event that any of its employees or any of the employees of other contractors or consultants it retains (including those retained by its related bodies corporate) breach these obligations. Upon termination of this Agreement or at the Disclosing Party’s request, the Receiving Party must promptly return all Confidential Information in its possession or destroy all such information and provide written certification of destruction to the Disclosing Party.
14.5. The Advertiser shall not disclose the terms of this Agreement or any associated Insertion Orders (IOs) without the prior written consent of Adtrafico.
14.6. The confidentiality and non-disclosure provisions of this Agreement shall survive its termination for a period of three (3) years. By adhering to these obligations, both Parties agree to safeguard the confidentiality of restricted information and maintain mutual trust throughout the duration of this Agreement and beyond.
15. Applicable Law and Dispute Resolution
15.1. This Agreement, including all related Insertion Orders (IOs), shall be governed by and construed in accordance with the laws of Switzerland. The Parties agree to comply with all applicable laws, regulations, rules, and requirements imposed by any governmental authority relevant to the performance of their obligations under this Agreement.
15.2. In the event of any dispute or disagreement arising from the performance of this Agreement, the Parties shall first attempt to resolve such matters amicably through good faith negotiations. Should negotiations fail, any disputes arising out of or in connection with this Agreement shall be finally resolved through arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre, as in effect at the time the Notice of Arbitration is filed. A sole arbitrator shall conduct the proceedings in English. At Adtrafico’s request, arbitration proceedings, including all documents, testimony, and records, shall be maintained under seal and accessible only to the involved Parties, their legal counsel, and any expert witnesses bound by confidentiality agreements. The arbitrator may grant equitable relief, including temporary restraining orders, injunctions, and damages, with or without the allocation of costs. Adtrafico is entitled to recover its reasonable costs and expenses, including attorneys’ fees, associated with any arbitration or legal proceedings arising from this Agreement.
15.3. To the extent permissible by law, the Advertiser agrees:
(a) not to initiate, join, or participate in any class action lawsuit against Adtrafico, its employees, officers, directors, representatives, or assigns;
(b) to consent to injunctive relief preventing or terminating such lawsuits or removing the Advertiser as a participant in such actions;
(c) to reimburse Adtrafico for any attorneys’ fees and court costs incurred in seeking relief against a class action.
This provision does not restrict the Advertiser’s right to pursue individual claims through binding arbitration, as outlined above and shall be interpreted as a standalone agreement.
16. Non-Solicitation
16.1. During the term of this Agreement and for a period of one (1) year following its termination, the Advertiser agrees not to take any action that may undermine the business reputation or goodwill of Adtrafico. Specifically, the Advertiser shall not, directly or indirectly:
a) solicit, entice, or attempt to solicit or entice any employee of Adtrafico to accept employment or enter into service with the Advertiser or any competitor of Adtrafico; or
b) enter into any agreement or contract, whether written or oral, with any publisher or sub-publisher of Adtrafico, including but not limited to affiliate marketers, without obtaining prior written consent from Adtrafico.
16.2. The Advertiser acknowledges and agrees that Adtrafico has invested significant time and resources in developing its publisher network and providing services to its clients. Should the Advertiser breach the provisions of this section, the Advertiser agrees to pay Adtrafico, as liquidated damages, an amount equivalent to the payments made by the Advertiser to Adtrafico during the six (6) billable months immediately preceding the breach. The liquidated damage remedies provided herein in this section shall not preclude the Adtrafico from seeking injunctive relief. The liquidated damages specified in this section do not limit Adtrafico’s right to seek injunctive relief or pursue additional remedies as necessary to prevent or address the Advertiser’s breach.
17. Termination of Agreement
17.1. This Agreement shall commence on the date when the first IO is signed by both Parties and shall remain in effect until terminated in accordance with this section. The Advertiser acknowledges that any period during which Adtrafico does not render services shall not constitute a breach of the Agreement, nor shall it entitle the Advertiser to claim any losses or damages.
17.2. Either Party may terminate this Agreement or cancel the IO for any reason, without the obligation to provide justification, by giving the other Party a prior written notice of at least three (3) working days. Upon termination, the Advertiser shall settle any undisputed amounts due within fifteen (15) working days of the effective date of termination. In addition, either Party may cancel an individual IO by providing three (3) working days’ prior written notice, without affecting the validity of this Agreement or other active IOs.
17.3. Adtrafico reserves the right to terminate this Agreement and any IO immediately, by written notice, if it deems that the Advertiser:
(a) has breached any terms of this Agreement or IO;
(b) has conducted or managed any campaign in violation of applicable laws, regulations, or by-laws;
(c) has engaged in activities or campaigns that are defamatory, obscene, misleading, deceptive, fraudulent, or otherwise inappropriate; or
(d) has acted in a way that could harm Adtrafico’s reputation, or the reputation of its directors, affiliates, or any other associated party.
17.4. Adtrafico may also terminate this Agreement unilaterally and without requiring judicial proceedings under the following circumstances:
(a) if the Advertiser delays payment for services for more than ten (10) working days beyond the agreed terms;
(b) if Adtrafico repeatedly detects the absence of required control pixels on the Advertiser’s websites or improper functioning of postback or API systems during the term of the Agreement.
17.5. SURVIVAL. Any terms of this Agreement that, by their nature, are intended to survive its termination shall remain in effect. These include, but are not limited to, provisions set forth in sections 9 (DISCLAIMER), 10 (LIMITATION OF LIABILITY), 11 (INDEMNITY), 13 (INTELLECTUAL PROPERTY), 14 (CONFIDENTIAL INFORMATION), 16 (NON-SOLICITATION), and Clause 17.5 (SURVIVAL).
18. Third-Party Content
18.1. Adtrafico’s Website may include advertisements, promotions, or links to third-party websites and resources. Adtrafico is not responsible for the availability, content, or functionality of these external resources and does not endorse or assume liability for third-party products, services, or information. Interactions with third parties through the Website are governed by their respective terms and conditions, for which Adtrafico assumes no responsibility.
19. Prohibited Interference
19.1. The Advertiser is prohibited from using any device, software, or routine that interferes with or disrupts the functionality of the Website. Additionally, actions that place an unreasonable or disproportionately large load on Adtrafico’s infrastructure are not permitted. Unauthorized use of the Website or Services is considered to cause irreparable harm to Adtrafico, for which monetary damages alone are inadequate. In such cases, Adtrafico may seek immediate injunctive relief without posting a bond, in addition to other available remedies.
20. Privacy and Cookie Policies
20.1. Your privacy is important to us, and we are committed to protecting your personal information. We understand that privacy is a fundamental concern, and we want to ensure that you are fully informed about how your information is collected, stored, and used when interacting with our Website and Services. For any questions or further information regarding how we manage your data, please refer to the full versions of our Privacy Policy and Cookie Policy.
21. Entire Agreement and Amendments
21.1. This Agreement, together with the IO, constitutes the complete agreement between the Parties regarding the campaigns noted in the IO. It supersedes all previous or contemporaneous agreements, negotiations, and representations, whether oral or written. If Adtrafico is required to digitally sign or agree to any additional terms when accessing the Advertiser’s network, website, or platform, such agreements shall be considered technical formalities for access only. Any digital acceptance of terms will have no force or effect to the extent they conflict with this Agreement and shall be deemed void and superseded.
21.2. Adtrafico reserves the right to modify the Website, the Services, and this Agreement at any time without prior notice. The latest version of the Agreement will always be available on the Website. By continuing to use the Website or Services after any changes, the Advertiser indicates acceptance of the updated terms. Regular reviews of the Website for updates or modifications are strongly recommended. All amendments or additions to the Insertion Order (IO), including any changes in service parameters, scope, or deadlines, shall form an integral part of the IO. These changes will only be valid if made in writing and signed by both Parties. Modifications without mutual written consent are not permitted.
22. Communications
22.1. All notices, instructions, demands, approvals, or other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when: (a) personally delivered to the receiving Party; (b) delivered via an internationally recognized courier service to the specified addresses of the Parties; or (c) sent by email to the designated representative of the other Party, provided the sender and recipient can be properly identified. The Parties agree to notify each other of any changes to legal entity status, address, phone numbers, email addresses, authorized representatives, or financial information within five (5) working days of such changes.
23. Severability
23.1. If any provision of this Agreement is found to be invalid, illegal, or unenforceable under applicable law, that provision shall be severed and replaced with a provision that closely reflects the original intent of the Parties. The remaining provisions of the Agreement shall remain in full force and effect.
24. Relationship of the Parties and Assignment
24.1. Nothing in this Agreement creates a partnership, joint venture, or fiduciary relationship between the Parties. Both Parties agree and acknowledge that their relationship is strictly that of independent contractors. Neither Party may assign this Agreement or the IO without prior written consent from the other Party. However, Adtrafico reserves the right to assign this Agreement or the IO, in whole or part, to an affiliate marketer bound by Adtrafico’s standard publisher agreement. Such an assignment does not require prior written consent from the Advertiser, though Adtrafico may notify the Advertiser at its discretion.
25. Use of Advertiser’s Name and Materials
25.1. Adtrafico reserves the right to include the Advertiser’s name in advertisements, publications, press releases, or promotional materials without requiring prior consent. Should promotional materials be necessary, Adtrafico may request a digital copy of art or promotional content from the Advertiser. The Advertiser shall supply at least one (1) such copy, which Adtrafico may reproduce, print, or distribute at events, conferences, trade shows, and other promotional activities.
26. Contact Information
26.1. If you have any questions, or concerns, or require further clarification regarding these Advertiser Terms, we encourage you to reach out to us. We value open communication and are committed to addressing any issues you may have in a timely and professional manner. Please feel free to contact us at support@adtrafico.com.