Last updated: 26 November, 2024
Please read these Publisher Terms and Conditions carefully.
These Publisher Terms and Conditions (“Publisher Terms”), in conjunction with applicable Insertion Orders, the Privacy Policy, the Cookie Policy, and any supplementary rules presented on this website or communicated directly to you (collectively referred to as the “Agreement”), shall govern relationship between you (“you”, “your” or ”Publisher”), on the one side, and 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”), on the other side. These Publisher Terms regulate your access to and use of the services (referred to as the “Service” or “Services”) provided via the Adtrafico network (“Adtrafico Network”) on the website https://www.adtrafico.com (the “Website”). The term “Service” refers to a platform designed to facilitate connections between advertisers and publishers by providing tools for tracking, optimizing, and scaling performance-based marketing campaigns, functioning exclusively as an intermediary in the advertiser-publisher relationship. You and Adtrafico are sometimes referred to herein each as a “Party” and together as the “Parties”. By using the Website, the Service, or any additional products and services provided by Adtrafico, you agree to comply fully with the terms outlined in the Agreement. You agree to provide a signed, non-electronic version of this Agreement or the applicable Insertion Order upon our request.
For the purposes of this Agreement, the term “Publisher” encompasses any individual, company, or entity – along with any parent organizations, owners, subsidiaries, publishers, predecessor or successor entities, and their respective agents, officers, directors, or employees – who register as an publisher with Adtrafico to utilize the Service.
If you do not accept the Publisher Terms in their entirety, you are prohibited from: (a) registering as a Publisher; (b) accessing or using the Service; or (c) engaging with the Website in any capacity.
By accessing or using our Website and/or our Service you warrant and agree that you have the right and legal capacity to enter into these Publisher Terms and to adhere to them. You also warrant that you are at least 18 years old or have reached the age of majority as defined by your state or country of residence, whichever is higher. If you are acting on behalf of a legal entity, you additionally represent and warrant that you are authorized to represent that entity and legally bind it to this Agreement.
1. Publisher Participation in the Adtrafico Network
1.1. The Adtrafico Network allows Publishers to apply and, upon approval, participate in advertising campaigns (“Programs”) offered by third-party advertisers (“Advertisers”), providing opportunities to earn Bounties (as defined below) under the terms of the Agreement. Adtrafico retains the sole discretion to modify, discontinue, or suspend any Program at any time without liability to the publisher for such actions.
1.2. The terms and conditions governing each Program (the “Program Terms”) will be posted on the Adtrafico website. Publishers are required to comply with any updates or amendments to the Program Terms as issued by Adtrafico. Furthermore, Adtrafico reserves the right, at its discretion, to deny registration to any applicant or terminate an Publisher’s participation in any Program at any time for any reason.
1.3. Publishers acknowledge that Adtrafico is not liable for any losses, damages, or liabilities resulting from the denial of registration or the suspension or termination of their participation in any Program. Publishers waive all claims against Adtrafico in connection with such decisions.
2. Use of the Adtrafico Website and Services
2.1. Adtrafico facilitates access to advertising offers and related materials (“Creatives”) on its website in connection with various Programs. Approved Publishers may download these Creatives for use in the following channels: (a) publication on the Publisher’s website or other websites owned, operated, or controlled by the Publisher (“Publisher Websites”); (b) for distribution in email messages sent to email addresses within the Publisher’s database or any other database affiliated with, owned, operated, or controlled by the Publisher (“Publisher Emails”); and (c) other marketing channels approved by Adtrafico.
2.2. Adtrafico specifies the amount and terms under which Publishers earn payment (“Bounties”). Bounties are generated based on specified transactions (“Actions”), as defined by Adtrafico. Actions may include, but are not limited to, clicks, click-throughs, sales, registrations, impressions, and leads. The specific Action required for earning a Bounty under each Program is detailed in the applicable Program Terms, and unless explicitly stated otherwise, the definition of the Action is applicable only to that Program.
2.3. By accepting a Program, the Publisher agrees to place the Program’s Creatives on the Publisher Website, in Publisher Emails, or within other approved channels, in compliance with the Agreement and the Program Terms. Adtrafico retains the right, at its sole discretion, to modify any Program at any time, provided prior notice is given to the Publisher unless the Program Terms specify otherwise. Publishers also retain the right to cease participation in any accepted Program at any time, unless otherwise restricted by the Program Terms. In the event of termination or withdrawal from a Program, the Publisher agrees to immediately discontinue all use of the Creatives associated with that Program and to remove them from all marketing channels.
2.4. Adtrafico is responsible for managing and administering all active Programs, including tracking Actions and calculating associated Bounties. Program data compiled by Adtrafico, which includes statistics and calculations regarding Actions and Bounties (“Program Data”), will be calculated using industry-standard tracking technology. Unless the Publisher submits a written dispute within fourteen (14) days of the initial appearance of the Program Data in the tracking system, such data will be deemed final, binding, and accepted. If a dispute is raised within the specified period, Adtrafico will review the Publisher’s concerns in good faith. However, if Adtrafico determines after its review that the Program Data is accurate and no adjustments are warranted, the Program Data will be considered conclusive.
2.5. The Publisher acknowledges and agrees that, from time to time, the Service and/or Adtrafico Network may be inaccessible, unavailable, or inoperable for reasons including, but not limited to:
(a) equipment malfunctions;
(b) periodic maintenance procedures or repairs; or
(c) events beyond the reasonable control of Adtrafico, such as interruptions or failures of telecommunication or digital transmission links, hostile network attacks, unavailability of websites or interfaces, network congestion, or other similar events.
2.6. Adtrafico shall not be held liable for any losses, damages, or interruptions resulting from these events, and the Publisher waives any claims against Adtrafico arising from such occurrences. While Adtrafico will make commercially reasonable efforts to restore access to the Service promptly in the event of any unavailability, it does not guarantee continuous or uninterrupted access to the Service or Adtrafico Network.
2.7. The Publisher further understands and agrees that the terms of the Agreement are subject to Adtrafico’s hardware, software, and bandwidth limitations. Any failure to deliver services due to technical difficulties does not constitute a breach of the Agreement by Adtrafico. In such cases, Adtrafico will make reasonable efforts to address and resolve the technical issues promptly.
3. Publisher Account Registration
3.1. To access certain features or services on our Website, you may need to create an account. By registering, you agree to:
(a) provide accurate, current, and complete information during the registration process;
(b) update your information as necessary to ensure it remains accurate, current, and complete.
3.2. Adtrafico reserves the right, at its sole discretion, to verify the accuracy of any information provided during registration. This may include completing an approval process, such as submitting additional details about your promotional methods or identity and participating in an interview with an Adtrafico representative.
The Publisher agrees to:
(a) provide truthful and valid information regarding their identity and location;
(b) avoid using fake names, aliases, or pseudonyms to disguise their identity or contact details;
(c) keep their contact information up-to-date and promptly inform Adtrafico of any changes.
3.3. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. The Publisher also acknowledges and agrees that the use of the Publisher’s account is intended for the Publisher only, and no other person or entity will be given any access to it. Likewise, the Publisher will not use any other person’s or entity’s account for its purposes.
3.4. The Publisher will be allowed to create only one (1) account using its own identity information; any additional account must be expressly preapproved with an Adtrafico representative in writing. If at any time Adtrafico becomes aware of more than one account related to one and the same private individual or legal entity, created to deceive Adtrafico or its partners, Adtrafico may restrict, deny, or terminate such accounts and/or any benefits derived from such accounts. Adtrafico may also withhold payment of any commissions and/or other fees related to this breach that may be or become due or payable to the Publisher.
3.5. In case Adtrafico or a third-party payment provider requests the Publisher to prove its identity and location, the Publisher shall reply within two (2) business days from the day of request and provide valid proof of its identity and location. The Publisher acknowledges and agrees that Adtrafico may, at any time, request Know Your Customer (KYC) verification, payment details, and supporting documentation to confirm the Publisher’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 Publisher’s account and forfeiture of any remaining balance. If at any time Adtrafico, in its sole judgment and discretion, determines the Publisher’s registration information to be misleading, inaccurate, or untruthful, Adtrafico may restrict, deny, or terminate the Publisher’s account, the Publisher’s access and use of, and/or any benefits derived from the Publisher’s participation in the Program. Adtrafico may also withhold payment of any commissions and/or other fees that may be or become due or payable to the Publisher.
3.6. We reserve the right to suspend or terminate your account if any information provided during the registration process or thereafter is found to be inaccurate, false, or misleading, or if your use of the account violates these Publisher Terms.
4. Your Submissions
4.1. Any information or materials that you submit, post, or upload to our Website (“Your Submissions”) are your sole responsibility. By submitting Your Submissions to our Website, you grant us a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, distribute, and display Your Submissions. You represent and warrant that Your Submissions do not violate any third-party rights, including copyright, trademark, privacy, publicity, or other personal or proprietary rights.
4.2. Further, you hereby authorize us to edit and otherwise modify any of Your Submissions prior to our use, publication, distribution, sale, reproduction, or disclosure thereof. You represent and warrant that you have all necessary rights and permissions to grant us this license and that Your Submissions comply with all applicable laws and regulations. Failure to comply with any of the requirements or representations stated herein may result in Adtrafico exercising its right to terminate or suspend your account and to remove Your Submissions from the Website.
5. Payment Terms
5.1. Adtrafico agrees to pay the applicable Bounty rate for each verified Action, as determined by Adtrafico, approximately thirty (30) days after the last day of a given calendar month for Bounties earned during that month, subject to the conditions outlined below. Adtrafico reserves the right to withhold or delay payments to the Publisher for any reason, including but not limited to: (a) verification issues; (b) suspected fraudulent activity; (c) delays in payment from the Advertiser; or (d) discrepancies in Bounty calculations.
5.2. The Publisher acknowledges that Bounty payments are contingent on funds being collected from the applicable Advertiser. Adtrafico will remit payments to the Publisher only out of funds actually received from the Advertiser. Adtrafico assumes no liability for delays or non-payment caused by the Advertiser and will not owe any Bounty until sufficient funds have been received. In such cases, Adtrafico has no obligation to pay the Publisher any amounts that the Advertiser has not remitted. All payments due and payable by Adtrafico shall not accrue interest.
5.3. Payment Details:
(a) all payments will be made in U.S. dollars (USD);
(b) no Bounty payments will be issued for amounts totaling less than one hundred dollars ($100.00) (“Payment Threshold”). Adtrafico may modify the Payment Threshold at its sole discretion with prior notice to the Publisher, with such changes applying prospectively;
(c) each Publisher account must have a unique, valid Taxpayer Identification Number (TIN), Social Security Number, or other government-issued identification. Publishers must promptly inform Adtrafico of any changes to this information;
(d) payments are exclusive of applicable taxes. The Publisher is solely responsible for the payment of any taxes related to Bounty earnings;
5.4. Adtrafico reserves the right to debit amounts from Bounties otherwise due to the Publisher (a “Chargeback”) under the following circumstances:
(a) a return or cancellation has been made with respect to the applicable product or service;
(b) a duplicate, fraudulent, incomplete, or erroneous entry or order has occurred;
(c) actions do not entirely adhere to the Agreement or Program Terms, even when the Publisher is not directly responsible for the non-compliance;
(d) non-receipt or refund of payment related to a customer Action; or
(e) failure by the Publisher to comply with the Agreement or applicable Program Terms.
Chargebacks may be requested by the Advertiser or initiated by Adtrafico and may occur up to sixty (60) days after the end of the month in which the applicable Bounty was earned (“Chargeback Period”). Publishers agree that Adtrafico’s calculation and application of Chargebacks or adjustments will be final and binding, and the Publisher waives any claims or disputes regarding such debits.
5.5. Advertisers may request a one (1) payment cycle postponement of Bounty payments under the following conditions:
(a) the Advertiser requires additional time to verify a lead (for Programs where lead generation is a component of the Action);
(b) the Advertiser has a product return policy that allows purchasers to return the product during the Chargeback Period; or
(c) the applicable Program Terms explicitly allow for such postponement.
In the event of a payment postponement, Adtrafico will not be held liable for any delays or non-payment during the postponement period. The calculation of Actions, credits, and Chargebacks by Adtrafico shall be deemed final and binding on the Publisher.
6. Use of Marketing Materials and Creatives
6.1. Only Publisher Websites, Publisher email distribution lists, and other marketing channels that have been reviewed and approved by Adtrafico may be utilized in connection with the Website and Service. Adtrafico reserves the right, at its sole discretion, to withhold, refuse, or withdraw approval of any websites, email distribution lists, or marketing channels for any reason, including, without limitation, where Adtrafico believes such materials may violate the terms of this Agreement, applicable laws, or industry standards.
6.2. Adtrafico’s policies, specifications, and/or recommendations regarding websites, email distribution lists, or other marketing channels used by the Publisher shall not be construed as legal advice or as sufficient guidelines for ensuring legal compliance. Adtrafico does not represent or warrant that such policies, specifications, or recommendations comply with applicable laws. The Publisher assumes full responsibility for ensuring compliance with all relevant laws and regulations, including but not limited to advertising regulations, data privacy laws, and anti-spam laws.
6.3. Adtrafico assumes no liability for the Publisher’s use of any materials, and the Publisher agrees to indemnify and hold Adtrafico harmless from any claims, losses, damages, or liabilities arising out of the Publisher’s use of websites, email distribution lists, or other marketing channels. The Publisher is strongly advised to consult legal counsel or professional advisors to confirm compliance with applicable laws.
6.4. The Publisher is solely responsible for the development, operation, and maintenance of its Publisher Website, as well as for all content and materials posted on it. This includes, but is not limited to:
(a) the technical operation of the Publisher Website and related equipment;
(b) creating, posting, and linking product reviews, descriptions, and references to the Creatives;
(c) ensuring the accuracy, propriety, and legality of all materials posted on the Publisher Website;
(d) guaranteeing that posted materials do not violate third-party rights, including intellectual property, or contain libelous, defamatory, or otherwise illegal content.
Adtrafico disclaims all liability and responsibility for the Publisher’s content, website operation, and any materials that appear on the Publisher Website.
6.5. The Publisher shall not alter, modify, or change the Creatives or any features related to the Creatives without Adtrafico’s prior express written consent. The Publisher agrees not to use any Creatives or marketing materials in a way that could harm the reputation of Adtrafico or its Advertisers.
6.6. Unless otherwise specified in the Program Terms or by Adtrafico, the Publisher may decide the positioning, placement, frequency, and other editorial details related to the Creatives, provided such placement does not violate any third-party intellectual property rights or applicable laws.
6.7. However, the Publisher must immediately comply with any requests from Adtrafico to modify, alter, remove, or adjust the placement, frequency, or use of Creatives. The Publisher must regularly monitor and review its use of Creatives to ensure compliance with Adtrafico’s requirements. Failure to comply with such requests in a timely manner may result in the suspension or termination of the Publisher’s participation in the Program, without liability to Adtrafico.
6.8. The Publisher is prohibited from running any deactivated Creatives after new Creatives have been provided. The Publisher agrees to review the availability of Creatives daily and replace any Creatives that are no longer available in the Adtrafico network. Adtrafico assumes no responsibility to notify the Publisher when a Creative is deactivated or replaced. It is solely the Publisher’s responsibility to ensure that only active Creatives are displayed within its media.
6.9. Website integration tags and tracking pixels (“Tags”) incorporated into the Creatives must not be altered, removed, or disabled under any circumstances. Adtrafico employs a monitoring system to ensure the integrity of Tags. Altering, removing, or disabling Tags may result in the Publisher’s inability to earn compensation for Actions and will constitute grounds for immediate termination of the Publisher’s account, with or without prior notice. In such cases, Adtrafico reserves the right to withhold any payments due to the Publisher, and the Publisher may be subject to legal action for breach of this Agreement.
7. Email Marketing Programs
7.1. Where the use of email marketing is authorized by Adtrafico and/or the applicable Program Terms, the following terms and conditions shall apply. All emails, email-based Creatives, and any email addresses used or supplied by the Publisher:
(a) must comply with all applicable federal, state, and international laws, including but not limited to the CAN-SPAM Act of 2003 (as amended), Federal Trade Commission regulations, California Business & Professions Code § 17529, the Canadian Anti-Spam Legislation (CASL), the ePrivacy Directive, and the EU Directive on Unfair Commercial Practices;
(b) must not infringe upon any copyright, patent, trademark, trade secret, or similar intellectual property rights, nor violate any rights of privacy or publicity;
(c) must not result in consumer fraud, product liability, or harm to any third party;
(d) must include accurate email header information, including source, destination, date, time, and routing details, as well as accurate, non-misleading subject lines and “from” lines;
(e) must use only Creatives, subject lines, and lines provided by Adtrafico. The Publisher and its marketing affiliates are strictly prohibited from altering or removing any provided subject lines or from lines;
(f) must not employ deceptive or misleading practices in the email body, subject line, or content that could mislead consumers or harm the reputation of Adtrafico or its Advertisers;
(g) must not use generic from lines or domain names that are privacy-protected, unregistered, falsely registered, or otherwise prevent the recipient from identifying or contacting the sender via a WHOIS lookup.
7.2. Each email must include: (a) a valid physical postal address for the Publisher and/or the applicable Advertiser, as required by law; (b) a functioning unsubscribe link that remains active for at least thirty (30) days after email delivery unless a longer period is required by applicable legislation.
7.3. The Publisher must implement active filters to prevent communications from being sent to Canadian entities or individuals. These filters must include, at a minimum:
(a) email filters (e.g., rejection of email addresses with “.ca” or other Canadian extensions);
(b) ZIP code filters (rejection of Canadian postal codes);
(c) area code filters (rejection of Canadian phone area codes);
(d) IP filters (rejection of Canadian IP addresses).
Adtrafico reserves the right to include any required addresses in emails should the Publisher fail to do so; however, Adtrafico assumes no responsibility for any omissions on the Publisher’s part. The Publisher agrees to indemnify and hold Adtrafico harmless for any costs, liabilities, fines, penalties, or damages resulting from non-compliance with these requirements.
8. Suppression Lists
8.1. Adtrafico may provide the Publisher access to a suppression list via a designated FTP website (“FTP Website”), including associated login credentials. The Publisher is required to:
(a) upload and maintain its own updated suppression list to the FTP Website, if one is provided;
(b) use the suppression list exclusively to comply with applicable email marketing laws.
Failure to upload or maintain an updated suppression list may result in the suspension of the Publisher’s participation in Programs. Adtrafico reserves the right to take necessary actions, including withholding payments or pursuing legal remedies, for any damages or violations caused.
8.2. If the Publisher does not provide its own suppression list, Adtrafico will assume that no such email addresses exist. Suppression lists and related login credentials are deemed Confidential Information of Adtrafico. The Publisher must:
(a) take all necessary precautions to protect the confidentiality of suppression lists and login information;
(b) notify Adtrafico immediately of any suspected security breaches.
8.3. Except to comply with any rules governing email transmissions, the Publisher may not utilize suppression lists for any other reason. The Publisher shall process any unsubscribe requests posted at the FTP Website within five (5) days unless a shorter period is required by applicable legislation. Failure to comply with this requirement may result in immediate suspension or termination of the Publisher’s participation in the Program. Adtrafico may also withhold any payments due to the Publisher or seek other necessary legal remedies.
9. Publisher Email Lists
9.1. All email communications sent under this Agreement must be delivered solely to email addresses on lists owned or directly managed by the Publisher (“Publisher Email Lists”). The Publisher warrants that all email addresses included in these lists have been collected in full compliance with applicable laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the CAN-SPAM Act, and other relevant data protection and anti-spam laws.
9.2. Brokering or facilitating third-party arrangements to distribute Creatives without prior disclosure to and approval from Adtrafico is strictly prohibited. Such actions will result in immediate termination of the Publisher’s participation in the Program and may expose the Publisher to further legal action or other remedies.
9.3. The Publisher agrees to maintain complete and accurate subscriber sign-up or registration data for every subscriber on its Email Lists throughout the duration of the Agreement and for a minimum of three (3) years following its termination. This subscriber data must include the following information:
(a) subscriber email address used for sign-up or registration;
(b) subscriber’s IP address;
(c) date and time of the subscriber’s sign-up or registration; and
(d) location of the subscriber’s sign-up or registration.
9.4. The Publisher must ensure that appropriate safeguards are in place to maintain the confidentiality, integrity, and security of subscriber data at all times. In the event of a data breach or unauthorized access to subscriber data, the Publisher is obligated to notify Adtrafico immediately and take all necessary actions to mitigate the breach.
9.5. Upon request from Adtrafico, the Publisher agrees to provide the above subscriber sign-up/registration data within twenty-four (24) hours. Failure to comply with this provision may result in suspension or termination of the Publisher’s participation in the Program, as well as other legal or equitable remedies available to Adtrafico.
10. Use of Sub-Publishers
10.1. The Publisher may engage its business partners or associates to assist in fulfilling its obligations or exercising its rights under a specific Program. Any such business partner or associate that performs activities on behalf of the Publisher under this Agreement shall be referred to as a “Sub-Publisher” and must receive prior approval from Adtrafico. Adtrafico retains the sole right to review, approve, reject, or revoke approval of any Sub-Publisher at any time and for any reason. The Publisher acknowledges and agrees that Adtrafico’s decisions regarding Sub-Publisher approval are final and that Adtrafico shall not be held liable for any refusal to approve or subsequent revocation of a Sub-Publisher’s approval.
10.2. Sub-Publishers must satisfy the same approval criteria as the Publisher under this Agreement and must comply with all terms and conditions applicable to the Publisher, including those outlined in the Agreement and any applicable Program Terms. The Publisher is responsible for ensuring that Sub-Publishers are fully aware of, and comply with, all provisions of the Agreement and Program Terms. The Publisher shall actively monitor the activities of its Sub-Publishers to ensure ongoing compliance with all obligations and standards under the Agreement.
10.3. Upon approval of a Sub-Publisher, any notices provided to the Publisher by Adtrafico shall be deemed sufficient notice to the Publisher’s approved Sub-Publisher(s). The Publisher is responsible for: (a) ensuring that Sub-Publishers receive and acknowledge all such notices; and (b) forwarding any relevant communications, updates, or information from Adtrafico to the Sub-Publishers in a timely manner.
10.4. Adtrafico shall have no obligation to make payments directly to any Sub-Publisher. The Publisher is solely responsible for compensating its Sub-Publishers for their services. In the event that any Sub-Publisher breaches the Agreement or applicable Program Terms, Adtrafico reserves the right to withhold or refuse payment to the Publisher and terminate the Publisher’s participation in the Program. In such instances, Adtrafico may suspend or withhold any outstanding payments due to the Publisher until the breach or issue is fully resolved to Adtrafico’s satisfaction.
10.5. The Publisher is fully responsible for the actions and omissions of its Sub-Publishers and agrees to indemnify, defend, and hold harmless Adtrafico from any and all claims, damages, liabilities, or costs (including reasonable legal fees) arising out of or related to the activities of its Sub-Publishers. This includes but is not limited to any breach of the Agreement or applicable Program Terms. The Publisher further agrees to cooperate fully with Adtrafico in any investigation or legal proceeding involving its Sub-Publishers and provide any requested documents, information, or assistance necessary to address such issues.
11. Compliance with Policies and Guidelines
11.1. Adtrafico provides various policies and guidelines to its Publishers, aimed at reducing fraud and preventing consumer deception. These policies cover a wide range of topics, including but not limited to general advertising compliance, email marketing, search engine marketing, lead generation, blog-based marketing, and product review websites. The Publisher represents and warrants that it: (a) has reviewed Adtrafico’s policies and guidelines, which are available at Terms of Use, Privacy Policy, Cookie Policy (“Policy Web Pages”); (b) will regularly check the Policy Web Pages for updates; and (c) will comply with all such policies and guidelines, including any updates.
11.2. The Publisher further acknowledges and agrees that Adtrafico reserves the right to modify or update its policies and guidelines at its sole discretion. It is the Publisher’s responsibility to stay informed of these updates. The Publisher also represents and warrants that it has provided full and accurate information during the sign-up process and thereafter regarding all websites, email practices, and other methods used to generate traffic to advertiser offers sourced from the Adtrafico network. The Publisher agrees to immediately notify Adtrafico of any changes to these websites, email practices, or other traffic generation methods.
11.3. Before publicly using or distributing any marketing material promoting an advertiser offer sourced from Adtrafico, the Publisher agrees to submit all such materials for compliance review to Adtrafico compliance at the email support@adtrafico.com or in another manner as agreed by the Parties. Adtrafico reserves the right but is not obligated, to reject or request modifications to any marketing material that does not meet Adtrafico’s compliance standards or that may violate applicable laws or regulations.
11.4. The Publisher agrees to maintain records of the dates when marketing materials are publicly used and to provide such records to Adtrafico upon request. These records must be kept in accordance with industry standards and must be available for review by Adtrafico at any time.
11.5. Failure to comply with the representations and warranties set forth in this section will result in disciplinary action, including but not limited to campaign denial, account termination, and the forfeiture of any monies owed. Adtrafico does not monitor, supervise, or review the content on Publisher Websites except in relation to the use of the Creatives. Adtrafico is not responsible for any content on Publisher Websites, nor is it responsible for content distributed on, at, or in association with such websites. The Publisher is solely responsible for the content on its websites. Adtrafico retains no direct or indirect control over the content of the Publisher Websites, except as explicitly stated in this Agreement.
12. Relationship of the Parties
12.1. The Publisher is an independent contractor of Adtrafico, and nothing in this Agreement shall be construed to create any form of association, partnership, joint venture, employment, or agency relationship between Adtrafico and the Publisher for any purpose. Neither Party shall have the authority to bind the other Party or incur any obligations on the other Party’s behalf.
13. Fraud Prevention and Consequences
13.1. Adtrafico reserves the right, at its sole discretion, to monitor traffic, Actions, Bounties, and other Program-related activities for potential fraud. If Adtrafico suspects that your account has been involved in fraudulent activities or identifies any suspicious behavior, your account will be immediately deactivated, with no prior notice, pending further investigation.
13.2. If it is determined by Adtrafico, at its sole discretion, that you have engaged in fraudulent activities, such as inflating Actions or using deceptive traffic generation methods, you will forfeit all Bounties related to the affected Program, and your Publisher account will be terminated immediately. You agree that Adtrafico’s determination of fraud is final and binding, and you waive any claims against Adtrafico related to such determinations unless otherwise required by applicable law.
13.3. Adtrafico retains sole discretion in determining fraud, and you agree to comply with any such determinations. It is the responsibility of the Publisher to prove to Adtrafico that fraudulent activity has not occurred. Adtrafico will hold your Bounty-related payments in “Pending Status” until you provide satisfactory evidence to demonstrate that you have not engaged in fraud. If you fail to provide such evidence within seven (7) days from the date your Bounties are placed in “Pending Status,” Adtrafico reserves the right to terminate your Publisher account, cancel payments for the applicable Bounties, and claim damages for any losses incurred due to fraudulent activities, all at its sole discretion and with no further obligations to you.
14. Intellectual Property Rights
14.1. Subject to the terms of this Agreement and any applicable Program Terms, Adtrafico and/or its licensors retain full ownership of all rights, title, and interest in the Adtrafico Network, Programs, Creatives, and any other Intellectual Property content provided to the Publisher. Adtrafico grants the Publisher a revocable, non-transferable, royalty-free, international license to display and distribute the Creatives, along with any associated trademarks, service marks, trade names, and copyrighted material (collectively, “Intellectual Property Content”) on the Publisher’s Website, through Publisher emails, and/or other approved marketing channels solely for the purpose of promoting Programs to end users. This license is granted on the condition that the Publisher complies with all applicable intellectual property laws and advertising regulations. The Publisher may not remove or alter any copyright, trademark, or other proprietary notices from the Intellectual Property Content. The Publisher agrees to immediately cease using any Intellectual Property Content upon termination of this Agreement or upon written request from Adtrafico.
14.2. The Intellectual Property Content, along with other materials related to the Adtrafico Network, Programs, Creatives, and Website, are protected under applicable copyright, trademark, and other proprietary rights. The Publisher acknowledges that Adtrafico and/or its licensors exclusively own all such intellectual property rights and that the Publisher’s use of these materials does not transfer any ownership rights to the Publisher.
14.3. The use, copying, redistribution, and/or publication of any part of the Adtrafico Network, Programs, Creatives, or Website by the Publisher, other than as expressly permitted in this Agreement, is strictly prohibited. The Publisher does not acquire any ownership rights to the Adtrafico Network, Programs, Creatives, or Website. The availability of the Adtrafico Network, Programs, Creatives, and Website does not constitute a waiver of any rights related to these materials. No part of the Website may be reproduced, copied, or incorporated into any information retrieval system, whether electronic or mechanical.
14.4. The Publisher is prohibited from using, copying, emulating, cloning, renting, leasing, selling, modifying, decompiling, disassembling, reverse engineering, or transferring the Website, Website content, or any portion thereof. The Publisher also agrees not to engage in any actions that could interfere with or disrupt the normal functioning of the Adtrafico Network or any other systems owned or controlled by Adtrafico. Adtrafico reserves all rights not explicitly granted in this Agreement.
15. Disclaimer of Warranties
15.1. THE WEBSITE, SERVICES, CREATIVES, PROGRAMS, ADVERTISERS’ PRODUCTS AND SERVICES, CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ADTRAFICO DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND FITNESS FOR A PARTICULAR PURPOSE. THE WEBSITE, SERVICES, CREATIVES, PROGRAMS, AND/OR ADVERTISERS’ PRODUCTS AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS, OR OTHER LIMITATIONS. ADTRAFICO HAS NO LIABILITY WHATSOEVER TO YOU OR ANY THIRD PARTY FOR YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, SERVICES, CREATIVES, PROGRAMS, AND/OR ADVERTISERS’ PRODUCTS OR SERVICES, AND ADTRAFICO DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT YOUR USE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY OF THE PROGRAMS WILL BE AVAILABLE TO YOU. THE NEGATION OF DAMAGES SET FORTH HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN ADTRAFICO AND YOU. THE WEBSITE, SERVICES, CREATIVES, PROGRAMS, AND/OR ADVERTISERS’ PRODUCTS AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
15.2. ADTRAFICO MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE WEBSITE, SERVICES, CREATIVES, AND/OR PROGRAMS. YOU UNDERSTAND AND AGREE THAT ANY MARKETING EFFORTS OR CAMPAIGNS USING THE SERVICE AND ADTRAFICO NETWORK ARE AT YOUR OWN RISK, AND ADTRAFICO SHALL NOT BE RESPONSIBLE FOR THE OUTCOME OF SUCH MARKETING EFFORTS.
15.3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ADTRAFICO AND/OR ANY ADVERTISER THROUGH THE WEBSITE, SERVICES, CREATIVES, AND/OR PROGRAMS SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THE AGREEMENT. ADTRAFICO IS NOT LIABLE FOR ANY CONTENT THAT APPEARS ON OR IS DISTRIBUTED THROUGH PUBLISHER WEBSITES. YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT ON YOUR WEBSITES. ADTRAFICO DOES NOT EXERCISE DIRECT OR INDIRECT CONTROL OVER THE CONTENT OF PUBLISHER WEBSITES, EXCEPT AS EXPLICITLY STATED IN THIS AGREEMENT OR AS REQUIRED BY APPLICABLE LAW.
15.4. ADTRAFICO SHALL NOT BE LIABLE FOR ANY CONTENT, MATERIALS, OR ASSETS PROVIDED BY THE ADVERTISERS, INCLUDING BUT NOT LIMITED TO CREATIVES, ADS, TRADEMARKS, OR OTHER MARKETING MATERIALS, NOR FOR ANY ERRORS, OMISSIONS, OR INACCURACIES CONTAINED THEREIN. YOU AGREE THAT THE USE OF SUCH ADVERTISER-PROVIDED MATERIALS IS AT YOUR OWN RISK, AND ADTRAFICO DOES NOT WARRANT, ENDORSE, OR GUARANTEE THE ACCURACY, LEGAL COMPLIANCE, OR SUITABILITY OF SUCH MATERIALS FOR YOUR MARKETING EFFORTS. YOU SHALL INDEMNIFY AND HOLD ADTRAFICO HARMLESS FROM ANY CLAIMS, DAMAGES, LOSSES, OR EXPENSES ARISING OUT OF YOUR USE OF SUCH MATERIALS.
16. Limitation of Liability
16.1. Adtrafico, including its directors, officers, employees, publishers, sub-publishers, affiliates, agents, contractors, interns, suppliers, service providers, or licensors, shall not be held liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind. This includes, but is not limited to, lost profits, lost revenue, lost savings, loss of data, replacement costs, or similar damages, whether arising from contract, tort (including negligence), strict liability, or otherwise. This applies to your use of the Website, any programs, products, or services offered by advertisers, or your display of creatives on your Publisher Website, Publisher emails, or other marketing platforms. Furthermore, it includes any claims related to your use of the Service or the Website, such as errors or omissions in content or any loss or damage incurred due to the use of the Service or content (or product) posted, transmitted, or otherwise made available via the Service, even if you were advised of the possibility of such issues. This limitation of liability includes but is not limited to, special, indirect, incidental, punitive, and consequential damages, regardless of whether Adtrafico has been advised of the potential for such damages. Adtrafico’s maximum aggregate liability to you or any third party, under any and all circumstances, shall not exceed the amount of three hundred dollars ($300), regardless of the nature of the claim. This limitation of liability applies to all types of claims, whether based on contract, tort, negligence, statutory obligations, or otherwise, including but not limited to claims arising from any failure of Adtrafico’s Website, Creatives, Programs, or Services to meet expectations.
16.2. Additionally, except as otherwise provided by applicable law, you agree that no legal action, suit, or proceeding shall be initiated or brought against Adtrafico more than one (1) year after the date on which the claim or dispute arose. You further acknowledge and agree that the limitation of damages and liability specified herein is fair, reasonable, and fully accepted by you as part of the terms of your engagement with Adtrafico.
16.3. In some countries, it is not allowed to exclude implied warranties or to limit or exclude liability for incidental or consequential damages, so 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.
17. Representations and Warranties
17.1. You further represent and warrant that the content of your Publisher Website and Publisher Emails does not promote, advocate, facilitate, or include any of the following:
(a) illegal activity under U.S. state or federal law or regulation, Canadian provincial or federal law or the laws of any other jurisdiction in which you operate;
(b) misleading representation implying endorsement by Adtrafico or an Advertiser without written consent;
(c) content that infringes upon the intellectual property rights of any third party or any other right including, without limitation, false advertising, unfair competition, invasion of rights of publicity or privacy;
(d) materials which encourage violence, criminal behaviour or dangerous behaviour, promotion of illegal substances or activities (e.g., illegal narcotics, how to build a bomb, counterfeiting money, creating weapons, taking or making drugs and carrying out fraudulent or terrorist acts, etc.);
(e) content that violates child protection laws;
(f) software, product or service that harvests or collects the personal information of Internet users, whether or not for commercial purposes, without the express consent of such users;
(g) defamation, abuse, libel, or material threatening physical harm to others;
(h) gambling, contests, lotteries, or sweepstakes unless legally permissible;
(i) hacking or phreaking;
(j) hate speech, discrimination, or material that discriminates on the basis of race, ethnicity, gender, age, disability, religion, or sexual orientation;
(k) investment or money-making opportunities or advice not permitted by law;
(l) material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(m) material that impersonates any person or entity, use of materials, promoting a product or a service on behalf of celebrities or politicians without their official permission and consent, use of celebrities or politicians’ names to sensationalize the promoted content (“fake news”, propaganda and negative representation of the individuals featured);
(n) software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet;
(o) materials violating the CAN-SPAM Act;
(p) personal or confidential information of third parties;
(q) pornographic, child pornographic, obscene, sexually explicit or related content;
(r) violence or profanity, materials that demonstrate, promote or incite crimes or violent acts, content that promotes terrorism or encourages terrorist acts;
(s) software pirating (e.g., warez, hotline);
(t) spoofing, redirecting or trafficking from other websites in an effort to gain traffic.
17.2. The Parties hereby acknowledge and agree that the Publisher is solely responsible for the method by which the Creatives are disseminated. You, as the Publisher, represent and warrant that during the term of this Agreement:
(a) no images, graphics, links, co-registration paths, pop-ups, pop-unders, or processes for generating Actions other than the Creatives may be used without first obtaining prior written consent from Adtrafico;
(b) your Publisher Website and/or Publisher Emails are represented by a legitimate second-level domain name (e.g., yoursite.com is acceptable, but a shared server such as sharedsite.com/yoursite is not acceptable);
(c) your Publisher Website is not hosted by a free service and must remain fully functional at all times, with no sections labeled “under construction”;
(d) your Publisher Website and Publisher Emails shall not offer incentives to users to click on Creatives (“Incentives”). Incentives include, but are not limited to, offering users cash, points, prizes, or entries to contests or sweepstakes;
(e) your Publisher Website is not offered as part of a community-based website, personal entry, or personal page;
(f) your Publisher Website contains distinct and legitimate content, substance, and material, and is not merely a list of links or advertisements. The purpose of your Publisher Website is substantially or completely separate from being designed solely to generate revenue from Adtrafico’s Advertisers or other third-party advertisers;
(g) your Publisher Website features, at a minimum, a privacy policy linked conspicuously from such Publisher Website’s home page, with a link that contains clear, prominent and explicit language indicating its presence. Such privacy policy shall, in addition to the disclosures about Publisher’s privacy practices identify the collection and specific use of any information Publisher collects, provides or may provide to Adtrafico and to any Advertiser or other websites or persons with which Publisher has any other arrangement relating thereto. In addition to listing the categories of personally identifiable information that are collected, the Publisher must list the categories of third-parties with whom the Publisher shares such personally identifiable information, describe the process (if any) by which a consumer can review and request changes to his/her personally identifiable information collected by the Publisher, describe the process by which the Publisher notifies consumers of material changes to the privacy policy, and indicate the effective date thereof. Such privacy policy must comply with the California Online Privacy Protection Act (“CalOPPA”), the General Data Protection Regulation and other applicable laws and regulations. The Publisher must disclose how it responds to web browser’s Do-Not-Track signals or other mechanisms that provide consumers the ability to exercise choice regarding the collection of personally identifiable information about an individual consumer’s online activities over time and across third-party websites or online services (if the Publisher engages in such collection), and disclose whether other parties may collect personally identifiable information about an individual consumer’s online activities over time and across different websites when a consumer uses Publisher’s website. You are obligated to fully comply with the privacy policy posted on the Publisher Website(s) at all times. You shall notify Adtrafico in writing at least three (3) business days in advance of any changes to any applicable privacy policy and shall provide Adtrafico with a revised copy of the affected privacy policy prior to the date that the changes take effect;
(h) you will, at all times, comply with all laws applicable in the jurisdiction where the Publisher is situated, as well as in any jurisdiction where the Publisher directly or indirectly conducts its business or markets the Creatives, including local, regional, and international laws regarding online advertising, marketing, and privacy;
(i) you will not attempt in any way to alter, modify, eliminate, conceal, or render inoperable any tags, source codes, links, pixels, modules, or other data provided by or obtained from Adtrafico;
(j) you will not use pop-ups or exit pop-ups in connection with your Publisher Website and/or Publisher Emails;
(k) you will not use any deceptive or misleading practice to inflate the number of Actions generated, including the use of spyware, automated devices, programs, robots, Iframes, hidden frames, redirects, spiders, or any other artificial or fraudulent methods;
(l) you will not use any third-party trademarks in any way that directs traffic to an Publisher Website or Advertiser’s website, including but not limited to, purchasing keywords from search engine services that include a third-party’s trademark, service mark, or brand name;
(m) you will not use any Creatives or Program terms and content in connection with soliciting, aggregating, or recruiting other Publishers, Advertisers, websites, or individuals to form or join a marketing network similar to Adtrafico’s;
(n) you will place or use the Creatives with the sole intention of delivering valid Actions as determined by and for the benefit of, the applicable Advertiser;
(o) you will not violate the guidelines of any search engines you utilize to drive traffic to your Publisher Website;
(p) you will not allow Creatives to be placed on any non-Publisher Website without the prior express written consent of Adtrafico;
(q) you will not redirect traffic to a website other than the website specified by the applicable Advertiser;
(r) you will not target any person who is under the legal age or target any jurisdictions where the promotion or use of the products or services offered is illegal.
17.3. The Publisher confirms that they possess all necessary rights, licenses, and permissions required to use the materials provided under this Agreement, and to engage in the activities described, including the display of advertisements, Creatives, and promotional content. Any violation of the foregoing representations and warranties, or the terms of this Agreement, may result in the immediate termination of the Agreement and forfeiture of all Bounties. Additionally, the Publisher may be subject to potential legal action for damages or claims arising from non-compliance with the terms outlined herein.
18. Non-Disparagement
18.1. The Publisher agrees and covenants that they shall not, at any time, make, publish, or communicate to any person, entity, or in any public forum, including but not limited to digital or online review websites or forums, any defamatory, discrediting, or disparaging remarks, comments, or statements concerning Adtrafico or its businesses, or any of Adtrafico’s employees, officers, directors, or representatives, both now and in the future. For the purposes of this section, a disparaging or discrediting statement or representation refers to any communication that, if made public, would or could cause the recipient of the communication to question the business condition, integrity, competence, good character, or product quality of the person or entity to whom the communication relates.
18.2. This section does not prohibit any disclosure required to be made to any governmental or quasi-governmental agency or any disclosure made in the course of pending or threatened litigation, mediation, or arbitration. Furthermore, the Publisher agrees not to participate in any activities that could potentially harm or damage the reputation of Adtrafico or any of its employees, officers, or business operations.
18.3. In the event the Publisher fails to adhere to the Non-Disparagement obligations set forth in this section, the Publisher shall be held liable for all losses, damages, or costs incurred by Adtrafico as a result. Adtrafico reserves the right to immediately terminate this Agreement and withhold any payments owed to the Publisher. In addition, Adtrafico may seek any available legal remedies to address the breach.
19. Indemnification
19.1. The Publisher agrees to indemnify, defend, and hold harmless Adtrafico, its Advertisers, and each of their respective parents, publishers, affiliates, subsidiaries, officers, directors, partners, members, managers, employees, agents, and attorneys from and against any and all claims, allegations, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) your improper use of the Website, Program, Services and/or any Creatives;
(b) your use of the Website, Program, Services, and/or any Creatives in any manner whatsoever;
(c) your breach and/or violation of the Agreement and/or any representation or warranty contained herein;
(d) any claim that Adtrafico is obligated to pay any taxes in connection with payments made to you under the Agreement and/or any Program;
(e) any content, goods, or services offered, sold, or otherwise made available by you on or through the Publisher Website, Publisher Emails, or other marketing channels;
(f) any third-party allegation or claim against Adtrafico and/or its Advertiser(s) relating to your violation of any applicable state or federal laws or the laws of your jurisdiction;
(g) any third-party claims related to Your Publisher Website, Publisher Emails, and/or Your marketing practices.
19.2. In the event that an action is brought against Adtrafico concerning any allegation for which indemnity may be sought from the Publisher, Adtrafico will promptly notify the Publisher of such a claim, except that failure to provide such notice shall not excuse the Publisher’s indemnification obligations under this Section. The Publisher will not consent to any judgment or enter into any settlement that adversely affects Adtrafico’s rights or interests without obtaining prior written consent from Adtrafico.
20. Protection of Confidential Information
20.1. “Confidential Information” refers to any information disclosed to you by Adtrafico, either directly or indirectly, through written, oral, or visual means, or through inspection of tangible objects, except for information that you can demonstrate:
(a) is in your possession, without confidentiality restrictions, at the time of disclosure by Adtrafico, as evidenced by your files and records prior to the disclosure. Adtrafico’s Program rates are considered “Confidential Information”;
(b) becomes publicly known and made generally available after its disclosure to you by Adtrafico through no fault of yours; and/or
(c) was publicly known and made generally available in the public domain before its disclosure to you by Adtrafico. Adtrafico’s Program rates are considered “Confidential Information.”
20.2. You agree that, at all times, you shall not: (a) use any Confidential Information for purposes other than as necessary to fulfill your obligations under the Agreement; (b) reproduce or otherwise copy any Confidential Information, except when required to perform the duties specified in this Agreement or as mandated by applicable law; and/or (c) disclose, sell, license, transfer, or otherwise make available to any third party any Confidential Information.
20.3. Any and all information submitted by end-user customers (“Customer Information”) in connection with the Program is considered proprietary to and owned by Adtrafico and/or its licensors. This Customer Information is considered Confidential Information as defined above and shall not be used or disclosed by you in any manner. You agree to take all necessary precautions to protect the confidentiality of such Customer Information, ensuring that no unauthorized access, disclosure, or use occurs.
20.4. You further acknowledge that all non-public information, data, and reports provided by Adtrafico or obtained as part of the Service are proprietary to and owned by Adtrafico or its licensors. This includes, but is not limited to, data analytics, business strategies, marketing plans, and any other content related to the Program or Services, whether explicitly marked as confidential or not. All proprietary and Confidential Information is protected by copyright, trademark, and other intellectual property laws. You agree to implement appropriate security measures to prevent unauthorized access, copying, or distribution of the Confidential Information. You agree not to reproduce, disseminate, sell, distribute, or commercially exploit any proprietary or Confidential Information of Adtrafico and/or its licensors in any manner. Any use of such information is strictly limited to the purposes outlined in this Agreement. These non-disclosure obligations shall remain in effect even after the termination or expiration of the Agreement.
20.5. Upon termination of the Agreement, you agree to immediately return or destroy all Confidential Information, including any copies, in your possession, as instructed by Adtrafico, and to certify in writing that such destruction has occurred. You shall promptly notify Adtrafico in writing of any unauthorized disclosure, access, or use of its Confidential Information and cooperate fully with Adtrafico in any investigation or legal action related to such a breach.
21. Duration and Termination
21.1. This Agreement shall begin upon Adtrafico’s acceptance of your Publisher application and will remain in effect until terminated as outlined herein. Either Party may terminate this Agreement by providing three (3) days’ prior written notice to the other Party. Additionally, Adtrafico reserves the right, at its sole discretion, to terminate any Program and/or remove any Creatives at any time, for any reason, upon notice to you. Adtrafico also reserves the right to terminate your access to the Website at any time, with or without notice.
21.2. Termination notices may be sent via email and shall become effective immediately, or in another manner, if agreed upon by the Parties. Furthermore, Adtrafico reserves the right to suspend any payments due to you upon termination, pending the resolution of any outstanding issues or investigations, including allegations of fraud or violations of this Agreement. The Publisher further agrees that Adtrafico has the right to withhold any payments or recover any overpaid Bounties if the termination results from fraudulent activities or any other breach of the Agreement by the Publisher.
21.3. Upon termination, the Publisher agrees to immediately remove from its Publisher Website(s) all Creatives, Adtrafico Code, or any other intellectual property made available to the Publisher under this Agreement. The representations, warranties, and obligations outlined in this Agreement shall continue in full force and effect after termination. All payment obligations that have accrued prior to the termination date shall survive until fully satisfied. For clarity, the Publisher shall not be entitled to receive any Bounties for any Actions that occur after the termination date.
22. Severability.
22.1. In the event that any provision of this Agreement is determined to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity, legality, or enforceability of the remaining provisions of the Agreement. The Agreement shall be interpreted as though the invalid, illegal, or unenforceable provision had never been included.
23. Waiver.
23.1. No delay or failure by either Party to: (a) enforce any provision of this Agreement; (b) exercise any option provided herein; or (c) require the timely performance of any term or provision of this Agreement, shall be interpreted as a waiver of such provision. Any waiver of compliance with any term or provision of this Agreement must be made in writing by the Party granting the waiver. A waiver by either Party of any term or provision shall not be deemed to constitute a waiver of the same provision in the future or any subsequent breach of the Agreement.
24. Governing Law and Jurisdiction.
24.1. The Agreement shall be construed and governed by the laws of Switzerland, without giving effect to any principles of conflicts of law.
24.2. In the event of any dispute or claim arising out of or in connection with these Publisher Terms, the parties shall first attempt to resolve the matter amicably through good-faith negotiations. If the dispute cannot be resolved through negotiation, the dispute, including any controversy related to the law or facts of any nature, whether arising from or respecting the Agreement, shall be decided by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre, as they are in force on the date the Notice of Arbitration is submitted, in accordance with those Rules (“Arbitrator”). The number of arbitrators shall be one. The arbitration process shall be conducted in English. At Adtrafico’s request, the arbitration proceedings will be conducted in secrecy. In such a case, all documents, testimony, and records shall be sealed and maintained in secrecy under the Arbitrator’s control. These documents will only be accessible to Adtrafico or the Publisher and their respective attorneys, as well as any experts who have agreed in writing, in advance, to maintain confidentiality and to keep such information in secrecy.
24.3. The Arbitrator shall have the authority to provide any and all forms of relief, including equitable relief such as a temporary restraining order, or a temporary or permanent injunction, and may also award damages, whether or not an accounting of damages is required, as well as costs. Adtrafico shall be entitled to receive an award for its reasonable costs and expenses, including attorneys’ fees, in any action or proceeding in connection with, arising from, or under the Agreement.
24.4. Nothing in this Agreement shall be construed to limit Adtrafico’s legal remedies available. To the extent permitted by law, you agree not to bring, join, or participate in any class action lawsuit related to any claim, dispute, or controversy that you may have against Adtrafico, its employees, officers, directors, members, representatives, and assigns. You also agree to the entry of injunctive relief to prevent you from bringing or continuing such a lawsuit or to remove you as a participant in such a lawsuit. You agree to pay the attorneys’ fees and court costs that Adtrafico incurs in seeking such relief. This provision preventing you from bringing, joining, or participating in class action lawsuits does not constitute a waiver of your rights to pursue a claim individually, rather than as part of a class action, in binding arbitration as outlined above. This provision is a separate and independent agreement.
25. Assignment.
25.1. Adtrafico reserves the right to assign the Agreement, or any part of it, at its sole discretion. You may not assign, transfer, or delegate any of your rights or obligations under this Agreement without obtaining prior written consent from Adtrafico, which may be withheld at Adtrafico’s discretion. Any attempt to assign, transfer, or delegate without consent will be deemed null and void. Additionally, such unauthorized actions may result in Adtrafico, at its sole discretion, terminating the Agreement and/or your participation in any Program immediately, without incurring any liability. This Agreement will be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.
26. Force Majeure
26.1. You expressly acknowledge and agree that Adtrafico shall not be liable for any failure or delay in performing its obligations under the Agreement due to causes beyond Adtrafico’s reasonable control. These events or circumstances, which may include, but are not limited to, acts of God, natural disasters, fire, flood, earthquakes, or other extreme weather conditions; acts of government or regulatory authorities, including changes in laws or regulations; wars, civil disturbances, strikes, lockouts, labor disputes, or other labor-related disruptions; technical malfunctions or disruptions, including but not limited to, failures in telecommunications, power outages, software, hardware, or internet connectivity issues; actions, disruptions, or omissions by third parties, such as suppliers, subcontractors, or other service providers; or any other cause beyond Adtrafico’s reasonable control, shall not be considered a breach of the Agreement.
27. Prohibited Actions
27.1. You shall not use any device, software, or routine to interfere with or attempt to interfere with the proper functioning of the Website. You shall not take any action that imposes an unreasonable or disproportionately large load on Adtrafico’s infrastructure. You acknowledge that any unauthorized or unlawful use of the Website, Services, Creatives, and/or Programs could result in irreparable harm to Adtrafico, for which monetary damages would not be sufficient. In such cases, Adtrafico shall have the right to seek immediate injunctive relief in addition to any other remedies available under the Agreement, without the need to post a bond.
28. Right to Perform
28.1. You agree that Adtrafico may, at its discretion, request a financial accounting and conduct an inspection of your books and records, including, but not limited to, access to your computer databases, to verify and corroborate financial information related to the relationship established under this Agreement. You hereby authorize Adtrafico to obtain credit reports regarding your business and to require you to provide reasonable information concerning your financial position to ensure compliance with the terms of this Agreement.
29. Third-Party Links
29.1. Our Website may contain advertisements, promotions, and links to external websites or resources provided by third parties. We may also include non-commercial references or links to third parties within the content provided on the Website. However, we are not responsible for the availability, content, or accuracy of any external websites or resources. Additionally, we do not endorse any products, services, or information offered by third-party websites or resources. Should you choose to engage with third parties linked through our Website, their terms and conditions will govern the relationship between you and those third parties. We disclaim any responsibility or liability for third-party terms or actions.
30. Notice.
30.1. If you have any questions or need additional clarification regarding these Publisher Terms, please do not hesitate to reach out to us. Notices to Adtrafico may be submitted via email at support@adtrafico.com.
31. Our Policies
31.1. We recognize the significance of your personal information and are fully dedicated to safeguarding it. Your privacy is a priority for us, and we ensure transparency regarding how we handle your data. Our Privacy Policy and Cookie Policy provide comprehensive details on the types of personal information we collect, the purposes for which we collect it, and how we manage, use, and protect it. These documents explain the steps we take to secure your data, your rights concerning your personal information, and how we comply with data protection regulations. By reviewing our policies, you will gain a clear understanding of how your information is treated throughout our services.
32. Entire Agreement and Amendments.
32.1. The Parties acknowledge and agree that this Agreement represents the entire and complete expression of the agreement between the Parties, and supersedes all prior agreements, whether written or oral, between the Parties. Adtrafico retains the right to modify the Website, the Service, and the Agreement at any time without prior notice. The most current version of the Agreement will always be available on the Website. Your continued use of the Website and/or the Service following any such modifications signifies your acceptance of those changes. Accordingly, it is your responsibility to frequently review the Website for updates or amendments.