1. User's Relationship with Trafgid
- 1.1. The User's use of the Trafgid website, services and information provided by the Trafgid website is subject to the terms of the following Terms of Service Agreement (TOS) between the User and Trafgid.
- 1.2. The User is defined as anyone who uses the Trafgid website and any information and services provided by Trafgid.
- 1.3. The Trafgid website refers to the Internet site with the address Trafgid.com as well as banners and advertisements on other websites with a hyperlink(s) to Trafgid.com.
- 1.4. Trafgid ""services"" refers to the ability that Trafgid gives Users to publicize ads on the Trafgid website in the form of an article caption (or post), short description and picture with a link to the website where this article is published. Trafgid doesn't create, write, or publish news stories or articles.
- 1.5. The Trafgid website, services, and information will be referred to collectively as the ""Services"" in this document excluding any additional services provided to the User by Trafgid under a separate written agreement.
- 1.6. Trafgid reserves the right to change the Terms of Service (TOS) without notifying the User.
2. Accepting the Terms
- 2.1. In order to use the Services, the User must first agree to the Terms of Service (TOS). The User may not use the Services if he/she does not accept the TOS. If the User is already using the Services, but the User has not accepted the TOS, then the User must stop using Trafgid's Services immediately.
- 2.2. The User can accept the Terms of Service simply by using the Services. In this case, the User understands and agrees that Trafgid will treat his/her use of the Services as acceptance of the Terms of Service from that point onwards.
3. Use of Services by the User
- 3.1. Trafgid enables the User to create ads from the articles published at the original website where the news and articles were published. The content of the ad's post/caption/announcement/headline/hyper-link/photo (hereafter referred to as "Link") may differ from the content of the article for which the link was made.
- 3.2. In any Link, the User can use any picture or image which is published on the same page of the website where the original article is published and is relevant to the article. This picture or image will be published as a thumbnail. The User who publishes the Link and the website where the aforementioned article was published bear complete responsibility for any infringement of a third party's copyright (copyright of the person(s) or organization(s) who created or owns the content of the article or photo) if such an infringement of copyright occurs.
- 3.3. In a Link, the User is allowed to use any picture or image which is NOT published on the same page of the website where the publicized article is published. In this case, the picture or the image must be taken from open resources only (licensed free resources) and will be published as a thumbnail in the Link.
- 3.4. The content of the picture or image in a Link may differ from the topic of the Link's caption, from the Link's short description, from the original article's caption, and from the content of the original article. The person(s) shown in the photo in the Link may differ from the person(s) shown or mentioned in the article. The picture used in the Link may be unrelated to the content of the original article.
- 3.5. The User understands and agrees that he/she is responsible for any information, data, written text, pictures, images, video and other content (hereafter referred to as "Content") which he/she publishes on the internet using the Services of Trafgid. This means that only the User (and not Trafgid) bears full responsibility for all Content which the User publishes, uploads, sends, transfers, receives, shares or otherwise makes public using the Services of Trafgid. Trafgid does not monitor the Content published, posted, uploaded, sent, transferred, received, or shared with its Services and, therefore, does not guarantee the accuracy, completeness, comprehensiveness or quality of any Content. The User understands that while using the Services of Trafgid he/she might come into contact with Content that could seem offensive, indecent or objectionable. Trafgid is not responsible for any Content created by the use of the Services by any User under any circumstances.
- 3.6. The User agrees that Trafgid is not obliged to check any of the Content before it is published. The User also agrees that Trafgid has the right (but shall have no obligation) to refuse or remove any or all Content (which is available through the Services of Trafgid) at its own discretion. The User agrees that Trafgid is not liable for the accuracy, reliability, completeness or usefulness of the Content displayed on the site or through the Trafgid Services.
- 3.7. The User agrees and understands that he/she uses the Services at his/her own risk.
- 3.8. The User takes into account that Trafgid Service technology may require sending Content (which the User wants to publish) through a computer network or changing the Content in order to meet specific technical requirements.
- 3.9. The User agrees NOT to use the Services to:
- a. post, upload, email, transmit, share or otherwise make public any Content which is recognized as illegal, harmful, threatening, immoral, slanderous, infringing upon someone's copyright, popularizing violence and/or any sort of discrimination (racial, ethnic, sexual, social or any other sort of discrimination), and/or insulting a particular person or organization;
- b. infringe upon the rights of minors and/or cause any sort of harm to minors;
- c. discriminate against minorities;
- d. give untruthful information about his/her identity or identify himself/herself as a representative of an organization/company (including introducing himself/herself as a Trafgid representative, Trafgid employee, Trafgid forum moderator, or Trafgid owner) without having the right to do so, and to offer any false representation of the properties and/or characteristics of other persons, entities, companies, or products;
- e. post, upload, email, transmit, share or otherwise make public any Content which is forbidden to post, upload, email, transmit, share or otherwise make public according to the law or a contractual agreement with a third party;
- f. post, upload, email, transmit, share or otherwise make public any Content which affects a third party's license, trademark, commercial secret, copyright or any other sort of possessive rights (rights of ownership);
- g. post, upload, email, transmit, share or otherwise make public any Content which encourages/propagandizes ethnic strife, incites violence against a certain person(s) or group of people, violence against animals, and/or encourages the abuse of law;
- h. post, upload, email, transmit, share or otherwise make public any Content which contains computer viruses, threats or other codes, files, or software which are intended to harm, destroy or restrict the functionality of any hardware or software, or which can be used for unauthorized access/data trespassing, or which contain serial numbers for licensed software, cracked software, logins, passwords or other tools for unauthorized access to any licensed protected software or data on the Internet;
- i. abuse of any local, state or international laws;
- j. collect and store the private data of other users;
- k. engage in the unauthorized use of advertising, commercial or promotional content without an agreement with, or permission from, the concerned party;
- l. post, upload, email, transmit, share or otherwise make public any content containing crude or offensive words, phrases or sentences;
- m. post, upload, email, transmit, share or otherwise make public any Content, which contains nudity or pornography.
- 3.9.1 Trafgid reserves the right (but shall have no obligation) to refuse or remove any or all Content from the Services at its own discretion if the said Content does not meet the requirements of the Terms of Service. Trafgid is not obliged to notify the User of the reasons for removing or rejecting any Content.
4. Non-commercial Use
- 4.1. The User agrees not to reproduce, copy, sell or use for commercial purposes any parts of the Services, not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Trafgid, unless the User is granted special rights by Trafgid specifically in order to do so. Trafgid doesn't bear any responsibility for any legal agreements between the User and any other third parties.
- 4.2. The User agrees to refrain from trying to crack any of Trafgid's software or data or to decompile the Trafgid software source codes used in the Services with the intention to install it on his/her PC, phone, pocket PC or other electronic device.
- 5.1. Trafgid is not responsible for any delays, failures, incorrect or untimely publications, or the removal or loss of any data.
- 5.2. The User agrees that Trafgid may make changes to the rules and restrictions of use from time to time with or without notification of the User.
- 5.3. The User agrees that any Content published with the Trafgid Services as open Content can be used by Trafgid at its own discretion for its own purposes and the User cannot claim compensation (monetary or otherwise) from Trafgid for doing so.
6. Proprietary Rights
- 6.1. The User acknowledges and agrees that all Trafgid Services and software are protected by copyright, trademark, license, intellectual property laws and any applicable laws of the United Kingdom, laws of other countries and/or international laws.
- 6.2. Trafgid gives the User a personal, non-assignable and non-exclusive license to use the software provided to him/her by Trafgid as part of the Services. The User may not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof. The User agrees that he/she will not reproduce, duplicate, copy, sell, trade or resell the software provided to him/her as a part of the Services for any purpose and also will not modify the Services for any purpose.
- 6.3. Unless the User has agreed otherwise in writing with Trafgid, the User may not use objects of Trafgid intellectual property (such as logos, trade names, trademarks and other brand features, Trafgid website content etc.).
7. Exclusion of Warranties
- 7.1 Trafgid does not guarantee to the User that his/her use of the Services will be uninterrupted, timely, secure or free from error.
- 7.2 Trafgid does not bear responsibility for the Content created and displayed by other Users through the Services.
- 7.3 The User is solely responsible for any breach of any sort of third party rights.
- 7.4 If the use of the Services by the User results in complaints or claims from a third party addressed to Trafgid concerning the breach of their rights (including copyright infringement or a person(s) depicted in the photos in the Content who does not want the images to be used in the Services) the User is held fully responsible and must take actions on her/his own to satisfy such claims and complaints.
- 7.5 Trafgid may (but has no obligation to) review, modify or remove Content published by the User.
- 7.6 Trafgid is not liable to the User for any loss of information which the User publishes on or with the Services of Trafgid.
- 7.7 The User understands and agrees that:
- a. The Services are provided "as is". Trafgid does not guarantee that the Services will accommodate or fulfill the User's purpose(s) for using them;
- b. Trafgid does not guarantee that the Services will meet the User's requirements or expectations; that the Services will be uninterrupted, timely, secure or free from error; that any information obtained by the User as a result of his/her use of the Services will be accurate or reliable; that the quality of any product, information, etc. obtained by the User as a result of his/her use of the Services will meet the User's expectations; that defects in the operation or functionality of any software provided to the User as part of the Services will be corrected;
- c. The User understands that he/she uses the information obtained through use the Services at his/her own risk;
- d. Trafgid is not liable to the User for any direct or indirect losses which may be incurred by the User due to the availability or unavailability of the Services or the behavior of a third party concerning the Services;
- e. The Services may include hyper-links to other websites or content or resources. The User acknowledges and agrees that Trafgid is not responsible for the availability of any such external sites or resources, for their content, and/or for any loss or damage which may be incurred by the User as a result of his/her use of such external sites or resources.
8. Other General Legal Terms
- 8.1 Unless the User has agreed otherwise in writing with Trafgid, all complaints, claims, requests, questions and other inquiries must be addressed to [email protected]
- 8.2 The Terms of Service (TOS) is a binding agreement between the User and Trafgid, which regulates the User's use of Trafgid's Services.
- 8.3. These Terms of Service, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under the laws of the United Kingdom and any actions resulting to be performed within the United Kingdom, and without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods. The prevailing party in any action arising out of this ToS shall be entitled to an award of its costs and attorneys' fees.
- 8.4. When using Trafgid Services that are free, the user agrees that consumer protection laws are not applicable to the Terms of Service.
- 8.5 Nothing in the TOS can be recognized as an establishment of friendship, business partnership, employment, representative relations or any other sort of relationship between the User and Trafgid which is not directly described under the Terms.
- 8.6 If any part of the TOS is proved to the satisfaction of a jury as being invalid or as having a non-binding nature, the rest of the Terms of Service will still remain binding.
- 8.7 If the User (or any other users) breaks the Terms of Service and Trafgid does not act to protect its interests, this does not mean that Trafgid cannot decide to prosecute any offender in the future.
9. User Registration Obligations
- 9.1 In consideration of your use of the Trafgid Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the Trafgid Services under the laws of the United Kingdom or other applicable jurisdiction.
- 9.2 As a condition to using Services, you are required to register with Trafgid and select a password and screen name (Trafgid User ID). You shall provide Trafgid with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Service, which may result in immediate termination of your Trafgid account. You may not
(i) select or use as an Trafgid User ID a name of another person with the intent to impersonate that person;br>
(ii) use as an Trafgid User ID a name subject to any rights of a person other than you without appropriate authorization; or
(iii) use as an Trafgid User ID a name that is otherwise offensive, vulgar or obscene. Trafgid reserves the right to refuse registration of, or cancel an Trafgid User ID in its discretion. You shall be responsible for maintaining the confidentiality of your Trafgid password.
- 9.3 Services are available only to individuals who are at least 13 years old, whether acting on their own behalf or as an authorized employee or representative of a corporation or other business entity. If you do not so qualify, do not attempt to register for or use the Services.
- 9.4 Upon registration User agrees that has not previously registered an account with our Services and that email address and personal information are valid. User represents and warrants that the information provided in Website contact information forms is true, accurate, current and complete. User agrees to maintain and update this information to ensure that it is true, accurate, current, complete, and to provide proof of identification upon request. If any information provided by User is untrue, inaccurate, not current or incomplete, Website will have the right to suspend or terminate User’s account.
- 10.1. You agree not to disclose Trafgid Confidential Information without Trafgid's prior written consent. Trafgid Confidential Information includes without limitation:
- a. all Trafgid software, technology, programming, specifications, materials, guidelines, and documentation;
- b. click-through rates or other statistics relating to Trafgid and this Agreement; and
- c. any other information designated in writing by Trafgid as "Confidential" or an equivalent designation.
- 10.2. Trafgid Confidential Information does not include information that has become publicly known through no breach by You or Trafgid, or information that has been
- a. independently developed without access to Trafgid Confidential Information, as evidenced in writing;
- b. rightfully received by You from a third party; or
- c. required to be disclosed by law or by a governmental authority.
11. Respect of other Internet Users
- 11.1 The Users and Trafgid agree to respect the rights of other Internet users (whether they use the Trafgid Services or not), be polite to each other, follow the code of ethics and the traditions of Internet use, and agree not to use Trafgid Services with the aim to abuse morals and/or ethics in any way.
12. Content license from the User
- 12.1 Unless agreed otherwise, the User retains the copyright and any other rights he/she already holds in the Content, which he/she submits, posts or displays on or through the Services. The User is solely responsible (as established by the current law of the United States of America) for the use of Content which does not belong to him/her and for the breach of any third party copyright. If the User is found to have published Content which does not belong to him/her, it will be removed at the first request of the owner of the content (or the person(s)/entity effected).
13. Violation of the Terms
- 13.1 The User is requested by Trafgid to report any violation of the Terms to [email protected] The report should include as many details as possible. Hyperlinks to specific statements/comments would be the most significant and would hasten the processing of the report.
- 13.2 Compliance with these provisions is essential for the operation of the Trafgid Network. In the event of a serious breach of this Terms, Trafgid reserves the right to take further legal steps in addition to terminating the agreement. If you violate these provisions and if third parties may hold Trafgid liable for such violation, Trafgid is entitled to demand from You to indemnify us against all costs and expenses that may incur as a result of the breach. Such costs include, in particular, the compensation of damages of third parties and reimbursement of further expense.
14. Service Interruption and Force Majeure
- 14.1 Trafgid may temporarily suspend the availability of the Services to carry out scheduled hardware and software tests and/or updates (or any other necessary technical tasks). The User will be sent a notification about the start of such tasks one hour in advance along with information about when the task(s) will be finished.
- 14.2 In case of a force majeure, Trafgid software/hardware failures or breakdowns, failures or breakdowns of the hardware/software of Trafgid's partners (including failures and breakdowns which occur due to the actions of a third party) the provision of the Services may be interrupted without notification of the User.
15. Consideration of a Claim
- 15.1 All claims from a User(s) concerning his/her relationship with Trafgid will be considered in the follow way:
- a. If the User is certain that his/her rights or interests have been infringed upon due to the actions of Trafgid, then he/she is requested to send his/her claim to [email protected] The personal information (e.g. name, surname, e-mail) which was provided during the User's registration should be included in the claim;
- b. The claim will be considered by Trafgid within 5 business days from the day the claim is received, and the User will be sent a letter from Trafgid with a decision on his/her claim. The letter will be sent by e-mail to the email provided by the User in the claim;
- c. In case the User is not satisfied with the decision for his/her claim, it will be considered according to these Terms of Service;
- d. Unidentified claims will not be considered. If personal information is included in the claim, but it is impossible to identify the User on the basis of the information provided, then the claim will not be considered.
16. Changes to the Terms
- 16.1 Trafgid may make changes to the TOS without notifying the User.
- 16.2 The changes to the TOS take effect 3 days after they are displayed at Trafgid.com/agreement.html. The changes can take effect later than 3 days after being posted, and, in this case, the details about when they will take effect will be provided.
- 16.3 The User understands and agrees that if he/she uses the Services after the date on which the Terms of Service have taken effect, Trafgid will treat his/her use of the Services as acceptance of the updated Terms of Service. If User does not agree with any changes made to the Terms, then he/she must stop using the Services immediately.
17. Changes to the Law
- 17.1 Trafgid may make changes to the Terms of Service according to changes made to the laws of the United States of America, and/or other countries or international laws (if such changes to law occur) if these changes to the law affect Trafgid or its Services.
18.Special Provisions Applicable to Advertisers
- 18.1 The User may buy ads on Trafgid website. The following special terms apply to the User that places an order through Trafgid’s online advertising portal:
- a. User’s ads should fully comply with Trafgid Terms of Service..
- b. All payments will be calculated based on Trafgid’s tracking system.
- c.c. Trafgid does not state or guarantees that the ads placed by the User will receive any number of intended clicks. >
- d. Trafgid is not responsible for the people that interact with User’s ads, and is not responsible for click fraud or other improper actions that affect the cost of running ads.
- e. User can cancel the Order at any time through our online portal, considering that it may take up to 48 hours before the ad stops running. User is responsible for paying for those ads.
- f. Trafgid can use User’s ads and related content and information for marketing or promotional purposes.
- g. User will not issue any press release or make public statements about User’s relationship with Trafgid without prior written permission of Trafgid.
- h. Trafgid may reject or remove any ad for any reason.
- i. If User is placing ads on someone else's behalf, Trafgid needs to make sure that User has permission to place those ads, including the following:
- j. User warrants having legal authority to bind the advertiser. User agrees that if the advertiser violates Trafgid Terms of Service, Trafgid may hold User responsible for that violation.
- k. Administration retains the right to review all Advertiser`s activities for possible Fraud. During the period of time in which Administration shall review the account for possible Fraud, where such review period shall not exceed 180 days, Administration shall have the right to suspend Advertiser`s account until such time as the review has been concluded and subject to the conclusions of such review. Any incidence of Fraud on Advertiser`s part constitutes a breach of this Agreement, and Advertiser retains full authority to terminate this Agreement immediately in the event of such breach. Further, in the event that Administration deems that Fraud has occurred, Advertiser shall not be entitled to withdraw remaining balacne.
19. Special Provisions Applicable to Publishers
- 19. The User may act as a Publisher of ads from third-party advertisers, or his own ads, for display on the Trafgid’s Network via the Trafgid platform and services that allow for delivery of ads. The following special terms apply to the Publishers:
- 19.1. If the User is admitted as Publisher, he will be paid the percentage of Adjusted Gross Revenue indicated on the applicable Insertion Order (in the absence of the contrary provision). Such payments shall be made within the number of days of the end of the calendar month indicated on the applicable Insertion Order. All payments will be calculated based on Trafgid’s tracking system.
- 19.2. As a condition of the Publisher's use of the Trafgid’s services, the Publisher shall not use the services for any purpose, or in connection with any application, that is unlawful or prohibited by these Terms. The Publisher is responsible for complying with all applicable rules, laws, and regulations.
- 19.4. Publisher will not: (i) edit, modify, truncate, filter or change the order of Content Recommendations; (ii) obscure, modify or redirect Users away from a Destination Page, (iii) minimize, remove or otherwise inhibit the full and complete display of the advertising materials; (iv) artificially inflate clicks on Content Recommendations, or encourage or require any person to click on Content Recommendations using incentives or other methods; (v) remove, deface, obscure, or alter any notices of intellectual property rights included in the advertising materials; (vi) ) use the services for any purpose not authorized by Trafgid.
- 19.5. Publisher will not deploy the advertising on any properties that display adult, obscene, pornographic, defamatory, libelous, infringing, abusive, or illegal content, that promotes hate or discrimination, facilitates the sale of firearms or illegal drugs, or that participates or encourages participation in, illegal activities. Trafgid reserves the right in its sole discretion to disable the it’s services on any property at any time.
- 19.6. During the term of this Agreement and during any renewals thereof, Administration will provide a payment to Webmasters for every click processed by Webmasters` websites. Participants agreed to stipulate payment processes in additional agreements concluded in a form Insertion Order (IO). Payments will be provided to Webmasters:
- Frst payment – withhold (net) forty five (45) days;
- Subsequent payments with total clicks income of less than $1000 in a week – monthly, withhold (net) seven (7) days;
- Subsequent payments with total leads income in a range from USD 1000 to USD 10000 in a week - biweekly, withhold (net) seven (7) days;
- Subsequent payments with total leads income over USD 10000 in a week - weekly, withhold (net) seven (7) days;
- Publisher agrees the rule that all the payments will be made only after the signing by the parties a certificate of service acceptance in a paper form. Administration retains the right to withhold any payment until the condition of this clause is fulfilled in appropriate way. Alteration of payments terms can be done under an additional agreement mutually signed by Administration and User.
- 19.7. Administration retains the right to review all revenue for possible Fraud, where such Fraud may be on the part of an Advertiser or Publisher. During the period of time in which Administration shall review the revenue for possible Fraud, where such review period shall not exceed 180 days, Administration shall have the right to withhold any fees due to Publisher until such time as the review has been concluded and subject to the conclusions of such review. Any incidence of Fraud on Publisher’s part constitutes a breach of this Agreement, and Advertiser retains full authority to terminate this Agreement immediately in the event of such breach. Further, in the event that Administration deems that Fraud has occurred, either on Publisher’s part or on the part of a Client, Publisher shall not be entitled to receive any Fees which have accrued to its benefit at such time whether such Fees were generated through Fraud or otherwise. Administration retains the right to set-off from future Fees payable to Publisher any amounts already received by Publisher which can be shown to have been generated by Fraud.
No agency, partnership, joint venture, or employment is created as a result of the Terms of Service and you do not have any authority of any kind to bind Trafgid in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Trafgid shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Trafgid's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Service is not assignable, transferable or sublicensable by you except with Trafgid's prior written consent. Trafgid may transfer, assign or delegate the Terms of Service and its rights and obligations without consent. Both parties agree that the Terms of Service is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms of Service, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.