Terms & Conditions
This TrafficaRaves Affiliate Network Advertiser Agreement ("Advertiser Agreement"), shall govern the relationship between TrafficaRaves Affiliate Network (" TrafficaRaves Affiliate Network" or "we") and the Advertiser ("Advertiser"), whereby Advertiser may obtain access to the Affiliate Network (" TrafficaRaves Affiliate Network") of registered third party affiliates ("Affiliates") and publishers ("Publishers"), and related technology and software (" TrafficaRaves Affiliate Network Ad Server"), to market customized advertisements and links provided by Advertiser and/or TrafficaRaves Affiliate Network ("Ads," as further defined below). The TrafficaRaves Affiliate Network, as well as the services provided by TrafficaRaves Affiliate Network in connection therewith ("Services"), are further described in the Insertion Order ("IO") attached hereto and incorporated herein by reference (the IO, together with this Advertiser Agreement, the "Agreement"). The terms of the IO shall supersede all contrary terms set forth in this Advertiser Agreement, unless expressly set forth to the contrary. In any instance where Advertiser is an agency entering into the Agreement on behalf of a client, any reference to "Advertiser" shall refer jointly to Advertiser as well as the applicable underlying client.
1.TrafficaRaves Affiliate Network/Services
Advertiser agrees to accept and pay for, and TrafficaRaves Affiliate Network agrees to provide, the Services identified and set forth in the Agreement. In connection with the Services, TrafficaRaves Affiliate Network shall undertake marketing campaigns with Advertiser (each an "Ad Campaign") whereby TrafficaRaves Affiliate Network will distribute Advertiser's proprietary advertising materials including, without limitation, banners, buttons, text-links, clicks, co-registrations, pop-ups, pop-unders, e-mail, graphic files and similar online media (collectively, "Advertiser Ads") and/or, where applicable, TrafficaRaves Affiliate Network Ads (as defined below) through the TrafficaRaves Affiliate Network either:
Upon the execution of the Agreement, Advertiser must register on the TrafficaRaves Affiliate Network website and create a unique, password-protected account ("Account"). Advertiser will be responsible for safeguarding and maintaining the confidentiality of its Account and associated password. Advertiser shall remain fully and solely responsibility for any and all actions taken under Advertiser's Account, whether authorized by Advertiser or not. Advertiser must immediately notify TrafficaRaves Affiliate Network of any unauthorized use of Advertiser's Account. Advertiser is responsible for keeping its Account information current, complete and accurate, and Advertiser acknowledges and agrees that TrafficaRaves Affiliate Network will have no responsibility or liability, directly or indirectly, for failure to deliver notices as a result of inaccurate Account information.
2.Account
Upon the execution of the Agreement, Advertiser must register on the TrafficaRaves Affiliate Network website and create a unique, password-protected account ("Account"). Advertiser will be responsible for safeguarding and maintaining the confidentiality of its Account and associated password. Advertiser shall remain fully and solely responsibility for any and all actions taken under Advertiser's Account, whether authorized by Advertiser or not. Advertiser must immediately notify TrafficaRaves Affiliate Network of any unauthorized use of Advertiser's Account. Advertiser is responsible for keeping its Account information current, complete and accurate, and Advertiser acknowledges and agrees that TrafficaRaves Affiliate Network will have no responsibility or liability, directly or indirectly, for failure to deliver notices as a result of inaccurate Account information.
3.Ads
Advertiser shall develop all aspects of the Advertiser Ads, other than where the parties agree that TrafficaRaves Affiliate Network shall assist in the development of Ads. The parties understand and agree that Advertiser is the sole owner of any and all intellectual property rights associated with any Advertiser Ads; other than those portions that TrafficaRaves Affiliate Network prepares on Advertiser's behalf (such portions hereinafter referred to as, the "TrafficaRaves Affiliate Network Ads" and together with the Advertiser Ads, the "Ads"). The parties understand and agree that TrafficaRaves Affiliate Network is the sole owner of any and all intellectual property rights associated with the TrafficaRaves Affiliate Network Ads, other than Advertiser's trademarks, logos, copyrights and other pre-existing Advertiser intellectual property incorporated in the TrafficaRaves Affiliate Network Ads. Under no circumstances shall TrafficaRaves Affiliate Network be authorized to use the Ads other than in connection with Advertiser's Ad Campaigns as set forth in the IO(s). Advertiser shall submit all Advertiser Ads to TrafficaRaves Affiliate Network for approval prior to the commencement of the subject Ad Campaign set forth in the applicable IO. Advertiser shall not alter, modify or otherwise change the Ads, or any other Ads-related feature, in any manner whatsoever, without obtaining TrafficaRaves Affiliate Network's prior express written consent, after the applicable Ad has been approved by TrafficaRaves Affiliate Network. Notwithstanding the foregoing, TrafficaRaves Affiliate Network shall have sole discretion with respect to the creation of the "subject" and "from" lines used in its e-mailing of any Ads. TrafficaRaves Affiliate Network reserves the right, in its sole discretion and without liability, to: change any of its Ad Guidelines at any time; and to reject, omit, exclude or terminate any Ad for any reason at any time, with subsequent notice to the Advertiser, whether or not such Ad was previously acknowledged, accepted or published by TrafficaRaves Affiliate Network. Such reasons for rejection, omission or exclusion of Ads include, but are not limited to, where TrafficaRaves Affiliate Network deems, in its sole discretion, that the Ads, including the applicable products and/or services promoted by such Ads ("Advertiser Products"), and any website linked to from such Ads, are in violation of any applicable law, rule, regulation or other judicial or administrative order or where the content thereof may tend to bring disparagement, ridicule or scorn upon TrafficaRaves Affiliate Network or any of its Publishers and/or Affiliates. Advertiser reserves the right to reject, omit, exclude, terminate or request a change to the Ads at any time and TrafficaRaves Affiliate Network shall, subject to the provisions set forth herein, comply with such request as soon as practical but in no event later than three (3) business days after its receipt thereof. Advertiser may cancel or suspend a CPM-based Ad Campaign, or an Ad associated with such a CPM-based Ad Campaign, effective within approximately twenty-four (24) business hours of TrafficaRaves Affiliate Network's receipt of Advertiser's cancellation notice, which Advertiser can deliver by logging into its Account and following the instructions on the applicable menu.
4.Placement
The positioning, placement, frequency and other editorial decisions related to Ads shall be made by TrafficaRaves Affiliate Network and/or its Affiliates and Publishers, as applicable, in their respective sole discretion. The applicable IO may set forth the particular place(s) where Ads may appear and/or be distributed. Advertiser agrees that in a case where no points of placement or distributions are set forth in the applicable IO or, in cases where "Run of Affiliate Network" or similar designation is specified in the applicable IO, the Ads may appear at any point of placement and/or distribution that TrafficaRaves Affiliate Network and/or its Affiliates and Publishers may determine, in their respective sole discretion.
5.Ad Codes
Unless otherwise stated in writing by TrafficaRaves Affiliate Network, each Ad used by TrafficaRaves Affiliate Network in connection with an Ad Campaign must include, in unaltered form, the special transaction tracking computer code provided by TrafficaRaves Affiliate Network ("Ad Codes"). Advertiser will not knowingly modify, circumvent, impair, disable or otherwise interfere with any Ad Codes and/or other technology and/or methodology required or made available by TrafficaRaves Affiliate Network to be used in connection with any and all Ads. In connection with CPA-based Ad Campaigns, Advertiser agrees to payTrafficaRaves Affiliate Network a default payment of Fifty Cents ($0.50) CPM on a net thirty (30) day basis in instances where conversion data cannot be supplied due to a failure of the Ad Codes and Advertiser's inability to provide such information, in the alternative. All determinations made by TrafficaRaves Affiliate Network in connection with the Ads, Actions and any associated fees invoiced to Advertiser shall be final and binding on Advertiser. Notwithstanding the foregoing, TrafficaRaves Affiliate Network's Services do not involve investigating or resolving any claim or dispute involving Advertiser and any Publisher, Affiliate or other third party.
6.E-mail Marketing
I. The following terms apply to all Ad Campaigns transmitted via e-mail by TrafficaRaves Affiliate Network's Affiliates on behalf of Advertiser. Any and all e-mail based Ads:
II. shall comply with all applicable federal and state laws including, but not limited to, the CAN-SPAM Act of 2003 ("CAN-SPAM") and any and all Federal Trade Commission implementing regulations;
III. must not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity; and
IV. must not result in any consumer fraud, product liability or breach of contract to which Advertiser is a party or cause injury to any third party. Advertiser shall cause a valid physical postal address for Advertiser to appear in each e-mail Ad, along with a functioning unsubscribe link (such unsubscribe link must remain active for at least thirty (30) days after e-mail delivery). TrafficaRaves Affiliate Network may make available, at a TrafficaRaves Affiliate Network-designated FTP site ("FTP Site"), a suppression list (and associated login information), updated on a regular basis, generated from e-mail Ad Campaigns transmitted by TrafficaRaves Affiliate Network's Affiliates for Advertiser under applicable IO(s). Advertiser shall upload its own list of suppressed e-mail addresses to the FTP Site, if one is provided by TrafficaRaves Affiliate Network, or send its suppressed e-mail addresses to TrafficaRaves Affiliate Network via e-mail no less than daily. If no such suppressed e-mail addresses are supplied by Advertiser, then TrafficaRaves Affiliate Network may conclude that no such addresses exist. The suppression list and login provided by TrafficaRaves Affiliate Network are deemed to be Confidential Information of TrafficaRaves Affiliate Network, as defined hereinbelow. Suppression lists may not be used by Advertiser for any purpose other than to comply with applicable laws regulating e-mail transmissions. Advertiser agrees to process any unsubscribe requests within seven (7) days of being posted at the FTP Site.
7.Payments
The rates for Actions shall be set forth in the applicable IO(s). TrafficaRaves Affiliate Network will invoice Advertiser twice monthly. Unless otherwise set forth in the applicable IO, payment will be due to TrafficaRaves Affiliate Network within thirty (30) days of the date appearing on each invoice. If payment is not made in a timely manner, TrafficaRaves Affiliate Network may, at its option, immediately terminate the Agreement and/or any applicable IO(s). Interest will accrue on any past due amounts at the rate equal to the lesser of one and one half percent (1.5 per month or the maximum amount permitted by law. In addition, Advertiser shall be liable to TrafficaRaves Affiliate Network for all attorneys' fees and other costs of collection incurred in collecting such unpaid amounts. Advertiser agrees and acknowledges that it shall be fully responsible for any and all taxes, whether state or local, and related fees, costs and penalties incurred by TrafficaRaves Affiliate Network and/or any of its Publishers or Affiliates pursuant to Chapter 57 of the Laws of 2008 amending the New York State Tax Law.
8.Leads/CPA/Unaccepted Actions
I. In connection with Leads and CPA-based Ad Campaigns, Advertiser will pay TrafficaRaves Affiliate Network for all Actions generated; provided, however, that Advertiser shall have no obligation to pay for any Lead/CPA-based Action that:
II. it rejects within five (5) days of its receipt thereof; and
III. both parties determine is not a Valid Action (as defined below). Where TrafficaRaves Affiliate Network determines that such Action is a Valid Action, Advertiser must pay for same. A "Valid Action" means an individual person that:
IV. is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method designed to appear like an individual, real live person;
V. in the case of CPA-based Campaign, is a valid sale that is not fraudulent, cancelled, charged back or otherwise nullified; and
VI. in the case of Leads-based Campaigns, has submitted information that meets all of Advertiser's criteria as set forth in the applicable IO. The data associated with any and all Lead/CPA-based Actions ("Action Data") that are not both accepted and paid for by Advertiser shall be deemed the Confidential Information of TrafficaRaves Affiliate Network, subject to any and all restrictions set forth herein ("Unaccepted Action Data"). Upon Advertiser's acceptance of a Lead/CPA-based Action (and payment to TrafficaRaves Affiliate Network therefor in accordance with payment terms set forth herein and in the applicable IO), TrafficaRaves Affiliate Network shall grant to Advertiser joint ownership and the full right to use such Action Data. Where Advertiser does not accept Leads/CPA-based Actions, where Advertiser fails to make payments for same in accordance with the payment terms herein and in the applicable IO and/or where such Leads/CPA-based Actions are later determined not to be Valid Actions, Advertiser shall have no rights in and to such Action Data, and such Action Data shall be considered and treated as Unaccepted Action Data. Without limiting the generality of the confidentiality obligations set forth herein, Advertiser agrees that it:
VII. will not transfer, export, display, forward or otherwise share information contained in the Unaccepted Action Data to/with any third party;
VIII. will not use the information contained in the Unaccepted Action Data on its own behalf in any manner not expressly authorized by TrafficaRaves Affiliate Network;
IX. will not use the information contained in the Unaccepted Action Data to create any interactive on-line, CD-ROM or other derivative product;
X. will not publicly display the information contained in the Unaccepted Action Data on the Internet; and
XI. will notify TrafficaRaves Affiliate Network as soon as it learns of any actual or suspected unauthorized use of or access to the information contained in the Unaccepted Action Data and provide reasonable assistance to TrafficaRaves Affiliate Network in the investigation and prosecution of any such unauthorized use or disclosure.
9.Term/Termination
I. The Agreement shall continue for the term set forth in any underlying IO, provided that either party may terminate the Agreement and/or any IO at any time, upon five (5) business days' prior written notice. Upon termination or expiration of the Agreement for any reason:
II. Advertiser will pay TrafficaRaves Affiliate Network all amounts then due and owing as of the termination date within thirty (30) days as set forth in Section 7 hereinabove;
III. any and all licenses and rights granted to either party in connection with the Agreement shall immediately cease and terminate; and
IV.any and all Confidential Information or proprietary information of either party that is in the other party's possession or control must be immediately returned or destroyed. Notwithstanding any termination of the Agreement, any provisions of the Agreement that may reasonably be expected to survive termination of the Agreement, shall survive and remain in effect in accordance with their terms.
10.Warranty/Limitation of Liability
THE TrafficaRaves Affiliate Network, SERVICES, TrafficaRaves Affiliate Network ADS, AD GUIDELINES, ACTIONS AND AD CODES PROVIDED By TrafficaRaves Affiliate Network UNDER THE AGREEMENT AND/OR ANY APPLICABLE IO ARE SUPPLIED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT OF THE LAW, TrafficaRaves Affiliate Network MAKES NO WARRANTIES (INCLUDING IMPLIED WARRANTIES OF PURPOSE AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, EXPRESS, IMPLIED, ORAL OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TrafficaRaves Affiliate Network DOES NOT WARRANT OR GUARANTY ACTIONS, CONVERSION RATES AND/OR RESPONSE RATES. The TrafficaRaves Affiliate Network, SERVICES, TrafficaRaves Affiliate Network ADS, AD GUIDELINES, ACTIONS AND/OR AD CODES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. TrafficaRaves Affiliate Network HAS NO LIABILITY, WHATSOEVER, TO ADVERTISER OR ANY THIRD PARTY, FOR ANY OTHER PARTY'S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES AND TrafficaRaves Affiliate Network DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT ANY OTHER PARTY'S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES WILL BE UNINTERRUPTED OR ERROR-FREE. TrafficaRaves Affiliate Network HAS NO LIABILITY FOR ADVERTISER'S USE OF, OR INABILITY TO USE, THE AD GUIDELINES OR APPLICABLE ACTIONS AND TrafficaRaves Affiliate Network DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND/OR IMPLIED, THAT ADVERTISER'S USE OF THE TrafficaRaves Affiliate Network, SERVICES, TrafficaRaves Affiliate Network ADS, AD GUIDELINES AND/OR ACTIONS WILL BE UNINTERRUPTED OR ERROR-FREE. TrafficaRaves Affiliate Network MAKES NO GUARANTEES, AND ACCEPTS NO RESULTING LIABILITY, FOR FAILURE TO MEET SCHEDULED DELIVERY DATES. IN NO EVENT SHALL TrafficaRaves Affiliate Network BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, EVEN IFTrafficaRaves Affiliate Network HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TrafficaRaves Affiliate Network WILL NOT BE LIABLE, OR CONSIDERED IN BREACH OF THE AGREEMENT, ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM UNDER THE AGREEMENT AND/OR ANY IO AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYONDTrafficaRaves Affiliate Network'S CONTROL. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, TrafficaRaves Affiliate Network'S LIABILITY UNDER ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNTS PAID To TrafficaRaves Affiliate Network BY ADVERTISER DURING THE PRIOR SIX (6) MONTH PERIOD PURSUANT TO THE AGREEMENT. TrafficaRaves Affiliate Network SHALL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY ACTIONS OR INACTIONS OF PUBLISHERS AND/OR AFFILIATES.
11.Representation and Warranties
I. Advertiser represents and warrants that:
II. it has the power and authority to enter into and perform its obligations under the Agreement;
III. at all times, the Ads (and their transmission), the Advertiser Products, any Advertiser website linked to from the Ads and Advertiser itself will comply with all applicable foreign, federal, state or local laws, rules, regulations and ordinances including, without limitation, the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, CAN-SPAM, the Telephone Consumer Protection Act, the Fair Debt Collection Practices Act, the Federal Communications Act, and all rules and regulations promulgated under any of the foregoing, as well as all applicable state laws including, without limitation, the California Financial Privacy Act and the Vermont Consumer Protection Act, and all rules and regulations promulgated under such state laws (collectively, "Laws");
IV. it owns and/or has any and all rights to permit the use of the Advertiser Ads and, where approved, TrafficaRaves Affiliate Network Ads, by TrafficaRaves Affiliate Network, its Publishers and Affiliates, as contemplated by the Agreement;
V. at all times, the Ads (and their transmission), the Advertiser Products, any Advertiser website linked to from the Ads and Advertiser itself will not violate any applicable rights of any third party including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary, property or other intellectual property right;
VI. it will not disable "back" browser functionality to prohibit end-users from returning to the website from which the Ad was selected, if applicable;
VII. Advertiser has a reasonable basis for any and all claims made within the Ads and possesses appropriate documentation to substantiate such claims;
VIII. for CPA and Leads Campaigns, the Ads, and/or the landing page from each Ad where an Action is completed (for example, Advertiser's website page where an end-user is directed when such end-user clicks on the Ad, fills in a registration form or takes a similar action in connection with the Ad) contains a prominent link to Advertiser's privacy policy, which policy provides, at a minimum, adequate notice, disclosure and choices to end users regarding Advertiser's use, collection and disclosure of their personal information;
IX. Advertiser shall fulfill all commitments made in the Ads;
X. no Ad is targeted to end-users under the age of eighteen (18);
XI. prior to loading any computer program onto an individual's computer including, without limitation, programs commonly referred to as adware and/or spyware, but excluding cookies (provided that cookies are disclosed in Advertiser's privacy policy and end-users are instructed on how to disable such cookies), Advertiser shall provide clear and conspicuous notice to, and shall obtain the express consent of, such individual to install such computer program;
XII. the Ads, Advertiser Products, any Advertiser website linked to from the Ads do not:
XIII. contain any misrepresentations or content that is defamatory;
XIV. contain content that is violent, obscene, offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive;
XV. promote or support gambling or sweepstakes or contests; or
XVI. contain any "worm," "virus" or other device that could impair or injure any person or entity;
XVII. Advertiser is not, nor is Advertiser acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control ("OFAC"); and (m) Advertiser is not, nor is Advertiser acting on behalf of any person or entity that is, a Specially Designated National ("SDN"), as OFAC may so designate from time to time.
12.Indemnification
I. Advertiser shall irrevocably defend, indemnify and hold TrafficaRaves Affiliate Network, its Publishers, Affiliates and each of their respective employees, officers, directors, members, managers, shareholders, contractors and agents harmless from and against any and all liability, loss, damage or expense (including, without limitation, reasonable attorneys' fees, costs and expenses) arising out of or related to any allegation, claim or cause of action, involving:
II. Advertiser's breach of the Agreement, any and all applicable IO(s) or any representation or warranty contained therein;
III.the Ads, Advertiser Products and/or Advertiser websites; and/or
IV. any claim that TrafficaRaves Affiliate Network is obligated to pay any taxes in connection with Advertiser's participation hereunder.
13.Confidentiality
I. For purposes of the Agreement, "Confidential Information" shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of the Agreement by one party ("Disclosing Party") to the other party ("Receiving Party"), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to:
II. a party's business plans, strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format;
III. the material terms of the Agreement and/or any associated IO(s);
IV. with respect to TrafficaRaves Affiliate Network, the Unaccepted Action Data and suppression lists; and
V. any information marked or designated by the Disclosing Party as confidential. The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in the Agreement or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers:
VI. who need to know such information in order for the Receiving Party to perform its obligations hereunder; and
VII. who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein. Confidential information shall not include any information that the Receiving Party can verify with substantial proof that:
VIII. is generally available to or known to the public through no wrongful act of the receiving party;
IX. was independently developed by the Receiving Party without the use of Confidential Information; or
X. was disclosed to the Receiving Party by a third party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party. The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the disclosing party shall be further entitled to injunctive relief, without the requirement to post bond.
14.Non-Circumvention
I. Advertiser recognizes that TrafficaRaves Affiliate Network has proprietary relationships with its Publishers and Affiliates. Advertiser agrees not to circumvent TrafficaRaves Affiliate Network's relationship with such Publishers and Affiliates, or to otherwise solicit, purchase, contract for or obtain services similar to the Services performed by TrafficaRaves Affiliate Network hereunder from any Publisher and/or Affiliate that is known, or should reasonably be known, by Advertiser to have such a relationship with TrafficaRaves Affiliate Network, during the term of the Agreement and for six (6) months following termination or expiration of the Agreement. Notwithstanding the foregoing, to the extent that Advertiser can show that any such Publishers and Affiliates already provided such services to Advertiser prior to the date of the first IO executed by the parties, then Advertiser shall not be prohibited from continuing such relationship. Advertiser agrees that monetary damages for its breach, or threatened breach, of this Section 14 will not be adequate and that TrafficaRaves Affiliate Network shall be entitled to:
II. injunctive relief (including temporary and preliminary relief) without the requirement to post a bond;.
III. liquidated damages from Advertiser in the amount equal to one hundred percent (100%) of the fees paid by Advertiser to the subject Publisher and/or Affiliate, as applicable, for the prior twelve (12) month period; and
IV. any and all other remedies available to TrafficaRaves Affiliate Network at law or in equity.
15.Force Majeure
Other than with respect to payment obligations arising hereunder, neither party will be liable, or be considered to be in breach of this Agreement, on account of such party's delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence (a "Force Majeure Event"). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or Affiliate Network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.
16.Miscellaneous
I. Assignment. Neither party may assign, transfer or delegate any of its rights or obligations under the Agreement or any IO without the prior written consent of the other party, and any attempts to do so shall be null and void; provided, however, that either party may assign the Agreement, any IO or any portion hereof/thereof, to:
II. an acquirer of all or substantially all of such party's equity, business or assets;
III. a successor in interest whether by merger, reorganization or otherwise; or
IV. any entity controlling or under common control with such party.
V. Choice of Law/Venue. The Agreement shall be construed in accordance with and governed by the laws of the State of New York. In the event that any suit, action or other legal proceeding shall be instituted against either party in connection with the Agreement, each hereby submits to the jurisdiction of either the United States District Court for the Southern District of New York or any New York State court of competent jurisdiction, located in New York County, and further agrees to comply with all the requirements necessary to give such court jurisdiction.
VI. Modification. The Agreement, any exhibits attached hereto and any and all applicable IO(s) represent the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties. The Agreement, any exhibits attached hereto and any and all applicable IO(s) may be amended only by a written agreement executed by an authorized representative of each party. To the extent that anything in or associated with any IO is in conflict or inconsistent with the Agreement, the IO shall take precedence.
VII. Non-Waiver/Severability. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision contained in the Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the parties, and the remaining provisions of the Agreement will remain in full force and effect.
VIII. Relationship of the Parties. The parties hereto are independent contractors. There is no relationship of partnership, agency, employment, franchise or joint venture between the parties. Neither party has the authority to bind the other, or incur any obligation on its behalf; provided, however, that TrafficaRaves Affiliate Network acts as a limited agent of Advertiser for the sole purpose of performing the Services set forth in applicable IO(s).
IN WITNESS WHEREOF, TrafficaRaves Affiliate Network and Advertiser have caused this Advertiser Agreement to be executed by their duly authorized representatives.
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Privacy Policy
Effective Date: 2018-05-25
Thank you for visiting the Traffica Raves affiliate network website located at Trafficaraves.offerslook.com (the "Site"). Traffica Raves is committed to protecting the privacy your personally identifiable information. We provide this privacy policy ("Privacy Policy") in order to explain our online information practices and the choices you can make about the way your information is used by us. You must agree to this Privacy Policy, in its entirety.
Your acceptance of our Privacy Policy on the Site. Trafficaraves.offerslook.com shall be deemed a blanket acceptance of such Privacy Policy for all future attempts to log-in and access your Account. If you do not agree to this Privacy Policy in its entirety, you are not authorized to register for an Account on the Affiliate Network.
Privacy Policies Used in Connection with Your Subscription. When you register for an Account on the Affiliate Network, we use a password-protected third party portal to store your personal information, and we may share your personal information with such third party ("Third Party Agent") as is necessary for the performance of your Account and the Affiliate Network.
Personally Identifiable Information. We collect personally identifiable information when you register for an Account or otherwise choose to provide personally identifiable information to us. Personally identifiable information is any information that can be used to identify or locate a particular person or entity. This may include, but is not limited to: business entity name and/or your title with the applicable business entity, as well as your personal and/or business entity related e-mail address, mailing address, daytime and/or cellular telephone numbers, fax number, account information (or other information that we require in order to pay any amounts due to you under the Affiliate Network) and/or any other information requested on the applicable Subscriber registration form. For purposes of this Privacy Policy, your account information shall be considered "Sensitive Information."
Non-Personally Identifiable Information. We may collect certain non-personally identifiable information about you when you visit certain pages of this Site and/or register for an Account on the Affiliate Network, such as the type of browser you are using (e.g., Netscape, Internet Explorer), the type of operating system you are using, (e.g., Windows '98 or Mac OS) and the domain name of your Internet service provider (e.g., America Online, Earthlink), and share such information with our Third Party Agent. We use the non-personally identifiable information that we collect to improve the design and content of the Site and to enable us to personalize your Internet experience. We also may use this information in the aggregate to analyze Site usage.
Site usage and to improve the content and offerings on the Site. You may set your browser to warn you that cookies are in use, or to block the use of cookies. Most browsers are set to accept cookies. If your browser is not set to accept cookies, certain uses of the Site may require you to go to your browser user preferences to enable cookies. Each browser is different, so check the "Help" menu of your browser to learn how to change your cookie preferences. If you change computers, operating systems or browsers, or use multiple computers or browsers, you will need to repeat this process for each computer and each browser. To find out more about cookies, please visit www.cookiecentral.com
We may additionally collect information using Web beacons, which are commonly referred to in the industry as web bugs, pixel tags or Clear GIFs. Web beacons are electronic images that may be used on the Site, in your Account, or in our emails to deliver cookies, count visits and determine if an email has been opened and acted upon.
End User Information. We do not collect personally identifiable information about your end users. However, we do use cookies to track anonymous traffic data about your end users. When end users who visit member affiliate sites click on the advertisement(s) they have chosen to display through their Accounts on the Affiliate Network, we will utilize cookies and/or web beacons to track such end users activities at our merchant site(s). In certain circumstances, we may use cookie-less tracking methods to track such end users.
Use of Information. We use your personally identifiable information: (a) to send you information regarding your Account and the Affiliate Network; (b) to track your compliance with the Terms and Conditions ("Terms and Conditions"); and/or (c) for validation, suppression, content improvement and feedback purposes. You agree that we, or our Third Party Agent, may contact you at any time with updates and/or any other information that we may deem appropriate for you to receive in connection with your Account on the Affiliate Network.
Information Sharing. As a general rule, and other than in connection with the limited exceptions set forth below, we will not sell, share or rent your personally identifiable information to or with others. Notwithstanding the foregoing, we may, from time to time, provide such information to certain third-party administrative vendors for efficiency purposes in providing administrative or program management services in connection with your Account. Any third-party vendor so used has agreed to protect the confidentiality of information provided by us.
Further, we reserve the right to share your personally identifiable information: (a) where required by law, or requested by a court of competent jurisdiction; (b) in the event of any reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of our business, assets or stock; (c) where you are in violation of this Privacy Policy, the Terms and Conditions and/or Services Agreement; (d) in the case of a dispute; or (e) where we determine, in our sole discretion, that such disclosure is necessary to protect our rights and/or a third party, or necessary to protect us from liability of any kind. The aforementioned includes exchanging information with other companies and organizations for fraud protection.
International Transfer of Data. As part of your membership in the Affiliate Network, we may transfer information that we collect about you and your end users, including personal information, to affiliated entities, or to other third parties across borders and from your country or jurisdiction to other countries or jurisdictions around the world. If you or your end users are located in the European Union or other regions with laws governing data collection and use that may differ from U.S. law, please note that you are transferring information and permitting the transfer of information, including personal information, to a country and jurisdiction that does not have the same data protection laws as your jurisdiction. You consent to the transfer of your information to the United States and the use and disclosure of information about you and your end users, including personal information, as described in this Privacy Policy.
Data Retention. Subject to any mandatory obligations to delete data, your information may be retained by us and in our Third Party Agent portal, server logs, databases and records indefinitely.
Third Party Links. The Site may contain links to third-party websites ("Third Party Websites"). Please be aware that we are not responsible for the privacy practices of Third Party Websites. We encourage you to be aware when you leave the Site and to read the privacy policies of each and every website that collects personally identifiable information. This Privacy Policy applies solely to information collected by the Site.
Your Employees. Your acceptance of the terms of this Privacy Policy, in their entirety, shall extend to your employees, if any. You agree that any of your employees that access your Account, or visit the Site under the scope of their employment with you agree to the terms of this Privacy Policy.
Minors. We encourage parents and guardians to spend time online with their children and to participate and monitor the interactive activities of their children. We will never knowingly collect any personal information about individuals under eighteen (18) years of age. If we obtain actual knowledge that it we have collected personal information about an individual under eighteen (18) years of age, that information will be immediately deleted from its database.
Security. We endeavor to safeguard and protect our Account holders' information. When Account holders submit personally identifiable information to the Affiliate Network, their personally identifiable information is protected both online and offline. When our registration process asks registrants to submit Sensitive Information (such as bank account information and/or credit card information), and when we transmit such Sensitive Information, that Sensitive Information is encrypted and protected with SSL encryption software. While we use SSL encryption to protect Sensitive Information online, we protect all other user information online and offline. The Third Party Agent servers that we utilize to store personally identifiable information in are kept in a secure physical environment. The Third Party Agent has security measures in place to protect the loss, misuse and alteration of personally identifiable information stored on its servers.
Please be advised that, although we take every reasonable precaution available to protect your data, no data transmission over the Internet can be guaranteed to be 100% secure. Therefore, we cannot warrant that your information will be absolutely secure. Any transmission of data at or through our Site is at your own risk. However, access to your personally identifiable information is strictly limited, and not accessible to the public. Only employees, and third party agents, that need the information to perform a specific job are granted access to personally identifiable information. Our employees are dedicated to ensuring the security and privacy of all user information. Employees not adhering to our written firm policies are subject to disciplinary action. In compliance with applicable federal and state laws, we shall notify you and any applicable regulatory agencies in the event that we learn of an information security breach with respect to your personally identifiable information. You will be notified via e-mail in the event of such a breach. Please be advised that notice may be delayed in order to address the needs of law enforcement, determine the scope of network damage, and to engage in remedial measures.
You acknowledge that you provide your personally identifiable information to us with knowledgeable consent and at your own risk.
Deleting and Updating Your Information. If you would like to delete or update the personally identifiable information that we have collected from you, simply email us at: admin@trafficaraves.com
We will process your request, where possible and subject to the terms and conditions contained herein, within a reasonable period of time after receipt. To protect your privacy and security, we will take reasonable steps to help verify your identity before granting access or making corrections.
Opting Out of Receiving E-mail. You may at any time choose to stop receiving emails containing general information regardingTraffica Raves by following the instructions at the end of each such email or by contacting us at admin@trafficaraves.com. Should you be contacted by our Third Party Agent through email, you can follow the instructions at the end of each such email to stop receiving such emails. There may be a short delay of up to several business days while your request is being verified, deployed and processed across our servers. Notwithstanding the foregoing, we may continue to contact you for the purpose of communicating information relating to your Account, as well as to respond to any inquiry or request made by you.
Notification of Changes. We reserve the right to change or update this Privacy Policy at any time by posting a clear and conspicuous notice on the Site explaining that we are changing our Privacy Policy. All Privacy Policy changes will take effect immediately upon their posting on the Site. Please check the Site periodically for any changes. Your continued use of the Site and/or acceptance of our e-mail communications following the posting of changes to this Privacy Policy will constitute your acceptance of any and all changes.
Contact Us. If you have any questions regarding this Privacy Policy, or would like more information on our privacy practices, please contact us at: admin@trafficaraves.com.