Terms of Use

1. ACCESS TO THE SERVICES

Subject to the terms and conditions of this Agreement, Trafficspaces Inc may offer to provide certain services that relate to facilitating the purchase and sale of online advertisements by bringing together advertisers and publishers, as described more fully on its website, and which are selected by Subscriber through the process provided on the Website ("Services"). Trafficspaces Inc may change, suspend or discontinue the Services (or Subscriber's access thereto) at any time, including the availability of any feature, advertisement, publisher or content, without notice or liability. Trafficspaces Inc reserves the right, at its discretion, to refuse to allow access to the Services to any applicant at any time. Trafficspaces Inc also reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending Subscriber a notice via email or postal mail. Use of the Services by Subscriber following such notification constitutes Subscriber's acceptance of the modified terms and conditions. Subscriber certifies to Trafficspaces Inc that if Subscriber is an individual (i.e., not a corporation) Subscriber is at least 18 years of age. Subscriber also certifies that it is legally permitted to use the Services and access the website and platform, and takes full responsibility for the selection and use of the Services. This Agreement is void where prohibited by law, and the right to access the website is revoked in such jurisdictions.

2. IMPLEMENTATION

Subscriber agrees to comply with the technical specifications provided by Trafficspaces Inc to enable proper display of the advertisements in connection with the Services, including without limitation by not modifying the JavaScript or other programming provided to Subscriber by Trafficspaces Inc in any way.

3. COMMUNICATIONS SOLELY WITH TRAFFICSPACES INC.

Subscriber agrees to direct to Trafficspaces Inc and not to any advertiser or publisher, as the case may be, all communications regarding any matter arising out of Subscribers use of the Services.

4. CONTENT.

The Website and its contents are protected by U.S. and international copyright laws and are intended solely for the use of Trafficspaces Inc subscribers and may only be used in accordance with the terms of this Agreement in connection with authorized use of the Services. All materials displayed or performed on or accessible through the Website or Services (including, but not limited to text, graphics, articles, photographs, images, illustrations, audio clips and video clips, also known as the "Content") are protected by copyright. The term "Content" as used herein specifically includes any advertising or other content made available or submitted by any advertiser and any website or other content published by or associated with any publisher. Subscriber shall abide by all copyright notices, information, and restrictions contained in any Content accessed in connection with the Services. Subscriber acknowledges and agrees that if Subscriber uses any of the Services to contribute or make available Content, Trafficspaces Inc is hereby granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such Content (including all related intellectual property rights) and to allow others to do so in connection with the Services and the Website.

5. RESTRICTIONS.

Subscriber (whether a publisher, advertiser or speculator) warrants, represents and agrees that it will not contribute, submit or make available through the Services, or use the Services in connection with, any content that is infringing, libelous, defamatory, pornographic, obscene, abusive, offensive or otherwise violates any law or right of any third party. If Subscriber is a publisher, Subscriber shall not, and shall not authorize or encourage any third party to (i) generate fraudulent impressions of or fraudulent clicks on any advertisement, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; (ii) edit, modify, filter or change the order of the information contained in any advertisement, or remove, obscure or minimize any advertisement in any way; Trafficspaces Inc reserves the right to remove any Content from the Website at any time, or to terminate Subscriber's right to use the Services or access the Website, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Trafficspaces Inc is concerned that Subscriber may have breached the terms of this paragraph), or for no reason at all, subject to the provisions of paragraph 14 (Termination).

Subscriber is responsible for all of its activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity is grounds for termination of Subscriber's right to use the Services or to access the website. Use of the website or services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including materials that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. Subscriber will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Website, or any processes that run or are activated while the Subscriber is not logged in.

6. DISCLAIMERS.

* Subscriber acknowledges and agrees that Trafficspaces Inc has no special relationship with or fiduciary duty to Subscriber and that Trafficspaces Inc has no control over, and no duty to take any action regarding: which users gains access to the Website or Services; what Content Subscriber accesses or receives via the Website or Services; what Content other subscribers may make available, publish or promote in connection with the Services; what effects any Content may have on Subscriber or its users or customers; how Subscriber or its users or customers may interpret, view or use the Content; what actions Subscriber or its users or customers may take as a result of having been exposed to the Content, or whether Content is being displayed properly in connection with the Services.

* Further, (i) if Subscriber is a publisher, Subscriber specifically acknowledges and agrees that Trafficspaces Inc has no control over (and is merely a broker with respect to) any Content that may be submitted or published by any advertiser, and that Subscriber is solely responsible (and assumes all liability and risk) for determining whether or not such Content is appropriate or acceptable to Subscriber, and (ii) if Subscriber is an advertiser, Subscriber specifically acknowledges and agrees that Trafficspaces Inc has no control over any Content that may be available or published on any publisher website (or otherwise), and that Subscriber is solely responsible (and assumes all liability and risk) for determining whether or not such Content is appropriate or acceptable to Subscriber.

* Subscriber releases Trafficspaces Inc from all liability in any way relating to Subscriber's acquisition (or failure to acquire), provision, use or other activity with respect to Content in connection with the Website or Services. The Website may contain, or direct Subscriber to websites containing, information that some people may find offensive or inappropriate. Trafficspaces Inc makes no representations concerning any content contained in or accessed through the Website or Services, and Trafficspaces Inc will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Website or Services. Trafficspaces Inc makes no guarantee regarding the level of impressions of or clicks on any advertisement, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to Subscriber in connection with the Services.

* THE SERVICES, WEBSITE CONTENTS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TRAFFICSPACES INC DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF ANY ADVERTISING CAMPAIGN, AND SUBSCRIBER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.

* ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711): TRAFFICSPACES INC MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE WEBSITE, SERVICES OR ANY WEBSITE LINKED TO THE WEBSITE. Trafficspaces Inc will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Trafficspaces Inc's equipment, transmitted over networks accessed by the Website, or otherwise connected with Subscriber's use of the Services.

7. REGISTRATION AND SECURITY.

As a condition to using Services, Subscriber may be required to register with Trafficspaces Inc and select a password and Subscriber name Subscriber shall provide Trafficspaces Inc with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Subscriber's account. Subscriber may not (i) select or use as an Trafficspaces Platform User ID name of another person with the intent to impersonate that person; (ii) use as an Trafficspaces Platform User ID a name subject to any rights of a person other than Subscriber without appropriate authorization; (iii) register for the Services using more than one Trafficspaces Platform User ID. Trafficspaces Inc reserves the right to refuse registration of, or cancel an Trafficspaces Platform User ID in its discretion. Subscriber shall be responsible for maintaining the confidentiality of Subscriber's Trafficspaces Platform password.

9. INDEMNITY.

Subscriber will indemnify and hold Trafficspaces Inc, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of Subscriber's access to the Website, use of the Services, the violation of this Agreement by Subscriber, or the infringement by Subscriber, or any third party using the Subscriber's account, of any intellectual property or other right of any person or entity.

10. LIMITATION OF LIABILITY.

IN NO EVENT SHALL TRAFFICSPACES INC BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY SUBSCRIBER THEREFOR; OR (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER.

11. FEES AND PAYMENT.

For services that require payment of fees, subscriber shall pay all applicable fees, as described on the Website in connection with such Services selected by Subscriber. Trafficspaces Inc reserves the right to change its commissions and to institute new charges at any time, upon prior notice to Subscriber, which may be sent by email or posted on the Website. If Subscriber is a publisher, Subscriber shall receive as payment a the sale price of advertisements less commissions displayed in connection with Subscriber's website as determined by Trafficspaces Inc for Subscriber's use of the Services. Subscriber's payable revenue shall be determined once the terms and conditions of a particular contract(s) are fulfilled . Payments to Subscriber can either be mailed by check or deposited into subscriber’s specified account during the registration process. In addition, if Subscriber is a publisher, Subscriber agrees that (i) any payments that may become due to Subscriber (as described on the Website) are specifically conditioned upon Trafficspaces Inc's receipt of full payment from the applicable advertiser, and that any such payments do not become due to Subscriber until all terms and conditions of contracts are fulfilled . Payment shall be calculated solely based on records maintained by Trafficspaces Inc. No other measurements or statistics of any kind shall be accepted by Trafficspaces Inc or have any effect under this Agreement. Trafficspaces Inc shall not be liable for any payment based on (i) any fraudulent impressions generated by any person, robot, automated program or similar device or for fraudulent impressions similarly generated on any advertisements, as reasonably determined by Trafficspaces Inc; (ii) advertisements delivered to end users whose browsers have JavaScript disabled; or (iii) impressions commingled with a significant number of fraudulent impressions or fraudulent clicks described in (i) above, or as a result of another breach of this Agreement by Subscriber for any applicable pay period. Trafficspaces Inc reserves the right to withhold payment or charge back Subscriber's account due to any of the foregoing or any breach of this Agreement by Subscriber. To ensure proper payment, Subscriber is solely responsible for providing and maintaining accurate contact and payment information associated with Subscriber's account and Trafficspaces Platform User ID. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. activities or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the U.S. tax authorities. Subscriber agrees to pay all applicable taxes or charges imposed by any government entity in connection with Subscriber's use of the Services.

12. CONFIDENTIALITY.

Subscriber agrees not to disclose Trafficspaces Inc Confidential Information without Trafficspaces Inc's prior written consent. "Trafficspaces Inc Confidential Information" includes without limitation: (i) all Trafficspaces Inc software, technology, programming, technical specifications, materials, guidelines and documentation Subscriber learns, develops or obtains that relate to the Services or the Website; (ii) web traffic data, click-through ratios, or other statistics relating to Website performance in the Services provided to Subscriber by Trafficspaces Inc; and (iii) any other information designated in writing by Trafficspaces Inc as "confidential" or any designation to the same effect. "Trafficspaces Inc Confidential Information" does not include information that has become publicly known through no breach by Subscriber or Trafficspaces Inc, or information that has been (a) independently developed without access to Trafficspaces Inc Confidential Information as evidenced in writing; (b) rightfully received by Subscriber from a third party; or (c) required to be disclosed by law or by a governmental authority.

13. INFORMATION RIGHTS.

Trafficspaces Inc may retain and use for its own purposes all information Subscriber provides, including but not limited to Website demographics and contact and billing information. Subscriber agrees that Trafficspaces Inc may transfer and disclose to third parties personally identifiable information about Subscriber for the purpose of approving and enabling Subscriber's participation in the Services, including to third parties that reside in jurisdictions with less restrictive data laws than Subscriber's own jurisdiction. Trafficspaces Inc disclaims all responsibility, and will not be liable to Subscriber, however, for any disclosure of that information by any such third party. Trafficspaces Inc may share aggregate (i.e., not personally identifiable) information about Subscriber with advertisers, publishers, business partners, sponsors, and other third parties. In addition, Subscriber grants Trafficspaces Inc the right to access, index, and cache Subscriber's website, or any portion thereof, including by automated means including Web spiders or crawlers. Additionally, Subscriber grants to Trafficspaces Inc a non-exclusive license to republish in any medium advertisements, web pages, banners, interstitials or other content for purposes of marketing Trafficspaces Inc products and Services.

14. TERMINATION.

Trafficspaces Inc may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if Subscriber breaches any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable and non-cancelable. Upon termination of the Subscriber's account, Subscriber's right to use the Services will immediately cease and Subscriber will remove all Trafficspaces Inc HTML code from Subscriber's websites. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, and limitations of liability.

15. REPRESENTATIONS AND WARRANTIES.

Subscriber represents and warrants that (i) Subscriber is the owner of each website Subscriber designates in connection with the use of Services or that Subscriber is legally authorized to act on behalf of the owner of such website for the purposes of this Agreement, and (ii) Subscriber has all necessary right, power and authority to enter into this Agreement and to perform the acts required of Subscriber hereunder. Subscriber further represents and warrants that each of Subscriber's websites and any material displayed therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (c) are not hate-related in content.

16. MISCELLANEOUS.

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. Trafficspaces Inc shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Trafficspaces Inc's reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Subscriber except with Trafficspaces Inc's prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement 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 this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Subscriber does not have any authority of any kind to bind Trafficspaces Inc in any respect whatsoever.