The following terms and conditions govern all use of the TrafficApe website ("the Website"). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, TrafficApe's Privacy Policies) and procedures that may be published from time to time on this Site by TrafficApe (collectively, the "Agreement").
Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by TrafficApe, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.
1. Access to your TrafficApe Account
Subject to the terms and conditions of this Agreement, the Service is solely for User's personal use. As used herein, "User" includes TrafficApe's paying customers ("Customers"). This Agreement sets forth certain terms and conditions that apply to Customers, but not other Users. In the event any Customer-specific terms or conditions conflict with any of the terms or conditions that apply to Users generally, the Customer-specific terms/conditions shall control.
TrafficApe may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or content. TrafficApe may also impose limits on certain features and services or restrict User's access to parts or all of the Services without notice or liability.
User certifies to TrafficApe that if User is an individual (i.e., not a corporation) User is at least 13 years of age. User also certifies that it is legally permitted to use the Service, and takes full responsibility for the selection and use of the the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Service, including, without limitation, modems, hardware, software, and long distance or local telephone service. User shall be responsible for ensuring that such equipment or ancillary services are compatible with the Service.
User shall not, nor permit anyone else to, directly or indirectly: (i) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Service (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (ii) modify or create derivatives of any part of the Service; (iii) rent, lease, or use the Service for timesharing or service bureau purposes; or (iv) remove or obscure any proprietary notices on the Service. As between the parties, Company shall own all title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof.
User shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. TrafficApe reserves the right to bar any such activity.
User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any TrafficApe server, or to any of the services offered on or through the Service, by hacking, password "mining", or any other illegitimate means.
User shall not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service.
User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or TrafficApe's systems or networks, or any systems or networks connected to the Service or to TrafficApe.
User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person's use of the Service.
User shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement.
3. Fees and Payment
Optional premium paid services are available on the Website. By selecting a premium service you agree to pay TrafficApe the monthly or annual subscription fees indicated for that service. Payments will be charged on the day you sign up for a premium service and will cover the use of that service for a monthly or annual period as indicated. Premium service fees are not refundable.
4. Registration; Security
As a condition to using certain products and services of the Service, User may be required to register with TrafficApe and select a password. User shall provide TrafficApe 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 User's account. TrafficApe reserves the right to refuse registration of, or cancel a TrafficApe User in its discretion. User shall be responsible for maintaining the confidentiality of User's TrafficApe password and other account information.
TrafficApe may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your TrafficApe account (if you have one), you may simply discontinue using the Website. Notwithstanding the foregoing, if you have a paid account, such account can only be terminated by TrafficApe if you materially breach this Agreement and fail to cure such breach within thirty (30) days from TrafficApe's notice to you thereof; provided that, TrafficApe can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
User agrees that all content and materials (collectively, "Content") delivered via the Service or otherwise made available by TrafficApe at the Site are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. TrafficApe does not support the distribution of pornographic content. Except as expressly authorized by TrafficApe in writing, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content.
TrafficApe reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. TrafficApe may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
If User is a Customer, TrafficApe makes the following warranty to Customer: TrafficApe shall use commercially reasonable efforts consistent with prevailing industry standards to provide the services in a professional and workmanlike manner that is free of defects. Customer's sole remedy, and TrafficApe's exclusive liability, for defects in the Service shall be for TrafficApe to use commercially reasonable efforts to promptly correct such defects.
Customer represents and warrants that: (i) with respect to all information it provides to TrafficApe (such as, Recipient Information), Customer has the full right and authority to make such provision and to allow TrafficApe to use such information to provide the Service (including, without limitation, for TrafficApe to provide such information to its data providers), (ii) none of the content (e.g. emails) transmitted, uploaded or otherwise distributed by it (or its partners or any third party) through use of the Service will infringe or otherwise conflict with the rights of any third party.
9. Warranty Disclaimer
The Website is provided "as is". TrafficApe and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither TrafficApe nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
In no event will TrafficApe, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to TrafficApe under this agreement during the twelve (12) month period prior to the cause of action. TrafficApe shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
11. General Representation and Warranty
All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of TrafficApe or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of TrafficApe and protected by U.S. and international copyright laws. All software used on (or provided through) the Site is the property of TrafficApe or its software suppliers and protected by United States and international copyright laws.
You agree to indemnify and hold harmless TrafficApe, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to out of your violation this Agreement.
TrafficApe Ad Network Terms
These TrafficApe Ad Network Terms (“Terms”) are entered into by TrafficApe and the entity executing these Terms or that accepts these Terms electronically (“Customer”). These Terms govern Customer’s participation in TrafficApe’s advertising programs and services (i) that are accessible through the account(s) given to Customer in connection with these Terms or (ii) that incorporate by reference these Terms (collectively, “Programs”). Please read these Terms carefully. They require the use of binding individual arbitration to resolve disputes rather than jury trials or class actions.
Customer authorizes TrafficApe and its affiliates to place Customer’s advertising materials, feed data, and technology (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided by TrafficApe or its affiliates on behalf of TrafficApe or, as applicable, a third party (“Partner”). Customer is solely responsible for all: (i) Ads, (ii) Ads trafficking or targeting decisions (e.g., keywords) (“Targets”), (iii) destinations to which Ads direct viewers (e.g., landing pages, mobile applications) along with the related URLs, waypoints, and redirects (“Destinations”), and (iv) services and products advertised on Destinations (collectively, “Services”). The Program is an advertising platform on which Customer authorizes TrafficApe and its affiliates to use automated tools to format Ads. TrafficApe and its affiliates may also make available to Customer certain optional Program features to assist Customer with the selection or generation of Targets, Ads, or Destinations. Customer is not required to authorize use of these optional features and, as applicable, may opt-in to or opt-out of usage of these features. However, if Customer uses these features, then Customer will be solely responsible for the Targets, Ads, and Destinations. TrafficApe and its affiliates or Partners may reject or remove a specific Target, Ad, or Destination at any time for any or no reason. TrafficApe and its affiliates may modify or cancel Programs at any time. Customer acknowledges that TrafficApe or its affiliates may participate in Program auctions in support of its own services and products.
3. Ad Serving
(a) Customer will not provide Ads that contain or connect to malware, spyware, unwanted software or any other malicious code, or knowingly breach or circumvent any Program security measure. (b) Customer may utilize an Ad server solely for serving or tracking Ads under Programs that permit third-party Ad serving and only if the Ad server has been authorized by TrafficApe to participate in the Program. TrafficApe will implement Customer’s Ad server tags so that they are functional. Up to 1% of ads displayed will not recieve views, and will not be counted towards daily tracking statistics. Ads must be visible and displayed for at least 1 second in order to be considered "viewable." Ads that are hidden or not visisble will not be counted towards daily statistics.
Customer authorizes TrafficApe and its affiliates to periodically conduct tests that may affect Customer’s Use of Programs, including Ad formatting, Targets, Destinations, quality, ranking, performance, pricing, and auction-time bid adjustments. To ensure the timeliness and validity of test results, Customer authorizes TrafficApe to conduct such tests without notice or compensation to Customer.
5. Ad Cancellation
Unless a Policy, the Program user interface, or an agreement referencing these Terms (an “IO”) provides otherwise, either party may cancel any Ad at any time before the earlier of Ad auction or placement, but if Customer cancels an Ad after a commitment date provided by TrafficApe, then Customer is responsible for any cancellation fees communicated by TrafficApe to Customer, and the Ad may still be published. Cancelled Ads will generally cease serving within 8 business hours or as described in a Policy or IO, and Customer remains obligated to pay all charges resulting from served Ads (e.g., fees based on conversion). Customer must effect cancellation of Ads (i) online through Customer’s account, if the functionality is available, (ii) if this functionality is not available, with notice to TrafficApe via email to Customer’s account representative, or (iii) if this functionality is not available and Customer does not have an account representative, with notice to TrafficApe via email to support@TrafficApe.com. Customer will not be relieved of any payment obligations for Ads not submitted or submitted by Customer after the due date provided by TrafficApe. TrafficApe will not be bound by a Customer provided IO.
6. Warranty, Rights, and Obligations
Customer warrants that (a) Customer holds, and hereby grants TrafficApe, its affiliates and Partners, the rights in Ads, Destinations, and Targets for TrafficApe, its affiliates and Partners to operate the TrafficApe Programs (including, in the case of feed data, after Customer ceases to use the Programs), and (b) all information and authorizations provided by Customer are complete, correct and current. Customer authorizes TrafficApe and its affiliates to automate retrieval and analysis of, and create test credentials to access, Destinations for the purposes of the Programs. By providing any mobile or other telephone number to TrafficApe in connection with the Programs, Customer authorizes TrafficApe, its affiliates and their agents to call and send text messages (for which standard message and data rates may apply) to the provided telephone numbers, including by an automatic telephone dialing system, for purposes of the Programs. However, TrafficApe will not rely on this permission to initiate autodialed calls or text messages for marketing purposes. Customer further authorizes TrafficApe, its affiliates and their agents to send electronic mail to Customer for purposes of the Programs. Customer warrants that it is authorized to act on behalf of, and has bound to these Terms, each third party, if any, for which Customer advertises in connection with these Terms (“Advertiser”) and any references to Customer in these Terms will also apply to Advertiser, as applicable. If for any reason Customer has not bound an Advertiser to these Terms, Customer will be liable for performing any obligation Advertiser would have had under these Terms had Advertiser been bound. If Customer is using a Program on its own behalf to advertise, for that use Customer will be deemed to be both Customer and Advertiser. Customer will provide Advertiser with reporting data no less than on a monthly basis, that discloses absolute dollars spent on TrafficApe and performance (at a minimum cost, clicks and impressions of users on the account of that Advertiser) in a reasonably prominent location. TrafficApe may, upon request of an Advertiser, share Advertiser-specific information with Advertiser.
Customer will pay all charges incurred in connection with a Program, using a payment method approved by TrafficApe for that Customer (as modified from time to time), within a commercially reasonable time period specified by TrafficApe (e.g., in the Program user interface or IO). TrafficApe is not obligated to deliver any Ads in excess of any credit limit. If TrafficApe does not deliver Ads to the selected Targets or Destinations, then Customer’s sole remedy is to make a claim for advertising credits within the Claim Period, after which TrafficApe will issue the credits following claim validation which must be used by the Use-By Date. Customer understands that third parties may generate impressions or clicks on Customer’s Ads for prohibited or improper purposes and if that happens, Customer’s sole remedy is to make a claim for advertising credits within the Claim Period, after which TrafficApe will issue the credits following claim validation, which must be used by the Use-By Date. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) CUSTOMER WAIVES ALL CLAIMS RELATING TO ANY PROGRAM CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD AND (B) THE ISSUANCE OF ADVERTISING CREDITS (IF ANY) IS AT TrafficApe’S REASONABLE DISCRETION AND IF ISSUED, MUST BE USED BY THE USE-BY DATE.
TO THE FULLEST EXTENT PERMITTED BY LAW, TrafficApe, ON BEHALF OF ITSELF AND ITS PARTNERS AND AFFILIATES, DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE, AS WELL AS ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMS AND TrafficApe AND PARTNER PROPERTIES ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” AND CUSTOMER USES THEM AT ITS OWN RISK. TrafficApe, ITS AFFILIATES, AND ITS PARTNERS DO NOT MAKE ANY GUARANTEE IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS. TrafficApe MAKES NO PROMISE TO INFORM CUSTOMER OF DEFECTS OR ERRORS.
9. Limitation of Liability
EXCEPT FOR SECTION 11 AND CUSTOMER’S BREACHES OF SECTIONS 3(A), 14(E) OR THE LAST SENTENCE OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) TrafficApe, CUSTOMER, AND THEIR RESPECTIVE AFFILIATES WILL NOT BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH OTHER TYPES OF DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN CUSTOMER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, TrafficApe, CUSTOMER, AND THEIR RESPECTIVE AFFILIATES WILL NOT BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO TrafficApe BY CUSTOMER UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.
Customer will defend and indemnify TrafficApe, its Partners, agents, affiliates, and licensors against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any third-party allegation or legal proceeding to the extent arising out of or related to Ads, Targets, Destinations, Services, Use or any breach of these Terms by Customer. Partners are intended third-party beneficiaries of this Section.
11. Changes to Terms
TrafficApe may make non-material changes to these Terms at any time without notice, but TrafficApe will provide advance notice of any material changes to these Terms. The Terms will be posted at TrafficApe.com/terms. Other than changes made under Section 13(G), the changes to the Terms will not apply retroactively and will become effective 7 days after posting. However, changes made for legal reasons will be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party, but (i) campaigns not cancelled under Section 5 and new campaigns may be run and reserved and (ii) continued Program Use is, in each case, subject to TrafficApe’s terms and conditions then in effect for the Programs (available at TrafficApe.com/terms). TrafficApe may suspend Customer’s ability to participate in the Programs at any time. In all cases, the running of any Customer campaigns after termination is in TrafficApe’s sole discretion.
Customer will not seek an injunction based on patent infringement in connection with the Programs in any proceeding filed while these Terms are in effect, and for one year after any termination of these Terms. (a) These Terms are the parties’ entire agreement relating to their subject matter and supersede any prior or contemporaneous agreements on those subjects. (b) Customer may not make any public statement regarding the relationship contemplated by these Terms (except when required by law).