1. Our Services
You acknowledge that the purpose of this website is to provide a medium to bring together buyers and sellers of Ad Space. We are not an auctioneer and are not involved in the actual transactions between Buyers and Sellers. Our services are limited to providing bid-based or flat price buying models enabling Buyers and Sellers to transact between themselves.
You may only list, bid on or buy Ad Space if you are a member of TrafficJunky. Membership is free. You may apply for membership at any time.
You must have the legal capacity to enter into legally binding contracts in order to apply for membership.
Your membership is not transferable under any circumstances.
Any membership information or content you provide to us or post to our website must be accurate, true and correct, complete without omissions of necessary information, current and kept up to date.
3. Use of Username & Password
It is your responsibility to keep your password safe. You must not give out or allow any person to use your username and password. You are responsible for all transactions, communications, agreements and actions undertaken with your username and password.
If you suspect any unauthorized use of your account, you must report it to TrafficJunky immediately. We recommend that you change your password on a regular basis. You must not respond to any request for your password by anyone, even if the request is made by someone claiming to be an employee of TrafficJunky. You must immediately notify us if you receive such a request.
4. Obligation of Buyers
TrafficJunky does not allow retraction of bids. If you win an auction, buy out or if your offer to purchase is accepted by a Seller, you have agreed to enter into a legally binding contract with the Seller.
As a buyer, you must complete each and every transaction you make with a Seller unless the transaction is prohibited by law or by the Listing Policy.
By purchasing Ad Space, you agree to be bound by the conditions of sale included in the listing description unless those conditions of sale are prohibited by law or by the Listing Policy.
If you do not fulfill a transaction or fail to comply with its conditions of sale, you may become liable to the Seller and to TrafficJunky. Without prejudice to any other rights, the Seller may leave comments for that transaction and/or issue court proceedings against you and we may among other things in our absolute discretion suspend or terminate your account.
By submitting an Advertisement to a Seller, the Buyer warrants that it is the owner of all content, copyright and intellectual property in the Advertisement. The Buyer grants the Seller the right to communicate the Advertisement to the public, perform and display the content worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed for the purpose of the Seller performing its obligations during the contract period. The Buyer permits any user to access, display, view and store such content. Subject to the above, the Buyer shall retain all intellectual property rights that exist in its Advertisement.
It is the Buyer's responsibility to satisfy itself of the suitability and appropriateness of the Site Content and the quality of the Ad Space. TrafficJunky does not screen and is not responsible for screening or monitoring any material or communications posted by the Seller on either its website or the TrafficJunky website. We do not in any way make any warranties or representations regarding the results which the Buyer may or may not gain from buying the Ad Space.
5. Buyer's Warranties
The Buyer warrants that:
- It is authorized to publish the Advertisement(s);
- The content of its Advertisement(s) is not unlawful and do not infringe on the rights of any person;
- It has obtained all necessary permissions or releases to display the Advertisement;
- Any website linked to the Buyer's Advertisement(s) in addition to any product or services advertised complies with all applicable laws and regulations, does not or has not breached any duty towards or the rights of any person and is not false, misleading, obscene, defamatory, hateful or otherwise illegal.
6. Disclaimer/Exclusion of Warranties
We do not and cannot make any representation or warranty as to the accuracy, completeness or currency of any information or content provided on or accessible via the Website including but not limited to information contained in Sellers' listings. We do not control or verify any information or content provided to us by Members and therefore we will not accept any and hereby exclude all legal liability for such information or content.
As we are not involved in the actual transaction between Buyers and Sellers, we have no control over the appropriateness, effectiveness, quality, safety or legality of the Ad Space or content posted by the Sellers on the Website or of the Buyers' advertisements, the truth or accuracy of listings, the ability of Sellers to sell their Ad Space or the ability of Buyers to buy Ad Space.
It is the Buyer's responsibility to satisfy itself of the suitability, quality and condition of any Ad Space it proposes to purchase and of the truthfulness and accuracy of the Seller's listing.
We do not and cannot confirm or guarantee any Seller's or Buyer's purported identity or contact details.
Sending you notices and other communications about your transactions does not mean we endorse, guarantee or legitimize the transaction. Some information in our communications and notices will be provided to us by other Members. You acknowledge that we do not confirm, approve, control, endorse or guarantee any information provided to us by other Members by using that information in communications with you.
You acknowledge that the sole purpose of the Website is to provide a means for Sellers to sell and Buyers to buy advertising space. You assume all risk and liability of using our listing services. All listings sold through our website are intended to be used for listing purposes only. We do not provide any marketing or promotional services and accordingly we do not make any warranty or promise as to increased interest, traffic, awareness or sales growth for the Seller's or Buyer's business.
More specifically, the Sellers and Buyers acknowledge and agree that any transactions and funds used to purchase ad impressions or Ad Space on our Website are final and not refundable when the ad impressions and/or the Ad Space has effectively been provided. Therefore, Sellers and Buyers hereby waive any rights of dispute for refunds in relation to any performance or revenue expectations in relation to impressions or Ad Space.
We do not make and exclude to the fullest extent permitted by law all warranties including without limitation any implied warranties as to quality, safety, title, fitness of purpose or merchantability of the Website or of any Ad Space offered for sale at the Website.
We do not make and exclude all warranties to the fullest extent permitted by law that using this service and the Website will not result in infringement of third party rights, including but not limited to intellectual property rights.
Where any warranty or condition cannot be excluded our liability for breach of such warranty or condition is limited to either of the following:
- Resupplying the service;
- Crediting the cost of the service to you.
Third Party Translator Plug-in: We provide you with a third party translator plug-in for convenience. However, we do not make and exclude all warranties to the fullest extent permitted by law as to quality, truthfulness and accuracy, fitness of purpose or merchantability.
7. Breach by other Members
We cannot and do not control the actions or inactions of Members dealing through the Website and exclude all liability in this regard to the fullest extent possible.
We do not guarantee that a Buyer or Seller will actually perform or complete a transaction or act lawfully in transacting over the Website.
It is your responsibility to enforce any rights owed to you by another Member. We do not provide any insurance, warranty or any other form of protection for Buyers or Sellers in the event of non-performance by another Member. We merely provide a medium to bring Buyers and Sellers together, enabling them to transact between themselves. We will not be responsible or liable for any disputes between the Seller and the Buyer. All disputes between the Seller and the Buyer must be resolved between themselves.
You acknowledge that other users may post offensive, harmful, inaccurate, fraudulent, deceptive or defamatory content or content with errors or omissions on the Website. Further, there are risks with using the Website including people acting under false pretenses, dealing with under age persons and/or foreign persons, and international trading.
8. Breach by You
- engaged in fraudulent, misleading or deceptive activity in connection with the Website;
- participated in conduct that is harmful to the interests of TrafficJunky or its directors, employees, related entities, agents or affiliates
Then we may, with notice to you:
- suspend, terminate or amend your membership;
- cancel or amend any of your listings without refund; or
- issue you with a warning, and/or refuse to sell or provide our services to you
To protect the security and privacy of other members, we are under no obligation to provide you or any other member with details of any investigation or action we undertake in relation to your membership or account.
9. Infringing Others' Copyright
We cannot and do not investigate and/or control who owns particular copyright or other intellectual property. We will not take any action against a Member for alleged copyright or intellectual property infringement unless the complaint is made by the actual owner of the copyright or intellectual property rights.
If you are the owner of copyright or intellectual property rights and you believe your rights are being infringed by a listing on this website, please contact us at email@example.com
10. Limitation of Liability
To the fullest extent possible, we, our affiliates, directors, employees and related entities exclude all liability including but not limited to all liability whether in tort or contract or otherwise for any claim, damages, any actual, special, direct, indirect, exemplary, special or consequential loss or damage, costs, expenses, claims in respect of economic loss, loss of profits, any loss of or damage to data, property or goodwill or death or injury to any person of whatever nature and however or wherever sustained including by negligence arising out of or in connection with your or any person's use of the website or our services even if advised of the possibility of such damages.
To the fullest extent possible we exclude all liability relating to any errors, omissions and offensive, harmful, inaccurate, deceptive or defamatory content contained or implied in the Website.
12. Gateways & Credit Card Providers
You agree to be bound by the policies, charges including chargeback fees and terms and conditions of any gateway such as PayPal and of any credit card provider(s) you propose to use for accepting or making payment over the Website. In order to make payments via PayPal, you accept that TrafficJunky will be sending you an e-mail to validate your PayPal account.
You authorize TrafficJunky, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments or verifying your Information against third party databases or through other sources. We may also ask to see your driver’s licence or other government issued picture ID or any other identifying documents at any time. TrafficJunky reserves the right to close, suspend, or limit access to your account in the event we are unable to obtain or verify this information.
13. VAT Policy
In order to comply with Cyprus and EU VAT regulations, we are required to remit VAT on certain TrafficJunky bidding transactions. Tax is required to be charged in the following situations:
- The local VAT is charged to customers who are individuals located in the European Union.
- The local VAT is charged to customers who are corporations located in the European Union that are not registered for VAT, or have not provided a valid VAT Registration No.
- VAT is applicable on all transactions between two Cypriot entities.
14. Intellectual Property
All rights to copyright, trademarks, service marks and trade dress in this Website including all content, text, graphics, photos, logos, button icons, images and audio clips are either owned by or licensed to us by our Members or third parties. We and/or our software suppliers own all software used on the Website.
All such material and software is protected by domestic and international copyright and intellectual property laws. You may only use this material for browsing the Website and you are strictly prohibited from reproducing, adapting, modifying, distributing, transmitting, republishing, framing, displaying or performing the content on the Website.
TrafficJunky is a Trademark of TrafficJunky Inc. Users may not use this trademark unless expressly authorized by us. All other trademarks, trade names, service marks and the like that appear on the Website are the property of their respective owners. You may not use any such intellectual property without the respective owner's express consent.
To process any transaction using a credit card on your account you must fax a copy of a government issued photo I.D. including the front copy of your credit card showing the last 4 digits. TrafficJunky does not accept any documents sent by email. If you choose to e-mail these documents in any event, TrafficJunky will not be liable.
16. Compliance with Laws
You must comply with all laws (including domestic and international), statutes, ordinances and regulations in respect of using the Website, viewing its content and when using our services. Sellers, it is your responsibility to investigate whether and what information you may lawfully advertise on the Website.
17. Access to the Website
Due to occasional upgrades, maintenance and other factors outside our control, we cannot guarantee 100% continuous, uninterrupted or secure access to the Website. We provide the Website on an "as is" and "as available" basis. We make no representations or warranties that the Website, information, content or materials available on the Website, its servers or emails sent from TrafficJunky will be:
- free of defects, viruses, inaccuracies, errors or other harmful components;
- will meet your requirements; or
- will operate in the configuration or with other hardware or software that you use.
Using the Website is undertaken at your own risk.
- any rights of resale or commercial use of the Website or its contents (other than Advertising);
- any collection or use of any media metrics available on or through the Website, listings, descriptions, or prices;
- any derivative use of the Website or its contents;
- any downloading or copying of account information for the benefit of another merchant; or
- any use of data mining, robots, scraping, or similar data gathering or extraction tools.
The Website (or any portion of it) may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without our prior express, written consent. Any unauthorized use terminates the permission or license granted by TrafficJunky under this clause.
If your membership is terminated for whatever reason then we may in our absolute discretion delete any content, material, files, graphics or other content or material relating to your use of the Website. Immediately upon termination you are prohibited from accessing or using the Website. We reserve the right to use any means we deem necessary to prevent unauthorized access to the Website including but not limited to technological barriers, IP banning, email banning and direct contact with your ISP. If your account is terminated for your material breach, you must immediately pay us all fees or other amounts that you owe prior to termination.
For security reasons, if you have not logged into your TrafficJunky account for 6 months or longer, your account will go into "Inactive" Status. This means you will not have the ability to log in, but your campaigns will continue to run as long as you have funds on the account. To re-activate, you will need to contact a TrafficJunky representative.
18. Force Majeure
19. Keep Copies
We may close the Website at any time in our absolute discretion and without prior notice. We may delete any files or content which you post or maintain at the Website. We do not undertake to retain copies of any material which we or others may delete from the Website. For this reason, we strongly advise you to keep a copy of any such material.
20. Services from Third Parties
Any links to services, goods, resources or information of third parties provided at the Website whether through third-party advertising or otherwise are not controlled by TrafficJunky. We make no representations or warranties, including without limitation warranties of fitness for a particular purpose, merchantability and non-infringement, regarding any services, resources, goods or information of any third party. We will not be liable for your use of or reliance on the services, resources, goods or information of third parties.
21. Interference with Website
You must not:
- use any robot, spider or any other device to copy or monitor our web pages and content;
- use any software, device or routine that contains any viruses or any other damaging computer programming mechanisms that interferes with the proper working of our website;
- take any action that imposes an unreasonable burden on our service infrastructure including our hardware, bandwidth and software;
- alter or tamper with any information, content or materials on or associated with the Website.
22. Website Content
Due to the large amount of content posted by others on the Website, we cannot and do not undertake to monitor or control the nature of the content available on the Website. Users are solely responsible for their interactions with other users of the Website. Users must not post any fraudulent, misleading, defamatory, infringing or unlawful content on the Website. Users agree to defend and indemnify us against any infringement, breach of privacy, defamation or similar claims relating to their use of the Website.
We reserve the right but are not obliged to monitor content and materials posted on the Website and to remove, edit or take any other action to restrict access to any material or content that we or another User may consider to be obscene, unlawful, defamatory, invasive of privacy or otherwise inappropriate or objectionable.
We are not responsible for the actions of users which take place at the Website. All users acknowledge that our responding to complaints regarding any material or content posted to the Website is done only of our good free will to assist users in having a pleasurable trading experience on the Website and not because of any duty imposed on us to do so. We exclude all liability for and Users waive any claims or remedies (including but not limited to breach of intellectual property rights) arising out of or relating in any way to the content at this Website or our response or failure to respond to a complaint.
The Buyer acknowledges and agrees that TrafficJunky has no control over any content on any Seller's website. It is the Buyer's sole responsibility to determine whether or not such content is appropriate or acceptable to the Buyer and the Buyer assumes all risk and liability in this regard.
The Seller acknowledges and agrees that TrafficJunky has no control over any Advertisements or other content that may be submitted by any Buyer. The Seller assumes all risk and liability for determining whether or not such content is acceptable or appropriate to it.
Image Optimization. In order for publisher sites to load faster, we need to optimize the images that we show, therefore the image optimization process compresses the image to make the file smaller so it loads faster. TrafficJunky MarketPlace reserves the right to optimize all images that advertisers upload to the TrafficJunky platform. Users will not be able to opt-out of the image optimization process, and we will not keep the original file on our servers. We will replace the original file with the optimized file.
23. Other Websites
TrafficJunky and Sellers may provide links to other Websites which are independent of us. We make no representations or warranties about any such websites and exclude all responsibility for the content or use of any such websites.
Our services are not available to unsupervised persons under eighteen (18) years or twenty one (21) years where eighteen years is not the legal age of majority ("the age of majority").
You must leave the Website now if you have not reached the age of majority and are not using the Website in conjunction with and under the supervision of your parents or guardians.
If, notwithstanding the above paragraph a provision is still void, voidable, unenforceable or illegal:
- if the provision would not be void, voidable, unenforceable or illegal if a word or words were omitted, that word or those words are hereby severed; and
28. No Agency etc.
You agree that we do not owe you any fiduciary duties. We are merely a third party beneficiary to contracts between Buyers and Sellers with respect to the fees that may arise therefrom.
You agree that using your username and password to communicate with us or third parties electronically constitutes your electronic signature and satisfies any legal requirement that such communication be in writing.
30. Survival of Terms
32. Entire Agreement
"Ad Space" means the space contained on the Seller's website, email newsletters or other property for Advertisement.
"Advertisement" includes all forms of digital text, graphic, rich media and other advertisements of the Buyer whether being broadcast visually and/or aurally via the internet including all content contained therein.
"TrafficJunky" means TrafficJunky Inc.
"Buyer" includes any member of TrafficJunky who bids on, wins or buys Ad Space or any person acting on their behalf with express or implied authority.
"Contract Period" means the period of time the Seller agrees to lease its Ad Space to the Buyer in accordance with the terms and conditions of the Seller's listing.
"Member" means any member of TrafficJunky including Buyers and Sellers.
"Seller" means any member of TrafficJunky who creates a listing for the sale of Ad Space or any person acting on its behalf with express or implied authority.
"Site Content" means the content of the website or other property in which the Ad Space appears or is to appear.
"Site Content Page" means website page/s in which the Ad Space appears or is to appear.
"We", "Us" and "Our" means TrafficJunky.
"Website" means the TrafficJunky Website under the domain name www.TrafficJunky.com
"You", "Your" and "Users" means any persons accessing the TrafficJunky Website including Members, Buyers and Sellers and includes anyone acting on their behalf with express or implied authority.
- Words importing the singular or plural include the plural and singular respectively;
- Words importing any gender include every gender;
- Words denoting persons include bodies and corporations;
- A reference to a party or parties means the named parties to this document and includes that party's executors, administrators and permitted assigns, or if a company, its successors and permitted assigns;
- Clause headings do not affect the interpretation of this document
- Where a word or phrase is given a particular meaning in this document, other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;
- A reference to a clause or a provision is a reference to a clause of this document; and
- Every agreement, covenant or undertaking expressed or implied by which more than one person is bound binds those persons and any two or more of them jointly and each of them severally.
34. International Payment Processing
MG Technologies Ltd. Block 1, 195-197 Old Nicosia-Limassol Road Dali Industrial Zone Nicosia, 2540 Cyprus, VAT # CY 10280743H
For the purposes of this Agreement, the parties agree that, when used capitalized herein, the following terms shall have the following meanings unless they are otherwise defined in this Agreement:
“Publisher(s)” means one or more customers of MG Technologies Ltd. responsible for the distribution of online Advertising Material on its Website(s).
“Publisher's Website(s)” means the space, including without limitation, homepage, website or e-mail, where the Publisher(s) incorporate or embed the Advertising Material.
“TrafficJunky MarketPlace” means the Publisher network owned and operated by MG Technologies Ltd.
“Impressions” means the number of times Advertising Material is served to a person visiting the Publisher’s Website(s).
"Publisher Earnings" means the total revenue generated by the Publisher using the Advertising Materials less MG Technologies Ltd. margin. Publisher earnings are based on the eCPM generated by the ad spot. MG Technologies Ltd. margin remains at the sole and absolute discretion of MG Technologies Ltd.
“eCPM” means equivalent cost per mil. eCPM is used on the TrafficJunky MarketPlace to calculate the relative cost of an advertising campaign and estimates the cost / revenue per 1000 views of the ad.
“Unique Click” means the number of times, as recorded by TrafficJunky MarketPlace, a user visiting Publisher's Website(s), as identified by IP address, clicks on Advertising Material. A click on Advertising Material by a particular visitor shall only be counted as a Unique Click once every 24-hour period.
“Dashboard” means the interface provided to clients (Publishers, Advertisers and Third Parties) in order to buy and sell traffic on the TrafficJunky MarketPlace.
By virtue of this Agreement Advertiser(s) markets and advertises their goods and services using Advertising Material and Publisher(s) incorporates or embeds the Advertising Material into the Publisher's Website(s) through TrafficJunky MarketPlace. On the top of that, TrafficJunky is providing a guidance to help Advertiser(s) and Publisher(s).
2. PUBLISHER AUTHORIZED WEBSITE(S)
2.1. MG Technologies Ltd. reserves the right to approve or to deny the affiliation of a Publisher at any time. If not approved, Publisher shall not be entitled to the payment of the revenue displayed in its Dashboard. The following are examples of Publisher's Website(s) that are not eligible for participation in the TrafficJunky MarketPlace: - Websites which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy. - Websites with reference to illicit practices or containing attempts to human rights such as discrimination, racism, hate or violence. - Websites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam). - Websites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, 'phreaking', etc.) - Websites with illegal, false or deceptive investment advice. - Websites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.). - Websites that are under construction or incomplete. - Websites containing no specific value added, content or products to users.
Publisher’s Websites and content must be at all times compliant with any applicable Personal Data Protection and Privacy laws and regulation, and shall not violate any law, regulation, rule or custom or violate, infringe or misappropriate any person’s or entity’s rights, including without limitation any property or privacy rights, including intellectual property rights, such as copyrights, trademark rights or rights in name or likeness.
2.2. TrafficJunky Inc. regularly checks Publisher’s Website(s). If TrafficJunky Inc. determines that Publisher's Website(s) includes any forbidden or non-compliant content, TrafficJunky may close Publisher's account without prior notification. In such a case, Publisher shall not be entitled to the payment of the revenue remaining in its Dashboard.
The following are examples of Publisher's use of Websites or product offering that are not eligible for participation in the TrafficJunky MarketPlace:
3.1. Procuring, billing or servicing for business transactions based on unfair methods or illegal means of doing business that violate any applicable law or this Agreement, are prohibited;
3.2. More specifically, attempts to obtain commissions by procuring, billing or servicing business transactions using the Advertising Material, tracking links and/or other technical aids provided in the context of the TrafficJunky MarketPlace using one or several of the following methods:
3.2.1. Fraudulently pretending or misrepresenting business transactions, for example by entering third party data without authorization or by providing false, misleading or non-existing data when ordering goods or registering online;
3.2.2. Using Advertising Material that enables tracking although it is not displayed at all, not visibly or not in the manner and/or size stipulated by the Advertiser;
3.2.3. Any form of Brand-Bidding or unfair anti-competitive behavior.
3.3. Any form of misuse will lead to the blocking of the Publishers’ accounts immediately. In this case Publishers may raise an objection (by email) within a month in order to provide a statement and evidence that the chosen form of advertising or the Website has been made in accordance with this Agreement. In the event of non-resolution as a result of a breach or non-compliance with this Agreement or violation of applicable law, the Agreement will be terminated. The Publisher shall not be entitled to any remuneration as of the date of termination.
3.4. Fraudulent Impressions. Any method too artificially and/or fraudulently inflates the volume of impressions or clicks are strictly forbidden. Counts of impressions or clicks will be decided solely on the basis of reports generated by TrafficJunky MarketPlace. These prohibited methods include but are not limited to: framing an ad-banner's click-through destination, auto-spawning of browsers, running 'spiders' against the Publisher's own Website, automatic redirecting of users or any other technique of generating automatic or fraudulent (as determined by TrafficJunky Inc., acting reasonably, or based on industry practices) click-through and/or impressions. Advertising Material may not be placed on a page which reloads automatically. Publisher may not require users to click on Advertising Material prior to entering a Website or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material. Publisher’s click-through of any link other than TrafficJunky’s Advertising Material, or use of any other means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, TrafficJunky Inc. may terminate this Agreement without prior notification and Publisher shall not be entitled to the payment of the revenue remaining in its Dashboard.
4. PUBLISHER PAYMENT
4.1 Payments. Publisher payments are done weekly through Paypal (Net 7) or monthly through Wire Transfer (Net 20). Payments are generated automatically by MG Technologies Ltd. To receive a payment, Publishers must reach the minimum payout limit set up in the TrafficJunky MarketPlace dashboard. MG Technologies Ltd. shall pay Publisher for Advertising Material actually delivered by Publisher to each of Publisher’s Website(s) approved by MG Technologies Ltd.
4.2 Liability for Publisher's Revenue. Publisher understands and agrees that MG Technologies Ltd. acts solely as a third party for the Advertisers; Publisher agrees that (i) MG Technologies Ltd. shall have no liability or obligation to Publisher for payments due but unpaid from Advertisers; (ii) Publisher will only assert any claims therefore directly against the Advertisers; and (iii) Publisher shall hold MG Technologies Ltd. harmless and indemnify it from any claims or liability related to such unpaid amounts. MG Technologies Ltd. agrees to make every reasonable effort to bill, collect and clear payment from the Advertisers on a timely basis. MG Technologies Ltd., reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein.
4.3 Other Expenses. MG Technologies Ltd. assumes no responsibility for paying any income taxes, banking commissions or currency fees on behalf of Publisher. By participating in the TrafficJunky MarketPlace, Publisher assumes complete and sole responsibility for any taxes, banking commissions or currency fees owed as a consequence thereof.
5. ADVERTISING MATERIAL
5.2. Recording of Service Counts. MG Technologies Ltd. has the sole responsibility for calculation of statistics, including Impressions, click-through rate, revenues, eCPM. EST Time shall be the time period for traffic and tracking purposes. Statistics shall be available to Publisher online in the TrafficJunky MarketPlace Dashboard. Publisher understands that MG Technologies Ltd.'s online statistics may not be 100% accurate and that MG Technologies Ltd. may make adjustments to Publisher’s online statistics. In the event that coding on Publisher’s Website(s) generates substantial number of erroneous impression due to a technical problem such as server malfunction, coding alteration or a mistake in entering code, MG Technologies Ltd. reserves the right to withhold payment on all Impressions and clicks delivered by Publisher.
5.3. Volume of impressions. MG Technologies Ltd. cannot guarantee any volume of traffic. Impressions can differ from one day to another following the performances of the site targeted.
5.4. Ad Serving Platform. All Statistics of impressions and revenues will be provided by TrafficJunky MarketPlace and shall be used for payments and related data pursuant to this Agreement.
6. AD SIZES
300x250 (pixels), 315x300, 468x60, 950x250. For any other sizes or format you may contact TrafficJunky to get such sizes or format approved. TrafficJunky to get such sizes or format approved.
MG Technologies Ltd. shall use the trade names or trademarks of Publishers, Advertisers or third parties without prior written approval from the party owning such name or mark.
8. REPRESENTATIONS AND WARRANTIES
Publisher(s) represents and warrants to MG Technologies Ltd. that:
9.2. If either party does not fulfill a material obligation defined in this Agreement, the other party has the right to terminate this Agreement thirty (30) days following written notice to the party in breach, provided that such material breach remains uncured, without prejudice of the right to claim the damages caused to the non-breaching party.
The Publisher(s) agree not to disclose MG Technologies Ltd. Confidential Information without MG Technologies Ltd.'s prior written consent. " Confidential Information" includes without limitation: (i) all software, technology, programming, technical specifications, materials, guidelines and documentation related to TrafficJunky MarketPlace; (ii) click-through rates or other statistics provided to You by MG Technologies Ltd.; and (iii) any other information designated in writing by MG Technologies Ltd. as "confidential" or any indication to the same effect. TrafficJunky MarketPlace Confidential Information does not include information that has become publicly known through no breach by You or MG Technologies Ltd., or information that has been (i) independently developed without access to TrafficJunky MarketPlace Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
11. DATA PROTECTION
11.2. Each party warrants to the other that, during the term of this Agreement, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection).
12. INDEMNIFICATION AND LIMITATION OF LIABILITY
12.1. Indemnification. You agree to indemnify, defend and hold MG Technologies Ltd. and its officers, directors, shareholders, successors, affiliates, employees, agents and representatives harmless from and against any and all costs, claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any claims and lawsuits as well as all other claims resulting from (i) the participation on the TrafficJunky MarketPlace, (ii) operation of the Publisher's Website(s) submitted to MG Technologies Ltd. for participation on the TrafficJunky MarketPlace or (iii) otherwise arising from a relationship with MG Technologies Ltd. The Publisher(s) also agree to indemnify MG Technologies Ltd. for any legal fees incurred by MG Technologies Ltd., acting reasonably, in investigating or enforcing its rights under this Agreement.
12.2. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL MG TECHNOLOGIES LTD. BE LIABLE TO PUBLISHER WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT MG TECHNOLOGIES LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL MG TECHNOLOGIES LTD.’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE PAYMENTS TO THE PUBLISHER HEREUNDER.
13.1. MG Technologies Ltd. reserves the right to amend the terms and conditions of this Agreement at any time in its sole discretion. MG Technologies Ltd. will provide reasonable notice of any such changes by e-mail and by posting the changes on its site and such notices shall be considered sufficient for a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of fees, commission schedules, and payment procedures. All such modifications shall take effect after a notice has been provided above, unless otherwise indicated.
During the term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Advertiser agrees that it will not do business directly or indirectly with any Publisher listed on the TrafficJunky MarketPlace, or directly or indirectly solicit such Publisher to do business directly with the Advertiser.
15. GOVERNING LAW
15.1. This Agreement shall be governed by and interpreted in accordance with the laws of Cyprus.
15.2. For any matter related to the interpretation or execution of this Agreement, the parties expressly waive to submit to any courts which might have jurisdiction over the subject matter, and agree to submit to the sole competence and jurisdiction of the Cyprus Courts.
16. GENERAL PROVISIONS
16.1. Force Majeure. Except for payment obligations, if either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a “Force Majeure Event”), such party’s performance shall be excused and the time for performance shall be extended accordingly provided that the party immediately takes all reasonably necessary steps to resume full performance. If such party remains unable to resume full performance fifteen (15) days after the Force Majeure Event, the other party may terminate this Agreement upon written notice.
16.2. Severability. Should any of the provisions of this Agreement be declared invalid or unenforceable by the rules and regulations of Cyprus court, such provisions shall be deemed several from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions as much as possible within the extent of relevant laws or judgment of the court.
16.3. Survival. All relevant Sections shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.
16.4. Assignment. Neither party may assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, either party may, without the consent of the other party, assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee shall assume in writing all rights and obligations under this Agreement.
16.5. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or by email (including by internationally recognized commercial delivery service), and on the day the notice is sent or received, if the time of transmission is during recipient’s business day, or if not on the next business day thereafter, in each case to the respective parties at the addresses provided by the them in writing. Either party may change its address by providing the other party with written notice of the change in accordance with this section.
16.6. Relationship of Parties. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
16.7. Waiver. No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy.
16.8. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement.
16.9. Headings. The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.
16.10. Construction. The parties acknowledge and agree that the Agreement has been jointly prepared and its provisions will not be construed more strictly against either party as a result of its participation in such preparation.
16.11. Counterparts. This Agreement may be executed in counterparts, which taken together shall form one legal instrument.
16.12. No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
- All content, products, and services on the Publisher's Website(s) are legal to distribute, that it owns or has the legal right to use, and will not infringe, any and all copyrights, trademarks, patents or other proprietary rights;
- The Publisher's Website(s) do not, and will not during the term of this Agreement, contain any material described in the “Misuse” Section of this Agreement;
- The Publisher's Website(s) are free of any "worm", "virus", "malware" or other device that could impair or injure any person or entity;
- It is generally familiar with the nature of the Internet and will comply with all rules and regulations that may apply; and it will conduct its business in compliance with all applicable laws, rules and regulations;
- It has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein; and the execution of this Agreement and the performance of its obligations by Publisher(s) will not conflict with or cause a breach or violation of any agreement, law, regulation or other obligation to which Publisher(s) is a party or subject; and
- The Publisher(s) must respect the prohibition of unsolicited advertisement (“Spam”) when sending e-mails containing Advertising Material. Therefore, the consent of each and every recipient is to be obtained prior to sending e-mails; should MG Technologies Ltd. request, Publisher(s) must provide written evidence of such consent has been granted.