Terms of Use | TrafficJunky

Last Updated: August 17, 2023

By accessing this Website, you will be deemed to have agreed to these Terms of Use and our Privacy Policy. If you do not intend to be legally bound by these Terms of Use, our referral program terms and conditions and our Privacy Policy, do not access or use our website or any services on it.

1. Interpretation

In these Terms of Use unless the context otherwise requires:

"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 Aylo Freesites Ltd.

"Buyer" includes any Member 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 account holder of this Website including Buyers and Sellers.

"Seller" means any Member who creates a listing for the sale of Ad Space or any person acting on its behalf with express or implied authority.

"We", "Us" and "Our" means TrafficJunky.

"Website" means the TrafficJunky Website under the domain name www.TrafficJunky.com.

"Website Content" means the content of the website or other property in which the Ad Space appears or is to appear.

"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.

In these Terms of Use unless the context otherwise requires:

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.

2. Our Services

You acknowledge that the purpose of this website is to provide a medium that brings 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.

3. Membership

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.

4. Use of Username and 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.

5. 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.

The Buyer acknowledges and agrees that the Seller may preserve the Buyer's Advertisement content and may disclose any Advertisement in order to comply with legal requests, to enforce these Terms of Use or to respond to any claim that any Advertisement violates the rights of third parties or to protect the rights, property or personal safety of TrafficJunky, the Seller, Users and the public.

It is the Buyer's responsibility to satisfy itself of the suitability and appropriateness of the Website 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 the Seller's website or this 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.

6. Invoicing And Additional Charges

If you elect to use any of the services provided by TrafficJunky, you will be receiving invoices. Said invoices shall be payable upon receipt unless the services have been prepaid. Interest shall be payable on any amounts that remain unpaid on or before the date twenty (20) days after the date such payments are due, without the need for TrafficJunky to issue a default notice. Each late payment shall bear interest to the legal interest rate that applies in Cyprus per annum during the period of default payment and any other compensation for recovery costs shall be added to the amount due as per applicable law. The interest will be compounded on each last day of each month.

7. Buyer's Warranties

The Buyer warrants that:

It is authorized to publish the Advertisement(s);
The content of their 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.

8. 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 this 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 this 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 this 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.

Refunds may be offered to you on sums you have credited to your account before these sums are spent, in some circumstances. Our decisions about refunds are made on a case-by-case basis and depend on the facts and circumstances of the particular issue. All refunds are made at our sole discretion and without admission of liability. Please note that refunds are not offered once a purchase is made through Traffic Junky.

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 this Website or of any Ad Space offered for sale at this Website.

We do not make and exclude all warranties to the fullest extent permitted by law that using this service and this 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.

9. Breach by other Members

We cannot and do not control the actions or inactions of Members dealing through this 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 this 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 this Website. Further, there are risks with using this Website including people acting under false pretenses, dealing with underage persons and/or foreign persons, and international trading.

10. Breach by You

If you,

engage in fraudulent, misleading or deceptive activity in connection with this Website;
breach the Terms of Use, the Listing Policy, any of our other policies or any applicable law; or
participate 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.

The rights in this clause do not limit any other remedies available to us at law, in equity or under these Terms of Use.

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.

11. Infringing Others' Copyright

We cannot and do not investigate 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 legal@trafficjunky.com

12. 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 this Website.

13. Indemnity

Users agree to defend and indemnify and forever hold TrafficJunky, its related entities, officers, directors, employees, agents and affiliates harmless against liability for any claims, demands, proceedings, losses, damages whether actual, special or consequential, expenses and costs, including legal costs on an indemnity basis, made by you or by any third party as a result of or in connection with your use of this Website or your or a third party's breach of these Terms of Use, any applicable law or the rights of a third party.

14. Gateways and Credit Card Providers

You agree to be bound by the policies, and charges, including chargeback fees and terms and conditions of any gateway and of any credit card provider(s) you propose to use for accepting or making a payment over this Website. In order to make payments via certain gateways, you accept that TrafficJunky will be sending you an e-mail to validate your account with a given gateway service provider.

15. VAT Policy

To comply with Cyprus and European Union (“EU”) Value-Added Tax (“VAT”) regulations, we are required to remit VAT on certain bidding transactions made on this Website. Tax is required to be charged in the following situations:

The local VAT is charged to customers who are individuals located in the EU.
The local VAT is charged to customers who are corporations located in the EU that are not registered for VAT, or have not provided a valid VAT registration number.
VAT is applicable on all transactions between two Cypriot entities.

16. 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 this Website.

All such material and software are protected by domestic and international copyright and intellectual property laws. You may only use this material for browsing this Website and you are strictly prohibited from reproducing, adapting, modifying, distributing, transmitting, republishing, framing, displaying, or performing the content on this Website.

The trademark TrafficJunky is owned by Licensing IP International Sàrl® and used under license. You cannot use this trademark unless expressly authorized by us. All other trademarks, trade names, service marks and the like that appear on this Website are the property of their respective owners. You may not use any such intellectual property without the respective owner's express consent.

17. Policies

You must comply with all policies, guidelines, help and frequently asked questions pages published on this Website. All such policies and pages are incorporated into these Terms of Use.

18. Compliance with Laws

You must comply with all laws (including domestic and international), statutes, ordinances, and regulations in respect of using this 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 this Website.

19. Access to this Website

Due to occasional upgrades, maintenance, and other factors outside our control, we cannot guarantee 100% continuous, uninterrupted, or secure access to this Website. We provide this Website on an "as is" and "as available" basis. We make no representations or warranties that this Website, information, content or materials available on this Website, its servers or emails sent from TrafficJunky will be:

uninterrupted;
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 this Website is undertaken at your own risk.

TrafficJunky grants you a non-exclusive, non-transferable, revocable, limited right and license to access and use this Website solely in order to sell and buy Ad Space in full compliance with these Terms of Use. You agree not to download (other than page caching for authorized Users) or modify this Website or any portion of it without our express, written consent. Unless expressly stated otherwise such license does not include:

any rights of resale or commercial use of this Website or its contents (other than Advertising);
any collection or use of any media metrics available on or through this Website, listings, descriptions, or prices;
any derivative use of this 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 this Website. Immediately upon termination you are prohibited from accessing or using this Website. We reserve the right to use any means we deem necessary to prevent unauthorized access to this Website including but not limited to technological barriers, internet protocol (IP) banning, email banning and direct contact with your internet service provider (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 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.

20. Force Majeure

TrafficJunky will not be liable for failing to perform under these Terms of Use by the occurrence of any event beyond its reasonable control, including, without limitation, a labour disturbance, an internet outage or interruption of service, a communication outage, a failure by a service provider to TrafficJunky to perform, fire, threatened or actual act of terrorism, natural disaster, or war.

21. Keep Copies

We may close this 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 this Website. We do not undertake to retain copies of any material which we or others may delete from this Website. For this reason, we strongly advise you to keep a copy of any such material.

22. Services from Third Parties

Any links to services, goods, resources, or information of third parties provided at this 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.

23. Interference with this 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 this Website.

24. Website Content

Due to the large amount of content posted by others on this Website, we cannot and do not undertake to monitor or control the nature of the content available on this Website. Users are solely responsible for their interactions with other users of this Website. Users must not post any fraudulent, misleading, defamatory, infringing, or unlawful content on this Website. Users agree to defend and indemnify us against any infringement, breach of privacy, defamation or similar claims relating to their use of this Website.

We reserve the right but are not obliged to monitor content and materials posted on this 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 this Website. All users acknowledge that our responding to complaints regarding any material or content posted to this Website is done only of our good free will to assist users in having a pleasurable trading experience on this 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.

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.

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 reserves the right to optimize all images that advertisers upload to this Website. 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.

25. 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.

26. Minors

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"), in your jurisdiction.

You must leave this Website now if you have not reached the age of majority and are not using this Website in conjunction with and under the supervision of your parents or guardians.

27. Severability

If any provision of these Terms of Use or any policy or document found on this Website is void, voidable, unenforceable, or illegal in accordance with its terms, but would not be void, voidable, unenforceable or illegal if it were read down and it is capable of being read down such provision shall be read down accordingly.

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
in any other case, the whole provision is hereby severed, and the remainder of these Terms of Use and any policy or document on this Website shall be of full force and effect.

28. Assignment

We may assign our rights to these Terms of Use in our absolute discretion without giving any notice.

You are strictly prohibited from assigning or transferring any rights you may have under these Terms of Use. Any attempted assignment or transfer by you shall be void and without legal effect.

29. Waiver

The failure, delay, or omission by us to exercise any power or right conferred upon us by these Terms of Use shall not operate as a waiver of such power or right, nor shall any single exercise of any such power or right preclude any other or future exercise of the power, or the exercise of any other power or right under these Terms of Use.

A waiver of any provision of these Terms of Use, or consent to any departure by a participant from any provision of these Terms of Use, must be in writing and signed by us (non-electronically) and is effective only to the extent for which it is given.

30. No Relationship

No agency, partnership, joint venture, employee-employer, affiliate, or franchisor-franchisee relationship is entered into or created by these Terms of Use between you and us.

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.

31. Notices

Notices under these Terms of Use may be given by us electronically by email or by posting notices on this Website. You agree that all communications from us including all agreements, notices, disclosures may be provided by us in such electronic form which satisfies any legal requirement that such communications be in writing.

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.

32. Survival of Terms

All provisions except your license to access this Website shall survive any termination or expiration of these Terms of Use. Buyers' and Sellers' contractual obligations made prior to termination survive termination and must be completed.

33. Amendments

We reserve the right to amend these Terms of Use and any of our policies and documents at any time in our absolute discretion. Any amendments will be posted to the relevant page where the policy or document is usually found and will be notified on the "Site News" section of this Website. Unless specified otherwise, all amendments will be effective seven (7) days after first being notified on the "Site News". By continuing to use the website you will be deemed to have agreed to the amended Terms of Use or policy.

The Terms of Use cannot be individually amended except in writing signed (non-electronically) by TrafficJunky and yourself.

34. Entire Agreement

These Terms of Use together with all policies and documents incorporated by reference comprise the entire agreement between you and us. You agree that you have not relied on any prior representations, statements, claims or agreements not contained in these terms and conditions.

35. Governing Law And Jurisdiction

These Terms, your use of this Website, and the relationship between you and us shall be governed by the laws of the Republic of Cyprus, without regard to conflict of law rules. Any legal proceeding in connection with the use of this Website, this Agreement or the performance thereof shall be brought in an appropriate court in the Republic of Cyprus. The parties hereto and their affiliates consent to the sole and exclusive jurisdiction of such court. You consent to service of process in any legal proceedings.

36. International Payment Processing

Aylo Freesites Ltd is registered as part of a VAT group the representative member of which is Aylo CY Holdings Ltd. Its VAT registration number is CY99000217P.

THIS TRAFFICJUNKY MARKETPLACE TERMS OF USE AGREEMENT (“THE AGREEMENT”) IS ENTERED BETWEEN YOU (“PUBLISHER”) AND MG FREESITES LTD. MG FREESITES LTD., (HEREINAFTER REFERRED TO AS “TRAFFICJUNKY MARKETPLACE” OR “TRAFFICJUNKY”).

By accessing this Website, you will be deemed to have agreed to this Agreement and our Privacy Policy. If you do not intend to be legally bound by these Terms of Use and our Privacy Policy, do not access or use our website or any of its services.

DEFINITIONS

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 Freesites 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 Freesites 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 Freesites Ltd. margin. Publisher earnings are based on the eCPM generated by the ad spot. MG Freesites Ltd. margin remains at the sole and absolute discretion of MG Freesites 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.

1. OBJECTIVE

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 Freesites 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 regularly checks Publisher’s Website(s). If TrafficJunky 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.

3. MISUSE

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.

3.2.4. Any method to artificially inflate the cpm value of a Publisher spot; it is forbidden to constantly create/delete spots to avoid the end of the probation period.

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:

Creating more than 15 spots per site (active or inactive) and more than 6 active spots per page
Framing an ad-banner's click-through destination
Auto-spawning of browsers
Running 'spiders' against the Publisher's own Website
Automatic redirecting of users
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.
Any technique of generating automatic or fraudulent (as determined by TrafficJunky, acting reasonably, or based on industry practices) click-through and/or impressions.
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 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 Freesites Ltd. To receive a payment, Publishers must reach the minimum payout limit set up in the TrafficJunky MarketPlace dashboard. MG Freesites Ltd. shall pay Publisher for Advertising Material actually delivered by Publisher to each of Publisher’s Website(s) approved by MG Freesites Ltd.

4.2 Liability for Publisher's Revenue. Publisher understands and agrees that MG Freesites Ltd. acts solely as a third party for the Advertisers; Publisher agrees that (i) MG Freesites 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 Freesites Ltd. harmless and indemnify it from any claims or liability related to such unpaid amounts. MG Freesites Ltd. agrees to make every reasonable effort to bill, collect and clear payment from the Advertisers on a timely basis. MG Freesites 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 Freesites 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

5.1. MG Freesites Ltd. Javascript tag. Publisher(s) shall place the MG Freesites Ltd. Javascript tag on all appropriate pages within its website(s). Publisher(s) shall not alter, sell or disclose the MG Freesites Ltd. Javascript tag in any way without MG Freesites Ltd. prior written consent. The MG Freesites Ltd. Javascript tag for Advertising Material may not be used on a web page other than one located at an approved Website and may not be distributed or submitted to any newsgroup, e-mail distribution list, chat room, guest books, or other location that hasn't been approved by MG Freesites Ltd.

5.2. Recording of Service Counts. MG Freesites 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 Freesites Ltd.'s online statistics may not be 100% accurate and that MG Freesites 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 Freesites Ltd. reserves the right to withhold payment on all Impressions and clicks delivered by Publisher.

5.3. Volume of impressions. MG Freesites 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.

7. PUBLICITY

MG Freesites 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 Freesites Ltd. that:

9. TERMINATION

9.1. MG Freesites Ltd. may at any time terminate this Agreement, or cancel any Ad(s) in accordance with this Agreement. MG Freesites Ltd. will make reasonable efforts to notify Advertiser(s), Publisher(s) and Third Parties via e-mail of any such termination or cancellation within a reasonable period of time. Advertiser(s) may cancel any Ads and/or terminate this Agreement with or without cause at any time by deactivating a campaign in the Dashboard. Publisher(s) may cancel or terminate this Agreement by removing the MG Freesites Ltd. Javascript Tag from the Publisher's Website(s).

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.

10. CONFIDENTIALITY

The Publisher(s) agree not to disclose MG Freesites Ltd. Confidential Information without MG Freesites 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 Freesites Ltd.; and (iii) any other information designated in writing by MG Freesites 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 Freesites 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

11.1. Each party shall include clearly on its website(s), a privacy policy that describes how such party collects, uses, stores and discloses users’ personal data if any is collected, including without limitation e-mail addresses, and instructs users how to opt-out of such practices. Publisher’s privacy policy shall disclose that third party advertisers may place cookies on the browsers of visitors to Publisher’s Website(s).

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 Freesites 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 Freesites Ltd. for participation on the TrafficJunky MarketPlace or (iii) otherwise arising from a relationship with MG Freesites Ltd. The Publisher(s) also agree to indemnify MG Freesites Ltd. for any legal fees incurred by MG Freesites Ltd., acting reasonably, in investigating or enforcing its rights under this Agreement.

12.2. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL MG FREESITES 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 FREESITES 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 FREESITES LTD.’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE PAYMENTS TO THE PUBLISHER HEREUNDER.

13. MODIFICATION

13.1. MG Freesites Ltd. reserves the right to amend the terms and conditions of this Agreement at any time in its sole discretion. MG Freesites 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.

14. NON-SOLICITATION

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 Freesites Ltd. request, Publisher(s) must provide written evidence of such consent has been granted.