Terms & Conditions for Publishers

Trafficspaces Inc. ("Trafficspaces"), provides an advertising booking, sales, management, display and tracking service ("Platform") to organizations, groups and individuals ("Publishers"). In this agreement, the Trafficspaces.com website and the Platform are collectively referred to as "Trafficspaces Services".

Through the Platform, Publishers can offer booking, sales, management, display and tracking services for advertisement placements ("Ad Campaign(s)") to ("Advertiser(s)"). Each Ad Campaign comprises of one or more advertisements ("Ad(s)") that can be placed into a Javascript, RSS feed, Email, Audio Stream, Video Feed, or Offline Display Medium ("Ad Zone(s)") that is published, managed, or displayed by the Publisher, and the rules that describe the conditions under which such advertisements will be placed. Ads are viewed by members of the public ("User(s)"), who access the Publishers' Ad Zones.

Trafficspaces sells the right ("License(s)") to use the Platform to Publishers. Each License comprises of one or more features and limitations on the use of the Platform ("Package(s)").

The Platform runs on software developed and hosted by Trafficspaces Inc., its subsidiaries and third party contractors ("Application Provider").

By using Trafficspaces Services, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SERVICE THAT ARE INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY DISCONTINUE USE OF THE TRAFFICSPACES SERVICE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS BELOW.

1. CHANGES TO TERMS AND CONDITIONS

Application Provider reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Trafficspaces Service, at any time and in its sole and absolute discretion. Any changes will be effective upon posting of the revisions on the site http://www.trafficspaces.com/ terms/publishers/. You are responsible for reviewing any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF TRAFFICSPACES SERVICE FOLLOWING APPLICATION PROVIDER'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, YOU MUST TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.

2. RELATIONSHIP OF THE PARTIES

Your relationship to Application Provider is one of a customer or/and an independent contractor. No employer-employee, agency, joint venture, franchise, sales representative or partnership relationship is created by this Agreement or your use of Trafficspaces Services. For the mutual protection of Publishers and Application Provider, your relationship with Advertisers is governed by the Terms and Condition for Advertisers. This Terms and Condition for Advertisers Agreement constitutes your entire agreement with Advertisers. Application Provider reserves the right to change the Agreement, in its sole and absolute discretion, with or without any notice to you. You hereby acknowledge and agree that your continued use of the Trafficspaces Service following Application Provider's posting of any changes to that Agreement will constitute your acceptance of such changes or modifications.

3. PUBLISHER OBLIGATIONS

3.1 You are solely responsible for the wording, customization and accuracy of your Ad Zone and for all materials that appear in your Ad Zone including, but not limited to: (a) the creation of Ad Zone descriptions and logos; (b) the display of Advertisers' Ads on your Ad Zones using methods including but not limited to the placement of Ad Zone Javascript into the relevant Internet web site(s) or web server(s); (c) the acceptance and/or rejection of advertisements submitted into your Ad Zone; (d) accuracy and appropriateness of materials you post on the Ad Zone; (e) ensuring that advertisements or User comments accepted to your Ad Zone do not violate or infringe upon the rights of any third party; are not defamatory, obscene, threatening, abusive or hateful and (f) ensuring that materials posted in your Ad Zone are not libellous or otherwise illegal.

3.2 You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Trafficspaces Service or any activities conducted on Application Provider's servers. You agree not to take any action that imposes an unreasonable or disproportionately large load on the Trafficspaces Service infrastructure. You agree not to impede or interfere with others' use of the Trafficspaces Service. You further agree not to alter or tamper with any information or materials on or associated with the Trafficspaces Service.

3.3 You are responsible for all usage or activity on your Trafficspaces Service account, including use of the account by any organization or person authorized by you to use your user name and password, or to which or whom you have granted extra privileges with or on your Trafficspaces Service account. You are advised to maintain the confidentiality of your Trafficspaces Service password. You are responsible for ensuring that you exit from your Trafficspaces Service account at the end of each session. You are responsible for the usage of your Trafficspaces Service account on your web site or on any other web site. You bear sole responsibility to regulate the use of your Trafficspaces Service account by other users of the World Wide Web or site publishers.

4. INTELLECTUAL PROPERTY

4.1 All Ads uploaded to the Trafficspaces Service by Advertiser including, without limitation, all intellectual property rights in the same, shall remain Advertiser's sole and exclusive property.

4.2 All content uploaded to the Trafficspaces Service by you (("Publisher Information") including, without limitation, all intellectual property rights in the same, shall remain your sole and exclusive property.

4.3 All software, equipment, data, information and materials, developed or provided by Application Provider or its suppliers under this Agreement or used by Application Provider to provide the Trafficspaces Service including all intellectual property rights in the same shall remain the sole and exclusive property of Application Provider or its suppliers. In no event may you copy, reverse engineer, decompile, translate or otherwise use or duplicate the Application Provider software or Trafficspaces Service, without the express written consent of Application Provider.

4.4 By publishing Publisher Information in the Trafficspaces Service, you represent and warrant that you are the owner of all patent, copyright, mask work, trademark, service mark, and any and all other proprietary rights and interests therein. Publisher hereby grants Application Provider and its designees the right to communicate such works to the public, perform and display the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of this Agreement for the purpose of providing the Trafficspaces Service under this Agreement. Publisher also permits any User to access, display, view, store and reproduce such content. Subject to the foregoing, the owner of such content placed on the Trafficspaces Service retains any and all rights that may exist in such content.

4.5 You acknowledge and agree that Application Provider may preserve Publisher Information and may also disclose the same if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any such Publisher Information violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Application Provider, its Advertisers, Users and the public.

4.6 In the event that Application Provider, the bulk of its assets or one or more of its sites is acquired by another company, Publisher Information submitted via the Trafficspaces Service may be among the transferred assets.

5. FEEDBACK

While Application Provider appreciates your feedback on the Trafficspaces Service, you are asked to be specific and not to submit creative ideas, inventions, suggestions, or materials. If, despite our request, you send us creative suggestions, ideas, drawings, concepts, inventions, or other information (collectively the Submission ), the Submission shall be the property of Application Provider. None of the Submission shall be subject to any obligation of confidence on Application Provider's part and it shall not be liable for any use or disclosure of any Submission. Application Provider shall own exclusively all now known or later discovered rights to the Submission and shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person who submitted the Submission. You grant to Application Provider your rights to any Submissions submitted by an Advertiser or User.

6. NO WARRANTY

YOU ACKNOWLEDGE THAT YOU ARE USING THE TRAFFICSPACES SERVICE AT YOUR OWN RISK. THE TRAFFICSPACES SERVICE IS PROVIDED "AS IS", AND APPLICATION PROVIDER, ITS OFFICERS, DIRECTORS, AGENTS, ADVISORS AND AFFILIATES HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY THE TRAFFICSPACES SERVICE. APPLICATION PROVIDER, ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE TRAFFICSPACES SERVICE WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED ON THE TRAFFICSPACES SERVICE.

7. INDEMNIFICATION.

The Trafficspaces Service is a venue for Publishers and Advertisers to organize, complete and fulfill advertising transactions. You hereby acknowledge and agree that Application Provider is not involved in the actual transaction between an Advertiser and a Publisher, is not the agent of, and has no authority for either for any purpose. You shall indemnify Application Provider in respect of all liability, losses, damages, costs or expenses howsoever caused, arising out of, or in connection with a breach of your obligations under this Agreement.

8. LIMITATION OF LIABILITY

APPLICATION PROVIDER, ITS OFFICERS, DIRECTORS, AGENTS, ADVISORS, AFFILIATES AND THIRD PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ALLEGEDLY SUSTAINED ARISING OUT OF THIS AGREEMENT, THE PROVIDING OF TRAFFICSPACES SERVICES HEREUNDER, THE SALE OR PURCHASE OF ANY GOODS OR MERCHANDISE, YOUR ACCESS TO OR INABILITY TO ACCESS THE TRAFFICSPACES SERVICE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE TRAFFICSPACES SERVICE, YOUR USE OF OR RELIANCE ON THE TRAFFICSPACES SERVICE OR ANY OF THE MERCHANDISE, INFORMATION OR MATERIALS AVAILABLE ON THE TRAFFICSPACES SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

9. DISCLAIMER

Application Provider does not review Ads, User comments or Publisher Information before they are posted, and does not verify, endorse or otherwise take responsibility for the contents in, around, or associated with any Ad or Ad Zone. However, Application Provider reserves the right to remove from its servers any Ad or Ad Zone which it determines to be in violation of its rules and guidelines.

10. CONDITIONS FOR USAGE

10. 1 You shall provide Application Provider with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of this Agreement. Application Provider reserves the right to refuse any application at its sole discretion.

10.2 You must be above the age of 13 to use the Service as a Publisher.

10.3 You may not select or use a name, user name or Ad Zone name with the intent to impersonate another person, company or entity, nor use a name subject to the rights, including intellectual property rights of any person other than you without written authorization, nor use a user name that Application Provider, in its sole discretion, deems offensive.

10.4 If Ad Zones are to be displayed on a web page, the following conditions apply. 1) All Ad Zone(s) should appear immediately adjacent to content or editorial functionality, 2) At least one of the Ad Zones must begin less than 400 pixels from the top of the web page. 3) No Ad Zone may be posted multiple times on the same web page.

10.5 You may display advertising material from sources other than Application Provider on your Internet web Site(s).

10.6 Publisher agrees to notify Application Provider by e-mail at cs (AT) Trafficspaces DOT com or via the appropriate Application Provider web form of the temporary unavailability of any Ad Zone that it has listed for sale.

10.7 If an Ad Zone is set up to run on more than one web site, you need to identify the sites contributing to the Ad Zone's traffic tally via the appropriate Application Provider form.

10.8 You will not send unsolicited e-mail ("spam") to attract Users or Advertisers to your Ad Zone or any Ads.

10.9 You will be notified of each new Ad Campaign submission via the email address you specified on the appropriate Application Provider form and will have the right to approve or reject each submitted new or revised ad ("pending ads"), provided, that you have selected implicitly or explicitly the option receive such notifications on the Trafficspaces Service. If such revision is offensive or otherwise objectionable, you may reject the submission. If an Ad Campaign is not accepted or is stopped prematurely, you may issue a full or partial refund of the fee paid upon submission of the Ad Campaign to Advertiser by either 1) issuing a refund coupon that may be redeemed on the Platform, or 2) issuing a payment via the PayPal system to the PayPal account Advertiser used for payment, or 3) refunding directly to a credit card or 4) mailing Advertiser a check to the postal address registered with Application Provider via the appropriate Application Provider form, if the Ad Campaign was paid for by check or wire transfer.

10.10 You acknowledge that Application Provider may establish general practices and limits concerning use of the Trafficspaces Service, including without limitation the maximum number of Users that can access the Trafficspaces Service, the maximum disk space that will be allotted on Application Provider's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. Application Provider may add you to its menus of Publishers displayed to Advertiser, including but not limited to its web sites. You further acknowledge that Application Provider reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

10.11 You acknowledge and agree that Application Provider may, without notice, remove you from its menus of Publishers displayed to advertisers, including but not limited to its web sites if you fail to comply with any of the above usage conditions.

11. RATES AND PAYMENT

11.1 Application Provider will sell you a License to use Trafficspaces Services. Application Provider reserves the right to determine the License Fee it charges Publishers and will make reasonable effort to provide you with notice of such charges on the Trafficspaces.com website, or by other electronic communication.

11.2 You are responsible for setting the advertising rates for placing Ads into your Ad Zone and responsible for collecting the fees charged to Advertiser. Application Provider provides tools within Trafficspaces Services that will help you collect payment online from Advertisers through Payment Solution Providers. You are responsible for registering with your preferred Payment Solution Providers, obtaining 3rd party payment integration information, and configuring your Trafficspaces Service correctly.

11.3 If you discontinue or suspend publication of an Ad Zone into which Ad Campaigns have been sold, you agree to reimburse all current Advertisers the pro rata share of their purchase.

11.4 You agree to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity, including but not limited to personal income tax, social security obligations, sales tax and use tax if applicable. You also agree that Application Provider is not obligated to determine whether sales or use taxes apply on any Ad Campaign sales and is not responsible to collect, report, or remit any sales or use taxes arising from any such transaction.

11.5 Unless otherwise agreed in writing, you agree that before Application Provider issues a new License to you, you must pay the License Fee to the Application Provider. Application Provider will accept License Fee payments from you via PayPal, debit/credit card, paper check, wire transfer or via other mechanisms as Application Provider may select from time-to-time. Such payments may be subject to terms and conditions of a third party payment processor (such as PayPal or a credit card processor). Once Application Provider receives a payment for a License Fee, Application Provider shall, within fifteen (15) business days provide access to the related Trafficspaces Service. You acknowledge that the Application Provider will only issue full or partial refunds for a License Fee at its sole discretion.

11.6. If you elect to pay for your License Fee via PayPal, or with a debit/credit card, you agree that Trafficspaces will renew your License automatically once its expiration date becomes due by charging the applicable License Fee to you through the Payment Solution Provider. If you do not want renew your License, you must terminate the License in accordance with the Terms and Conditions below before its expiration date becomes due.

11.7. If you are a contractor, you are solely responsible for opening a PayPal account and for registering, and updating the PayPal account's e-mail address and your postal address with Application Provider via the appropriate Application Provider form. In order to receive payments, Application Provider requires w9 information from you. You are solely responsible for registering your w9 details via the appropriate Application Provider form.

12. TERMINATION

12.1 Application Provider reserves the right to terminate you and remove the Trafficspaces Service from the Internet without notice for any reason, or for no reason. If Application Provider terminates the Agreement, it will send an email to your registered e-mail address. If your registered e-mail is not currently valid, Application Provider may terminate this Agreement without any notice.

12.2 You may terminate this Agreement, your License or one or more Packages therein for any reason, or for no reason by sending an e-mail to us at cs AT Trafficspaces DOT com or using the Contact Us page or any tool designed for communicating Termination requests to us, and expressly marked by Trafficspaces for such purpose. Your violation of the terms of this Agreement also counts as termination.

12.3 If this Agreement is terminated by either party, you agree to reimburse all current Advertisers the pro rata share of their purchase for Ad Campaigns on your Ad Zone.

13. MISCELLANEOUS

13.1 This Agreement shall be governed in all respects by the laws of Delaware and the parties agree to submit to the non-exclusive jurisdiction of the Delaware courts.

13.2 Official correspondence should be sent to:

Trafficspaces Inc.
552 Greens Branch Lane
Smyrna
DE 19977

13.3 Application Provider may retain and use for its own purposes any Publisher Information. Application Provider may share aggregate (i.e., not personally identifiable) information about Publishers with advertisers, business partners, including syndication partners, sponsors, and other third parties.

13.4 This Agreement constitutes the entire agreement between you and Application Provider with respect to the subject matter hereof and there is no representations, understandings or agreements which are not fully expressed in this Agreement.

Section Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.