 |
|
| Description
of service |
|
|
|
Amongst other software and marketing services, Traffic
Pull provides users with access to search engine marketing
services (the "Service"). Traffic Pull allows
users of the Service to buy specified volumes of pay-per-click
("PPC") traffic that is sourced from multiple
search engines ("Campaigns"). Traffic Pull
may, at its sole discretion, determine the search engines
from where the volume of PPC will be sourced. The Service
may include certain communications from Traffic Pull
and/or our marketing partners, such as service announcements,
administrative messages, and that these communications
are considered part of Traffic Pull customer communication
and you will not be able to opt out of receiving them.
Guaranteed and/or Budget is not a monthly product.
Clicks are consumer driven and are directly correlated
with a consumer's buying interest in an advertiser's
goods and services. Due to seasonality, duration of
the contract, economic conditions, consumer sentiment
and other factors beyond Traffic Pulls ' control, the
actual number of monthly clicks will generally vary.
Traffic Pull does not guarantee a monthly click delivery.
Search is consumer driven, and therefore prone to inconsistencies.
Traffic Pull uses a proprietary rules engine to monitor
and meter performance of media buys throughout the year.
A buy is split into phases. The buy is targeted to pace
evenly and complete by the end of the year.
Unless explicitly stated otherwise, any new features
that augment or enhance the current Service, including
the release of new Traffic Pull products and services,
shall be subject to the TOS.
You understand and agree that the Service is provided
"AS-IS" and that Traffic Pull assumes no responsibility
for the timeliness, deletion, mis-delivery or failure
to store any user communications or personalization
settings. You are responsible for obtaining access to
the Service, and that access may involve third-party
fees (such as Internet service provider or airtime charges).
You are responsible for those fees. In addition, you
must provide and are responsible for all equipment necessary
to access the Service.
back to top
|
|
|
|
| Cancellation
and Refunds |
|
|
|
Once you have contracted us to procure advertising
on your behalf, we will be unable to refund any scheduled
or completed advertising (impressions, clicks, etc)
upon cancellation. Cancellation of your account can
occur at any time, but is subject to a) a minimum of
3 months of Traffic Pull service, b) the completion
of your most recent pre-paid monthly service fee and
c) at least 2 weeks' notice prior to the processing
of your next month's payment.
At the termination of your contract, Traffic Pull will
measure the pro-rated performance over the contract
term and will charge a final payment for any amount
in excess of the pro-rated target paced amount, not
to exceed 125% of the pro-rated target paced amount.
You agree that Traffic Pull may, under certain circumstances
and without prior notice, immediately terminate your
account, any associated email address, and access to
the Service. Cause for such termination shall include,
but not be limited to, (a) breaches or violations of
the TOS or other incorporated agreements or guidelines,
(b) requests by law enforcement or other government
agencies, (c) a request by you (self-initiated account
deletions), (d) discontinuance or material modification
to the Service (or any part thereof), (e) unexpected
technical or security issues or problems, (f) extended
periods of inactivity, (g) engagement by you in fraudulent
or illegal activities, and/or (h) nonpayment of any
fees owed by you in connection with the Services. Termination
of your account includes (a) removal of access to all
offerings within the Service, (b) deletion of your password
and all related information, files and content associated
with or inside your account (or any part thereof), and
(c) barring of further use of the Service. Further,
you agree that all terminations for cause shall be made
in Traffic Pull's sole discretion and that Traffic Pull
shall not be liable to you or any third party for any
termination of your account, any associated email address,
or access to the Service.
back to top
|
|
|
|
| Your
registration and obligations |
|
|
|
In consideration of your use of the Service, you represent
that you are of legal age to form a binding contract
and are not a person barred from receiving services
under the laws of the United States or other applicable
jurisdiction. You also agree to: (a) provide true, accurate,
current and complete information about yourself as prompted
by the Service's registration form (the "Registration
Data") and (b) maintain and promptly update the
Registration Data to keep it true, accurate, current
and complete. If you provide any information that is
untrue, inaccurate, not current or incomplete, or Traffic
Pull has reasonable grounds to suspect that such information
is untrue, inaccurate, not current or incomplete, Traffic
Pull has the right to suspend or terminate your account
and refuse any and all current or future use of the
Service (or any portion thereof).
back to top
|
|
|
|
| Customer
account, Password and Security |
|
|
|
|
| Customer
conduct |
|
|
|
You understand that all information ("Content"),
whether publicly posted or privately transmitted, are
the sole responsibility of the person from whom such
Content originated. This means that you, and not Traffic
Pull, are entirely responsible for all Content that
you upload, post, email, transmit or otherwise make
available via any websites that you promote via the
Service. Traffic Pull does not control the Content that
is posted by you, made available, or promoted via the
Service and, as such, does not guarantee the accuracy,
integrity or quality of such Content. You understand
that by using the Service, you may be exposed to Content
that is offensive, indecent or objectionable. Under
no circumstances will Traffic Pull be liable in any
way for any Content, including, but not limited to,
any errors or omissions in any Content, or any loss
or damage of any kind incurred as a result of the use
of any Content posted, emailed, transmitted or otherwise
made available via the Service. You agree to not use
the Service to: upload, post, email, transmit or otherwise
make available any Content that is unlawful, harmful,
threatening, abusive, harassing, tortuous, defamatory,
vulgar, obscene, libelous, invasive of another's privacy,
hateful, or racially, ethnically or otherwise objectionable;
harm minors in any way; impersonate any person or entity,
including, but not limited to, a Traffic Pull official,
or falsely state or otherwise misrepresent your affiliation
with a person or entity; forge headers or otherwise
manipulate identifiers in order to disguise the origin
of any Content transmitted through the Service; upload,
post, email, transmit or otherwise make available any
Content that you do not have a right to make available
under any law or under contractual or fiduciary relationships
(such as inside information, proprietary and confidential
information learned or disclosed as part of employment
relationships or under nondisclosure agreements); upload,
post, email, transmit or otherwise make available any
Content that infringes any patent, trademark, trade
secret, copyright or other proprietary rights ("Rights")
of any party; upload, post, email, transmit or otherwise
make available any unsolicited or unauthorized advertising,
promotional materials, "junk mail," "spam,"
"chain letters," "pyramid schemes,"
or any other form of solicitation; upload, post, email,
transmit or otherwise make available any material that
contains software viruses or any other computer code,
files or programs designed to interrupt, destroy or
limit the functionality of any computer software or
hardware or telecommunications equipment; interfere
with or disrupt the Service or servers or networks connected
to the Service, or disobey any requirements, procedures,
policies or regulations of networks connected to the
Service; intentionally or unintentionally violate any
applicable local, state, national or international law,
including, but not limited to, regulations promulgated
by the U.S. Securities and Exchange Commission, any
rules of any national or other securities exchange,
including, without limitation, the New York Stock Exchange,
the American Stock Exchange or the NASDAQ, and any regulations
having the force of law; provide material support or
resources (or to conceal or disguise the nature, location,
source, or ownership of material support or resources)
to any organization(s) designated by the United States
government as a foreign terrorist organization pursuant
to section 219 of the Immigration and Nationality Act;
"stalk" or otherwise harass another; and/or
collect or store personal data about other users in
connection with the prohibited conduct and activities
set forth in paragraphs above.
You acknowledge that Traffic Pull may or may not pre-screen
Content, but that Traffic Pull and its designees shall
have the right (but not the obligation) in their sole
discretion to pre-screen, refuse, or move any Content
that is available via the Service. Without limiting
the foregoing, Traffic Pull and its designees shall
have the right to remove any Content that violates the
TOS or is otherwise objectionable. You agree that you
must evaluate, and bear all risks associated with, the
use of any Content, including any reliance on the accuracy,
completeness, or usefulness of such Content. In this
regard, you acknowledge that you may not rely on any
Content created by Traffic Pull or submitted to Traffic
Pull , including without limitation information in Traffic
Pull marketing materials, website content, creative
advertising designed for you or other customers, and
in all other parts of the Service. You acknowledge,
consent and agree that Traffic Pull may access, preserve
and disclose your account information and Content if
required to do so by law or in a good faith belief that
such access preservation or disclosure is reasonably
necessary to: (a) comply with legal process; (b) enforce
the TOS; (c) respond to claims that any Content violates
the rights of third parties; (d) respond to your requests
for customer service; or (e) protect the rights, property
or personal safety of Traffic Pull, its users and the
public. You understand that the technical processing
and transmission of the Service, including your Content,
may involve (a) transmissions over various networks;
and (b) changes to conform and adapt to technical requirements
of connecting networks or devices. You understand that
the Service and software embodied within the Service
may include security components that permit digital
materials to be protected, and that use of these materials
is subject to usage rules set by Traffic Pull and/or
content providers who provide content to the Service.
You may not attempt to override or circumvent any of
the usage rules embedded into the Service. Any unauthorized
reproduction, publication, further distribution or public
exhibition of the materials provided on the Service,
in whole or in part, is strictly prohibited.
back to top
|
|
|
|
| Content
submitted or made available for inclusion of service |
|
|
|
Traffic Pull does not claim ownership of Content you
submit or make available for inclusion on the Service.
However, with respect to Content you submit or make
available for inclusion on publicly accessible areas
of the Service, you grant Traffic Pull the following
worldwide, royalty-free and non-exclusive license(s),
as applicable:
- With respect to Content
you submit or make available for inclusion on publicly
accessible areas of Traffic Pull, the license to use,
distribute, reproduce, modify, adapt, publicly perform
and publicly display such Content on the Service solely
for the purposes of providing and promoting the specific
Traffic Pull to which such Content was submitted or
made available. This license exists only for as long
as you elect to continue to include such Content on
the Service and will terminate at the time you remove
or Traffic Pull removes such Content from the Service.
- With respect to photos, graphics,
audio or video you submit or make available for inclusion
on publicly accessible areas of the Service other
than Traffic Pull, the license to use, distribute,
reproduce, modify, adapt, publicly perform and publicly
display such Content on the Service solely for the
purpose for which such Content was submitted or made
available. This license exists only for as long as
you elect to continue to include such Content on the
Service and will terminate at the time you remove
or Traffic Pull removes such Content from the Service.
- With respect to Content other
than photos, graphics, audio or video you submit or
make available for inclusion on publicly accessible
areas of the Service other than Traffic Pull, the
perpetual, irrevocable and fully sublicensable license
to use, distribute, reproduce, modify, adapt, publish,
translate, publicly perform and publicly display such
Content (in whole or in part) and to incorporate such
Content into other works in any format or medium now
known or later developed. "Publicly accessible"
areas of the Service are those areas of the Traffic
Pull network of properties that are intended by Traffic
Pull to be available to the general public.
back to top
|
|
|
|
| Indemnity |
|
|
|
You agree to indemnify and hold Traffic Pull and its
subsidiaries, affiliates, officers, agents, employees,
partners and licensors harmless from any claim or demand,
including reasonable attorneys' fees, made by any third
party due to or arising out of Content you submit, post,
transmit or otherwise make available through the Service,
your use of the Service, your connection to the Service,
your violation of the TOS, or your violation of any
rights of another.
back to top
|
|
|
|
| Traffic
Pulls ' Proprietary rights' |
|
|
|
You acknowledge and agree that the Service and any
necessary software used in connection with the Service
("Software") contain proprietary and confidential
information that is protected by applicable intellectual
property and other laws. You further acknowledge and
agree that Content contained in sponsor advertisements
or information presented to you through the Service
or by advertisers is protected by copyrights, trademarks,
service marks, patents or other proprietary rights and
laws. Except as expressly authorized by Traffic Pull
or advertisers, you agree not to modify, rent, lease,
loan, sell, distribute or create derivative works based
on the Service or the Software, in whole or in part.
Traffic Pull grants you a personal, non-transferable
and non-exclusive right and license to use its Software
through a computer; provided that you do not (and do
not allow any third party to) copy, modify, create a
derivative work from, reverse engineer, reverse assemble
or otherwise attempt to discover any source code, sell,
assign, sublicense, grant a security interest in or
otherwise transfer any right in the Software. You agree
not to modify the Software in any manner or form, nor
to use modified versions of the Software, including
(without limitation) for the purpose of obtaining unauthorized
access to the Service. You agree not to access the Service
by any means other than through the interface that is
provided by Traffic Pull for use in accessing the Service.
back to top
|
|
|
|
| Disclaimer
of warranties |
|
|
|
You expressly understand and agree that: a. Your use
of the service is at your sole risk. The service is
provided on an "as is" and "as available"
basis. Traffic Pull and its subsidiaries, affiliates,
officers, employees, agents, partners and licensors
expressly disclaim all warranties of any kind, whether
express or implied, including, but not limited to the
implied warranties of merchantability, fitness for a
particular purpose and non-infringement. B. Traffic
Pull and its subsidiaries, affiliates, officers, employees,
agents, partners and licensors make no warranty that
(i) the service will meet your requirements; (ii) the
service will be uninterrupted, timely, secure or error-free;
(iii) the results that may be obtained from the use
of the service will be accurate or reliable; (iv) the
quality of any products, services, information or other
material purchased or obtained by you through the service
will meet your expectations; and (v) any errors in the
software will be corrected. C. Any material downloaded
or otherwise obtained through the use of the service
is accessed at your own discretion and risk, and you
will be solely responsible for any damage to your computer
system or loss of data that results from the download
of any such material. D. No advice or information, whether
oral or written, obtained by you from Traffic Pull or
through or from the service shall create any warranty
not expressly stated in the terms of policy.
back to top
|
|
|
|
| Limitation
of liability |
|
|
|
You expressly understand and agree that Traffic Pull
and its subsidiaries, affiliates, officers, employees,
agents, partners and licensors shall not be liable to
you for any direct, indirect, incidental, special, consequential
or exemplary damages, including, but not limited to,
damages for loss of profits, goodwill, use, data or
other intangible losses (even if Traffic Pull has been
advised of the possibility of such damages), resulting
from: (I) the use or the inability to use the service;
(II) the cost of procurement of substitute goods and
services resulting from any goods, data, information
or services purchased or obtained or messages received
or transactions entered into through or from the service;
(III) unauthorized access to or alteration of your transmissions
or data; (IV) statements or conduct of any third party
on the service; or (V) any other matter relating to
the service.
back to top
|
|
|
|
| General
Information |
|
|
|
Entire Agreement: The TOS constitutes the entire agreement
between you and Traffic Pull and governs your use of
the Service, superseding any prior agreements between
you and Traffic Pull with respect to the Service. You
also may be subject to additional terms and conditions
that may apply when you use or purchase certain other
Traffic Pull services, affiliate services, third-party
content or third-party software.
Choice of Law and Forum. The TOS and the relationship
between you and Traffic Pull shall be governed by the
laws of the State of California without regard to its
conflict of law provisions. You and Traffic Pull agree
to submit to the personal and exclusive jurisdiction
of the courts located within the county of Irvine, California.
Waiver and Severability of Terms. The failure of Traffic
PullTraffic Pull to exercise or enforce any right or
provision of the TOS shall not constitute a waiver of
such right or provision. If any provision of the TOS
is found by a court of competent jurisdiction to be
invalid, the parties nevertheless agree that the court
should endeavor to give effect to the parties' intentions
as reflected in the provision, and the other provisions
of the TOS remain in full force and effect.
Statute of Limitations. You agree that regardless of
any statute or law to the contrary, any claim or cause
of action arising out of or related to use of the Service
or the TOS must be filed within one (1) year after such
claim or cause of action arose or be forever barred.
The section titles in the TOS are for convenience only
and have no legal or contractual effect
back to top
|
|
|
|
|
| |
|
