Terms and Conditions

EFFECTIVE DATE: DECEMBER 22, 2014
LAST MODIFIED: JULY 31, 2024
PREVIOUSLY MODIFIED: APRIL 22, 2024; OCTOBER 22, 2023; MAY 5, 2023 & MAY 20, 2020 & MAY 24, 2018

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

1. Definitions

In these Terms and Conditions unless the context otherwise requires:

“Ad Space” means the space contained on the Seller’s website, email newsletters, or other property for Advertisement.

“Ad Serving Platform” means the technological engine owned by TrafficStars that allows Sellers and Buyers to optimize, manage, and distribute ads across a multitude of paid channels.

“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.

“Referral Program” means the program for Sellers which allows each registered Seller to refer entities and individuals to the TrafficStars Ad Serving Platform using Unique Links and other methods for which Seller will be paid a Commission pursuant to these Terms and Conditions.

“Buyer” includes any member of TrafficStars registered as an advertiser who bids on, wins, or buys Ad Space, or any person acting on their behalf with express or implied authority.

“Media Company” means TrafficStars.

“Guidelines” means the Advertising Guidelines and/or the Publishing Guidelines published on the Website of the Media Company: https://trafficstars.com/guidelines.

“Commission” means an amount of money earned pursuant to these Terms and Conditions through Your referrals to the TrafficStars Ad Serving Platform which may be paid out to Seller pursuant to these Terms and Conditions.

“Commission Rate” means our flat rate commission scheme currently amounting to five percent (5%) and it is subject to change at any time and from time to time at our sole discretion.

“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.

“Earnings” means any amount earned by the Seller excluding Commission.

“Member” means any member of TrafficStars registered as Buyer or Seller.

“Payment Floor” means the minimum amount established by TrafficStars and which shall be earned by the Seller during a certain period of time in order for the relevant invoice to be issued and paid to the Seller by TrafficStars. Payment Floor depends on the payment method each Seller selects to use and it is subject to change at any time and from time to time at our sole discretion.

“Referral Seller” means any Seller which creates an account in Ad Serving Platform through the Referral Program by using the Unique Link.

“Seller” means any member of TrafficStars registered as a publisher who creates a listing for the sale of Ad Space or any person acting on their behalf with express or implied authority.

“Site Content” means the content of the website or other property in which the Ad Space appears or is to appear.

“Site Content Page” means website page/s in which the Ad Space appears or is to appear.

“Support Team” means Traffic Stars support managers who a Buyer may contact through live chat or text at support@trafficstars.com for assisting on how to create and easily manage campaigns and/or request refunds. Sellers may also contact support managers to request information in relation to their sites and payouts.

“TrafficStars” means Traffic Stars Ltd.

“Unique Link” means the unique URL Seller will use to refer other Sellers to the TrafficStars Ad Serving Platform which will identify the Seller and the Seller’s account in the Referral Program.

“We” “we”, “Us” “us”, “Our” and “our” means TrafficStars.

“Website” means the TrafficStars website under the domain name www.TrafficStars.com.

“Your” and “you” means any Member and includes anyone acting on their behalf with express or implied authority.

“Other Parties” means any bank and/or payment system and/or governmental organization or any other third party (refers to clause 9).

“ID” means an identification document which is an official governmental document or card or passport that is used to prove a person’s identity and bearing identifying information about and a photograph of the individual whose name appears on it.

In these Terms and Conditions 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 assignees, or if a company, its successors and permitted assignees;
• 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 to bring together buyers and sellers of Ad Space. We are not an auctioneer and are not involved in the actual transactions between Buyers and Sellers. Our services are limited to providing bid-based or flat price buying models enabling Buyers and Sellers to transact between themselves.

3. Membership

You may only list, bid on, or buy Ad Space if you are a member of TrafficStars. 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 & 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 TrafficStars 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 TrafficStars. You must immediately notify us if you receive such a request.

5. Obligations of Buyers

TrafficStars does not allow the 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 Guidelines.

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 Guidelines.

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 TrafficStars. 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 Seller’s 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 and Conditions 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 TrafficStars, the Seller, and the public.

It is the Buyer’s responsibility to satisfy itself with the suitability and appropriateness of the Site Content and the quality of the Ad Space. TrafficStars does not screen and is not responsible for screening or monitoring any material or communications posted by the Seller on either its website or the TrafficStars 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. Buyer’s warranties

The Buyer warrants that:

• It is authorized to publish the Advertisement(s);
• The content of its Advertisement(s):
  • is not unlawful and does not infringe on the rights of any person;
  • will not contain child pornography and/or bestiality;
  • will not violate any law, statute, ordinance, or regulation, or promote illegal activities;
  • will not involve unfair, fraudulent (malwares, viruses), or misleading business practices or unfair competition under state, federal, or national country law;
  • will not involve any tech support iframes, external js, block browsers ads, computer program, file, data stream, or other materials that unlawfully intrude on a consumer’s privacy;
  • will not violate 18 U.S.C. section 2257 et seq. and its regulation which is related to sexually explicit content;
• The advertising provided will use sound and exit pop-ups in accordance with Media Company’s Guidelines found at https://trafficstars.com/guidelines/ and Buyer’s guidelines;
• The advertising provided will not copy or reproduce the Media Company’s site design;
• The advertising provided will not violate the privacy policy (https://trafficstars.com/privacy) and terms and conditions (https://trafficstars.com/terms) of the Media Company;
• The Advertisement is an exclusive property of the Buyer and the Media Company has no rights there save the limited right to use them for marketing purposes;
• 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, to the best of the Buyer’s knowledge, is not false, misleading, obscene, defamatory, hateful, or otherwise illegal.
• The Media Company reserves the right to stop providing services and/or submit immediate legal action against the Buyer and/or withhold Buyers’ remuneration/account balance as a fine based on the damages caused to the Media Company should the Buyer violate any of the above representations and warranties.

7. Obligations of Sellers

As soon as an offer is accepted by a Buyer it is deemed that you have agreed to enter into a legally binding contract with the Buyer. As a Seller, you must complete each and every transaction you make with a Buyer and fulfill all other obligations towards the Buyer unless the transaction is prohibited by law or is contrary to the Guidelines.

By selling Ad Space you agree to be bound by the conditions of sale of such Ad Space unless those conditions of sale are prohibited by law or by the Guidelines.

If you do not fulfill a transaction or fail to comply with its conditions of sale you may become liable to the Buyer and to TrafficStars. Without prejudice to any other rights the Buyer 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.

TrafficStars does not screen and is not responsible for screening or monitoring any material or communications posted by the Seller on either its website or the TrafficStars website. We do not in any way make any warranties or representations regarding the results which the Seller may or may not gain from selling the Ad Space.

8. Seller’s warranties

The Seller warrants that:

• It is authorized to sell the Ad Space;
• It has obtained all necessary permissions or releases (if necessary) to sell the Ad Space;
• The Seller 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 acting in a false, misleading, obscene, defamatory, hateful, or otherwise illegal manner.

The Seller warrants that the traffic provided:

• Will not violate any law, statute, ordinance, or regulation or promotes illegal activities;
• Will not contain child pornography and/or bestiality;
• Will not involve unfair, fraudulent (malwares, viruses), or misleading business practices or unfair competition under state, federal, or national country law;
• Will not involve any computer program, file, data stream, or other materials that unlawfully intrude on a consumer’s privacy;
• Will not violate 18 U.S.C. section 2257 et seq. and its regulation which is related to sexually explicit content;
• Will not violate the TrafficStars guidelines, privacy policy, and terms and conditions found at www.trafficstars.com;
• Will not involve tech support iframes, external js as stated at www.trafficstars.com/guidelines/;
• As a penalty for the breach of any provision of this clause the Buyer shall not be entitled to the payment of any amounts remaining in its credit regardless of any other or further liability incurred by the Seller;
• Will not authorize or encourage any third party to directly or indirectly generate impressions, click-throughs, conversions, and/or other actions (collectively referred to as the “Payable Actions”) with respect to an Ad through any automated, deceptive, fraudulent, or otherwise invalid means, including through repeated manual clicks, the use of “robots” or other automated tools.

9. Disclaimer/exclusion of warranties

We do not and cannot make any representation or warranty as to the accuracy and completeness of any information or content provided on or is accessible via Our website including but not limited to information contained in Sellers’ listings. We do not control or verify any information or content provided to us by Members and therefore we will not accept any and hereby exclude all legal liability for such information or content.

As we are not involved in the actual transaction between Buyers and Sellers we have no control over the appropriateness, effectiveness, quality, safety, or legality of the Ad Space or content posted by the Sellers on the Seller’s 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 with the suitability, quality, and condition of any Ad Space it proposes to purchase and 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 Parties. You acknowledge that we do not confirm, approve, control, endorse, or guarantee any information provided to us by Other Parties by using that information in communications with you.

You acknowledge that the sole purpose of Our 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 buy traffic or Ad Space on Our website are final and not refundable when the traffic 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 traffic or Ad Space.

Buyers can request a refund by contacting our Support Team. Refund requests are subject to review and approval by us, and we reserve the right to deny requests that do not meet the specified criteria or violate our policies. The first six (6) months from the initial deposit on our website will be considered a trial period, during which Buyers may request a refund of the remaining account balance if they are not satisfied with our services and have complied with our Terms and Conditions. During this period, no transfer fees will be deducted from the refund amount. After the six (6) months or once the Buyer makes a second deposit on our website, refunds will be issued provided that the minimum balance on the account is $250 (for WIRE transfers) or $50 for other payment methods. A fee of 10% will be deducted from the refund amount. Buyers and Sellers who are canceled, terminated, or blacklisted by us for violating our Terms and Conditions are not entitled to a refund.

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 Our website or of any Ad Space offered for sale at Our website. We do not make and exclude all warranties to the fullest extent permitted by law that using this service and the Website will not result in the 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

10. Breach by you

We may in Our sole discretion without notice to you make a determination that you have:

• engaged in fraudulent, misleading, or deceptive activity in connection with Our Website;
• breached Our Terms and Conditions, the Guidelines, any of Our policies, or any applicable law;
• participated in conduct that is harmful to the interests of TrafficStars or its directors, employees, related entities, agents, or affiliates.

Then We may with notice to you:

• suspend, terminate, or amend Your membership; and/or
• cancel or amend any of Your listings without refund; and/or
• issue a warning to you and/or refuse to sell or provide Our services to you or withhold part of or the entire Security Deposit mentioned in Clause 16.

TrafficStars reserves the right to block and close any account without any prior notification to you if We suspect and/or there is an indication of fraudulent and/or illegal activity. TrafficStars has the obligation to relocate any remaining funds in Member’s account if and only if the Member or the representative of the Member or the person who created or operates the account on behalf of the Member (in case the Member is a legal entity) provides Us with an ID after being asked by Us to do so. For clarification purposes and for avoidance of any doubt an ID must be a passport or national ID card (Front & Back) clearly indicating Member’s full name, date of birth, photo, issue date & valid expiration date, and MRZ lines if applicable. The name must correspond with the name the Member supplied Us when creating the account.

In addition to that and for identification purposes the Member must provide a photo of himself/herself and such photo must correspond to the photo that appeared in the Member’s ID.

11. Infringing others’ copyright

We cannot and do not investigate and/or control who owns a 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 Our website please contact us at compliance@trafficstars.com.

12. License to use Your marks

You hereby grant us a world-wide, non-exclusive, royalty-free, transferable, and sub-licensable license to use Your names, titles, logos, and trademarks (collectively referred to as “Your Marks”) to advertise, market, promote, and publicize in any manner. However, we shall have no obligation to do so. You represent and warrant that you own or have the necessary licenses, permissions, rights, or consents to use and authorize us to use Your Marks in the manner contemplated herein and that granting us such a license does not (a) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (b) infringe upon any intellectual property right or other proprietary right of any other person or entity.

13. 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 on the Website.

14. Indemnity

Members agree to indemnify and forever hold TrafficStars, 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 the Website or Your or a third party’s breach of these Terms and Conditions, any applicable law, or the rights of a third party.

15. Gateways & credit card providers

You agree to be bound by the policies, charges including chargeback fees, and terms and conditions of any gateway such as PayPal and of any credit card provider(s) you propose to use for accepting or making payment over the Website.

16. Advertising budget

Buyers must prepay their advertising budget through Paxum, credit card, Crypto Capitalist, or wire transfer. You shall pay all charges in U.S. Dollars or in Euro according to the currency set up in Our website. Charges are exclusive of taxes. You are responsible for paying all taxes, government charges, and reasonable expenses and attorney’s fees we incur collecting late amounts. Charges are solely based on TrafficStars Ad Serving Platform measurements unless otherwise agreed in writing. Nothing in these Terms and Conditions or in any Insertion Order (IO) may obligate TrafficStars to do credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to us may be shared with companies who work on Our behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to TrafficStars, and servicing Your account.

The Ad Serving Platform currency is US dollars. In the case of payments in Euros, the exchange rate applied would be equal to the European Central Bank exchange rate for the date of funds reception with one percent margin.

TrafficStars reserves the right at any time and via the execution of a supplementary agreement to request an amount which is to be held as a “security deposit” over and above any other deposits or even charge Buyer’s account in order to guarantee Buyer’s faithful compliance and performance of the Buyer’s duties and obligations. Such security deposit is to be held by TrafficStars throughout the contract period and shall be refunded to the Buyer either in its entirety or after any deductions that TrafficStars might deem necessary if an incident of breach occurs.

17. Referral Program: Unique Links; Referrals; Conditions To Participation

By the time Seller’s first invoice is settled, the Referral Program will be activated and the Unique Link will be available for use by the Seller. For clarification purposes, the invoice will be issued and paid by TrafficStars once the Seller reaches the Payment Floor.

Upon a Seller joining the Referral Program, we will provide you with a Unique Link associated with Your account on TrafficStars Ad Serving Platform. You must use the Unique Link in Your referrals in order for us to be able to credit a referral and any Commissions to you. We are under no obligation to credit you for referrals or Commissions if you fail to properly use Your Unique Links. In order for a referral to be credited to you, a new Seller must create an account with us only through Your Unique Link (a “Referral”). Each Referral must be unique – i.e. we will not credit you for multiple accounts of the same Seller. We will also not credit you for any Referral if we are unable to determine that a Seller actually created a Seller’s account on the Website as a direct result of clicking Your Unique Link.

We will take commercially reasonable steps to provide you with online access to reports that track and review Referrals credited to the Seller’sYour Account which will be available through Yourthe Seller’s account. Such reports will be updated on a regular basis but updates will not be “real-time” and are subject to final recalculations which may take into account non-completed transactions, adjustments for fraud, and other potential changes. The form, content, and frequency of updates of such reports are subject to change at Our discretion. The Seller’s Commissions will be calculated in accordance with the terms hereof and any additional rules indicated in the Seller’s Account. We reserve the right to amend the program rules at any time by posting such amendments. No other notification will be made to the Seller about any amendments. You acknowledge that the Seller’s Your continued participation in the Referral Program following such amendments will constitute the Seller’s acceptance of such amendments regardless of whether the Seller has actually read them. As a condition to participation in the Referral Program, the Seller shall not use any fraudulent or deceptive means of any sort to try to earn Referrals or Commissions.

Additionally, as a condition to participation in the Referral Program, the Seller agrees to all of the following in connection with the Referral Program and/or us and/or in any place in which the Seller promotes Our Website:

a. The Seller shall not incur, undertake or make any representation, warranty, covenant, or agreement on behalf of us.

b. The Seller shall not make available any material that infringes or violates the copyright or other intellectual property rights of any person, including us.

c. The Seller shall abide by all applicable domestic, foreign, and international laws and regulations.

d. The Seller shall not participate in the Referral Program in any way that exposes us to liability of any kind.

e. The Seller shall be solely responsible for all acts and omissions that occur as a result of the Seller’s participation in the Referral Program.

f. The Seller shall not post, link to, or otherwise make available any material that contains software viruses or any computer code, file, or program designed to interrupt, destroy, limit, or monitor the functionality of any computer software or hardware or any telecommunications equipment.

g. The Seller shall not send any e-mails to advertise on behalf of us.

h. The Seller shall not use social media promotions without Our previous consent and pre-approval.

i. The Seller shall not engage in any e-mail traffic campaigns without Our previous consent and pre-approval.

We reserve the right to take appropriate action against the Seller for any unauthorized use of or participation in the Referral Program, including civil, criminal, and injunctive redress, and the termination of the Seller’s Your participation in the Referral Program. Any use of Our computer systems not authorized by these Terms and Conditions is a violation of these Terms and Conditions and certain domestic, foreign, and international laws.

We reserve the right to take appropriate action against the Seller for any unauthorized use of or participation in the Referral Program, including civil, criminal, and injunctive redress, and the termination of Yourthe Seller’s participation in the Referral Program. Any use of Our computer systems not authorized by these Terms and Conditions is a violation of these Terms and Conditions and certain domestic, foreign, and international laws.

18. Referral Program: Commissions and Payments

During the lifetime of a Referral Seller’s account, we shall credit to the respective Seller’s Account as a Commission an amount equal to the Commission Rate of all money actually paid by us to that Referral Seller subject to adjustments herein. For the purposes of example only, if a Seller signs up for an account on Our Website using Your Unique Link and sells Ad Space for $100 and the Commission Rate is 5%, then the Seller’s Account will be credited with $5.00 which will appear in the section Commissions in the Seller’s Account.

Commissions will be paid out according to Our usual business practice except as otherwise limited by these Terms and Conditions. The currency of Our Program is US Dollars. All Commissions can either be paid in US Dollars or Euros depending on the Seller’s preference. Please be aware, however, that additional charges might apply if Commissions are paid in Euros. We may charge the Seller a wire transfer fee for any payments requested to be paid by wire. Fees for such transfers will be available in the Seller’s Account.

If the total Commission from all the Seller’s Referrals in a payment period is less than the Payment Floor, we may hold such total Commission until the payment period after the total amount accrued is at least equal to the Payment Floor. Commissions earned and owned to the Seller’s Account will be paid to the Seller’s scheduled payment if the Payment Floor is reached otherwise Commissions will be added and paid to the Seller’s next invoice provided that the Payment Floor is reached.

In case a Seller is inactive for a period of 1 (one) year meaning that the Seller does not get any invoice paid during the last 12 months from the payment of its last invoice, referral payments, and Referral Program will be terminated.

19. Payments to Sellers

You need to select one of the following payment methods through which TrafficStars will pay the Seller any Earnings and/or Commission: (a) PayPal, (b) Paxum, (c) EUR – European (SEPA), (d) Cosmopay (USD), (e) wire transfer, (f) Bitcoin, (g)USDT (ERC20 and TRC20), or (h) Capitalist. The Seller may change at any time the selected payment method by notifying us in advance. TrafficStars reserves the right to add and/or remove any payment method at any time.

We shall pay the Seller all Earnings and/or Commission in U.S. Dollars or in Euro according to the currency set up in Our Website. Payments are exclusive of taxes. The Seller is responsible for paying all taxes, government charges, and reasonable expenses.

Payments are solely based on TrafficStars Ad Serving Platform measurements unless otherwise agreed in writing. Nothing in these Terms and Conditions may obligate TrafficStars to do credit to any party. The Seller acknowledges and agrees that any credit card and related billing and payment information that the Seller provides to us may be shared with entities who work on Our behalf such as payment processors and/or credit agencies solely for the purposes of checking credit, effecting payment to TrafficStars, and servicing the Seller’s Your Account.

The Ad Serving Platform currency is US dollars. In the case of payments in Euros, the exchange rate applied would be equal to the European Central Bank exchange rate for the date of funds reception with one percent margin.

TrafficStars reserves the right at any time and via the execution of a supplementary agreement to request an amount which is to be held as a “security deposit” over and above any other deposits or even charge Seller’s account in order to guarantee Seller’s faithful compliance and performance of the Seller’s duties and obligations. Such security deposit is to be held by TrafficStars throughout the contract period and shall be refunded to the Seller either in its entirety or after any deductions that TrafficStars might deem necessary if an incident of breach occurs.

We may put a payment on hold on any part or on all of Seller’s Earnings and/or Commission for any reason, including if we have a suspicion or belief that Referrals and/or Commissions and/or Earnings credited to the Seller’s account are fraudulent or derived from illegal activity. We may also deduct from the Seller’s account Commissions earned through fraudulent means. The Seller may dispute a payment hold or deduction by notifying us, although we hold the ultimate discretion on determining the fraudulent and/or illegal nature of any Referrals and/or Commissions and/or Earnings.

If any time (even after termination of Our relationship) a Commission and/or Earnings are paid or owed to the Seller and a subsequent deduction occurs (whether as a result of a refund or a recalculation or a finding of fraud or otherwise) we may set off the amount of the deduction and any related fees from any subsequent payments we owe to the Seller. If there is no subsequent payment owed, we will send to the Seller an invoice for the set-off amount and the Seller shall pay such invoice no later than thirty (30) days following receipt.

Effective from 12th of August 2024, TrafficStars will apply a processing fee reflecting the cost of the transaction processing for all payments made to Sellers. Sellers will be responsible for covering these payment fees, which will be deducted from the Seller’s total earnings prior to payment. Commission fees will be calculated based on the selected payment method and will be deducted automatically from the payments made to the Seller.

Selected payment method	Fee to be deducted
Swift transactions	USD35 / EUR30
Cryptos:
USDT TRC	0.3% + $1.5
BTC	$30

By continuing to use our services, you acknowledge and agree to the deduction of these processing fees as described above.

20. VAT policy

In order to be compliant with European and Cypriot VAT regulations we are required to remit a VAT tax on certain TrafficStars bidding transactions:

• Local VAT rate of country of residence is applied to individuals from EU countries
• Local VAT rate of country of residence is applied to companies from EU countries that cannot provide a valid VAT number
• 19% VAT rate is applied to both Cypriot individuals and Cypriot companies registered as well as not registered for VAT
• 0% reversed charge VAT is applied to companies from EU countries which provide a valid VAT number
• 0% VAT is applied to individuals and companies located outside the EU
• 0% VAT is applied to companies located in the exempt EU territories

21. Self-billing

By acceptance of these Terms and Conditions it shall be deemed that you, hereinafter referred to as the self-billee, and TrafficStars, hereinafter referred to as the self-biller, have entered into the Self-Billing Agreement. You will not issue any sales invoices to TrafficStars from the date of acceptance of these Terms and Conditions. Your invoice will be issued automatically and made available through the Ad Serving Platform. You agree to the terms and to comply with all relevant requirements with respect to self-billing as specified below:

• To accept invoices raised by the self-biller on Your behalf from the date of acceptance of these Terms and Conditions;
• Not to raise sales invoices for the transactions covered by this Self-Billing Agreement;
• To notify the self-biller immediately and update the company and/or personal details on TrafficStars Ad Serving Platform if you:
  • change Your VAT registration number;
  • change Your name, address;
  • cease to be VAT registered; or
  • sell Your business or part of Your business.

All invoices will be raised based on the Ad Serving Platform statistics unless stipulated otherwise in a separate agreement with TrafficStars.

Acceptance of each payment confirms acceptance of each self-billed invoice and constitutes the ongoing nature of this Self-Billing Agreement.

22. Intellectual property

All rights to copyright, trademarks, service marks, and trade dress in Our website, including all content, text, graphics, photos, logos, button icons, images, and audio clips, are either owned by or licensed to us by Our Members or third parties. We and/or Our software suppliers own all software used on the Website.

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

TrafficStars is a Trademark of TrafficStars Ltd. Members may not use this trademark unless expressly authorized by us. All other trademarks, trade names, service marks, and the like that appear on the Website are the property of their respective owners. You may not use any such intellectual property without the respective owner’s express consent.

23. Policies

You must comply with all policies, guidelines, help, and frequently asked questions pages published on Our website. All such policies and pages are incorporated into these Terms and Conditions.

The Media Company reserves its right to request personal data for verification purposes, such as ID and/or Passport details from any Member if there is reasonable suspicion of involvement in fraudulent activity by the respective Member and/or the respective Member is in breach of any of the Warranties indicated in Clause 6 and Clause 8 above.

To process any transaction using a credit card on Your account, you must provide us with a copy of a government-issued photo I.D. and/or Passport, including the front copy of Your credit card showing the last 4 digits, and shall be provided to the Media Company in the manner specified by the Media Company.

24. Compliance with laws

You must comply with all applicable laws (including domestic and international), statutes, ordinances, and regulations in respect of using the Website, viewing its content, and when using Our services. Sellers, it is Your responsibility to investigate whether and what information you may lawfully advertise on Our website.

25. Access to our website

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

• uninterrupted;
• free of defects, viruses, inaccuracies, errors, or other harmful components;
• will meet Your requirements; or
• will operate in configuration or with other hardware or software that you use.

Using Our website is undertaken at Your own risk.

TrafficStars grants you a non-exclusive, non-transferable, revocable limited right and license to access and use Our website solely in order to sell and buy Ad Space in full compliance with these Terms and Conditions. You agree not to download (other than page caching for authorized Members) or modify Our 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 Our website or its contents (other than Advertising);
• any collection or use of any media metrics available on or through Our website, listings, descriptions, or prices;
• any derivative use of Our 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.

Our 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 TrafficStars 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 Our website. Immediately upon termination, you are prohibited from accessing or using Our website. We reserve the right to use any means we deem necessary to prevent unauthorized access to Our website, including but not limited to technological barriers, IP banning, Email banning, and direct contact with Your ISP. If Your account is terminated for Your material breach you must immediately pay Us all fees or other amounts that you owe prior to termination.

For security reasons, if you have not logged into Your TrafficStars account for 3 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 in the account. To re-activate you will need to contact a TrafficStars representative at compliance@trafficstars.com.

26. Force majeure

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

27. Keep copies

We may close Our website at any time in Our absolute discretion and without prior notice. We may delete any files or content which you post or maintain on Our website. We do not undertake to retain copies of any material which we or others may delete from Our website. For this reason, we strongly advise you to keep a copy of any such material.

28. Services from third parties

Any links to services, goods, resources, or information of third parties provided on Our website, whether through third-party advertising or otherwise, are not controlled by TrafficStars. 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.

29. Interference with Our 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; or
• alter or tamper with any information, content, or materials on or associated with Our website.

30. Website content

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

We reserve the right but we are not obliged to monitor content and materials posted on the Seller’s website and to remove, edit, or take any other action to restrict access to any material or content that we or another Seller may consider to be obscene, unlawful, defamatory, invasive of privacy, or otherwise inappropriate or objectionable.

We are not responsible for the actions of Sellers which take place on the Seller’s website. All Sellers acknowledge that Our responding to complaints regarding any material or content posted to the Seller’s website is done only of Our good free will to assist Sellers in having a pleasurable trading experience on the Seller’s website and not because of any duty imposed on us to do so. We exclude all liability for and Sellers 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 Seller’s website or Our response or failure to respond to a complaint.

The Buyer acknowledges and agrees that TrafficStars has no control over any content on any Seller’s website. It is the Buyer’s sole responsibility to determine whether or not such content is appropriate or acceptable to the Buyer and the Buyer assumes all risk and liability in this regard.

The Seller acknowledges and agrees that TrafficStars 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.

31. Other websites

TrafficStars and Sellers may provide links to other websites that 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.

32. Minors

Our services are not available to unsupervised persons under eighteen (18) years or twenty-one (21) years where eighteen (18) years is not the legal age of majority (hereinafter referred to as the “age of majority”).

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

33. Severability

If any provision of these Terms and Conditions or any policy or document found on Our 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 and Conditions and any policy or document on Our website shall be of full force and effect.

34. Assignment

We may assign Our rights to these Terms and Conditions in Our absolute discretion without giving any notice, without prejudice to applicable data protection requirements.

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

35. Data protection

Each Member shall include conspicuously on its website(s) a privacy policy that describes how the respective Member collects, uses, stores, and discloses Seller’s and/or Buyer’s users’ personal data, if any is collected, including without limitation Email addresses, and informs Seller’s and/or Buyer’s users about their rights and instructs them how to opt-in or opt-out of such practices. Seller’s privacy policy shall disclose that third-party advertisers may place cookies on the browsers of visitors to Seller’s website(s).

Each Member 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, in particular but not limited to GDPR requirements when applicable).

36. Waiver

The failure, delay, or omission by us to exercise any power or right conferred upon us by these Terms and Conditions 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 and Conditions.

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

37. Relationship between you and us

No agency, partnership, joint venture, employee-employer, affiliate, or franchisor-franchisee relationship is entered into or created by these Terms and Conditions 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.

38. Notices

Notices under these Terms and Conditions may be given by us electronically by email or by posting notices on Our website. You agree that all communications from us including all agreements, notices, disclosures may be provided by us in such an 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.

39. Survival of terms

All provisions except Your license to access the Website shall survive any termination or expiration of these Terms and Conditions. Buyers’ and Sellers’ contractual obligations made prior to termination survive termination and must be completed.

40. Amendments

We reserve the right to amend these Terms and Conditions 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 “News” section of the Website. Unless specified otherwise, all amendments will be effective seven (7) days after first being notified on the “News”. By continuing to use the website you will be deemed to have agreed to the amended Terms and Conditions or policy.

The Terms and Conditions cannot be individually amended except in writing signed (non-electronically) by TrafficStars and yourself.

41. Entire agreement

These Terms and Conditions, 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.

42. Dispute resolution

These Terms and Conditions shall be governed by and interpreted in accordance with the laws of Cyprus. For any matter related to the interpretation or execution of these Terms and Conditions, 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.