THIS IS A CONTRACT. PLEASE READ THIS AGREEMENT CAREFULLY. BY USE OF THIS WEBSITE OR ITS DIRECTLY OR INDIRECTLY RELATED WEBSITES LISTED BELOW, OR BY CLICKING the "Press This Button to Accept This Offer and Entire Contract" BUTTON, the I HAVE READ AND AGREE TO THE LICENSE/TERMS AND CONDITIONS (OF USE) BUTTON, the "JOIN NOW" BUTTON, OR "I AGREE" BUTTON, OR OTHER SIMILAR BUTTON REQUIRED TO INITIATE THE PROCESS OF BECOMING A MEMBER, ADVERTISER, PUBLISHER, OR OTHER FORM OF PARTICIPANT WITH THIS SITE OR ITS DIRECTLY OR INDIRECTLY RELATED WEBSITES, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT USE THIS SITE OR REGISTER FOR SERVICES OR MAKE ANY PURCHASE FROM THE SITES. UPON NOTIFICATION OF ANY UNDESIRED TRANSACTION, THE SITE OWNER(s) WILL PROMPTLY CANCEL ANY TRANSACTION TO THE BEST OF THEIR ABILITY AND YOU MAY NOT ACCESS OR USE ANY PART OF THE SITES OR THIS SERVICE. EXIT THIS SITE NOW, AND DO NOT RETURN TO THIS SITE, IF YOU DO NOT AGREE TO THE FOLLOWING TERMS AND CONDITIONS COMPLETELY.
This website is, and directly or indirectly related websites (Fidly.net, Fidly.com, TrafficQC.com, TrafficQC.net, Talkbbroad.com, HappyHelp.com and PageRelevant.com) are, owned and operated by:
This agreement is between you and TrafficCentral LLC :
TERMS OF SERVICE AND CONDITIONS (OF USE OF THIS SITE)
"The Sites" - refers to any of Fidly.net, Fidly.com, TrafficQC.com, TrafficQC.net, Talkbbroad.com, HappyHelp.com and PageRelevant.com Internet web sites (the "Sites"or "Site") which provide online search, traffic, and advertising products and services.
"The Services" - refers to non-TrafficCentral services sold by the Sites.
"HRT" - refers to TrafficCentral LLC, a FL Limited Liability Corporation.
"TrafficCentral";"TC" - refers to TrafficCentral LLC, a Florida Limited Liability Company. TC is indirectly related to this site as a technology provider and licensor of various technologies for varied use with restrictions on The Sites.
"The Technology"-refers to the Patent Pending technology which runs the Sites and allows the Sites to provide the TC Services is designed, patented, copyrighted, and trademarked by Douglas L.Ashbaugh ("the Technology") who has granted exclusive marketing rights for the Technology to TrafficCentral
"We"or "Us"-refers to both TrafficCentral and HRT combined.
"TrafficCentral Global Network"or "TrafficCentral Network" -refers to the interconnected global network of search engines, traffic and banner exchanges, each using the Technology licensed exclusively to TrafficCentral for general use and redistribution, or repackaging, with varied substantial restrictions.
"Member of the Network"-includes, but is not limited to, Purchasers of TC Business Opportunities, Purchasers of HRT's Reseller Plans, Participants of HRT's Affiliate Program, Participants in TC Programs, Purchasers of TC Products and/or Services, and Members of the Sites.
"MUTANT" - MUTANT is an acronym for "MUltinode Traffic Architecture and Network for the exchange of internet advertising Traffic". A MUTANT Node is TrafficCentral's brand representation for an exchange architecture it sub-licenses and more specifically TrafficCentral's traffic exchange product line. Each MUTANT Node is a configurable traffic exchange system that may stand-alone during operation, or be connected to other MUTANT nodes in various configurations. Each MUTANT Node is a piece of computer software installed on a single computer and normally operating through a single domainname/URL on the Internet. Herein the MUTANT Node product will be referred to as MUTANT architecture, MUTANT Node(s), MUTANT software, MUTANT product, or simple A/The MUTANT. MUTANT Nodes have various placements or positions in the TrafficCentral Global Network, which are commonly referred to as "levels" or "the level" of the MUTANT Node, relative to TrafficCentral and Other MUTANT Nodes within the Network. The core/central technology and programming that enables a MUTANT Node is licensed exclusively to TrafficCentral LLC and it's subsidiaries for integration, packaging, marketing, distribution, and other functions as part of TrafficCentral's MUTANT Node product line.
"TC Node";"TC Node Owner";"TC Business Opportunities";"Business Opportunities";"Search Exchange";"Search Exchange Node" - refer to the "nodes" described within paragraph 1(a) under "Structure of Network", below; each "Node"is sold and licensed by TrafficCentral, even if monies for a "node"license are collected by HRT.
"TC Resellers"- those individuals or entities who purchase a license directly from, and enter into a Licensing Agreement and an Independent Contractor Agreement directly with, TrafficCentral.
"TC Programs"-refers to the TrafficCentral programs, including, but not limited to, search engine oriented presentation of websites or ads, MoodSmart®, PaidToWarp, WarpBots, GeneriBot, HumanPump, BonusBank, BonusBox, MultiVision, NavFramer, NavCaster™, and others (each is a licensed trademark of TrafficCentral or its agent and is also part of the Technology).
"TC Products"-refers to any products, services, or licenses, originally developed by or for TrafficCentral, which are offered by HRT on or at the Sites, on or at HRT 's Reseller's sites, or on or at any of HRT 's Affiliate's links, and which may include, but are not limited to, NavScreentraffic, banner impressions, WarpBots, reseller licenses, TC Node licenses, TrafficSoldier I/Traffic Soldier II templates, or integration services.
"TC Services" - refers to various integration, consulting, hosting, domain registration, or other professional services rendered and/or offered by HRT on the Sites, through HRT's Reseller's sites, or through HRT's Affiliate's links.
"Products";"HRT Products"-refers to any products offered by HRT that are not defined herein as "TC Products"which are payable through the "Store"on the Sites, on any HRT Reseller's Sites, or on through any HRT Affiliate's links, specifically excluding (but not limited to), search engine advertising, traffic, banner impressions, reseller licenses, TC Node licenses, TrafficSoldier templates, or integration services.
"Opportunities";"HRT 's Reseller(s)";"HRT 's Affiliate(s)";"HRT's Opportunities";-refers to HRT's licensed reseller Plans, and HRT's Affiliate Program any or each of which may be subject to additional Terms and Conditions and/or Contract Documents.
"TrafficSoldier" -refers to a licensed software product which is a website template known as TrafficSoldier. The intent of TrafficSoldier website template is to enable a distributed Internet based reseller program for the Sites. The TrafficSoldier comes in a variety of versions with varying visual and functional features. Specifically, but not limited to, versions I and II of TrafficSoldier: TrafficSoldier I is NOT affiliate program enabled/activated, and TrafficSoldier II and above ARE generally affiliate enabled/activated. These websites are used generally as part of the Sites' reseller program as e-commerce storefronts where purchases may be made through the Sites. The TrafficSoldier licensed products are part of the Products that may be licensed to Resellers for use by Resellers in their endeavor to resell HRT or TrafficCentral related products and services. The TrafficSolder product is offered for resale by special agreement between HRT and TC. Purchases of TrafficSoldier may be enacted directly through the Sites.
"Traffic" - refers to the Products, Services, or Programs provided by or enacted through the Technology used by the Sites that result in a human being seeing a website.
"Customer Profile";"Customer Back Office";"Membership Data";"Account Profile"-refers to the information provided by any Affiliate, Reseller, Member, User, Participant, or Purchaser at the "Join/Setup Profile"page of the Sites.
"Member"-refers to any individual or entity participating in the banner exchange and/or traffic exchange, or any other Programs, offered by HRT, HRT 's Resellers, and HRT's Affiliates.
"User"-refers to any individual or entity using the Sites, any of HRT 's Reseller's sites, or any of HRT 's Affiliate's links.
"Participant"-refers to any individual or entity participating in any TC Programs offered by HRT or its Resellers or Affiliates.
"Purchaser"-refers to any individual or entity making a purchase from the Sites, from HRT 's Reseller's sites, or from or through any of HRT 's Affiliate's links, no matter what product or license the individual or entity is purchasing (including, but not limited to, those individuals or entities purchasing traffic, banner impressions, reseller licenses, TC Node licenses, TrafficSoldier licenses, or integration or other professional or consulting services).
"You";"Your"-refers to any person or entity accessing the Sites via the World Wide Web (including, but not limited to, Members, Users, Participants, or Purchasers, as defined herein) each of whom are subject to the terms of this Agreement.
"Website(s)"-refers to the website(s), webpage(s), or doorway page(s) of any Member, Participant, Purchaser, or User, which are included in the person or entity's Customer Profile, or which impact the TrafficCentral Network in any way.
"This Agreement"- refers to this License of use and its related Terms and Conditions
End User License
This License Agreement is by and between HRT and the individual or entity accessing and/or using the Sites via the World Wide Web ("You"). HRT grants to You a non-exclusive, non-transferable, personal, limited right of Electronic Access to the Sites, according to the terms and conditions of this Agreement. You are solely responsible for installing and maintaining the equipment and any other software or programming necessary for Electronic Access. You may use the Sites, become a Member of the Sites, participate in the TC Programs provided by the Sites, purchase and/or participate in the Services or the TC Services provided by the Sites, and/or participate in and/or purchase the TC Business Opportunities and/or the Opportunities, subject to your compliance with the Terms and Conditions set forth herein.
TERMS AND CONDITIONS
These Terms and Conditions are designed to protect HRT, TrafficCentral, the Sites, the Technology, and others from illegal, malicious, damaging and inappropriate behavior by anyone using or purchasing the Services or TC Services from the Sites, or participating in any TC Program, TC Business Opportunities or Opportunities, or any other programs that may be offered by the Sites.Access of, use of, participation in, or purchase of, any of the Services, TC Services, TC Programs, TC Products, TC Business Opportunities, or Opportunities from the Sites, constitutes your acceptance of, and agreement to, this Agreement.
Contact Information. There may or may not be actual email addresses provided in this document related to various contact points or persons.The email addresses are purposefully malformed or encrypted by various means to prevent the spidering or scraping of such information by Internet related computer programs called spiders or webbots.This is to directly deflect and eliminate any inappropriate and unsolicited email (commonly known as SPAM) and is futher described herein, being sent to our email systems and computers.As such, as the reader of this Agreement, and as a participant in our service and the TC Network of sites, you understand that contact information will be prominently provided on the websites that are originating this and other related documents, and you should visit and view the websites, in any event, to obtain updated contact information.Should all direct research or usage attempts fail regarding the discovery of the specific information of who to contact, you may always contact legal counsel at TrafficCentral or the President of TrafficCentral.Both of their email addresses and telephone numbers will be prominently displayed on TrafficCentral's http://www.trafficcentral.net and/or http://trafficcentral.com website(s).The remainder of this document may contain malformed email addresses shaped in this nature, 'user (at) domainname' whereby if presented in this manner, you may substitute the ' (at) ' with an '@' symbol and remove any spaces to form a proper email address to transmit to.In that case, you will likely receive only an email from an autoresponder with the latest real address for each contact attempted.This is because the emails in our system are changed regularly and completely to avoid offending SPAM.In order to discover the current email address for TrafficCentral legal counsel, you may send an email to 'legal (at) trafficcentral.net' after applying the above substitution.You will have to receive and read the email sent by the associated autoresponder to obtain the proper email address to direct inquiries, reports, or other content to.This same process and indirect approach to email address provision may be invoked throughout the entire TrafficCentral Network as described below.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING, USING, OR PURCHASING FROM THE SITES. BY ACCESSING OR USING THE SITES, YOU AGREE TO BE BOUND BY THIS LICENSE AND THE TERMS AND CONDITIONS SET FORTH BELOW.IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS, USE, OR PURCHASE FROM THE SITE.
HRT OR TC MAY MODIFY THIS AGREEMENT AT ANY TIME, WITHOUT NOTICE TO YOU.SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON THE SITES.YOU AGREE TO REVIEW THIS AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS TO, USE OF, OR PURCHASE FROM THE SITES SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.
NOTICE: Product names used herein are subject to change in the event of any conflict of trademarks or servicemarks. In the event that a product name changes, any license then in effect for that product remains unchanged and in full force and effect, with the exception of the change in the name of the product licensed.
1. The Structure of the TrafficCentral Global Network.
TrafficCentral LLC is a Florida Limited Liability company.TrafficCentral's products, services, and business opportunities are sold not only by TrafficCentral but also through a Network of Independently Owned Companies and/or Individuals, including HRT, who are neither employees of, nor have any ownership rights in, TrafficCentral.Each member of the Network acts in the capacity of an Independent Contractor and has no authority to enter into any binding agreements or transactions on behalf of TrafficCentral except when doing so under a Strategic Business and Marketing Alliance Agreement ("Strategic Alliance").Neither HRT nor TrafficCentral assume any liability whatsoever for the actions of any member of the Network and each member of the Network agrees to hold HRT and/or TrafficCentral harmless and indemnify HRT and/or TrafficCentral from the actions of the Member of the Network.HRT's and TrafficCentral's sole responsibility is to provide TC Services and TC Programs to the Members of the Network as detailed in this Agreement and in other licenses and documents which can be found elsewhere on the Sites. However, nothing contained herein requires either HRT or TrafficCentral to continuously provide any products or services whatsoever, at any date in the future.Further, nothing contained in this Agreement shall prohibit either HRT or TrafficCentral from assigning any rights or duties they may respectively have under this, or any other Agreement, to a third party, not originally a party to this Agreement, and this Agreement will continue to have full force and affect in the event that either HRT or TrafficCentral assigns their respective rights or duties in this Agreement. There are also supplemental Service Sites, of which this site may be one, that may not be traffic exchange nodes, and are subject to the terms and conditions herein, where withstanding.
The Network consists of the following:
a. Node Owners. Each Node Owner must enter into a Licensing Agreement, an Independent Contractor Agreement, Strategic Business and Marketing Alliance Agreement, a Non-Disclosure Agreement, and other miscellaneous contract documents with TrafficCentral (collectively referred to as TC Nodes or TC Node Owners).TC Nodes are owned and operated by independent business owners, but the Technology used in providing Members, Participants, and Purchasers with TC Services, TC Programs, and TC Products is licensed exclusively to TrafficCentral for marketing purposes. Furthermore, TC Nodes may have additional products and services which are not provided by TrafficCentral and these products are labeled as such.
There is a specific hierarchy of TC Nodes, some are published (listed in a directory index) in one or more Nodes and some are not published. While TrafficCentral may vary the list of TC Business Opportunities over time, the current list of products included as a TC Business Opportunity are as follows:
- Universal Protector Node (see discussion of UniversalProtector Node herein) -- not for resale
- Node Population Expansion Pack(s)
- Continental Divide Nodes
- Presidential Nodes
- Ambassador Nodes
- StateHouse Nodes
- CountyLimits Nodes
- CityLights Nodes
- Township Nodes
- Country Club Nodes
- Personal / Personal Trainer Nodes -- non-published and not for general commerce -- for training purposes
There is a specific explanation of the capabilities and limitations of each TC Node and the interaction of TC Nodes available through a presentation by clicking here.To learn more about owning a TC Node, click here. TC Node Owners are generally prohibited from publicizing, in any way or manner, their position within the TrafficCentral Network, other than to say that they are a "TrafficCentral Certified Node". An exception to this begins with the third generation of TrafficCentral technology, referred as MUTANT III technology, whereby the nodes are at times listed in a central directory controlled by TC by geographic region. In this case, TC Node Owners are allowed to leverage their position in the directory index for advertising purposes as generally described by town, city, county, state, region, or the appropriate equivalent category for their node. TC Node Owners agree that they will never disclose to any party other than the TC Node from which they purchased the TC Business Opportunity (the "Sponsoring Node") or to TrafficCentral the actual license purchased or the amount they paid for such license. This is meant to foster the spirit of competition and free enterprise among the TC Nodes and provide all TC Nodes with the same opportunities to obtain Members, Customers, Participants, Purchasers, Resellers, and Affiliates. Another reason sponsoring node information is not discussed, is competitors may be able to derive detailed network topology information which may be damaging to the entire Global Network. In addition, implications of any network topology are irrelevant as it may be rearranged or change at anytime based on the needs of the overall network or segments thereof as determined by TrafficCentral.
Both Federal and State Law require that the seller of a Business Opportunity make a Business Opportunity Disclosure available to a prospective purchaser. TrafficCentral has filed a Business Opportunity Disclosure with the State of Florida and also makes it available here to prospective purchasers of Nodes. The price of each TC Node is set by TrafficCentral. No Node Owner may offer a TC Node for sale at a price other than that is set by TrafficCentral unless TrafficCentral has announced a global promotion or made a global pricing change. In the event that a Node Owner fails to charge the price set by TrafficCentral for a Node, that Node Owner is responsible to TrafficCentral for the entire price of the Node. (NOTE: The only exception to this is in the case of erroneous data or prices as described in paragraph 4(t)).
Any Node in the TrafficCentral Network, any Reseller and/or any Affiliate Link within the TrafficCentral Network may display the number of hosts served, the aggregate number of websites/webpages served, and the aggregate number of visits that the TrafficCentral Network has enabled. This information, if displayed, is aggregate information of all Nodes within the TrafficCentral Network, not the information for any given Node. No Node Owner, Reseller, or Affiliate may display this information for a single Node or single site within the TrafficCentral Network.
Each TC Node will collect payment for the sale of any TC Nodes sold through that Node's System Administration, whether sold by that TC Node Owner (including HRT), that TC Node Owner's Reseller, that TC Node Owner's Affiliate, or that TC Node Owner's Reseller's Affiliate.However, that TC Node Owner collecting payment for the sale is neither the seller nor the licensor of the Business Opportunity. Rather, any TC Business Opportunity will ultimately be sold and licensed to the TC Node Owner's customer directly by TrafficCentral, through a Strategic Alliance Agreement with that TC Node Owner collecting the payment.Under the Strategic Alliance, the Node Owner is responsible for conveying proper payment for the related TC Business Opportunity to TrafficCentral.(This procedure is referred to as the "Business Opportunity Pass-Through Payment".) Therefore, for sales of TC Business Opportunities made by any Node Owner, Reseller, or Affiliate in the TrafficCentral Network, the ultimate seller and licensor of the TC Business Opportunity is TrafficCentral and not the TC Node Owner collecting the payment(s) on TrafficCentral's behalf.
TC Nodes only have authority to bind TrafficCentral and other Node Owners in certain contracts or other legally binding agreements or arrangements specifically described under the Strategic Alliance Agreement entered into between the TC Node and TrafficCentral. If the TC Node Owner has not entered into such a Strategic Alliance Agreement with TrafficCentral, it may not make available on its sites, its Resellers' Sites, or its Affiliates' Links, any TC Business Opportunity. The TC Node's sole authority in that case is to maintain and monitor their own TC Node, monitor the lower level nodes strategically located beneath them in the Network, conduct specific audits on any Nodes they sponsor, and provide TC Products, TC Services, and TC Programs, at prices set by the TC Node, but in no event at prices lower than limits set by TrafficCentral for TC Nodes.
The sale of any TC Product, TC Service, TC Business Opportunity, TrafficSoldier license, reseller license, and/or any other product for which the TrafficCentral MUTANT Node technology is used, is subject to a monthly royalty based on the gross sales of any product for which a sale is processed through a TC Node, which must be paid by each TC Node Owner to TC not later than the 5th of the month for all sales made in the prior calendar month.
In general, TC Nodes work as a part of the TrafficCentral Network in providing the Technology to their own Members, Participants, Purchasers, Resellers, and Affiliates.As part of this Network, TC Nodes are held to high standards of operating ethics for the production of the world's highest quality website traffic and banner advertising.TrafficCentral does not allow TC Nodes to fabricate traffic by repetitive automated means, commonly known as AutoSurf. TrafficCentral defines AutoSurf as stated in paragraph 4(f)(iii) below governing Prohibited Activites and strictly prohibits use of AutoSurf methods within the TrafficCentral Network of Nodes and Participants.
If a human being is not responsible for the viewing of the TrafficCentral Network's Participant's website(s) by some direct human initiated means, our Network of Nodes and systems will strive to filter out the AutoSurf traffic, discard it, and do all that is possible to not count it as a visitor relative to a Member or Purchaser account.TrafficCentral, HRT and all other TC Nodes will filter and test via sampling of all traffic entering into or affecting the TrafficCentral Network (including but not limited to that traffic produced by TC Nodes and/or wholesale traffic sourced or purchased by TrafficCentral or the TC Node Owner for use in the TC Node) to ensure that it exhibits the proper characteristics with a focus on not allowing AutoSurf involvement or indirect AutoSurf interaction and that meets other high standards as outlined or adjusted over time by TrafficCentral.
The no-AutoSurf policy is part of the basis for the TrafficCentral Business Philosophy. To allow Users, Members, Participants, Affiliates, Resellers, or Node Owners within the TrafficCentral Network to better understand the Network they are interacting with, TrafficCentral publishes its Business Philosophy and the TrafficCentral Business Philosophy is also considered a part of this Agreement. By participating in the TrafficCentral Network in any capacity or role, You agree to act in accordance with this Business Philosophy as if it were set forth in whole herein.
At it's sole discretion, TrafficCentral may choose to assist any or all TC Node Owners during their first 90 days in operation to become a producing Node.Some ways in which TrafficCentral might assist a TC Node Owner are:by placing Resellers under the Node*;by providing wholesale traffic to the Node;and by potentially adding producing websites to the Node;again, all at TrafficCentral's discretion.Some of these potential methods of assistance which TrafficCentral might choose to provide may cost TrafficCentral money to obtain or institute.Therefore, it is at TrafficCentral's sole discretion, based on the availability and cost of these items, whether to make them available to any or all TC Node Owners. You agree that making any of these measures of assistance available to any individual TC Node Owner, does not in any way imply nor obligate TrafficCentral to provide the same to other TC Nodes.
(*NOTE:Any Reseller that TrafficCentral places under a Node would originally have been an Independent Contractor of TrafficCentral, and not of any other TC Node Owner. TrafficCentral will not move Resellers from one TC Node to another unless the Reseller is an employee, or contractor hired for such purpose, of TrafficCentral or through other provisions specified in this, or in any other, Agreement. Nothing herein prohibits TrafficCentral from transferring any license or agreement it may have with a TrafficCentral Reseller to any TC Node Owner in the TrafficCentral Network and any such transfer does not affect the validity, term, or enforceability of any affected Reseller license.)
Constructive Domain Topology. The technology which runs each node in the TrafficCentral Network requires that Node Owners maintain a minimum of two (2) domain names. These will usually be related but have different extensions (i.e.TrafficCentral.net used as the main node and TrafficCentral.com used as a platform for marketing TC Business Opportunities). It is recommended that Node Owners consider using a minimum of three (3) domain names with the third being the location from which the Node Owner sells its products (the Node Owner's storefront). This recommendation is made to protect the Node from any problems which may arise if an individual causes a node to be shut down by a hosting company due to SPAM, or for any other hosting related problems. At all times, TC Node Owners agree to publicize each domain name which is part of its node and to include each domain name in the Terms and Conditions of its node. In addition to this domain name based topology, instructions for configuring the DNS (domain name service) settings for each domain's nameserver IP addresses may be provided by TC at a later date and Node Owners agree to abide by the instructions as part of this Constructive Domain Topology. This provision applies even if hosting is not provided by TC.
UniversalProtector Node. The UniversalProtector Node of the TrafficCentral Network is responsible for monitoring of the TrafficCentral Network and providing other protective services. UniversalProtector is currently under development and not all functions that are planned and noted may be fully functional during Business Development Phase (see paragraph 11 below). All TC Node Owners, including HRT, agree to provide the UniversalProtector Node with the following documentation and data on an ongoing basis, throughout the term of their Node license:
- Automatic and manual order records
- Automatic Contract Notifications and Records
- Traffic Samples as defined elsewhere in this Agreement
- All legally required identification records and taxation records (including, but not limited to, Identification and W-9 forms) for any Payees of the Node (including PaidToWarp Participants, Affiliates, and Resellers)*
- Reporting of problem websites, Participants, Affiliates, Resellers, and Node Operators for insertion into the Public Reporting Database at TrafficCentral's discretion
- Estimates of Traffic usage for above normal requirements (i.e.for traffic needed to fulfill larger orders)
- "Fraffic"Alerts (i.e.notification of those members whose accounts have been suspended for violating the no-AutoSurf policy contained herein
- Competitive Problems
- Backups of databases- To ensure and protect the operation of a TC Node and the TC Network, TC Node Owners must periodically and regularly send, via email or other designated transfer methodology as specified and determined solely by TrafficCentral, a backup of their entire Node database to an assigned email address or transfer recipient, and must do so on at least a once per month basis.In particular, in the event that the database becomes too large to send via email to the email address configured into the Node by TrafficCentral, Node Owners agree to work completely and for free with TrafficCentral technical staff to participate in delivery of the database by some other form(s) of electronic transmission or recording of the database backups that may include, but not be limited to, FTP transfer, or in any case the physical construction or burning of a CDR or CDRW (CDs) media that will be physically mailed to a designee identified by TrafficCentral.The software and hardware required to construct CDs will be provided by the Node Owner at the Node Owners expense.
Any and all persons subject to the Terms of this Agreement consent to the sharing of their own personal information between HRT and UniversalProtector and/or TrafficCentral.
*NOTE: THE TECHNOLOGY USED TO RUN THE TC NODES INCORPORATES A UTILITY THAT AUTOMATICALLY CALCULATES THE AMOUNT OF INCOME TAX TO WITHHOLD FOR FOREIGN RESELLERS, AFFILIATES AND PAID TO WARP PARTICIPANTS. EACH TC NODE OWNER IS RESPONSIBLE FOR UTILIZING THIS UTILITY PRIOR TO PAYMENT OF ANY COMMISSIONS OR PAID TO WARP EARNINGS. EACH TC NODE OWNER IS ALSO RESPONSIBLE FOR REMITTING ANY TAXES WITHHELD TO THE INTERNAL REVENUE SERVICE IF THE TC NODE OWNER IS SUBJECT TO THEIR JURISDICTION.
Peer to Peer Traffic Sharing. The configuration of traffic sharing among nodes is customizable by the various Node Owners involved in the TrafficCentral Network.In general, approximately 1% of the traffic from a Node is shared with each of the interacting Nodes.However, this amount is adjustable by the Node Owners if the Node Owners at each end point of any traffic path agree on exchanging a different volume of data. By participating in any Node in the TrafficCentral Network, you agree and consent to the showing of your advertisement on or by any other Node in the TrafficCentral Network.
The Nodes may be enabled for peer to peer traffic sharing. As such, it is the duty of both TC Node Owners involved in peer to peer traffic sharing to configure the nodes as prescribed explicitly by TrafficCentral or designated persons. TrafficCentral must approve the configuration of all peer to peer traffic sharing.This is critical to both the monitoring of the data by UniversalProtector Node and to the reporting of data to the public by TrafficCentral and/or UniversalProtector. In addition, secret codes or other confidential security data relative to all traffic channels is considered highly confidential.No Node Owner may release any code or confidential security data to any other party whatsoever without the written approval of both TrafficCentral and its legal counsel. Violation either of these requirements by any TC Node Owner who exposes another nodes' secret codes or other security information will be punished to the fullest extent of the law and the violating TC Node Owner is liable for any and all actual damages as well as liquidated damages in the sum of $100, 000 USD per Node impacted.
b) Resellers. Any person or entity who purchases a license to resell products from HRT , from any HRT Reseller, or from or through any HRT Affiliate link, is known as a "HRT Reseller". Each HRT Reseller agrees to comply with this Agreement as well as any other contracts it has entered into with either TrafficCentral and/or HRT. Each HRT Reseller is an Independent Contractor and as such, has no authority to bind TrafficCentral, HRT, or any other TC Node Owner in any contract or other legally binding agreement or arrangement.The HRT Reseller's sole authority is to sell TC Produtcs, Products, TC Services, Services, Business Opportunities, or TC Business Opportunities at prices pre-set or dictated by HRT , as listed on the Sites. For current information regarding prices and allowable discounts of a product that HRT Resellers may offer, click here. In some cases, there are limitations on the maximum commission per saleable item that may be lower than the general commissions rates published and Resellers should carefully review the HRT 's Commission Schedule to fully understand which products and or services may have such restrictions applied.
Each HRT Reseller is paid a commission by HRT for all sales made through the Reseller's ID. Commissions are payable by HRT when the amount reaches the minimum commission for payout which can be found on the Sites' Ratios & Bonuses page. After the minimum commission amount is achieved, commissions are paid on the 16th for commissions earned from the 1st through the 15th of the month and on the 1st of the month for commissions earned from the 16th through the last day of the month.In compliance with the United States Patriot Act, HRT requires each HRT Reseller to complete an identification form before the Reseller may receive any commissions whatsoever.
There are various levels of resellers:Iron, Copper, Bronze, Silver, Gold, Platinum, and Diamond.These levels establish, the relative amount of commission earned by the HRT Reseller, the types of TC Services sellable by the Reseller, the selection of TC programs sellable by the Reseller, the TC Business Opportunities sellable by the Reseller, the services provided by HRT to the Reseller, the Affiliate relationships the Reseller may establish, and other products or services which the Reseller may receive as part of its Licensing Agreement with HRT .
All Resellers within the TrafficCentral Network, whether a Reseller of HRT or of another node, are prohibited from publicizing, in any way or manner, their position within the TrafficCentral Network, other than to say that they are a "HRT Certified Reseller".HRT Resellers agree that they will never disclose to any party other than HRT or TrafficCentral the actual license purchased or the amount they paid for such license.This is meant to foster the spirit of competition and free enterprise among the Resellers within the TrafficCentral Network and provides all Resellers with the same opportunities to obtain Members, Customers, Participants, Purchasers, Resellers, and Affiliates.
The Reseller Software Licensing Agreement and Independent Contractor Agreement is contained elsewhere on the Sites and is required of each HRT Reseller.Anyone interested in learning more about the reseller plans available through HRT, click here.Any person interested in purchasing a reseller license can click here.
c) Affiliates. TrafficCentral has established a two-tier Affiliate Program for the sale of TC Products, TC Services, and Opportunities and a one-tier affiliate program for TC Business Opportunities.This means that TC Node Owners may elect to have an affiliate program enabled on their TC Node and in their reseller stores.If HRT has an Affiliate Program in place, you may learn more about the program and commission levels on the Sites. If an Affiliate Program is allowed by HRT, the Terms of this paragraph (and this Agreement) apply to any HRT Affiliate.
HRT Affiliates are required to comply with this Agreement and to enter into an Affiliate Agreement with HRT. HRT Affiliates are Independent Contractors. HRT Affiliates may sell Products, TC Products, TC Services, Services, Opportunities, and TC Business Opportunities through an affiliate URL which they may receive free of charge when they register as an HRT Affiliate. Like HRT Resellers, HRT Affiliates receive a pre-established commission from HRT, for the sale of any TC products, TC Services, TC Business Opportunities, Opportunities, or other non-TrafficCentral products or services made available by HRT. In some cases, there are limitations on the maximum commission per saleable item that may be lower than the general commissions rates published and Affiliates should carefully review the HRT 's Commission Schedule to fully understand which products and or services may have such restrictions applied.
HRT Affiliates may also sponsor other affiliates.When they do so, they receive a commission made on sales made by their sponsored affiliates, as further outlined in the Commission Schedule (this does not apply to the sale of TC Node Licenses which are only commissionable on a single level, if at all). In this case, the sponsoring HRT Affiliate is earning the commission for the training and leadership of the sponsored affiliate.To learn more about becoming an Affiliate of HRT, click here.
d) Members of the HRT Traffic Exchange and/or the HRT Banner Exchange. The Technology allows HRT to provide a FREE and/or Paid for Traffic Exchange and a FREE and/or Paid for Banner Exchange.You may join either Exchange by clicking here.By joining either the Traffic Exchange and/or the Banner Exchange you agree to comply with the Terms of this Agreement, the TrafficCentral Business Philosophy, and accept the guidelines related to Traffic Exchange/Banner Exchange Priority Levels.
e) Members of TC Programs, including but not limited to, the PaidToWarpProgram;WarpBots; GeneriBot;HumanPump;BonusBank;BonusBox; Search Box; MoodSmart; and others. Each of these TC Programs have specific guidelines and ratios for earning credits or money. You may find more information about these TC Programs at the Sites' Ratios & Bonuses Page and which you agree to for each TC Program offered by HRT that you choose to join or participate in.You understand that it is possible that the details of, or availability of, these Programs may vary over time.Specifically, You understand that new Programs may be introduced, existing Programs may be terminated, and that provisions of each Program may vary as determined by HRT or by TrafficCentral.In addition You understand that the TC Programs may change or be modified on a per Node basis at the discretion of each Node Owner, TrafficCentral, or to accommodate local laws, federal laws, and/or to accommodate or support other regulatory or monitoring bodies or organizations.
General Rules, Terms, and Conditions
2. GRANT OF LICENSE;ACCEPTABLE USE.
HRT and/or TrafficCentral retain all of their respective rights in the Sites and in the Technology, including (without limitation) all copyright, patent, trademark, trade secret and other proprietary rights worldwide in all media that either holds.You may not use the Sites except as expressly permitted under this Agreement and under U.S.copyright, patent, trademark, and trade secret laws.Any routine and/or systematic redistribution of any portion of the products licensed herein is expressly prohibited.
a.End users who are duly authorized may access the Sites for individual use in accordance with the terms of paragraph 4 herein, and must abide by all of the terms of this Agreement.
b.The rights granted here are an expansion of the rights granted under the Copyright Act and do not include any rights to reproduce, in its entirety, or any portion, the Sites or materials contained therein.No part of the Sites may be duplicated in any medium or format beyond the express terms of this Agreement. Any use not authorized by this Agreement is prohibited and is not a fair use under the U.S.copyright law.
c.The Sites incorporate the Technology licensed to HRT by TrafficCentral. The Technology is a proprietary product of TrafficCentral, which has made its software available under license to HRT.Use of the Technology is subject to all terms and conditions in this Agreement.
d.You acknowledge that the Sites and the Technology (and the licensed materials contained therein) are highly proprietary in nature and that unauthorized copying, transfer or use may cause HRT , TrafficCentral, and/or HRT 's and/or TrafficCentral's suppliers, irreparable injury that cannot be adequately compensated for by means of monetary damages.You agree that any breach of this Agreement by You, or by any member, participant, purchaser, or end-user, may be enforced by HRT and/or TrafficCentral, by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.
e.You agree that any supplier of any portion of the licensed materials (including, but not limited to, TrafficCentral) may enforce its rights against You, even though that supplier is not a party to this Agreement.
f. Any software that is made available for download of installation from the Sites ("Software") (and not from a third party, other than TrafficCentral), is protected by copyright and may be protected by other rights. The use of such Software is governed by the terms of the software license agreement or designated "Legal Notice"accompanying such software ("License Agreement"). The downloading of such software is conditioned upon your agreement to be bound by the terms of this and the License Agreement.
3. RESTRICTIONS OF LICENSE.
a.You may not and You may not permit others to:reproduce, publish, distribute, sell, or otherwise access or use any material retrieved from or contained on the Sites in any manner whatsoever that may infringe any copyright or proprietary interest of HRT or TrafficCentral;distribute the information contained in the Sites to other users not duly authorized to access the Sites;distribute, rent, sublicense, lease, transfer or assign the Sites or this Agreement;decompile, disassemble, or otherwise reverse-engineer the Sites, the webpages, any part of the TrafficCentral Network, or any software contained therein, or alter, translate, modify, or adapt any of these to create derivative works.Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law. Requesting any programmer or service to provide you with a copy of the Sites, TrafficCentral, any part of the TrafficCentral Network, and/or any software contained therein is a violation of this Agreement as well as the copyrights and Patents or Patents Pending on the Sites and/or any software contained therein and may be a violation of criminal as well as civil law for which HRT and/or TrafficCentral will prosecute You to the fullest extent of the law.
b.You are expressly prohibited from placing or installing any portion of the Sites on any electronic media, including, but not limited to, local or wide area networks, timesharing services, multiple processing units, multiple site arrangements, service or software rental bureaus, list servers, online services, electronic bulletin boards or forums, World Wide Web sites or any other server that is Internet-enabled, without written authorization by HRT and/or TrafficCentral.
c.If You breach any provision of this Agreement, HRT and/or TrafficCentral may immediately terminate this Agreement and all licenses granted hereunder without prior notice and in addition to any other available rights and remedies.
4. Use of the Sites/Services.
b) Purchasing Advertiser/Member. If you have ordered any form of visitor traffic or banner impression advertising, you must set up your site profile by clicking here or by clicking the "Join or Setup Profile"hyperlink at the Sites so that we may have a basis to know how to fill your order.HRT may give you a certain number Visitor Credits and/or banner credits just for setting up your site profile (see the Ratios & Bonuses Page of the Sites).If you fail to set up your Profile, HRT will be unable to fill your order.You must set up your profile within ten (10) days of the date of your order or we reserve the right to cancel your order without providing any refund to you. We must know how to fill the order (i.e.where to send the visitor traffic or banners and/or the location of your banner ad and the URL that your banner links to).You are responsible for ensuring that accurate information is maintained in your Profile at all times and that the information is relatively stable in nature. Erroneous information within, or inappropriate frequency of changes to, your account profile may result in indefinite delays in any TC Service or the termination of your Membership or right to use any or all TC Services or TC Programs provided by the Sites and/or any other sites within the TrafficCentral Network.
c) Producing Advertiser/Member. All users of the Sites are encouraged to become participating members in the production of quality visitor traffic by addiing all of the HRT advertising, traffic exchange and traffic generation scripts including but not limited to Visitor Multiplier Code ("VMC"), Banner Exchange Code ("BEC"), or other traffic generating scripting or content provided, into the page(s) of their sites.For further information, see the Sites' FAQ Page, which is incorporated herein for reference as definitions, as if same were set forth here in full.
If you add the VMC and/or BEC to your Website(s) and/or banner(s) and fail to include the Website(s) and/or banner(s) within Your Customer Profile AND fail to notify HRT that your website NOW INCLUDES THE VMC, this may cause the window to split into more than two (2) screens. It is possible that the technology could also cause this to occur, occasionally, or human error in setting the priority level of the sites in Your Customer Profile, as it is not automatic in nature. This has to do with how the Website(s) are prioritized within the Customer Profile on the Sites. You are responsible for understanding the Priorities, which are incorporated herein as if same were set out in full, and for notifying HRT when and if You add the VMC and/or BEC to Your Website(s) or banner(s) after listing the Website(s) and/or banner(s) in your Customer Profile.
If You do not wish to add these codes directly to Your home page, You may utilize "doorway pages"to add the Code.In this sense, a doorway page could simply be a copy of Your home page with the Code added, and the page could be named something like "index1.html"instead of using Your regular index.html page. If the link you wish to promote is on a site over which you have no control (i.e.common to many affiliate programs ), then You may want to consider participating in HRT's TC GeneriBotProgram, if available.
By adding the proper components of the Code to pages to your Website(s), you may apply for participation in the TC PaidToWarpProgram, or you can simply become a Free Producing Member. Free members may earn advertising credits by adding the Code to their Website(s). You are not eligible to earn credits if your Customer Profile/ Member Account balance is zero.
The current credit ratios for participating, producing sites in HRT 's Traffic Exchange, HRT's Banner Exchange, and other Programs, are located on the Ratios & Bonuses Page. NOTE: With the exception of credits earned under the PaidToWarpProgram, no credits are convertible to cash. No fractional portion of a credit (whether for visitors, for banner impressions, or credits related to other Programs) has any usefulness or conversion value whatsoever.
You MUST not alter the VMC and/or BEC provided to you in any way.Failure to follow this instruction is considered cheating and HRT shall have the right to terminate your account immediately.
You are responsible for understanding the Ratios & Bonuses for each individual TC Program offered by HRT .If You do not understand the ratios and bonuses for any given TC Program available on the Sites, please email bizops@BionicTraffic.com with your question.You are also responsible for monitoring the credits in your Profile.HRT is not responsible for any loss of credit associated with any misunderstanding of the ratios and bonuses on your part.
There may be times when HRT, TrafficCentral, UniversalProtector or an administrator of any of them updates the priority level of your Website(s) and/or requires You to update the VMC or BEC that is on your Website(s) and/or banner(s).In most cases, this would be a request where we ask you do it within 30 days, but if the case arises that the VMC or BEC needs immediate or urgent update to prevent system problems, we will ask that all You work diligently to update Your Website(s) and/or banner(s) within 72 hours.In any case, if we feel it necessary to temporarily put Website(s) or banners(s) in Your member account that have not been updated with the new code into an inactive position so as to not impede normal operations of the Sites for all members, or even to protect Your account credits, we reserve the right to do so at anytime.You understand and agree that neither HRT nor TrafficCentral nor UniversalProtector are responsible in any way for the labor or cost of maintaining the VMC and/or BEC on or in Your Website(s) and/or banner(s), and that all maintenance of Your sites and their proper operation, unrelated to our system, is solely Your responsibility.Even if the VMC and/or BEC becomes defective on Your Website(s) and/or banner(s), our sole responsibility is to review the problem in general and make a recommendation as to possible remedy, if one exists.You also understand that You may remove the various exchange codes at anytime without penalty when operating in non-specific programs.
All members of the Sites are encouraged to participate in other, human-centric advertising exchanges. If You advertise Your Website(s) and/or banner(s) in any other advertising exchange, such exchange must have an established no-AutoSurf policy, in writing, and be clearly available on or at the advertising exchange, which the advertising exchange regularly enforces and clearly practices by act and reputation.
Each page that contains the VMC and/or BEC must be part of a regularly viewed webpage that is regularly accessed by a user during that users visit to Your Website(s).The VMC and/or BEC may not be the only content (whether alone, or combined) on a single page of Your Website(s). You must include actual meaningful and appropriate content on any page on which you place the VMC and/or BEC. If this guideline is not followed, your account will be terminated.
If You advertise the Website(s) on which You have placed the VMC and/or BEC through other human-centric advertising exchanges or through any other non-automated means, You might consider becoming a member of the Node Owner's TC PaidToWarpProgram (if provided by HRT) and earn real money for Your time and effort. If You have time to browse the internet and would like to earn visitor credits while browsing, consider participating in the TC HumanPump(manual surf) Program, if provided by HRT. Learn more about earning visitor credits through the TC HumanPumpProgram if provided by HRT by clicking here. You can receive free credits for referring others to HRT or its Resellers/Affiliates through the TC BonusBankProgram (if provided by HRT) by clicking here. NOTE: Credits earned through the various TC Programs are not convertible to cash through the TC PaidToWarpProgram (if the PaidToWarpProgram is provided by HRT). A summary of each of the TC Programs, their requirements, and their restrictions, can be found here and may or may not be available on the Sites based on the sole discretion of HRT.
d) HRT Affiliate and/or HRT Reseller Profiles and/or Commission Reports. As a Reseller and/or Affiliate in the TrafficCentral Network, you are also responsible for keeping your Affiliate/Reseller Profile current and updated at all times, including your proper identifying information.If you are a HRT Reseller or HRT Affiliate in the TrafficCentral Network, you agree to keep your user identification and your password confidential and not disclose it any third party.If you provide someone with your user id and/or password, you agree to hold both TrafficCentral and HRT harmless if someone other than you obtains your personal information, including, but not limited to any social security number or other tax identification number contained in your Affiliate/Reseller Profile.Furthermore, each HRT Reseller and/or HRT Affiliate may use their own user identification and password to access their Affiliate/Reseller Profile, as available on the Sites, as well as to access a report of commissions due and/or paid, as available on the Sites.You understand that any such report of commissions due may not be complete and updated at all times. Further, you agree that if you are aware of any discrepancies in such report of commissions due and/or paid, you must notify either TrafficCentral and/or HRT immediately, and in any event not later than 48 hours after you become aware of any such discrepancies, and you must provide information sufficient to correct any discrepancies.If either TrafficCentral and HRT is unable to verify the discrepancy you claim by confirming it with the customer that placed the order, then you will forfeit any commissions due for your claim of discrepancies.(See also paragraph 4(s) discussing "Payment Processor Errors".) Any violation of these Terms or this Agreement, in whole or in part, and/or any abuse of the System or the Sites may result in the immediate termination of your HRT Reseller and/or HRT Affiliate Agreement, your user identification and password, and the deletion of any further commissions due, without recourse to either TrafficCentral and/or HRT , and without your receiving any refund for any sums paid for any HRT Reseller or HRT Affiliate license.
e) Prohibited Website Content or Programming. You cannot use any programming or content in your Website(s) or banner(s) that breaks out of frames or does anything else to disrupt the normal operation of the Sites or any portion of the TrafficCentral Network, whatever that may be. WARNING: Unauthorized use of this system is prohibited by law. All information including, but not limited to, login, network and IP address information, and any other identifying information will be turned over to the authorities.We will prosecute anyone unauthorized to use this system or who uses this system in violation of this Agreement to the fullest extent of the law.In most states, unauthorized use of, improper use of, or malicious use of a system is a felony.Leave this site now if you are not authorized to use it or if you are using it in a manner prohibited by this Agreement.
The following activities are prohibited in connection with Your Membership in, or involvement with, the HRT Sites or in the TrafficCentral Network, in any capacity whatsoever, except where specific written permission has been obtained in writing from Legal Counsel of TrafficCentral.
i) Obtaining more than one Member Account in any Node in the TrafficCentral Network. You agree to have no more than one (1) Member Account on the Sites, per household. However, you may have up to one (1) Member Account on each TC Node in the TrafficCentral Network.Members of the same household or family are welcomed, but each must create separate Member Accounts, each must be on different TC Nodes, and no such Member Account may be a direct or indirect referral of any other.In the event that this term is violated, all offending accounts will be deleted with absolutely no refunds (of credits or money), or payment of any earnings or cash credits. There can be differences in products, services, programs, policies, and pricing across TC Nodes within the TrafficCentral Network. Therefore, each TC Node maintains its own License Agreement/Terms and Conditions (of Use) as well as its own Ratios & Bonuses Page which sets forth various limitations and other information (and which may be somewhat or substantially different than this Agreement) which you are responsible for reviewing, understanding, and agreeing to if you choose to have accounts on more than one TC Node.
With regard to your Member Account on the Sites, you may add one or more Website(s) or banner(s) ("Site Profiles"), (as detailed on the Sites' Ratio's & Bonuses Page then in effect), as you wish, into your Customer Back Office on the Sites. There may also be specific limitations on the number of Website(s) or banner(s) that may participate in some or all TC Programs on the Sites.The details of each Program's specific limitations can also be found on the Sites' Ratio's & Bonuses Page. You may petition HRT and/or TrafficCentral in writing with an appropriate and significant justification related to an increase in the limitations or restrictions placed on your Member Account, and at the sole discretion of HRT and/or TrafficCentral, we may agree to adjust those limits if the Technology and any related licenses allow us to do so. Exceptions will generally only be made in cases where You are a significant traffic producing Member or plan for the expanded limits to result in proper quality traffic production.
You also agree not to let anyone else have access to your Member Account(s).All actions regarding your Member Account must be accomplished by you and you only. IP addresses are recorded and may be used to prevent multiple accounts from the same user or member on a single TC Node or for other purposes.
ii) Inactive Accounts; No positive credit balance. If you delete all website URL's from your account, or in the event that your account remains with no usable credit balance for any period of time in excess of 30 days, your account and related data may be deleted from the system by HRT or automatically by computer software without any notification to You and records of such deletion activity may or may not be recorded by the Sites. NOTE: In the event that you have inserted the Visitor Multiplier Code or the Banner Exchange Code discussed in paragraph 4(c) onto any Website(s) and your Member account has no remaining credits, the system may display an error message stating to all viewers that the account has no remaining credits, and advising You of where and how to obtain additional credits.To avoid the display of this message, you must ensure that you have credits in your account at all times for any page on which you have inserted the Visitor Multiplier Code or the Banner Exchange Code. In any case, You are required to present recent purchase receipts (not older than 30 days) for any claims related to missing or inappropriate credit balances in your account as further described herein.
iii) No AutoSurf methods allowed within the Sites or the TrafficCentral Network by any Participants of the TrafficCentral Network. AutoSurfs are defined as any script, system, piece of software, or technological discovery that initiates browser views or simulated website views of web pages, or any form of auto-pilot surfing which causes the number of credits in any advertiser's account to change without human involvement or intervention.In otherwords, AutoSurfs can include, but are not limited to, any type of browsing that does not require human involvement in the form of physical interaction with the computer between views, or where a web page can be left open and automatically refreshed without human intervention or physical stimulation, or by any other technology that bypasses a human being's involvement in the process of changing the number of credits in any advertiser's account.
All Participants, including but not limited to all Members, Participants, Purchasers, Affiliates, Resellers, and TC Node Owners, agree to allow TrafficCentral to publicly report testing results at the sole discretion of TrafficCentral. Furthermore, you agree that if You are found to use any AutoSurf method(s) in connection with Your Member Account or in any way that would affect, effect, or impact the TrafficCentral Network, Your Member Account will be terminated immediately and You may be placed on a publicly accessible list of those persons violating the no-AutoSurf policy, as published at the sole discretion of TrafficCentral. You agree that TrafficCentral may, in whole or in part, transfer the rights and responsibilities of traffic analysis, of public reporting, of traffic and Network usage related investigations, and/or of other monitoring or traffic quality enforcement related responsibilities and/or activities to any third parties desired at TrafficCentral's sole discretion and without notice to You.
The no-AutoSurf policy is part of the basis for the TrafficCentral Business Philosophy. To allow Users, Members, Participants, Affiliates, Resellers, or Node Owners within the TrafficCentral Network to better understand the Network they are interacting with, TrafficCentral publishes its Business Philosophy here and the TrafficCentral Business Philosophy is also considered a part of this Agreement. By participating in the TrafficCentral Network in any capacity or role, You agree to act in accordance with this Business Philosophy as if it were set forth in whole herein.
You agree not to use any form of program, software, script, macro or any other "system" to illegally surf the Sites or the sites within the TrafficCentral Network.You understand that all surfing must be carried out by You and not by any form of macro or program or script that surfs automatically. If You violate this rule, ALL credits (whether convertible to cash or not), earnings, and/or commissions in your account will be zeroed and your account WILL be terminated immediately without any reimbursement of any fee or sum paid for credits, any TC Business Opportunity, or the Opportunities, Reselller, Node Owner or Affiliate license in effect will immediately be revoked, and you will be banned from accessing the Sites and any sites within the TrafficCentral Network.TrafficCentral and/or HRT reserve the right to report you to a publicly accessible database of persons known to violate the terms of participation in the TrafficCentral Network.
Promotion of TrafficCentral or HRT Program URLs, Affiliate URLs, Reseller URLs, TC Node URLS, and/or any Website(s) and/or banner(s) contained in a Profile on any TC Node within the TrafficCentral Network, on AutoSurf exchanges is not allowed under any circumstances. You may not place any link to TrafficCentral or HRT , or any link to a Website(s) and/or banner(s) contained in your Profile on any TC Node in ANY AutoSurf exchange.
It is a violation of this Agreement to artificially generate credits (whether for traffic or for banner impressions) in any way. All credits must be the product of a user visiting your Website(s). Credits derived by improper means, including AutoSurf, impression generating programs, scripts, macros, or other "Fraffic" generating systems or techniques, will automatically be discarded by the Technology.
No User, Member, Participant, Affiliate, Reseller, or Node Owner may include "TrafficCentral", "The TrafficCentral Network", or "HRT", or the Sites, in any email whatsoever.
iv) Illegal or illicit content. The "content of Your Website(s)" (including, but not limited to, any products, opportunities, and/or services contained on your Website(s) and/or banner(s)) may not in any way be unlawful in Your state, province, country, municipality, or other jurisdiction. The content of Your Website(s) and/or banner(s) may not contain any content, product, opportunity, or service that: condones, promotes, contains, or links to warez, cracks, hacks, their associated utilities, or other piracy related information, whether for educational purposes or not; has been promoted through the sending of unsolicited e-mail (UCE/spam as defined under any law that may apply to your jurisdiction), inappropriate newsgroup postings, mail fraud schemes, or pages that promote or condone such activities; commits acts of copyright, trademark, patent, trade secret or other intellectual property infringement; is racist, or is otherwise extremely offensive to others, including content which aggravates, harasses, threatens, defames, embarrasses, or abuses others; exploits images of children under 18 years of age; impersonates another person. If the content of your website(s) and/or banner(s) is changed during the campaign, after activation or initiation by HRT , such that it includes inappropriate content, We may stop Your campaign immediately. In this case, You will not be provided a refund for any monies paid or any credits earned, whether convertible to cash or not.
v) Initiating a charge-back through your bank or credit card company, or any merchant payment processor; Refunds. Charge-backs severely damage the reputation of companies, their ability to transact business, and are particularly unnecessary for payments made to HRT as we have very flexible refund policies. Should you wish to obtain a refund, please contact HRT at the email address contained on the Sites and if you are not able to obtain a refund through that means, then contact Legal Counsel at TrafficCentral via email at "legal (at) TrafficCentral.net". If you initiate a charge-back or request a refund at any node within the TrafficCentral Network, including HRT , HRT has the right to report your Website(s) and your account(s) to the UniversalProtector node of the TrafficCentral Network. Further, if you initiate a charge-back at any node within the TrafficCentral Network, including HRT , you may be prohibited from having an account at any node within the TrafficCentral Network. If you request a total of three (3) refunds from any node within the TrafficCentral Network, (as reported by the node owners to the UniversalProtector Node of the TrafficCentral Network), HRT has the right to terminate your Member Account and/or any reseller or affiliate account you may have at the Sites, and you will not be entitled to any further refund of any sums you have paid (whether for credits (convertible to cash or otherwise) or for any reseller or node owner license). Under no circumstances will you be entitled to a refund of any sums for partial credits. If your Website(s) has already utilized any credits which you have purchased, no refund may be given by HRT .
vi) Unauthorized charging or receipt of payments through the Sites. No Affiliate, Reseller, Node Owner, Member, Purchaser, Participant, or other person or entity may use the Sites, or the HRT or the TrafficCentral payment processing system, for private transactions. Any revenue collected through the Sites or through the HRT payment processing system may become the sole property of HRT. Any revenue collected through the TrafficCentral payment processing system may become the sole property of TrafficCentral. Specifically, HRT Affiliates and HRT Resellers may not link to the Sites for processing of products, services, or opportunities that are not wholly sponsored by HRT and authorized by TrafficCentral and further, may not link to the Sites' store(s) for processing of any products beyond what HRT has identified as saleable Products for the Sites, specific HRT Reseller sales, and specific HRT Affiliate sales. Should any HRT Affiliate, HRT Reseller, or other person or entity construct links that process orders through the TC Node Owner's Sites, or through the HRT or the Traffic Central payment processing system, the act will be considered a direct attack of computing resources with intent to damage the Sites and therefore treated as a serious computer crime. Violators will be prosecuted to the fullest extent of the law. No member of the TC Network, in any capacity, may link to the TrafficCentral Sites for the processing of any orders.
vii) Charging or receiving any payment for assisting your Affiliates. The progress of any Affiliate benefits HRT as well as the Affiliate's sponsor in many ways. If You recruit, sponsor, or obtain an Affiliate through the Sites, by any means, You should always be willing to assist such Affiliate at no charge to such Affiliate. If you are unwilling to assist such Affiliates without charge, your Membership in the TrafficCentral Network (whatever level that may be, including that of TC Node Owner, HRT Reseller, HRT Affiliate, or otherwise) will be deleted immediately and any credits or commissions due will be withheld permanently as partial compensation for managing the associated and impacted Affiliates. If your membership is terminated for any breach of this Agreement by You, You will NOT be entitled to any refund, whether of credits (convertible to cash or otherwise) or monies, which you have paid for any reason, including the purchase of a license to participate in the TrafficCentral Network, in whatever capacity that may be. If you are unable to answer a question tendered by one of your Affiliates, direct the Affiliate to HRT or to TrafficCentral directly.
viii) Uttering or writing false or misleading statements in your advertising or other communications regarding the Sites, HRT, UniversalProtector, TrafficCentral, the Technology, TC Products, TC Programs, TC Services, the Services, TC Business Opportunities, the Opportunities, or any facet or portion of the TrafficCentral Network. The TrafficCentral Network works to develop website traffic and to develop revenue through some of the TC Programs, TC Business Opportunities, and the Opportunities, establishing the potential to earn income in some cases. No part of the TrafficCentral Network is a get-rich-quick scheme, a pyramid scheme, Network Marketing, or MLM plan, and it is not designed to provide instant income or instant success in improving traffic to websites. Uttering or making known statements that are detrimental to the TrafficCentral Network, the Sites, HRT , UniversalProtector, TrafficCentral, the Technology, TC Products, TC Programs, TC Services, the Services, TC Business Opportunities, the Opportunities, or to any other company or person in the TrafficCentral Network, that may contribute to a negative perception of the companies or to programs operated by the companies, is disallowed under this Agreement and violators will be prosecuted to the fullest extent of the law.
ix) Competing products. The information provided by HRT and/or TrafficCentral to you may be proprietary in nature.You agree not to share any information provided to you by or on behalf of HRT and/or TrafficCentral with any third party. If you sell or otherwise distribute goods or services that compete with or may otherwise serve as a substitute for products or services sold or otherwise distributed by HRT and/or TrafficCentral, you may not:
- (a) use or acquire, or have any other person use or acquire on your behalf, the products or services of HRT and/or TrafficCentral for which you offer competing or substitute products or services;and/or
- (b) advertise, promote, market or solicit offers to acquire such competing or substitute products in connection with your use of any HRT and/or TrafficCentral products or services.
g) FTC Restricted Content Guidelines and Category Selection/Zoning. If the content of your Website(s) and/or banner(s) is not capable of being viewed by the general public, and specifically by persons aged 13 and over, then you agree to place your Website(s) and/or banner(s) ONLY in the "FTC Restricted Content" Category. We will only provide services to you if your site is placed in the FTC Restricted Content Category.
h) Spidering of Website(s). You authorize HRT and/or TrafficCentral to view, inspect, or spider any Website(s) and/or banner(s) contained in or related to your Profile for determining the keywords and content of your Website(s) and its pages, to qualify the accuracy of the targeting category selected, for determining the appropriate Priority Level for your site(s) and page(s), for improving, enhancing, optimizing, and/or modifying the Programs, the TC Programs, or Technology, and/or for any other lawful purpose whatsoever. We reserve the right to reject approval of, or to remove from any Profile, in whole or in part, any sites, pages, or banners, without notice.We also reserve the right to change the targeting category you select for your site or banner if we find any inappropriate material on your site or page, or on your banner, or if your site or page, or any banner linking to such site or page, does not contain content appropriate to the category you select.We also reserve the right to disable any site(s), page(s), or banner(s) that are malfunctioning in any way, or that are not responding in a regular, repeatable, and timely fashion, as compared subjectively, or analyzed by other automated means, and relative to other sites in the Node or TrafficCentral Network population of websites.
If you are using any TC Program and selecting a category for which a site is not available within that category, you will be redirected to the Run of Network category.This does not apply to any FTC Restricted Content sites. FTC Restricted Content sites are displayed only when someone selects the FTC Restricted Content category.
i) Changes to Website(s)/banner(s) in your Customer Profile. Shortly after You submit a Website(s) or banner(s) for inclusion in your Customer Profile, that Website(s) or banner(s) is reviewed by HRT. If you change the content of that Website(s) or banner(s) at any time in the future, and such change is not merely to correct typographical errors or grammar, you must notify HRT immediately so that your Website(s) or banner(s) may again be approved. Failure to notify HRT of any changes in a timely manner may result in the immediate and permanent termination of your Membership in the Sites and/or your Membership in the TrafficCentral Network, and may also result in your forfeiture of any sums you have paid for credits (whether covertible to cash, or not).
j) Responsible Selection of Advertising Category and Programs. As a Participant in the TrafficCentral Network, you accept complete responsibility for studying and understanding what Category of traffic, other forms of advertising, or any other Programs offered, that your site(s) may participate in, and are solely responsible for evaluating appropriateness of your content to a category and You agree to maintain the setting and selection of a proper category in your Profile as you modify and/or change your Website(s) and/or observe your Website(s) content change over time.You also agree to periodically monitor and review your Profile to ensure the proper setting of the category related to each URL within your Profile, and You understand that program errors and or human error, or the need for us to conduct our own Disaster Recovery, may reset or change the category setting to that of a prior date.Therefore you agree to review your Profile regularly and often, and will immediately report any problems that you cannot correct on your own to HRT and/or to TrafficCentral, by email. Should any problems remain uncorrected after a 4 hour period passes, you may telephone HRT, and if 24 hours passes and any problem remains uncorrected, you are obligated to transmit both an email and a fax explaining the problem to legal counsel at TrafficCentral so that TrafficCentral may evaluate any problem claims immediately. In any case, in a reciprocal relation to other Participants, you agree and understand that TrafficCentral's or HRT's sole obligation is to adjust the category of your site(s) or other Participant site(s), or in some cases terminate, any Participant Website(s) or banner(s) if any real event occurs or other real problem related to a specific Website(s) or banner(s) is brought to our attention AND IS OBVIOUS AND REPEATABLE. In any case, the appropriate actions will be made at our sole discretion and within a time period convenient to the owner of the Sites, and no additional information or report regarding what our action(s) or decision(s) are or were, will be conveyed to You. In the event that any information related to such a report or action is conveyed to you, You agree to perpetually and permanently maintain the information as confidential and may not publicly release that information without the express written permission of BOTH HRT and the President of TrafficCentral.
Members are wholly responsible for understanding and complying with the FTC Guidelines and/or Regulations, and any related foreign or State based laws. Information from the FTC is available at the following government websites: Click Here for Site1 (about fair business competition), Click Here for Site2 (about E-mail SPAM).
k) Allocation of Orders. Each TC Node Owner may establish limitations on how Orders for various traffic products may be applied to your Profile.In some cases, large orders may be split among the URL's you insert into your Profile, and in other cases orders may not be divided, thereby causing the entire order for credits to be applied to only one Website or banner in your Profile.The specific limitations related to this are listed on the Sites and should be understood before any order is placed.
l) Indemnification; Unstoppable and Aggressive Nature of Our Service and Technologies. Members who elect to use any or all of our Technologies should be aware of their highly permeating and aggressive nature and should always check with the exchange, external program, hosting services, or service, that they will assert our powerful, aggressive, and currently unstoppable advertising technologies upon before doing so. As a Member you agree to indemnify HRT and TrafficCentral from any claims made by any party related to your use of our Programs, Services, or Technologies, and their lack of ability to deflect and or stop our advertising.
Note regarding:Traffic Volume Differentiation. The traffic volumes experienced with our system may be different than that experienced on other sites. HRT maintains focus on developing high quality traffic and retention of our customer credits by doing far more than any other organization to prevent AutoSurfs.
Nothing contained herein shall prohibit any affiliate or reseller of either HRT or TrafficCentral from recruiting any other individual or entity. However, no affiliate of either HRT or TrafficCentral may knowingly recruit to any other individual or entity who is already an affiliate or reseller of any Node in the TrafficCentral Network, including other affiliates of either HRT or TrafficCentral. Nothing contained herein shall cause either HRT or TrafficCentral to be held liable for cross-recruiting clauses in any third party's contract and each affiliate and/or reseller agrees to indemnify both HRT and TrafficCentral in the event of such actions.
n) Integration Services. If you are delaying your decision to become a Producing Member or PaidToWarpMember because you do not know how to place the Code onto your site, or you want to make a Doorway page and add the code to it but are unsure how to do so, let the owners of HRT know. We may provide Integration Services for you for a fee. For Integration prices, go to the HRT website page and click on Pricing/Order, or the like, and then choose the product category "Professional Services", if provided by the Sites, and then click the Category button below it. If Professional Services are not provided by the Sites, you may contact TrafficCentral for further assistance. By purchasing integration services through HRT and/or TrafficCentral, you agree to allow any employee or independent contractor of HRT and/or TrafficCentral, hired by either of them to provide integration services, full and complete access to your Website(s), banner(s), and/or your Customer Profile. In the event that you are purchasing a reseller license with integration services, you also agree to provide any employee or independent contractor of HRT and/or TrafficCentral, hired by either of them to provide integration services, full and complete access to your hosting account, DNS server, and domain name account for the sole purpose of setting up a TrafficSoldier I/II license on your behalf. In the event that you are purchasing a MUTANT Node with integration services, you also agree to provide any employee or independent contractor of HRT and/or TrafficCentral, hired by either of them to provide integration services, full and complete access to your hosting account, DNS server, domain name account, and/or merchant processor account(s), for the purpose of installing, configuring, and testing your node. You agree to hold HRT, TrafficCentral, and the employee or independent contractor of either of them harmless from any and all claims for damages resulting from any facet of the integration services. You are instructed to follow appropriate Disaster Recovery Techniques (as discussed herein in paragraph 4(s)) prior to any integration services being rendered. Further, you accept sole responsibility for such Disaster Recovery Techniques and the consequences of same.
o) Export Control;Embargoed Nation Status and Specially Designated Nationals or Blocked Persons Banned from Participation in and Use of the Sites and the TrafficCentral Network. The United States controls the export of products and information. You agree to comply with such restrictions and to not export or re-export the materials (including software) to countries or persons prohibited under the export control laws. By using the Sites and/or downloading the materials (including software), you are agreeing that you are not in a country where such export is prohibited or are not a person or entity to which export is prohibited. You are responsible for compliance with the laws of your local jurisdiction with regard to the import, export, or re-export of the materials (including software). Each person who accesses information on the Sites is responsible for compliance with all applicable U.S.laws and regulations, including but not limited to those laws pertaining to export control. By accessing or using the Sites, the TC Programs, the TC products or services, the HRT Traffic Exchange and/or the HRT Banner Exchange, the Opportunities, or the TC Business Opportunities, you warrant that you are not a citizen or resident of a country designated as having Embargoed Nation Status and further, you also warrant that you are not on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S.Treasury Department.The products and/or services, the TC Programs, the TC products or services, the HRT Traffic Exchange and/or the HRT Banner Exchange, the Opportunities, or the TC Business Opportunities are exported from the United States in accordance with the Export Administration Regulations. Diversion to other countries is contrary to U.S.law and is prohibited.
In compliance with the United States Patriot Act, only those who have provided appropriate identification information and do not reside within an embargoed nation and who are not listed on the Specially Designated Nationals list may receive commission checks paid by either HRT or TrafficCentral. Each Node Owner agrees that they will fully comply with the United States Patriot Act, the United States Embargoed Nations laws, the Specially Designated Nationals requirements, and any other law which may pertain to the Node Owner's jurisdiction applicable to payments to an independent contractor. This term also applies to affiliates and to TC Node Owners participating in the TC Node Owner's Business Opportunity Affiliate Program.
p) Business Etiquette and Professionalism. HRT and/or TrafficCentral reserve the right to reject a contract from, or to cancel the membership or participation of, anyone whose reputation is publicly tainted in any forums and/or is known to be in, or has recently been in, any form of litigation related to any Internet based or related website or business.
TrafficCentral and/or HRT and all Nodes within the TrafficCentral Network, operate with the strictest codes of professional conduct. Any Member, Participant, Purchaser, Affiliate, Reseller, or TC Node Owner who brings TrafficCentral and/or HRT and/or the TrafficCentral Network and/or any TC Node Owner and/or the Technology, or any of their associates into disrepute, or who promotes any form of slander, racism, or unfair business practices, will have their Membership in the TrafficCentral Network cancelled immediately, without regard to their position in the TrafficCentral Network, and without any refund of any sums paid to obtain or maintain that status and any outstanding credits (whether convertible to cash or not) and/or commissions due will be forfeited.
We reserve the right to reject any Member if, in our sole opinion, that person or company violates established laws or commonly held standards of decency.We may reject applications from any person or company that promotes any form of violence, sexually explicit or adult oriented activities, illegal activities, or from applicants who we prefer not to be associated with.
TrafficCentral and/or HRT reserves the right to conduct business with only those parties that they deem fit and to refuse service to anyone for rude and obnoxious behavior, misrepresentations of any kind, violations of general internet policies such as spam and/or continual customer complaints for products and/or services offered.
Additionally, TrafficCentral, and/or HRT, and/or related subsidiaries, retain their right to delete or omit any or all information maintained on its servers, web sites and web serving equipment if TrafficCentral and/or HRT determines through independent means or in their own judgement, that the content is offensive or abusive, unlawful, libelous or the subject of disputes and/or controversy by any third parties.
q) TrafficCentral Products, TrafficCentral Services, and TrafficCentral Business Opportunities. You understand that, except for information, products, services, or business opportunities clearly identified as being supplied by TrafficCentral, TrafficCentral does not operate, control or endorse any information, products or services on the Internet in any way. Except for information, products, programs, services, and Business Opportunities identified as being supplied by TrafficCentral on the Sites or on any TC Network Member Sites, all information, products, programs, services, or business opportunities offered through the Sites or on any TC Network Member Site or on the Internet generally, are offered by third parties, possibly including HRT.
r) Viruses;Trojan horses;Worms;Spyware; and the like. You understand that HRT and TrafficCentral cannot and do not guarantee or warranty that any files made available for viewing or downloading through the Sites or through any TC Network Member Site will be free of infection or viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You can find out more about computer security threats such as viruses and worms, and also learn about computer hoaxes at the Computer Security Resource Center (http://csrc.nist.gov/publications/) operated by the U.S.Department of Commerce-National Institute of Standards and Technology. You agree, at your expense, to install appropriate virus, trojan horse, worm, and other spyware protection software on any computers used for viewing or accessing the Sites, and that you have sole liability for researching and exploring the capabilities and use of such protective measures. TC or Sites make no warrantees, claims, recommendations, or guarantees, that such proctive measures will be effective or protect you or others that use the computer platforms you make available for accessing the Sites or Services. In any event, you are completely responsible for all forms of protection against such Viruses;Trojan horses;Worms;Spyware and the like. You also understand that you should maintain the various forms of protections and keep their function and service "up to date" with the Internet on a regular periodic basis as it is well know that the various forms of Viruses;Trojan horses;Worms;Spyware; and the like are forever changing and morphing into new forms and threats and it will be a potentially costly endeavor to use the Sites or any websites on the Internet from the perspective of protecting against such threats, and understand you are wholly responsible for the costs and ramifications of choice or use of any such protective software or other measures such as hardware firewalls or other networking adapters known or unknown at this time.
s) Disaster Recovery, Disaster Recovery Preparation, Pre-Purchase/Pre-Membership and Ongoing/Perpetual Disaster Recovery Requirement. To promote proper and expedient recovery from computer or software failure in general, You are wholly responsible for implementing sufficient Disaster Recovery measures.Disaster Recovery will include backup and recovery procedures and regular periodic checkpoints for backups of your computer programs, operating environment, third party account and Internet provider and hosting information, software applications and data (all combined are referred to as 'Your Computer' herein) to satisfy your particular requirements for Disaster Recovery.The areas of Disaster Recovery and the components related to it that you are wholly responsible for include, but are not limited to, the knowledge required to conduct a Disaster Recovery related to Your Computer, the regular periodic and formally recorded and documented backup of all data and programs related to Your Computer onto permanent, stable, and industry standard media in preparation for a Disaster Recovery, the accuracy of and completeness of the data backed up and the reconstruction process and methods used, the input and output methods of any data related to your Website(s) or computer, practicing the Disaster Recovery through simulation ("Simulation") before an actual hardware, operational, or software failure ("Disaster") occurs, the entire cost for conducting and completing any Disaster Recovery or Simulation, and for maintaining a means external and unrelated to the Sites, TrafficCentral, and any TC Network Member Sites, for the storage, retrieval, and/or reconstruction of any lost data, lost or damaged application programs (whether licensed or obtained by other means), recovery of damaged or adjusted hardware, updating of data related to the time period containing the Disaster, and any and ALL expenses related to the Disaster Recovery process or any expenses directly or indirectly incurred during the failure causing the need for Disaster Recovery.In addition, you agree to backup all required data, computer programs, and other critical or important information related to You before purchasing or becoming a member of the Sites or the service and will maintain that backup media in climate controlled storage or on a third party data storage service that specifically focuses on data archival and disaster recovery.The Sites and/or TrafficCentral may or may not promote or endorse, nor are We obligated to provide, any programs, services, or providers, related to Disaster Recovery in support of this pre-membership and on-going/perpetual membership requirement now or in the future, but by becoming a member you agree to have researched this serious topic and requirement adequately to fulfill your specific data, computer, computing, and other operational needs, to the point where you are sure that you can completely reconstruct your Computer to an acceptable condition and You agree to fully release, and indemnify, HRT and TrafficCentral from any and all damage and claims related to any Disaster or defect in operation or service of your Computer, your websites, your other related computers, or your inability to use, interact, or conduct personal or commercial interaction with anyone through or by the Internet or by any other means.
t) Copyrighted Material and Digital Millennium Copyright Act ("DMCA").Any Website link(s) or web page link(s), commonly referred to as a link, hyperlink(s), or Universal Resource Locator(s) ("URL(s)") or banner(s), contained in your Customer Back Office for display through the Sites, Traffic Exchange, any TC Program, and any banner URL/hyperlink to be shown through the Banner Exchange placed in your Profile, may not be illegal in nature or contain "hate"material, may not promote violence, may not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, nor may they link to any such material. You warrant that if any material contained on any Website link or banner impression URL or hyperlink, is subject to any Copyright Law, that you are either the lawful owner of said copyright, or that you are the lawful licensee allowed to use said copyrighted material. If HRT and/or TrafficCentral receive a "Notice of Claimed Copyright Infringement"due to your participation in the TrafficCentral Network, you agree to hold HRT and/or TrafficCentral harmless and to indemnify each of them for your actions. See the DMCA Notice posted elsewhere on the Sites. NOTE: Each Node Owner within the TrafficCentral Network is responsible for complying with the "Node Owners' Digitial Millennium Copyright Act Requirements" within seven (7) days of the installation of their Node.
u) Payment Processor Errors;Erroneous Data or Prices. A purchase made using erroneous data or prices will not be accepted by HRT or TrafficCentral (in the case of TC Business Opportunities). In the event that a purchase is made using erroneous data or prices, the entity receiving the funds (either HRT or TrafficCentral) will promptly refund the actual amount paid and not hold the purchaser responsible for any balance due for the purchase. HRT and/or TrafficCentral will also cancel the sale. Should the relationship or transaction be determined to be unacceptable by HRT and/or TrafficCentral, the maximum amount owed to any purchaser will be a prorated or (potentially) complete refund of whatever monies have been paid and not to the full purchase price of the item, service, or license.
v) Electronic Communications;Email. TrafficCentral and/or HRT requires your primary email address be listed in your Customer Profile.Members will not be able to use the Sites or participate in the Programs, Opportunties, or TC Business Opportunities, until their email addresses are verified. Those who fail to verify their email address or use an email address that generates an error response consistently (e.g., "User is over quota"or "Mailbox full") will forfeit their account and any credits that they have accumulated.You may not use an email address with an auto responder as your TrafficCentral and/or HRT email address. When you visit TrafficCentral and/or HRT or send emails to either of us, you are communicating with us electronically.You consent to receive communications from us electronically.We will communicate with you by email or by posting notices on this site.You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If you are a HRT Reseller or HRT Affiliate, you understand that you may NOT opt out of any emails that you receive from either HRT or TrafficCentral. As a HRT Reseller, HRT Affiliate, or TC Node Owner, you must continually have a valid email account on file with HRT (or TrafficCentral in the case of TC Node Owners) or we reserve the right to terminate your participation immediately, without any refund of any licenses fees paid or payment of any commission due.
w) Cancellation. You can cancel your membership to most HRT and/or TrafficCentral Services, TC Services, TC Programs, the Opportunities, or TC Business Opportunities which you participate in through the Sites, by emailing HRT at the email address published at or on the Sites and/or by emailing TrafficCentral's Legal Counsel at any time. Should you decide to cancel your membership to any program in which you have existing visitor credits (banner impression credits, PaidToWarpcredits, convertible to cash or otherwise) or commissions due from the Opportunities or from any TC Business Opportunity, your cancellation will void and nullify those remaining balances and you will not be due any other credits, services, commissions, or otherwise from either HRT or TrafficCentral, even if you should reinstate Membership at a later time.
x) Rewards Programs - Unless expressly stated, all programs that may award points will result in virtual points within the Site and will have no cash value whatsoever or ever. The Site owners and operators have the right to cancel all programs at anytime, and may delete your or any account found to be misusing the system by falsely clicking ads for the sole purpose of earning points, group clicking, or any other form of click fraud. You understand that you may not earn any points or other compensation by viewing or clicking on ads, and the receipt of any award or compensation is limited and biased by the technology to protect and benefit advertisers primarily. You understand that the Site or TC cannot guarantee the availability of potential for earning any compensation or rewards as the potential for rewards may only occur when paid for advertising is presented and that you view the advertisement in a certain manner (generally by clicking various navigation features generated by the Site and viewing the intended advertisement or site for a certain period of time). We do not guarantee that the ads you see are derived from the Site or the websites it advertises and therefore cannot guarantee any particular ad you may view has any potential value to you. Because of all the considerations in this paragraph, and others not fully expressed, you understand the Site cannot guarantee any rate of compensation and further does not guarantee you will ever attain enough compensation to redeem such compensation for rewards or any other form of benefit. In the event you do attain enough compensation to initiate a redemption order, the Site or its agents reserve the right to supplement any reward ordered with an equivalent in the event the reward ordered is no longer available or was in error. The Site owner or its agents may cancel any such redemption order if found to be in error by description, amount, or otherwise. You understand that Site owner, TC, or their agents, are not obligated to provide you with any information about advertsers or the ability to earn compensation related to any of its advertisers and further you should assume that there is a much higher probability of not earning compensation by use of the Sites or any of their programs than the probability of earning compensation by use of the Sites or Programs. You understand that Site owners, TC, or their agents, may delay or refuse processing of a redemption order if misuse is suspected or proven. Upon the succesful processing of a redemption order, you understand that the amount of compensation or points required to initiate the order will likely result in a non-zero positive balance in your related accounts and that they will remain in your account indefinetely until you initiate such redemption orders at a later date when enough compensation or points has accumulated. The Sites and TC reserve the right to change the technology from time to time and you understand the changes may include changes to the form of the compensation or programs related to any Rewards Programs. You understand the time to process redemption orders may vary substantially depending on the size of the redemption related to the amount of compensation exchanged or the actual cost to the Site Owner for the redeemed item(s). If expedited delivery is ordered as part of the redemption process, all fees for such or related packaging or delivery services must be prepaid and you understand that the shipment of any redeemed items will not be initiated until all fees clear the Site ower bank account or its equivalent. You understand that a period of time may be added to the delivery schedule to ensure that a fraudulent source of payment, or generally fraudulent, transaction has not occurred. Where allowed by law, you may also be allowed to purchase points or other forms of compensation to add to your total compensation to attain enough compensation to initiate a redemption order. In the event your jurisdiction allows such purchase of equivalent compensation for purposes of redemption, the redemption order may be delayed in order to ensure the related transactions are not fraudulent in nature.
y) Advertising Placement & Considerations - If you are advertising through any of the programs, you understand that your site or ads may be displayed through several mechanisms that will likely include all of the programs. The Site or TC does not guarantee any frequency of, or position, of presentation except where expressed from a relative position perspective within search results. You also understand that TC or the technology may present your site in places, or categories, other than where expressly intended in the form of "filler" or "fill-gap" ads in order to present the best possible content for consumers or others. In the event consumers visit your site or ad, you will be charged the appropriate amount equivlent to that as if presented where expressly intended. You understand you may or may not receive benefit from the presentation of your site through any of the programs and it is suggested that you make appropriate accomodations through technology to track your return on investment for any of the programs you participate in. Advertisers, whether paid for or free, are wholly responsible for the stability of the URLs and related web pages and there content presented through the Programs. As an advertiser, you understand that a URL rotator is not allowed as an advertisement URL, and that the URL entered into the Site or Sites must display consistent content representing the core advertising intended (does not include banners, or other interstitched ads within the core page content). The advertisement URL placed must be related to a website or equivalent web content that is professional in nature and of high quality, must be socially acceptable and be legal in nature, must not be MLM or network marketing offers or other money making scheme(s), must not simply be intended as a lead capture page, must not launch audio or video immediately or automatically without manual intervention of the consumer or surfer, and must not prevent consumers or surfers from navigating away from the advertisement when attempted (e.g. no popups confirming they want to surf away or not). The website or advertisement URL must not be for other traffic generation systems or competetive traffic generation or advertising services. You understand that any intended or unintended misuse of the system will result in your account and any remaining credits within it being deleted and no refund will be offered and that you may be banned from use of any of the Sites or Programs or sites within the TC Global Network indefinetely. By entering your website URL or ad URL into the system, entering any other related information such as abstracts, keywords, descriptions, overviews, or characteristic informaion, the Site owners or their agents may adjust or completely modify the entries you have made where deemed appropriate to improve your advertising experience or the consumers experience when your ad is presented. This may include adjustments to keywords, all content entered, categories for presentation, or other criteria entered, and may be done so without prior notice to you. In addition, as an advertiser, unless you lock your ad from being overlayed from automated program technology commonly referred to as spiders, your site ad, keywords, and criteria will likely be overwritten by the spidering tools associated with the Sites and Programs, and therefore you agree to review and maintain your ad profiles on a regular basis. You agree that the Site or Site Owners or their agents have a right to reject any and all ads without reason or notice to you. Because the Site and its Technology conveniently allows transition in a member account between Advertiser and Consumer, you understand you are agreeing to all terms related to both a consumer or advertiser when becoming a member or other participant within this Site or its related Sites.
z) Consumers - You understand that the Programs and Services leveraged or offered by the Sites, TC, or their agents, are substantially different than other services offered on the Internet. You agree that the Sites, TC, or their agents, are not obligated in any way to educate you with regard to the use of the Programs or Sites. You understand that the Programs may derive ads, content, or website URLs, from many services within the TC Global Network and therefore your ability to repeat searches, or find previously seen ads or websites through the Sites or Programs, may vary or not exist. You agree to be responsible for bookmarking and recording in some form any ads, sites, or URLs, you have interest in, or for purposes of reporting offending or problematic sites. The Sites, TC, and their agents, make no representation that you will be able to use the Sites in any practical manner, and your use of the Sites is at your own risk completely. Because of the distributed nature of the content throughout the TC Global Network that may be shown through the Sites or Programs, you understand it is somewhat problematic or impossible in general for the Site Owner or TC to easily trace the origin of any advertisement shown. Any formal request by you, or law enforcement on your behalf, to trace the origin of an ad or website URL will be billable to you at substantial hourly rates based on the then current hourly rates paid for for senior and specialized computer consultants whether or not that URL or the origin of any related problem or ad is determined. You understand that various website / ad rating tools may be provided and you may have access to use such tools. The Site or TC make no warrantee to the availability or accuracy of any comments or ratings provided, and further may adjust or delete any submissions you or others may make. In the event you decided to participate in any rating program, you agree to refrain from commonly known vulgar terms and explain in detail with appropriate supporting proof related to your comments. We make no representation as to whether your comments or identity will be maintained as confidential related to your submissions in such programs and further may allow the ad owner to know your identity to contact you on a follow-up basis. You understand from time to time, due to space considerations or other considerations, the Sites or site owners and operators may be forced to delete your submissions in this or other non-paid-for programs. In general, We make no warrantee as to the accuracy of any rating programs you may see, or to the integrity or quality of any advertisers or reference thereof, and you understand you are wholly responsible for fully investigating any advertisers, members, or participants, you decide to contact, purchase from, sell to, or leverage in any way. You understand that any points or other forms of compensation earned are not transferrable or combineable across TC Nodes, Sites, or accounts, and that any points or other compensation may not be resold or offered as compensation to others. Because the Site and its Technology conveniently allows transition in a member account between Advertiser and Consumer, you understand you are agreeing to all terms related to both a consumer of advertiser when becoming a member or other participant within this Site or its related Sites.
aa) Publishers;Publishing Programs - Publishing programs are a portion of the underlying services within the Technology, and includes MoodSmart inline ads and others, whereby a publisher may link to or display ads from the Sites or TC Global Network on its own sites. If participating as a publisher you understand that compensation for such effort is not guaranteed. As a publisher, you also understand that compensation is granted only when a paid for ad is clicked an viewed by a consumer in a particular manner and viewed under varied criteria to prove the validity of the advertisement view. You understand that consumers or others falsely clicking on advertisers ads or links published by you will not result in compensation to you and that you may lose all rights to participate in any Programs. You understand that the Technology is imperfect and has what is commonly referred to as bugs or software defects. You understand that the services my not be available 100% of the time and that the Site, TC, and their agents, will make a best effort basis to ensure the proper operation and availability of the services and underlying programs you may use to publish ads or websites through your own sites, noting again there is no guarantee of availability of the services or Programs or the performance thereof. You understand that misuse of the technology may result in substantial damages to the Site, TC, or their agents, and that no amount of money alone would be compensation enough for the damages caused by misuse. As a publisher, you agree to not reverse engineer or disclose any potential trade secrets known or otherwise considered that may cause damage to the Site, TC, or the TC Global Network. You understand that you have no permanent right to participate in the programs and your rights to link to the Sites, TC, or the TC Global Network in any manner may be revoked in whole or in part at anytime. You understand that upon request by the Site, Site Owner, or TC for you to break all linkages to the Site, TC, or any site in the TC Global Network, you must immediately terminate any and all connections to the sites. You understand you may or may not benefit in any way by participating in any of the Programs. You understand that due to the complex nature of the TC Global Network (see paragraphs explaining) that ads you may publish may be derived from any of the Nodes in the TC Global Network. If ads are derived from local or remote nodes, you may not be compensated in any way for the display of such ads even when interstiched or framed along side of other local or remotes ads. As a publisher, you understand the Technology is imperfect and may or may not display appropriate content based on your targeting criteria or keywords intended and will make a best guess or best fit effort to fill in the ad space on your sites. We do not guarantee that ads will not be repeated or will be repeated at any particular rate of frequency as you understand there are too many variables beyond the control of the Sites, TC, or Technology, including but not limited to primarily any consumers choice to click ads, a key facet for triggering or controlling rotation of ads or sets of ads. The Site, Sites, TC, or their agents are not responsible for training or cost of training for you to participate in any of the Programs or for any damages assumed or implied related to your use of the Programs or Technology on your sites. You agree that you are participating on a completely voluntary basis and may option out and disconnect your sites at any time. You understand that any compensation accumulated in any participant account you may leverage for publishing programs will remain indefinitely and you have no right to request conversion or release of any balances remaining to cash or other compensation and further that the compensation has no cash value unless expressly stated elsewhere in writing by the Site owner.
5. Sites are made available "as is";Exclusion of Warranties. With regard to the sale of a TC Node ONLY, and not for any other Product, Service, TC Product, TC Service, TC Business Opportunity, or Opportunity, TrafficCentral warrants that the Node will substantially conform to the published specifications and to accompanying documentation (as may be modified from time to time), provided the TC Node is used on the computer hardware and with the operating system for which it was designed. TrafficCentral will use its best efforts to replace defective media or correct significant software error at no cost to You, provided You notify HRT and/or TrafficCentral of such problems within thirty (30) days of discovering such defect.This is Your sole remedy for breach of warranty for a TC Node.
We are not responsible for factors beyond our control that may interfere with our ability to deliver visitors to your Website(s) or banner(s).Such factors include, but are not limited to:downtime on your server, overuse of your bandwidth quota (if applicable), errors on your site, and/or network outages beyond our immediate servers. Please contact your web hosting company or network provider if you are unsure about whether your hosting account is sufficient for the program you are ordering.
In no event shall TrafficCentral and/or HRT be liable for any direct, incidental or consequential damages, lost profits, lost advertising or any indirect damages even if TrafficCentral and/or HRT has been informed of the possibility thereof. Liability in any case shall not exceed the actual price paid (and monies collected) for the particular product, service or opportunity purchased. Furthermore, all users are informed that they accept their own risk of loss of information and/or business due to power outages, equipment failures, malicious intrusions, and accidental deletions. TrafficCentral and/or HRT makes their best effort to provide a high level of service so that such occurrences do not happen, however there are no guarantees (implied or expressed) that such incidents will not ever happen.
FOR ALL OTHER PRODUCTS, SERVICES, TC PRODUCTS, TC SERVICES, TC BUSINESS OPPORTUNITIES, OR OPPORTUNITIES, THERE IS NO WARRANTY PROVIDED WHATSOEVER. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITES AND ANY TC NETWORK MEMBER SITES AS WELL AS THE INTERNET IN GENERAL. HRT AND/OR TRAFFICCENTRAL PROVIDES THE SITES AND RELATED INFORMATION "AS IS"AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SITES, THE SERVICE, TC SERVICES, TC BUSINESS OPPORTUNITIES, THE OPPORTUNITIES, ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH THE SITES, TC NETWORK MEMBER SITES, OR ON THE INTERNET GENERALLY. FURTHER, NEITHER HRT NOR TRAFFICCENTRAL SHALL BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SITES, THE TC NETWORK MEMBER SITES, OR ON THE INTERNET GENERALLY.
Every effort has been made to accurately represent our services, products, and opportunities, and their potential.Any claims made of actual earnings or examples of actual results can be verified upon request.The testimonials and examples used are exceptional results, don't apply to the average purchaser and are not intended to represent or guarantee that anyone will achieve the same or similar results.Each individual's success depends on his or her background, dedication, desire and motivation.As with any business endeavor, there is an inherent risk of loss of capital and there is no guarantee that you will earn any money. Please see the Earnings/Income Disclaimer found on the Sites, which is hereby incorporated into this Agreement as if it were fully set forth herein.
NEITHER HRT NOR TRAFFICCENTRAL WARRANT THAT THE SITES, THE SERVICES, TC SERVICES, TC PROGRAMS, TC BUSINESS OPPORTUNITIES, OR THAT THE OPPORTUNITIES WILL BE UNINTERRUPTED OR ERROR-FREE NOR THAT ANY SUCH DEFECTS IN THE SITES, THE SERVICES, TC SERVICES, TC PROGRAMS, TC BUSINESS OPPORTUNITIES, OR OPPORTUNITIES WILL BE CORRECTED. NEITHER HRT NOR TRAFFICCENTRAL, NOR THEIR RESPECTIVE OWNERS AND/OR ASSIGNS, COMMIT TO KEEPING THE SITES OR THE TECHNOLOGY CURRENT NOR DO THEY ASSUME ANY LIABILITY FOR ERRORS OR OMISSIONS ON THE SITES OR IN THE TECHNOLOGY. THE INFORMATION CONTAINED ON THE SITES AND THE TECHNOLOGY USED TO RUN THE SITES IS SUBJECT TO CHANGE WITHOUT NOTICE.
HRT AND/OR TRAFFICCENTRAL AND/OR THEIR RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS CONTAINED ON THE SITES OR THE TRAFFICCENTRAL NETWORK FOR ANY PURPOSE.ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS ARE PROVIDED "AS IS"WITHOUT WARRANTY OF ANY KIND.
YOU UNDERSTAND ALSO THAT THE NATURE OF THE INTERNET CONTAINS UNEDITED MATERIALS, SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU OR TO YOUR CHILDREN.YOUR ACCESS TO SUCH MATERIALS IS AT YOUR OWN RISK. HRT HAS NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR, SUCH MATERIALS. HRT, TRAFFICCENTRAL, AND THEIR RESPECTIVE OWNERS AND/OR ASSIGNS, ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY EXTERNAL SITES.THE CONTENT OF SITES EXTERNAL TO THOSE OWNED BY OR AFFILIATED TO HRT DO NOT HAVE AND SHALL NOT BE CONSTRUED AS HAVING ANY RELATION TO THOSE SITES MAINTAINED BY, AFFILIATED WITH, OR OWNED BY HRT OR BY TRAFFICCENTRAL.
HRT AND TRAFFICCENTRAL HAVE MADE EVERY EFFORT TO SEPARATE ANY CONTENT THAT MAY NOT BE SUITABLE FOR VIEWING BY THOSE PERSONS THAT ARE 13 OR UNDER BY RESTRICTING SITES THAT DO NOT COMPLY WITH THE UNITED STATES CHILDREN'S ONLINE PRIVACY PROTECTION ACT FOUND AT (15 U.S.C. 6501-6506) (HEREINAFTER "COPPA") TO A ZONE ENTITLED "FTC RESTRICTED CONTENT". HRT DOES NOT GUARANTEE NOR WARRANTY THAT ANY SITE CONTAINED IN ANY OTHER ZONE OR CATEGORY COMPLIES WITH THE COPPA AS NEITHER TRAFFICCENTRAL NOR HRT HAVE CONTROL OVER STATIC, DYNAMIC, TEMPORARY, OR TRANSITORY CHANGES IN CONTENT OR POLICY BY ANY WEBSITE PARTICIPATING IN THE SITES, THE SERVICES, TC SERVICES, TC PROGRAMS, TC BUSINESS OPPORTUNITIES, OR THE OPPORTUNITIES THAT IS NOT OWNED OR OPERATED DIRECTLY AND EXCLUSIVELY BY HRT OR TRAFFICCENTRAL, RESPECTIVELY. IT IS THE RESPONSIBILITY OF THE MEMBER TO SELECT THIS "FTC RESTRICTED CONTENT" CATEGORY IN HIS/HER CUSTOMER BACK OFFICE WHEN SETTING UP A PROFILE FOR A WEBSITE(S) OR BANNER(S) THAT CONTAINS SUCH CONTENT AND THE MEMBER IS WHOLLY RESPONSIBLE FOR THE RAMIFICATIONS OF NOT DOING SO, IF NECESSARY.
IF THE MEMBER FAILS TO DO SO, AND THE VIOLATING MEMBER SITE IS BROUGHT TO HRT'S ATTENTION, HRT WILL ADJUST THE CATEGORY OF THE WEBSITE(S) OR BANNER(S) ON THE MEMBERS BEHALF, OR DISABLE THE WEBSITE(S) OR BANNER(S), AT THE SOLE DISCRETION OF HRT .IF THE VIOLATING MEMBER ATTEMPTS TO CHANGE THE CATEGORY SELECTED BY HRT, THE MEMBER'S ACCOUNT MAY BE PERMANENTLY SUSPENDED AND ANY AND ALL CREDITS REMAINING WILL BE ZEROED OUT, WITH NO REFUND GIVEN FOR ANY CREDITS PURCHASED OR FOR CREDITS EARNED THROUGH ANY TC PROGRAM OR HRT OPPORTUNITY.
DUE TO POSSIBLE CONFIGURATION ERRORS, PROBLEMS, OR DEFECTS WITH THE TECHNOLOGY, THERE IS A POSSIBILITY THAT AN FTC RESTRICTED SITE MAY BE SHOWN ALONG SIDE A WEBSITE MEANT FOR GENERAL AUDIENCES. NEITHER HRT NOR TRAFFICCENTRAL HAVE COMPLETE CONTROL, IF ANY AT ALL, OVER THIS, OTHER THAN TO THE EXTENT DESCRIBED ABOVE, AND NEITHER ACCEPT ANY LIABILITY NOR OFFER ANY WARRANTY AGAINST SUCH AN OCCURRENCE.
FURTHERMORE, HRT AND TRAFFICCENTRAL RECOMMEND THAT ALL MEMBERS CONCERNED ABOUT CHILDREN THAT ARE VIEWING OR CENSORING CERTAIN MATERIAL WITHOUT PARENTAL CONSENT OR MATERIAL THAT IS NOT APPROPRIATE FOR CHILDREN OR OTHERS BASED ON LAW OR THE MEMBER'S OPINION, OR FOR THE AUDIENCE INTENDED OR UNINTENDED FOR THEIR WEBSITE, TAKE SIGNIFICANT ACTION TO PREVENT SUCH OCCURRENCE BEFORE USING THE SITES OR ANY PORTION OF THE TRAFFICCENTRAL NETWORK.
THE ACTIONS THAT ANY MEMBER OR POTENTIAL MEMBER MAY TAKE CAN INCLUDE APPLICATION OF SPECIFIC OR VARIOUS COMBINATIONS OF THIRD PARTY SOFTWARE APPLICATIONS DESIGNED SPECIFICALLY BY COMPANIES FOR CENSORING SUCH CONTENT AND PROTECTING CHILDREN, OR BY THE PROPER INTERLOCKS AND PROTECTIONS WITHIN THEIR OWN WEBSITE TO PREVENT ACCESS TO INAPPROPRIATE MATERIALS, NEITHER OF WHICH ARE THE RESPONSIBILITY OF TRAFFICCENTRAL OR HRT. HOWEVER, TRAFFICCENTRAL AND/OR HRT DOES NOT RECOMMEND NOR ENDORSE ANY PARTICULAR BRAND OF SUCH PRODUCT OR APPROACH TO PROTECTIVE MEASURES.YOU ARE WHOLLY RESPONSIBLE FOR ANY PROTECTIVE MEASURES REQUIRED TO ALLOW YOUR SITE TO PARTICIPATE IN THE TRAFFICCENTRAL NETWORK.SUCH PROTECTIVE MEASURES MUST BE INVESTIGATED INDEPENDENTLY FROM ANY TC NODE, THE SITES, OR PORTION OF THE TRAFFICCENTRAL NETWORK, AND ARE AT THE SOLE DISCRETION AND EXPENSE OF THE MEMBER, POTENTIAL MEMBER, OR PARTICIPANT.ANY SUGGESTIONS, IMPLIED OR DIRECT RECOMMENDATIONS BY THE SITES, TC NODE OWNER, TRAFFICCENTRAL, HRT, HRT RESELLERS, HRT AFFILIATES, OR OTHER MEMBERS OR PARTICIPANTS IN THE TRAFFICCENTRAL NETWORK SHOULD BE CONSIDERED ONLY AS A POTENTIAL SOLUTION AND NOT AS A FINAL RECOMMENDATION.
YOU UNDERSTAND THAT NO PERSON OR ENTITY RELATED TO, OR OPERATING IN, THE TRAFFICCENTRAL NETWORK HAS THE AUTHORITY, KNOWLEDGE, OR EXPERIENCE, THAT CAN ENABLE THEM TO MAKE SUCH A RECOMMENDATION, NOR DO ANY OF THEM CLAIM TO HAVE SUCH KNOWLEDGE.
THE MAXIMUM OBLIGATION OF HRT AND/OR TRAFFICCENTRAL UPON OCCURRENCE(S) OF SUCH EVENTS IS TO NOTIFY ANY VENDORS INVOLVED OF THE FAILURE, RELATED TO ANY CENSORING SOLUTIONS TESTED, AND TO REVIEW ANY WEBSITE(S) AND/OR BANNER(S) AND/OR, (IF IT CAN BE CLEARLY IDENTIFIED) PROFILE SETTINGS THAT MAY PLACE YOUR WEBSITE(S) AND/OR BANNER(S) IN AN INAPPROPRIATE CATEGORY AND THAT IS RELATED DIRECTLY TO THE EVENT. BECAUSE THE VENDORS THAT FOCUS ON PROVIDING CENSORING SOLUTIONS AND SOFTWARE HAVE A MUCH DEEPER AND BROADER KNOWLEGE OF THIS SUBJECT MATTER THAN HRT OR TRAFFICCENTRAL, YOU AGREE THAT UPON NOTIFICATION OF THE PROBLEM TO THE VENDORS AND TO THE MEMBER, VIA EMAIL ONLY, ALL POTENTIAL OBLIGATIONS RELATED TO THIS MATTER WILL BE CONSIDERED HANDLED IN A MANNER FAR EXCEEDING OUR LEGAL OBLIGATIONS TO YOU.
LIMITATION OF LIABILITY. IN NO EVENT WILL HRT OR TRAFFICCENTRAL BE LIABLE FOR:
(I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, YOUR COMPUTER, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITES OR ITS SERVICE(S), OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SITES, OR DOWNLOADED FROM THE SITES, OR ANY DELAY OF INFORMATION OR SERVICE PROVIDED BY THE SITES.EVEN IF HRT OR TRAFFICCENTRAL OR ANY OF THEIR AUTHORIZED RESELLERS, TC NODE OWNERS, AFFILIATES, OR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR
(II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SITE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.IN SUCH STATES, HRT.AND TRAFFICCENTRAL'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
(III) any delay or failure in performance under these terms and conditions resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, nonperformance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
IV) The information, software, products, services and other material included in or available through the Sites or through the TrafficCentral Network may not be complete, and may include inaccuracies or typographical errors, and may also be modified or deleted from time to time. Advice, information, products, services or other materials received via the Sites or the TrafficCentral Network should not be relied upon for personal, medical, legal, business, financial or other decisions and is not intended to replace the advice of appropriate and qualified professionals.You acknowledge that you should consult an appropriate professional for specific advice tailored to your situation.
Neither HRT nor TrafficCentral make any representations whatsoever about any other web sites which you may access through the Sites, through the TrafficCentral Network, or which may link to the Sites.When you access a non-HRT and/or non-TrafficCentral related web site, please understand that it is independent from HRT and/or TrafficCentral, and that neither HRT nor TrafficCentral have any control over the content on those website(s) or banner(s). In particular, please be aware that the content of those websites or banner(s)may change without notice to you, HRT , and/or TrafficCentral. In addition, a link to a HRT and/or TrafficCentral web site does not mean that either HRT and/or TrafficCentral endorses or accepts any responsibility for the content, or the use, of such web site linking to HRT and/or TrafficCentral, nor does it imply that either of us has ever reviewed or evaluated any portion of the content of the website(s) or banner(s), nor does it imply that We ever will evaluate the content to any level of detail other than for review of specific Events that may be reported to us.
Your access to and use of the Sites and the TrafficCentral Network, and products and services of HRT and/or TrafficCentral, is at your own risk. HRT and/or TrafficCentral, their respective owners, members, resellers, affiliates, and sponsors, will not be liable for any damage, loss or disclosure of information, data, revenue, accounts or business that occurs in connection with your use of the Sites or the TrafficCentral Network, or such products or services. HRT and/or TrafficCentral makes no guarantees of any kind regarding the dependability, accuracy, security, timeliness or availability of the Sites or the TrafficCentral Network, or such products or services.
Furthermore, You wholly understand that the owners and operators of the Sites or any portion of the TrafficCentral Network are not obligated to review Member Website(s) or banner(s) and may or may not have inspected them relative to content or to the appropriateness of the category selected for the Member Website(s) or banner(s).Furthermore, if two or more users', members, ' or participants' Website(s) or banner(s) are displayed within a single browser window, each indemnifies all others from harm resulting from the display of the Website(s) or banner(s) together. Neither HRT nor TrafficCentral accepts any liability whatsoever for the display of multiple Website(s), or banner(s) in a single browser window, whether such action arises among the owners of the website(s) or banner(s) displayed or from other users, members, or participants.
6. Compliance with the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003', or the `CAN-SPAM Act of 2003' (hereinafter "CAN-SPAM Act") the full text of which is found at http://www.spamlaws.com. BOTH TRAFFICCENTRAL AND TrafficCentral.net_CAPS HAVE A ZERO-TOLERANCE SPAM POLICY! YOU MAY NOT USE THE SITES, ANY LINKS TO THE SITES OR TO TRAFFICCENTRAL OR TO ANY WEBSITE(S) OR BANNER(S) IN THE TRAFFICCENTRAL NETWORK, DIRECTLY OR INDIRECTLY, FOR SPAM-RELATED ACTIVITIES! YOU MAY NOT USE ANY LEADS YOU RECEIVE FROM VISITORS TO ANY PROGRAM, PRODUCT, SERVICE, OPPORTUNITY, TC PROGRAM, TC PRODUCT, OR TC SERVICE, TC BUSINESS OPPORTUNITY, TO PROMOTE SPAM-RELATED PRODUCTS!
If we have 2 complaints from verifiable registrars or hosting companies, or a single complaint from a governmental agency, concerning an email which You sent, which contains any reference whatsoever to a Website(s) or banner(s) in your Customer Profile, any HRT Reseller Site which you may have, any HRT Affiliate link, or any link whatsoever to the Sites or to TrafficCentral, we will immediately terminate your Account and revoke any license which may then be in effect (including any Reseller license or Node license), without recourse. If your Account or license is being terminated for any form of SPAM related activity, you understand that you will forfeit any sums due, including any credit balance in your Account (whether convertible to cash or not)
The following rules apply to your participation in the TrafficCentral Network, in any capacity, and to Membership in any or all HRT and/or TrafficCentral Services, TC Services, TC Programs, Opportunities, or TC Business Opportunities, and your participation in the TrafficCentral Network with respect to:
(a) email that contains any link contained in your Customer Back Office or Site Profile at HRT and/or TrafficCentral and/or to any HRT and/or TrafficCentral served and/or tracked or supported link;
(b) email that directs recipient to any of the Sites, any site or Node in the TrafficCentral Network, or to any link contained in or related to your Customer Back Office or Site Profile at HRT and/or TrafficCentral and/or to any HRT and/or TrafficCentral served and/or tracked link;
(c) email sent to HRT and/or to TrafficCentral and/or to any other members of the TrafficCentral Network.
a) No Misleading Headers or Other Masking of Email Origin. The CAN-SPAM Act requires that an email may not include falsification of header information, false registrations for email accounts or IP addresses used in connection with email ads, and retransmission of an email ad for the purpose of concealing its origin. Therefore, you may not use a subject heading in a message if it would likely mislead a reasonable recipient as to the contents or subject matter of the message or to the sender of the message.
b) Email Ads Must Contain Clear Identification. Messages containing advertisements or solicitations must identify themselves as such, and do so by "clear and conspicuous"means. Further, the sender must identify itself as the initiator and sender of the email including its real personal or company name, and a valid email and postal address, and a phone number.As a member of the TrafficCentral Network, you agree to comply with the CAN-SPAM Act as well as all other applicable anti-Spam laws. Accordingly, you may not send any email that suggests or implies that you are acting on behalf of HRT and/or TrafficCentral. Any email sent by you that contains a link to the Sites or to any Website(s) or banner(s) within the TrafficCentral Network must include your real and true identity as the sender. You may not send any email that is intended to initiate any action of procuring or inducing any third party to become a Member of the Sites or of the TrafficCentral Network, or to make any purchase whatsoever from the Sites or the TrafficCentral Network, if that email is in violation of the CAN-SPAM Act. Members and TrafficCentral Network Members are not allowed to initiate any action of procuring or inducing any third party to promote or allow the promotion of the Sites, HRT and/or TrafficCentral generally, or any of the TrafficCentral Network Members' sites, as any such action would be directly in violation of the CAN-SPAM Act. Neither HRT nor TrafficCentral, whether such link is in an email or the email recipient is directed to such link, shall be considered to have initiated such an email or to have been the sender of such an email.
c) Effective Method of Opt Out of Future Mailings. In any email you send that mentions any link to the Sites, TrafficCentral, or any Website(s) or banner(s) within the TrafficCentral network, you must provide the recipient with an effective means of requesting not to receive future email ads from you. Effective means include:
(a) giving the recipient the ability to send a reply message or other "Internet-based communication"(such as a link to a website where the recipient registers that it is opting out of future emailings) enabling the recipient to opt out of future emails from the sender, (b) keeping the opt out means used viable for at least 30 days after the original message is sent, and (c) ceasing transmission of email ads to that recipient no later than 10 business days after receipt of an opt out request.
The CAN-SPAM Act also requires the senders of emails covered and allowed by the CAN-SPAM Act to include their name or business name, their physical address, their email address, and their phone number in the email sent. As a member of the TrafficCentral Network you agree to comply with these terms of the CAN-SPAM Act in any email you send concerning the Sites and/or any services or programs of HRT and/or TrafficCentral. Furthermore, the CAN-SPAM Act requires that when a person elects to opt out of any email campaign, you notify any service provider or other company whose products, services, or Business Opportunities are mentioned in the offending email of the person opting out's name and email address for removal from the service provider's list as well. Therefore, you agree to provide to HRT and to TrafficCentral the name, email address, and any other identifying information you may have concerning the person opting-out of future emails not later than seven (7) days after you receive notice of the opt-out.
d) No Sale or Transfer of Opted out Email Addresses. Email senders, or any other person who is aware of an opt out request, are generally prohibited from selling or otherwise transferring email addresses of persons who have opted out. Unless clearly allowed by specific contract, when a member participating in the TrafficCentral Network options to not receive emails from a particular TrafficCentral Node, the Node Owner will permanently delete or deactivate the current records related to the person or business optioning out of the email list. In some cases, only archive data may generally contain the email list participants information.Node owners are strictly prohibited from the sale OR transfer of any TrafficCentral user, member, or Participant information without the express written consent of TrafficCentral or for purposes required by law enforcement authorities.
e) No Sexually Oriented Material in Email Messages. Emails that contain sexually oriented material may not include a link contained in a Member Customer Back Office or Site Profile (even if the site is listed in the "FTC Restricted Content" Category), any Reseller Support Area, any Affiliate Support Area, nor may such emails reference HRT and/or TrafficCentral, and/or any site in TC Nodes, or any Reseller site, or any Affiliate site, in any way, shape, or form, nor may they contain any links to pages served by and/or tracked by HRT and/or TrafficCentral, or located on any Node or Participants site in the entire TrafficCentral Network.
f) No Random Generation of Email Addresses. No email list and no emailings which you initiate may contain email addresses obtained by the use of a program for random generation of email addresses, and/or "scraping"websites or online services ("harvesting addresses"), or IP blasting to emails. Unless you personally have owned from inception, or know intimately, an opt-in email or safelist, you agree to not use the service or more specifically any single opt-in email marketing service or campaign, and may only use double opt-in email campaign services that are fully CAN-SPAM compliant.Such email campaigns may not directly reference the URL's of the Sites or Traffic Exchange website related to any ANY TC Node or to TrafficCentral itself.In any case where email is used, All Participants will direct the email campaign at a third party response tracking and/or lead capture service that will potentially capture all appropriate email related information and then appropriately direct the respondent to a TC Node, service, Program, or Reseller website.
g) No Invalid Email Account Generation. Senders may not use scripts or other automated means to register for multiple email accounts or online user accounts from which to transmit emails. Senders may not use accounts that are temporary in nature and must retain the account for a period of at least 90 days following any email campaigns.Any account used must have the accurate identification information of the Sender associated to the account and it too must be maintained for at least 90 days following any email campaign in which it is used to transmit from or receive responses to.
h) No Unlawful Retransmission of Emails. Senders are prohibited from relaying or retransmitting emails from a computer or computer network that was accessed without authorization. Also see http://www.spamlaws.com for information about, and the full text of, the CAN-SPAM Act.
Any TrafficCentral Network Member that is a sender of an email that is in violation of the above rules and/or any law or regulation is required to indemnify and hold harmless HRT and/or TrafficCentral and any other member of the TrafficCentral Network who is damaged by the sending of said email, due to the TrafficCentral Network Member's act or omission of proper or complete identifying information in sending said email.
You should use a DOMAIN NAME REDIRECT or AD-TRACKING service to advertise or mention any HRT and/or TrafficCentral served or owned program using email. This restriction may not apply to banner ads, exit exchanges or start exchanges, safelists, or FFA lists which you directly control. In such case, email referring to the Sites, TrafficCentral, any Node in the TrafficCentral Network, any HRT and/or TrafficCentral services, TC Programs, Opportunities, or TC Business Opportunities is strictly prohibited. You may use non-double opt-in email marketing only when an email may be generated from your own opt-in list through your own email advertising, autoresponders, or mailing lists.This protects the HRT and/or TrafficCentral programs from malicious or misguided spam complaints. Multiple spam complaints threaten the continued existence of any program on-line and will result in your account being terminated immediately, including the loss of any remaining credits whether convertible to cash or otherwise.
Note also that adding any email address from any domains contained in the TrafficCentral Network to an autoresponder, newsletter or mailing list also constitutes spam, and will result in your account being terminated immediately, including the loss of any remaining credits whether convertible to cash or otherwise.
WARNING: In addition to termination of your account, any TrafficCentral Network Member (You) who sends emails that do not comply with the CAN-SPAM Act, any other anti-Spam Law, or this policy, and such action results in the termination of any HRT and/or TrafficCentral and/or TrafficCentral Network Member domain hosting account(s), will cause you to be the subject of legal action to recover liquidated damages in the amount of $1 million USD, actual damages, and monetary and incidental losses as a result of their action. HRT and/or TrafficCentral will prosecute you to the fullest extent of the law for violation of this Section.
7. Intellectual Property Rights.
a) Copyrights and Trademarks. All material in the Sites, and the software and/or technology used in the Sites, and the contract documents used by the Sites (including this Agreement) are protected by U.S. Federal Copyright law.On occasion, certain encryption software used to protect the files on the Sites may remove the copyright notice from the files. Whether or not any file contains a copyright notice, all files used by the Sites for any purpose whatsoever, are protected by U.S. Federal Copyright law. It may not be reprinted in any form, or hosted on any Web site without explicit permission.
Contracts are copyrighted and may not be hosted on another site, without an appropriate license to do so.In any event, you may not change any contract documents for which you have a license to use without the express written permission of TrafficCentral's Legal Counsel.
Articles.We may offer hard copy article reprint rights under some circumstances.We only very rarely give permission for articles to be hosted on another Web site.All articles are copyrighted and may not be hosted or reprinted without explicit permission. Newsletter issues are copyrighted in their entirety.HTML code (including all scripts and/or other software used on the Sites) including the arrangement of text and links is also covered by U.S. Federal Copyright regulations.
All Node Owners, Resellers, and Affiliates agree to assist TrafficCentral and HRT in enforcing their respective intellectual property rights including, but not limited to:reporting outright plagiarism any page or portion of any page contained on TrafficCentral.com, TrafficCentral.net, or the Sites;reporting any attempt by any person or entity to have a "copy"of the Sites or of TrafficCentral programmed or designed by anyone;reporting any website or web page that emulates or mimics in any way any and/or all TC Programs or TrafficCentral's Technology.
The owner of the Copyrights and Trademarks are either TrafficCentral, HRT, or other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, BACK ENGINEER, REVERSE ENGINEER, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER WHATSOEVER, THE MATERIAL CONTAINED ON OR WITHIN THE SITES, INCLUDING, BUT NOT LIMITED TO, TEXT, GRAPHICS, CODE AND/OR SOFTWARE, OR DATABASES.You may print and download portions of material from the different areas of the Sites solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. Publications, products, content, business opportunities, or services referenced herein or on the Sites are the exclusive trade marks (trademarks) or service marks (service marks) of either HRT or TrafficCentral. Other product and company names mentioned in the Sites may be the trademarks of their respective owners.
No individual or entity, other than the respective owners of TrafficCentral or HRT (including, but not limited to TC Node Owners, HRT Resellers, and HRT Affiliates) may include "TrafficCentral"or " HRT"or variations or misspellings thereof in any domain name whatsoever, whether used in relation to a TC Node, a HRT Reseller Site, or an Affiliate Link, nor may include any keywords contained in your Meta Tags, other than to say that you are "Authorized HRT Reseller"or "Affiliate of HRT"or "TrafficCentral Certified Node".Any other use of the terms "TrafficCentral"or "HRT"will be deemed to violate the intellectual property rights of the appropriate party and will be prosecuted to the fullest extent of the law.
b) Product Name Changes. Product, service, program, Business Opportunity, and Opportunity names may be forced to change due to trademark conflicts. If this occurs and you are a participant in a program, or have purchased products and/or services, or if you have licensed a Business Opportunity and the name changes, your participation in the program, your purchase of products and/or services, or your License under the prior name, will simply continue under the new name as mapped out by TrafficCentral.
c) Licenses and Idea Submissions. You agree to grant to TrafficCentral and/or a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform, any materials and other information (including, without limitation, ideas contained therein for new or improved products and services) you submit to any public areas of the Sites (such as bulletin boards, forums and newsgroups) or through e-mail to HRT or to TrafficCentral or any of their Subsidiaries, Directors, or Affiliated companies (all combined herein referred to as Recipients) or by all means and in any media now known or hereafter developed.You also grant to HRT and to TrafficCentral the right to use your name in connection with the submitted materials and other information as well as in connection with any advertising, marketing and promotional material related thereto without any form of compensation due to You. You agree that you shall have no recourse against any Recipients for any alleged or actual infringement or misappropriation of any proprietary right in your communications to any Recipients.
By posting messages, sending emails, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through any RECIPIENTS web site, you warrant and represent that you own or otherwise control the rights necessary to do so and to grant TrafficCentral and/or to HRT, the licenses set forth below.You hereby grant RECIPIENTS permission to:
The foregoing grants shall include the right to use and/or exploit any intellectual property or proprietary rights in such communication, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction.No compensation will be paid or due you with respect to TrafficCentral's and/or to HRT's or either of their sublicensees use of the materials contained within such communication. Neither TrafficCentral nor HRT, is under any obligation to post or use any materials you may provide, and may remove such materials at any time in TrafficCentral's and/or to HRT's sole discretion.
- (a) Use, modify, copy, distribute, transmit, publicly display, publicly perform, reproduce, publish, sublicense, create derivative works from, transfer, or sell any such communication.
- (b) Sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the communication.
- (c) Publish your name in connection with any such communication.
d) Patents and Patents Pending. TrafficCentral's exclusive NavFX, NavscreenFX, and Navscreentechnology, its MUTANT architecture, its methods of operation, its business model, and other aspects of the Sites are protected by United States and International Patent Law and currently maintain Patent Pending status.YOU MAY NOT COPY, REPRODUCE, BACK ENGINEER, REVERSE ENGINEER, REPUBLISH, UPLOAD, POST, OR DISTRIBUTE, IN ANY MANNER, ANY PORTION OF THE SITE(S), THE TRAFFIC CENTRAL SITE(S), OR SYSTEMS THAT ARE PROTECTED BY PATENT LAW.
You agree to indemnify, defend and hold harmless HRT, TrafficCentral, and each of their officers, directors, employees, agents, licensors, resellers, node owners, affiliates, suppliers, and any third party information providers to the Sites from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, and any liquidated damages as stated above, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Site on your behalf or at your request.
9. Third Party Rights.
The provisions of paragraphs 4 (Use of the Sites/Services), and 8 (Indemnification) are for the benefit of HRT and/or TrafficCentral and their officers, directors, employees, agents, licensors, suppliers, HRT 's Resellers and HRT 's Affiliates, and any third party information providers to the Sites. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
This Agreement may be terminated by either party without notice at any time for any reason.The provisions of paragraphs 1 (Structure of Network), 3 (Restrictions), 4 (Use of the Sites/Services), 5 (Exclusion of Warranties/Limitation of Warranties), 6 (Compliance with CAN-SPAM Act and anti-SPAM Laws), 7 (Intellectual Property Rights), 8 (Indemnification), 9 (Third Party Rights), 11 (Business Development Phase), and 12 (Miscellaneous) shall survive any termination of this Agreement.
11. Business Development Phase ("BDP").
Being that this is a new technology business, all Members in general, and TC Node Owners in particular, must be aware that the Company will have to adapt the business structure to the internet marketing arena. At this time, because the business is new, we cannot completely predict all of the changes that will need to be made to promote success of the business as a whole.Thus, TrafficCentral requests that TC Node Owners prepare to be particularly patient during the "Business Development Phase"("BDP").The BDP begins with the installation of the first node and is expected to continue until after there are at least 100 traffic producing nodes within the TrafficCentral Network, including a minimum of 10 international nodes.
While the technology is evolving, there are some cases where the arguments on a URL may not be passed to certain programs. While this is anticipated to not be seriously impacting problem in general, it may occur during the BDP and/or development and testing phases of new programs or technologies.
We reserve the right to setup advertising at our cost and our expense to advertise your site and send you free visitor traffic or yield additional banner impressions on your sites' behalf at no cost to you.In some cases, during business development phase, this can be a benefit to you as a member and us as a company.We may do this without notification to you.
During the BDP, you must contact TrafficCentral to verify that the site you are at is not a test site.
During the BDP, there may be defects relating to your account. If you realize that there are any defects related to your account, you may notify HRT via email. However, during the BDP, any problems brought to the attention of HRT may be corrected, as possible, but without any modification to any credit balance within your account.
a) If any part of this Agreement is declared void, this Agreement shall, to the maximum practicable extent, be construed without reference to that part. No term or provision of the Agreement shall be waived unless in writing and signed by the party waiving the provision, and any waiver shall apply only to the specific event or situation which it describes and shall not be continuing. No Member, Participant, Customer, Affiliate, Reseller, or Node Owner may assign or sublicense this Agreement without both HRT's and TrafficCentral's prior written consent.
b) All legal or other fees incurred in collecting returned checks or declined credit cards or any other lack of payment will be paid by the customer.In the event that we do not receive payment within 30 days, we have the right to charge interest.
c) IF THE FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE, HRT'S AND/OR TRAFFICCENTRAL'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO ANY PERSON OR ENTITY SHALL IN NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE PRODUCT, SERVICE, AND OR OPPORTUNITY (LICENSE).
d) To the extent you have in any manner violated or threatened to violate HRT's and/or TrafficCentral's intellectual property rights, HRT and/or TrafficCentral may seek injunctive or other appropriate relief in any state or United States federal court in the State of Florida, USA and you consent to exclusive jurisdiction and venue in such courts. Use of the Sites and of the TrafficCentral Network is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.You agree that no joint venture, partnership, employment, or agency relationship exists between you and HRT and/or TrafficCentral as a result of this agreement or use of the Sites and/or the TrafficCentral Network. HRT's and/or TrafficCentral's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of HRT's and/or TrafficCentral's right to comply with governmental, court and law enforcement determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
e) This Agreement shall be governed and construed in accordance with the laws of the State of FL and The United States of America applicable to agreements made and to be performed in the State of FL and in The United States of America.You agree that any legal action or proceeding between HRT and you for any purpose concerning this Agreement or the parties' obligations hereunder or between TrafficCentral and you for any purpose concerning this Agreement or the parties' obligations hereunder, will first attempt to be resolved with the help of a mutually agreed-upon online mediator. Any costs and fees (other than attorney fees) associated with the mediation will be shared equally by each of us.
f) If it proves impossible to arrive at a mutually satisfactory solution through online mediation, we agree to submit the dispute to binding arbitration at the following location:for legal actions or proceedings between TrafficCentral and you, in Sarasota County, Florida, USA; for legal actions or proceedings between Universal Protector and you, in Sarasota County, Florida, USA;for legal actions or proceedings between HRT and You, Sarasota, FL, USA; for legal actions or proceedings to which both TrafficCentral and HRT are parties, in Sarasota County, Florida, USA, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.
In no case shall You have the right to go to court or have a jury trial.You will not have the right to engage in pre-trial discovery except as provided in the rules;you will not have the right to participate as a representative or member of any class of claimants pertaining to any claim subject to arbitration;the arbitrator's decision will be final and binding with limited rights of appeal.
g) Any cause of action or claim you may have with respect to the Sites, the Products, the TC Products, the Opportunities, the TC Opportunities, the Services, or the TC Services, must be commenced within ninety (90) days after the claim or cause of action arises or such claim or cause of action is barred. HRT's and/or TrafficCentral's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Either or both HRT and/or TrafficCentral may assign its rights and duties under this Agreement to any party at any time without notice to you. Use of headings in this document is for convenience only and does not identify legal boundaries or terms explicitly. Presentation of this document within the confines of screen/browser real estate of a web page or web document does not diminish its intended use or identify legal boundaries or terms explicitly.
h) HRT and/or TrafficCentral may modify this License Agreement/Terms and Conditions (of Use), and the agreement they create, at any time, simply by updating this posting and without notice to you.This is the ENTIRE agreement regarding all the matters that have been discussed.
i) Either HRT and/or TrafficCentral may transfer any rights or responsibility that either may have to any person or entity whatsoever. Nothing herein shall alter or encumber the right of either HRT and/or TrafficCentral to transfer any such rights or responsibilities. Any transfer by HRT and/or TrafficCentral shall cause this License, and any other License Agreement then in effect (as well as any other contract between you and the transferring party) to transfer simultaneously, all without permission.
For additional Terms and Conditions set forth by HRT and as are incorporated into these Terms and Conditions by reference, Click Here to see the additional Terms and Conditions that you are agreeing to by use of this Site, The Sites, or by entering into any related formal agreements with Us.
Any rights not expressly granted herein are reserved.