As part of the subscription process for this site, you have selected or been
assigned a specific password in accordance with our password guidelines. HEREBY
YOU AGREE THAT YOU ARE THE ONLY INDIVIDUAL ENTITLED TO ACCESS THE SITE USING
YOUR USER NAME AND PASSWORD, AND YOU AGREE NOT TO PERMIT ANY OTHERS TO ACCESS
THE SITE USING YOUR USER NAME AND/OR PASSWORD. You agree that all actions taken
by you, or any other user that accesses the site using your email address and/or
password, at or through the site will be legally binding you, even with respect
to acts for which the user had no actual authority or made an error. You assume
and will bear all resulting liability from use of the site and any services
available on or through it by you or others using your user name and password.
If you lose your password, please click the "Forgot your password?" link on the
The Web site located at www.franktrax.network (“The Site”) is provided by
Traffic Express LLC., a company duly registered under the laws of Delaware,
Department of State, Division of Corporations file number 5538724, with
registered office in the State of Delaware at 3500 South Dupont Highway, Dover,
19901, DE, and your access to and use of the site is governed by this Affiliate
THIS AFFILIATE AGREEMENT (the "Agreement"), together with any amendments, are
entered into by and between Traffic Express LLC., a company duly registered
under the laws of Delaware, Department of State, Division of Corporations file
number 5538724, with registered office in the State of Delaware at 3500 South
Dupont Highway, Dover, 19901, DE, ("Traffic Express LLC.") and the applying
party submitting information for the Application For Affiliate Status (the
"Affiliate"), also referred to herein jointly as the parties ("Parties", each a
"Party"). This Affiliate Agreement supplements all other Campaign Terms,
agreements, contracts, and/or all legal binding relationships subsequently
agreed to between the Parties.
WHEREAS, Traffic Express LLC. and Affiliate desire to provide for the terms and
conditions of this Affiliate Agreement as more specifically set forth herein;
THEREFORE, the Parties agree to be legally bound as follows:
1.1. "Opt-in" or "Opted-in" means that the consumer has made an active,
affirmative choice to receive Ads from the Affiliate. It may be done by any and
all Affiliate action(s)
1.2. "User" means any person and/or legal entity acting through such person and
using the Internet.
1.3. "Action" means a User's completion of an action (such as a click, sale,
lead, sending message or call) defined by the Advertiser or Traffic Express LLC.
1.4. "Network", “Traffic Express LLC. Network” means the advertising network
operated by Traffic Express LLC., which is made up of Affiliates and Advertisers
and consist of information messages and/or advertisement(s) web site(s) and
Traffic Express LLC.’s required technical infrastructure for the process. The
Network may include different information resources, functionalities and
services at different times but they will be all operated, accessed to or
provided by or through Traffic Express LLC.
1.5. "Advertiser" means the advertiser, merchant or advertising agency providing
advertisements to Traffic Express LLC. for use, promotion etc., including use by
1.6. "Ad" means the advertisement in the form of graphics and/or text and/or
link(s) supplied to Traffic Express LLC. for inclusion in the Traffic Express
LLC. Network or developed by Traffic Express LLC. and to be made available for
Affiliate and/or other’s use.
1.7. "Spam" means unsolicited bulk email where recipients have not agreed in
advance to receive Ads.
1.8. "Campaign Terms" means the specific guidelines, targeting, conditions and
characteristics for each Advertiser campaign as listed in the Traffic Express
2.1. From time to time, Traffic Express LLC. may amend, replace or supplement
this Agreement, including but not limited to changing Advertiser payouts, rights
and obligations of the Parties, etc. The new version of the Agreement shall be
published online on the site of Traffic Express LLC. and this shall be
considered notifying of all Affiliates. Should the parties do not object in
writing within 5 (five) days after such alteration took place and being
published, the Agreement shall be considered valid and accepted, therefore
legally binding for the Parties.
3. Affiliate Requirements.
3.1. Every Affiliate is subject to review and may be rejected, respectively the
Agreement cancelled for any or no reason and at any time by Traffic Express LLC.
without any compensation or remuneration due to the Affiliate or any other third
3.2. Affiliate must be 18 years of age or older, respectively the Legal Entities
– to be duly registered and active at the respective territory they operate.
3.3. Affiliate must submit valid and correct contact information, including but
not limited to name, e-mail address. Affiliate must ensure this information will
be up-to-date at all times within the Traffic Express LLC. Network. Affiliate
must accurately, clearly and completely describe all promotional methods in
their descriptions and provide additional information when necessary or asked to
be provided by Traffic Express LLC. Legal entities are required to provide the
respective information for their legal representative. Any documents may be
requested by Traffic Express LLC. in order to acquire such information.
3.4. Affiliate must not be associated with, involved in or perform any illegal
activity, or obscene, racist, or hateful content, or deceptive advertising,
piracy, libelous or defamatory statements.
3.5. Affiliate account must be maintained active at all times. If an Affiliate
account does not generate any revenue for a period of 45 (forty-five days) days,
Affiliate account shall be suspended and Affiliate will lose all connections to
other Affiliates referred by the Affiliate before the time of suspension.
4. Affiliate Rules.
4.1. Failure to adhere to any of the following rules shall be considered a
violation of the Agreement and will result in immediate termination of the
Agreement; respectively the Affiliate will be excluded from the Traffic Express
LLC. Network with forfeiture of all earnings due to Affiliate without any
compensation owed to the Affiliate whatsoever.
4.2. Affiliate must not load Advertiser's website within a frameset or iframe or
any other such or similar means, unless prior written approval is obtained from
Traffic Express LLC.
4.3. Affiliate must not alter and/or modify the Ads and/or any of their parts
supplied by Traffic Express LLC. or through the Network in any way unless prior
written approval is obtained from Traffic Express LLC.
4.4. Affiliate must acknowledge and indicate whether he/she uses incentive
traffic, and only offer incentives to Users to respond to Ads with permission
from Traffic Express LLC. and the Advertiser as indicated on the Network and
Campaign Terms, or in writing. Traffic Express LLC. reserves the right to define
the term incentive and Affiliate agrees to such definition and hereby waives
his/her right to object to it. Should there is no acknowledgement or
notification or such has not been confirmed by Traffic Express LLC. in writing
in advance, usage of incentive traffic shall be considered fraudulent activity.
4.5. Affiliate must not make any misleading or disparaging statements, oral or
written, about any Ad, Advertiser Traffic Express LLC., The Network or in any
way related to any activity hereto.
4.6. Affiliate must agree to receive and review all communications from Traffic
Express LLC. This communication could be in the form of e-mail, instant message,
other text message, postal mail or telephone.
4.7. Affiliate must not generate any Actions in bad faith, unfair means or
through fraudulent mechanisms. This includes, but is not limited to, generating
own or to any related in any way to the Affiliate persons Actions using manual
or automated processes, misrepresenting product or service offered by
Advertisers, deceiving Users into obtaining product or service offered by
Advertisers, and encouraging or educating Users to cancel any product purchase
or service provided by Advertisers.
4.8. Affiliate must not share, lend, lease, sell, give access to or transfer
their account to any third party unless prior written approval is obtained from
Traffic Express LLC..
4.9. Any Affiliate engaged in the distribution of Ads via email must comply with
all of the following rules:
4.9.1. Affiliate must distribute Ads only to those recipients who have Opted-in
to receive such email from the Affiliate. Traffic Express LLC. prohibits the use
of Spam. Any use of Spam whatsoever by Affiliate will result in the forfeiture
of Affiliate's entire commission for all campaigns, and the termination of the
Affiliate's account. Affiliate will also be held liable for any and all damages
resulting from a violation of this provision including reasonable court costs,
attorney’s fees, expert remuneration, compensation for the Traffic Express LLC.,
any third parties, etc.
4.9.2. If requested by Traffic Express LLC., Affiliate must be able within 24
hours after such request, to provide the name, date, time, IP address and URL
where the User gave permission to the Affiliate to receive such Ads through
4.9.3. Affiliate must ensure each email recipient is provided with a valid
opt-out mechanism within each email delivered in order for the recipients to
"opt-out" of future mailings from Affiliate.
4.9.4. Affiliate must not use the Advertiser or Traffic Express LLC. name
(including any abbreviation thereof) in the originating email address line
("From" line) or subject line of any email transmission, unless specific
permission is given otherwise.
4.9.5. Affiliate must not use falsified or incorrect sender information or
falsified or incorrect IP Addresses.
4.9.6. Affiliate must use only pre-approved in writing by the Advertiser or
Traffic Express LLC. subject lines and from lines as set out in Campaign Terms.
Hereby the Affiliate irrevocably grants Traffic Express LLC. to formulate any
and all EMAIL MARKETING OBLIGATORAY CAMPAIGN TERMS and Affiliate agrees to
comply fully with these.
4.9.7. Affiliate must use only legitimate, full and correct routing information.
Users, and it must be in compliance with all FTC and good practice, guidelines,
rules and regulations in respect to online privacy and hereby warrants that
accordance with any applicable local or international laws and good practices.
4.9.9. Affiliate must ensure each email contains Advertiser's unsubscribe
mechanism as set out in Campaign Terms.
4.9.10. Affiliate must not send email to any email address or domain contained
in an Advertiser's suppression list as set out in Campaign Terms.
4.9.11. Affiliate must ensure each email clearly contains the Affiliate's real
physical address, which cannot be a PO BOX.
4.9.12. Affiliate must comply with all instructions from Traffic Express LLC.
and Advertiser as set out in Campaign Terms.
4.9.13. Affiliate must comply with any and all applicable rules, regulations and
laws, specified or not within this Agreement, in respect to email distribution
and advertising and relating thereto, including all instructions of Traffic
4.10. Affiliate must have his own personal payment method. Duplicate payment
emails/methods are not allowed.
5. Advertising Services and Warranties.
5.1. Traffic Express LLC. will provide the Affiliate with a link to promote
which will send his traffic to the best converting offer available for a given
country, according to the Traffic Express LLC.’s calculating algorithm. The best
converting offer shall be decided entirely and solely by Traffic Express LLC.
and no Affiliate may object to such decision. The Affiliate can request more
than one link if he/she needs and it's up to Traffic Express LLC. personal to
determine either or not the Affiliate is to receive another link depending on
his recent performance based on earnings. If an Affiliate is not using or
working with (no traffic is sent to) a link(s) for more than 7 days the link(s)
is automatically marked as FREE and given to another Affiliate to use. If the
Affiliate haves a credible, compelling and valid reason for not using it for 5
days, but still wants to continue working with this link(s) he/she may contact
Traffic Express LLC. and suggest to make a separate agreement for it.
5.2. On Traffic Express LLC an Affiliate can monitor his earnings in real time
if technical conditions and the media allow it. In some (very rare) cases
there's a drop-out, which means that the pixel sent from the advertiser to
Traffic Express LLC. doesn't arrive on time. In those cases the conversion and
earnings are not showing on Traffic Express LLC.’s web site. Every morning
around 09 AM (CET) those drop-outs are filled in manually by taking original
data from the advertisers and adding it to the Traffic Express LLC. database.
Those earnings appear as conversions made the previous day of when the data is
manually filled in. All such alterations are final and undisputable and entirely
at the Traffic Express LLC.’s discretion.
5.3. Provided that Affiliate complies with all provisions of this Agreement and
Campaign Terms, Traffic Express LLC. hereby grants to Affiliate a non-exclusive,
non-transferable, limited, revocable right to market, display, perform, copy,
transmit, and promote the Ad in connection with its obligations hereunder; and
market display, perform, copy, transmit, and promote the Ad to third parties in
connection with its obligations hereunder. Affiliate's use of Ads or copyrighted
materials in violation of this Agreement is strictly forbidden and will result
in this limited rights being immediately withdrawn and may further result in the
termination of the Affiliate's account and being held liable under applicable
law and forfeit of all earnings of the Affiliate with no compensation paid by
Traffic Express LLC. whatsoever.
5.4. Traffic Express LLC. sole obligation to the Affiliate under this Agreement
with respect to Ads shall be to provide such Ads, if any available, for use in
their advertising efforts. The advertising services provided by Traffic Express
LLC. are provided "as is". Traffic Express LLC. makes no warranties, guaranties,
promises, or estimates, expressed or implied, oral, written or otherwise except
as specifically set forth herein, and does not guarantee, including but not
limited to, demographic or economic profiling of Users, click to Action
conversion rates, response rates or conversion rates from Action to sale.
5.5. No additional warranties are provided by the Traffic Express LLC.
6. Commission Earnings and Payments.
6.1. Traffic Express LLC. shall send Affiliate's commission payment only in USD
if the amount due to Affiliate exceeds either one hundred dollars USD or the
minimum payment amount requested by Affiliate, whichever is higher. For
Affiliates using online payment processors such as PayPal, Skrill, Payoneer and
Paxum but only these from the acceptable payment options as listed on the
franktrax.network web site payments minus all the transfer fees are made every
week from Monday to Friday for the earnings generated in the week before last.
Wire Transfer is an additional payment option for those that have trouble
opening an online payments account. In this case Affiliate's commissions minus
all bank taxes and fees will be transferred between Monday and Friday of the
first full calendar week after the month has ended and only if Affiliates
commissions exceeds their payment threshold. Commissions will only be earned on
Actions reported by the Advertiser, and only after Traffic Express LLC. receives
full payment from the Advertiser. Traffic Express LLC. is under no obligation to
pay Affiliates for Actions which are not paid by the Advertiser. All and any
payments, earnings, commissions owed to the Affiliate may be withhold solely at
Traffic Express LLC.’s discretion when there is a suspicion of violation of any
of the obligations of the Affiliate under this Agreement or the Advertiser’s
notice for such. After a thorough investigation on the case takes place, Traffic
Express LLC. is entitled to make their final decision.
6.2 When the Affiliate sings up with Traffic Express LLC. they are placed on a
Trial Period which puts all of their payments on hold negating the payment
schedule mentioned in 6.1 until the Trial Period expires. The Trial Period lasts
usually until the end of the fourth calendar week of the Affiliate with Traffic
Express LLC. reserves the right to prolong the Trial Period, withhold all or
some of the payments and to terminate the Affiliate's account at Traffic Express
LLC.'s sole discretion with no compensation whatsoever if the Affiliate has
shown any signs of suspicious or fraudulent activity, has violated any of the
terms in this Agreement or has taken any actions that might have put the Traffic
Express LLC. or Advertiser’s reputation in danger.
6.3. In the event of non-payment by an Advertiser, and If Traffic Express LLC.
decides at its own discretion not to make payment to Affiliate, an Affiliate's
recourse for any earned commissions not paid shall be to make a claim against
the relevant Advertiser(s), and Traffic Express LLC. disclaims any and all
liability for such payment and the Affiliate agrees that he/she will not held
Traffic Express LLC liable for any such amounts due.
6.4. Traffic Express LLC. or the Advertiser may reverse any Action generated by
the Affiliate with no compensation whatsoever. Circumstances for Action
reversals include but are not limited to duplicate Actions, fraudulently
generated Actions, non-payment, Affiliate's failure to comply with any part of
the Agreement, invalid or incomplete data, or product returns. Reversals may be
applied at any time, including for Actions during a period where payment has
already been issued to the Affiliate and may be compensated with other
commissions or amounts owed to the Affiliate.
6.5. In the event reversals are applied to Actions for which an Affiliate has
already been paid, Affiliate is required to return payment for these Actions to
Traffic Express LLC. or compensate with future earnings. Hereby the Affiliate
agrees that Traffic Express LLC. is authorized to do so on the Affiliate’s
6.6. Any fees incurred or miscalculated earnings of the Affiliate due to
inaccurate information provided to Traffic Express LLC. will not be the
responsibility of the latter.
7. Referral Program.
7.1 Affiliate shall earn a 5% referral fee on the generated revenue of
any other new Affiliates (excluding bonuses, rewards, additional payouts,
Affiliate earnings where the Affiliate is an advertising network, and referral
income) who have been referred to franktrax.net using the specified link code,
provided by the Network. Affiliate shall earn this fee on the commission
payments of a referred Affiliate for a period of twelve (12) months after the
referred Affiliate signs up with the Traffic Express LLC. Network.
7.2 It is forbidden for an Affiliate to make a second account registration as
his own referral in order to receive any referral fee. Secondary accounts held
by Affiliate are excluded from the referral program. It is not accepted to have
a referral that has the same payment method and same ID as the Affiliate.
Siblings and other close family members, people sharing household, related
business wise – i.e. controlling or being controlled with more than 10 % of the
capital of the relevant legal entity, manager, CEOs, any other service providers
or clients of the Affiliate for activities, related to or considered suspicious
for generating false referrals shall not be considered as valid referrals and do
not qualify for referral bonuses.
7.3 Traffic Express LLC. reserves the right to terminate an Affiliate referral
program, in whole or in part, at any time for any reason, including but not
limited to fraud, questionable or suspicious activity, or breach of any part of
the terms set out in this Agreement or Campaign Terms. If an Affiliate's account
gets deactivated for any reason including but not limited to insufficient
traffic, Affiliate loses their right to any further fees remuneration,
commissions and all earnings from the referral program even if their account
gets reactivated at a later time without any compensation whatsoever.
8. Representations and Warranties.
8.1. Each Party represents and warrants they have full right, power,
representation and authority to enter into this Agreement, to grant any and all
the rights granted and to perform all the acts required of it.
8.2. Each Party represents and warrants that they had reviewed the text of this
Agreement received professional counselling or decided not to do so but are
fully aware of all legal implications of this Agreement and are willing to enter
into such binding relationship with the other Party.
8.3. The Affiliate represents and warrants to Traffic Express LLC. that: (a)
possess the full and unlimited legal rightq ability and will to enter into this
Agreement; (b) all information submitted by the Affiliate to the Network is
true, accurate and complete without omissions of any parts, it is current and is
and will be kept up to date at any time.; (c) the Affiliate will be responsible
for all and any use of their username and/or password even if such use was
conducted without their authority or explicit permission; (d) the Affiliate is
are at least 18 years old and above the legal age for legal consent in the
jurisdiction of their residence, and (e) the Affiliate will not use the Network
or any of its parts for any purpose that is unlawful or prohibited in any way by
any part of this Agreement.
8.4. Further The Affiliate states and represents and warrants that in their
activity they do not will not promote any content which depicts or involves (i)
child pornography, (ii) any photographs or performances of a sexual nature
depicting persons who are less than eighteen (or twenty-one in places where
eighteen is not the age of legal age and maturity) at the time that they render
their performances, (iii) use any terms referring to such (including but not
limited to “pre-teen”, “lolita”, “pedo”, etc), (iv) any matter that can be
freely accessed and viewed by persons under the age of eighteen (or twenty-one
in places where eighteen is not the legal age and maturity) and which may be
considered harmful or an indecent communication if accessed or viewed by such
persons, or (v) any other message or communication of any kind which is or might
be illegal, harmful, violent, threatening, abusive or hateful.
8.5. Each Party acknowledges that the other Party makes no representations,
warranties, or agreements related to the subject matter hereof that are not
expressly provided for in this Agreement.
9.1. Affiliate shall not solicit or recruit, directly or indirectly, any
Advertiser that is known to Affiliate to be an Advertiser of Traffic Express
LLC., for purposes of offering products or services that are competitive with
Traffic Express LLC., nor contact such Advertisers for any purpose, during the
term of Affiliate's membership in the Traffic Express LLC. Network and for the
twelve (12) month period following termination of Affiliate's membership in the
Traffic Express LLC. Network.
10. Limitation of Liability.
10.1. UNDER NO CIRCUMSTANCES SHALL Traffic Express LLC. BE LIABLE TO THE OTHER
AND/OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES OR COSTS, DIRECT OR INDIRECT, (EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM AFFILIATE
PARTICIPATION IN Traffic Express LLC.’S NETWORK. Traffic Express LLC.SHALL NOT
IN ANY EVENT BE LIABLE TO AFFILIATE FOR MORE THAN THE AMOUNT PAID TO AFFILIATE
FOR THE LAST 3 MONTHS. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST
Traffic Express LLC.MORE THAN ONE YEAR AFTER THE DATE OF SUCH OCCURENCE.
10.2. All content, software and other services provided at or found on this Site
and or Network are provided “as is” and with “all faults”, without warranties of
any kind, and Traffic Express LLC. hereby disclaim all warranties, express,
implied, or statutory, including without limitation any implied warranties of
merchantability, fitness for a particular purpose, title and non-infringement.
Specifically, but without limiting the generality of the foregoing, Traffic
Express LLC. does not make any warranties regarding the following: (a)
Availability of the site at any particular time; (b) Accuracy of the content or
how current any content is that is found on the site; (c) Transmissions To, From
or Within the site; (d) Functionality; (e) Lack of viruses; (f) Compliance of
the software, services and content provided under this agreement with Canadian,
Federal or Provincial laws; or (g) that the software, content or services
contained in the site will meet any particular criteria of performance or
Affiliate agrees to not to hold Traffic Express LLC. or Advertisers liable for
any of the consequences of interruption or service.
11.1. Affiliate hereto agrees to indemnify and hold harmless Traffic Express
LLC., Advertiser and each of its agents, officers, directors and employees,
legal, service providers against all liability to third parties resulting from
the acts or failure to act of such indemnifying party, or any act of its
customers or users. Affiliate is solely responsible for any legal liability
arising out of or relating to the Affiliate's website(s), any material to which
Users can link through the Affiliate's website(s) and/or any consumer and/or
governmental/regulatory complaint arising out of any of the above, including
e-mail campaign or other advertising campaign conducted by Affiliate, including
but not limited to any Spam or fraud complaint and/or any complaint relating to
failure to have proper permission to conduct such campaign to the consumer.
Affiliate agrees to indemnify and hold Traffic Express LLC harmless, and any
their attorney's fees and costs, if they become liable for or incur any damages
in connection with Affiliate’s breach of this Agreement, activity, inactivity or
non-performance of any kind. The Affiliate may not settle any dispute without
prior written consent of Traffic Express LLC, which may only be given in a
non-electronic writing formsigned by an authorized representative of Traffic
12.1. Affiliate agrees to refrain from disclosing any Traffic Express LLC.’s
confidential information or the Advertiser's confidential information (including
but not limited to commission rates, conversion rates, email addresses, fees,
identities of Advertisers, clients lists, campaigns, know–how for the business
model or any parts of such, ) to any third-party without prior written
permission from Traffic Express LLC..
12.2. The Site and the Network contains proprietary information of Traffic
Express LLC or such granted to them by others and which is protected by
copyright and other laws respecting proprietary rights. Traffic Express LLC
retains all rights for the material and media, including (without limitation)
all copyright and other proprietary rights worldwide in all media. The Affiliate
may not use it except as expressly permitted under this Agreement.
12.4. The Affiliate acknowledges that any of the information (including the
licensed materials contained therein) is highly proprietary in nature and that
unauthorized copying, transfer or use may cause Traffic Express LLC and/or third
parties significant irreparable injury that cannot be adequately compensated for
by means of monetary damages. The Affiliate agrees that any breach of this
provision may be enforced by Traffic Express LLC or third parties even though
they are not a party to the Agreement, by means of equitable relief (including,
but not limited to, injunctive relief) in addition to any other available rights
and remedies, including but not limited to the Affiliate’s earnings.
12.5. Affiliates agree that may not and may not permit others to: reproduce,
publish, distribute, sell, or otherwise access or use any material retrieved
from or contained in or on this Site and or Network in any manner whatsoever
that may infringe any copyright or proprietary interest of Traffic Express LLC.;
distribute the information or any parts of it contained in and on this Site to
other Users; distribute, rent, sublicense, lease, transfer or assign the
information or Agreement; nor alter to any extend this Site or information
contained in or on this Site or any software contained therein, or translate,
modify, or adapt it to create derivative works. Unauthorized reproduction,
transfer, alteration and/or use is a violation of criminal and the civil law and
may result in prosecution and civil liability.
12.6. By accepting the present Agreement the Parties make a mutual
confidentiality declaration relating to the conditions and circumstances of the
present Agreement AND ALL INFORMATION related to it to be qualified as trade
secrets and confidential information even if no marked so and state that they
bear liability for every sanction arising from the infringement of the
12.7. Each Party shall keep confidential all confidential information obtained
from the other Party. Neither party shall disclose any information not of a
public nature concerning the business or any characteristics of the other Party.
12.8. The obligations of this Section, shall not apply to any information, which
is generally known to the trade or to the public at the time of such disclosure;
provided, however, that such general knowledge is not the result of a disclosure
in violation of this Section;
13. Force Majeure.
13.1. Neither party shall be deemed in default of this Agreement to the extent
that performance of its obligations or attempts to cure any breach are delayed
or prevented by reason of any act of God, natural disaster, accident, terrorism,
riots, acts of government, or any other cause beyond the reasonable control of
such party; provided, that the party whose performance is affected by any such
event gives the other party written notice thereof within ten (10) business days
of such event or occurrence and independent confirmation of a Chamber of
Commerce and Industry, approved by Traffic Express LLC..
14.1. The Parties to the Agreement are independent non-exclusive contractors.
Neither Party will have any right, or authority to enter into any agreement on
behalf of, or incur any obligation or liability of, or to otherwise bind the
other Party, nor is either party an agent, representative, partner, employee, or
joint venture of the other Party. Therefore any and all dues, taxes, expenses,
payments to any governmental, medical, pension or other bodies, express or
implied by any applicable legislation shall be borne by any of the Parties due.
To avoid any doubt, Traffic Express LLC. shall not be held liable for any such
or other payments owed by the Affiliate and any third Parties and related to any
activity under this Agreement.
15.1. Traffic Express LLC. reserves the right to withhold payment and take
appropriate legal action to cover its damages against any Affiliate or third
party, related to the Affiliate that violates the terms of this Agreement or
breaches the representations and warranties set forth in this Agreement, or any
law, rule or applicable regulations or good practice or commits fraudulent
activity against Traffic Express LLC., any Advertiser or in any way related to
their rights. Except as otherwise specified, the rights and remedies granted to
a Party under the Agreement are cumulative and in addition to, not in lieu of,
any other rights and remedies which the Party may possess at law or in equity.
16. Entire Agreement.
16.1. This Agreement constitutes the entire and only agreement and supersedes
any and all prior agreements, whether written, oral, express, or implied, of the
Parties with respect to the transactions set forth herein.
17.1. This Agreement may be terminated by either Party with a 14 days prior
written notice. This Agreement may be terminated immediately including without
any notice for breach of any of the obligations of the Affiliate under this
17.2. An Advertiser may terminate Affiliate from the Advertiser's program for
any or no reason at any time with no compensation whatsoever.
17.3. Upon termination of this Agreement, any permission granted under this
Agreement will terminate, and Affiliate must immediately remove all Ads and link
18. Disputes Resolution
18.1. Any disputes shall be solved in an amicable way and through negotiations
otherwise Traffic Express LLC. reserves the right and the Affiliates agrees that
the final decision for any case shall be entirely subject to resolution of the
CEO or other person, authorized by Traffic Express LLC.
19.1. All notifications shall be done electronically and to the email used by
the Affiliate when signing-up. Every notice will be deemed delivered 24 hours
after the email is sent even when the email address is invalid but the Affiliate
has not altered it in their registration.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
and binding upon Affiliate's use of the Site and confirmed every time they sign
A sign up procedure is finished after submission and Traffic Express LLC.
acceptance of Affiliate's properly completed Affiliate network application
without need for further action by The Affiliate