2. The Service
4. Contents and Positioning
5. Placement of Ads on Platforms
6. Reporting, Fees and Payment of the User (Advertiser)
7. Recurring Transaction
8. Reporting, Earnings and Payment to the User (Publisher)
9. Representations, Warranties and Covenants
10. Fraudulent Activity
11. Limitation of Liability and Disclaimer of Warranty
13. Assignment, Governing Law and Jurisdiction
15. Intellectual Property Rights
17. Force Majeure
Propeller Ads Limited (Cyprus), Propeller Ads s.r.o. (Czech Republic) and Propeller Ads Limited (Isle of Man) (the, "Trads", "We", etc.) being an advertising network that provides services for products monetization and promotion, connecting Publishers and Advertisers (Users) through such service globally (the, "Service"), and
You (the, "User", "You", "Yours", etc.), being a blogger and owner/administrator/controlling person of an online Platform, who seek to advertise and/or promote your own goods, services, results of intellectual or other activities owned by Users, or having sufficient authority to enter into present Agreement by registering as a Publisher and/or as an Advertiser for the Service, and
Trads has offered its Service to the User through www.Trads.io
website and Trads mobile application (the, "Program", "Network" etc.) and User's personal account, and the User decided to utilise the Service,
Trads and User hereby agree as follows:
BY CHECKING THE BOX AND CLICKING "I ACCEPT" BUTTON, AS APPLICABLE, AND/OR BY PARTICIPATING AND BY CONTINUING TO PARTICIPATE IN THE SERVICE AND ACTING AS A USER (FULFILLING PUBLISHER AND/OR ADVERTISER ACTIONS) FOLLOWING OUR PUBLICATION OF THE REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE/MOBILE APPLICATION, YOU (A) CONFIRM THAT YOU ARE AWARE AND COMPLY WITH PRESENT AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACCEPT THAT EACH OFFER MAY HAVE ADDITIONAL TERMS AND CONDITIONS ON PAGES WITHIN THE TRADS NETWORK AND ARE INCORPORATED AS PART OF THIS TRADS SERVICE AGREEMENT; (C) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM/SERVICE/OFFERS/AD CAMPAIGNS AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; (D) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT; AND (E) AGREE TO RECEIVE DIRECTLY TO YOUR E-MAIL NEWSLETTERS, TRAFFIC MONETIZATION INSIGHTS, LATEST PROMOTIONS, CASE-STUDIES AND TUTORIALS FROM US.1. Definitions
1.1. "Ad(s) or Advertisement(s)" – means, photos, videos, promotional texts, or other creative materials or similar generated by advertiser's web-servers in response to a query from Trads.
1.2. "User" – means a blogger who owns/administers/controls an online Platform, who has decided to enter into this Agreement by registering and acting as a Publisher and/or as an Advertiser and to assign Trads to provide Services in accordance with the terms and conditions of this Agreement.
1.3. "Publisher" – means a natural or legal person who wishes to become a User and to participate in an Offer available in the Trads Network and to use/link/place/display a particular Ad/Advertisement to its/his/hers online Platform/personal page, aiming the successful completion of that particular Offer through the Qualified Action of end user(s).
1.4. "Advertiser" - means a natural or legal person who wishes to become a User and to establish conditions/specifications for Ad(s) or Advertisement(s) that are necessary for the successful completion of Offers.
1.5. "User account(s)" / "account(s)" – means the User's account (Publisher or Advertiser account) at Trads web-site www.Trads.io
and Trads mobile application.
1.6. "Platform(s)" – means a resource available on Internet and which the User has the right to edit and publish on. A personal page owned by the User on the rights of management.
1.7. "Content(s)" – means all ad content, related technology and tags provided by Advertiser that are subject to the Services under this Agreement and all textual, visual, or aural content that is encountered as part of the User's Platform. It may include documents, data, applications, e-services, images, audio and video files, personal web pages, archived e-mail messages, and etc.
1.8. "Trads Offer(s) (Offer or Offers)" – means Offers available for Users registered as Publishers in the Trads Network, each Offer includes specifications relating to Ad(s) or Advertisement(s) that are to be used/linked/placed/displayed on the online Platforms/personal pages. Offers are considered to be completed through the Qualified Actions of end user(s).
1.9. "Trads Network" – means Trads's Network offering the Service to the User, available at www.Trads.io
and Trads mobile application, which includes Publishers and Advertisers as also Offers available for Publishers and Ad(s) Campaigns/specifications of Advertisers.
1.10. "Trads Network Property" – means any website, application, content, property or any other media owned, operated, or provided by a company within the Trads Network upon which Trads places Ads.
1.11. "Confidential Information" – will include any information, whether provided in writing, orally, visually, electronically or by other means, related to the Service(s) and/or business of a party and is treated as confidential or secret by the party, including but not limited to (i) all information marked as "Confidential," "Proprietary," or similar legend by the disclosing party ("Discloser") when given to the receiving party ("Recipient"); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary.
1.12. "Effective Date" – means the date of adoption of the terms of this Agreement by the User or in the absence of its signature, the date when the User set up a User account with Trads.
1.13. "Qualified Action(s)" – means when an individual person (i) accesses Ads used/linked/placed/displayed on User Platform, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not generated based on a system of rewards and/or not otherwise considered to be incent, (iv) is not using pre-populated fields (v) completes all of the information required for such action within the time period allowed by Offer(s) and/or fulfils any other action required by a specific Offer and (vi) is not later determined by Trads and/or the User concerned to be incentive, motivated, fraudulent, incomplete, unqualified/non-qualified or a duplicate.
1.14. "Campaign(s)" – means certain actions set up by a User to increase traffic to the User or its affiliate Platform and/or attracting new customers.2. The Service
2.1. Trads provides you an opportunity to participate in our Service/Program by creating Ad Campaigns and placing your Ads on the Network and/or by participating in Offers and publicizing Ads on your Platforms registered in Trads Network. Trads will monitor, track and report its Services in a manner and on a schedule as determined by Trads.
2.2 In order to become a User, you must first accurately submit an application for Trads User account at our website/mobile application and be in compliance with present Agreement (in case of using Self-Service) or register as a User by contacting Trads directly (in case you wish to use dedicated Campaign Management Service) for acceptance, and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection as Trads' User. We may accept or reject your account registration at any time at our sole discretion for any reason. Trads reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at Trads sole discretion.
2.4. In order to be eligible to become a Trads's User (Publisher), all Platforms/personal pages where Ads from the Offers are to be placed by the User, shall meet the following criteria:
•Be content-based, not simply a list of links or advertisements, nor can the Platform be centered around making money off of other Users;
•Be fully functional at all levels; no "under construction" Platform or pages; and
•Shall comply with the applicable legislation and/or regulation and requirements of the Offer.
2.5. User may register for and maintain an account as a Publisher and/or as an Advertiser at the same time, however User understands and accepts that Trads does not allow and prohibits the multiple account opening as a Publisher and/or as an Advertiser for each User. User agrees not to fill in an account application and/or register as a User (Publisher and/or Advertiser) more than one time and/or hold more than two User accounts in total (one as a Publisher and one as an Advertiser) with Trads for any reason and/or in order to benefit in any way from any marketing promotional program/project and/or offer available for the User by Trads. At the same time, an unlimited number of personal pages can be placed on one Account.
In any case where Trads identifies multiple account applications/registrations/openings/holdings of a User through the use of any technology or through other means available for and/or acceptable by Trads only, Trads may forbid access to and/or suspend and/or ban and/or close any such multi accounts and/or the main account of the User and/or manage all accounts in such way and/or take any other actions and measures deemed appropriate in the sole discretion of Trads, regardless of the reason/purpose that such multi account applications/registrations/openings/holdings were created.
If the only and/or any account of the User is forbidden access to and/or is suspended and/or banned and/or closed for any reason, including but not limited for reasons related to prohibited/non accepted activity, the User understands and agrees that is not allowed and will not fill in another account application and/or re-register and/or create and/or hold any other new account for the same reason and/or for any other prohibited/non accepted activity.
2.6. Trads may allow multi account applications/registrations/openings/holdings for a User if this is specifically and clearly predefined as accepted/permitted in any specific marketing promotional program/project and/or offer and/or in exceptional cases, at any time and for any reason Trads considers acceptable and solely at its own discretion, if the User submits such request by sending an email to support@Trads.io.
2.7. There are the following methods of using the Service available – Self-Service or Management Service.Self-Service
assumes that access to all Services, shall be provided through Users' personal account. Trads support team may provide assistance upon your request, however, all the actions or modifications made through your account shall be deemed made solely by you.Management Service
assumes that assistance of using the Services and Program shall be provided by Trads officers.
2.8. All support and/or assistance and/or Service provided to User by Trads and/or Trads officers and/or support team and/or any other Trads personnel and/or employee is intended to be and must be considered by the User as mere information. No information and/or support and/or assistance and/or Service provided during such Self-Service or Management Services and/or during the Provision of the Services themselves shall be construed as containing, advice or a recommendation or an offer of or solicitation for any Service provided, regardless of the type, kind, form, mean, way in which it is provided. In addition, any past performance described is not a guarantee of or prediction of future performance. Trads does not take into account your personal objectives or financial situation. Trads makes no representation and assumes no liability as to the accuracy or completeness of the information provided, nor as to any loss arising from any action based on an assumed recommendation, forecast or other information supplied by any Trads officers and/or support team and/or any other Trads personnel and/or employee. All expressions of opinion are subject to change without notice. Any opinions made may be personal to the individual itself and may not reflect the opinions of Trads. No communication whatsoever must be reproduced or further distributed without the prior permission of Trads.
2.9. In order for any communication between the User and Trads and/or Trads officers and/or support team and/or any other Trads personnel and/or employee to be deemed as information provided by Trads as part of the Provision of Trads Services to the User, whether conducted during the Provision of Services themselves and/or during the use of Self Service or Management Service, must be contacted through the authorised channels of Trads, namely through the support chat within SSP and through an email registered with Trads. Any information provided through any other means of communication must not in any way be considered as information provided by Trads officers and/or support team and/or any other Trads personnel and/or employee as part of the Provision of Trads Services to the User and/or during the use of Self Service or Management Service. Trads and User both consider all such other means of communication as unauthorised channels of communication and agree that Trads shall bear no responsibility whatsoever for any information provided through them.
2.10. You may not transfer your account to anyone without explicit written permission of Trads and you may not use anyone else's account or password at any time without the express permission and consent of the holder of that account. Trads cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
2.11. Trads will implement, monitor, track and report an agreed Ad Campaign/Offer. Trads will furthermore report if and when errors have occurred in an Ad Campaign/Offer in order to rectify such errors so that such Ad Campaign/Offer can be carried out as agreed on. Trads will also, at its sole discretion, provide support and advice on an Ad Campaign/Offer during the term of this Agreement.
2.12. Trads does not guarantee: (i) the placement, positioning or the timing of delivery of any Ad, or (ii) the number (if any) of any impressions, publications, conversions or clicks on any Ad on any Trads Network Property.
2.13. Trads reserves the right at any time to change the design of its Network, website, application, its Content, list of Services, modify or supplement the scripts, software and other objects used or stored on the Network/Program, any server applications at any time with or without prior notice. Trads has the right to send the User information about the development of the Network/Program and its Services, as well as to advertise its own activities and Services.3. Content
3.1. The content of the User's Platform or its affiliate Platforms must not include nor be based on, and Trads has, in its sole discretion and without any liability, the right to deny any advertising material or Content that includes and is based on any inappropriate or illegal content as such and/or on material that infringes the rights of any third party or is in violation of any law, as bound by the law or determined by us in our sole discretion, including but not limited to the following:
•pornography, adult or mature content;
•illegal activity and/or promotion of illegal activity (i.e. illegal online gambling, how to build a bomb, counterfeiting money, hacking, phreaking, etc);
•hate-mongering (i.e. racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.) or otherwise objectionable content;
•violence (including gratuitous violence), profanity, obscene or vulgar language and abusive content or content which endorses or threatens physical harm;
•illegal substance and/or promotion of illegal substance;
•drugs or any related paraphernalia;
•adware, malware, viruses, phishing;
•no misleading information andor other materials, providing false info to the user;
•purchase of weapons/military equipment;
•false or deceptive investment advice, and others;
•Intellectual property rights (branch name, trademarks, logo, etc);
•Investment, money-making opportunities or advice not permitted under law;
•Material that defames, abuses, or threatens physical harm to others;
•Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc.);
•Hacking or Phreaking;
•Fraud, unofficial, untrue, false, misleading, invented, re-produced information, facts, news, offers, solutions, guidelines related to or aiming to treat in any way and at any level vulnerabilities of all kind, including but not limited to any physical, mental, psychological, social, religious, economic, scientific vulnerabilities;
•Any illegal activity whatsoever;
•Any spoofing and/or redirecting of the users in an effort to gain traffic; or
•Any other inappropriate activity as determined by us in our sole discretion.
3.2. If the User provides software for Campaign, it shall be free from any spy- or malicious software and comply with the terms and conditions under present Agreement. In confirmation of this fact the Advertiser can provide duly executed SSL-, or Code sign certificate.
3.3. In order to be eligible to become a User (Advertiser) of software or other application (API), your software or application (API) must meet the following criteria:
•not to generate or facilitate unsolicited bulk commercial email;
•not to violate, or encourage the violation of, the legal rights of others;
•not to be used in any unlawful, invasive, infringing, defamatory, or fraudulent purpose;
•not to distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature (i.e. malware);
•it must not to alter, disable, interfere with or circumvent any aspect of the software of third parties or Advertisement Services particularly.
User will make all reasonable efforts to prevent unauthorized use of its software or application and to terminate any unauthorized use. User will promptly notify Trads of any unauthorized use of, or access to, the software or application of which it becomes aware.
User's software shall be installed only with the consent of the end user, and shall provide ability of its removal without special additional programs.
3.4. User acknowledges and accepts that Trads may stop a Service/publication/Campaign in case the User's Platform/personal page includes inappropriate content as described under this clause 3.
3.5. In order to ensure compliance with this clause 3, User must notify Trads in writing of any changes to the content on User's Platform/personal page which could be deemed inappropriate content.
3.6. Trads may, but is not obliged to, view the Platform/personal page for the presence of prohibited Content and may remove or move (without warning) any Content or Users in its sole discretion, for any reason or no reason, including without limitation the movement or removal of Content that, in the personal opinion of Trads, violates this Agreement, and/or may violate the rights, harm or threaten the safety of other Users or third parties.
3.7. In case where advertisements are placed in such locations, Trads reserves the right to withhold payment for the entire Campaign, withhold account balance and any other remuneration and/or submit an immediate legal action against the User and/or set a financial penalty, based on the damages caused to Trads. User will defend, indemnify and hold Trads or its affiliates and representatives harmless from any damages, liabilities, costs, and expenses (incl. attorneys' fees) resulting from any claim, judgment or proceeding brought by a third party.
3.8. Trads has the following Non Acceptable Business rules for Users:
•Where there are known or perceived links to terrorist organisations, military, arms and/or ammunition manufacture or sales;
•Where there is knowledge or suspicion of money laundering or terrorist financing;
•Where it is known or there are reasonable grounds for suspicion that a criminal offence has taken place;
•Where the User or any of the Users associated parties are subject to any sanctions measures;
•Where the User is undertaking an activity or trade within, from or into a country where that activity is subject to embargo and/or trade control restrictions;
•Producers/Users of racist/pornographic/pressure group material or extreme political propaganda;
•Regulated entities that do not have the appropriate licensing;
3.9. User must not use any tool and/or inventory and/or Campaign preferences available for him through Trads for and/or in any way that suggests and/or results to any misleading and/or fraudulent activity. User understands and agrees that such tools and/or inventories and/or Campaign preferences are only provided to the User in good faith and that Trads is not responsible and must not bear any responsibility whatsoever in relation to their use at any time.4 . Contents and Positioning
4.1. User shall submit Content for all Ads types in accordance with such due date as may be set out in this Agreement or as otherwise is communicated by Trads.
4.2. Unless otherwise agreed in writing, the positioning of Ads on Trads Network Property is at Trads sole discretion.
4.3. If User asks Trads to carry out the posting or modification of a Campaign or any element of the Campaign (including without limitation through an authorization for Trads to optimize Campaigns generally), Trads will carry out such posting and/or modification within 48 hours.
Any such posting or modification carried out by Trads shall be deemed approved by User from the earlier of: (i) confirmation from User, and (ii) the end of the 12th hour following the posting or modification carried out by Trads. If User does not approve of the posting or modification, it must notify Trads via e-mail within 12 hours of the posting or modification.
4.4. User is solely responsible for all: (i) Contents generated by or for User; (ii) properties to which a Content directs users (including without limitation content on the domain or landing page reached by clicking on the Content URLs; and/or (iii) User's services.
4.5. By submitting Content on Trads Network, the User transfers to Trads the right to delete copies of such submitted Content in order to streamline and facilitate its storage and publication on the Network/Platforms.
4.6. By submitting Content on Trads Network, the User automatically grants Trads a non-exclusive right to use it by copying, public performance, reproduction, processing, translation and distribution for the purposes of the Service or in connection with it, including for promotion/publication purposes. For these purposes, Trads may make derivative works or insert the User's Content as part of the relevant collections, perform other actions that serve to achieve these goals.
4.7. If the User deletes his Content from Trads Network, Trads has the right to keep archival copies of the User Content for an indefinite period.5. Placement of Ads on Platforms
5.1. User shall place any Ads of Offers available in Trads Network only on Platforms that meet all the requirements contained in the Offer. In the case whereby Ads are placed in Platforms that are in breach with the Offer requirements, Trads reserves the right to withhold payment for a specific and/or all Offers in which User is participating in and/or submit an immediate legal action against the User and/or set a monetary fine in the amount based on the damages caused to Trads.
5.2. User shall NOT place any advertisements of Trads' Network attracted through the Service on alternative Users or Platforms without the written consent and approval of Trads. User will not place advertisement on pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas. In the case whereby advertisements are placed in such sites/directories, Trads reserves the right to withhold payment for the entire Campaign and/or submit an immediate legal action against the User and/or set a monetary fine in the amount based on the damages caused to Trads.
5.3. Trads does not check or control the activities or contents at your Platforms, but all the Services may be rejected and we reserve the right to delete your account, withhold and freeze all fees and remunerations if you engage in fraudulent or illegal activity. User has the sole responsibility for the development, operation, maintenance and all content of/on your Platforms.
5.4. The links or guidelines for downloading files and/or installing third-party programs posted on the Platforms do not imply support or approval of these actions by Trads.
5.5. The links to any site, product, service, any information of commercial or non-commercial nature, posted on the Platforms, is not an approval or recommendation of these products/services by Trads.
5.6. Trads is not responsible for the User's violation of this Agreement and reserves the right, at its sole discretion, as well as upon receipt of information from other Users or third parties about the User's violation of this Agreement, to change/ moderate or delete any information/publication/ad published by the User that violates the prohibitions established by this Agreement (including personal messages), restrict or terminate the User's access to all or any of the Trads Services at any time for any reason or without explanation, with or without prior knowledge, without being responsible for any harm that may be caused to the User by such action.
5.7. Trads reserves the right to delete the User's personal account and/or suspend, restrict or terminate the User's access to any of the Trads Services, if Trads finds that in its opinion, the User poses a threat to the Network and/or its Users.6. Reporting, Fees and Payment of the User (Advertiser)
6.1. All statistics for the purposes of billing and general delivery reporting are based on Trads's reporting system.
Use of the Service shall be carried out on a monthly basis. For the purpose of present Agreement, a calendar month shall be deemed as a reporting period (the, "Reporting Period").
Rates for Advertising Campaigns are calculated on the basis of its pricing model, frequency of impressions, ads placement, number of acquisitions, GEOs and other Campaign terms.
6.2. In the event that User believes that there is a discrepancy in Trads's reporting system (stats) for Reporting Period, User must provide Trads with a reasoned report of such discrepancy within three (3) calendar days from receipt of Trads's server reports in relevant Reporting Period. Otherwise, Trads shall not be liable for such discrepancy, Services shall be deemed rendered, and will calculate earnings on basis of its reporting system. If the parties are unable to reach an agreement regarding the discrepancy, then Trads reporting system shall prevail.
6.3. Trads provides the ability to perform payments by using payment service providers. User shall have the right to select any payment service provider available. You agree that Trads is not responsible for any actions applied by the payment service provider including but not limited to any additional transaction fees, banking commissions or currency fees applied to your transaction. All payments to Trads include the above-mentioned fees and commission, if applicable.
User is responsible for all applicable taxes associated with provided Ad Services, other than taxes based on Trads income. User shall indemnify Trads against all losses suffered or incurred by Trads arising out of or in connection with any payment made to Trads.
6.4. User shall make a deposit of funds to its personal account in advance. The minimum amount of initial deposit is $15 US Dollars. You agree that setting limitations on Ads Campaigns budget and spending shall be entirely your responsibility. If the funds in your personal account are exhausted, all running Campaigns may be suspended immediately, if spending limits are not applicable. Spending limitations are not legally binding and Trads bears no responsibility for any excess.
6.5. User shall set up all spending limitations and budget (fixed or unlimited) with Trads managers to run Ads Campaign. So User has to control spending of advertising budget and undertakes to inform Trads in written about further actions to optimize such Campaign. You shall pay for Services on the base of the invoices, issued by Trads, by prepayment.
6.6. User acknowledges and agrees that any credit card and related billing and payment information that User provides to Trads may be shared by Trads with companies who work on Trads' behalf such as payment processors and/or credit agencies solely for the purpose of checking credit and/or effecting payment to Trads and serving customers account.
6.7. Trads shall not be liable for any use or disclosure of such information by such third Party.
6.8. User shall be responsible for any pricing, Bid, Ad Unit Values, Bidding Terms, Account configuration or category classifications errors or other errors ("Buyer Errors") resulting in a completed transaction (Ad Unit served), and shall be liable for any payments due in connection with the completed transaction.
User acknowledges that:
all executed transactions are final;
notification of Buyer Errors must be reported by the User within 24 hours;
6.9. Trads reserves the right to discontinue Service, withhold payment at any time and terminate present Agreement without liability to User in case of material breach of this Agreement by the User or its associates. Parties hereby agree that any form of fraudulent or illegal activity, or any violation of the applicable laws and regulations, or any activity specified in clause 3 of this Agreement shall be deemed a material breach of this Agreement.
6.10. Trads shall have the right to adjust your account balance in the case of (i) need of payment of bonuses, (ii) to deduct transaction fees, (iii) due to technical reasons, (iv) due to fraudulent activity, (v) upon additional agreement by the Parties.
6.11. Refund could be applied only upon written request containing reasons for your refund to email@example.com or via tickets firstname.lastname@example.org in case if Ad Campaign cannot be launched due to reasons included but not limited to noncompliance of the advertising materials with the requirements of current legislation, unacceptable quality and/or content of the creative, other reasons deemed applicable by Trads' officer.
6.12. Refund will be made in the amount of unused funds. Amount must be calculated based on Trads' reporting system.
6.13. Refund shall be applied only to the actual payments made by the User to Trads. All funds credited to the account of the Advertiser within the frame of participation in bonus programs or similar actions of Trads are non-refundable in any case and subject to the terms and conditions of such programs.
6.14. A refund request will be considered legitimate ONLY if it has been sent from the email used for User's personal account registration.
6.15. User has six (6) months from the date of the respective payment to ask for a refund of the balance remaining on the User's personal account from such respective payment, if User has remained in compliance with this Agreement.
6.16. The refund may be credited back to the same payment method and same account that was used to make the payment.
6.17. The refund request will be processed within 5 business days from the date the request was received.
6.18. Refund is not acceptable in case the User breaches terms and conditions of present Agreement or other terms agreed by the parties.7. Recurring Transaction
7.1. By filling Recurring Transaction Form and clicking the "I Agree" button you express full consent with these terms and conditions of recurring transactions and authorize Trads and payment service provider to automatically charge your credit card for recurring delivery of Services in agreed variable amount and variable date, stipulated in Recurring Transaction Form in your personal account.
7.2. You acknowledge and agree that confirmation notification of the recurring transaction will be provided within 2 business days via email specified in your personal account.
7.3. You certify that you are an authorized user of credit card, details provided in personal account of the Service, and that you will not dispute the scheduled payments with your credit card company provided the transactions correspond to the terms indicated in this Agreement.
7.4. You agree to pay for all Services or other additional Services you ordered through Trads Service, as well as for any additional expenses (if necessary), including, but not limited, all possible taxes, charges, etc.
7.5. You take full responsibility for timely payments for using the Service. Payment service provider only facilitates a payment for the amount indicated by Trads, and it is not responsible for paying by user of the Service the aforementioned additional funds/expenses.
7.6. After clicking the "Pay" button the transaction is irrevocably deemed to be processed and executed. After clicking the "Pay" button you agree that you will not be eligible to cancel the payment or request to cancel it. By placing the order on the Service, you confirm and state that you do not violate legislation of any country. Also, by accepting this Agreement, you, as cardholder, confirm that you are entitled to use Service offered via Trads' website and application.
7.7. By agreeing to use the Recurring Transaction Service, you understand and accept that processing of any of your payments are executed by the payment service provider, and there is no statutory right of revocation of already purchased Services or any other opportunities to cancel the payment.
7.8. You acknowledge that this Recurring Transaction Service will remain in effect until you cancel it, and you agree to notify Trads of any changes in your personal account information or cease of this Recurring Transaction Service at least 7 days prior to the next billing date. If you wish to reject to use Recurring Transaction Services for your next purchases of Services or other facilities on the Trads Service, you can do that by using email notification provided in contact details.
7.9. When you pay for any of Trads Services, you are primarily bound by this Agreement. Please note that only you, as the cardholder, are responsible for paying for all Services you have ordered through Trads Service and for any additional expenses/fees that can be applied to this payment. Payment service provider acts only as the executor of the payment in the amount stated by Trads, and it is not responsible for pricing, total prices and/or total sums.
7.10. You acknowledge and agree that notification for following situations will be sent to you, using method of communication available, at least 7 business days prior: more than six month have elapsed since the last payment; or there are charges to the recurring transaction services including, but not limited to any change to the amount of the recurring transaction and/or any change to the date of the recurring transaction.
7.11. In case there is a situation when you do not agree with the aforementioned terms and conditions of Recurring Transactions and/or other reasons, we ask you not to proceed with the payment, and, if necessary, contact directly support of Trads at email@example.com. Reporting, Earnings and Payment to the User (Publisher)
8.1. Use of the Service shall be carried out on a monthly basis. For the purpose of present Agreement, a calendar month shall be deemed as a reporting period ("Reporting Period").
8.2. During the month User may track online reports within Trads reporting system in Users' personal account, which are only estimated numbers subject to being adjusted within up to thirty (30) days after the end of the Reporting Period. In all cases, we will use commercially reasonable methods and practices to, direct and measure traffic. Offers may be adjusted at any time by Trads team to comply with advertiser´s ad serving stats. At the end of the Reporting Period the reports are frozen and within following sixty (60) days will include the definitive numbers of earnings. For avoidance of doubt, Trads reporting system (stats) will be prevailing in any case.
8.3. Cost of using the Service depends on the amount of Offers completed during the reporting period based on end users Qualified Actions as generated by Trads reporting system (stats), available in your personal account. All reported statistics for the purposes of billing and general delivery reporting are based on Trads reporting system only.
8.4. In the event that User believes that there is a discrepancy in Trads's reporting system, User must provide Trads with a reasoned report of such discrepancy within three (3) calendar days from receipt of Trads's reports. Otherwise, Trads shall not be liable for such discrepancy, and will calculate earnings on basis of its reporting system. If the parties are unable to reach an agreement regarding the discrepancy, then Trads stats and reports shall prevail.
8.5. Trads is entitled to make adjustments in User's account in one of the following cases:
•To pay promotions and bonuses
•Due to technical reasons
•Due to User's fraudulent activity
•On the basis of additional agreements with You
•Due to Advertiser's complaints or refunds
8.6. Trads offers its Users a wide range of payment methods in order to provide convenient conditions for mutually beneficial cooperation. Trads has the following payment terms:
for newly registered Users the very first payout may be proceeded not earlier 14 calendar days from the date of the first impression/advertisement;
the second and the following payouts to be proceeded twice per month with a Hold 4 days, meaning:
•on the fourth (4th) day of each month – for the Services rendered during the second half of the previous month (from the 16th day until the last day of the previous month) and
•on the nineteenth (19th) day of each month – for the Services rendered during the first half of the current month (from the 1st day until the 15th day of the current month),
or on other payment terms variations available in your personal account.
If such a forth (4th) and/or nineteenth (19th) day of a month is a weekend day (Saturday or Sunday), the payouts are to be proceeded on the following working day.
Minimum payment amounts:
payment service providers – 5 USD (Paypal and Webmoney – 5 USD, Payoneer – 20 USD);
wire transfers – 500 USD.
if minimum payment amount is not reached, Trads will be adding the sum of User's account balance to the next payment(s) until the specified minimum payment amount is reached;
payment service providers – according to the limits set forth in your personal account subject to selected payment method.
If the balance is less the limits above, Trads will add the amount to the next payment until account balance will reach specified minimum. The specified minimum amounts can be adjusted with agreement of all parties hereto however such payments may be subject to banking and administration fees.
8.7. Trads acts as a third party for advertisers, therefore User understands and agrees that payment for User's revenue is dependent upon payments from advertisers to Trads that it has received without any restrictions. You hereby release Trads from any claim for User's revenue if Trads did not receive funds from the advertiser. User shall hold Trads harmless and indemnify it from any claims or liability related to such unpaid revenue.
8.8. Trads provides the ability to perform payments by using payment service providers. User shall have the right to select any payment service provider available. You agree that Trads is not responsible for any actions made by the payment service provider including but not limited to any additional transaction fees, banking commissions or currency fees applied to your transaction. All payments shall include the above-mentioned fees and commission, if applicable.
8.9. User is responsible for all applicable taxes associated with provided Services, other than taxes based on Trads income. User shall indemnify Trads against all losses suffered or incurred by the Trads arising out of or in connection with any payment made to the User.
8.10. User is responsible to supply valid payment details in personal account of our Service, if details are wrong or if the User change its payment details, it is the User's responsibility to notify by mail 14 days before payment due date. User will bear payments fees if required. In any event, all payments will be made at the payment details specified in your personal account in our Service.
8.11. All payments are processed automatically. We may, in our sole discretion, refuse to process a payment (and may place a payment hold) on any part of your account for any reason, block your account and terminate this Agreement, including if we have a reasonable suspicion that you have breached any clause of this Agreement. We also reserve the right to set-off any amount you owe us, including for breaches of this Agreement. We assume no responsibility for paying any taxes on payments made to you, and you acknowledge and agree that it is your complete and sole responsibility to pay for all taxes as a consequence of your participation in the Program, Offers and Trads Service.
8.13. You on your own shall ensure the ability to receive payments from Trads to specified bank account or at relevant payment provider. If the receipt of remuneration or other payment is delayed or failed because of your non-compliance with this clause 8 (including if the failure or delay is caused by a third party payment service provider you are using), Trads shall not be responsible for violation of terms of payment.
8.14. If you believe that any fault in transaction has taken place, you agree to notify us immediately, and we will make all possible efforts to eliminate delays or errors in payment processing. Unless your claim been submitted within 30 days after the charge, you will have waived, to the fullest extent permitted by law, all claims against Trads related to the transaction. If you experience a technical failure or interruption of Services that causes your funding transaction to fail, you may request that your transaction be completed at a later time.
8.15. By entering into this Agreement, you agree to receive User's revenue as from Trads, or from its affiliates, subsidiaries, agents, sub-contractors or distributors.
8.16. Hereby the User expressly orders Trads to generate and issue the User's invoices on behalf of the User. Prior to making any payment to a User, Trads will generate automatically through the Program the invoice on behalf of such User. Furthermore, the User expressly agree that the Program will generate the said invoices based on the stats provided by the Trads reporting system and agree that such stats is accurate, fully and legally compliant for the purposes of invoicing and taxation.
8.17. Any User residing in the European Union who has provided a VAT number expressly warrants that such VAT number is, in its own country, valid for the issuance of VAT-exempt invoices to Trads. The User expressly accepts to be solely liable for any error, direct or indirect loss or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties and, accordingly, the User will hold Trads harmless from any of the direct or indirect loss or damages. User hereby confirms that another VAT invoice won't be issued.
8.18. Parties hereby agree to notify each other if they:
•change their VAT registration number;
•cease to be VAT registered;
•sell their business, or part of their business;
•to notify each other about any changes in their payment details
8.19. Notice given in accordance with the conditions of clause 8.18 is also to be considered as your confirmation to issue self-billing invoices in altered conditions.
8.20. In case there is any claim, administrative proceeding from any authority, dispute or conflict, in any way due to the inaccuracy or non-compliance of such data provided by the User, Trads is expressly authorized to retain any payments due to the User until such incident has been resolved.9. Representations, Warranties and Covenants
9.1. You represent, warrant and covenant the following:
•You warrant that your Platforms/personal pages are in compliance with all applicable laws and terms and conditions of present Agreement, and does not contain or promote, nor links to another Platform that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, infringing, sexually explicit or illegal content, including copyright ownership infringements and unlawful use of intellectual property;
•You provided and you will provide accurate, complete and up-to-date data during registration, monitor their updating and that you will inform Trads about unauthorized access to your personal page and/or unauthorized access and/or use of your password and login;
•You hereby represent and warrant to provide Trads with all the documentation or its equivalents, needed for your identification, ascertainment of the legal fact and fulfilment of your obligations under this Agreement, within 15 business days from the date of request. In certain cases, we may withhold all payments until we will receive relevant documentation from you;
•You will make every effort to uphold the highest ethical and commercial standards. If Trads requests that Advertisements should be removed from or not placed in any context that harms the goodwill or reputation of Trads, you will promptly comply with such request;
•You hereby agree not to contact Users/Platforms/personal pages in the Trads Network in order to purchase advertisement space from them or engage in practice that would be deemed competitive to the efforts of Trads in its attempts to represent the Netword's advertising spaces. Violation of this clause shall be deemed a material breach of this Agreement.
•You hereby represent and warrant that you have all necessary rights, permits and licenses to start and manage Ad Campaigns, for the display of Advertisement and operation of your Platforms/personal pages and business activities in the selected jurisdictions;
•You agree not to promote via Platforms or link to Platforms containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;
•You agree not to engage in any illegal activity, in accordance with applicable law, whatsoever, is not allowed;
•You represent and warrant that you own or have legal rights to participate in Offers and/or use and distribute all Ads, content, links, copyrighted material, trademarked materials, products, and services displayed on your Platforms; you agree not to deceit/use to deceit when marketing User's offers/Ads or presenting these offers/Ads to consumers; you have the right, power, and authority to enter into this Agreement and grant the rights specified herein;
•You will not upload or otherwise make available to the Platforms content of other sites, databases and other results of intellectual activity in the absence of an Express consent of the owner to such actions. Nothing in this Agreement can be considered as a transfer of exclusive rights to the content. You have no right to upload, transmit or publish content on Platforms if you do not have the appropriate rights to perform such actions acquired or transferred to you;
•You will not illegally upload, store, publish, distribute and provide access to or otherwise use the intellectual property of Users and/or other third parties;
•You will not post on your Platforms/personal pages information and objects (including links to them) that may violate the rights and interests of others;
•You warrant not to use Trads Services to disseminate unverified, false, misleading and other information that causes and/or may cause harm to Users, Trads, Trads Network and Service, their reputation and third parties. At the first request of Trads you will remove from your personal Platforms/personal pages information of this kind;
•You will not, in any way, re-broker any Trads Offers throughout the duration of this Agreement and/or at any time after the termination of this Agreement. Your hereby agree that Trads prohibits and forbids at all times your use and placement of its Offers on other CPA User networks through/in any way;
•You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Service, Ads, Network, tags, source codes, links, pixels, modules or other data provided by or obtained from Trads that allows Trads to measure Ad performance/Traffic and provide its Service/services ("Site Data");
•If instructed to do so by Trads and/or if this Agreement terminates, you will immediately remove and discontinue the use of any Network Data;
•You will not in any way use the Service/Network/Program/software and carry out actions aimed at disrupting the normal functioning of the Network/Platforms and their Services or Users ' personal pages nor use automated tools, including robots/scripts/spiders/programs without special permission of Trads to generate inquiries and/or to collect information on the Network/Platforms and/or interact with the Network/Platforms and their Services;
•You will not in any way, including, but not limited to, by deception, abuse of trust, hacking, attempt to gain access to the login and password of another User, illegal collect and process personal data of other persons, carry out/try to get access to any Services in any other way than through the interface provided by Trads;
•You acknowledge that Trads does not represent, warrant, or make any specific or implied promises as to the successful use of Service;
You accept and acknowledge the full responsibility in the event that the Contents in an Ad Campaign would be deemed invalid or illegal in any applicable jurisdiction;
•You agree to promote the Ads strictly as it required in Offer available in the Program and Trads Network;
•If you are notified that fraudulent activities may be occurring on your Platforms, and you do not take any actions to stop the fraudulent activities, then you are responsible for all associated costs and legal fees resulting in these fraudulent activities;
•You represent, warrant and covenant that you will not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large loan on our technology infrastructure or otherwise make excessive demands on it;
•You may not disable, circumvent or otherwise interfere with security related features of our Service or features that prevent or restrict use or copying of any part of our Service, or which enforce limitations on the use of our Service;
•You hereby irrevocably authorize Trads to transfer a request received by Trads to provide information for the payment directly to your financial institution available;
•You represent, warrant and covenant that your Platform does not contain any sexual or erotic material that depicts persons under the age of eighteen (18) or in a manner that suggests that they are under the age of eighteen (18);
•If any errors or undesirable results occur due to no fault of Trads, Trads shall not be responsible for losses and you may not be compensated;
•You undertake to ensure that your servers support the traffic directed to Ad Campaigns through our Service. Anyway, Trads takes no responsibility for all the consequences in case your servers cannot support the traffic directed to your page/Platform/website;
•You undertakes to ensure that your technical preferences/technical platform supports the traffic directed to Ads of Offers through our Service. Trads takes no responsibility for all the consequences in the event your technical preferences/technical platform cannot support the traffic directed to your Platforms. You shall test your Platform to insure its correct appearance in different web browsers, devices or systems and optimize it if necessary;
•You must not make any representations, warranties or other statements concerning Trads or other Users or any of their respective products or Services, except as expressly authorized herein;
•You must make sure that your Platform does not copy or resemble the look and feel of Trads or create the impression that your Platform is endorsed by Trads or is a part of the Trads Service, without the prior written permission of Trads;
•You must comply with all obligations, requirements and restrictions under this Agreement and laws, rules and regulations as they relate to your business, your Platforms or your use of the Service;
•You must comply with all the terms, conditions, guidelines and policies of Trads, Trads Dervices, Services and relevant Offers;
•You must always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Trads, or as required by applicable laws regarding such Offers;
•You acknowledge that every case of violation of the terms of this Agreement by you will lead to material and business standing losses of Trads in the amount of at least US $ 1,000. Therefore, we reserve the right to stop providing services and/or withhold your remuneration or account balance or fine you to recover damages caused in the specified amount, or the amount of actually incurred losses, in the event of your breach of contract. Such losses may be deducted from the balance of your personal account in the Service;10. Fraudulent Activity
10.1. YOU SHALL NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMPT TO CHEAT, DEFRAUD OR MISLEAD US, IN ANY MANNER.
10.2. You are expressly prohibited from using any means, program, tools, devices or arrangements and/or the Services provided to commit fraud, violate any applicable law, interfere with other Users or falsify information in connection with the Services or generating of remuneration or exceed your permitted access to Trads Service/Program. You are forbidden from any practice of disguising (cloaking) an Ad with different content or landing page and you are prohibited from using any preference/method resulting to the re-direction of the end user to your Platform when such end user has at least once previously chosen through a certain action to leave your page.
10.3. These prohibited activities include but not limited to: framing an ad-banner's click-through destination, invisible iframe, auto-spawning of browsers, running "spiders"/"bots", and automatic redirecting of users or any other technique of generating automatic or fraudulent click-through and/or impressions. Ads may not be placed on an automatically reloaded page. In any case Trads shall make all determinations about fraudulent activity in its sole discretion.
10.4. If you are suspected for any fraudulent activity, Trads shall have the right to stop your participation in the Service and/or in all or any Offers, to ban Your User account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation. All Offers/Services carried out on Users Platforms with fraudulent activities are not subject for payment. In any case Trads shall make all determinations about fraudulent activity in its sole discretion.11. Limitation of Liability and Disclaimer of Warranty
11.1. IN NO EVENT SHALL TRADS BE LIABLE FOR ANY DAMAGES OF ANY KIND AND EXPRESSLY DESCLAIMS ANY AND ALL RESPONSIBILITY IN RELATION TO ANY CLAIMS ARISING FROM AND/OR IN RELATION TO YOUR USE OF THE SERVICE, OPERATION OF A PROGRAM CREATIVE/ AD TECH/TOOL, ADS, CAMPAIGNS, CONTENTS, PUBLICATIONS OF ADS AND/OR TO YOUR PARTICIPATION IN ANY OFFER AND/OR USE/LINK/PLACEMENT/DISPLAY OF ANY PROGRAM AD/CREATIVE ON YOUR PLATFORM, AND/OR FROM OUR EFFORT AND/OR OUR ACTIONS INTENTING TO INCREASE THE PERFORMANCE/TRAFFIC OF/ON YOUR PLATFORMS EITHER TAKEN WITH OR WITHOUT YOUR CONSENT INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF TRADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TRADS IS ONLY OFFERING THE SEVICE, TRADS IS ONLY THE TOOL FOR ADS CAMPAIGNS CONNECTING USERS (ADVERTISERS AND PUBLISHERS) THROUGH ITS SERVICE. THE INFORMATION, OFFERS, ADS, CONTENT, CAMPAIGNS AND OTHER TRADS SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITH NO WARRANTY. YOU USE THE SERVICE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRADS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SERVICE/SERVICE, THE INFORMATION, OFFERS, ADS AND CONTENT INCLUDED ON THE SERVICE AND PROVIDED BY TRADS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TRADS DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SERVICE, NETWORK OR WEBSITE/MOBILE APPLICATION OR OTHER INFORMATION PROVIDED BY TRADS IS ACCURATE, COMPLETE OR CURRENT NOR THAT THE SERVICE WILL BE UNINTERRUPTED, COMPLETELY SECURE AND/OR FREE OF SOFTWARE ERRORS.
12.1. You hereby indemnify, and you must defend and hold Trads, its affiliates, subsidiaries, successors and assigns harmless from and against any and all claims, actions, allegations, judgments, liabilities, costs and expenses (including reasonable attorneys´ fees) which may be incurred by or to third parties arising out of or in connection with your: (a) improper use of the Service; (b) improper operation of a Program/Tool/Service; (c) Campaigns or execution of Offers; (d) breach or violation of any clause of this Agreement and/or of other mutual agreement of your parties; (e) breach of any representation, warranty under this Agreement.13. Assignment, Governing Law and Jurisdiction
13.1. Trads may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Trads.
13.2. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Cyprus.
13.3. Each party irrevocably agrees, for the sole benefit of Trads that, subject as provided below, the courts of Cyprus shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Nothing in this clause shall limit the right of Trads to take proceedings against User in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.14. Severability
14.1. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
Intellectual Property Rights
15.1. Hereby we grant you a non-exclusive, non-transferable, revocable right to use Trads Service and to access our Network/Program through our website/mobile application and Service only in accordance with the terms and conditions of this Agreement.
15.2. You may not alter, modify, manipulate or create derivative works of Trads, Trads' Network and Services, Offers, Ads, ad tech, graphics, creative, copy or other materials, program/tools owned by, or licensed to Trads in any way, penetrate the software in order to obtain program codes, sell, assign, lease, transfer to third parties in any other form of rights in respect of the software Services provided to you and other Users under this Agreement, as well as modify the Services, including for the purpose of obtaining unauthorized access to them. We may revoke your license anytime by giving you a notice (including via email or in your personal account). Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Trads trademarks, Service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to Trads without compensation. All rights not expressly granted in this Agreement are reserved by Trads.
15.4. ALL THE PARTIES HEREBY AGREE THAT TRADS DOES NOT HAVE ANY AUTHORITY OR ABILITY TO CONTROL ADS, CONTENT AT USER'S PLATFORMS AND FOR THIS REASON, WE CANNOT BEAR ANY RESPONSIBILITY REGARDING BREACHING OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS.16. Termination
16.1. This Agreement shall commence upon your acceptance and remain in effect until terminated. Either party may cancel the Ads Campaign and terminate present Agreement with 48 hours' written notice to the other party. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party, or the breach of this Agreement by you.
Trads reserves the right, in its sole and absolute discretion, to stop an Ad campaign and/or terminate the Services and/or remove any Offers and/or Ads at any time for any reason. In this case, Trads shall have the right to block your account immediately and to withhold the remaining funds at your account as a fine. In any case of termination of your participation in one or more Servicers/Offers/Ad Campaigns or this Agreement for any reason, you will immediately cease all use of and delete all Offers, Ads and all Trads intellectual property, and will cease representing yourself as a Trads User.
16.2. This Agreement will be blocked when the User's account has not been in use for more than three (3) months.
You will receive a notification informing you that your account is blocked because of "Inactive account status" at account login. After deactivation, you will have 90 calendar days to restore your account. To do so, you have to login to your account and follow the steps described there. If your account is not reactivated within 90 calendar days it will be deleted without option to restore it.
If your account balance is 0 EUR/USD, the system will automatically block your account, if otherwise do not agreed by the parties. If your account balance is above 0 EUR/USD, the remaining funds will be fully deducted from your account.
16.3. You acknowledge and agree that in case of your account been deleted at any reason it doesn't mean that user data would be erased too.17. Force Majeure
17.1. The force majeure events are understood as events which occur after the Effective Date, regardless of the will of the Parties, and which could not be foreseen and prevented by any reasonable actions of the Parties. The influence of these events may postpone the performance of all or several parts of present Agreement or other terms and conditions agreed by the Parties.
17.2. The circumstances of force majeure (Acts of God) which includes such events as, fires, storms, war, mobilization, epidemic, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.
17.3. If provision of Services been postponed due to the force majeure, the Party affected by force majeure shall notify the other Party in writing about the day of the force majeure commencement within 5 calendar days. With the cessation of force majeure and the restoration of normal conditions, the Party which was affected by force majeure shall notify the other Party in writing within 3 calendar days.
17.4. If a Party fails to comply with the requirements specified in this clause 17, i.e., it will not notify the other Party of the commencement and termination of the force majeure event, it loses the right to rely on such force major action.18. Confidentiality
18.1. Each Party (a "Receiving Party") understands that the other Party (a "Disclosing Party") may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, software, specifications, research and development and proprietary algorithms, stats and reports, personal data or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation "confidential" or any similar designation is used ("Confidential Information").
18.2. The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance. Neither party will make any public announcement regarding the existence or content of the Agreement without the other's prior written approval.
18.3. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this shall be done subject to each Party procuring each such recipient's agreement to keep such information confidential to the same extent as if such recipient were Party to this agreement.
18.4. The foregoing obligations under this section 16 shall not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) was at the time of disclosure or, to the extent that such information thereafter becomes through no fault of the Receiving Party, a part of the public domain by publication or otherwise; (ii) was already properly and lawfully in the Receiving Party's possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is lawfully received by the Receiving Party from a third Party who was under no obligation of confidentiality to the Disclosing Party with respect thereto, or (iv) is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party's Confidential Information or (vi) express written consent has been given prior to disclosure.
18.5. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party shall promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.
18.6. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other all of such other Party's Confidential Information, or to certify to the Disclosing Party in writing that all such material has been destroyed, however, destruction is only permitted after Disclosing Party's prior approval.19. Miscellaneous
19.1. This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants.
19.2. Present Agreement is the principal document in legal relationship of the Parties, and shall be deemed an entire agreement of the Parties. In case of contradictions in using Service or Program, present Agreement shall prevail in any case.
19.3. The relationship between the Parties will be that of independent contractors and nothing in this Agreement is intended to nor will establish any relationship of partnership, joint venture, employment, franchise, agency or other form of legal association between the Parties. Neither Party will have, nor represent to any third party that it does have, any power or authority to bind the other Party or incur any obligations on the other Party's behalf.
19.3. The failure of a Party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant or representation contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant or representation.
19.4. All notices shall be sent to the addresses submitted by you when signing up for the Service by certified mail, fax, email or courier.
19.5. User understands and agrees that Trads may update/amend and/or change and/or terminate/stop any program/Service/Offer/Ad Campaign, in any way and for any reason at its own discretion, with a prior twenty four (24) hours' notice to the User, except in cases which are considered as of emergency/urgency by Trads and subject to clause 16.1 hereof, where any and all such updates/amendments and/or changes and/or terminations/stops will take place immediately and at the same time with a notification to be sent to the User via email or through his/her/its personal account.
19.6. Trads reserves the right to change any terms and conditions of this Agreement at any time, at its own discretion. You may refer to contract revisions in our website – www.Trads.io
and Trads mobile application. The terms and conditions of present Trads Service Agreement (as published on www.Trads.io/terms
(the "Terms") bind the parties from the date signed or the date Service is provided and shall apply to each and any Service provided by Trads. This Agreement shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the Services provided by Trads.
19.7. Representations and warranties of User set forth in this Agreement (in particular clause 9) hereof shall survive closing for a period of one (1) year from the termination date.
19.8. No claim for a breach of any representation or warranty by Trads shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was disclosed to User and/or actually known by User prior to termination.
and Trads mobile application and that it will not have any right or remedy rising out of any representation, warranty or other statement not expressly set out in this Agreement.
19.10. All claims related to the use of the Service or Program shall be submitted by the User within 30 days from the end of the Reporting Period only. In the case of missing the specified term, Trads reserves the right not to process the complaint, and all the Services shall be deemed rendered properly and subject to payment.
19.11. Headings to sections and subsections in this Agreement are for the convenience of the parties only and are not intended to be a part of or affect the meaning or interpretation hereof.
19.12. You agree on using of any communication method (email message/SMS message/phone) with contact details provided in your personal account.
This agreement was last updated on 30.04.2020