Terms & Conditions
These General Terms and Conditions apply to the use of the TC Ads Platform as defined below. By using the Service, you agree to the General Terms and Conditions. If you do not wish to agree to them, you cannot use the Service. We advise you to read these General Terms and Conditions carefully so that you are aware of your rights and obligations when using Traffic Company's Service.
For purposes of this Agreement, any capitalized terms shall have the meaning expressly set out below for such term.
Dashboard.tcads.com is the interface provided by TC Ads to the Advertiser so the Advertiser is able to upload (push) campaigns, and follow the performance at the statistics.
Advertiser(s) means TC Ads partners, the advertiser creates (push) campaigns on the network/dashboard of TC Ads.
Click means the number of times, as recorded by TC Ads an End-User visits/hits the Advertiser’s promotional ad.
End-User means individuals who have legally and validly seen or clicked the ad/promotion.
Publisher(s) means an entity or private person that has the capacity to (directly or indirectly) deliver Push-Notifications to End-Users.
Push-Ads Material/campaign means the text, graphics, logos, designs, trademarks and copyrights created by the Advertiser for a particular Push-Notification/campaign.
Push-Notification means the actual ad format directly delivered to End-Users' mobile or desktop device, who have previously and expressly accepted to receive push notifications, or subscribed to the same.
TC Ads means the network created by TC Ads itself. This is the place where we connect demand an supply.
2. Purpose of the Agreement
The purpose of this agreement is that the guidelines of TC Ads are clear for everyone involved. We do our very best to manage everything in the best way and make sure that our self serve platform running smoothly for our partners. TC Ads acts at all times as an intermediary, with no effective knowledge on the content of the Push-Notifications shown to End-Users (or the Websites or Applications they redirect to), and with no control or responsibility to the End-Users to which the Push-Notifications will be shown. The Advertiser and the Publisher are the only responsible parties, respectively, for such content, and for ensuring End-Users have legally and validly completed the subscription or acceptance to receive Push-Notifications. We do not tolerate any form of abuse of our platform this can end up with a fine and or any other report. We don’t tolerate:
- Applying an unauthorized credit card for paying commissions or funding your account.
- Trying to access any other TC Ads services that don’t belong to the self-serve platform without authorization.
- Advertising of illegal service or products
- Taking part in any fraud traffic.
- Being the part of the entity that spawns malware and dangerous software that can stand in the way of normal user experience in all possible ways.
- Engaging in actions that cause copyright infringement, patent, trademark, or corporate secrets violation, including publicity or privacy rights.
- Doing something that can be potentially harmful to TC Ads and its partners, servers, technology, and overall operation (e.g denial-of-service attack).
3. Advertisers' Push-Notifications
Advertiser will be responsible for creating and uploading campaigns at TC Ads. The advertiser is responsible for the filters/targeting of the campaign. As it’s a self service platform.
The Advertiser is the only party liable for the ad/promotion materials and any other information and specification included in the TC Ads Platform regarding a particular ad/promotion.
TC Ads could not be held responsible for any damage or loss as may be caused by the disruption of Push-Notifications or the removal of Push-Notifications by any Publisher and/or third party.
4. Advertising Budget
TC Ads is a platform that is based on prepayment, which means that you need to add funds before you can launch any campaign. All payments should be done in US dollars.
The Advertiser can deposit funds to their account through the "Add Funds" page in their TC Ads dashboard. Having the option to choose between one of four packages:
- 100 USD
- 250 USD (with a 10 USD bonus added after each successful payment)
- 500 USD (with a 25 USD bonus added after each successful payment)
- 1,000 USD (with a 75 USD bonus added after each successful payment)
TC Ads will deliver traffic according to the available budget. It can occur that the advertiser’s budget may be exceeded if this happens, TC Ads will send out an invoice for the exceeded amount. The advertiser will pay for this invoice within 30 days.
Each time TC Ads receives a deposit from the Advertiser. TC Ads will create an invoice that is corresponding with the amount and payment. All parties will cover the costs and commissions charged by their bank or any other payment provider. Advertiser is responsible for paying all taxes, government charges, and reasonable expenses and attorneys’ fees TC Ads incurs collecting unpaid amounts. Charges are solely based on TC Ads platform measurements. Nothing in these Agreement may obligate TC Ads to credit any amount to the Advertiser.
Advertiser acknowledges that TC Ads will generate the invoices based on the data provided by the Advertiser and therefore warrants that such data is accurate, fully and legally compliant, especially for invoicing and taxation purposes. Any Advertiser 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. Advertiser 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, Advertiser will hold TC Ads totally harmless from any of the said errors, direct or indirect loss or damages.
Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to TC Ads may be shared with companies who work on behalf of TC Ads, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to TC Ads and servicing Advertiser’s account.
TC Ads holds the right to withhold deposit or charge Advertiser’s account due to any breach of this Agreement by Advertiser.
Refunds will we made:
- By paypal or bank transfer in any other cases (at TC Ads’s discretion).
- No other refund method will be applicable.
- Any commission or fee applicable to the refund will be paid by the Advertiser.
- No refund will be made for amounts below 50 USD.
- TC Ads have the right to charge $15 handling fee for each refund.
For the sake of clarity, such refunds will not include any bonus or free credit given by TC Ads (only payments made by the Advertiser itself and not used).
5. Use of the TC Ads Platform by Publishers
Upon registration, each Publisher will be assigned an Account Manager that will set up the feeds required to allow the Publisher access to TC Ads’s real time bidding system. Once this process has been completed, Publishers will be entitled to deliver the Push-Notifications included in the TC Ads Platform to its End-Users, at the price per Click fixed by TC Ads’s real time bidding system.
Misuse of the TC Ads Platform, this is procuring business transactions by unfair methods or inadmissible means that violate applicable law or this Agreement, is prohibited.
In particular, Publishers are prohibited from attempting to obtain commissions by procuring business transactions themselves or through a third person, which not derive from End-Users effectively visiting Advertisers’ Websites or Applications, by means of real clicks on the relevant Push-Notification (for instance fraudulently pretending or faking business transactions, by obtaining clicks on the Push-Notifications generated by automated systems or similar mechanisms). Any method to artificially and/or fraudulently inflates the volume of clicks is strictly forbidden.
Any form of misuse will lead to the blocking of the Publishers’ accounts immediately (in this case Publishers may raise an objection (i.e. via letter, fax, e-mail) within fifteen days in order to provide a statement and evidence that its performance has been at all times in accordance with this Agreement). Publisher’s use of any means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, TC Ads may terminate this Agreement without prior notification. Such termination is at the sole discretion of TC Ads and is not in lieu of any other remedy available at law or equity. In the event of termination, as a penalty for the breach of this Agreement, the Publisher shall not be entitled to any remuneration or amounts credited in its Administration Panel, regardless of any other or further liability incurred by the Publisher.
TC Ads’s Platform will be the official counter for determining the number of Clicks delivered and amounts payable under this Agreement.
Publisher(s) will indemnify and hold TC Ads harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from their infringement of this Agreement.
6. Publisher Payment
TC Ads will pay Publisher for the Clicks obtained at the fee established by the real time bidding system (Publisher’s Revenue).
If no particular terms are agreed, payments will be done monthly (Net 30), based on the Clicks obtained during the previous month.
Publisher will issue the corresponding invoices.
Publisher payments will be made by wire transfer, Paypal, Paxum, or by any other payment mechanism mutually agreed between the Publisher and TC Ads.
TC Ads acts solely as an intermediate between Publishers and Advertisers; and therefore, TC Ads shall only be liable to Publisher for Publishers Revenue based on payments from Advertisers that it has received without restrictions that constitute immediately-available funds to TC Ads. Publisher agrees that (i) TC Ads shall have no liability or obligation to Publisher for payments due but unpaid from Advertisers; and (ii) Publisher shall hold TC Ads harmless and indemnify it from any claims or liability related to such unpaid amounts. TC Ads agrees to make every reasonable effort to bill, collect and clear payment from the Advertisers on a timely basis. TC Ads, reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein.
TC Ads assumes no responsibility for paying any income taxes, banking commissions or currency fees on behalf of Publisher. By participating in the TC Ads Network, Publisher assumes complete and sole responsibility for any taxes, banking commissions or currency fees owed as a consequence thereof.
TC Ads is entitled to withhold, stop or cancel any payments due to Publisher, or disclose any information regarding the Publisher, should it be required to do so by a court or administrative authority.
7. Measurement of Push-Notifications Performance
TC Ads’s Platform will be the official counter for determining the number of Clicks delivered and amounts payable under this Agreement.
Advertiser and Publisher understand that TC Ads’s online real-time statistics may not be 100% accurate and that TC Ads may make adjustments to online statistics.
TC Ads cannot guarantee any volume of traffic. Clicks can differ from one day to another following the performances of each Push-Notification.
Each Party undertakes not engage any Fraudulent Activity. Fraudulent Activity means any of the following: (i) fictitious, automated and/or fraudulent clicks; (ii) management and placement of Push-Notifications in violation of any applicable law or regulation or breaching the specifications agreed between the Parties.
8. Parties Representations
Each Party will make every effort to uphold the highest ethical and commercial standards.
Each Party represents and warrants to the other Party that: (i) it has the full corporate right, power and authority to enter into the Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (ii) this Agreement constitutes a legal, valid and binding obligation for such Party, enforceable against the same in accordance with its terms; and (iii) it will act in accordance with all applicable laws, rules and regulations.
Additionally, Publisher represents and warrants that (i) all of the information provided by Publisher to TC Ads (or TC Ads Platform) is correct, complete and current; and (ii) all End-Users to whom Push-Notifications will be delivered have validly and legally subscribed to (or accepted) such Push-Notifications.
PARTICULAR COVENANTS ON ANTI-BRIBERY
TC Ads is committed, in accordance with its zero-tolerance policy for bribery and corruption (the Anti Bribery and Corruption Policy), to ensure that all TC Ads’s activities and the activities of all of TC Ads’s advertisers, publishers, affiliates and business partners comply with all applicable laws and regulations and accord to the highest principles of corporate ethics. Accordingly, YOU undertake, in performing your activities under this Agreement, to comply with all applicable laws related to the fight against bribery and corruption and in particular:
YOU hereby agree that neither yourself (directly or through your own networks), nor your agents or other representatives involved in your business shall violate any applicable anti-corruption or anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and United Kingdom’s Bribery Act of 2010 (the Anti-Bribery Laws), or act in a way which may result in such violation or cause other to violate Anti-Bribery Laws. To this effect it is placed on record that the Anti-Bribery Laws: (i) prohibit payments to government officials and private individuals, either directly or through intermediaries, for the purpose of obtaining or retaining business, or securing an improper business advantage; (ii) require the maintenance of complete and accurate books, records, invoices and other documents concerning payments and expenses which reflect in reasonable detail the character and amount of such expenditures and the transactions to which they relate; and (iii) prohibit use of any funds that are not fully accounted for, including “off book” accounts.
You represent, warrant and covenant that, in connection with the Agreement or any other transactions or actions involving or benefiting TC Ads, neither YOU nor any of your agents or other representatives will make or promise to make, have ever made, or have ever agreed or promised to make, any payments or transfer any gifts, valuables, property, benefits, or anything of value, directly or indirectly, to: (а) any governmental officials or employees (including representatives of state-owned and state-controlled corporations), (b) any political parties or their officials or candidates, or (c) any other person or entity, if such a payment or transfer could violate the Anti-Bribery Laws. YOU shall not offer, promise, give, authorize, solicit or accept any undue amount or other advantage related to any prospective leads, impressions, clicks, acquisitions, installations, registrations, or payments made under this Agreement or otherwise.
Upon the request of TC Ads, YOU shall make books, records, and documents available for inspection to the extent to which they concern the transactions on the TC Ads Platform, provided that the inspection takes place while the Agreement is in force or within the five (5) years upon Agreement’s termination. YOU shall fully cooperate in any survey and/or audit that may be conducted.
YOU represent, warrant and covenant that YOU have not taken or failed to take any actions which would subject TC Ads or its network to potential liability under the Anti-Bribery Laws.
TC Ads shall be entitled to immediately terminate this Agreement (at any time and without prior notice) if it determines, in its sole discretion, that any of YOUR activities do not fully comply with the Anti-Bribery Laws or TC Ads’s Anti Bribery and Corruption Policy.
PARTICULAR COVENANTS ON ANTI-MONEY LAUNDERING
Additionally, TC Ads is committed, in accordance with its zero-tolerance policy for money laundering and terrorism financing (the Anti-Money Laundering and Counter-Terrorism Financing Compliance Policy), to ensure that funds related to, or derived form, TC Ads’ activities are not derived from criminal activity or other non-legal or non-legitimate means. Accordingly, YOU hereby declare that YOU are also committed to preventing money laundering by having proportionate and effective anti-money laundering systems and processes in place. TC Ads shall be entitled to immediately terminate this Agreement (at any time and without prior notice) if it determines, in its sole discretion, that any of YOUR activities do not fully comply with TC Ads’s Anti-Money Laundering and Counter-Terrorism Financing Compliance Policy.
9. No Warranty
TC Ads’s Platform is provided on an “as is” and “as available” basis, without any warranty of any kind and without any guarantee.
To this effect the Advertiser declares, acknowledges and accepts that (i) TC Ads has no obligation to distribute the Push-Notifications or otherwise promote and manage the Push-Notifications, and TC Ads disclaims all guarantees regarding the results or performance of Push-Notifications; (ii) the Advertiser has not relied on TC Ads’s skills, capacities or results in relation to the management of the TC Ads Platform (and it would not be reasonable to do so); (iii) TC Ads does not warrant that the services fit for the Advertiser, its business, the purpose, revenue or profit perspectives of the Advertiser or its clients (and TC Ads cannot do so); (iii) TC Ads has made no express warranties about the TC Ads Platform, software or third-party contents; the TC Ads Platform may not be uninterrupted, timely, secure or free from errors; TC Ads will not be responsible for interruptions or errors which may have occurred in the network, servers or platforms of third parties (iv) the Advertiser is solely responsible for any losses, damages, expenses, liabilities, etc. (including loss of data) arising from the use of the TC Ads Platform.
ADVERTISER ACKNOWLEDGES, AGREES AND ACCEPTS THE RISK THAT PROHIBITED OR IMPROPER ACTIVITY CAN BE GENERATED BY THIRD PARTIES, AND ANY CREDITS OR REFUNDS FOR SUCH ACTIVITY ARE AT TC ADS’ SOLE DISCRETION. TC Ads SHALL HAVE NO RESPONSIBILITY OR LIABILITY IN RELATION WITH ANY THIRD PARTY CLICK FRAUD OR OTHER IMPROPER ACTIONS THAT MAY OCCUR.
10. Duration and Cancellation
The Agreement between the Parties shall be indefinite and shall come into force on the date YOU complete your registration in the TC Ads Platform by pressing the “Sign up” button. Either Party may terminate the Agreement, or may cancel or suspend a Push-Notification campaign at any time.
Either Party, acting in good faith, may withdraw a specific campaign without having to provide prior notice to the other Party for legal reasons or in the event of a third-party claim which may cause damages.
Clauses 8 (Parties Representations), 9 (No Warranty), 11 (Limitation of Liability) 12 (Indemnity for Damages), 13 (Data Protection) and 14 (Miscellaneous) shall remain in force after the termination of the Agreement.
11. Limitation of Liability
- Time Limitation. No action arising under or relating to this Agreement, regardless of its form, may be brought by YOU more than two (2) months after the cause of action has occurred and, in any event, no later than two (2) months after the termination of this Agreement. TC Ads will not be liable for actions brought after this time limitation.
- Actions that may entail liability. TC Ads will only be liable in case of (a) TC Ads’s direct material breach of the Agreement, not remedied within fifteen (15) business days upon YOUR written notification to this effect, or (b) wilful, unlawful or malicious acts (or omissions) committed directly by TC Ads.
- Damages. TC Ads’s liability will be limited to DIRECT damages, losses, costs, liabilities, fines or penalties suffered by YOU. In no event TC Ads will be liable vis-à-vis YOU for the results of a specific campaign, or for any indirect, incidental or consequential damages of any type (including but not limited to loss of profits, revenues, data, business interruption, or loss of goodwill, clients or reputation).
- Claimant. In no event TC Ads will be liable towards third parties different form YOU.
It is expressly placed on record that in no event YOU will be entitled to suspend or retain payments in case a claim is brought against TC Ads.
THE FOREGOING LIMITATIONS ARE FUNDAMENTAL TO THE ENTERING INTO THIS AGREEMENT BY TC Ads. YOU DECLARE, ACKNOWLEDGE AND ACCEPT THAT IT IS FAIR AND REASONABLE FOR TC Ads TO RELY ON THE FOREGOING LIMITATIONS.
12. Indemnity for Damages
YOU agree to defend, indemnify and hold harmless TC Ads and each of the members of TC Ads Network from and against any and all damage, injury, liability, costs and expense (including reasonable attorneys’ fees) or other claim, whether or not involving a third party claim, related to (i) claims arising from YOUR activities in relation to the Agreement, including, by way of illustration and not limited to, claims arising from the infringement of third-party rights; (ii) the management, publication, display or distribution of Push-Notifications (including claims for defamation; breach of confidentiality agreements; violation of privacy; false, deceptive or misleading publicity or bad sales practices; non-fulfilling of consumers or End-Users rights; or failure to comply with representations made); (iii) wilful, unlawful, negligent or malicious acts (or omissions) committed by YOU; (iv) breach of the terms of the Agreement or the failure to perform any obligation undertaken in the Agreement.
TC Ads will have the right to control the defence of any claim involving TC Ads.
Each of the Parties hereby represents and warrants it is in compliance with the Data Protection regulations applicable to the same (including EU regulations in force on the protection of natural persons with regard to the processing of personal data and on the free movement of such data), and that it has complied with all the terms, requirements, proceedings and regulations required to collect personal data (by whatever means), taking into account the foreseen use of the same.
YOU acknowledge and accept that all personal data submitted in relation to the Agreement (or your registration in the TC Ads Platform) will be incorporated on TC Ads database, created with the aim to carry out the contractual relationship between the Parties, as well as to provide commercial information (by any means available, including by web-based technology), in order to complement the commercialized services. TC Ads informs YOU of YOUR rights of access, rectification, cancellation and opposition. YOU are entitled to exercise any of these rights, by means to written notification to the following email address: firstname.lastname@example.org.
License. YOU agree that TC Ads may include YOUR name (including any trade name, trademark, service mark and logo) on TC Ads’s Network list and marketing materials and sales presentations and YOU provide TC Ads with the license to use YOUR trade names, trademarks, service marks and logo for the purpose hereof.
Ownership. TC Ads is the sole owner of any and all intellectual property rights associated with the TC Ads Platform. TC Ads retains all rights, title and interest, including any and all intellectual property rights in and to any materials created, developed or provided by TC Ads in the TC Ads Platform. TC Ads reserves all rights not expressly granted herein.
Commercial Nature of the Relationship. The relationship which is established between the Parties by virtue of the Agreement, is a commercial relationship to all effects. TC Ads and YOU are independent Parties who shall act in this capacity at all times, and nothing contained in the Agreement, nor any action taken by any Party in the execution of the same, shall be deemed to constitute either Party (or any of such Party's employees, agents or representatives) an employee, or legal representative of the other Party, nor to create any joint venture, association, syndication or any other type of relationship between them. The Parties shall each be separately liable for any corporate, tax, employment or other type of obligations arising from their commercial and economic activities.
Entire Agreement. This Agreement constitute the Parties’ entire agreement with respect to the subject matter hereof, and replace, annul and supersede any other agreements or documents of the Parties in relation thereto.
TC Ads reserves the right to modify, from time to time and in its sole discretion this Agreement. In case of modification of this Agreement, TC Ads will communicate this to YOU. The notified modification shall be deemed accepted by YOU provided that YOU do not communicate in writing to TC Ads YOUR disagreement within a period not exceeding five (5) days. In case YOU communicate YOUR disagreement, TC Ads will be entitled either to terminate the Agreement, or to maintain applicable to YOU the terms and conditions in force prior to the modification.
Waiver. The waiver by either Party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective only to the minimum extent necessary without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.
Force Majeure. Neither Party shall have any liability for any failures or delays in performance of the Agreement arising from force majeure events beyond their control. Force majeure events include, but are not limited to, natural disasters, governmental actions, regulatory actions or restrictions, sanctions, wars, terrorist acts, etc.
Governing Law and Jurisdiction. The Agreement between the Parties is governed by and interpreted (without giving effect to conflict of laws principles) in accordance with the Dutch law.
The Parties expressly submit any disputes arising in connection with the validity, interpretation or performance of the Agreement, to the jurisdiction of the courts of the city of Leeuwarden, waiving any other jurisdiction which may correspond to them.