- Binding Agreement
- TrafficHaus Services
- TrafficHaus provides online marketers, agencies, publishers and networks with a Catalog of Media available for purchase, and provides Media property owners a safe and efficient marketplace for the sale of online advertising inventory, and the monitoring of the overall efficacy of such efforts, all with an eye toward bringing transparency and efficiency to the participants of the online marketing industry (collectively, the "Services"). You understand and agree that as part of your use of the Services, you may in certain circumstances receive communications from Traffic Haus, including without limitation in response to a research inquiry, to verify the accuracy of listings, to validate the legitimacy of bids, to confirm a purchase or sale or with respect to order fulfillment, and that these communications form an essential part of your use of the Services from which you cannot opt out. In all cases, you acknowledge and agree that the Services are provided to you "AS-IS" and that TrafficHaus assumes no responsibility for the accuracy or timeliness of any information provided to you through the Services or with respect to the fulfillment of orders placed through the Services.
- Registration with TrafficHaus
- For most Services, you will be required to register with TrafficHaus prior to being able to utilize such Services, including providing all registration information. As consideration for the use of such Services, you represent and warrant that:
- all Registration Information provided by you is true, accurate, current and complete at the time of registration and you undertake to update all such Registration Information if at any time during your use of the Services it becomes untrue or inaccurate;
- you are at least eighteen (18) years of age;
- you, or the entity you represent, has not, within the last twenty-four (24) months, declared bankruptcy, made or been forced to make an assignment for the benefit of creditors, been adjudicated bankrupt and/or voluntarily commenced a liquidation;
- you are legally authorized to conduct your business, including conducting such activities as are contemplated by use of the Services in whatever manner so used;
- you will use the Services for the sole and exclusive purpose of conducting market research, buying and/or selling internet advertising, and tracking fulfillment of orders purchased or sold through the Services on your own behalf, or on behalf of your clients.
- If any of your representations and warranties with respect to (a) through (e) above is untrue, inaccurate, not current or incomplete, you are not authorized to use the Services and TrafficHaus may, in its sole discretion, prevent your use of the Services or invalidate any action taken with respect to your use of the Services, provided that TrafficHaus may also, notwithstanding a violation of such representations and warranties, hold you completely and totally liable for any actions taken with respect to your use of the Services, including for payment of any fees you may incur using such Services, if any.
- TrafficHaus reserves the right to refuse access to the Services to anyone at any time and for any reason in its sole discretion.
- You understand and agree that in the course of registration, you will be asked to provide a secure password and log in information for purposes of accessing those Services that require registration. You certify that you will only provide such secure password and log in information to those individuals associated with you that are duly authorized to act on your behalf with respect to the Services. You acknowledge and agree that you will be solely responsible for any and all activity of whatever nature conducted through the Services using such secure password and log in information. TrafficHaus will not be responsible for any loss, damage and/or unauthorized use of your secure password, log in information or related accounts. You agree to notify TrafficHaus immediately of any unauthorized use or your secure password, log in information or related accounts as soon as you become aware of any such unauthorized usage. In order to assist TrafficHaus in maintaining the security of all secure passwords, log in information and all related accounts and as further consideration for your use of the Services, you agree to properly log off of secure areas within TrafficHaus at the end of each such usage.
- If, at any time, you provide any Registration Information, by update or otherwise, that is untrue, inaccurate, not current or incomplete, or if TrafficHaus has reasonable grounds to suspect that such Registration Information is untrue, inaccurate, not current or incomplete, TrafficHaus has the right to terminate or suspend your access to all or a portion of the Services. Notwithstanding any such suspension or termination, you will remain liable and solely responsible for any and all activity of whatever nature conducted through the Services.
- TrafficHaus Intellectual Property Policy
- TrafficHaus respects the intellectual property of others and by use of the Services, you agree to do the same, including without limitation, the patents, copyrights and trademarks of others. TrafficHaus reserves the right to suspend or terminate access to the Services of any party that it believes, in its sole discretion, is violating the patent, copyright or trademark of others.
- For the purposes of the acceptance of these terms and conditions, which will be considered an agreement, ("Agreement"), “Confidential Information” shall mean any and all technical and non-technical information, whether in written, verbal or any other form, belonging to or disclosed by each disclosing party and designated as confidential, including copyrights, trade secrets, and other proprietary information, including, but not limited to, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents and formulae related to the current, future and proposed products, documents and services of such disclosing party, and further includes, without limitation, any information of such disclosing party concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, customer lists, business forecasts, sales and merchandising, and marketing plans and information. The disclosing party can be either party, TrafficHaus or the User. The receiving party can be either party or an employee of TrafficHaus, receiving information from either TrafficHaus itself or User.
- Each receiving party agrees that it will not copy or use in any way Confidential Information.
- Each receiving party agrees that it shall disclose the disclosing party's Confidential Information only to those of its employees who need to know such information and provided that the receiving party has ensured that such employees will be bound by terms and conditions substantially similar to those of this Agreement. Each receiving party also agrees to advise each such employee, before he or she receives access to the Confidential Information, of the obligations of the receiving party under this Agreement.
- Each receiving party agrees that it shall take all reasonable steps to safeguard the disclosing party's Confidential Information including at a minimum, those steps that it takes to protect its own Confidential Information, and that it shall be responsible to the disclosing party for any disclosure or misuse of Confidential Information which results from a failure to comply with this Agreement.
- Each receiving party further agrees that it shall not publish, or otherwise disseminate or disclose any of the disclosing party's Confidential Information to any third party.
- For the purposes of this Agreement, Confidential Information shall not include any information which:
- (a) is required to be disclosed by law, provided however, that if the receiving party receives a subpoena or similar document requiring it to disclose the disclosing party’s Confidential Information, the receiving party shall notify promptly the disclosing party so that the disclosing party can take appropriate action to suppress the disclosure of its Confidential Information or else insure that its Confidential Information is disclosed under confidentiality provisions only.
- (b) Any information previously available to the public at the date of disclosure.
- (c) Is documented and notarized as independently developed by the receiving party without reference to the disclosed Confidential Information.
- All Confidential Information reduced to writing and furnished to the receiving party by the disclosing party shall remain the property of the disclosing party and shall be returned to it immediately upon termination of this Agreement or upon the disclosing party's request for any reason, together with any and all copies thereof.
- The parties' obligations with respect to each other's Confidential Information under Sections  through  above shall remain in effect for a period of five (5) years from the date of the last disclosure of Confidential Information made hereunder.
- Since unauthorized disclosure of Confidential Information will diminish the value of the proprietary interests that are the subject of this Agreement, if the receiving party breaches any of its obligations hereunder, the disclosing party may be entitled to equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages.
- Non-Circumvention and Non-compete. Users, employees of all parties and Traffic Haus agrees that he will not use any of disclosing party’s proprietary designs, trademarks, names, research, development and clinical results, nor it will use similar designs, trade marks and names, for manufacturing and/or selling similar products to any entity worldwide for a period of ten (10) years from the execution of this Agreement.
- This Agreement shall be effective as of the later date of execution signed below and will continue in effect for five (5) years from such date, in accordance with the confidentiality provisions of any detailed agreement which the parties may enter into.
- Attorneys' Fees. In the event of any litigation concerning any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach hereof, or the interpretation hereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorneys' fees, and costs incurred therein or in the enforcement or collection of any judgment or award rendered therein. The proper venue for such action will be San Diego, California.
- Copyright Matters
- With respect to copyright matters, re-use of any of TrafficHaus editorial content and graphics for any purpose without TrafficHaus permission is strictly prohibited. All graphics and editorial content on TrafficHaus and any related sites are protected by U.S. copyright, international treaties, and other applicable copyright laws and may not be copied without the express permission of Traffic Haus, which reserves all rights. Permission to use Traffic Haus' content is granted on a case-by-case basis. Do not copy or adapt the HTML or other code that TRAFFIQ creates to generate pages. It also is covered by TrafficHaus copyright.
- As a regular part of our business, TrafficHaus displays advertisements and product listings from a wide variety of companies. TrafficHaus is not in a position to arbitrate disputes between the owners of intellectual property rights and companies who advertise or list their products on TrafficHaus sites. However, as a courtesy to owners of intellectual property rights, TrafficHaus is willing to perform a limited investigation of reasonable complaints. However, TrafficHaus provides no guarantee that we will remove the allegedly infringing materials from Traffic Haus sites.
- TrafficHaus encourages the owners of intellectual property rights who believe their rights are being infringed by a company who advertises or lists its products on our site to resolve their disputes directly with that company.
- If your materials have been removed from our Services, including without limitation removal from TrafficHaus, based on the complaints of another party, TrafficHaus will provide you with notice of the removal of such materials due to alleged infringement of a third party's intellectual rights. TrafficHaus will also provide you with the e-mail address of the complaining party so that you may attempt to resolve the issue. TrafficHaus may restore your materials upon notification from the complaining party that the dispute has been resolved.
- Trademark Matters
- TrafficHaus, the TrafficHaus logo, are trademarks of TrafficHaus, LLC (collectively, the \\\"Traffic Haus Marks\\\"). You agree not to display or use in any manner the TrafficHaus Marks without TrafficHaus prior written consent.
- International Usage
- You acknowledge and agree that, in light of the global reach of the Internet, you will at all times comply with all local rules, laws and treaties, of whatever sort or nature, including without limitation, regarding transacting business online, the usage of all data, information, transactional data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (collectively, the \\\"Content\\\"), the transmission of technical data exported from the United States or your country of residence or organization, in connection with your use of the Services.
- Use and Storage Relating to the Services
- You acknowledge and agree that from time to time TrafficHaus may establish general practices and limits with respect to the use of its Services, such as, without limitation, the number of days a Listing may be posted, the number of days for which summary account information will be maintained, the number of days a Listing may cover, the number of days historical transaction data will be maintained and/or accessible, and the number of Listings an account may create, the number of campaigns you may create, the number of advertisement files you may upload to TrafficHaus, the number of bids you may submit, the maximum number of reports, research requests or other information queries that may be requested in a given time period, and the maximum amount of time you may be logged into your account in a given time period, among others. By using the any portion of the Services, you acknowledge and agree that you will be subject to any and all such general practices and limitations and further, that Traffic Haus reserves the right, in its sole discretion, to alter these general practices and limitations from time to time, as it deems necessary or appropriate. You also acknowledge and agree that, by using any portion of the Services, you have no continuing rights to the information stored by Traffic Haus.
- Termination, Suspension or Modification of Services
- You acknowledge and agree that Traffic Haus has the right at any time and in such frequency as it determines to suspend, discontinue, or terminate the Services, in whole or in part, with or without notice to you. You further acknowledge and agree that Traffic Haus shall not be liable to you or any third party for any such suspension, discontinuance, or termination of the Services for any reason.
- Under some circumstances, Traffic Haus reserves the right to terminate your access to the Services, in whole or in part, immediately and without notice to you. Reasons for such a termination include, without limitation, (i) a breach or breaches of the Terms or other agreements and/or guidelines incorporated herein by reference, (ii) engagement by you in conduct that is deemed by Traffic Haus, in it sole and exclusive judgment, to be fraudulent or constituting an illegal act, (iii) a request made by law enforcement or other government agencies, (iv) a request made by you (self-selected termination); (v) suspension, discontinuance, or material modification of the Services or a portion thereof; (vi) unanticipated technical or security problems or issues; (vii) periods of extensive account inactivity; (viii) failure by you to pay or timely pay any fees, charges, or other monies due Traffic Haus or such third parties as it may serve as agent for in connection with settling a transaction; and (ix) violation of any agreement entered into in connection with your use of the Services. Any termination by Traffic Haus of your account and/or access to the Services will include, without limitation (i) removal of access to any and all offerings comprising the Services, (ii) deletion of your secure password, log in information and related accounts, including all historical transaction data and summaries, if any, and (iii) a prohibition against your ability to use the Services at any time in the future. You acknowledge and agree that any termination for cause is in Traffic Haus\\\' sole and exclusive discretion and that any termination of your access to the Services and/or your account shall not cause Traffic Haus to be liable to you or any third party for any reason.
- Notwithstanding anything to the contrary set for herein, Publisher Payments are related to the number of valid clicks on Ads displayed on your Properties, the number of valid impressions of Ads displayed on your Properties, or other valid events performed in connection with the display of Ads on your Properties, in each case as determined by TrafficHaus and TrafficHaus alone.
- Except in the event of termination, TrafficHaus will pay Publishers by the end of the calendar month following any calendar month in which the earned balance in your Account equals or exceeds the applicable payment threshold. Unless expressly authorized in writing by TrafficHaus, you may not enter into any type of arrangement with a third party where that third party receives payments made to you under the Agreement or other financial benefit in relation to the Services.
- In addition to our other rights and remedies, we may (a) withhold and offset any payments owed to you under the Agreement against any fees you owe us under the Agreement or any other agreement, or (b) require you to refund us within 30 days of any invoice, any amounts we may have overpaid to you in prior periods. If you dispute any payment made or withheld relating to the Services, you must notify TrafficHaus in writing within 30 days of any such payment. If you do not, any claim relating to the disputed payment is waived. If an advertiser whose Ads are displayed on any Property defaults on payment to TrafficHaus, we may withhold payment or charge back your account.
- To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account. You are responsible for any charges assessed by your bank or payment provider.
- As between you and TrafficHaus, TrafficHaus is responsible for all taxes (if any) associated with the transactions between TrafficHaus and advertisers in connection with Ads displayed on the Properties. You are responsible for all taxes (if any) associated with the Services, other than taxes based on TrafficHaus‘ net income. All payments to you from TrafficHaus in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.
- Proprietary Rights of Traffic Haus and Third Parties
- By using the Services, in whole or in part, you acknowledge and agree that the Services, any software necessarily used in connection therewith (collectively, the \\\"Software\\\") and any information or Content derived from any such usage constitutes confidential and proprietary information of Traffic Haus that is protected by applicable intellectual property and other laws. You also acknowledge and agree that Content provided or made available to you by other third parties using the Services may be protected by trademarks, service marks, copyrights, patent rights or other proprietary rights and laws. Accordingly, you acknowledge and agree that you will not, unless expressly authorized in writing by Traffic Haus or the relevant third party provider of Content, as applicable, rent, sell, loan, lease, modify, distribute, reverse engineer, or create derivative works based on the Services, the Software, or the Content, either in part or in their entirety. Traffic Haus hereby grants you a personal, non-transferable, and non-exclusive right and license to use the object code of its Software for purposes of using the Services for the purposes set for in Section 2 above, provided (i) you do not copy, modify, reverse engineer, reverse assemble, create a derivative work from, or otherwise attempt, in any way, to discover any source code, sell, assign, sublicense, or otherwise transfer in any way rights in the Software, or allow any third party to do any of the foregoing, and/or (ii) your right to use the Services for which the Software has been made available to you has not been suspended or terminated by Traffic Haus, for any reason, in whole or in part. You agree not to modify the Software in any manner or form, or use any modified versions of the Software, for any purpose, including without limitation, unauthorized access to the Services. You agree that you will not access or attempt to access the Services by any means other than through the interface provided to you by Traffic Haus for such purposes of accessing the Services.
- Proprietary Rights of Content Submitted By You; Use of Transactional Data
- While Traffic Haus does not make any claim as to ownership of Content you may submit in connection with your use of the Services or otherwise make available, by using the Services, you hereby grant Traffic Haus a worldwide, royalty-free and non-exclusive license to use, distribute, reproduce, modify, aggregate, adapt, publicly perform and publicly display such Content on the publicly accessible areas of the Services for purposes of promoting the Services and providing the Services to you and other third party users of the Services for so long as you continue to provide any such Content on or through the Services, subject to termination at such time as you or Traffic Haus removes such Content from inclusion in the Services. For purposes of clarity, those areas of the Services that are \\\"publicly available\\\" include all areas of the Services that are accessible by the general public, whether registered with Traffic Haus pursuant to Section 3 above or otherwise, as well as those portions of the World Wide Web that are not hosted and/or served by Traffic Haus but are accessible via hypertext and other links. Additionally, you represent and warrant that you have all requisite rights and interests to all Content you may submit in connection with your use of the Services or otherwise make available, by using the Services.
- Notwithstanding anything to the contrary set forth above in this Section 11, you hereby grant to Traffic Haus a perpetual, irrevocable, worldwide, royalty-free and non-exclusive license to use, distribute, reproduce, modify, aggregate, adapt, publicly perform and publicly display that portion of the Content that constitutes transactional data with respect to the use of the Services, including without limitation, sales data, click-through data, winning bid price data, auction length data, and ratings and opinions submitted by you in connection with your use of the Services (collectively, the \\\"Transactional Data\\\").
- Hypertext links to Third Party Websites
- In the course of your use of the Services, you may be provided with hypertext links to other Internet web sites and/or resources over which Traffic Haus has no control, including without limitation with respect to the content of such other Internet web sites and/or resources. By using the Services, you acknowledge and agree that Traffic Haus is not responsible for any such Internet web sites and/or resources in any way, including without limitation, the content of such web sites and the availability of such web sites. Furthermore, you acknowledge and agree that Traffic Haus, by including such hypertext links in the Services, does not purport to endorse and is not in any way responsible or liable for any of the services, products, content, advertising or other materials appearing on or available through any such Internet web sites and/or resources, including without limitation any damages or losses resulting from or alleged to be resulting from or in connection with use of or reliance on any such services, products, content, advertising or other materials appearing on or available through any such Internet web sites and/or resources.
- Warranties Disclaimer
- IT IS EXPRESSLY UNDERSTOOD AND AGREED BY YOU THAT:
- THE SERVICES ARE PROVIDED SOLELY ON AN \\\"AS-IS\\\" AND \\\"AS AVAILABLE\\\" BASIS. YOUR USE OF THE SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK. Traffic Haus AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS AND SUBSIDIARIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE OR COURSE OF DEALING.
- Traffic Haus AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS AND SUBSIDIARIES ARE NOT RESPONSIBLE FOR AND YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, ANY LOSS OF DATA AND ANY OTHER NEGATIVE CONSEQUENCES THAT MAY BE CAUSED BY YOUR USE OF THE SERVICES AND ANY MATERIALS ACCESSED, VIA DOWNLOAD OR OTHERWISE, FROM THE SERVICES.
- ANY MATERIALS, INCLUDING WITHOUT LIMITATION INFORMATION, RECORDS, REPORTS, AND RESEARCH, ACCESSED, VIA DOWNLOAD OR OTHERWISE, THROUGH THE SERVICES ARE ACCESSED AT YOUR SOLE AND EXCLUSIVE RISK AND DISCRETION.
- Traffic Haus AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS, AND SUBSIDIARIES MAKE NO WARRANTY, EXPRESS OR IMPLIED, THAT (i) THE SERVICES, INCLUDING WITHOUT LIMITATION MATERIALS PROVIDED TO YOU THROUGH THE SERVICES (e.g., INFORMATION, RECORDS, REPORTS AND RESEARCH) WILL BE ERROR-FREE, ACCURATE, TIMELY, SECURE, RELIABLE OR UNINTERRUPTED, FREE FROM VIRUSES, BUGS, DEFECTS OR DEFICIENCIES (ii) THE SERVICES WILL MEET YOUR REQUIREMENTS, (iii) ANY LISTINGS PURCHASED AND/OR ORDER FULFILLED AND/OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SERVICES WILL BE DELIVERED TO YOU IN A TIMELY MANNER, IN WHOLE OR IN PART, OR AT ALL, WILL CONFORM TO THE SPECIFICATIONS SET FORTH IN ANY LISTING, IN WHOLE OR IN PART, OR WILL OTHERWISE MEET YOUR EXPECTATIONS, (iv) THE LISTINGS PURCHASED AND/OR THE ORDERS FULFILLED AND/OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SERVICES WILL YIELD ANY PARTICULAR RESULTS FOR YOU, AND (v) ANY ERRORS IN THE SERVICES AND/OR THE SOFTWARE WILL BE CORRECTED. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION 13(d), IN THE EVENT A SUBSEQUENT AGREEMENT ENTERED INTO IN CONNECTION WITH YOUR USE OF THE SERVICES PROVIDES FOR WARRANTIES CONTRADICTED BY THIS SECTION 13(d), THE WARRANTIES SET FORTH IN SUCH SUBSEQUENT AGREEMENT WILL CONTROL AND SUPERSEDE THIS SUBSECTION WITH RESPECT TO SUCH PARTICULAR SERVICES.
- NO INFORMATION, ADVICE, OR INSTRUCTION, REGARDLESS OF FORM OF COMMUNICATION, PROVIDED TO YOU FROM Traffic Haus, WHETHER THROUGH USE OF THE SERVICES OR FROM Traffic Haus\\\' OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS AND SUBSIDIARIES, WILL CREATE ANY WARRANTY OTHER THAN THOSE EXPRESSLY SET FORTH IN THESE TERMS.
- Limitation of Liability
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT Traffic Haus AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS AND SUBSIDIARIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES, (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS AND/OR DATA, (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION AND/OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES, (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING OR MADE AVAILABLE ON OR THROUGH THE SERVICES, AND/OR (v) ANY OTHER MATTERS RELATING TO THE SERVICES.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION 14, IN THE EVENT A SUBSEQUENT AGREEMENT ENTERED INTO IN CONNECTION WITH YOUR USE OF THE SERVICES PROVIDES FOR TERMS WITH RESPECT TO LIMITATION OF LIABILITY THAT IS CONTRADICTED BY THIS SECTION 14, THE TERMS WITH RESPECT TO LIMITATION OF LIABILITY SET FORTH IN SUCH SUBSEQUENT AGREEMENT WILL CONTROL AND SUPERSEDE THIS SECTION 14 WITH RESPECT TO SUCH PARTICULAR SERVICES.
- FURTHER NOTWITHSTANDING THE FOREGOING, SOME OF THE FOREGOING EXCLUSIONS OF CERTAIN WARRANTIES AND/OR THE LIMITATION AND/OR EXCLUSION OF WARRANTIES MAY NOT APPLY TO YOU, SINCE SOME JURISDICTIONS DO NOT ALLOW IT.
- You agree, as additional consideration for your use of the Services, to fully indemnify and hold harmless Traffic Haus and its officers, employees, agents, affiliates, partners, licensors, parents and subsidiaries from and against any demand or claim, including reasonable attorneys\\\' fees, made by any third party due to or arising out your use of the Services, your connection to the Services, your violations of the Terms, any Content you submit, post, transmit or otherwise make available through the Services, or your violation of any rights of another.
- General Provisions
- There shall be no third-party beneficiaries to your agreement with Traffic Haus pursuant to these Terms, except as may otherwise be expressly provided for herein
- These Terms constitute the entire agreement between you and Traffic Haus and govern your use of the Services, superseding any prior agreements between you and Traffic Haus with respect to the Services. In certain circumstances, you may also be subject to additional terms and conditions applicable to purchases of certain products and or services available by or through TrafficHaus, whether made available directly by Traffic Haus or by certain of its affiliates and third-party providers.
- Any notices Traffic Haus may provide to you, including those with respect to a change of these Terms, may be made to you by postings on the Services or by e-mail or by regular mail. Any notices required by you hereunder shall be sent to Legal Department, 611 K Street Suite B102, San Diego, CA 92101 ATTN: Legal, via certified mail.
- You may not assign any of your rights or responsibilities hereunder without first receiving the prior written consent of Traffic Haus.
- The section headings contained in these Terms are solely for the purpose of reference and will not in any way affect the meaning or interpretation of these Terms.
- You represent and warrant that by accepting these Terms and/or using the Services in any way, that you are not breaching any duty or obligation to any third-party and that the person executing this Agreement on behalf of it is the duly authorized representative of such party and authorized to bind it to the terms of this Agreement.
- If you believe there have been any violations of these Terms, whether by you or another, you agree to report it to email@example.com as soon as possible.
KNOWLEDGE ASSIGNMENT AGREEMENT
Notwithstanding anything contained previously in these Terms and Conditions, As an additional and exclusive condition of the initial and continued usage of TrafficHaus or any of its affiliates Pop UP Ad Blocking Technology (“usage”), including but not limited to ReviveAds.com and AdRestore.com, its subsidiaries, affiliates, successors or assigns (together the “Company”) and my receipt of the use of the technology now and hereafter from the Company, I agree to the following:
1. Confidential Information.
I hereby agree at all times during and following my usage with the Company, to hold in strictest confidence and not to use or disclose to any person, firm or corporation without written authorization of the Company, except for the benefit of the Company or to fulfill my usage obligations, any Confidential Information of the Company. Regardless of whether or not specifically marked as “Confidential,” I understand that “Confidential Information” means any and all proprietary information, technical data, trade secrets or know-how, including but not limited to, past, present, or future research, product plans, products, knowledge (whether or not patentable), methodologies, services, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during my usage), current and planned customer requirements, costs, bidding practices, price lists, markets, business plans, any and all information concerning the business and affairs of the Company (which includes historical and current financial statements, financial projections and budgets, financial and operational information, historical and projected sales, billing records, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training, techniques and materials, officer, director and member information, policies, contracts, suppliers, client, agent or correspondent lists, marketing or sales prospects), software, networks, database technologies, systems, structures and architectures, developments, knowledge, processes, formulas, technologies, designs, drawings, engineering, facilities, hardware configuration information, marketing, finances or other business information disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment, any other information, however documented, and any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for the Company containing or based, in whole or in part, on any information included in the foregoing.
(b) I further acknowledge that such Confidential Information, even though it may be contributed, developed or acquired by me, constitutes valuable, special and unique assets of the Company, which are to be held by me in trust and solely for the Company’s benefit. I further understand that Confidential Information does not include any of the foregoing items that has become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved, or information that I have acquired wholly independently of my relationship with the Company. I further acknowledge that the Confidential Information includes “trade secrets,” and in addition to the other protections provided herein, all trade secrets shall be accorded the protections and benefits of the Uniform Trade Secrets Act, any other applicable law and the common law.
(c) I agree that I will not, during my usage with the Company, improperly use or disclose any proprietary information or trade secrets of the Company, or other person or entity and that I will not bring onto any premises, any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.
(d) I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it in any manner except as necessary in carrying out my work for the Company in accordance with the Company’s agreements or other arrangements with any such third parties.
Assignment of Knowledge
If in the course of my usage with the Company, I incorporate into a Company product, process or machine a Prior Knowledge, as it applies to the Ad Blocking Technology Usage, owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Knowledge as part of or in connection with such product, process or machine. “Prior Knowledge” shall mean all knowledge, original works of authorship, developments, concepts, discoveries, processes, computer programs, know-how, ideas, methodologies, improvements, and trade secrets which were made by me prior to my usage with the Company, which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned to any entity of the Company hereunder.
I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all knowledge, original works of authorship, developments, concepts, discoveries, processes, computer programs, know-how, ideas, methodologies, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the usage term of the Company (collectively referred to as “Knowledge”). I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my usage with the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any knowledge developed by me solely or jointly with others is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty will be due to me as a result of the Company’s efforts to commercialize or market any such knowledge. I shall not incorporate any knowledge, original work of authorship, development, concept, discovery, process, computer program, know-how, ideas, methodology, improvement or trade secret owned, in whole or in part, by any third party into any Knowledge without the Company's prior written permission.
I agree to assign to the United States government all my right, title, and interest in and to any and all Knowledge whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies.
I agree to keep and maintain adequate and current written records of all Knowledge made by me (solely or jointly with others) during the term of my usage with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.
I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Knowledge and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Knowledge, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of my mental or physical incapacity to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Knowledge or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me.
The terms of this Agreement shall not grant me any license or similar right with respect to any patent, copyright or other property of the Company.
Non-Solicitation of Users. During the term of my usage by the Company and thereafter for a period of three (3) years, I shall not, on my own behalf or on behalf of any other person, partnership, entity, association, or corporation, hire or seek to hire any non-clerical or non-secretarial User of the Company or in any other manner attempt directly or indirectly to influence, induce, or encourage any non-clerical or non-secretarial User of the Company to leave the usage of the Company, nor shall he use or disclose to any person, partnership, entity, association, or corporation any information concerning the names, addresses or personal telephone numbers of any Users of the Company.
Returning Company Documents and Property. I hereby agree that, at the time of leaving the usage term of the Company, or at such earlier time as the Company may request, I will immediately deliver to the Company and will not keep in my possession, recreate or deliver to anyone else, any and all Confidential Information, devices, records, data, notes, reports, methodologies, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions in any medium of any aforementioned items developed by me or received by me pursuant to my relationship with the Company or otherwise belonging to the Company.
Conflicting Obligations. I represent and warrant to the Company that I have not entered into any agreements and am not subject to any duties to third parties that are inconsistent with the terms of this Agreement. I further represent and warrant to the Company that I am not subject or a party to any usage agreement, consulting agreement, noncompetition covenant, nondisclosure agreement, or other agreement, covenant, understanding or restriction that would prohibit me from executing this Agreement or from performing fully, and without limitation, my duties and responsibilities hereunder. I further warrant that I have provided to the Company a copy of any usage agreement, consulting agreement, non-competition covenant, non-disclosure agreement, or other agreement, covenant, understanding or restriction with respect to any usage, consultancy, or confidentiality of information thereunder, to which I am subject or a party, and that such copy is a true and correct representation of such agreement. I agree that, during my usage with the Company, I will not engage in any other usage, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during my usage, nor will I enter into any agreements or commitments or engage in any other activities that conflict with my obligations to the Company. I further represent and warrant that my execution of and compliance with this Agreement and the performance of my duties hereunder will not breach the provisions of any contract, agreement, or understanding to which I am party or any duty owed by me to any other person.
Insider Information. I understand and agree that because of the special position and relationships of the Company, owners, executives, and clients that I may learn of certain information that constitutes “insider information” for Securities and Exchange Commission and other securities laws and regulatory purposes. I agree not to disclose any such insider information to anyone, and not to use such insider information to trade in securities, or to attempt in any way to profit from any such insider information. I further agree to execute specific agreements or other documents as requested by the Company in the future in connection with this provision. Users of the Company may be subject to criminal and civil liability for engaging in transactions involving insider information. Further, such activity may subject the Company to substantial penalties. The Securities and Exchange Commission aggressively seeks out and prosecutes persons who trade on insider information. The Company considers violations of its insider information policy to be grounds for immediate termination of usage.
Representations. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my usage by the Company. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith.
Survival of User’s Obligations. To the extent allowed by law, I expressly understand and agree that all of the obligations established by this Agreement with respect to Confidential Information, Knowledge, and trade secrets, whether patentable or not, shall continue beyond the termination of any services for or on behalf of the Company.
Governing Law. This Agreement will be governed by the internal substantive laws, but not the choice of law rules, of Nevada. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Clark County, Nevada for any lawsuit filed there against me by the Company arising from or relating to this Agreement.
10. Liquidated Damages and Equitable Relief.
Except as provided in subsection (b) below, any controversy, claim or dispute arising out of or in any way relating to this Agreement, the alleged breach thereof, and/or my usage relationship with the Company or termination therefrom including without limitation, any and all claims for discrimination or harassment, civil tort and any other usage laws, excepting only claims which may not, by statute, be arbitrated, both I and the Company (and its directors, officers, Users or agents) agree to submit any such dispute exclusively to binding arbitration, except as provided in subsection (b) below. User and the Company agree that arbitration is the exclusive remedy for all disputes arising out of or related to my usage relationship with the Company, except as provided in subsection (b) below.
The arbitration shall be determined by binding arbitration administered by the American Arbitration Association. The arbitration shall be commenced and heard in the county in which the Company’s principal executive offices are located. The arbitrator(s) shall apply the substantive law (and the law of remedies, if applicable) of Nevada or federal law, or both, as applicable to the claim(s) asserted. In any arbitration, the burden of proof shall be allocated as provided by applicable law. Either party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Discovery, such as depositions or document requests, shall be available to the Company and User as though the dispute were pending in Nevada state court. The arbitrator shall have the ability to rule on pre-hearing motions, as though the matter were pending in Nevada state court, including the ability to rule on a motion for summary judgment.
I agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by payment of a liquidated damages payment of $50,000. A Judgment for which may be entered on the in any court having jurisdiction. I shall pay back the Company all of the costs, expenses, and attorney’s fees that are necessitated in bringing this Judgment against me.
I agree that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the covenants set forth in Sections 1 through 5 herein. Accordingly, I agree that if I breach any of such Sections, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I further agree that no bond or other security shall be required in obtaining such equitable relief and I hereby consent to the issuance of such injunction and to the ordering of specific performance, in addition to the liquidated damages.
11. Entire Agreement. This Agreement set forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this agreement, will be effective unless in writing signed by both the Company and myself. Any subsequent change or changes in my duties, salary or use of the technology will not affect the validity or scope of this Agreement.
12. Severability. If one or more of the provisions in this Agreement are deemed void or voidable under applicable law, then the remaining provisions will continue in full force and effect without the inclusion of any such provisions.
13. Successors and Assigns. I agree that I will not assign this Agreement or any rights and obligations hereunder to any third party. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.
14. Headings. The section headings herein contained have been inserted for convenience and reference only and shall not be used to interpret, construe or in any way affect the meaning or interpretation of the terms and provisions hereof.
15. Waiver. A waiver by any party hereto of any condition or the breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall not be deemed or construed as a further or continuing waiver of any such condition or the breach of any other term, covenant, representation or warranty set forth in this Agreement.
16. Survival. The provisions of this Agreement shall survive any termination or expiration of this Agreement.