Terms and Conditions
Last Updated: March 8, 2019
These Terms and Conditions (or “Terms and Conditions”) apply to the services, information and opportunities offered by Traffic Forces as defined below, through various technologies and platforms, including a website with a home page located at https://traffic-forces.com. By using any Service Platform or creating an Account, you are agreeing to these Terms and Conditions. Any violation of these Terms and Conditions may lead to termination of your Account, cancellation of any Cash or other items posted to your Account including referrals, as well as any other applicable legal remedy. If you do not agree to these Terms and Conditions, you must not use any Service Platform.
All visitors to or users of any Service Platform are referred to as “Members,” “you,” or similar terms.
• You will be required to register for an account in order to use certain Traffic Forces Services. When You provide information during the registration process, You agree to provide only true, accurate, current and complete information and to update it as necessary to maintain its truth and accuracy.
b. If You register for a Traffic Forces account, You agree to accept responsibility for all activities that occur under Your account or password, if any, and You agree You will not sell, transfer or assign Your subscription or any subscriber rights. You are responsible for maintaining the confidentiality of Your password, if any, and for restricting access to Your computer (or other Internet access device, as applicable) so that others may not access the password protected portion of the Traffic Forces Services using Your account information in whole or in part. Traffic Forces reserves the right to terminate Your account or otherwise deny You access in its sole discretion without notice and without liability.
2. PROMOTING PRODUCTS. If You promote, market or otherwise advertise (“Promote” or a “Promotion”) any product which is registered for sale via the Traffic Forces Services, either by You or by another Traffic Forces client (each a “Product”), whether via the Traffic Forces Services or via any other online or offline channel or medium, including for the purpose of earning a percentage of the sale price of any Product sold as a result of such Promotion (“Commissions”), You agree, acknowledge, represent and warrant that:
• You will abide by Traffic Forces’ Return and Cancellation Policy and You will establish Your Vendor Return Policy as set forth below.
a. When You Promote a Product, You will use the applicable Vendor’s trademarks, logos, trade names or service marks in accordance with such Vendor’s trademark guidelines, which will either be supplied by Traffic Forces or set forth in the Vendor Promotional Messaging Guidelines, if applicable. For purposes of this Agreement, “Vendor” is defined as any person or entity that submits one or more Products for sale via the Traffic Forces Website.
b. You will not make any unlicensed or unauthorized use of, or otherwise infringe, violate or misappropriate any patent, copyright, trademark, trade secret, right of privacy, right of publicity or other intellectual property or other proprietary right (collectively “IP Rights”) of any entity or individual.
c. You will not interfere with or manipulate rankings of Traffic Forces’ Website (as defined below in Section 4(d)), tracking of Commissions, or the normal flow of traffic to, through, or from the Traffic Forces’ Services.
d. You will not Promote violence, sexually explicit materials, Products from any website, blog, social network, forum or other medium that contain, host or promote illegal content or material, illegal activities, alcohol, tobacco or prescription drugs, discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age.
e. You will not Promote any Products or services to children under the age of thirteen (13).
f. You will not defame any person.
g. You will not include any trademarks or other brand identifiers, or any copyrighted materials, other than as expressly permitted by this Agreement.
h. You will not incorporate any variation of or misspell any third-party trademarks or other brand identifiers in any domain name, username or other identifier, including on any social networking site.
i. You will not in any way copy the “look and feel” of any third-party website, or otherwise imply that the Promotion is in fact a third-party website.
j. All communications and/or representations made by You in connection with any Promotions and/or in relation to any Product will be accurate and contain all disclosures and disclaimers necessary to prevent such Promotions from being false or deceptive. Such disclosures and disclaimers must be made in a clear and conspicuous manner, and will otherwise comply with Your country’s laws and all U.S. federal and state laws, including U.S. Federal Trade Commission (“FTC”) regulations, policies and guidelines governing advertising, disclosure and consumer protection, including the FTC’s Endorsement Guidelines.
k. Traffic Forces reserves the right but is not obligated to review Your Promotions. You agree that Traffic Forces, in its sole discretion and at any time, may require changes to Product Promotion and delivery pages, customer support or other items related to the content of Your Promotions.
l. You will provide valid contact information, including but not limited to a working email address and phone number, where Traffic Forces can send inquiries and receive a non-automated reply by end of the following business day.
m. Traffic Forces does not independently review, verify, guarantee, or assume any responsibility or liability for, the accuracy, completeness, efficacy, or timeliness of any information provided by Vendors, nor is it responsible for any bonuses, prizes or other incentives offered by Vendors in the “Vendor Spotlight,” as described in this Agreement, or otherwise offered by Vendors via the Traffic Forces Services. Your use of any information presented by a Vendor is voluntary, and Your reliance is at Your sole risk. You acknowledge and understand that Traffic Forces does not verify statements, claims, incentives or Promotions made by Vendors in the Vendor Spotlight or otherwise made by Vendors via the Traffic Forces Services.
n. You will comply with all applicable laws, rules and regulations.
3. AVAILABILITY OF SERVICES; SUSPENSION; TERMINATION. You agree and acknowledge that:
• Subject to the terms and conditions of this Agreement and Traffic Forces’ policies and procedures, Traffic Forces shall use commercially reasonable efforts to provide the Traffic Forces Services in a manner that will not disrupt Your business. You acknowledge and agree that from time-to-time the Traffic Forces Services may be inaccessible or inoperable for reasons including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that Traffic Forces may undertake from time to time; or (iii) causes beyond the reasonable control of Traffic Forces or that are reasonably unforeseeable by Traffic Forces, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that Traffic Forces is not liable for any periodic interruptions in availability of the Traffic Forces Services and further acknowledge that Traffic Forces does not guarantee access to the Traffic Forces Services on a continuous and uninterrupted basis.
a. Traffic Forces may decline, delist or halt sales or Promotion of any Product from the Traffic Forces website, suspend funds, adjust Commissions based on performance, close an account, and/or suspend or terminate the Traffic Forces Services at any time, in its sole discretion, without cause or notice to You or any penalty or liability for doing so.
b. Traffic Forces, in its sole discretion, may suspend or terminate Your account and Your rights to use the Traffic Forces Services and Traffic Forces may retain any or all funds (including future funds that may accrue) in Your Traffic Forces account, if: (i) Traffic Forces suspects or has reason to believe and/or if a person otherwise claims that You have violated the law or breached any term of this Agreement; (ii) Your account becomes dormant as defined in our Accounting Policy; (iii) or Your account experiences or is reasonably anticipated to experience a negative balance. Upon such termination, You agree to immediately cease all use of the Traffic Forces Services and Traffic Forces intellectual property licensed in Section 8(b) of this Agreement. Without limiting the foregoing, Traffic Forces shall have the right to immediately terminate Your access and use of the Traffic Forces Services, or any portion thereof, and to seize funds in your account, in the event of any conduct which Traffic Forces, in its sole discretion, considers to be unacceptable.
c. Following suspension or termination of an account or retaining of funds pursuant to this Section 5, Traffic Forces will review Your account in a manner determined by Traffic Forces in its sole discretion. You agree to cooperate with this review if asked. If the review concludes that there is a reasonable basis to believe misconduct has occurred, You agree that Traffic Forces may retain funds in Your Traffic Forces account as liquidated damages and/or for the benefit of Traffic Forces or third parties affected by the misconduct. You acknowledge and agree that such liquidated damages: (a) are not a penalty, and (b) are reasonable and not disproportionate to such presumed damages to Traffic Forces.
d. Traffic Forces may withhold any portion of the funds in Your Traffic Forces account if Traffic Forces, in its sole discretion, determines such action is necessary to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness You may have incurred with Traffic Forces or any other Person.
e. Traffic Forces is not liable for offers, advertisements or defective links from third parties.
f. Traffic Forces work with sponsors and they are allow to see email addresses of referrals.
4. EMAIL, TEXT MESSAGES AND TELEMARKETING
• If You send, or cause to be sent any emails in connection with the direct or indirect Promotion or sale of any Product and/or Your use of the Traffic Forces Services, then You agree, acknowledge, represent and warrant that all such Emails shall be in compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM Act”) and the Children’s Online Privacy Protection Act (“COPPA”)
a. You shall not directly or indirectly exploit documented or undocumented security holes on any client or server machine or obtain email addresses via automated means or send any email to any address which was obtained via automated means or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy.
b. You may not, directly or indirectly, send, initiate or procure the sending of any text message, or use or procure the use of any telemarketing activities, to Promote or sell Products, unless You have received prior written approval from Traffic Forces. If You receive such approval and You send, or cause to be sent, any text messages or use or procure telemarketing activities in connection with the direct or indirect Promotion or sale of any Product and/or Your use of the Traffic Forces Services, then You represent and warrant that all such text messages or calls will be in full-compliance with all applicable federal and state laws and regulations that apply to sending electronic messages and using telemarketing activities, including without limitation regulations issued by the FTC, the Federal Communications Commission (“FCC”), the CAN-SPAM Act, the Telephone Consumer Protection Act (“TCPA”) and state laws regarding anti-spam, text messages and Do-Not-Call Registries (Information on these laws can be found at http://transition.fcc.gov/cgb/policy/TCPA-Rules.pdf, http://www.fcc.gov/guides/spam-unwanted-text-messages-and-email, and http://www.ftc.gov/privacy/privacyinitiatives/childrens.html).
5. TRAFFIC FORCES’ IP RIGHTS
• Except as set forth in Section 8(b) below, You may not use Traffic Forces’ name, trademarks, service marks or any other IP Right of Traffic Forces in any manner whatsoever to suggest association or affiliation with or endorsement by Traffic Forces without the express prior written consent of Traffic Forces, which Traffic Forces may withhold at its sole discretion. Promotional use of images or reproductions of payment checks issued by Traffic Forces without the express, written consent of Traffic Forces is prohibited.
a. Subject to the following terms and conditions, during the term of this Agreement Traffic Forces grants You a limited, revocable license to use Traffic Forces’ name: (i) as a watermark, Internet search engine description, keyword, search term or seeding element with any Internet search engines or keyword-triggered advertising programs; (ii) in metatags or hidden text (iii) as a sub domain or second or third level domain name identifier; (iv) to identify Products or (v) in connection with Promotions.
1. Traffic Forces may revoke the foregoing license and/or provide restrictions upon Your use of Traffic Forces’ name, including requiring the use of such disclaimers as Traffic Forces may provide, in connection with Your use of Traffic Forces’ name, at any time and for any reason in Traffic Forces’ sole discretion.
2. Failure to comply with any restrictions imposed by Traffic Forces upon Your use of Traffic Forces’ name or failure by You to immediately cease all use of Traffic Forces’ name if so instructed by Traffic Forces shall constitute (1) a breach of the limited license set forth in this Section 8(b); and (2) a breach of this Agreement. In such case, Traffic Forces reserves the right to pursue any and all remedies available to it at law or in equity.
3. You may not use or display Traffic Forces’ name in any manner to disparage Traffic Forces or the Traffic Forces Services.
b. Notwithstanding the limited revocable license set forth in Section 8(b) above, as between the parties, Traffic Forces shall be and remain the sole owner of all right, title and interest in and to the Traffic Forces Services (including, without limitation, all IP Rights therein) and any other IP Rights, materials or other properties owned, licensed or controlled by Traffic Forces, and You hereby assign to Traffic Forces all right, title and interest You may be deemed to have therein. All rights not specifically granted to You under this Agreement are expressly reserved by Traffic Forces.
6. CONFIDENTIALITY & NON-DISCLOSURE OBLIGATIONS
• In connection with this Agreement, Traffic Forces may disclose to You and/or You may otherwise receive or have access to sensitive, confidential, and/or proprietary information of Traffic Forces (collectively, “Confidential Information”), including, but not limited to (a) the identities of other Vendors or Affiliates of Traffic Forces (collectively, “Traffic Forces Clients”); (b) physical and data security information; (c) technical data; (d) Traffic Forces Website statistics and sales data; and/or (e) know-how or business information relating to business processes, methods, or marketing strategies. Except as required to perform Your obligations under and in accordance with the terms of this Agreement, You shall not (i) disclose the Confidential Information to any Person, or (ii) use the Confidential Information (whether for Your own benefit or the benefit of any other Person), without the express prior written consent of Traffic Forces. You may not use any Confidential Information for the purpose of soliciting, or to permit others to solicit, Traffic Forces Clients to subscribe to any other services or promote the sale of any products which compete, either directly or indirectly, with Traffic Forces. You agree and acknowledge that Traffic Forces may be required to provide to governmental agencies or other third parties information in its possession regarding You or the business You conduct with Traffic Forces.
7. EXPORT CONTROL. You acknowledge and agree to comply with all applicable export Laws, including the U.S. Export Administration Act, the Arms Export Control Act, the International Economic Emergency Powers Act, and the Foreign Corrupt Practices Act; and regulations issued pursuant to these and other U.S. Laws. You hereby represent and warrant that any Product Promoted, offered and/or provided by You via the Traffic Forces Services is approved for export from the United States without additional authorization or licensing from the U.S. government. Should the export authorization status of Your Products change, You must immediately notify Traffic Forces in writing. Information on U.S. export control regulations can be found on the Commerce Department’s website at http://www.bis.doc.gov, the State Department’s website at http://www.pmddtc.state.gov and the U.S. Treasury Department’s website at http://www.treas.gov/offices/enforcement/ofac/index.shtml.
8. REQUIRED PERMITS. It is your sole responsibility to obtain and maintain all applicable licenses and permits required for the operation of Your business.
9. REPRESENTATIONS AND WARRANTIES. You represent, acknowledge and warrant that:
a. You may not: (i) frame, copy or mirror any content forming part of the Traffic Forces Services; (ii) reverse engineer the Traffic Forces Services or otherwise attempt to derive its source materials; (iii) access the Traffic Forces Services for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the Traffic Forces Services; (iv) interfere with or disrupt the Traffic Forces Services or any data contained therein; (v) attempt to gain unauthorized access to the Traffic Forces Services, its related systems or networks; or (vi) use the Traffic Forces Services for any unlawful purpose or in violation of the rights of any Person.
10. INDEMNIFICATION. To the fullest extent permitted by Law, You agree that
• In the event a third party makes any demand or complaint, or commences any action or files any claim whatsoever (“Claim”) in connection with Your use of the Traffic Forces Services, Your Products, Your Promotions or use of the Vendor Spotlight, You shall defend, indemnify and hold harmless Traffic Forces, its related parties and affiliates, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees (the “Traffic Forces Parties”), from and against any and all damages, liabilities, claims or costs (including the costs of investigation, defense, reasonable attorneys’ fees and costs) (“Losses”) incurred by any Traffic Forces Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.
a. Upon receiving notice of a Claim for which Traffic Forces is entitled to indemnification by You, Traffic Forces shall provide You with written notification and the opportunity to assume sole control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at Your sole expense; provided, however, that (i) any settlement which would impose a non-monetary obligation on and/or admission or finding of liability or wrongdoing by Traffic Forces will require Traffic Forces’ prior written consent; (ii) the failure to provide timely notice, control, or assistance shall not relieve You of Your indemnification obligations; and (iii) Traffic Forces may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at Traffic Forces’ own expense, unless You fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case You shall pay all expenses related to Traffic Forces’ use of such counsel.
b. In the event that Traffic Forces incurs costs, attorneys’ fees or other expenses responding to any complaint other than a Claim, in connection with or in relation to Your Products or Promotions, including copyright infringement complaints under the DMCA, Traffic Forces reserves the right, in its sole discretion, to recover such costs and expenses by deducting a reasonable, commensurate amount from any monies owed to You by Traffic Forces up to a maximum of ten thousand dollars ($10,000) per event. In the event that Traffic Forces incurs any Losses relating to Your violation of Traffic Forces’ policies Traffic Forces reserves the right, in its sole discretion, first to recover such Losses by deducting a reasonable, commensurate amount from any monies owed to You by Traffic Forces up to a maximum of twenty thousand dollars ($20,000) per event. You understand and agree that the remedies set forth above are not exhaustive and that Traffic Forces retains all rights to indemnification described herein. You authorize Traffic Forces to make, and release Traffic Forces from any liability in connection with, any such deductions.
11. LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY TRAFFIC FORCES PARTY, OR ITS HEIRS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY (A) USE OF OR INABILITY TO USE THE TRAFFIC FORCES SERVICES, (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE TRAFFIC FORCES SERVICES, (C) UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE TRAFFIC FORCES SERVICES, AND/OR (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE TRAFFIC FORCES SERVICES, WHETHER OR NOT TRAFFIC FORCES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF TRAFFIC FORCES FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS DUE AND PAYABLE BY TRAFFIC FORCES TO YOU UNDER THIS AGREEMENT FOR THE MONTH IMMEDIATELY PRECEDING THE DATE UPON WHICH SUCH DAMAGES ACCRUE. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE TRAFFIC FORCES SERVICES, AND ANY SERVICES OR INFORMATION OFFERED THROUGH THE TRAFFIC FORCES SERVICES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF TRAFFIC FORCES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.
12. DATA PROCESSING. You agree to comply with all data protection laws and regulations, including the E.U.’s data protection regulation, the General Data Protection Regulation (“GDPR”). You agree not to market to persons subject to GDPR who have not consented to receive marketing communications.
Persons subject to GDPR are entitled to demand that you take certain actions with respect to their data, including, without limitation, that you delete it, correct it, or restrict processing of it. If you receive a data request from a person subject to GDPR, or if Traffic Forces receives any such request with respect to data you are processing, you agree to honor the request within 30 days. You agree to implement appropriate systems and processes to comply with this requirement.
If you receive any personal data from Traffic Forces or process personal data on Traffic Forces’ behalf, you will: (1) implement appropriate technical and organizational measures to ensure to ensure the security of the data; (2) only process personal data for purposes approved by Traffic Forces; (3) cease processing such data upon request from Traffic Forces; (4) transfer such data only for purposes authorized by law, with prior notification to Traffic Forces, and only pursuant to an appropriate sub processing agreement; (5) indemnify Traffic Forces for any claim, expense, demand or cost related to your receipt or use of such data; and (6) upon request, provide Traffic Forces with information sufficient to demonstrate your compliance with this section, and allow Traffic Forces to audit your data practices if necessary in Traffic Forces’ sole discretion.
13. NO GUARANTEE OF VALIDITY. Traffic Forces does not endorse, approve, or certify any information provided on or through the Traffic Forces Services, nor does it guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of such information. Information provided on or through the Traffic Forces Services may or may not be current as of the date of Your access, and Traffic Forces has no duty to update and maintain such information. Additionally, the information provided on or through the Traffic Forces Services may be changed periodically without prior notice. All content provided on or through the Traffic Forces Services is provided “AS IS.” Use of such information is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness.
14. NO PROFESSIONAL ADVICE. Traffic Forces provides professional information (for example, financial or compliance) for informational purposes only, which should not be construed as legal or accounting advice. You should seek independent professional advice from a person who is licensed and/or knowledgeable in the applicable area before acting upon any information, fact or opinion provided on or through the Traffic Forces Services. You understand that Traffic Forces employees, representatives, and/or agents do not provide advice pursuant to the authority of professional certifications or licenses and You will not treat information provided by our employees, representatives, and/or agents as such. You further understand that by receiving information, facts or opinions on or through the Traffic Forces Services, You are not entering into a relationship with Traffic Forces or its employees, representatives and/or agents that entitles You to client privileges that may be associated with any professional certifications or licenses.
15. DISCLAIMER. YOU ASSUME ALL RISK AND RESPONSIBILITY FOR YOUR DECISION TO USE THE TRAFFIC FORCES SERVICES. THE TRAFFIC FORCES SERVICES AND ALL RELATED SERVICES ARE OFFERED “AS IS” AND TRAFFIC FORCES DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER TRAFFIC FORCES NOR ITS RELATED PARTIES AND AFFILIATES ENDORSE OR ARE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION, FACT OR OPINION PROVIDED ON OR THROUGH THE TRAFFIC FORCES SERVICES.
16. GENERAL TERMS AND CONDITIONS.
• Governing Law; Dispute Resolution, Attorneys’ Fees. You agree that Texas law will govern this Agreement and that any action, suit, proceeding, or claim arising out of or related to this Agreement must be brought exclusively in federal or state courts located in Austin, Texas. You hereby submit to the in personam jurisdiction and venue of such courts and waive any objection based on inconvenient forum. You agree to indemnify Traffic Forces for all of its reasonable attorneys’ fees and costs incurred as a result of any action, suit, proceeding or claim brought by You or Traffic Forces in which Traffic Forces is found to be the prevailing party. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT. You and Traffic Forces agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class action or representative action.
a. English is Governing Language. This Agreement is in English and all disputes between the parties shall be resolved in English. You understand and acknowledge that any foreign language services provided by Traffic Forces are for informational purposes only and it is Your obligation to obtain independent legal advice at Your own expense to ensure You understand the terms of this Agreement.
b. Our Relationship. This Agreement does not create any relationship of principal and agent, partners, joint ventures, employer and employee, fiduciary or similar relationship between the parties. You are prohibited from making any promise, warranty or representation on behalf of Traffic Forces or obligating Traffic Forces in any way. You may not represent to any person that You are the agent of Traffic Forces, or are authorized to act on its behalf.
c. Terminations: Traffic Forces reserves its right to end its partnership with Encore.io at any given time. It also reserves its right to change commission plans offer and to pay said commissions in form of ERC20 Token. Traffic Forces can cancel the referral system at any time without prior notice. Traffic Forces reserves its right to change AGBs at any time.
d. Assignment. Traffic Forces may freely assign or transfer any or all of the rights and obligations described in this Agreement. You may not assign this Agreement or any of Your rights and duties hereunder without the prior written consent of Traffic Forces. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
e. Severability. If any provision of this Agreement is determined by a court to be unenforceable or invalid, the validity of the remaining parts, terms or provisions shall not be affected by that determination, and such court shall substitute a provision that is legal and enforceable and is as close to the intentions underlying the original provision as possible.
f. Publicity. You may not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (i) relating to this Agreement; (ii) using Traffic Forces’ name or referencing the Traffic Forces Services; or (iii) suggesting or implying any endorsement by Traffic Forces of You and/or any Products without the prior written approval of Traffic Forces, which Traffic Forces may withhold in its sole discretion. You hereby authorize Traffic Forces to include your name, business name, and general information about your use of the Traffic Forces services in Traffic Forces’ marketing and promotional materials.
g. Entire Agreement; Amendment. This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. Traffic Forces reserves the right to amend this Agreement at any time. When Traffic Forces amends this Agreement, Traffic Forces shall make reasonable efforts to provide You with general, not specific, notice of such changes by posting a conspicuous announcement at http://www.Traffic-Forces.com that such changes or amendments have occurred and identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the Traffic Forces Services, following the posting of such amendment will signify and be deemed Your assent to and acceptance of the revised Agreement. You agree that You have the burden to review periodically http://www.Traffic-Forces.com to inform Yourself of any such changes.
h. Waiver. The waiver or failure by Traffic Forces to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of Traffic Forces set forth in this Agreement are cumulative and are in addition to any rights or remedies Traffic Forces may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.
i. Equitable Actions. You acknowledge and agree that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to Traffic Forces which would not be adequately compensated by monetary damages and that Traffic Forces may seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security. Notwithstanding any other provision of this Agreement, any such relief may be sought in the state or federal courts of the State of Texas or any other court of competent jurisdiction anywhere in the world (at Traffic Forces’ sole discretion), and, You hereby consent to the jurisdiction of any such court and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
j. Force Majeure. You nor Traffic Forces shall be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, the non-performing party.
k. Notices. Any notice, request, approval, authorization, consent, demand or other communication required or permitted pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission from Traffic Forces if sent via email, as date stamped by Traffic Forces’ systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (iv) on the sixth (6th) day after mailing by registered or certified United States mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.
l. Headings/Interpretation. The section headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.
17. ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
18. CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.