By clicking “I accept” or by registering an account, depositing funds, launching a campaign, or otherwise using Redtraffic’s services, you acknowledge that you have read, understood, and agreed to be legally bound by these Terms and Conditions, along with our Privacy Policy and any additional guidelines or agreements that may apply. These Terms and Conditions constitute a legally binding agreement between you and Redtraffic (hereinafter referred to as the “Agreement” or as the “Terms and Conditions”).
If you do not agree to these Terms and Conditions, you must not use Our services.
1. DEFINITIONS
Unless otherwise required by the context, the terms and expressions used in these Terms shall be interpreted as follows:
1.1. “Ad Space” means the designated advertising space available on the Seller’s website, email newsletters, or any other digital property owned or operated by the Seller, where advertisements may be displayed.
1.2. “Ad Serving Platform” or “Platform” means the technological engine owned and operated by Redtraffic, accessible through the Website, that enables Sellers and Buyers to manage and optimize advertisements.
1.3. “Advertisement” means any form of digital advertising content, including but not limited to banners, text ads, video ads, native ads, pop-ups, and pop-unders, as well as landing pages, rich media, and other promotional materials. It encompasses all text, links, graphics, logos, designs, trademarks, and copyrights used in an advertisement, whether displayed visually or aurally via the internet.
1.4. “Buyer” means any natural or legal person registered on Redtraffic’s Platform as an advertiser who bids on, wins, or buys Ad Space.
1.5. “Contract Period” means the period of time during which Ad Space, placement, campaign delivery, or other advertising inventory is made available through the Platform in accordance with the applicable listing, campaign settings, Platform rules, or separate written agreement.
1.6. “Earnings” means any amount accrued to a Seller for Ad Space, traffic, impressions, clicks, conversions, or other payable events sold, delivered, or monetized through the Platform, as calculated by Redtraffic’s Ad Serving Platform, net of applicable taxes, withholding, transaction processing fees, banking fees, currency conversion costs, chargebacks, refunds, reversals, set-offs, deductions, reserves, invalid traffic adjustments, fraud adjustments, payment-provider fees, regulatory charges, and any other adjustments permitted under these Terms.
1.7. “Guidelines” means the Advertising Guidelines and/or the Publishing Guidelines published on the Website of the Media Company: https://redtraffic.com/guidelines.
1.8. “ID” means an official government-issued document, such as a passport, national identity card or any other officially recognized document that verifies a person’s identity, containing identifying information and a photograph of the individual named on it.
1.9. “Media Company” or “Redtraffic” means REDLEADZ LLC, a limited liability company duly organized and existing under the laws of the State of Colorado, United States of America, with its principal business address at 16773 Sheridan Pkwy, Apt 303, Broomfield, CO 80023, United States, which provides the Services described herein under the brand “Redtraffic”. The “Redtraffic” name, brand, logo, trademarks, service marks, and related intellectual property are owned by REDLEADZ LLC
1.10. “Member” means any individual or legal entity registered on Redtraffic as a Buyer or Seller, with access to and use of the Redtraffic Platform in accordance with these Terms and Conditions.
1.11. “Payment Floor” means the minimum amount established by Redtraffic that must be accrued by the Seller during a certain period in order for the relevant invoice to be issued and paid to the Seller by Redtraffic. Payment Floor depends on the payment method each Seller selects to use and is subject to change at any time at Redtraffic’s sole discretion.
1.12. “Seller” means a natural or legal person registered on Redtraffic’s Platform as a publisher who offers Ad Space for sale through the Platform.
1.13. “Site Content” means the content of the website or other property in which the Ad Space appears or is to appear.
1.14. “Support Team” means Redtraffic’s support managers who assist Buyers with creating and managing campaigns as well as processing refund requests. Sellers may also contact the Support Team for enquiries regarding their sites and payout-related matters. Support is available via live chat or email at help@redtraffic.com.
1.15. “We”, “Us”, “Our” means Redtraffic.
1.16. “Website” means the Redtraffic website accessible at https://redtraffic.com/.
1.17. “You”, “Your” means any Member and includes anyone acting on their behalf with express or implied authority.
1.18. “Services” means access to and use of the Platform and any related features, tools, integrations, or support provided by Redtraffic.
In these Terms and Conditions, unless the context otherwise requires:
- Words denoting the singular shall include the plural, and vice versa;
- Words referring to any gender include all genders;
- References to persons include individuals, legal entities, bodies corporate, partnerships, and associations;
- A reference to a party or parties means the named parties to these Terms and Conditions and includes their executors, administrators and permitted assigns, or in a case of a company, its successors and permitted assigns;
- Clause headings are for convenience only and shall not affect the interpretation of these Terms and Conditions;
- Where a word or phrase is defined in these Terms and Conditions, other grammatical forms of that word or phrase shall have the corresponding meaning;
- A reference to a clause or provision is a reference to a clause of these Terms and Conditions; and
- Every agreement, covenant, or undertaking expressed or implied that binds more than one person shall bind them jointly and severally, unless expressly stated otherwise.
2. OUR SERVICES
2.1. Redtraffic operates an online advertising technology platform designed to facilitate automated interactions between independent Buyers and Sellers for the purchase and sale of digital Ad Space. Redtraffic acts solely as a technology provider and platform operator.
2.2. Redtraffic does not act as an auctioneer, broker, reseller, agent, representative, publisher, advertiser, fiduciary, or legal representative for any Member. Redtraffic is not a party to any advertising agreement, insertion order, campaign arrangement, or other contractual relationship between Buyers and Sellers.
2.3. The Platform functions through automated systems, algorithms, and Member-controlled settings. Redtraffic does not create, modify, control, select, determine, or pre-approve Member content, campaigns, Advertisements, Site Content, targeting settings, traffic sources, campaign objectives, creatives, landing pages, or commercial terms, except as required for technical operation, compliance review, fraud prevention, payment-provider requirements, or risk-management purposes.
2.4. You acknowledge that Redtraffic does not own, sell, resell, control, guarantee, or warrant any Ad Space, traffic, inventory, Advertisement, Site Content, campaign performance, or transaction conducted through the Platform. Redtraffic does not verify, endorse, or assume responsibility for the quality, legality, accuracy, suitability, or compliance of any Ad Space, Advertisement, Site Content, traffic source, or Member transaction.
2.5. All transactions, campaign decisions, targeting settings, content submissions, and interactions between Buyers and Sellers are conducted at their own risk and discretion. Buyers and Sellers are solely responsible for ensuring compliance with all applicable laws, regulations, contractual obligations, payment-provider rules, and industry standards in all relevant jurisdictions.
2.6. Redtraffic shall not be liable for any disputes, claims, losses, liabilities, damages, regulatory penalties, chargebacks, refunds, or expenses arising from or related to transactions, content, campaigns, traffic, or activities conducted by Members through the Platform or in connection with the Services.
3. MINORS
3.1. The Services are intended only for individuals and legal entities that can lawfully enter into binding contracts. Individuals may use the Services only if they have reached the age of majority in their jurisdiction and are at least eighteen (18) years old.
3.2. You must not register, access, use, or provide personal information through the Services if you are under the applicable age of majority or otherwise lack legal capacity to enter into these Terms.
3.3. By accessing or using the Services, you represent and warrant that you have legal capacity to enter into these Terms. Redtraffic may request age, identity, or authority verification at any time and may suspend or terminate any account that Redtraffic reasonably believes violates this Section.
4. MEMBERSHIP
4.1. You may create, access, or use an account only if Redtraffic approves or permits your registration and only in accordance with these Terms, the Guidelines, and Redtraffic’s policies.
4.2. Membership and account access are personal to the registered Member and may not be sold, assigned, transferred, shared, sublicensed, or used by any other person or entity without Redtraffic’s prior written consent.
4.3. You are responsible for all activity conducted through your account, including all campaigns, listings, payments, payouts, communications, submissions, settings, traffic sources, and actions taken using your credentials, whether authorized by you or not.
4.4. You represent and warrant that all information provided to Redtraffic is accurate, complete, current, authentic, and not misleading. You must promptly update account, billing, payout, tax, verification, ownership, and contact information when it changes.
4.5. Redtraffic may approve, reject, suspend, restrict, or terminate any membership or account at its sole discretion, including for compliance risk, fraud risk, invalid traffic, prohibited content, sanctions/AML risk, payment-provider risk, tax issues, breach of these Terms, or failure to provide requested documentation.
4.6. You consent to electronic communications, electronic contracting, electronic records, and electronic signatures in connection with the Services. To the extent permitted by applicable law, you waive any requirement for physical signatures, paper records, physical delivery, or non-electronic retention.
5. YOUR CREDENTIALS
5.1. You are responsible for maintaining the confidentiality, security, and proper use of your username, password, two-factor authentication, API keys, account credentials, payment credentials, payout credentials, and any other access credentials.
5.2. You must not share, disclose, sell, transfer, sublicense, or permit any unauthorized person to use your credentials or account. You are responsible for all activity conducted through your account or credentials, whether authorized by you or not.
5.3. You must immediately notify Redtraffic if you suspect or become aware of unauthorized access, credential compromise, account misuse, payment-method misuse, payout-method misuse, security incident, or any other unauthorized activity.
5.4. Redtraffic may suspend, restrict, or terminate account access, require password resets, revoke API keys, require additional authentication, impose verification requirements, or take other security measures where Redtraffic reasonably suspects unauthorized access, credential compromise, fraud, security risk, or breach of these Terms.
5.5. Redtraffic will never ask for your password. You must not respond to any request for your password and must report suspected phishing, impersonation, or unauthorized access attempts to Redtraffic immediately.
6. BUYERS’ OBLIGATIONS
6.1. Buyers are responsible for all bids, purchases, campaign settings, targeting settings, budgets, creatives, landing pages, products, services, claims, and other actions submitted or approved through their accounts.
6.2. Where the Platform indicates that a bid, purchase, campaign, order, placement, or other action is binding, the Buyer may not retract, cancel, reverse, or refuse to complete such action except as expressly permitted by these Terms, the Guidelines, Redtraffic’s policies, applicable law, or Redtraffic’s written approval.
6.3. By purchasing Ad Space, launching a campaign, submitting an Advertisement, or otherwise using the Services as a Buyer, the Buyer agrees to comply with all applicable listing terms, campaign terms, Platform settings, pricing, billing rules, payment-provider rules, the Guidelines, and these Terms.
6.4. If the Buyer fails to complete a transaction, fails to maintain sufficient prepaid funds, causes chargebacks or payment reversals, submits prohibited content, breaches campaign terms, violates the Guidelines, violates applicable law, or otherwise breaches these Terms, Redtraffic may suspend or terminate the Buyer’s account, pause or reject campaigns, withhold, set off, deduct, retain, or forfeit funds to the extent permitted by applicable law and payment-provider rules, and pursue any legal or equitable remedies available.
6.5. By submitting an Advertisement, creative, landing page, campaign material, product claim, or related material through the Platform, the Buyer represents and warrants that it owns or has obtained all rights, licenses, permissions, consents, and releases necessary to use, display, publish, distribute, target, and deliver such materials in connection with the Services.
6.6. The Buyer grants Redtraffic, Sellers, and their technical service providers a limited, non-exclusive, worldwide, royalty-free license to host, store, cache, reproduce, display, transmit, distribute, technically process, adapt, resize, format, and otherwise use the Buyer’s Advertisement(s), creatives, landing pages, trademarks, and related materials solely as necessary to operate the Platform, deliver the Advertisement(s), provide the Services, perform compliance review, prevent fraud, resolve disputes, and comply with applicable law, payment-provider requirements, or lawful requests from competent authorities. The Buyer retains all ownership rights in its materials, and Redtraffic does not claim ownership of such materials.
6.7. Buyers are solely responsible for evaluating the suitability, legality, quality, compliance, and expected value of any Ad Space, Site Content, Seller website, placement, traffic source, or campaign opportunity before purchasing or launching a campaign.
6.8. Redtraffic does not guarantee the suitability, visibility, availability, legality, compliance, performance, traffic quality, or commercial results of any Ad Space, Seller website, placement, traffic source, campaign, or Advertisement.
6.9. Advertising results are not guaranteed, and Redtraffic shall not be liable for loss of revenue, traffic, profit, expected business outcomes, or campaign performance.
7. BUYERS’ REPRESENTATIONS AND WARRANTIES
The Buyer represents and warrants that:
7.1. It is authorized to publish the Advertisement(s) and it owns or has obtained all necessary rights, licenses, permissions, consents, and releases required to use, display, publish, distribute, target, and deliver the Advertisement(s), creatives, landing pages, products, services, claims, and related materials.
7.2. The Buyer’s Advertisement(s), creatives, landing pages, products, services, claims, targeting settings, campaign practices, and related materials shall comply with these Terms, the Guidelines, all applicable laws and regulations, payment-provider rules, platform policies, and industry standards in all jurisdictions where the Advertisement(s) are displayed, targeted, accessed, or made available.
7.3. The Buyer shall not submit, upload, promote, target, deliver, distribute, or facilitate any Advertisement, creative, landing page, product, service, claim, website, or content that violates the Prohibited Content and Conduct section.
7.4. The Buyer retains all ownership rights in its Advertisement(s), creatives, landing pages, trademarks, and related materials. Redtraffic does not claim ownership of such materials. Any license granted to Redtraffic, Sellers, and technical service providers is limited to the purposes described in Section 6.6.
7.5. Any website, landing page, product, service, offer, claim, checkout flow, subscription flow, or other destination linked to or promoted by the Buyer’s Advertisement(s) must comply with these Terms, the Guidelines, all applicable laws and regulations, payment-provider rules, platform policies, and industry standards.
7.6. If the Buyer breaches any representation, warranty, obligation, or restriction under these Terms, the Guidelines, or the Prohibited Content and Conduct section, Redtraffic may, at its sole discretion and without prior notice, reject or suspend Advertisement(s), pause or terminate campaigns, suspend or terminate the Buyer’s account, withhold, suspend, set off, deduct, retain, or forfeit funds to the extent permitted by applicable law and payment-provider rules, and pursue any legal or equitable remedies available to recover damages, losses, chargebacks, refunds, penalties, costs, or expenses caused by the Buyer’s breach.
8. PROHIBITED CONTENT AND CONDUCT
8.1. Members must not use the Services to create, upload, submit, promote, distribute, offer, sell, purchase, target, deliver, monetize, or facilitate access to any content, advertisement, traffic, product, service, website, landing page, or conduct that is unlawful, harmful, fraudulent, abusive, deceptive, infringing, or otherwise prohibited under applicable law, these Terms, the Guidelines, payment-provider rules, or Redtraffic’s compliance policies.
8.2. Without limitation, the following are strictly prohibited:
8.2.1. any content, advertisement, product, service, website, landing page, or traffic source involving, depicting, suggesting, exploiting, or appearing to involve minors in a sexual, abusive, exploitative, or otherwise unlawful context;
8.2.2. child sexual abuse material (CSAM), child pornography, sexual content involving persons under the legal age of majority, or any content that facilitates, promotes, or links to such material;
8.2.3. non-consensual sexual content, image-based abuse, extortion, blackmail, “revenge porn,” coercion, or content involving persons who have not provided legally valid consent;
8.2.4. human trafficking, sexual exploitation, forced labor, coercion, prostitution where unlawful, or any content, offer, or service that facilitates exploitation or trafficking;
8.2.5. bestiality, sexual violence, non-consensual sexual scenarios, incest where unlawful, or content that promotes or normalizes sexual abuse, exploitation, or non-consensual conduct;
8.2.6. content or conduct that promotes, incites, or facilitates violence, terrorism, self-harm, hate, harassment, discrimination, defamation, or unlawful threats;
8.2.7. illegal goods or services, regulated goods or services offered without required authorization, counterfeit goods, stolen goods, controlled substances, illegal gambling, illegal financial services, or any product or service prohibited by applicable law;
8.2.8. malware, viruses, spyware, ransomware, phishing, credential theft, tech-support scams, browser locking, forced downloads, unauthorized scripts, unauthorized iframes, automatic redirects, cloaking, or any code or practice designed to interfere with, damage, mislead, or gain unauthorized access to a user’s device, browser, data, account, or network;
8.2.9. deceptive, false, misleading, unfair, or fraudulent advertising practices, including fake claims, impersonation, fake endorsements, misleading pricing, unauthorized use of brands, misleading subscription flows, or failure to disclose material terms;
8.2.10. unauthorized collection, processing, sale, sharing, or disclosure of personal data, including unlawful tracking, cookie placement, fingerprinting, profiling, or targeting without required notice, consent, or legal basis;
8.2.11. infringement or misappropriation of intellectual property, publicity, privacy, contractual, or other third-party rights;
8.2.12. invalid traffic, artificial impressions, artificial clicks, bot traffic, incentivized or forced actions not expressly permitted by the campaign terms, hidden placements, misleading placements, stacked ads, auto-refresh abuse, or any manipulation of Platform measurements;
8.2.13. any content, traffic, campaign, targeting setting, or business practice that violates 18 U.S.C. § 2257, 18 U.S.C. § 2257A, any related regulations, or any applicable age-verification, record-keeping, labeling, disclosure, or consent requirements;
8.2.14. any attempt to circumvent Redtraffic’s technical, compliance, fraud-prevention, geographic, payment, security, or risk-control measures.
8.3. Members are solely responsible for ensuring that their Advertisements, landing pages, Site Content, traffic sources, targeting settings, products, services, claims, data practices, and business operations are lawful in every jurisdiction where they are displayed, targeted, accessed, or made available.
8.4. Redtraffic may, at its sole discretion, review, reject, block, remove, suspend, restrict, or terminate any Advertisement, campaign, traffic source, website, account, or Member activity where Redtraffic reasonably suspects a violation of this Section, the Guidelines, applicable law, payment-provider rules, or Redtraffic’s compliance policies.
8.5. Redtraffic may withhold, suspend, set off, deduct, retain, or forfeit funds, balances, payouts, or earnings to the extent permitted by applicable law and payment-provider rules where Redtraffic reasonably suspects fraud, invalid traffic, illegal activity, prohibited content, chargeback exposure, regulatory risk, or breach of this Section.
8.6. Redtraffic may disclose relevant information, account data, transaction details, campaign materials, traffic data, and related records to payment providers, banks, compliance partners, auditors, regulators, law enforcement authorities, or other competent authorities where required by law, payment-provider rules, court order, subpoena, lawful request, or where Redtraffic reasonably deems such disclosure necessary to investigate, prevent, or respond to fraud, illegal activity, sanctions/AML risk, prohibited content, chargebacks, payment disputes, regulatory inquiries, or security incidents.
9. OBLIGATIONS OF SELLERS
9.1. Upon acceptance of an offer, listing, bid, campaign, placement, or other Platform-controlled arrangement for the sale or delivery of Ad Space, the Seller is deemed to enter into a binding arrangement for the sale or delivery of such Ad Space and must fulfill its obligations unless the transaction is prohibited by law, violates these Terms, violates the Guidelines, or is rejected, suspended, or restricted by Redtraffic for compliance, fraud-prevention, payment-provider, or risk-management reasons.
9.2. Sellers are solely responsible for their Site Content, Ad Space, placements, traffic sources, user experience, technical implementation, privacy disclosures, tracking practices, consent mechanisms, and compliance with all applicable laws, regulations, payment-provider rules, industry standards, and the Guidelines.
9.3. Sellers must not generate, provide, sell, route, redirect, or monetize Invalid Traffic, including through bots, automation, forced redirects, hidden iframes, misleading placements, stacked ads, auto-refresh abuse, proxy or VPN manipulation, malware, incentivized or forced actions not expressly permitted by campaign terms, repeated manual activity designed to inflate payable events, or any other deceptive, artificial, or unauthorized means.
9.4. Sellers must ensure that their websites, applications, traffic sources, placements, scripts, tags, pixels, redirects, and related technical implementations do not contain malware, spyware, ransomware, browser locking, forced downloads, unauthorized scripts, unauthorized iframes, unauthorized data collection, phishing, cloaking, or any code or practice that may interfere with, mislead, damage, or gain unauthorized access to any user’s device, browser, data, account, or network.
9.5. Sellers must not request, permit, assist, or facilitate delivery of any Advertisement, campaign, product, service, content, or traffic that violates the Prohibited Content and Conduct section, the Guidelines, applicable law, payment-provider rules, or Redtraffic’s compliance policies.
9.6. Redtraffic does not verify, endorse, guarantee, or assume responsibility for any Site Content, Ad Space, placement, traffic source, Seller website, Seller application, or Seller-controlled property. The Seller assumes all risk and responsibility for the quality, accuracy, legality, compliance, and performance of the Ad Space and traffic it provides.
9.7. If the Seller fails to fulfill a transaction, provides Invalid Traffic, violates these Terms, violates the Guidelines, breaches applicable law, creates payment-provider risk, or causes damages, losses, chargebacks, refunds, regulatory exposure, or reputational harm, Redtraffic may suspend or terminate the Seller’s account, reject or block traffic sources, remove or restrict placements, withhold, suspend, set off, deduct, retain, or forfeit Earnings or balances to the extent permitted by applicable law and payment-provider rules, and pursue any legal or equitable remedies available.
10. SELLERS’ REPRESENTATIONS AND WARRANTIES
The Seller represents and warrants that:
10.1. It is authorized to sell, provide, route, and monetize the Ad Space and traffic sources made available through the Platform and has all necessary rights, licenses, permissions, approvals, consents, and releases to do so.
10.2. Its Site Content, Ad Space, placements, traffic sources, websites, applications, scripts, tags, redirects, user experience, data practices, and business operations comply with these Terms, the Guidelines, all applicable laws and regulations, payment-provider rules, platform policies, and industry standards.
10.3. Its Site Content, Ad Space, traffic sources, and business practices do not infringe, misappropriate, or violate any intellectual property, publicity, privacy, contractual, consumer protection, data protection, or other rights of any third party.
10.4. It will not provide, generate, authorize, encourage, purchase, sell, or monetize Invalid Traffic or any traffic generated through deceptive, fraudulent, automated, forced, misleading, artificial, or otherwise unauthorized means.
10.5. It maintains and will continue to maintain an appropriate privacy policy and, where required by law, cookie notice, consent mechanism, opt-out mechanism, and other disclosures explaining its collection, use, storage, sharing, tracking, advertising, profiling, and data-processing practices.
10.6. It will not display, host, publish, route, monetize, or facilitate any content, advertisement, product, service, traffic, or conduct that violates the Prohibited Content and Conduct section, the Guidelines, applicable law, payment-provider rules, or Redtraffic’s compliance policies.
10.7. Where the Seller’s website, application, traffic source, Site Content, or business involves adult-oriented or sexually explicit content, the Seller is solely responsible for all applicable age-verification, consent, record-keeping, labeling, disclosure, privacy, and compliance obligations, including where applicable 18 U.S.C. §2257, 18 U.S.C. §2257A, and any related regulations.
10.8. The Seller acknowledges that Redtraffic is not a producer of any visual depictions of sexually explicit conduct as defined in 18 U.S.C. §2257 or §2257A. The Seller is solely responsible for maintaining any required Custodian of Records, posting any required 2257 statement, and ensuring that all required records, consents, and age-verification materials are accurate, complete, current, and legally sufficient.
10.9. If Redtraffic reasonably suspects or determines that the Seller has breached any representation, warranty, obligation, or restriction under these Terms, the Guidelines, or the Prohibited Content and Conduct section, Redtraffic may suspend or terminate the Seller’s account, reject or block traffic sources, remove or restrict placements, withhold, suspend, set off, deduct, retain, or forfeit Earnings or balances to the extent permitted by applicable law and payment-provider rules, and pursue any legal or equitable remedies available to recover damages, losses, chargebacks, refunds, penalties, costs, or expenses caused by the Seller’s breach.
11. DISCLAIMER
11.1. Redtraffic provides an online advertising technology platform and related Services. Redtraffic does not and cannot make any representation, warranty, or guarantee regarding the accuracy, reliability, completeness, legality, quality, suitability, safety, availability, performance, or compliance of any Member content, Seller listing, Seller website, Ad Space, traffic source, Advertisement, campaign, landing page, product, service, or transaction.
11.2. Redtraffic acts solely as a technology provider and platform operator. Redtraffic is not a party to any advertising agreement, insertion order, campaign arrangement, or other contractual relationship between Buyers and Sellers and has no control over, and assumes no responsibility for, the acts, omissions, content, traffic, placements, representations, warranties, or performance of any Buyer, Seller, or third party.
11.3. Buyers are solely responsible for evaluating the suitability, legality, quality, compliance, and expected value of any Ad Space, Site Content, traffic source, placement, Seller website, or campaign opportunity before purchasing or launching a campaign.
11.4. Sellers are solely responsible for evaluating the suitability, legality, quality, compliance, and acceptability of any Advertisement, creative, landing page, product, service, claim, or Buyer-submitted content before displaying, routing, or monetizing such materials.
11.5. Advertising results are not guaranteed. Redtraffic does not guarantee impressions, clicks, conversions, revenue, profit, return on investment, traffic quality, user engagement, campaign performance, visibility, availability, or any commercial outcome.
11.6. To the fullest extent permitted by applicable law, the Website, Platform, Services, reporting, statistics, tools, integrations, and related materials are provided “as is” and “as available” without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, error-free operation, security, accuracy, or availability.
11.7. No refund is available for delivered traffic, consumed spend, completed advertising services, processing fees, payment-provider fees, chargeback fees, currency conversion costs, or amounts deducted or retained due to fraud, breach, compliance risk, payment disputes, or applicable law, except as expressly provided in the Refunds section or required by applicable mandatory law.
11.8. Redtraffic does not create, produce, edit, host, store, or distribute any visual depictions of sexually explicit conduct as defined under 18 U.S.C. §2257 or §2257A. Redtraffic is neither a primary nor secondary producer of such content and has no producer obligations under those statutes or their implementing regulations.
11.9. Any adult-oriented or sexually explicit content promoted, linked, routed, displayed, or monetized through the Platform is supplied, uploaded, controlled, and made available exclusively by Members. All responsibility for compliance with 18 U.S.C. §2257, 18 U.S.C. §2257A, age-verification, consent, record-keeping, labeling, disclosure, privacy, and related legal requirements rests solely with the Buyers and/or Sellers that create, upload, publish, display, route, monetize, or otherwise provide such content.
11.10. Redtraffic may request proof of compliance from Members who publish, promote, route, display, or monetize adult-oriented or sexually explicit content and may reject, suspend, disable, remove, restrict, or terminate materials, campaigns, traffic sources, placements, or accounts where adequate proof is not provided or where Redtraffic reasonably believes that a violation, compliance risk, payment-provider risk, or regulatory risk may exist.
12. BREACH; ENFORCEMENT
12.1. Redtraffic may suspend, terminate, restrict, or block any Member account, campaign, Advertisement, listing, traffic source, placement, payout, payment, balance, reserve, or access to the Services at its sole discretion, with or without prior notice, where Redtraffic reasonably suspects or determines that a Member has violated these Terms, the Guidelines, applicable law, payment-provider rules, Redtraffic’s compliance policies, or any other applicable requirement.
12.2. Breach includes, without limitation, fraud, invalid traffic, prohibited content, unlawful activity, deceptive or misleading activity, payment fraud, chargebacks or disputes initiated in bad faith, sanctions/AML risk, document tampering, identity misrepresentation, multi-account abuse, bypassing account restrictions or bans, unauthorized access, interference with the Platform, violation of data protection obligations, or conduct harmful to Redtraffic, Buyers, Sellers, payment providers, users, or third parties.
12.3. If Redtraffic reasonably suspects or determines a breach, Redtraffic may, to the extent permitted by applicable law and payment-provider rules, take any action it considers necessary or appropriate, including without limitation:
12.3.1. suspend, terminate, restrict, or block the Member’s account;
12.3.2. reject, pause, remove, block, or restrict any Advertisement, campaign, listing, traffic source, placement, website, payout, payment, or transaction;
12.3.3. withhold, suspend, set off, deduct, retain, reverse, or forfeit funds, balances, Earnings, reserves, security deposits, pending payments, or payouts;
12.3.4. require additional verification, documentation, tax forms, payment-method proof, traffic-source evidence, campaign materials, or compliance information;
12.3.5. disclose relevant information and cooperate with payment providers, banks, card networks, compliance partners, auditors, regulators, law enforcement authorities, courts, arbitration bodies, or other competent authorities;
12.3.6. recover damages, losses, refunds, chargebacks, penalties, fees, investigation costs, collection costs, legal costs, or other amounts owed to Redtraffic; and
12.3.7. pursue any legal or equitable remedies available.
12.4. Redtraffic is not required to disclose the reason for any suspension, termination, restriction, hold, review, or enforcement action where disclosure may compromise fraud prevention, security, compliance review, payment-provider requirements, investigations, legal strategy, or Redtraffic’s legitimate business interests.
12.5. The rights and remedies in this Section are cumulative and do not limit any other rights or remedies available to Redtraffic under these Terms, the Guidelines, applicable law, payment-provider rules, or equity.
13. REFUNDS
13.1. Buyers may request a refund only by contacting Redtraffic’s Support Team at help@redtraffic.com or through any other support channel made available by Redtraffic. Refund requests will be reviewed, approved, rejected, delayed, reduced, or conditioned at Redtraffic’s sole discretion, subject to these Terms, the Guidelines, Redtraffic’s internal policies, applicable law, compliance checks, payment-provider rules, and card-network rules.
13.2. Refunds, where available, apply only to the Buyer’s unused remaining account balance. No refund is available for delivered traffic, consumed spend, completed advertising services, active or completed campaigns, processing fees, payment-provider fees, banking fees, wire fees, intermediary bank fees, card-network fees, chargeback fees, currency conversion costs, blockchain network fees, compliance costs, or any amounts deducted, retained, set off, or applied due to fraud, breach, invalid traffic, prohibited content, chargebacks, payment disputes, sanctions/AML risk, tax issues, regulatory risk, or violation of these Terms.
13.3. During the first six (6) months following the Buyer’s initial deposit, the Buyer may request a refund of its unused remaining account balance, provided that the Buyer has complied with these Terms, the Guidelines, applicable law, payment-provider rules, and Redtraffic’s verification and compliance requirements, and provided that no fraud, prohibited content, invalid traffic, chargeback exposure, payment dispute, sanctions/AML risk, regulatory risk, tax issue, or other compliance concern is present.
13.4. After the first six (6) months following the Buyer’s initial deposit, or after the Buyer makes a second deposit, whichever occurs first, refunds of unused remaining account balances, if approved, are available only if the remaining balance meets the applicable minimum refund threshold:
- $239 for wire transfers;
- $50 for other payment methods.
13.5. Redtraffic may deduct a processing fee of up to ten percent (10%) from any approved refund after the period described in Section 13.3, in addition to any non-refundable third-party fees, banking fees, payment-provider fees, wire fees, intermediary bank fees, card-network fees, chargeback fees, currency conversion costs, blockchain network fees, compliance costs, or other costs incurred by Redtraffic in connection with the payment or refund.
13.6. Approved refunds will be processed, where possible, to the original payment method and in the original payment currency. If currency conversion is required, the refund amount may be converted using the rate applied by the relevant payment provider, bank, processor, or another commercially reasonable exchange rate determined by Redtraffic. Redtraffic is not responsible for exchange-rate differences, bank charges, intermediary bank fees, payment-provider fees, or other third-party deductions.
13.7. If the original payment method is unavailable, closed, expired, restricted, blocked, unsupported, or otherwise incapable of receiving a refund, Redtraffic may, at its sole discretion, consider an alternative refund method. The Buyer must provide sufficient documentation proving that the original payment method is unavailable and must complete any identity, ownership, payment-method, tax, sanctions, AML, fraud-prevention, or compliance checks requested by Redtraffic. Redtraffic may reject any alternative refund method where documentation is insufficient, inconsistent, unverifiable, or creates compliance, fraud, payment-provider, regulatory, or operational risk.
13.8. Redtraffic may require verification before approving or processing any refund, including without limitation government-issued identification, proof of address, company documents, beneficial ownership information, tax documentation, payment-method ownership proof, transaction records, invoices, a live photo or selfie matching the provided ID, or any other information reasonably requested for fraud prevention, sanctions/AML screening, tax compliance, payment-provider compliance, or regulatory compliance.
13.9. If an account is suspended, terminated, restricted, blocked, blacklisted, or closed due to fraud, invalid traffic, prohibited content, unlawful activity, chargebacks or disputes initiated in bad faith, sanctions/AML risk, payment fraud, multi-account abuse, document tampering, identity misrepresentation, circumvention of compliance controls, violation of payment-provider rules, or breach of these Terms or the Guidelines, the Member is not entitled to a refund. Any remaining funds, balances, Earnings, reserves, security deposits, or pending payments may be withheld, suspended, set off, deducted, retained, or forfeited to the extent permitted by applicable law and payment-provider rules.
13.10. Redtraffic may delay, suspend, reduce, reject, or condition any refund where Redtraffic reasonably suspects or determines that the refund may be connected to fraud, invalid traffic, prohibited content, unlawful activity, payment fraud, chargeback exposure, payment dispute, sanctions/AML risk, tax issue, regulatory inquiry, payment-provider review, card-network review, security incident, or breach of these Terms.
13.11. Redtraffic may set off or deduct from any refund amount any sums owed by the Buyer or Member to Redtraffic, including without limitation unpaid fees, negative balances, chargebacks, payment reversals, refunds, penalties, taxes, costs, damages, investigation costs, collection costs, legal costs, or other amounts arising from the Member’s use of the Services, breach of these Terms, violation of applicable law, or violation of payment-provider rules.
13.12. Refund requests, if approved, will normally be submitted for processing within fifteen (15) business days from the date of approval. Additional time may be required for payment-provider review, banking processing, card-network processing, compliance checks, sanctions/AML screening, fraud review, tax review, or other third-party processing. Redtraffic is not responsible for delays, rejections, holds, fees, deductions, or restrictions caused by payment providers, banks, card networks, blockchain networks, compliance partners, regulators, or other third parties.
13.13. A refund approval does not waive any rights or remedies available to Redtraffic. Redtraffic may later reverse, deduct, set off, invoice, or recover any amount refunded in error or any amount that later becomes subject to chargeback, payment reversal, fraud finding, invalid traffic finding, regulatory issue, tax issue, or other lawful adjustment.
13.14. Nothing in this Section limits any rights that cannot be excluded under applicable mandatory law.
14. MULTI-ACCOUNT ABUSE
14.1. Members are prohibited from creating, registering, accessing, controlling, operating, or attempting to operate multiple accounts without Redtraffic’s prior written approval, including where such accounts are created or operated under the same or similar identity, documents, company, beneficial ownership, management, payment method, payout method, billing details, wallet address, device, IP address, traffic source, website, contact information, or other related information.
14.2. Members are prohibited from creating, accessing, controlling, or operating any account for the purpose of bypassing or attempting to bypass any suspension, termination, restriction, blacklist, payment hold, payout hold, compliance review, KYC/KYB requirement, sanctions/AML screening, payment-provider restriction, fraud-prevention measure, traffic-quality restriction, or other enforcement action imposed by Redtraffic.
14.3. Members must not use nominees, agents, employees, contractors, affiliates, related entities, shell companies, relatives, third-party identities, borrowed documents, altered documents, payment instruments, wallets, proxies, VPNs, or any other means to conceal account ownership, control, affiliation, source of funds, source of traffic, or connection to a suspended, terminated, restricted, or blacklisted account.
14.4. Redtraffic may determine, at its sole discretion and based on information reasonably available to it, whether accounts are related, controlled by the same person or entity, operated in coordination, or used to circumvent these Terms, the Guidelines, payment-provider rules, compliance controls, or enforcement actions. Redtraffic is not required to disclose the specific evidence, detection methods, risk signals, or internal criteria used to make such determination.
14.5. Multi-account abuse constitutes a material breach of these Terms and may be treated as fraud. If Redtraffic reasonably suspects or determines multi-account abuse, Redtraffic may, to the extent permitted by applicable law and payment-provider rules, suspend, terminate, restrict, or block all related accounts; reject, pause, or remove related campaigns, Advertisements, listings, traffic sources, placements, payments, or payouts; withhold, suspend, set off, deduct, retain, or forfeit any funds, balances, Earnings, reserves, security deposits, pending payments, or payouts; and pursue any legal or equitable remedies available.
14.6. Redtraffic may permanently prohibit any person or entity engaged in multi-account abuse, or any related person, entity, affiliate, beneficial owner, representative, or account, from using the Services in the future.
14.7. The rights and remedies in this Section are cumulative and do not limit any other rights or remedies available to Redtraffic under these Terms, the Guidelines, applicable law, payment-provider rules, or equity.
15. INTELLECTUAL PROPERTY COMPLAINTS; DMCA NOTICE
15.1. Members are solely responsible for ensuring that any Advertisement, creative, landing page, Site Content, traffic source, website, product, service, claim, trademark, logo, image, video, text, software, data, or other material they submit, display, promote, route, monetize, or make available through or in connection with the Services does not infringe, misappropriate, or violate any copyright, trademark, publicity, privacy, contractual, or other rights of any third party.
15.2. Redtraffic does not independently investigate, determine, verify, or adjudicate copyright, trademark, or other intellectual property ownership disputes between Members or third parties. Redtraffic’s receipt, review, rejection, removal, restriction, or non-removal of any material does not constitute a legal determination of ownership, infringement, validity, or non-infringement.
15.3. If you believe that material directly displayed, hosted, stored, or made available on the Redtraffic Platform infringes your copyright or other intellectual property rights, you may submit a written notice to Redtraffic at help@redtraffic.com. The notice should include sufficient information to identify the allegedly infringing material, the rights allegedly infringed, the location of the material, your contact details, and a statement that you have a good-faith belief that the use is unauthorized.
15.4. If you believe that content located on a Seller’s website, application, landing page, or other third-party property infringes your rights, you should contact the operator of that property directly. Redtraffic does not own, host, control, or operate external Seller websites, applications, landing pages, or third-party properties and has no obligation to remove or disable access to content hosted or controlled by third parties, except where required by applicable law, court order, payment-provider requirement, or Redtraffic’s compliance policies.
15.5. Redtraffic may, at its sole discretion and without admitting liability, review notices of alleged infringement and take any action it considers appropriate, including rejecting, removing, disabling, restricting, suspending, or terminating any Advertisement, campaign, landing page, traffic source, placement, account, or access to the Services. Redtraffic may also request additional information before taking action.
15.6. Redtraffic may forward any intellectual property complaint, notice, counter-notice, supporting materials, or related communications to the Member responsible for the challenged material, to payment providers, banks, compliance partners, legal advisors, regulators, law enforcement authorities, courts, arbitration bodies, or other competent authorities where Redtraffic reasonably deems such disclosure necessary or appropriate.
15.7. Members must promptly respond to and cooperate with any intellectual property complaint, investigation, inquiry, or request for information relating to materials they submit, display, promote, route, monetize, or make available through or in connection with the Services.
15.8. Redtraffic may suspend or terminate accounts of Members who are repeat infringers or who repeatedly receive credible intellectual property complaints, whether or not a final legal determination of infringement has been made.
15.9. Any Member that submits, displays, promotes, routes, monetizes, or makes available allegedly infringing material shall indemnify, defend, and hold harmless Redtraffic from and against any claims, liabilities, damages, losses, penalties, settlements, costs, and expenses, including reasonable legal fees, arising from or related to such material or any alleged infringement, misappropriation, or violation of third-party rights.
15.10. Nothing in this Section limits Redtraffic’s rights or remedies under these Terms, the Guidelines, applicable law, payment-provider rules, or equity.
16. LICENSE TO USE MEMBER MARKS
16.1. “Member Marks” means any trade names, business names, brand names, logos, trademarks, service marks, domain names, product names, and other brand identifiers provided, submitted, displayed, or otherwise made available by a Member through or in connection with the Services.
16.2. Each Member grants Redtraffic and its affiliates, service providers, technical vendors, payment providers, and compliance partners a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, display, transmit, store, process, and reference the Member Marks solely as necessary to operate the Platform, provide the Services, deliver Advertisements, identify Members, process payments and payouts, generate reports and invoices, perform compliance review, prevent fraud, resolve disputes, respond to lawful requests, and enforce these Terms.
16.3. Redtraffic may identify a Member as a customer, advertiser, publisher, partner, or user of the Services in non-confidential business communications, internal records, account interfaces, reports, invoices, compliance materials, and operational communications.
16.4. Redtraffic may use Member Marks in public marketing materials, case studies, customer lists, presentations, website materials, press materials, or promotional materials only with the Member’s prior consent or where the Member has not opted out after reasonable notice, unless such use is otherwise permitted by applicable law.
16.5. A Member may opt out of public marketing use of its Member Marks by sending written notice to Redtraffic at help@redtraffic.com. After receiving such notice, Redtraffic will use commercially reasonable efforts to stop future public marketing use of the relevant Member Marks, except for materials already produced, distributed, indexed, archived, or otherwise difficult to recall.
16.6. Each Member represents and warrants that it owns or has all necessary rights, licenses, permissions, and consents to provide and authorize the use of its Member Marks as described in this Section, and that such use does not infringe, misappropriate, or violate any third-party rights or breach any agreement or legal obligation.
16.7. Except for the limited license granted in this Section, each Member retains all ownership rights in its Member Marks. Redtraffic does not claim ownership of any Member Marks.
17. LIMITATION OF LIABILITY
17.1. To the maximum extent permitted by applicable law, Redtraffic, its past, present, and future affiliates, parents, subsidiaries, members, shareholders, directors, officers, managers, employees, contractors, agents, representatives, licensors, service providers, payment providers, compliance partners, successors, and assigns shall not be liable for any indirect, incidental, special, consequential, exemplary, punitive, enhanced, or similar damages, or for any loss of profits, revenue, business, business opportunity, goodwill, anticipated savings, data, traffic, customers, reputation, or commercial value, whether arising in contract, tort, negligence, strict liability, statute, equity, or any other legal theory, even if Redtraffic has been advised of the possibility of such damages.
17.2. To the maximum extent permitted by applicable law, Redtraffic shall not be liable for any damages, losses, liabilities, penalties, fines, costs, expenses, claims, disputes, or regulatory consequences arising from or related to:
17.2.1. any Advertisement, creative, landing page, product, service, claim, Site Content, Ad Space, traffic source, placement, campaign, listing, website, application, or material provided, controlled, displayed, routed, monetized, or made available by any Buyer, Seller, Member, or third party;
17.2.2. any transaction, agreement, insertion order, campaign arrangement, communication, representation, warranty, dispute, breach, act, or omission between Buyers and Sellers or between any Member and any third party;
17.2.3. any advertising result, lack of result, campaign performance, traffic quality, impressions, clicks, conversions, revenue, profit, return on investment, user engagement, visibility, or commercial outcome;
17.2.4. any fraud, invalid traffic, prohibited content, unlawful activity, malware, phishing, unauthorized data collection, privacy violation, intellectual property infringement, deceptive practice, or legal violation committed or allegedly committed by any Member or third party;
17.2.5. any suspension, termination, restriction, review, rejection, removal, blocking, withholding, set-off, deduction, retention, forfeiture, chargeback handling, refund handling, payout hold, payment hold, reserve, security deposit hold, compliance review, sanctions/AML screening, KYC/KYB review, tax-documentation review, payment-provider review, or enforcement action taken in good faith under these Terms;
17.2.6. any delay, rejection, reversal, chargeback, payment dispute, payout failure, payment hold, frozen balance, banking issue, card-network issue, processor issue, blockchain network issue, currency conversion issue, third-party fee, or action or inaction by any payment provider, bank, card network, acquiring bank, issuing bank, payment gateway, compliance partner, fraud-prevention provider, regulator, law enforcement authority, or other third party;
17.2.7. any interruption, outage, error, bug, security incident, cyberattack, data loss, data corruption, unauthorized access, system failure, maintenance, service degradation, or unavailability of the Website, Platform, Services, reporting, statistics, integrations, or third-party services; or
17.2.8. any Member’s failure to comply with applicable law, payment-provider rules, tax obligations, data protection obligations, advertising rules, age-verification requirements, 18 U.S.C. §2257 or §2257A requirements, intellectual property obligations, consumer protection rules, or these Terms.
17.3. Redtraffic has no obligation to mediate, resolve, or participate in disputes between Buyers and Sellers or between Members and third parties, although Redtraffic may do so at its sole discretion without assuming any liability, agency role, fiduciary duty, or legal responsibility.
17.4. To the maximum extent permitted by applicable law, Redtraffic’s total aggregate liability for all claims arising out of or relating to these Terms, the Website, the Platform, the Services, any account, any campaign, any payment, any payout, or any transaction shall not exceed the amount of platform fees actually received and retained by Redtraffic from the claimant during the three (3) months immediately preceding the event giving rise to the claim. For clarity, advertising budgets, prepaid balances, deposits, Seller Earnings, pass-through amounts, taxes, payment-provider fees, banking fees, chargeback amounts, refunds, and third-party costs shall not be treated as fees received and retained by Redtraffic for purposes of this limitation.
17.5. Multiple claims shall not expand the limitation stated in this Section. The limitation applies in the aggregate to all claims, whether based on contract, tort, negligence, strict liability, statute, equity, warranty, misrepresentation, restitution, unjust enrichment, or any other legal theory.
17.6. Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable mandatory law, including liability for willful misconduct or fraud where such liability cannot be excluded by law. To the maximum extent permitted by applicable law, the limitations and exclusions in this Section apply even if any limited remedy fails of its essential purpose.
17.7. The limitations and exclusions in this Section are an essential basis of the bargain between the parties and shall survive termination, suspension, account closure, final payout, and the end of the relationship between you and Redtraffic.
18. INDEMNITY
18.1. You agree to indemnify, defend, and hold harmless Redtraffic, its past, present, and future affiliates, parents, subsidiaries, members, shareholders, directors, officers, managers, employees, contractors, agents, representatives, licensors, service providers, payment providers, compliance partners, successors, and assigns from and against any and all claims, demands, actions, investigations, proceedings, liabilities, damages, losses, penalties, fines, settlements, judgments, costs, and expenses, including reasonable attorneys’ fees and other legal, collection, investigation, compliance, and enforcement costs, arising out of or relating to:
18.1.1. your access to or use of the Website, Platform, Services, account, campaigns, traffic sources, placements, payment methods, payout methods, or any related tools, features, or integrations;
18.1.2. your breach or alleged breach of these Terms, the Guidelines, any applicable policy, any separate agreement with Redtraffic, payment-provider rules, card-network rules, or any applicable law or regulation;
18.1.3. any Advertisement, creative, landing page, product, service, claim, Site Content, Ad Space, traffic source, placement, website, application, script, tag, redirect, data practice, or other material submitted, displayed, routed, monetized, promoted, or made available by you or on your behalf;
18.1.4. any fraud, invalid traffic, prohibited content, unlawful activity, malware, phishing, unauthorized data collection, privacy violation, intellectual property infringement, deceptive practice, consumer protection violation, or other misconduct committed or allegedly committed by you, your affiliates, your representatives, your traffic sources, your users, your contractors, or any person acting on your behalf;
18.1.5. any chargeback, refund, payment reversal, payment dispute, negative balance, payout dispute, payment-provider claim, card-network claim, bank claim, blockchain transaction issue, currency conversion issue, or third-party fee arising from your payments, payouts, campaigns, traffic, account activity, breach, or conduct;
18.1.6. any sanctions, AML/CTF, KYC, KYB, tax, regulatory, law-enforcement, payment-provider, card-network, banking, or compliance issue arising from your identity, ownership, business activity, source of funds, source of traffic, campaigns, payments, payouts, documentation, tax status, or use of the Services;
18.1.7. any failure to provide accurate, complete, current, authentic, and verifiable information or documentation, including identity documents, company documents, beneficial ownership information, payment-method information, payout information, tax forms, invoices, contracts, traffic-source information, or campaign materials;
18.1.8. any claim that your content, materials, marks, advertisements, websites, products, services, data practices, or business activities infringe, misappropriate, or violate any intellectual property, publicity, privacy, contractual, data protection, consumer protection, or other rights of any third party;
18.1.9. any claim relating to adult-oriented or sexually explicit content, including age-verification, consent, record-keeping, labeling, disclosure, privacy, trafficking, exploitation, 18 U.S.C. §2257, 18 U.S.C. §2257A, or any related legal or regulatory requirement;
18.1.10. any tax, duty, levy, withholding, assessment, penalty, interest, reporting obligation, or governmental charge arising from your use of the Services, your payments, your payouts, your Earnings, your tax status, your documentation, or your failure to comply with tax obligations;
18.1.11. any dispute, transaction, agreement, communication, representation, warranty, act, omission, or relationship between you and another Member, between you and any third party, or between any Buyer and Seller where the claim arises from your content, traffic, campaigns, payments, payouts, breach, or conduct; and
18.1.12. any regulatory inquiry, investigation, enforcement action, subpoena, court order, arbitration, complaint, or third-party claim arising from or related to your use of the Services, your business, your content, your traffic, your payments, your payouts, your breach, or your conduct.
18.2. Redtraffic may, at its sole discretion, assume the exclusive defense and control of any matter subject to indemnification. You agree to cooperate fully with Redtraffic’s defense, investigation, settlement, mitigation, and enforcement efforts, including by providing documents, records, explanations, access to relevant information, and reasonable assistance upon request.
18.3. You may not settle any claim subject to indemnification in a manner that imposes any liability, admission, obligation, restriction, payment obligation, or reputational harm on Redtraffic without Redtraffic’s prior written consent.
18.4. Redtraffic may set off, deduct, withhold, retain, or apply any funds, balances, Earnings, reserves, security deposits, pending payments, payouts, refunds, or other amounts owed to you against any indemnification obligation, damages, losses, chargebacks, refunds, penalties, costs, expenses, or other amounts owed by you to Redtraffic, to the extent permitted by applicable law and payment-provider rules.
18.5. The indemnity obligations in this Section are in addition to, and do not limit, any other rights or remedies available to Redtraffic under these Terms, the Guidelines, any separate agreement, applicable law, payment-provider rules, or equity.
18.6. This Section shall survive termination, suspension, account closure, final payout, final refund, and the end of the relationship between you and Redtraffic.
19. PAYMENT PROVIDERS; CHARGEBACKS; THIRD-PARTY FEES
19.1. The Services may involve third-party payment providers, payment gateways, card networks, acquiring banks, issuing banks, banks, blockchain networks, stablecoin providers, fraud-prevention providers, compliance partners, and other third-party financial or technical service providers. By making or receiving any payment, deposit, refund, payout, transfer, or other transaction in connection with the Services, you agree to comply with all applicable terms, rules, policies, procedures, fees, limits, restrictions, and dispute-resolution processes imposed by such third parties.
19.2. Redtraffic is not responsible for any rejected transaction, delayed transaction, blocked transaction, frozen balance, payment hold, payout hold, refund delay, chargeback, payment reversal, currency conversion difference, blockchain network issue, third-party fee, banking fee, card-network fee, payment-provider fee, intermediary bank fee, compliance hold, account restriction, or other action or inaction by any payment provider, bank, card network, blockchain network, compliance partner, fraud-prevention provider, or other third party.
19.3. If any payment, deposit, refund, payout, transfer, or transaction is subject to a chargeback, reversal, dispute, refund, rejection, hold, freeze, recall, deduction, fee, penalty, compliance review, fraud review, sanctions/AML review, card-network claim, bank claim, or payment-provider claim, Redtraffic may, to the extent permitted by applicable law and payment-provider rules, suspend or terminate the relevant account, pause or restrict campaigns, withhold or delay payouts or refunds, set off, deduct, retain, reverse, or forfeit funds, balances, Earnings, reserves, security deposits, pending payments, or payouts, and recover any related losses, costs, fees, penalties, chargebacks, refunds, expenses, or damages from the responsible Member.
19.4. You authorize Redtraffic to share payment information, billing information, payout information, transaction details, account data, identity verification data, tax documentation, campaign materials, traffic data, and related records with payment providers, banks, card networks, blockchain networks, compliance partners, fraud-prevention providers, auditors, tax advisors, regulators, law enforcement authorities, and other competent authorities as necessary or appropriate for payment processing, payout processing, refunds, chargeback handling, fraud prevention, sanctions/AML screening, tax compliance, regulatory compliance, dispute resolution, account servicing, and enforcement of these Terms.
19.5. Redtraffic may require additional verification, documentation, payment-method proof, payout-method proof, identity information, ownership information, tax documentation, invoices, contracts, traffic-source information, campaign materials, or other supporting records before processing, releasing, refunding, or paying any amount. Failure to provide requested information may result in payment holds, payout holds, refund delays, transaction rejection, account suspension, account termination, or retention of funds to the extent permitted by applicable law and payment-provider rules.
19.6. Nothing in this Section limits Redtraffic’s rights under the Refunds, Advertising Budget, Payments to Sellers, Sanctions, AML, KYC, and Compliance, Indemnity, or Breach; Enforcement sections.
20. ADVERTISING BUDGET
20.1. Buyers must prepay advertising budgets using payment methods supported by the Platform or otherwise approved by Redtraffic. Supported payment methods, currencies, minimum deposit amounts, payment limits, and processing requirements are determined by Redtraffic at its sole discretion and may be changed at any time without prior notice.
20.2. All advertising funds deposited, transferred, or otherwise made available by Buyers constitute commercial prepayments for advertising services available through the Platform. Such funds are not bank deposits, cash deposits, stored value, escrow funds, trust funds, electronic money, securities, financial instruments, or client money of any kind.
20.3. Redtraffic is not a bank, payment institution, trustee, escrow agent, custodian, money transmitter, money services business, or provider of regulated financial services. No fiduciary, custodial, trustee, escrow, agency, or special relationship is created with respect to any funds deposited by Buyers, account balances, prepaid advertising budgets, or security deposits, except to the extent such characterization cannot be excluded under applicable mandatory law.
20.4. Buyer account balances have no cash value outside the Platform. They may be used solely to purchase advertising services through the Platform and may not be sold, assigned, transferred, redeemed, withdrawn, or exchanged for cash or any other value except as expressly permitted under Redtraffic’s refund policy.
20.5. Charges for advertising services are calculated exclusively based on data, measurements, reporting, and statistics recorded by Redtraffic’s Ad Serving Platform, unless otherwise agreed in a separate written agreement. Platform statistics shall be final and binding for billing purposes, except in cases of manifest technical error as determined by Redtraffic.
20.6. All charges are exclusive of applicable taxes, duties, levies, governmental charges, payment processing fees, banking fees, currency conversion costs, chargeback fees, collection costs, legal costs, and any other third-party fees or regulatory costs. Buyers are solely responsible for all such amounts arising from or related to their use of the Services, payments, campaigns, transactions, or breach of these Terms.
20.7. The official accounting currency of the Platform is United States Dollars (USD), unless Redtraffic expressly specifies otherwise. Where payments are made in EUR or any other supported currency, Redtraffic may convert such funds into USD using the European Central Bank reference rate, another commercially reasonable exchange rate, or the rate applied by the relevant payment provider, bank, or processor on or around the date of receipt or settlement. Redtraffic may apply an additional margin of up to 1% to cover currency risk, processing costs, and operational expenses.
20.8. By using any supported payment method, including but not limited to card payments, PayPal, wire transfer, cryptocurrency, stablecoins, hosted payment pages, third-party payment gateways, or other payment providers, the Buyer acknowledges and agrees that Redtraffic may share payment information, billing information, transaction details, identity verification data, and related account information with payment processors, banks, card networks, compliance partners, fraud-prevention providers, auditors, and other service providers as necessary for payment processing, verification, reconciliation, fraud prevention, chargeback handling, compliance, and account servicing.
20.9. Redtraffic does not extend credit to Buyers unless expressly agreed in a separate written agreement signed by Redtraffic. The Buyer must ensure that sufficient prepaid funds are available in its account before launching or continuing campaigns. Redtraffic may pause, restrict, or terminate campaigns where the Buyer’s available balance is insufficient, disputed, reversed, subject to chargeback risk, or otherwise unavailable.
20.10. Redtraffic may pool, aggregate, commingle, and use prepaid advertising funds for operational settlement, liquidity management, internal accounting, payout settlement, fraud-risk management, and other business purposes related to operation of the Platform. Redtraffic is not required to segregate Buyer funds by individual Buyer, campaign, transaction, payment method, or Seller. Such pooling or commingling does not create any fiduciary, trust, escrow, custodial, or money-transmission relationship.
20.11. Redtraffic may use funds deposited by Buyers across multiple campaigns, accounts, and transactions for the purposes of operational settlement, liquidity management, and timely settlement of payments to Sellers. Payments to Sellers are not earmarked to any specific Buyer, campaign, transaction, or deposit and may be made from aggregated funds received by Redtraffic from any Buyer.
20.12. The Buyer acknowledges that its deposits may be used by Redtraffic to satisfy payment obligations, settlement obligations, chargeback exposure, refund obligations, operational costs, and other Platform-related obligations across the Platform and not exclusively in connection with the Buyer’s own campaigns. This does not affect the Buyer’s right to receive advertising services purchased in accordance with these Terms, subject to available balance, campaign settings, compliance review, traffic availability, and Platform operation.
20.13. Redtraffic may apply set-offs, deductions, holds, reversals, adjustments, or debits from any Buyer account balance, prepaid funds, or security deposit for chargebacks, payment disputes, payment reversals, fraud-related losses, invalid traffic, refunds, unpaid fees, taxes, regulatory penalties, investigation costs, collection costs, legal costs, negative balances, or any other losses, costs, or damages arising from the Buyer’s conduct, campaigns, payments, breach of these Terms, or violation of applicable law or payment-provider rules.
20.14. Redtraffic reserves the right, at its sole discretion, to request a security deposit from a Buyer in addition to prepaid advertising funds. Such security deposit may be required to secure the Buyer’s contractual obligations, payment obligations, chargeback exposure, refund exposure, fraud risk, compliance risk, regulatory risk, penalties, damages, or other potential liabilities.
20.15. Redtraffic may impose, adjust, increase, decrease, retain, or release any required security deposit by written notice, Platform notice, invoice, or supplementary agreement. Security deposits may be retained for the duration of the contractual relationship and for a reasonable period thereafter to cover potential chargebacks, payment disputes, refunds, fraud investigations, compliance reviews, regulatory inquiries, or other unresolved liabilities.
20.16. If the Buyer fails to meet its obligations, breaches these Terms, causes chargebacks or payment reversals, engages in fraud, creates regulatory or payment-provider risk, or owes any amount to Redtraffic, Redtraffic may deduct, set off, retain, or apply all or part of the security deposit against such amounts to the extent permitted by applicable law and payment-provider rules.
20.17. Any remaining security deposit balance, after lawful deductions, may be returned to the Buyer in accordance with Redtraffic’s refund policy, applicable law, payment-provider rules, and Redtraffic’s verification requirements. Redtraffic may require identity verification, ownership verification, payment-method verification, tax documentation, or other compliance documentation before returning any funds.
20.18. No interest shall accrue or be payable on any prepaid advertising funds, account balances, unused balances, security deposits, reserves, withheld amounts, or other funds held, processed, pooled, or retained by Redtraffic, unless required by applicable mandatory law.
20.19. Refunds of unused Buyer balances, if any, are available only as expressly provided in Redtraffic’s refund policy. Delivered traffic, consumed spend, completed advertising services, processing fees, payment-provider fees, chargeback fees, currency conversion costs, and amounts deducted or retained due to fraud, breach, compliance risk, payment disputes, or applicable law are not refundable except where required by applicable mandatory law.
20.20. If a Buyer account balance becomes negative for any reason, including chargebacks, payment reversals, refunds, adjustments, fees, penalties, or deductions, the Buyer must immediately pay the outstanding amount upon request. Redtraffic may suspend or terminate the Buyer’s account, pause campaigns, refuse further services, apply set-off against any funds held by Redtraffic, and pursue collection or legal remedies for any unpaid amount.
21. PAYMENTS TO SELLERS
21.1. Seller payout methods, supported currencies, payout schedules, minimum payout thresholds (“Payment Floor”), verification requirements, processing fees, reserve requirements, and payment limits are determined by Redtraffic at its sole discretion and may be changed at any time without prior notice. Redtraffic may support payout methods including, without limitation, PayPal, wire transfer, ACH, cryptocurrency, stablecoins, third-party payment providers, or any other method made available through the Platform.
21.2. Sellers are solely responsible for selecting and maintaining a valid payout method and providing accurate, complete, and up-to-date payout information, tax documentation, identity verification documents, beneficial ownership information, and any other information requested by Redtraffic, its payment providers, banks, compliance partners, or applicable authorities. Redtraffic is not responsible for delayed, rejected, misdirected, frozen, or failed payments caused by inaccurate information, missing documentation, payment-provider restrictions, banking issues, sanctions screening, compliance review, or any third-party action.
21.3. Seller Earnings are calculated exclusively based on data, measurements, reporting, and statistics recorded by Redtraffic’s Ad Serving Platform, unless otherwise agreed in a separate written agreement. Platform statistics shall be final and binding for payout and billing purposes, except in cases of manifest technical error as determined by Redtraffic.
21.4. Seller Earnings are conditional and become payable only after Redtraffic has received corresponding cleared, settled, non-reversed, and non-refundable funds from Buyers or payment providers, and only after the relevant traffic, impressions, clicks, conversions, or other payable events have passed Redtraffic’s fraud, compliance, quality, and reconciliation checks. Nothing in these Terms obligates Redtraffic to extend credit to any Seller or to pay Sellers before funds have been received and cleared.
21.5. Sellers acknowledge and agree that payouts are not earmarked to any specific Buyer, campaign, transaction, payment method, or deposit. Redtraffic may process and settle Seller payouts using aggregated funds received from Buyers across the Platform for operational efficiency, liquidity management, settlement, accounting, fraud-risk management, and other business purposes related to operation of the Platform.
21.6. Redtraffic is not required to segregate funds by individual Seller, Buyer, campaign, transaction, payment method, or traffic source. No fiduciary, trustee, escrow, custodial, agency, or special relationship is created with respect to any Seller Earnings, payout balance, reserve, withheld amount, or pending payout, except to the extent such characterization cannot be excluded under applicable mandatory law.
21.7. Redtraffic may withhold, suspend, delay, reduce, reverse, set off, deduct, retain, or forfeit any Seller Earnings, payout balance, reserve, or pending payment to the extent permitted by applicable law and payment-provider rules where Redtraffic reasonably suspects or determines any fraud, invalid traffic, artificial activity, prohibited content, unlawful activity, breach of these Terms, breach of the Guidelines, chargeback exposure, refund exposure, payment dispute, regulatory risk, sanctions/AML risk, tax-documentation issue, or violation of payment-provider rules.
21.8. Invalid Traffic includes, without limitation, artificial impressions, artificial clicks, bot traffic, automated traffic, incentivized or forced actions not expressly permitted by campaign terms, hidden placements, misleading placements, stacked ads, auto-refresh abuse, unauthorized redirects, malware-driven traffic, proxy or VPN manipulation, repeated manual activity designed to inflate payable events, traffic generated through deceptive means, or any other activity that manipulates or attempts to manipulate Platform measurements, campaign performance, billing, or payouts.
21.9. Redtraffic may retain a payout reserve from Seller Earnings for a reasonable period to cover potential chargebacks, refunds, payment reversals, invalid traffic, fraud investigations, advertiser disputes, compliance reviews, regulatory inquiries, tax issues, payment-provider claims, or other unresolved liabilities. The reserve amount, percentage, duration, release schedule, and applicable conditions shall be determined by Redtraffic at its sole discretion based on risk assessment, traffic quality, payment history, dispute history, compliance profile, and other relevant factors.
21.10. Redtraffic may adjust Seller Earnings retroactively where Redtraffic identifies invalid traffic, fraud, technical errors, reporting discrepancies, chargebacks, payment reversals, refunds, advertiser credits, duplicate payments, overpayments, compliance violations, or other circumstances requiring correction. Such adjustments may be applied to current balances, reserves, future payouts, or any other amounts payable to the Seller.
21.11. If Redtraffic has already paid any amount to a Seller and later determines that such amount was paid in error, was connected to invalid traffic or fraud, became subject to a chargeback, refund, reversal, deduction, advertiser credit, regulatory issue, or other lawful adjustment, the Seller must repay such amount upon request. Redtraffic may set off the amount against any current or future Seller Earnings, reserves, balances, or payments. If no sufficient balance is available, Redtraffic may issue an invoice to the Seller, and the Seller must pay the outstanding amount within fourteen (14) days of receipt.
21.12. Redtraffic may deduct from Seller payouts any applicable transaction processing fees, banking fees, wire fees, intermediary bank fees, currency conversion costs, blockchain network fees, payment-provider fees, chargeback fees, compliance costs, tax withholdings, regulatory charges, or other third-party costs associated with processing, reviewing, holding, converting, transferring, or reversing payments. Such deductions may be applied before payment is issued.
21.13. The official accounting currency of the Platform is United States Dollars (USD), unless Redtraffic expressly specifies otherwise. Where Seller payouts are made in EUR or any other supported currency, Redtraffic may convert amounts using the European Central Bank reference rate, another commercially reasonable exchange rate, or the rate applied by the relevant payment provider, bank, or processor on or around the date of settlement. Redtraffic may apply an additional margin of up to 1% to cover currency risk, processing costs, and operational expenses.
21.14. By receiving payments through any supported payout method, the Seller acknowledges and agrees that Redtraffic may share payout information, billing information, transaction details, identity verification data, tax information, traffic data, account information, and related records with payment processors, banks, card networks, compliance partners, fraud-prevention providers, auditors, tax advisors, regulators, law enforcement authorities, and other competent authorities as necessary for payment processing, verification, reconciliation, fraud prevention, chargeback handling, tax compliance, sanctions/AML screening, regulatory compliance, and account servicing.
21.15. Redtraffic may suspend or refuse any payout until the Seller completes all requested KYC, KYB, tax, payment-method, ownership, sanctions, AML, fraud-prevention, and compliance checks. Failure to provide requested documentation or information may result in payout holds, account suspension, account termination, forfeiture or retention of funds to the extent permitted by applicable law and payment-provider rules, and any other remedies available under these Terms.
21.16. Redtraffic may require a security deposit, reserve, holdback, or other risk-protection amount from a Seller at any time to secure the Seller’s contractual obligations, traffic-quality obligations, chargeback exposure, refund exposure, fraud risk, compliance risk, regulatory risk, penalties, damages, or other potential liabilities. Such amounts may be imposed, adjusted, increased, decreased, retained, released, or applied by Redtraffic at its sole discretion.
21.17. Seller disputes regarding payment holds, deductions, adjustments, reserves, or payout calculations must be submitted to Redtraffic in writing within seven (7) calendar days after the relevant payment, hold, deduction, adjustment, or report becomes available through the Platform or is communicated to the Seller. If no dispute is submitted within that period, the Seller is deemed to have accepted the calculation, hold, deduction, adjustment, or payout. Redtraffic retains final discretion to determine whether Earnings are legitimate, payable, or subject to adjustment.
21.18. No interest shall accrue or be payable on any Seller Earnings, payout balances, pending payments, reserves, withheld amounts, security deposits, holdbacks, deductions, or other amounts held, processed, pooled, retained, delayed, or disputed by Redtraffic, unless required by applicable mandatory law.
21.19. Redtraffic may suspend, restrict, or terminate a Seller account, remove or reject traffic sources, block websites or placements, withhold or adjust payouts, and pursue legal or equitable remedies if Redtraffic reasonably suspects or determines that the Seller has provided invalid traffic, engaged in fraud, violated these Terms, violated the Guidelines, breached applicable law, created payment-provider risk, or caused damages, losses, chargebacks, refunds, regulatory exposure, or reputational harm to Redtraffic, Buyers, payment providers, or other third parties.
21.20. The obligations in this Section shall survive termination, suspension, closure of the Seller’s account, final payout, and the end of the Seller’s relationship with Redtraffic.
22. TAXATION POLICY
22.1. In order to comply with applicable United States federal, state, local, and international tax laws and reporting obligations, Redtraffic may be required to charge, collect, withhold, deduct, report, or remit certain taxes, duties, levies, assessments, or governmental charges, including without limitation sales tax, use tax, value-added tax (VAT), goods and services tax (GST), withholding tax, backup withholding, nonresident withholding, digital services taxes, or other direct or indirect taxes. Such obligations may apply to advertising charges, Buyer payments, refunds, account balances, Seller Earnings, payouts, reserves, security deposits, fees, adjustments, deductions, or any other amounts paid, payable, credited, withheld, retained, refunded, or processed through or in connection with the Services. The applicability, amount, and rate of such taxes may be determined based on billing address, tax residency, place of supply, place of use, payment method, payout method, tax identification information, documentation provided by the Member, Platform data, or other information reasonably available to Redtraffic.
22.2. Each Member is solely responsible for determining its own tax obligations arising from the use of the Services and for timely withholding, collecting, reporting, paying, settling, and/or remitting all applicable taxes to the relevant authorities. Redtraffic is not a tax advisor and provides no tax, legal, or accounting advice; any tax-related information made available by Redtraffic is for administrative convenience only and must not be relied upon as advice.
22.3. Tax Documentation. Redtraffic may require Members to provide valid and complete tax forms and information, including without limitation IRS Form W-9 (for U.S. persons) or IRS Form W-8BEN / W-8BEN-E or other applicable W-8 forms (for non-U.S. persons), as well as any supporting documentation for treaty benefits. Members must promptly notify Redtraffic of any change in circumstances that renders previously provided information incorrect (and, for non-U.S. persons, renew W-8 forms at least every three (3) years or earlier if required by law).
22.4. Withholding; No Gross-Up. Where required by law, Redtraffic may withhold taxes from any amounts payable to a Member, including (a) U.S. backup withholding under applicable federal tax law and (b) nonresident withholding under Internal Revenue Code §§1441/1442. Any amount so withheld and remitted shall be deemed proper payment to the Member to the extent of the withheld amount. Redtraffic shall have no obligation to increase any payment on account of any taxes (no gross-up). Redtraffic may reasonably rely in good faith on tax forms and information provided by Members to determine applicable withholding or reporting and shall not be liable for consequences of a Member’s errors, omissions, or misstatements.
22.5. Information Reporting. Where required, Redtraffic may file information returns, including Forms 1099-MISC/1099-NEC (for U.S. reportable payees) and Form 1042-S (for non-U.S. payees). Members agree to provide all information reasonably requested to enable such reporting and acknowledge that failure to do so may result in withholding, payment holds, suspension, or termination of the account.
22.6. Reimbursement; Set-Off. If any tax, penalty, interest, assessment, or other amount is imposed on or collected from Redtraffic by a tax authority due to (i) a Member’s failure to provide accurate or complete tax documentation, (ii) a Member’s misrepresentation of status or eligibility for treaty benefits, or (iii) a change in circumstances not timely disclosed by the Member, the Member shall indemnify and reimburse Redtraffic for such amounts upon demand. Redtraffic may set off or deduct any such amounts from funds standing to the Member’s credit or from future payments (in addition to the set-off rights described elsewhere in these Terms).
22.7. Unclaimed Property. In accordance with applicable U.S. state unclaimed property (escheat) laws, funds remaining in a Member’s account that are not claimed or withdrawn within the statutory dormancy period may be deemed abandoned and remitted by Redtraffic to the appropriate governmental authority. Upon such remittance, Redtraffic shall have no further liability with respect to such funds, and the Member’s recourse (if any) shall be solely against the applicable authority.
22.8. Survival. The obligations in this Section 22 shall survive termination of these Terms and any closure or suspension of a Member’s account.
22.9. Any tax withholding, reporting, deduction, set-off, adjustment, reserve, hold, or remittance made by Redtraffic in good faith for tax, legal, regulatory, payment-provider, accounting, or compliance purposes shall not constitute a breach of these Terms and shall not create any obligation for Redtraffic to gross up, reimburse, compensate, or otherwise make any Member whole, except to the extent required by applicable mandatory law.
23. PLATFORM-GENERATED INVOICES; SELF-BILLING WHERE APPLICABLE
23.1. Redtraffic may generate invoices, payout statements, credit notes, adjustment records, tax records, transaction summaries, or other billing documents through the Platform in connection with Seller Earnings, payouts, fees, adjustments, deductions, reserves, refunds, chargebacks, or other transactions related to the Services.
23.2. Where self-billing, recipient-created invoices, platform-generated invoices, or similar billing arrangements are permitted or required under applicable law, the Seller authorizes Redtraffic to generate such documents on the Seller’s behalf for transactions processed through the Platform.
23.3. Unless otherwise required by applicable mandatory law or expressly agreed in writing by Redtraffic, Sellers must not issue separate or duplicate invoices to Redtraffic for the same Seller Earnings, payouts, or transactions covered by Platform-generated invoices or payout statements.
23.4. The Seller is solely responsible for ensuring that its legal name, business name, address, tax identification number, VAT/GST number, company details, payout details, and other billing or tax information provided to Redtraffic are accurate, complete, current, and legally sufficient. The Seller must promptly update such information through the Platform or by contacting Redtraffic if any information changes.
23.5. All Platform-generated invoices, payout statements, credit notes, adjustment records, and transaction summaries are based on Redtraffic’s Ad Serving Platform statistics, payment records, payout records, deductions, adjustments, reserves, and other records maintained by Redtraffic, unless otherwise agreed in a separate written agreement.
23.6. Acceptance of a payout, failure to dispute a Platform-generated invoice or payout statement within the applicable dispute period, or continued use of the Services constitutes acceptance of the corresponding Platform-generated invoice, payout statement, adjustment, deduction, reserve, and related billing record, except in cases of manifest technical error as determined by Redtraffic.
23.7. Sellers must promptly notify Redtraffic if they believe any invoice, payout statement, tax record, credit note, adjustment, or billing document is inaccurate, incomplete, or legally insufficient. Redtraffic may, at its sole discretion, issue corrected documents, adjustment records, credit notes, or revised payout statements.
23.8. If applicable law requires the Seller to issue its own invoice, tax invoice, VAT invoice, GST invoice, receipt, or other billing document, the Seller is solely responsible for doing so in compliance with applicable law and must ensure that no duplicate, inconsistent, or conflicting billing document is issued for the same transaction unless required by law.
23.9. Redtraffic may suspend or withhold payouts where billing information, tax information, invoice requirements, self-billing requirements, payout documentation, or compliance documentation is missing, inaccurate, incomplete, inconsistent, outdated, unverifiable, or otherwise insufficient.
23.10. Redtraffic may amend, suspend, restrict, or terminate any self-billing, platform-generated invoicing, payout statement, or billing process at any time to comply with applicable law, tax requirements, accounting requirements, payment-provider rules, operational needs, or Redtraffic’s internal policies.
23.11. Nothing in this Section makes Redtraffic responsible for the Seller’s tax reporting, tax payment, tax registration, invoicing obligations, VAT/GST obligations, accounting records, or compliance with local billing requirements. Sellers remain solely responsible for their own tax, accounting, and invoicing obligations.
23.12. The obligations in this Section shall survive termination, suspension, account closure, final payout, and the end of the Seller’s relationship with Redtraffic.
24. SANCTIONS, AML, KYC, AND COMPLIANCE
24.1. You represent and warrant that you, and where applicable your owners, directors, officers, managers, employees, agents, representatives, affiliates, beneficial owners, and beneficiaries, are not located in, organized under the laws of, ordinarily resident in, or operating from any country or territory subject to comprehensive sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the European Union, the United Nations Security Council, the United Kingdom, or any other applicable sanctions authority.
24.2. You further represent and warrant that you, and where applicable your owners, directors, officers, managers, employees, agents, representatives, affiliates, beneficial owners, and beneficiaries, are not identified on, owned by, controlled by, acting on behalf of, or acting for the benefit of any person or entity identified on any sanctions, restricted-party, blocked-person, denied-party, specially designated nationals, or similar list maintained by OFAC, the U.S. Department of State, the European Union, the United Nations Security Council, the United Kingdom, or any other applicable sanctions authority.
24.3. You agree that you will not use the Services, directly or indirectly, to conduct, facilitate, support, promote, or conceal any transaction, payment, campaign, traffic source, advertisement, payout, transfer, business activity, or dealing that would violate applicable sanctions, anti-money laundering laws, counter-terrorist financing laws, anti-bribery laws, anti-corruption laws, export control laws, payment-provider rules, card-network rules, or other applicable compliance requirements.
24.4. Redtraffic may, at its sole discretion, conduct customer due diligence (KYC), business verification (KYB), enhanced due diligence (EDD), sanctions screening, AML/CTF screening, fraud screening, payment-method verification, beneficial ownership verification, tax-documentation review, traffic-quality review, and any other compliance checks Redtraffic considers necessary or appropriate.
24.5. You must provide accurate, complete, and up-to-date information and documentation requested by Redtraffic, its payment providers, banks, compliance partners, auditors, tax advisors, or competent authorities for KYC, KYB, AML, sanctions, fraud prevention, tax compliance, payment processing, chargeback handling, regulatory compliance, or account servicing purposes. Such documentation may include, without limitation, government-issued identification, proof of address, company formation documents, ownership information, tax forms, payment-method documentation, invoices, contracts, traffic-source information, campaign materials, and other supporting records.
24.6. Redtraffic may refuse, suspend, restrict, terminate, freeze, hold, delay, deduct, set off, retain, or block any account, campaign, transaction, payment, payout, balance, reserve, or access to the Services where Redtraffic reasonably suspects or determines that there may be sanctions risk, AML/CTF risk, fraud, invalid traffic, payment fraud, chargeback exposure, payment dispute risk, tax-compliance issue, regulatory risk, prohibited content, violation of payment-provider rules, or breach of these Terms or the Guidelines.
24.7. Redtraffic may disclose relevant information, account data, identity data, beneficial ownership data, billing information, payout information, payment-method information, transaction details, campaign materials, traffic data, technical data, tax documentation, communications, and related records to payment providers, banks, card networks, acquiring banks, issuing banks, payment gateways, compliance partners, fraud-prevention providers, auditors, tax advisors, legal advisors, regulators, law enforcement authorities, government agencies, courts, arbitration bodies, and other competent authorities where required by law, court order, subpoena, payment-provider rules, card-network rules, regulatory request, or where Redtraffic reasonably deems such disclosure necessary or appropriate to investigate, prevent, detect, report, or respond to fraud, invalid traffic, unlawful activity, sanctions/AML risk, chargebacks, refunds, payment disputes, security incidents, prohibited content, regulatory inquiries, tax matters, or violations of these Terms.
24.8. Redtraffic may cooperate with payment providers, banks, card networks, acquiring banks, issuing banks, compliance partners, auditors, regulators, law enforcement authorities, and other competent authorities in connection with fraud investigations, AML/CTF reviews, sanctions screening, chargebacks, refunds, payment disputes, regulatory inquiries, tax reporting, security incidents, prohibited content, invalid traffic, or suspected unlawful activity.
24.9. Redtraffic may retain compliance, payment, transaction, tax, traffic, campaign, account, and verification records for as long as Redtraffic reasonably considers necessary for legal, regulatory, tax, accounting, audit, fraud-prevention, dispute-resolution, chargeback, payment-provider, or legitimate business purposes, subject to applicable data protection laws.
24.10. Failure to provide requested information or documentation, provision of false, incomplete, misleading, outdated, altered, forged, or unverifiable information, or any attempt to circumvent Redtraffic’s compliance controls shall constitute a material breach of these Terms and may result in immediate suspension, termination, withholding, set-off, retention or forfeiture of funds to the extent permitted by applicable law and payment-provider rules, and any other remedies available to Redtraffic.
24.11. Redtraffic shall not be liable for any delay, rejection, suspension, termination, payment hold, payout hold, account restriction, blocked transaction, frozen balance, or disclosure of information made in good faith for compliance, fraud-prevention, sanctions, AML, payment-provider, tax, regulatory, or legal purposes.
24.12. The obligations and rights in this Section shall survive termination, suspension, account closure, final payout, and the end of the relationship between you and Redtraffic.
25. INTELLECTUAL PROPERTY RIGHTS
25.1. As between Redtraffic and Members, all rights, title, and interest in and to the Website, Platform, Services, software, source code, object code, databases, interfaces, dashboards, reports, statistics, analytics, designs, text, graphics, logos, icons, images, audio, video, documentation, know-how, trade secrets, technology, algorithms, systems, processes, trademarks, service marks, trade names, domain names, and other intellectual property owned, developed, operated, controlled, or licensed by Redtraffic, excluding Member-provided content, are owned by Redtraffic or its licensors.
25.2. Members receive only a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Website, Platform, and Services strictly in accordance with these Terms, the Guidelines, and Redtraffic’s policies. No ownership interest, license, or right is granted except as expressly stated in these Terms.
25.3. Members must not copy, reproduce, modify, adapt, translate, distribute, sell, resell, license, sublicense, rent, lease, assign, transfer, publish, display, perform, frame, mirror, scrape, extract, reverse engineer, decompile, disassemble, or create derivative works from any part of the Website, Platform, Services, software, databases, reports, statistics, analytics, interfaces, or Redtraffic-controlled materials, except with Redtraffic’s prior written consent.
25.4. Members must not remove, obscure, alter, or interfere with any copyright, trademark, proprietary, confidentiality, or other rights notices displayed on or made available through the Website, Platform, Services, or Redtraffic materials.
25.5. The “Redtraffic” name, brand, logo, trademarks, service marks, and related intellectual property are owned by REDLEADZ LLC. Members may not use the “Redtraffic” name, brand, logo, trademark, service mark, domain name, trade name, or any confusingly similar mark without prior written authorization from the applicable rights holder.
25.6. All third-party trademarks, trade names, service marks, logos, domain names, and brand identifiers appearing on or through the Website, Platform, Services, Advertisements, Seller websites, Buyer landing pages, or other materials belong to their respective owners. No rights are granted in such third-party marks except as expressly authorized by the applicable rights holder.
25.7. Members retain ownership of their own Advertisements, creatives, landing pages, Site Content, Member Marks, and other materials they provide, subject to the licenses and rights granted to Redtraffic, Sellers, service providers, payment providers, and compliance partners under these Terms.
25.8. Feedback, suggestions, ideas, requests, comments, improvements, or recommendations provided by any Member regarding the Website, Platform, Services, features, products, systems, or business operations may be used by Redtraffic without restriction, compensation, attribution, or obligation, and Redtraffic shall own all rights in any improvements, developments, or modifications derived from such feedback to the extent permitted by law.
25.9. Redtraffic reserves all rights not expressly granted under these Terms. Any unauthorized use of Redtraffic intellectual property may result in account suspension, termination, withholding or retention of funds to the extent permitted by applicable law and payment-provider rules, and legal or equitable remedies, including injunctive relief and damages.
26. POLICIES; VERIFICATION
26.1. You must comply with all policies, guidelines, help pages, FAQs, technical requirements, advertising rules, publishing rules, traffic-quality rules, payment rules, and other instructions published or made available by Redtraffic through the Website, Platform, account interface, email, or support channels. All such policies and instructions are incorporated into these Terms by reference and are binding on all Members.
26.2. Redtraffic may amend, update, replace, suspend, or remove any policy, guideline, rule, help page, FAQ, technical requirement, or instruction at any time. Continued use of the Services after such update constitutes acceptance of the updated policy, guideline, rule, requirement, or instruction.
26.3. Redtraffic may request information, documents, records, or verification materials from any Member at any time for identity verification, business verification, beneficial ownership verification, payment-method verification, payout-method verification, tax compliance, fraud prevention, sanctions/AML screening, chargeback handling, traffic-quality review, compliance review, regulatory compliance, account servicing, or enforcement of these Terms.
26.4. Requested verification materials may include, without limitation, government-issued identification, live photo or selfie verification, proof of address, company formation documents, business licenses, ownership information, beneficial ownership information, director or manager information, tax forms, VAT/GST numbers, payment-method proof, payout-method proof, bank statements, invoices, contracts, traffic-source information, campaign materials, website ownership proof, domain ownership proof, and other supporting records.
26.5. For card transactions, refunds, payment disputes, or payment-method verification, Redtraffic may request a redacted copy or image of the relevant payment card or payment method, where permitted by applicable law and payment-provider rules. Any card copy must show only the cardholder name, expiration date, and last four (4) digits of the card number, and must not show the full card number, CVV, CVC, security code, PIN, or other sensitive authentication data.
26.6. Members must provide requested information and documentation in the manner, format, language, quality, and timeframe specified by Redtraffic. All information and documents provided must be accurate, complete, current, authentic, unaltered, and verifiable.
26.7. Redtraffic may reject any document or information that is incomplete, outdated, inconsistent, unverifiable, altered, forged, misleading, suspicious, or otherwise insufficient for Redtraffic’s compliance, fraud-prevention, payment-provider, tax, or risk-management purposes.
26.8. Failure to provide requested information or documentation, provision of false, incomplete, misleading, outdated, altered, forged, or unverifiable information, or refusal to complete verification may result in account suspension, account termination, payment holds, payout holds, refund delays, transaction rejection, campaign suspension, traffic-source rejection, withholding, set-off, deduction, retention or forfeiture of funds to the extent permitted by applicable law and payment-provider rules, and any other remedies available under these Terms.
26.9. Redtraffic is not liable for any delay, rejection, hold, suspension, termination, blocked transaction, payment failure, payout failure, refund delay, or other consequence resulting from a Member’s failure to complete verification or provide accurate, complete, current, authentic, and verifiable information.
26.10. Nothing in this Section limits Redtraffic’s rights under the Sanctions, AML, KYC, and Compliance section, the Payment Providers section, the Refunds section, the Advertising Budget section, the Payments to Sellers section, or the Breach; Enforcement section.
27. COMPLIANCE WITH LAWS
27.1. Each Member is solely responsible for complying with all applicable laws, statutes, ordinances, regulations, rules, orders, industry standards, payment-provider rules, card-network rules, and self-regulatory requirements that apply to its use of the Services, campaigns, Advertisements, landing pages, products, services, claims, Site Content, Ad Space, traffic sources, placements, payments, payouts, data practices, tax obligations, and business operations.
27.2. Without limitation, each Member is solely responsible for compliance with all applicable advertising, consumer protection, unfair competition, intellectual property, privacy, data protection, cybersecurity, cookie, tracking, consent, anti-spam, telecommunications, age-verification, record-keeping, labeling, disclosure, sanctions, anti-money laundering, counter-terrorist financing, anti-bribery, anti-corruption, export control, tax, and payment laws and requirements.
27.3. Buyers are solely responsible for ensuring that their Advertisements, creatives, landing pages, products, services, claims, targeting settings, campaign practices, checkout flows, subscription flows, billing practices, disclosures, and data practices are lawful, accurate, non-misleading, properly disclosed, and compliant in every jurisdiction where they are displayed, targeted, accessed, or made available.
27.4. Sellers are solely responsible for ensuring that their Site Content, Ad Space, websites, applications, traffic sources, placements, scripts, tags, pixels, redirects, user experience, disclosures, consent mechanisms, data practices, and business operations are lawful, non-deceptive, properly disclosed, and compliant in every jurisdiction where they are operated, accessed, targeted, monetized, or made available.
27.5. Where a Member’s content, website, application, traffic source, Advertisement, landing page, product, service, or business involves adult-oriented or sexually explicit content, that Member is solely responsible for all applicable age-verification, consent, record-keeping, labeling, disclosure, privacy, anti-trafficking, exploitation-prevention, and related legal obligations, including where applicable 18 U.S.C. §2257, 18 U.S.C. §2257A, and any related regulations.
27.6. Redtraffic does not provide legal, tax, regulatory, compliance, advertising, privacy, or accounting advice and does not guarantee that any Advertisement, campaign, Site Content, traffic source, placement, product, service, claim, data practice, payment, payout, or business activity complies with applicable law or third-party rules.
27.7. Redtraffic may suspend, reject, remove, restrict, terminate, withhold, deduct, retain, or take any other action permitted under these Terms where Redtraffic reasonably suspects or determines that a Member’s activity may violate applicable law, payment-provider rules, card-network rules, industry standards, the Guidelines, Redtraffic’s compliance policies, or these Terms.
27.8. Each Member must promptly cooperate with Redtraffic in connection with any legal, regulatory, tax, payment-provider, card-network, compliance, law-enforcement, or third-party inquiry relating to the Member’s use of the Services, campaigns, content, traffic, payments, payouts, or business operations.
27.9. Nothing in this Section limits Redtraffic’s rights or remedies under any other Section of these Terms, the Guidelines, applicable law, payment-provider rules, card-network rules, or equity.
28. ACCESS; AVAILABILITY; SECURITY
28.1. Subject to these Terms, Redtraffic grants each Member a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Website, Platform, and Services solely for the purpose of buying, selling, managing, delivering, tracking, or reporting digital advertising through the Platform in accordance with these Terms, the Guidelines, and Redtraffic’s policies.
28.2. Redtraffic may modify, suspend, restrict, discontinue, replace, update, remove, or limit access to all or any part of the Website, Platform, Services, features, tools, integrations, reports, statistics, payment methods, payout methods, campaigns, traffic sources, or account functions at any time, with or without prior notice, for operational, technical, security, compliance, payment-provider, legal, risk-management, or business reasons.
28.3. Redtraffic does not guarantee that the Website, Platform, Services, reporting, statistics, integrations, payment functions, payout functions, tracking tools, campaign delivery, or any related systems will be uninterrupted, continuous, secure, error-free, accurate, complete, free of defects, free of viruses or harmful components, compatible with all devices, browsers, systems, configurations, or software, or available at any particular time or location.
28.4. The Website, Platform, Services, tools, reports, statistics, integrations, and related materials are provided “as is” and “as available.” Members access and use them at their own risk.
28.5. Redtraffic may perform maintenance, upgrades, migrations, security updates, emergency repairs, fraud-prevention measures, compliance actions, or other technical or operational work that may result in downtime, delays, data latency, reporting discrepancies, campaign pauses, payment delays, payout delays, reduced functionality, or temporary unavailability.
28.6. Redtraffic may use technical, operational, legal, and security measures to prevent unauthorized access, abuse, fraud, scraping, attacks, excessive load, circumvention, or misuse of the Website, Platform, or Services, including without limitation IP blocking, device blocking, email blocking, domain blocking, account restrictions, rate limits, traffic filtering, bot detection, payment holds, payout holds, campaign restrictions, and contact with hosting providers, ISPs, payment providers, banks, law enforcement authorities, or other relevant third parties.
28.7. Members must not access or use the Website, Platform, or Services except as expressly permitted under these Terms. Without limitation, Members must not copy, modify, scrape, crawl, harvest, extract, reverse engineer, decompile, disassemble, frame, mirror, resell, sublicense, interfere with, overload, attack, bypass, circumvent, or create derivative works from the Website, Platform, Services, software, reports, statistics, pricing, listings, account data, traffic data, or any other Redtraffic-controlled data or systems, except with Redtraffic’s prior written consent.
28.8. Members must not share account access, provide unauthorized third-party access, use another person’s account, attempt to gain unauthorized access to any account or system, test or probe system vulnerabilities, bypass authentication, interfere with security controls, or use the Services in any manner that may compromise the integrity, security, availability, or performance of the Website, Platform, Services, or any related systems.
28.9. Any unauthorized access or use automatically terminates the limited license granted under this Section and may result in account suspension, account termination, payment holds, payout holds, campaign suspension, traffic-source rejection, withholding, set-off, deduction, retention or forfeiture of funds to the extent permitted by applicable law and payment-provider rules, and any other remedies available under these Terms or applicable law.
28.10. If a Member’s account is suspended, terminated, restricted, or closed for any reason, Redtraffic may restrict or disable access to the account, campaigns, reports, statistics, files, creatives, records, payment functions, payout functions, support functions, and any other account-related materials or features. Redtraffic may retain, delete, preserve, disclose, or restrict access to account data and materials in accordance with these Terms, applicable law, payment-provider rules, compliance obligations, and Redtraffic’s legitimate business needs.
28.11. Termination, suspension, restriction, or closure of an account does not relieve the Member of any payment obligations, indemnity obligations, refund obligations, repayment obligations, tax obligations, compliance obligations, chargeback obligations, documentation obligations, or other obligations accrued before or after such action.
28.12. Redtraffic may classify an account as inactive if the Member has not logged in or otherwise accessed the account for three (3) consecutive months or for any other period specified by Redtraffic. Redtraffic may restrict access to inactive accounts, require reactivation through support, require additional verification, pause campaigns, continue campaigns while sufficient funds remain available, or take any other action permitted under these Terms and Redtraffic’s policies.
28.13. Members are solely responsible for maintaining their own copies of campaign materials, creatives, reports, invoices, payout statements, tax records, transaction records, traffic records, and any other data or materials they may need. Redtraffic is not responsible for preserving or providing access to any account data or materials except to the extent required by applicable mandatory law.
29. FORCE MAJEURE
29.1. Redtraffic shall not be liable for any failure, delay, interruption, suspension, restriction, non-performance, or partial performance of any obligation under these Terms where such failure, delay, interruption, suspension, restriction, non-performance, or partial performance is caused by events or circumstances beyond Redtraffic’s reasonable control.
29.2. Force majeure events include, without limitation, acts of God, natural disasters, fire, flood, earthquake, hurricane, severe weather, epidemic, pandemic, public health emergency, war, armed conflict, terrorism, civil unrest, riots, labor disputes, strikes, lockouts, supply-chain disruption, governmental action, court order, regulatory action, sanctions, embargoes, changes in law, law-enforcement action, payment-provider action, banking restrictions, card-network restrictions, blockchain network failures, internet outages, telecommunications failures, cloud provider failures, hosting provider failures, DNS failures, CDN failures, software failures, hardware failures, power outages, cyberattacks, hacking incidents, DDoS attacks, malware incidents, fraud attacks, security incidents, third-party service failures, or any other event beyond Redtraffic’s reasonable control.
29.3. During a force majeure event, Redtraffic’s obligations shall be suspended or modified to the extent affected by the event. Redtraffic may suspend, restrict, delay, modify, or cancel affected Services, campaigns, payments, payouts, refunds, reporting, support, traffic delivery, integrations, or other Platform functions without liability.
29.4. Redtraffic shall not be liable for any damages, losses, refunds, chargebacks, penalties, fees, costs, expenses, lost profits, lost revenue, lost data, lost traffic, campaign underdelivery, payout delay, payment delay, refund delay, reporting delay, or other consequences arising from or related to a force majeure event.
29.5. If a force majeure event continues for an extended period or materially affects Redtraffic’s ability to provide the Services, Redtraffic may suspend, restrict, modify, or terminate affected Services, accounts, campaigns, payment methods, payout methods, integrations, or Platform functions without liability.
29.6. Nothing in this Section excuses a Member’s obligation to pay amounts already owed to Redtraffic, reimburse chargebacks or payment reversals, repay overpayments, satisfy indemnity obligations, provide required documentation, comply with law, or comply with these Terms.
30. DATA RETENTION; BACKUPS; RECORDS
30.1. Members are solely responsible for maintaining their own copies and backups of all information, records, data, files, creatives, campaign materials, invoices, payout statements, tax records, transaction records, traffic records, reports, statistics, communications, and other materials they submit to, receive from, access through, or generate using the Services.
30.2. Redtraffic does not guarantee that any account data, campaign data, traffic data, reports, statistics, creatives, files, communications, invoices, payout statements, tax records, or other materials will be stored, retained, backed up, recoverable, accurate, complete, or available at any particular time.
30.3. Redtraffic may retain, delete, restrict, archive, preserve, disclose, or otherwise process account data, campaign data, traffic data, payment data, payout data, tax data, verification data, compliance records, communications, and related materials in accordance with these Terms, the Privacy Policy, applicable law, payment-provider rules, tax obligations, accounting requirements, audit requirements, fraud-prevention needs, dispute-resolution needs, security requirements, and Redtraffic’s legitimate business purposes.
30.4. Redtraffic may delete or restrict access to any account data, files, creatives, reports, statistics, campaign materials, traffic records, communications, or other materials after account suspension, termination, inactivity, closure, migration, maintenance, system update, storage limitation, legal review, compliance review, or any other operational or business reason.
30.5. Redtraffic is not liable for any loss, deletion, corruption, alteration, disclosure, unavailability, inaccuracy, incompleteness, or failure to store or back up any data, files, reports, statistics, creatives, records, communications, or other materials, except to the extent such liability cannot be excluded under applicable mandatory law.
30.6. Nothing in this Section limits Redtraffic’s right to retain records where Redtraffic reasonably considers retention necessary for legal, regulatory, tax, accounting, audit, fraud-prevention, chargeback, payment-provider, dispute-resolution, security, or legitimate business purposes.
31. THIRD-PARTY SERVICES; EXTERNAL WEBSITES
31.1. The Website, Platform, Services, Advertisements, Seller websites, Buyer landing pages, campaigns, reports, payment flows, payout flows, support materials, or other materials made available through or in connection with the Services may contain links, redirects, references, integrations, advertisements, APIs, tags, scripts, pixels, payment options, payout options, or access to third-party websites, applications, platforms, services, products, resources, or content.
31.2. Third-party services and external websites may include, without limitation, payment providers, payment gateways, banks, card networks, blockchain networks, wallet providers, fraud-prevention providers, compliance providers, analytics providers, hosting providers, cloud providers, traffic sources, advertiser landing pages, publisher websites, tracking providers, and other third-party vendors or platforms.
31.3. Redtraffic does not own, operate, control, endorse, guarantee, or assume responsibility for any third-party website, application, platform, service, product, content, resource, integration, API, tag, script, pixel, payment provider, payout provider, traffic source, Buyer landing page, Seller website, or external property.
31.4. Redtraffic makes no representation, warranty, or guarantee regarding the accuracy, legality, safety, availability, quality, reliability, security, privacy practices, data practices, payment practices, compliance, performance, suitability, or content of any third-party service or external website.
31.5. Your access to or use of any third-party service or external website is solely at your own risk and may be governed by that third party’s own terms, policies, privacy notices, payment rules, compliance requirements, and fees. You are solely responsible for reviewing and complying with such third-party terms and policies.
31.6. Redtraffic shall not be liable for any damages, losses, claims, costs, expenses, disputes, payment issues, payout issues, data issues, privacy issues, security incidents, fraud, malware, unlawful content, service failures, service interruptions, rejected transactions, chargebacks, or other consequences arising from or related to your access to, use of, reliance on, or interaction with any third-party service or external website.
31.7. Redtraffic may add, remove, suspend, restrict, replace, or modify access to any third-party service, integration, payment method, payout method, API, tag, script, pixel, link, redirect, or external resource at any time, with or without prior notice, for operational, technical, legal, compliance, payment-provider, risk-management, or business reasons.
31.8. Nothing in this Section limits Redtraffic’s rights or remedies under these Terms, the Guidelines, applicable law, payment-provider rules, or equity.
32. PROHIBITED TECHNICAL CONDUCT; PLATFORM ABUSE
32.1. Members must not access, use, interfere with, disrupt, damage, compromise, overload, attack, reverse engineer, manipulate, or attempt to gain unauthorized access to the Website, Platform, Services, accounts, systems, software, data, reports, statistics, tracking tools, payment functions, payout functions, integrations, APIs, servers, networks, security controls, or technical infrastructure of Redtraffic or its service providers.
32.2. Without limitation, Members must not:
32.2.1. use any robot, spider, crawler, scraper, data-mining tool, extraction tool, automated script, browser automation, bot, emulator, or similar technology to access, copy, monitor, collect, harvest, extract, index, test, or analyze the Website, Platform, Services, reports, statistics, listings, pricing, account data, traffic data, or any other Redtraffic-controlled data or systems without Redtraffic’s prior written consent;
32.2.2. reverse engineer, decompile, disassemble, modify, adapt, translate, copy, frame, mirror, resell, sublicense, create derivative works from, or otherwise exploit any part of the Website, Platform, Services, software, code, interface, database, reporting system, statistics, tracking tools, or technical infrastructure;
32.2.3. bypass, disable, interfere with, or circumvent any authentication, access control, rate limit, bot detection, fraud-prevention measure, security control, compliance control, geographic restriction, payment control, payout control, tracking control, measurement system, or technical protection measure;
32.2.4. introduce, upload, distribute, transmit, route, execute, or facilitate any virus, worm, Trojan horse, malware, spyware, ransomware, exploit, backdoor, malicious code, harmful script, unauthorized iframe, forced redirect, browser locker, forced download, or other code or practice that may damage, interfere with, mislead, compromise, or gain unauthorized access to any device, browser, account, system, network, data, or service;
32.2.5. conduct or attempt any denial-of-service attack, distributed denial-of-service attack, load testing, vulnerability scanning, penetration testing, credential stuffing, password spraying, brute-force attack, scraping attack, enumeration, probing, spoofing, phishing, account takeover, session hijacking, or other unauthorized security testing or attack;
32.2.6. manipulate, falsify, obscure, interfere with, or attempt to manipulate any Platform measurement, tracking, reporting, billing, payout, campaign delivery, impression count, click count, conversion count, traffic-quality signal, fraud signal, attribution data, payment data, payout data, account data, or compliance signal;
32.2.7. use the Services to send spam, unsolicited communications, deceptive messages, fraudulent traffic, unauthorized redirects, misleading notifications, fake system alerts, or other abusive, deceptive, or unlawful communications;
32.2.8. access or use another Member’s account, data, reports, campaigns, payment methods, payout methods, traffic sources, or materials without authorization;
32.2.9. impose or attempt to impose an unreasonable, excessive, or disproportionate load on Redtraffic’s systems, servers, bandwidth, infrastructure, APIs, support channels, payment systems, payout systems, or service providers;
32.2.10. alter, tamper with, forge, conceal, misrepresent, or manipulate any information, headers, identifiers, logs, tracking parameters, referral data, device data, IP data, location data, payment data, payout data, campaign data, traffic-source data, or other technical or business information connected to the Services.
32.3. Redtraffic may monitor, investigate, restrict, block, filter, rate-limit, suspend, terminate, or take any other technical, operational, legal, or enforcement action against any access, activity, traffic, account, campaign, traffic source, placement, payment, payout, or transaction that Redtraffic reasonably suspects may violate this Section, these Terms, the Guidelines, applicable law, payment-provider rules, or Redtraffic’s security, fraud-prevention, compliance, or risk-management policies.
32.4. Redtraffic may disclose relevant information and cooperate with hosting providers, cloud providers, ISPs, payment providers, banks, card networks, compliance partners, cybersecurity vendors, auditors, regulators, law enforcement authorities, courts, arbitration bodies, or other competent authorities in connection with suspected technical abuse, unauthorized access, fraud, cyberattacks, invalid traffic, payment fraud, prohibited content, or other unlawful or abusive activity.
32.5. Any violation of this Section constitutes a material breach of these Terms and may result in immediate account suspension or termination, campaign suspension, traffic-source rejection, payment holds, payout holds, withholding, set-off, deduction, retention or forfeiture of funds to the extent permitted by applicable law and payment-provider rules, and any other remedies available to Redtraffic.
33. MEMBER CONTENT; EXTERNAL PROPERTIES
33.1. Members are solely responsible for all content, materials, products, services, claims, advertisements, creatives, landing pages, Site Content, Ad Space, traffic sources, websites, applications, scripts, tags, pixels, redirects, checkout flows, subscription flows, data practices, user interactions, and business activities that they own, operate, control, submit, display, promote, route, monetize, or make available through or in connection with the Services.
33.2. Redtraffic does not own, operate, control, monitor, endorse, verify, or assume responsibility for any Seller website, Buyer landing page, Member website, application, external property, traffic source, Site Content, Advertisement, creative, product, service, claim, user interaction, transaction, communication, or business practice controlled by any Member or third party.
33.3. Members must ensure that all content, materials, websites, applications, landing pages, traffic sources, placements, redirects, scripts, tags, pixels, products, services, claims, and business practices they provide or control comply with these Terms, the Guidelines, the Prohibited Content and Conduct section, applicable law, payment-provider rules, privacy requirements, intellectual property rights, consumer protection rules, and industry standards.
33.4. Sellers acknowledge that Redtraffic has no control over Advertisements, creatives, landing pages, products, services, claims, or other materials submitted or controlled by Buyers. Sellers are solely responsible for evaluating whether such materials are lawful, compliant, acceptable, and appropriate for display, routing, or monetization on their websites, applications, placements, or traffic sources.
33.5. Buyers acknowledge that Redtraffic has no control over Seller websites, applications, Site Content, Ad Space, placements, traffic sources, user experience, privacy practices, or other Seller-controlled properties. Buyers are solely responsible for evaluating whether such properties are lawful, compliant, suitable, and acceptable before purchasing Ad Space or launching campaigns.
33.6. Redtraffic has no general obligation to monitor, review, screen, approve, verify, police, or remove Member content, external properties, Seller websites, Buyer landing pages, traffic sources, placements, scripts, tags, pixels, redirects, or other Member-controlled materials. Any review, rejection, suspension, restriction, removal, or other action taken by Redtraffic is voluntary, discretionary, and does not create any duty, obligation, liability, agency relationship, fiduciary duty, or assumption of responsibility.
33.7. Redtraffic may, at its sole discretion and without prior notice, review, reject, remove, block, restrict, suspend, or terminate any Advertisement, campaign, listing, traffic source, placement, website, landing page, script, tag, pixel, redirect, account, or other Member-controlled material where Redtraffic reasonably suspects or determines that it may violate these Terms, the Guidelines, applicable law, payment-provider rules, Redtraffic’s compliance policies, third-party rights, or Redtraffic’s business, legal, compliance, reputational, or risk-management interests.
33.8. Redtraffic may receive, review, forward, ignore, reject, or respond to complaints, notices, reports, or requests relating to Member content, external properties, Seller websites, Buyer landing pages, traffic sources, placements, Advertisements, or campaigns at its sole discretion. Any response or failure to respond by Redtraffic does not constitute a legal determination, admission, endorsement, assumption of liability, or waiver of rights.
33.9. Members shall indemnify, defend, and hold harmless Redtraffic from and against any claims, damages, losses, liabilities, penalties, fines, settlements, costs, and expenses arising from or related to any content, material, website, application, landing page, traffic source, placement, redirect, script, tag, pixel, product, service, claim, data practice, user interaction, transaction, or business activity owned, operated, controlled, submitted, displayed, promoted, routed, monetized, or made available by the Member or on the Member’s behalf.
33.10. Nothing in this Section limits Redtraffic’s rights or remedies under the Prohibited Content and Conduct, Seller Obligations, Buyer Representations and Warranties, Seller Representations and Warranties, Disclaimer, Data Protection, Compliance with Laws, Breach; Enforcement, Indemnity, or Limitation of Liability sections.
34. SEVERABILITY
34.1. If any provision of these Terms, the Guidelines, or any policy or document incorporated by reference is held to be invalid, illegal, void, voidable, or unenforceable by a court, arbitrator, regulator, or other competent authority, that provision shall be interpreted, modified, limited, or reformed to the minimum extent necessary to make it valid, lawful, and enforceable while preserving, as closely as possible, the original intent and commercial purpose of the provision.
34.2. If any provision cannot be interpreted, modified, limited, or reformed in a valid and enforceable manner, that provision shall be severed from these Terms only to the extent of such invalidity, illegality, or unenforceability. The remaining provisions shall remain in full force and effect.
34.3. Any invalidity, illegality, or unenforceability of a provision in one jurisdiction shall not affect the validity, legality, or enforceability of that provision or any other provision in any other jurisdiction.
34.4. The parties agree that any court, arbitrator, regulator, or other competent authority reviewing these Terms should give effect to the parties’ intent to the maximum extent permitted by applicable law.
35. ASSIGNMENT
35.1. Redtraffic may assign, transfer, delegate, subcontract, novate, or otherwise dispose of any or all of its rights, obligations, interests, claims, accounts, contracts, data, records, receivables, payment rights, payout obligations, platform operations, or business functions under or in connection with these Terms, in whole or in part, at any time and without prior notice or consent.
35.2. Without limitation, Redtraffic may make such assignment, transfer, delegation, subcontracting, novation, or disposition to any affiliate, parent, subsidiary, related entity, successor, acquirer, purchaser of assets, purchaser of equity, merger partner, reorganized entity, payment provider, service provider, platform operator, brand owner, domain operator, or other third party in connection with a merger, acquisition, sale, restructuring, reorganization, financing, corporate transaction, asset transfer, business transfer, platform migration, payment migration, operational change, or other legitimate business purpose.
35.3. Any assignment, transfer, delegation, subcontracting, novation, or disposition by Redtraffic shall not relieve any Member of its obligations under these Terms, including payment obligations, repayment obligations, tax obligations, compliance obligations, indemnity obligations, refund obligations, chargeback obligations, confidentiality obligations, and obligations relating to fraud, invalid traffic, prohibited content, or breach.
35.4. Members may not assign, transfer, delegate, sublicense, sell, share, pledge, encumber, or otherwise dispose of any account, rights, obligations, balances, Earnings, campaigns, listings, payment rights, payout rights, claims, or interests under or in connection with these Terms without Redtraffic’s prior written consent.
35.5. Any attempted assignment, transfer, delegation, sublicense, sale, sharing, pledge, encumbrance, or disposition by a Member without Redtraffic’s prior written consent shall be null, void, and of no legal effect.
35.6. These Terms shall bind and benefit the parties and their permitted successors and assigns.
36. DATA PROTECTION; PRIVACY; TRACKING
36.1. Each Member is solely responsible for complying with all applicable privacy, data protection, cybersecurity, electronic communications, cookie, tracking, advertising, profiling, targeting, marketing, breach notification, and consumer privacy laws and regulations that apply to its use of the Services, websites, applications, traffic sources, Advertisements, landing pages, pixels, tags, cookies, SDKs, tracking technologies, data practices, and business operations.
36.2. Such laws and regulations may include, where applicable, the General Data Protection Regulation (GDPR), the ePrivacy Directive, the UK GDPR, the California Consumer Privacy Act as amended by the California Privacy Rights Act (CCPA/CPRA), U.S. federal and state privacy and data security laws, consumer protection laws, breach notification laws, and any other applicable national, state, local, or international privacy, data protection, data security, marketing, or electronic communications laws.
36.3. Each Member must maintain and prominently display a clear, complete, accurate, and legally compliant privacy policy on its website(s), application(s), landing page(s), and any other digital property used in connection with the Services. Such privacy policy must describe, as applicable, the Member’s collection, use, disclosure, sale, sharing, storage, retention, transfer, protection, and processing of personal data, including IP addresses, device identifiers, cookies, pixels, advertising identifiers, location data, browsing data, conversion data, and other tracking or analytics data.
36.4. Each Member is solely responsible for providing all legally required notices, disclosures, consent mechanisms, opt-in mechanisms, opt-out mechanisms, cookie banners, preference controls, “Do Not Sell or Share” links, Global Privacy Control handling, unsubscribe mechanisms, and other user rights mechanisms required by applicable law.
36.5. Sellers must clearly disclose that third-party advertisers, advertising networks, analytics providers, measurement providers, and other third parties may place or read cookies, pixels, tags, or other tracking technologies on users’ browsers or devices when users access the Seller’s website(s), application(s), or other digital properties. Sellers must obtain any legally required consent for such technologies before allowing them to operate.
36.6. Buyers must ensure that their Advertisements, landing pages, tracking pixels, conversion tags, forms, checkout flows, subscription flows, lead-generation flows, remarketing practices, profiling practices, and data collection practices comply with applicable privacy, data protection, consumer protection, marketing, and electronic communications laws.
36.7. Members must not collect, process, use, disclose, sell, share, transfer, or otherwise make available any personal data through or in connection with the Services unless they have a valid legal basis, all required notices have been provided, all required consents have been obtained, and all required opt-out rights and user rights mechanisms have been made available.
36.8. Members must implement and maintain appropriate technical, organizational, administrative, and security measures designed to protect personal data against unauthorized access, acquisition, disclosure, alteration, loss, misuse, destruction, or unlawful processing.
36.9. Members must not use the Services to collect, process, transmit, or disclose sensitive personal data, children’s data, precise geolocation data, financial account data, health data, biometric data, government identification data, or other regulated data unless such collection, processing, transmission, or disclosure is lawful, properly disclosed, properly consented to where required, and expressly permitted by the Guidelines and Redtraffic’s compliance policies.
36.10. Redtraffic does not control and is not responsible for the privacy policies, cookie notices, consent mechanisms, data practices, tracking practices, security practices, or legal compliance of any Buyer, Seller, Member, advertiser, publisher, website, application, landing page, traffic source, or third party.
36.11. Redtraffic may require a Member to provide copies of its privacy policy, cookie notice, consent language, opt-out mechanisms, data processing documentation, records of consent, traffic-source documentation, or other privacy compliance materials. Failure to provide adequate documentation may result in campaign rejection, traffic-source rejection, account suspension, payout hold, payment hold, refund delay, termination, or other action permitted under these Terms.
36.12. Members must promptly notify Redtraffic of any actual or suspected unauthorized access, data breach, security incident, unlawful data processing, regulatory inquiry, user complaint, or third-party claim that relates to the Services, Redtraffic, any Redtraffic technology, any Advertisement, any traffic source, any campaign, or any data collected, processed, or transmitted in connection with the Services.
36.13. Members must reasonably cooperate with Redtraffic in responding to privacy requests, regulatory inquiries, audits, investigations, complaints, security incidents, data subject requests, consumer requests, deletion requests, access requests, opt-out requests, and other privacy or data protection matters relating to the Services.
36.14. If a separate data processing agreement, controller-to-controller agreement, data sharing agreement, standard contractual clauses, or similar privacy agreement is required by applicable law or requested by Redtraffic, the Member agrees to enter into such agreement or complete such process as a condition of continued access to the Services.
36.15. Each Member shall indemnify, defend, and hold harmless Redtraffic from and against any claims, damages, losses, penalties, fines, settlements, costs, and expenses arising from or related to the Member’s privacy policies, cookie notices, consent mechanisms, data practices, tracking practices, security practices, breach notification obligations, or violation of applicable privacy, data protection, cybersecurity, marketing, or electronic communications laws.
36.16. Nothing in this Section limits any rights or remedies available to Redtraffic under these Terms, the Guidelines, applicable law, payment-provider rules, or equity.
37. WAIVER
37.1. No failure, delay, omission, or partial exercise by Redtraffic in exercising, enforcing, or insisting on strict compliance with any right, remedy, power, privilege, claim, or provision under these Terms, the Guidelines, any policy, any separate agreement, applicable law, payment-provider rules, or equity shall operate as a waiver, limitation, release, modification, or relinquishment of that or any other right, remedy, power, privilege, claim, or provision.
37.2. Any single or partial exercise of any right, remedy, power, privilege, or claim by Redtraffic shall not prevent any further or future exercise of that right, remedy, power, privilege, or claim, or the exercise of any other right, remedy, power, privilege, or claim.
37.3. No waiver by Redtraffic shall be valid unless it is expressly made in writing and signed or otherwise expressly approved by an authorized representative of Redtraffic. Any waiver granted by Redtraffic shall be limited to the specific matter, Member, breach, obligation, or circumstance expressly identified in the written waiver.
37.4. A waiver of any breach, default, delay, obligation, or non-compliance shall not constitute a waiver of any other breach, default, delay, obligation, or non-compliance, whether similar or different, and shall not constitute a continuing waiver.
37.5. Redtraffic’s acceptance of any payment, processing of any payout, continuation of Services, delay in enforcement, partial enforcement, communication with a Member, review of a complaint, or attempt to resolve a dispute shall not constitute a waiver of any rights or remedies available to Redtraffic.
38. RELATIONSHIP BETWEEN YOU AND REDTRAFFIC
38.1. Nothing in these Terms, the Guidelines, any policy, any account relationship, any transaction, any payment, any payout, any campaign, or any use of the Services shall be construed as creating any agency, partnership, joint venture, employment, contractor, franchise, fiduciary, trust, escrow, brokerage, representative, publisher, advertiser, reseller, auctioneer, payment trustee, custodial, or special relationship between any Member and Redtraffic.
38.2. Each Member acts as an independent party and is solely responsible for its own business, content, campaigns, traffic sources, payments, payouts, taxes, legal obligations, compliance obligations, employees, contractors, agents, representatives, affiliates, and third-party relationships.
38.3. No Member has authority to bind Redtraffic, act on behalf of Redtraffic, make representations for Redtraffic, incur obligations for Redtraffic, or create any liability for Redtraffic. Redtraffic has no authority to bind any Member except as expressly provided in these Terms or a separate written agreement signed by Redtraffic.
38.4. Redtraffic does not owe any fiduciary, trustee, custodial, escrow, broker, agent, advisory, or special duty to any Member. Redtraffic’s role is limited to providing access to an advertising technology platform and related Services, subject to these Terms.
38.5. Redtraffic is not a party to any advertising agreement, insertion order, campaign arrangement, placement arrangement, transaction, communication, representation, warranty, dispute, or contractual relationship between Buyers and Sellers, unless Redtraffic expressly enters into a separate written agreement as a named party.
38.6. Nothing in these Terms prevents Redtraffic from acting in its own business, legal, compliance, payment-provider, tax, fraud-prevention, risk-management, or operational interests, including where such interests differ from or conflict with the interests of any Member.
38.7. This Section shall survive termination, suspension, account closure, final payout, final refund, and the end of the relationship between you and Redtraffic.
39. NOTICES
39.1. Redtraffic may provide notices, updates, disclosures, requests, warnings, policy updates, invoices, payout statements, tax documents, refund communications, compliance requests, suspension notices, termination notices, amendment notices, and other communications under or in connection with these Terms by email, Platform notification, account dashboard, Website posting, support message, live chat, or any other electronic means Redtraffic considers appropriate.
39.2. Notices and communications from Redtraffic shall be deemed received and effective when sent, posted, displayed, or otherwise made available, unless applicable mandatory law requires a different effective date.
39.3. Members are responsible for maintaining accurate, current, and accessible contact information in their accounts, including email address, billing information, payout information, legal name, company details, tax information, and contact person information. Redtraffic is not responsible for missed, delayed, blocked, filtered, undelivered, or unread notices caused by inaccurate contact information, email filtering, spam settings, account inactivity, technical issues, or a Member’s failure to monitor its account or email.
39.4. Members must send notices to Redtraffic by email at help@redtraffic.com, unless Redtraffic specifies another notice method for a particular matter. Notices from Members are deemed received only when actually received by Redtraffic.
39.5. Redtraffic may take immediate action without prior notice where Redtraffic reasonably suspects or determines fraud, invalid traffic, prohibited content, unlawful activity, sanctions/AML risk, payment-provider risk, security risk, chargeback exposure, regulatory risk, breach of these Terms, breach of the Guidelines, or any other risk requiring immediate action.
39.6. Use of a Member’s username, password, account credentials, two-factor authentication, API credentials, or other access credentials to access the Platform, submit campaigns, approve transactions, communicate with Redtraffic, accept Terms, make deposits, request payouts, or perform any account activity constitutes the Member’s electronic signature and authorization to the maximum extent permitted by applicable law.
39.7. Each Member consents to electronic contracting, electronic records, electronic signatures, and electronic communications in connection with the Services. To the extent permitted by applicable law, Members waive any requirement for physical signatures, paper records, physical delivery, or non-electronic retention.
40. SURVIVAL
40.1. Any provision of these Terms that by its nature, purpose, or wording should survive termination, suspension, account closure, final payout, final refund, or the end of the relationship between you and Redtraffic shall survive.
40.2. Without limitation, the following provisions shall survive: definitions; ownership and intellectual property rights; licenses granted to Redtraffic for operational, compliance, dispute, and enforcement purposes; payment obligations; repayment obligations; refund obligations; chargeback obligations; payout adjustment rights; tax obligations; record-retention rights; verification obligations; compliance obligations; sanctions/AML obligations; data protection obligations; confidentiality-related obligations, if any; disclaimers; limitation of liability; indemnity; breach and enforcement rights; set-off rights; withholding rights; dispute-resolution provisions; arbitration; class action waiver; jury waiver; governing law; jurisdiction; notices; severability; assignment; waiver; amendments; entire agreement; and any other accrued rights or remedies.
40.3. Termination, suspension, account closure, final payout, final refund, or discontinuation of Services does not affect any rights, obligations, liabilities, claims, or remedies that accrued before or after such action, including obligations relating to fraud, invalid traffic, prohibited content, chargebacks, refunds, payment reversals, overpayments, taxes, compliance issues, regulatory inquiries, or indemnification.
40.4. Redtraffic may continue to retain, process, disclose, and use account data, payment data, payout data, tax data, traffic data, campaign data, compliance records, communications, and related materials after termination, suspension, account closure, final payout, or final refund where Redtraffic reasonably considers it necessary for legal, regulatory, tax, accounting, audit, fraud-prevention, chargeback, payment-provider, dispute-resolution, security, or legitimate business purposes.
41. AMENDMENTS; UPDATES TO TERMS
41.1. Redtraffic may amend, update, modify, replace, or supplement these Terms, the Guidelines, policies, rules, technical requirements, payment rules, payout rules, refund rules, traffic-quality rules, and any other documents incorporated by reference at any time, in whole or in part.
41.2. Updated Terms or policies may be posted on the Website, made available through the Platform, sent by email, displayed in the account interface, or otherwise communicated electronically. Unless a later effective date is stated, updates become effective when posted, displayed, sent, or otherwise made available.
41.3. For material changes, Redtraffic will use commercially reasonable efforts to provide notice through the Website, Platform, email, or another electronic method. Redtraffic may implement changes immediately where required or advisable for legal, tax, regulatory, payment-provider, card-network, sanctions/AML, fraud-prevention, security, technical, operational, or risk-management reasons.
41.4. Continued access to or use of the Website, Platform, Services, account, campaigns, traffic sources, payment methods, payout methods, or any related feature after updated Terms or policies become effective constitutes acceptance of the updated Terms or policies.
41.5. If a Member does not agree to updated Terms or policies, the Member must stop using the Services and may request account closure, subject to these Terms, including payment obligations, payout obligations, refund rules, chargeback obligations, tax obligations, verification requirements, compliance holds, and any other surviving obligations.
41.6. Redtraffic is not required to continue offering any prior version of the Terms, Guidelines, policies, features, payment methods, payout methods, pricing, fees, technical requirements, or Services after an update becomes effective.
41.7. No amendment or modification proposed by a Member shall be valid unless expressly agreed in a written agreement signed by an authorized representative of Redtraffic.
42. ENTIRE AGREEMENT
42.1. These Terms, together with the Privacy Policy, Guidelines, policies, rules, help pages, FAQs, technical requirements, payment rules, payout rules, refund rules, traffic-quality rules, and any other documents or instructions incorporated by reference or made applicable through the Website, Platform, account interface, email, support channel, invoice, order, insertion order, or separate written agreement, constitute the entire agreement between you and Redtraffic regarding the Services, unless a separate written agreement signed by Redtraffic expressly states otherwise.
42.2. These Terms supersede and replace all prior and contemporaneous agreements, representations, warranties, proposals, negotiations, understandings, communications, promises, statements, marketing materials, support messages, website materials, and discussions, whether written or oral, relating to the subject matter of these Terms, except for any separate written agreement signed by Redtraffic that expressly overrides these Terms.
42.3. You acknowledge and agree that you have not relied on any statement, representation, warranty, promise, assurance, estimate, forecast, projection, traffic expectation, revenue expectation, performance expectation, payout expectation, refund expectation, legal statement, tax statement, compliance statement, or other communication not expressly included in these Terms or a separate written agreement signed by Redtraffic.
42.4. In the event of a conflict between these Terms and the Guidelines or other incorporated policies, Redtraffic may determine the applicable interpretation in good faith, except where a separate written agreement signed by Redtraffic expressly states that it controls over these Terms.
42.5. Headings, section titles, formatting, numbering, and summaries are for convenience only and do not affect the interpretation of these Terms.
43. GOVERNING LAW, JURISDICTION, AND ARBITRATION
43.1. These Terms, the Services, and any dispute, claim, controversy, or non-contractual obligation arising out of or relating to these Terms, the Website, the Platform, the Services, any account, campaign, payment, payout, refund, transaction, communication, or relationship between you and Redtraffic shall be governed by and construed in accordance with the laws of the State of Colorado, United States of America, without regard to conflict-of-law principles. The Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq., governs the interpretation and enforceability of the arbitration agreement in this Section.
43.2. Except for matters subject to arbitration, and except where applicable mandatory law provides otherwise, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Colorado, United States of America, including courts located in or having jurisdiction over Broomfield County, Colorado, for any dispute, claim, controversy, request for injunctive relief, enforcement action, or proceeding arising out of or relating to these Terms or the Services. Each party irrevocably consents to such jurisdiction and venue and waives any objection based on inconvenient forum, lack of personal jurisdiction, or improper venue.
43.3. Either party may seek temporary, preliminary, or permanent injunctive relief, specific performance, equitable relief, or other court relief in any court of competent jurisdiction where necessary to protect intellectual property, confidential information, security, data, payment systems, compliance controls, accounts, funds, Platform integrity, or to prevent fraud, invalid traffic, prohibited content, unlawful activity, unauthorized access, technical abuse, or irreparable harm.
43.4. To the fullest extent permitted by applicable law, any dispute, claim, or controversy arising out of or relating to these Terms, the Website, the Platform, the Services, any account, campaign, payment, payout, refund, transaction, communication, or relationship between you and Redtraffic shall be resolved by final and binding individual arbitration administered by the American Arbitration Association (“AAA”).
43.5. For business-to-business disputes, the AAA Commercial Arbitration Rules shall apply. If a claimant qualifies as a consumer under the AAA’s applicable rules and mandatory law requires consumer procedures, the AAA Consumer Arbitration Rules shall apply.
43.6. The arbitration shall be conducted in English. Unless the parties agree otherwise in writing, the seat and place of arbitration shall be Colorado, United States of America. The arbitration shall be conducted by one arbitrator, unless the applicable AAA rules require otherwise.
43.7. The arbitrator shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, formation, validity, scope, or enforceability of this arbitration agreement, including any claim that all or any part of this arbitration agreement or these Terms is void or voidable, except that the enforceability of the class action waiver, collective action waiver, representative action waiver, and jury trial waiver shall be decided by a court of competent jurisdiction.
43.8. All disputes must be resolved on an individual basis. To the fullest extent permitted by applicable law, no class, collective, consolidated, mass, private attorney general, or representative action or arbitration is permitted, and no arbitration may be joined or consolidated with another arbitration except as expressly required by applicable mandatory law or the applicable AAA mass arbitration procedures.
43.9. You and Redtraffic waive any right to a jury trial and waive any right to participate in a class action, collective action, consolidated action, representative action, private attorney general action, or class-wide arbitration in any forum, to the fullest extent permitted by applicable law.
43.10. Either party may elect to pursue an individual claim in a small claims court of competent jurisdiction if the claim is within that court’s jurisdictional and monetary limits and proceeds only on an individual, non-class, non-representative basis.
43.11. For claims by individuals that are subject to the AAA Consumer Arbitration Rules, arbitration fees shall be allocated as required by the applicable AAA rules and applicable mandatory law. For business-to-business disputes, arbitration fees, administrative fees, and arbitrator compensation shall be allocated under the applicable AAA rules, unless the arbitrator determines otherwise in the final award.
43.12. If twenty-five (25) or more substantially similar arbitration demands are filed by or against Redtraffic by or with the assistance of the same or coordinated counsel, organizations, representatives, or groups, the arbitrations shall proceed under the AAA’s applicable mass arbitration procedures, including any batching, bellwether, staged, or administrative procedures available under those rules.
43.13. The arbitration proceedings, filings, evidence, discovery materials, testimony, communications, and award shall be confidential, except to the extent disclosure is necessary to enforce or challenge an award, comply with law, respond to a governmental, regulatory, payment-provider, tax, or law-enforcement request, report to auditors, legal advisors, tax advisors, insurers, or compliance partners, or protect a party’s rights.
43.14. The arbitrator may award any individual relief available under applicable law, subject to the limitations, exclusions, disclaimers, and remedies stated in these Terms. The arbitrator may not award relief for or against any person who is not a party to the arbitration.
43.15. Judgment on any arbitration award may be entered in any court of competent jurisdiction.
43.16. If any part of this Section is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by applicable law. If the class action waiver, collective action waiver, or representative action waiver is held invalid or unenforceable as to a particular claim, then only that claim shall proceed in court, and all other claims shall remain subject to arbitration to the maximum extent permitted by law.
43.17. This Section shall survive termination, suspension, account closure, final payout, final refund, and the end of the relationship between you and Redtraffic.
