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 the Seller agrees to lease its Ad Space to the Buyer in accordance with the terms and conditions of the Seller’s listing.
1.6. “Earnings” means any amount accrued to the Seller for Ad Space sold via the Platform, net of any applicable taxes, transaction processing fees, or deductions expressly provided under these Terms.
1.7. “Guidelines” means the Advertising Guidelines and/or the Publishing Guidelines published on the Website of the Media Company:.
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. 1.9. “Media Company” or “Redtraffic” means XXX 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 Address of LLC, Broomfield, CO 80023, United States, which provides the Services described herein under the brand “Redtraffic”. The “Redtraffic” brand is a trademark of REDTRAFFICMEDIA LLC, which authorizes XXX LLC to operate under and provide services using this brand.
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.
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 provides an online platform designed to facilitate interactions between Buyers and Sellers for Ad Space. We do not operate as an auctioneer, broker, or agent for any party, nor are we directly involved in the execution of transactions between Buyers and Sellers. Our role is strictly limited to providing a technology-driven marketplace that enables Buyers and Sellers to negotiate and complete transactions using either a bid-based model or a flat-price model.
2.2. You acknowledge that Redtraffic does not own, sell, resell, control, or guarantee any Ad Space, nor do we verify, endorse, or assume responsibility for the quality, legality, accuracy, or suitability of any Ad Space or transaction conducted through the Platform. All transactions and interactions between Buyers and Sellers are conducted at their own risk and discretion.
2.3. Redtraffic shall not be liable for any disputes, claims, losses, liabilities, damages, or expenses arising from or related to transactions conducted between Buyers and Sellers. It is the sole responsibility of Buyers and Sellers to ensure their compliance with applicable laws, regulations, and contractual obligations.
3. MINORS
3.1. Our services are strictly prohibited for individuals under the age of majority (either 18 or other legal age of majority based on Your jurisdiction). By accessing or using Our Website, You confirm that you have reached the legal age of majority.
3.2. If you are underage, You must not register, use Our services or provide any personal information. We are not obliged to and We do not verify whether You are eligible to access Our Website and/or use Our services and therefore, We bear no responsibility for Your use of Our services.
3.3. We reserve the right to request age verification at any time at our sole discretion and to terminate or suspend any account found to be in violation of this clause without prior notice.
4. MEMBERSHIP
4.1. You may only create listings for Ad Space, bid on, or purchase Ad Space if you are a registered Member of Redtraffic.
4.2. Membership is free of charge and can be applied for at any time. Your membership is strictly personal and non- transferable under any circumstances. You are solely responsible for all activity conducted through your account.
4.3. You consent to the use of electronic communication for entering into contracts, placing orders, and maintaining records. You also agree to receive notices, policies, and transaction records electronically through Our Platform. To the extent permitted by applicable mandatory law, you waive any rights or legal requirements in any jurisdiction that mandate original (non-electronic) signatures, physical document delivery, or retention of non-electronic records.
4.4. By applying for membership, You represent and warrant that you have the legal capacity to enter into legally binding contracts in accordance with applicable laws.
4.5. All information provided to Redtraffic, whether at the time of registration or thereafter, must be truthful, complete, accurate, and up to date. We may, at our sole discretion, through any means, request any documentation and/or information we deem necessary to check the accuracy of the information provided. Any omissions, inaccuracies, or misrepresentations may result in suspension or termination of your account at Redtraffic' sole discretion without prior notice and without refund.
4.6. We may terminate your account at Our sole discretion, at any time and without prior notice, if deemed necessary for any reason, including but not limited to violations of these Terms and Conditions, suspected fraudulent activity, or other actions contrary to Redtraffic’s policies and interests.
5. YOUR CREDENTIALS
5.1. It is Your responsibility to maintain confidentiality and security of Your username and password. You must not share, disclose or allow any other person to use Your credentials and/or account. You assume full responsibility for all transactions, communications, agreements, and actions carried out under Your account, whether authorized by You or not.
5.2. If You suspect or become aware of any unauthorized use of Your account, You must notify Us immediately. Failure to do so may result in liability for unauthorized transactions.
5.3. We strongly recommend that You update Your password regularly and use strong authentication measures. We will never ask You to disclose Your password and You must not respond to any such request, even if made by someone claiming to be Redtraffic’s representative. Any such incidents should be reported to Us immediately.
6. BUYERS’ OBLIGATIONS
6.1. Redtraffic does not allow the retraction of bids. If you win an auction, buy out, or if Your offer to purchase is accepted by a Seller, you have agreed to enter into a legally binding contract with the Seller.
6.2. As a Buyer, you must complete each and every transaction you enter into with a Seller unless the transaction is prohibited by law or violates the Guidelines.
6.3. By purchasing Ad Space, You acknowledge and agree to be bound by the conditions of sale set forth in the listing description, except where such conditions of sale are prohibited by law or the Guidelines.
6.4. If you do not fulfill a transaction or fail to comply with its conditions of sale you may become liable to the Seller and Redtraffic. Without prejudice to any other rights the Seller may leave comments for that transaction and/or initiate court proceedings against You. We, at our sole discretion, may suspend or terminate Your account without prior notice or refund, and forfeiture of funds held in your account to cover potential damages or unpaid amounts owed to Redtraffic.
6.5. By submitting an Advertisement to a Seller, the Buyer represents and warrants that:
6.5.1. it is the legal owner of all content, copyright, and intellectual property within the Advertisement;
6.5.2. it grants the Seller and Redtraffic a perpetual, non-exclusive, irrevocable, royalty-free, and transferable worldwide license to use, store, display, distribute, modify and incorporate the Advertisement into other works in any form, media, or technology now known or developed in the future solely for the purpose of fulfilling the advertising contract.
6.5.3. it permits users of the Seller to access, display, view, and store the Advertisement content. The Buyer shall retain all intellectual property rights in its Advertisement.
6.6. The Buyer acknowledges and agrees that the Seller may retain and disclose Advertisement content if required to comply with legal obligations and/or enforce these Terms and Conditions and/or respond to claims regarding potential intellectual property infringement and/or protect the rights, property or safety of Redtraffic, the Sellers, or the public.
6.7. It is solely the Buyer’s responsibility to ensure the suitability and appropriateness of the Site Content and the quality of Ad Space and ensure that these meet its expectations, needs and compliance requirements.
6.8. Redtraffic does not guarantee the suitability, visibility or performance of any Ad Space. It does not pre-screen, approve, monitor or verify and is not responsible for screening, monitoring or verifying any material or communications posted by Sellers on their websites or the Redtraffic Website.
6.9. We do not in any way make any warranties or representations regarding the results which the Buyer may or may not gain from buying the Ad Space. Buyers acknowledge that advertising results are not guaranteed, and Redtraffic shall not be held liable for any loss of revenue, traffic, or expected business outcomes. Redtraffic expressly disclaims all liability for any direct, indirect, incidental, or consequential damages arising from ad placement, as well as any actions or inactions of Sellers, including fraudulent or misleading advertising practices.
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, and permissions to use and display the Advertisement content.
7.2. The content of its Advertisement(s):
- is not unlawful and does not infringe on the rights of any person, including but not limited to copyrights, trademarks, patents, or privacy rights;
- will not contain, depict or promote child pornography and/or bestiality in any form;
- will not violate any applicable laws, statutes, ordinances, or regulations, or promote illegal activities;
- will not involve unfair, fraudulent, deceptive, or misleading business practices, including but not limited to malware, viruses, phishing or unfair competition under applicable national or international laws;
- will not include any tech support iframes, external JavaScript, browser blockers, or any unauthorized computer programs, files, data streams, or other materials that unlawfully intrude on a consumer’s privacy or device integrity;
- will not violate 18 U.S.C. § 2257 and § 2257A and any related regulations governing the record-keeping and labeling requirements for sexually explicit content;
- will not incite violence, discrimination, hate speech or any form of defamation.
7.3. The Advertisement provided must:
7.3.1. use sound and exit pop-ups in accordance with Media Company’s Guidelines available at and any applicable Buyer’s guidelines;
7.3.2. not copy or reproduce the Media Company’s site design, layout or branding elements;
7.3.3. not violate the Privacy Policy () and Terms and Conditions () of the Media Company;
7.4. The Advertisement remains the exclusive property of the Buyer and the Media Company does not claim ownership rights, except for a limited, non-exclusive and revocable right to use the Advertisement for marketing and promotional purposes;
7.5. Buyer has obtained all necessary permissions, licenses or releases to lawfully display and publish the Advertisement;
7.6. Any website linked to the Buyer’s Advertisement(s) as well as any advertised product or services, must comply with all applicable laws and regulations.
7.7. The Advertisement(s) and linked website(s):
7.7.1. do not infringe upon any legal rights of third persons;
7.7.2. are not false, misleading defamatory, obscene or hateful;
7.7.3. do not promote, facilitate or encourage any unlawful or fraudulent activities
7.8. Redtraffic reserves the absolute right to suspend or terminate the Buyer’s account without notice and withhold any funds in the Buyer’s account as a penalty if the Buyer is found in breach of the above warranties. Redtraffic may pursue legal action against the Buyer to recover damages caused by such violations.
7.9. Buyer warrants that any creatives, landing pages, or advertising materials provided comply with all applicable laws, including 18 U.S.C. §2257/2257A record-keeping and labeling requirements.
8. OBLIGATIONS OF SELLERS
8.1. As soon as an offer is accepted by a Buyer it is deemed that you, as a Seller, enter into a legally binding contract with the Buyer. You must complete each and every transaction with a Buyer and fulfill all related obligations towards the Buyer unless the transaction is prohibited by law or contravenes the Guidelines.
8.2. By listing and selling Ad Space, You agree to be bound by the conditions of sale stated in your listing, unless those conditions are prohibited by law or the Guidelines.
8.3. Failure to fulfill a transaction may result in legal liability to both the Buyer and Redtraffic, account suspension or termination at Redtraffic’s sole discretion without notice or refund, and forfeiture of funds held in your account to cover potential damages or unpaid amounts owed to Redtraffic. Additionally, the Buyer may leave comments for that transaction and/or issue court proceedings against you. Redtraffic reserves the absolute right to charge penalties, recover outstanding amounts, or blacklist non-compliant Sellers from future transactions.
8.4. Redtraffic does not verify, endorse, or assume responsibility for any content or material posted by the Seller on its website or on the Redtraffic platform. Redtraffic does not make any warranties or representations regarding the performance, visibility, or effectiveness of the Ad Space. The Seller assumes all risk and responsibility for the quality, accuracy, and legality of the Ad Space being offered.
9. SELLERS’ REPRESENTATIONS AND WARRANTIES
9.1. The Seller represents and warrants that:
· It is fully authorized to sell the Ad Space and has all necessary rights, licenses, and permissions to do so;
· It has obtained all required consents, approvals, or releases, if necessary, for selling the Ad Space;
· It operates in compliance with all applicable laws, regulations, and industry standards and does not infringe upon the rights of any third party, including but not limited to intellectual property, privacy, and consumer protection laws;
· It does not engage in any false, misleading, deceptive, defamatory, hateful, obscene, or otherwise unlawful conduct.
9.2. The Seller further warrants that the traffic provided:
· Will not violate any applicable laws, statutes, ordinances, or regulations, nor promote or facilitate illegal activities;
· Will not contain or be associated with any content involving child sexual abuse material (CSAM), (in particular child pornography), bestiality, or any other illegal or explicitly harmful content;
· Will not engage in any deceptive, fraudulent, or misleading business practices, including but not limited to the distribution of malware, viruses, or any other harmful software;
· Will not involve any unauthorized data collection, tracking, or intrusion into consumer privacy, including the use of unauthorized cookies, spyware, or similar technologies;
· Will not violate 18 U.S.C. § 2257 and § 2257A and any related regulations governing the record-keeping and labeling requirements for sexually explicit content;
· Will adhere to Redtraffic's official Guidelines, Privacy Policy, and Terms and Conditions, as published on, and will not utilize unauthorized placements, such as tech support iframes, external JavaScript, or other prohibited means, as specified at;
· Will not, under any circumstances, authorize or encourage any third party to directly or indirectly generate impressions, click-throughs, conversions, or other payable actions through deceptive, automated, or otherwise invalid means, including but not limited to repeated manual clicks, bots, artificial traffic generation tools, or other fraudulent tactics.
9.3. In the event of a breach of any of the above warranties, Redtraffic reserves the right, at its sole discretion, to:
· Withhold, suspend, or forfeit any unpaid earnings or balances in the Seller’s account as liquidated damages, without prejudice to further legal claims or liabilities.
· Immediately suspend or terminate the Seller’s account, with or without prior notice.
· Take any necessary legal action, including but not limited to seeking damages, penalties, or injunctive relief to protect its business and partners.
9.4. The Seller acknowledges that compliance with these warranties is an essential condition of its contractual relationship with Redtraffic, and failure to comply may result in severe financial and legal consequences.
9.5. Seller acknowledges that Redtraffic is not a producer of any visual depictions of sexually explicit conduct as defined in 18 U.S.C. §2257/2257A. Seller is solely responsible for full compliance with all record-keeping and labeling obligations, including maintaining a Custodian of Records and conspicuously posting a compliant 2257 Statement.
10. DISCLAIMER
10.1. We do not and cannot make any representation, warranty, or guarantee regarding the accuracy, reliability, completeness, legality, or suitability of any information or content accessible on or through our website, including but not limited to information contained in Sellers’ listings. We do not control or verify any information, content, or representations provided by Members, and therefore, expressly disclaims any and all liability arising from such information or content.
10.2. We act solely as an intermediary platform facilitating transactions between Buyers and Sellers. Redtraffic is not a party to any transaction between Buyers and Sellers and has no control or responsibility over:
· The suitability, quality, effectiveness, safety, legality, or compliance of Ad Space sold by Sellers.
· The truthfulness, accuracy, or completeness of Sellers’ listings or Buyers’ advertisements.
· The ability of Sellers to sell Ad Space or the ability of Buyers to purchase Ad Space as advertised.
· Any claims, representations, or guarantees made by Buyers or Sellers regarding the performance or expected results of Ad Space purchased.
10.3. Buyers assume full responsibility for verifying the suitability, quality, and compliance of the Ad Space they intend to purchase, as well as for assessing the truthfulness and accuracy of the Seller’s listing.
10.4. We do not and cannot confirm or guarantee the identity, background, or business legitimacy of any Buyer or Seller. Any communication, notification, or notice sent by Redtraffic regarding a transaction does not constitute endorsement, approval, or validation of that transaction. Redtraffic does not assume liability for any misleading, fraudulent, or inaccurate information provided by Buyers, Sellers, or third parties.
10.5. You acknowledge that Redtraffic provides a marketplace for advertising transactions, and all transactions conducted through the platform are final and non-refundable once the traffic and/or Ad Space has been delivered. You expressly waive any rights to dispute or claim refunds for transactions completed through the Platform, including but not limited to disputes based on performance, revenue expectations, or traffic quality.
10.6. To the fullest extent permitted by law, Redtraffic provides its website and services “as is” and “as available” without any express or implied warranties, including but not limited to:
· No warranties of merchantability, fitness for a particular purpose, title, or non-infringement.
· No guarantees that use of the service will be uninterrupted, secure, or error-free.
· No liability for any loss, damages, or business impact resulting from the use or inability to use the platform.
10.7. Redtraffic does not make and expressly excludes any and all warranties to the fullest extent permitted by law that using this service and the website will not result in the infringement of third-party rights, including but not limited to intellectual property rights.
10.8. Redtraffic does not guarantee that the services provided will result in increased traffic, revenue, visibility, or any other commercial benefit for Buyers or Sellers.
10.9. To the maximum extent permitted by law, Redtraffic shall not be liable for any direct, indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, data, revenue, business opportunities, or reputational harm arising out of or related to:
· The use or inability to use the Redtraffic platform.
· The accuracy, legality, or suitability of any content posted by Buyers or Sellers.
· Any disputes, claims, or transactions between Buyers and Sellers.
· Any third-party actions, fraud, or unauthorized account access.
10.10. If any warranty cannot be excluded by law, Redtraffic’s liability is strictly limited, at its discretion, to resupplying the service or crediting the cost of the service to you.
10.11. No 18 U.S.C. §2257/2257A Producer Role
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. Accordingly, Redtraffic is neither a “primary” nor a “secondary” producer of such content and has no obligations under these statutes or their implementing regulations. All responsibility for compliance with 18 U.S.C. §2257 and §2257A, including but not limited to the maintenance of age-verification records and the designation of a Custodian of Records, rests solely with the Buyers and/or Sellers who create, upload, publish, or otherwise provide such content.
10.12. Redtraffic may, in its sole discretion, request proof of compliance with 18 U.S.C. §2257/2257A from Members who publish or provide sexually explicit content through the Platform and may disable access or remove materials where adequate proof is not provided or where Redtraffic reasonably believes a violation may have occurred.
11. BREACH BY YOU
11.1. Redtraffic reserves the right to suspend, terminate, or restrict access to any Buyer’s account at its sole and absolute discretion, with or without prior notice, and with or without providing any explanation. This decision shall be final and non-negotiable and Redtraffic is not obliged to disclose the reason for such a termination.
11.2. We may, at our sole discretion, determine that you have engaged in conduct that constitutes a breach, including but not limited to:
· Fraudulent, misleading, or deceptive activity in connection with Our Website or services;
· Violation of these Terms and Conditions, the Guidelines, any of Our policies, or any applicable laws or regulations.
· Conduct that is harmful to Redtraffic’s interests, its directors, employees, related entities, or agents.
11.3. If We determine that you have breached any of the above provisions, We may, at our sole discretion and with or without notice to you:
· Suspend, terminate, or amend your membership and/or
· Cancel or amend any of your listings, without issuing a refund and/or
· Issue a formal warning and/or refuse to provide services to you and/or
· Withhold part or all of your Security Deposit, as mentioned in Clauses 19.5–19.6 and 20.6.
11.4. Redtraffic reserves the right to block, close, or terminate any account without prior notification if we suspect or determine that fraudulent, deceptive, or illegal activity has occurred.
11.5. Fraudulent activity includes, but is not limited to:
· Creating multiple accounts using the same or similar identity, documents, or information after a previous account has been closed or blacklisted.
· Bypassing account restrictions, bans, or suspensions through any means.
· Document tampering which refers to altering, modifying, or falsifying a document to misrepresent its authenticity, contents, or origin. This can include :
o Editing text, numbers, or dates on a document
o Forging signatures or seals
o Using software to manipulate scanned documents (e.g., Photoshop alterations)
o Presenting counterfeit or entirely fabricated documents
o Submitting a document that has been fraudulently obtained or modified
o Using another person’s documents without authorization (identity theft)
o Providing incomplete or misleading documents to conceal material information
· Using stolen, unauthorized or fraudulent payment methods
· Initiating chargebacks or disputes on legitimate transactions in bad faith
12. REFUNDS
12.1. Buyers may request a refund only by contacting Redtraffic’s Support Team, and refund requests will be reviewed, approved or rejected at Redtraffic's sole discretion based on its Terms and Conditions, Guidelines and internal policies and procedures.
12.2. Buyers may request a refund of their remaining account balance within the first six (6) months from their initial deposit (trial period) if they are dissatisfied with the services, provided they have complied with all Terms and Conditions. No transfer fees will be deducted for the refund during this period. After the trial period or upon making a second deposit, refunds are available only if the minimum balance is:
· $239 for WIRE transfers
· $50 for other payment methods
A 10% processing fee will be deducted from the refund amount.
12.3. Buyers and Sellers whose accounts are suspended, terminated, or blacklisted due to violations of Redtraffic’s Terms and Conditions—including operating multiple accounts with the same or similar identity/documents—are not entitled to refunds. Any remaining funds in such accounts may be withheld or permanently forfeited at Redtraffic's sole discretion.
12.4. Buyers acknowledge and agree that refunds, where applicable, will only be issued for the remaining balance in Buyer’s account and will be processed exclusively to the original payment method and in the same currency in which the first deposit was made.
12.5. In exceptional cases, where the original payment method is no longer available, Redtraffic may, at its sole and absolute discretion, determine an alternative refund method. In such cases, the Buyer must provide sufficient documentation proving that the original payment method is unavailable before any alternative refund method is considered. Once Redtraffic has reviewed the provided documentation, it will determine its validity at its sole discretion. If deemed valid, the refund will be processed using a method Redtraffic considers appropriate. If the documentation is deemed insufficient or invalid, Redtraffic reserves the right to decline the refund request. Any decision made by Redtraffic regarding the refund payment method is final and non-negotiable.
12.6. In case of fraudulent activity or breach of these Terms and Conditions, any remaining funds in the account will be forfeited, and the Buyer will not be entitled to any refunds. These actions are final and non-negotiable.
12.7. If an account is closed for reasons unrelated to fraudulent or illegal activity, Redtraffic may return any remaining funds in the Buyer’s account only if the Buyer (or their authorized representative, in the case of a legal entity) provides both:
12.7.1. Valid government-issued identification, specifically a passport or national ID card (front and back) that clearly displays:
Full name
Date of birth
Photograph
Issue date
Expiration date
MRZ (Machine Readable Zone) lines, if applicable
The name on the ID must match the name provided by the Member when the account was created.
12.7.2. A live photo of the Buyer, which must clearly match the photo on the submitted ID.
12.8. Failure to provide the required identification and verification will result in forfeiture of any remaining funds.
12.9. Refund requests, if approved, will be processed within 15 (fifteen) business days from the date of approval. Refunds are not processed instantly and may take additional time depending on the payment provider. Redtraffic is not responsible for any delays caused by third-party payment processors or financial institutions.
13. MULTI-ACCOUNT ABUSE
13.1. Members are prohibited from creating, registering, or operating multiple accounts under the same or similar identity, documents, or information especially after a prior account has been closed, blacklisted, or terminated by Redtraffic. Such actions will be deemed a breach of these Terms and Conditions and considered fraudulent activity. Consequently, any provisions herein related to fraudulent activity shall apply.
13.2. Redtraffic reserves the right to take the following actions against individuals or entities engaged in multi-account abuse:
· Immediate termination of all related accounts without prior notice.
· Forfeiture of any remaining funds in the accounts without refund.
· Permanent blacklisting from using Redtraffic services.
14. INFRINGING OTHERS’ COPYRIGHT
14.1. Redtraffic does not and cannot independently investigate, determine, or verify copyright or intellectual property ownership for any content uploaded, displayed, promoted, or listed through the Platform. All responsibility for ensuring that content does not infringe upon third-party rights rests solely with the Buyers and Sellers who create, upload, publish, or otherwise provide such content.
14.2. Redtraffic is not registered as a “Designated DMCA Agent” with the U.S. Copyright Office and does not claim or provide the statutory “safe harbor” protections available under 17 U.S.C. §512. Members expressly acknowledge and agree that Redtraffic shall not be liable for any copyright infringement committed by Buyers or Sellers.
14.3. If you believe that content on a Seller’s website infringes your copyright or intellectual property rights, you must contact the Seller directly. Redtraffic does not host or control external websites and has no obligation to remove or disable access to content hosted by third parties.
14.4. If you believe that content directly displayed on the Redtraffic Platform (and not on external Seller websites) infringes your copyright, you may submit a written notice to help@redtraffic.com
. Redtraffic may, at its sole discretion, evaluate such notices and take appropriate action, including removal of material, but is under no obligation to do so unless required by law or a valid court order.
14.5. Buyers and Sellers are solely responsible for compliance with the Digital Millennium Copyright Act (DMCA) and all other applicable intellectual property laws. They must handle and respond to any copyright or intellectual property complaints relating to their own content, including maintaining proper policies and notices.
14.6. Redtraffic has adopted and may enforce a policy for terminating accounts of Members who are repeat infringers, in accordance with applicable law. However, Redtraffic’s role is limited to enforcing its own Terms and Conditions, and Redtraffic shall not be considered an agent or intermediary for handling copyright disputes.
15. LICENSE TO USE YOUR MARKS
15.1. You hereby grant Us a world-wide, non-exclusive, royalty-free, transferable, and sub-licensable license to use Your names, titles, logos, and trademarks (collectively referred to as “Your Marks”) to advertise, market, promote, and publicize in any manner. However, we shall have no obligation to do so.
15.2. You represent and warrant that you own or have the necessary licenses, permissions, rights, or consents to use and authorize us to use Your Marks in the manner contemplated herein and that granting us such a license does not (a) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (b) infringe upon any intellectual property right or other proprietary right of any other person or entity.
16. LIMITATION OF LIABILITY
16.1. To the maximum extent permitted by law, Redtraffic, its past, present and future affiliates, directors, employees, agents, and related entities shall not be liable for any claim, damages, losses, liabilities, or expenses of any kind (whether in contract, tort, negligence, statutory, or otherwise), including but not limited to:
· Actual, special, direct, indirect, consequential, incidental, exemplary, or punitive damages;
· Economic loss, loss of profits, revenue, business opportunities, goodwill, anticipated savings, or data;
· Loss of or damage to property;
16.2. Redtraffic expressly disclaims liability for any errors, omissions or content that is offensive, harmful, inaccurate, deceptive, defamatory, or unlawful as posted, published, or displayed on or through our Website or services by third parties, including Buyers and Sellers.
16.3. Redtraffic shall not be liable for any transactions, agreements, or disputes between Buyers and Sellers. All transactions are conducted at the sole risk of the parties involved, and Redtraffic has no responsibility to mediate or resolve disputes.
16.4. Where liability cannot be fully excluded, Redtraffic's total aggregate liability for any claims arising from the use of its Website or services shall be strictly limited to the amount of fees paid by the affected party to Redtraffic in the three (3) months preceding the event giving rise to liability.
16.5. Exceptions; Mandatory Law. Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law, including liability for a party’s willful misconduct or fraud. To the maximum extent permitted by law, the foregoing limitations apply to any theory of liability and survive termination.
17. INDEMNITY
17.1. You agree to fully indemnify, defend, and hold harmless Redtraffic, its past, present or future affiliates, officers, directors, employees, agents, contractors, successors, and assigns from and against any and all claims, demands, actions, liabilities, damages, losses, penalties, fines, settlements, costs, and expenses (including reasonable legal fees and expenses on a full indemnity basis) arising from, related to, or in connection with:
· Your use of the Website, services, or platform;
· Your violation of these Terms and Conditions;
· Any breach of applicable laws, regulations, or third-party rights (including intellectual property, privacy, and consumer protection laws);
· Any content, advertisements, or materials you upload, post, or distribute through the Website;
· Any transaction, agreement, or dispute between you and another Member (including Buyers and Sellers);
· Any claims by third parties (including regulatory authorities) arising from your actions, omissions, or conduct in relation to the use of the Website.
17.2. Redtraffic reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification, and you agree to cooperate fully with such defense.
17.3. This indemnity shall survive termination, suspension, or closure of your account and shall remain in effect to the maximum extent permitted by law.
18. GATEWAYS AND CREDIT CARD PROVIDER
18.1. You acknowledge and agree that by using any third-party payment gateway (including but not limited to PayPal, or any other payment processor) or any credit card provider, You are solely responsible for complying with their respective terms, policies, fees, and dispute resolution procedures, including any chargeback fees, transaction fees, penalties, or additional costs incurred.
18.2. We are not liable for any fees, rejected transactions, or penalties imposed by third-party payment providers or financial institutions. In the event of a chargeback, payment dispute, or reversal, you agree that Redtraffic reserves the right to:
18.2.1. Immediately suspend or terminate your account;
18.2.2. Withhold any remaining funds in your account to cover potential losses;
18.2.3. Recover any disputed or reversed amounts, including through additional charges, legal claims, or deductions from future payouts.
18.3. By proceeding with any payment on Redtraffic, you expressly consent to these terms and waive any right to dispute them.
19. ADVERTISING BUDGET
19.1. Buyers must prepay their advertising budget using one of the accepted payment methods: PayPal, wire transfer, or Circle (USDC, TRC20/ERC20). All payments must be made in U.S. Dollars (USD) or Euros (EUR), based on the currency selected within the Redtraffic platform.
19.2. All charges are exclusive of any applicable taxes, government fees, or legal costs. Buyers are solely responsible for paying all taxes, regulatory charges, and any reasonable expenses, collection costs, or attorney’s fees incurred by Redtraffic in recovering overdue amounts.
19.3. Charges are calculated solely based on Redtraffic's Ad Serving Platform measurements, unless expressly agreed otherwise in a separate written agreement. The official platform currency is USD. If a Buyer makes payments in EUR, the applicable exchange rate shall be the European Central Bank’s rate on the date of funds reception, with a 1% margin applied.
19.4. By using PayPal, wire transfer, Circle (USDC), or any other supported payment method, you acknowledge and agree that Redtraffic may share your payment details with third-party payment processors, banks, or Circle service providers for the purposes of payment verification, processing, and account servicing. Redtraffic does not extend credit to any party unless explicitly agreed in a separate written agreement.
19.5. Redtraffic reserves the right, at its sole discretion, to request a security deposit from the Buyer in addition to any prepaid advertising funds. This deposit may be required to guarantee compliance with contractual obligations. Redtraffic may, at any time and via a supplementary agreement, impose or adjust the amount of this security deposit.
19.6. The security deposit shall remain held by Redtraffic for the duration of the contract. If the Buyer fails to meet its obligations, Redtraffic reserves the absolute right to deduct damages, penalties, or outstanding amounts from the security deposit. Any remaining balance, after deductions, shall be refunded to the Buyer at the sole discretion of Redtraffic.
19.7. All funds deposited by Buyers are deemed commercial prepayments for advertising services on the Platform. Redtraffic is not a bank, trustee, escrow agent, or money transmitter and owes no fiduciary duties with respect to deposited funds. Redtraffic may commingle all deposited funds for purposes of operational settlement and liquidity management.
19.8. Buyer account balances do not constitute stored value or a cash deposit. They have no cash value outside the Platform and may only be applied toward the purchase of advertising services. Refunds of unused balances, if any, are handled exclusively in accordance with Redtraffic’s refund policy.
20. PAYMENTS TO SELLERS
20.1. You must select one of the following payment methods for receiving Earnings from Redtraffic: (a) PayPal, (b) wire transfer, (c) Circle (USDC, TRC20/ERC20). The Seller may update the selected payment method at any time by notifying us in advance. Redtraffic reserves the right to add and/or remove any payment method at any time at its sole discretion and without prior notice.
20.2. We shall process payments in U.S. Dollars (USD) or Euros (EUR), depending on the currency set up in Our Website. Payments are made exclusive of any taxes, and the Seller is responsible for all applicable taxes, government charges, and reasonable transaction expenses.
20.3. For payments in Euros (EUR), the exchange rate applied will be based on the European Central Bank (ECB) exchange rate on the date of fund receipt, with an additional 1% margin.
20.4. Payments to the Seller are calculated solely based on Ad Serving Platform measurements, unless otherwise agreed in writing. Nothing in these Terms and Conditions shall oblige Redtraffic to extend credit to any party.
20.5. The Seller acknowledges and agrees that any billing and payment information, including account details, may be shared with third-party entities (such as payment processors, banks, or Circle service providers) exclusively for the purposes of processing payments, verifying transactions, and servicing the Seller’s account.
20.6. Redtraffic reserves the right to request a security deposit from the Seller at any time, subject to a separate supplementary agreement. This deposit will be held for the Contract Period to ensure the Seller’s compliance with contractual obligations. The security deposit may be refunded in full or partially deducted if a breach of contract occurs.
20.7. We reserve the absolute right to withhold any payment (either in full or in part) if there is any suspicion or belief that the Seller’s Earnings originate from fraudulent or illegal activity. Additionally, if We determine that Earnings were obtained through fraudulent means, such amounts may be deducted from the Seller’s Account.
20.8. The Seller may dispute any payment hold or deduction by notifying us. However, We retain full discretion in determining the legitimacy of any Earnings.
20.9. If, at any time (including after termination of the Seller’s relationship with Redtraffic), an Earnings amount was previously paid or is owed to the Seller, and a subsequent deduction occurs (whether due to a refund, recalculation, fraud finding, chargeback, or other reason), Redtraffic may set off the amount against future payments owed to the Seller. If no further payments are due, Redtraffic will issue an invoice for the deducted amount, which the Seller must pay within 29 days of receipt.
20.10. Effective from August 12, 2024, Redtraffic will apply a transaction processing fee on all payments made to Sellers. Fees will be calculated based on the selected payment method and will be automatically deducted from the Seller’s total earnings before payment is processed. More details can be found in the table below:
20.11. By continuing to use Redtraffic’s services, the Seller expressly acknowledges and agrees to these processing fees and deductions as outlined above.
20.12. Cross-Campaign Settlement and Use of Funds
You expressly acknowledge and agree that Redtraffic may use funds deposited by Buyers across multiple campaigns and accounts for the purposes of operational efficiency, liquidity management, and timely settlement of payments to Sellers. Payments to Sellers are not earmarked to a specific Buyer or campaign and may be made from aggregated funds received by Redtraffic from any Buyer.
20.12.1. Redtraffic acts solely as an intermediary and is not obliged to segregate funds by individual Buyer, campaign, or transaction.
20.12.2. Sellers acknowledge that their right to payment is limited to amounts actually received by Redtraffic from Buyers in cleared and non-refundable funds, regardless of whether such funds originated from the specific campaign in which their Ad Space was used.
20.12.3. Buyers acknowledge that their deposits may be used by Redtraffic to satisfy payment obligations across the Platform and not exclusively tied to their own campaigns. This shall not affect the Buyer’s right to receive the advertising services purchased in accordance with these Terms and Conditions.
21. TAXATION POLICY
21.1. In order to comply with applicable United States federal and state tax regulations, as well as any relevant international tax obligations, Redtraffic may be required to charge, collect, withhold, or remit certain taxes (including but not limited to sales tax, use tax, value-added tax (VAT), goods and services tax (GST), or other indirect taxes) depending on the jurisdiction of the Buyer or Seller. The applicability and rate of such taxes may be determined based on the billing address, place of supply, and/or tax identification information provided by the Buyer or Seller.
21.2. 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.
21.3. 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).
21.4. 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.
21.5. 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.
21.6. 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).
21.7. 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.
21.8. Survival. The obligations in this Section 21 shall survive termination of these Terms and any closure or suspension of a Member’s account.
22. SELF-BILLING
22.1. By accepting these Terms and Conditions it shall be deemed that you (hereinafter referred to the “self-billee” and Redtraffic (hereinafter referred to as “the self-biller”), hereby enter into a legally binding Self-Billing Agreement. Effective from the date of acceptance, you acknowledge and agree that you shall not issue any sales invoices to Redtraffic for any transactions covered under this Self Billing Agreement. Your invoice(s) for payments due to you will be automatically generated and made available through the Ad Serving Platform.
22.2. You expressly agree to the below terms and to comply with all relevant requirements with respect to self-billing as specified below:
· To accept all invoices raised by the self-biller on your behalf from the date of acceptance of these Terms and Conditions;
· Not to issue separate sales invoices for transactions covered under this Self-Billing Agreement;
· To notify the self-biller immediately and update your company and/or personal details on the Ad Serving Platform if any of the following occur:
o A change in your applicable tax registration details (including VAT, GST, or other Tax ID numbers, where applicable);
o A change in your name or address;
o You cease to be tax registered where required by law; or
o You sell or transfer your business or part of your business.
22.3. All invoices will be raised exclusively based on the Ad Serving Platform statistics unless otherwise stipulated in a separate written agreement between you and Redtraffic.
22.4. Acceptance of each payment constitutes your acceptance of the corresponding self-billed invoice and confirms your ongoing consent to the terms of this Self-Billing Agreement.
22.5. Redtraffic reserves the absolute right to suspend or withhold payments if you fail to comply with the Self-Billing Agreement requirements or if any fraudulent, deceptive, or non-compliant activity is detected.
22.6. If you do not notify Redtraffic of changes to your tax registration status, Redtraffic shall not be liable for any tax-related consequences, penalties, or losses incurred due to your failure to comply. Where applicable law requires Redtraffic to collect or remit taxes, such taxes may be withheld from your payments.
22.7. Redtraffic retains full discretion to amend the self-billing process or terminate the Self-Billing Agreement at any time in compliance with applicable regulations.
22.8. By continuing to use Redtraffic’s services, you expressly acknowledge and agree to this Self-Billing Agreement and its binding nature as outlined in these Terms and Conditions.
23. SANCTIONS AND COMPLIANCE
23.1. You (including, where applicable, your owners, directors, officers, and beneficiaries) represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in, any country or territory subject to comprehensive sanctions administered 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, Her Majesty’s Treasury (UK), or any other applicable sanctions authority. You further represent and warrant that you are not identified on, and are not owned or controlled (directly or indirectly) by any person identified on, any restricted-party or sanctions list maintained by the foregoing authorities.
23.2. Redtraffic may, at its sole discretion, conduct customer due diligence (KYC), enhanced due diligence (EDD), request supporting documentation, and screen transactions to comply with applicable anti-money laundering (AML), counter-terrorist financing (CTF), and sanctions regulations, or where otherwise deemed necessary by Redtraffic.
23.3. Redtraffic reserves the right, without liability to you, to refuse, suspend, or terminate any account, or freeze and/or withhold funds, where Redtraffic determines or reasonably suspects that your activities may violate applicable sanctions, AML/CTF laws, or other regulatory obligations.
24. INTELLECTUAL PROPERTY RIGHTS
24.1. All rights, title, and interest in and to copyrights, trademarks, service marks, trade dress, text, graphics, photos, logos, button icons, images, audio clips, software, and databases, are either owned by Redtraffic or licensed to Redtraffic by its Members or third-party licensors.
24.2. The software used on the Website is owned by Redtraffic and/or its software providers and is protected by domestic and international copyright, intellectual property, and proprietary rights laws.
24.3. You may only use the intellectual property contained on the Website for the purpose of browsing or using Redtraffic's services in accordance with these Terms and Conditions.
24.4. You are strictly prohibited from:
24.4.1. Reproducing, copying, modifying, adapting, distributing, republishing, displaying, performing, framing, reverse-engineering, or decompiling any part of the Website, including its software or any proprietary content, without express prior written consent from Redtraffic.
24.4.2. Using any trademarks, logos, trade names, or branding belonging to Redtraffic or any third party appearing on the Website without express prior written authorization from the respective owner.
24.4.3. Removing or altering any copyright, trademark, or proprietary notices from the Website or any materials originating from it.
24.5. "Redtraffic" is a trademark of REDTRAFFICMEDIA LLC and may not be used in any way without the express prior written permission from REDTRAFFICMEDIA LLC. XXX LLC is authorized to operate under and provide services using the “Redtraffic” brand. Any unauthorized use of Redtraffic's trademarks, trade names, service marks, or branding shall constitute a violation of intellectual property laws and may result in legal action, including but not limited to injunctive relief and monetary damages.
24.6. All other trademarks, trade names, service marks, or brand identifiers appearing on the Website belong to their respective owners. You may not use any such intellectual property without the express consent of the rightful owner.
24.7. Redtraffic reserves all rights not expressly granted under these Terms and Conditions. Redtraffic may take legal action, including seeking injunctive relief, damages, and other remedies, against any party that infringes upon its intellectual property rights.
25. POLICIES
25.1. You must comply with all policies, guidelines, help, and frequently asked questions pages published on Our Website. All such policies and pages are incorporated into these Terms and Conditions by reference and are binding on all Members.
25.2. Failure to comply with any of the above may result in suspension, termination, or other enforcement action at Redtraffic's sole discretion.
25.3. The Media Company reserves the absolute right to request personal data for identity verification and fraud prevention purposes from any Member at any time. Such personal data may include, but is not limited to, government-issued photo ID (passport or national ID), proof of address (e.g. utility bill or bank statement).
25.4. Redtraffic may suspend or terminate any account if the requested verification documents are not provided or if fraudulent activity is suspected.
25.5. To process any transaction using a credit card on Your account, You must provide us with a government-issued photo ID (passport or national ID card) along with a copy of the front of Your credit card showing only the last 4 digits. These documents must be provided in the manner and format specified by the Media Company. Failure to provide the requested documentation may result in payment holds, transaction cancellations, or account suspension
26. COMPLIANCE WITH LAWS
26.1. You must comply with all applicable domestic and international laws, statutes, ordinances, and regulations when using the Website and Our services.
26.2. If you are a Seller, you are solely responsible for determining whether your content, advertisements, and business practices comply with applicable laws.
26.3. If you are a Buyer, you must ensure that your Advertisements and landing pages comply with all applicable advertising, privacy, and intellectual property laws.
26.4. Redtraffic assumes no liability for any Member’s failure to comply with legal obligations and reserves the right to take action against any non-compliant Member, including but not limited to account suspension or termination and/or withholding of payments and/or legal action and cooperation with authorities.
27. ACCESS TO OUR WEBSITE
27.1. Due to occasional upgrades, maintenance, and other factors beyond Our control, We cannot guarantee that Our Website will be 100% continuous, uninterrupted, or secure at all times. We provide Our Website on an “as is” and “as available” basis without warranties of any kind.
27.2. We make no representations or warranties that Our Website, information, content, or materials available on Our Website, its servers, or emails sent from Redtraffic will be uninterrupted and/or error-free, free of defects, viruses, inaccuracies, or harmful components, and/or will meet Your requirements and/or will function properly on all configurations, hardware or software.
27.3. You use Our Website at Your own risk.
27.4. Redtraffic grants You a non-exclusive, non-transferable, revocable, limited right and license to access and use Our Website solely for buying or selling Ad Space in full compliance with these Terms and Conditions. You agree not to download (except page caching) or modify Our Website or part of it without Our express prior written consent.
27.5. Unless expressly stated otherwise, such license does not include:
27.5.1. resale or commercial use of Our Website or its contents (except for Advertising);
27.5.2. any collection or extraction or use of any data, media metrics or pricing available on or through Our Website, listings, descriptions, or prices;
27.5.3. any derivative works based on Our Website or its content;
27.5.4. any downloading, copying or sharing of account information for third-party benefit;
27.5.5. any use of data mining, robots, scraping, or similar data gathering or extraction tools.
27.6. Any unauthorized use automatically terminates this license granted by Redtraffic.
27.7. If Your membership is terminated for any reason, We may, at Our absolute discretion, delete any content, material, files, graphics, or other data related to Your account and use of Our Website. Immediately upon termination, you are prohibited from accessing or using Our Website.
27.8. We reserve the right to use any means we deem necessary to prevent unauthorized access to Our Website, including but not limited to technological barriers, IP and email banning, and direct contact with Your ISP.
27.9. If Your account is terminated due to Your material breach, You must immediately pay Us all fees or other outstanding amounts owed to Redtraffic prior to termination.
27.10. For security reasons, if you have not logged in to Your Redtraffic account for three (3) consecutive months, Your account will be placed in “Inactive” Status. Although you will not be able to log in, Your campaigns will continue to run as long as you have funds in Your account. To re-activate, You will need to contact a Redtraffic representative at help@redtraffic.com.
28. FORCE MAJEURE
28.1. Redtraffic will not be liable for any failure or delay in performance due to events beyond its reasonable control including but not limited to, a labor disturbance, an internet outage, interruption of service, communication disruptions or power outage, cyberattacks or hacking incidents, acts of terrorism, war or military conflict, natural disasters such as earthquakes, flood, hurricanes or pandemics.
28.2. In such force majeure events, Our obligations shall be suspended until normal service resumes.
28.3. If a force majeure event continues for an extended period, Redtraffic reserves the right to suspend or terminate affected services without liability.
29. DATA RESPONSIBILITY AND BACKUPS
29.1. We reserve the absolute right to shut down Our Website at any time, without prior notice. We may delete any files or content stored on Our Website at Our absolute discretion.
29.2. We do not guarantee that content stored on Our Website will be retained and backed up. Members are solely responsible for keeping backups of any important data, files or materials. You should maintain personal copies of all relevant information to prevent data loss.
29.3. Redtraffic is not liable for any data loss, corruption, or unavailability caused by maintenance, service disruptions, hacking, or other unforeseen incidents.
30. SERVICES FROM THIRD PARTIES
30.1. Any links, advertisements or references to third-parties services, goods, resources, or information displayed on Our Website, whether through third-party advertising or otherwise, are provided for convenience only and are not controlled by Redtraffic.
30.2. We do not endorse, verify, or make any representations or warranties regarding the availability, accuracy, legality, quality, or reliability of any third-party services, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
30.3. Redtraffic shall not be liable for any damages, losses, claims, or expenses incurred by Your use of or reliance on third-party services, resources, goods, or information. Your interactions with third-party services are solely at Your own risk and are governed by the third party’s terms and conditions.
31. INTERFERENCE WITH OUR WEBSITE
31.1. You must not:
31.1.1. use any robot, spider, or any tool to access, copy or monitor Our web pages, data or content;
31.1.2. use or distribute any software, script, virus, malware, spyware or other malicious code that could interfere with damage, disable or compromise the functionality, security and integrity of our Website;
31.1.3. take any action that imposes an unreasonable or disproportionate load on Our infrastructure, including Our servers, hardware, bandwidth, and software; or
31.1.4. alter or tamper with any information, content, or materials on or associated with Our website.
32. WEBSITE CONTENT
32.1. Given the volume of content posted by third parties on the Seller’s website, we cannot and do not monitor or control the nature of the content available on the Seller’s website. Sellers are solely responsible for all the content and interactions displayed on their websites.
32.2. Sellers must not publish, post or facilitate any content that is fraudulent, misleading, defamatory, infringing, obscene, unlawful or otherwise inappropriate. Sellers agree to indemnify and hold Redtraffic harmless from any legal claims, liabilities, damages, costs or expenses arising from intellectual property infringements, breach of privacy, defamation, or other legal violations related to their website content.
32.3. Redtraffic reserves the right, but has no obligation, to review, monitor, remove, or restrict access to any material or content posted on the Seller’s website that we or others may deem unlawful, defamatory, invasive of privacy, or otherwise inappropriate. Such actions, if taken, are at our sole discretion and do not impose any duty or liability on Redtraffic.
32.4. We assume no responsibility for the actions of Sellers which take place on the Seller’s website or for any interactions, disputes, or transactions between Sellers and third parties. All Sellers acknowledge that any response by Redtraffic to complaints regarding any material or content to Seller’s website is provided solely as a courtesy to enhance user experience and does not imply any legal obligation.
32.5. We exclude all liability for any claims, damages, or losses arising from (a) content available on a Seller’s website (b) Redtraffic’s response or failure to respond to any complaints and (c) any intellectual property infringement, privacy violation or legal claim related to a Seller’s content.
32.6. Buyers acknowledge and agree that Redtraffic has no control over the content of any Seller’s website. It is the Buyer’s sole responsibility to assess whether such content is appropriate, lawful and acceptable. The Buyer assumes all risk and liability when engaging with content on a Seller’s website.
32.7. Sellers acknowledge and agree that Redtraffic has no control over Advertisements or other content submitted by any Buyer. The Seller is solely responsible for evaluating whether such content is acceptable and appropriate for their platform. The Seller assumes all risk and liability for any disputes, legal claims, or damages arising from Buyer-submitted content.
33. OTHER WEBSITES
33.1. Redtraffic and Sellers may provide links to third-party websites, platforms, or services that are independent of Redtraffic. These external websites are not controlled, endorsed, or monitored by Redtraffic, and we make no representations, warranties, or guarantees regarding:
33.1.1. The accuracy, legality, reliability, or security of third-party websites.
33.1.2. The availability, quality, or suitability of any products, services, or information provided on such websites.
33.1.3. Any data collection, privacy policies, or business practices of third-party websites.
33.2. By accessing third-party links through Redtraffic, you acknowledge and accept all risks associated with using external sites. Redtraffic disclaims all liability arising from your interactions, transactions, or reliance on any content found on third-party websites. If you choose to engage with any third-party services, you do so at your own discretion and must review and comply with their respective terms and policies.
34. SEVERABILITY
34.1. If any provision of these Terms and Conditions or any policy or document available on Our Website is found to be invalid, voidable, unenforceable, or illegal, but would be valid and enforceable if modified, such provision shall be interpreted and read down to the extent necessary to make it enforceable.
34.2. If, notwithstanding the above paragraph, a provision remains invalid, voidable, unenforceable, or illegal:
if the issue can be resolved by omitting certain words, those words shall be servered to preserve the intent of the provision; and
if the provision cannot be salvaged, it shall be entirely severed from these Terms and Conditions, and the remaining provisions shall remain in full force and effect.
35. ASSIGNMENT
35.1. We reserve the right to assign, transfer or delegate any or all of Our rights and obligations under these Terms and Conditions at Our sole discretion, without prior notice to you. Such assignment shall not affect Our rights and obligations under any applicable data protection laws and regulations.
35.1.1. You are strictly prohibited from assigning, transferring, sublicensing or delegating any of Your rights or obligations under these Terms and Conditions without Our prior written consent. Any attempt to do so shall be deemed null, void and without legal effect.
36. DATA PROTECTION
36.1. Each Member shall prominently display on its website(s) a comprehensive privacy policy that clearly explains how the Member collects, uses, processes stores, and discloses the personal data of users, including but not limited to email addresses, IP addresses, cookies and other tracking technologies. The privacy policy must inform users of their rights under the applicable data protection laws and provide clear instructions on how they can exercise their rights, including opting in and opting out of data collection and processing activities. Seller’s privacy policy must also disclose that third-party advertisers may place cookies or other tracking technologies on the visitors’ browsers while accessing the Seller’s website(s).
36.2. Each Member warrants that, for the entire duration of this Agreement, it shall fully comply with all applicable privacy and data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the ePrivacy Directive and any other applicable national or international data protection laws. Members must implement appropriate technical and organizational measures to ensure the protection of personal data against unauthorized access, alteration, disclosure, or destruction.
37. WAIVER
37.1. The failure, delay, or omission by Us to exercise, enforce or insist on strict compliance with any right, remedy, power or privilege conferred under these Terms and Conditions shall not be construed as a waiver, relinquishments, or limitation of such rights, remedy, power or privilege. Any single or partial exercise of a right shall not preclude any subsequent or further exercise of that right or any other right under these Terms and Conditions.
37.2. A waiver of any provision of these Terms and Conditions or consent to any deviation from any obligation set forth, shall only be valid if expressly made in writing and signed by an authorized representative of Redtraffic. Any waiver granted shall be specific and limited to the matter explicitly stated and shall not constitute a continuing waiver or affect any other provision of these Terms and Conditions.
38. RELATIONSHIP BETWEEN YOU AND US
38.1. Nothing in these Terms and Conditions shall be construed as creating or establishing any agency, partnership, joint venture, employment, affiliation, or franchisor-franchisee relationship between you and Redtraffic. Each party shall operate as an independent entity, and no party shall have the authority to bind, act on behalf of, or create obligations for the other.
38.2. You acknowledge and agree that Redtraffic does not owe you any fiduciary or special duties. Our role is strictly limited to providing a platform that facilitates transactions between Buyers and Sellers. Redtraffic is not a party to these transactions and shall bear no responsibility or liability for any contractual obligations, disputes, or breaches between Buyers and Sellers, except in relation to any fees that may arise and be payable to Redtraffic as a third-party beneficiary.
39. NOTICES
39.1. Redtraffic may provide notices, updates, or communications under these Terms and Conditions via email, notifications on the Website, or any other electronic means deemed appropriate. Such notices shall be deemed effective upon dispatch or posting. However, in cases involving termination, blacklisting, or suspension of an account due to violations of these Terms and Conditions, Redtraffic reserves the right to take immediate action without prior notice or communication
39.2. You acknowledge and agree that any use of Your username and password to access or communicate with Redtraffic, third parties, or the Website shall constitute Your electronic signature. This electronic signature shall be deemed legally valid and equivalent to a written signature, satisfying any applicable legal requirements regarding written agreements or communications.
40. SURVIVAL OF TERMS
40.1. Except for Your license to access the Website, which shall immediately terminate upon account closure, all other provisions of these Terms and Conditions shall survive termination or expiration.
40.2. Redtraffic reserves the right to pursue any claims, recover outstanding payments, and enforce rights or remedies arising from any breach of these Terms and Conditions, even after termination.
41. AMENDMENTS
41.1. We reserve the right to amend, update or modify these Terms and Conditions and any of Our policies and documents, at any time at Our sole discretion.
41.2. It is the Member’s sole responsibility to regularly review these Terms and Conditions and all related policies for any updates or changes. Continued use of the Website and services after modifications take effect will constitute Your full acceptance of the revised Terms and Conditions, policies or other documents.
41.3. All amendments shall be deemed legally binding from the date they are published on the Website. If You do not agree to the revised Terms and Conditions, policies or other documents, You must discontinue using the Website and Our services immediately.
41.4. For material changes, Redtraffic will provide notice via the Website and/or by email. Continued use after the effective date constitutes acceptance of the updated Terms.
42. ENTIRE AGREEMENT
42.1. These Terms and Conditions, together with all policies and documents incorporated by reference, constitute the entire agreement between You and Us. These Terms supersede and replace any prior or contemporaneous representations, agreements, negotiations, understandings, or communications, whether written or oral.
42.2. You expressly acknowledge and agree that You have not relied on any statements, representations, warranties, or promises not expressly included in these Terms and Conditions.
43. GOVERNING LAW, JURISDICTION, AND ARBITRATION
43.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Colorado, United States of America, without regard to its conflict of law principles, and the Federal Arbitration Act (“FAA”), 9 U.S.C. §1 et seq., shall govern the enforceability of this arbitration agreement.
43.2. For any disputes, claims, or controversies arising out of or relating to these Terms and Conditions that are not subject to arbitration (including requests for injunctive relief to protect intellectual property or confidential information), the parties submit to the exclusive jurisdiction of the state and federal courts located in Broomfield County, Colorado, United States of America, and irrevocably consent to such jurisdiction.
43.3. Arbitration; Class Action and JURY WAIVER. To the fullest extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules; if you qualify as a consumer under the AAA’s definition, the AAA Consumer Arbitration Rules shall apply. The arbitration shall take place in Broomfield County, Colorado, in the English language, unless the parties agree otherwise in writing.
43.4. Delegation of Issues. The arbitrator shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement (including any claim that all or any part of this agreement is void or voidable), except that the enforceability of the CLASS ACTION WAIVER shall be decided by a court of competent jurisdiction.
43.5. Class and Collective Actions Waiver. All disputes must be resolved on an individual basis. No class, collective, consolidated, or representative actions or arbitrations are permitted. You and Redtraffic expressly waive any right to a jury trial or to participate in a class action, collective action, or representative claim in any forum.
43.6. Small Claims Carve-Out. 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 monetary limits and proceeds on an individual (non-class, non-representative) basis.
43.7. Costs and Fees. For claims by individuals that fall under the AAA Consumer Rules, your share of arbitration fees shall not exceed the then-applicable consumer filing fee; Redtraffic will pay the remainder. In business-to-business disputes, fees and costs shall be allocated by the arbitrator in accordance with the applicable rules.
43.8. Mass Arbitration Procedures. If 25 or more substantially similar arbitration demands are filed by or with the same or coordinated counsel, the arbitrations shall proceed under the AAA’s Mass Arbitration procedures (including any batching or bellwether protocols).
43.9. Confidentiality. The arbitration proceedings, filings, evidence, and award shall be confidential, except as necessary to enforce or challenge the award in court, or to disclose to a governmental or regulatory body where required by law.
43.10. Entry of Judgment. Judgment on any arbitration award may be entered in any court of competent jurisdiction.
43.11. Survival and Severability. This arbitration clause shall survive termination of these Terms. If any portion of this clause is held invalid or unenforceable, the remainder shall remain in full force and effect.
