Terms & Conditions

Digital Stars Ltd · Version 2.0

PREAMBLE

These Terms and Conditions (hereinafter referred to as “T&Cs” or “Agreement”) constitute a legal agreement between You (hereinafter referred to as “Publisher”, “Advertiser” or “You” as the case may be) either as an individual or a legal entity, and Digital Stars Ltd., a private limited liability company organized and existent under the Laws of the Republic of Malta, with its registered office at Tagliaferro Business Centre, Level 6, Sqaq Gaiety, Sliema SLM 1551, Malta, enrolled with the Malta Business Registry under C86214 (hereinafter referred to as the “Company” or “Traffic Bull” as the case may be), sole owner of Traffic Bull and proprietor of the Traffic Bull system, trademarks and platform (hereinafter collectively referred to as the “Traffic Bull Network”, “Traffic Bull Platform” or “Services”), which governs your participation in the Traffic Bull Network.

The Company and You may hereinafter be referred to jointly and indistinctly, as the "Parties" or individually, each as a "Party”.

RECITALS

By making use of or otherwise accessing the Services, regardless of purpose, manner, or form, You acknowledge and represent to have read and understood these T&Cs and undertake to be bound by and uphold all provisions, terms, and conditions hereof.

Notwithstanding the above, You hereby acknowledge that upon clicking on the specifically designated button for consent (e.g. "sign-up", "next step", "I accept" buttons, etc.), making use of or being granted access to the Services or otherwise any content (or copies thereof), in connection with the Services, You expressly agree and grant Your full and unconditional consent to have such access and use strictly subjected to the T&Cs and Traffic Bull's policies, as they may be enacted and amended from time to time (hereinafter collectively and indistinctly referred to as the "Policies"), especially, but not limited to, Traffic Bull's Privacy Policy, Cookie Policy, Compliance Rules and the Platform Data Processing Agreement, each available at https://panel.trafficbull.com/legal. In relation to the processing of personal data, the Platform Data Processing Agreement forms an integral part of these T&Cs.

If You do not agree to the terms and conditions hereof, You may click on the specifically designated button for refusal (e.g. "refuse", "cancel" buttons, etc.), in such event, You shall refrain from downloading, installing, using, or otherwise accessing the Services and any and all download, installation, use or access of the Services by You shall be construed as unauthorized use of the Services, deemed strictly prohibited.

Traffic Bull records the date, time, IP address, account identifier and version of the T&Cs accepted by You at registration and upon each subsequent acceptance. Such records shall constitute sufficient evidence of Your acceptance of the applicable version of these T&Cs.

Should You have previously entered into a written agreement with Traffic Bull that incorporates these T&Cs by reference therein, or govern over the same subject matter, unless explicitly stated thereunder, these T&Cs shall be deemed likewise enforceable and binding upon You, regardless of express consent or lack thereof (i.e. whether You should click or not on the specifically designated button for consent or whether You should click on the specifically designated button for refusal).

By accepting these T&Cs pursuant to the above, You further represent to be a person, whether an individual or legal entity, authorized to do so and to accept the obligations set forth herein, whether for Your own benefit or on behalf of the relevant person, as the case may be, including, without limitation, to access and use the Services and all related content.

Traffic Bull reiterates herein, that You explicitly acknowledge that any and all unauthorized use of the Services is strictly prohibited.

TABLE OF CONTENTS

1. DEFINITIONS
2. GRANT OF USE
3. PUBLISHER ELIGIBILITY WEBSITE(S)
4. ACCOUNT REGISTRATION, VERIFICATION AND SANCTIONS COMPLIANCE
5. SUB-PUBLISHERS
6. RESPONSIBILITY FOR CONTENT & RESTRICTIONS
7. REGULATED CONTENT
8. SERVICES AND OTHER LEGAL RESTRICTIONS
9. MISUSE
10. PUBLISHER PAYMENT
11. ADVERTISING MATERIAL
12. ADVERTISING BUDGET
13. ADVERTISER REFUND POLICY
14. PUBLICITY
15. REPRESENTATIONS & WARRANTIES
16. TERMINATION
17. CONFIDENTIALITY
18. DATA PROTECTION
19. INDEMNIFICATION & LIMITATION OF LIABILITY
20. MODIFICATIONS
21. NON-SOLICITATION & NON-CIRCUMVENTION
22. GOVERNING LAW & DISPUTE RESOLUTION
23. COMPLIANCE RULES AND GUIDELINES
24. GENERAL PROVISIONS

DEFINITIONS

For the purposes of these T&Cs, unless otherwise defined throughout the T&Cs, the following terms shall have the meanings hereunder assigned when used in their capitalized format:

"Ad Serving Platform" describes the technology and service that places advertisements on Websites, which includes an advertising software that has been licensed to Traffic Bull and which Traffic Bull hereby sublicenses to Publishers and Advertisers participating in the Traffic Bull Network subject to this Agreement.

"Administration Panel" means the interface provided by Traffic Bull to clients (Publishers, Sub-Publishers, Advertisers, and Third Parties).

"Advertiser(s)" means one or more customers of Traffic Bull who create the Advertising Material and authorize Traffic Bull as its intermediary to include it in the Publisher's Space(s).

"Advertising Materials" means any graphic file or any and all accompanying printed, hand-written, or electronically transferred information supplied by an Advertiser to be displayed, for advertising purposes, within a designated Publisher's Space.

"Advertising Tag" means script code, pixels, uniform resource locator – URL links, tags, or any other implementation means, provided by an Advertiser, to be embedded by a Publisher through the Network, as needed, in order to track Actions.

"Confidential Information" is defined under Section 15.

"Content" means any and all audio and video material including, without limitation, text, logos, artwork, graphics, pictures, advertisements, sound, and other related intellectual property contained in materials uploaded or otherwise provided by Traffic Bull or an Affiliate and accessed by You, or otherwise provided by You in connection with the Services.

"eCPM" means the effective cost per million ad impressions; eCPM is used on the Traffic Bull Network to calculate the relative cost of an advertising campaign and estimates the cost/revenue per 100 views of the ad.

"Impressions" means the number of times Advertising Material is served to a person visiting the Publisher's Space.

"Insertion Order" is a written authorization to display an advertisement on Publisher's Space.

"Network" means the advertising network maintained and operated by Traffic Bull in order to provide a forum which enables Advertisers to post Advertisement Material and Content for distribution, display, or otherwise transmission through a multitude of online channels including, without limitation, websites, e-mails and other such forms of space.

"Prohibited Content" is defined under Section 4.

"Prohibited Activities" is defined under Section 4.

"Publisher(s)" means one or more customers of Traffic Bull responsible for the distribution of online Advertising Material on its Website(s).

"Publisher's Net Revenue" or just "Net Revenue", as the case may be, means the total revenue generated by the Publisher using the Advertising Materials less Traffic Bull margin. Publisher earnings are based on the eCPM generated by the ad spot. Traffic Bull's margin remains at the sole and absolute discretion of Traffic Bull.

"Publisher's Space(s)" means any space including, without limitation, a pre-landing page, website, email, or other such forms of space, held or made available by a Publisher for the purposes of distributing, displaying, or otherwise transmitting Advertising Material.

"Services" is defined in this T&Cs preamble.

"Traffic Bull Platform" is defined in this T&Cs preamble.

"Traffic Bull Network" means the advertising network owned and operated by Traffic Bull.

"Unique Click" means the number of times, as recorded by Traffic Bull's Ad Serving Platform, a user visiting Publisher's Space, as identified by IP address, clicks on Advertising Material. A click on Advertising Material by a particular visitor shall only be counted as a Unique Click once every 24-hour period.

"Account" means the registered account through which You access the Services, and "Account Holder" means the Publisher or Advertiser in whose name an Account is registered.

"Data Protection Laws" means Regulation (EU) 2016/679 (GDPR), the UK GDPR and Data Protection Act 2018, Directive 2002/58/EC (ePrivacy Directive) and the national laws implementing it (including the UK Privacy and Electronic Communications Regulations 2003 and Malta S.L. 586.01), Regulation (EU) 2022/2065 (Digital Services Act) to the extent applicable to online advertising, and any other law of any jurisdiction applicable to the processing of personal data or to electronic marketing, each as amended or replaced from time to time.

"End User" means any natural person who visits or uses a Publisher's Space, or who receives an electronic communication containing Advertising Material, and "End-User Data" means any personal data relating to an End User that is collected, transmitted or otherwise processed through the Services, including without limitation IP addresses, device and browser identifiers, approximate location, cookie or advertising identifiers, click and conversion identifiers, and any Tracking Parameters.

"Platform Data Processing Agreement" or "Platform DPA" means the data processing agreement between Traffic Bull and the Account Holder made available by Traffic Bull at https://panel.trafficbull.com/dpa and on request, as amended from time to time, which governs the processing of End-User Data through the Services.

"Regulated Content" means Advertising Material, products or services that are lawful only in certain jurisdictions or only where the advertiser or the advertised business holds a licence, registration or other authorisation, as further described in Section 4A.

"Sanctions" means any economic, financial or trade sanctions, embargoes or restrictive measures administered, enacted or enforced by the United Nations Security Council, the European Union, any EU Member State (including Malta), the United Kingdom (HM Treasury / OFSI) or the United States (including OFAC), and "Sanctioned Person" means any person or entity that is (i) listed on any Sanctions list, (ii) owned or controlled, directly or indirectly, by one or more listed persons, or (iii) located, organised, registered or ordinarily resident in a Restricted Territory.

"Restricted Territory" means any country or territory that is itself the subject of comprehensive Sanctions, and any region designated as non-government-controlled or occupied under EU, UK or US Sanctions (including, at the date of these T&Cs, the Crimea, Donetsk, Luhansk, Kherson and Zaporizhzhia regions of Ukraine), as updated from time to time.

"Tracking Parameters" means any sub-identifier, custom variable, macro or URL parameter (including without limitation the fields designated sid1 to sid5 in the Administration Panel) attached to traffic, clicks or conversions transmitted through the Services.

1. GRANT OF USE

1.1. Object

1.1.1. By virtue of this Agreement, Advertiser(s) markets and advertises their goods and services using Advertising Material and Publisher(s) incorporates or embeds the Advertising Material into the Publisher's Space(s) through Traffic Bull Network using the Ad Serving Platform. On top of that, Traffic Bull provides guidance to help Advertiser(s) and Publishers (s).

1.1.2. Subject to the terms and conditions set forth herein, Traffic Bull hereby grants You, during the term permitted by Traffic Bull, a limited, non-exclusive, non-transferable and non-sublicensable license to use the Services and access the Traffic Bull Platform and any related content thereof.

1.1.3. Notwithstanding the above, You hereby authorize Traffic Bull to use Your trade names and trademarks for publicity purposes in accordance with Section 12.

1.2. Scope of Use

1.2.1. You undertake and further represent, to make use of the Services in a strictly permitted manner under these T&Cs, as follows:

• (i) Whether as an Advertiser, You shall use the Services for the purpose of posting Advertising Material through the Network in order to market and advertise goods and services.
• (ii) Whether as a Publisher, You shall use the Services for the purpose of retrieving the Advertising Material through the Network and, employing Your best efforts to embed such Advertising Material in the relevant Publisher's Space.

1.2.2. Notwithstanding the above, all Publishers shall be required to place the Advertising Tag on all necessary Publisher's Spaces. Should You use the Services as a Publisher, You undertake to refrain from altering, selling, transferring, assigning, or otherwise disclosing the Advertising Tag, in whatever manner, form, or nature, to any third parties, unless upon Traffic Bull's prior written consent.

1.2.3. Any use, distribution, post, or submission of the Advertising Tag other than as strictly warranted under these T&Cs and in connection with the Services shall be construed as unauthorized use.

2. PUBLISHER ELIGIBILITY WEBSITE(S)

2.1. Right to Approve/Deny Affiliation

2.1.1. Traffic Bull reserves the right to approve or deny the affiliation of a Publisher at any time. If not approved, the Publisher shall not be entitled to the payment of the revenue displayed in its Administration Panel. It is the Publisher's obligation to make sure it complies, at all times, with Traffic Bull's eligibility rules as expounded upon in this Section.

2.2. Publisher Website(s) Not Eligible for Participation

2.2.1. The following are examples of Publisher's Website(s) that are not eligible for participation on the Traffic Bull Network:

• (i) Websites that contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promote copyright piracy.
• (ii) Websites with reference to illicit practices or shock human dignity: Content with pornographic characters staging minors; Contents making the apology of voluntary crimes to life, persons the integrity and sexual aggressions; Contents making the apology of war crimes, crimes against humanity; Contents provoking discrimination, hate or violence towards a person or towards a group of persons at the rate of their origin or of the group they belong to (an ethnic group, a nation, a race or a religion). Any description will be automatically recorded and indicated to proper authorities.
• (iii) Websites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam) as well as unsolicited communications by equivalent electronic means (i.e. SMS, chat, social networks, etc.).
• (iv) Websites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, 'phreaking', etc.);
• (v) Websites with illegal, false, or deceptive investment advice;
• (vi) Websites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.);
• (vii) Websites that are under construction or incomplete;
• (viii) Websites with extremely limited audiences or viewership (less than 50 unique visitors per day);
• (ix) Websites that contain any content violating Maltese laws in general, or the laws of any other country if applicable. In particular, those which violate Maltese Intellectual Property, personal data, or privacy laws. Publisher's Website(s) shall not violate any law, regulation, rule or custom or violate, infringe or misappropriate any person's or entity's rights, including without limitation any property or privacy rights, including intellectual property rights, such as copyrights, trademark rights or rights in name or likeness;
• (x) Websites present no added value to the users.

2.2.2. Traffic Bull does not control or monitor the Publisher's Website(s). However, a Website may be brought to its attention or may be checked for any reason. If Traffic Bull determines that Publisher's Website(s) includes any forbidden content, Traffic Bull may close Publisher's account without prior notification. In such a case, as a penalty for the breach of this Agreement, Publisher shall not be entitled to the payment of any amounts remaining in its Administration Panel, regardless of any other or further liability incurred by the Publisher.

2A. ACCOUNT REGISTRATION, VERIFICATION AND SANCTIONS COMPLIANCE

2A.1. Eligibility

2A.1.1. The Services are intended for businesses. An Account may be opened by a legal entity, or by a natural person acting in the course of a registered trade, business or profession (including a registered sole trader or individual entrepreneur). Traffic Bull may, at its sole discretion and subject to enhanced verification under Section 2A.2, accept an Account application from a natural person who is not so registered; in that case, You acknowledge that You act for business purposes, that these T&Cs are concluded between traders, and that Traffic Bull may charge value added tax and apply such other conditions as it deems necessary.

2A.1.2. Traffic Bull may accept or decline any Account application, or any Insertion Order, at its sole discretion and without being obliged to give reasons.

2A.2. Verification ("Know Your Customer")

2A.2.1. Traffic Bull may at any time, before or after opening an Account and as a condition of continued use of the Services, require You to provide: (i) a valid government-issued identity document of the Account Holder or of its authorised representative; (ii) proof of the Account Holder's registered and operating address; (iii) evidence of business registration, tax or VAT identification numbers and, where applicable, an extract from the relevant commercial or entrepreneur register; (iv) information on beneficial ownership and control; (v) information on the source of funds used to prepay advertising budgets; and (vi) any other information or documents reasonably required by Traffic Bull, its payment providers or applicable law.

2A.2.2. Traffic Bull may verify the information provided with third-party identity-verification, business-registry and screening providers. You consent to such verification.

2A.2.3. If You fail to provide requested information within ten (10) days, or if Traffic Bull is unable to verify the information to its satisfaction, Traffic Bull may decline, suspend or terminate the Account and, where permitted by law, withhold funds until verification is complete.

2A.3. Sanctions and Restricted Territories

2A.3.1. You represent and warrant, on the date of acceptance of these T&Cs and continuously thereafter, that: (i) neither You nor any of Your directors, officers, beneficial owners or controlling persons is a Sanctioned Person; (ii) You are not located, incorporated, registered or ordinarily resident in, and do not operate the Services from, a Restricted Territory; (iii) Your official registered address and Your actual operating address as declared to Traffic Bull are true, complete and current; (iv) no funds used to prepay Your advertising budget originate from a Sanctioned Person or a Restricted Territory; and (v) You will not use the Services, directly or indirectly, for the benefit of a Sanctioned Person or to direct traffic to or from a Restricted Territory where prohibited by Sanctions.

2A.3.2. You shall notify Traffic Bull in writing without delay if any representation in Section 2A.3.1 ceases to be true. Providing an alternative, incomplete or misleading address, or otherwise seeking to conceal a connection with a Sanctioned Person or Restricted Territory, constitutes a material breach of this Agreement and a fraudulent misrepresentation.

2A.3.3. Traffic Bull screens Account Holders against Sanctions lists and politically-exposed-person lists at onboarding and periodically thereafter. Where Traffic Bull determines, or reasonably suspects, that You are a Sanctioned Person or connected with a Restricted Territory, Traffic Bull may without notice decline or terminate the Account, refuse or reverse payments, and freeze any balance to the extent required by applicable Sanctions. Traffic Bull shall have no liability to You for any action taken in good faith under this Section, and shall not be obliged to give reasons where doing so is prohibited by law.

2A.4. Accuracy of Account Information

2A.4.1. You shall keep all Account information (including legal name, registered and operating address, tax status, beneficial ownership, contact details and payment details) accurate and up to date at all times. Any material misrepresentation in Account information is a material breach of this Agreement.

3. SUB-PUBLISHERS

3.1. Duty to Inform

3.1.1. Publishers who are operating a network with Sub-Publishers themselves hereby guarantee to communicate this Agreement to their Sub-Publishers and to monitor and enforce their compliance with these T&Cs.

3.2. Liability for Sub-Publishers' Conduct

3.2.1. Publishers will be held solely liable for any breach of the T&Cs found herein by their Sub-Publishers.

4. RESPONSIBILITY FOR CONTENT & RESTRICTIONS

4.1. Responsibility for Content

4.1.1. Without prejudice to other provisions to this regard herein, You are solely responsible for all matters arising out of or in connection with any Content provided by You including, without limitation, for ensuring the Content's compliance with this Section 4 and preventing any violation to third party rights with respect thereof.

4.1.1.1. Traffic Bull hereby warrants and represents that:

• (i) will only accept on its platform content uploaded from verified content providers.
• (ii) has the right to review all uploaded content prior to publication to ensure it is not illegal or otherwise in violation of the applicable, laws, regulations, declarations, and guidelines.
• (iii) fully controls its platform used for live streaming, including real-time monitoring and content removal.
• (iv) allows a person depicted in content to appeal for its removal.
• (v) With respect to content that is potentially illegal or otherwise in violation of the applicable laws, regulations, declarations, and guidelines (a) not use such content to draw users to the website, (b) have a complaint process for the reporting, review, and if warranted, removal of such content, and (c) provide monthly reports to the acquirer of such flagged content, along with any complaints received and relevant actions are taken in response.

4.1.1.2. Traffic Bull further disclaims any guarantee as to the assurance that any Content will be to Your satisfaction. You acknowledge and agree that by using the Services:

• (i) You may be exposed to Content that is offensive, indecent, or objectionable; and
• (ii) the Content provided by Advertisers, Publishers or any third parties may contain errors or omissions. In this regard, You further acknowledge and agree that Traffic Bull does not screen or review any Content posted or published through the Services for material which may be deemed offensive, indecent, objectionable, or for possible libel, falsehoods, defamatory material, errors, or omissions contained therein. Under no circumstances may Traffic Bull be liable, in any way, for any Advertiser, Publisher or other third-party Content, including, but not limited to, for any defamation, falsehoods, errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use or publication of any such Content posted, delivered or otherwise transmitted through the Services.

4.1.1.3. You represent and warrant to be solely liable for:

• (i) obtaining all necessary consents, permissions, licenses, and waivers from copyright owners, artists, actors, directors, performers, writers, producers, or any other individuals who appear in the Content or the results and proceeds of whose services are utilized in the Content.
• (ii) obtaining the written consent of persons depicted, and identity and age verification of persons depicted.
• (iii) allowing a person depicted in content to appeal for its removal.
• (iv) having a process for verifying the age and identity of third-party users that upload or generate content.
• (v) do not use terms that give the impression that its content contains child exploitation materials or depiction of nonconsensual activities.
• (vi) do not use any illegal or Prohibited Content to draw users to the website.
• (vii) having a complaint process for the reporting, review, and if warranted, removal of such content;
• (viii) obtaining any required synchronization and master use licenses from the owners of the musical compositions and sound recordings embodied in the Content, if any.
• (ix) any payments pertaining to labour unions and guilds, to the extent required under applicable law or collective bargaining agreements or otherwise.
• (x) obtaining public performance licenses from public performance rights collection organizations, if applicable.
• (xi) complying with all laws, rules, and applicable regulations.
• (xii) any Prohibited Content; and
• (xiii) abiding by all the terms of these T&Cs.

4.1.1.4. You hereby undertake to hold and keep Traffic Bull harmless and indemnified, at all times, against any damage, loss, or otherwise liability arising out of or in connection with Your Content in accordance with Sections 4.1.1.1, 4.1.1.2 and 4.1.1.3 hereinabove. You further undertake to keep Traffic Bull informed, at all times, about any infringement or suspected infringement of intellectual property rights You may become aware of.

4.2. Content Preservation and Disclosure

4.2.1. You expressly acknowledge and agree that Traffic Bull may preserve Content and may also disclose Content, should it be required to do so by law or, in accordance with these T&CS, as it may be reasonably construed as necessary to (i) comply with legal process; (ii) enforce these T&Cs; (iii) respond to claims that any Content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Traffic Bull, the Advertisers, the Publishers or the public. You acknowledge and agree that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements for connecting networks or devices.

4.3. Content Restrictions

4.3.1. Nothing in these T&Cs shall be construed to grant, by implication, estoppel, or otherwise, any license or right to use any Content accessed via the Services without the prior written consent of that Content owner. Any and all rights not explicitly granted herein are reserved to Traffic Bull, its subsidiaries or third-party Content owners. Traffic Bull may not, under any circumstance, be deemed liable for the: (i) selection, acquisition, distribution and licensing of Content; or (ii) acquisition and payment of any third-party licenses, rights clearances, or other permission needed from unions, guilds or other entities to use Content in the manner authorized by You in Your Account. You are solely responsible for maintaining copies of the Content and shall take precautionary measures to back up and protect it. Traffic Bull has no obligation to provide You, any Advertiser or Publisher or another third party, with backup or archival copies of any Content uploaded or distributed through the Services.

4.4. Prohibited Content

4.4.1. You hereby undertake to refrain from using the Services to upload, download, post, e-mail, transmit, transfer, distribute, advertise, display or link Content that:

• (i) promotes or facilitates human trafficking, sex trafficking, or physical abuse.
• (ii) depicts minors, incest, bestiality, rape (or other non-consensual sexual behaviour), and non-consensual mutilation of a person or body part.

(ii-bis) promotes, advertises or facilitates prostitution, escort services or any other commercial sexual services, or the sites, directories or aggregators thereof, save as expressly approved as Regulated Content under Section 4A; for the avoidance of doubt, Advertising Material of this kind may never be targeted at, delivered to, or made accessible to users located in the United States of America.

• (iii) advertisers of tobacco-related products including but not limited to e-cigarettes, loose tobacco, etc…
• (iv) advertising of IP-Infringing products/services such as but not limited to Cyberlocker merchants, VOD platforms offering unlicensed content, ads or landing pages using unlicensed content.
• (v) promote illegal activity or provide instructions for illegal activity.
• (vi) exploits images or discloses personally identifiable information of children under eighteen (18) years of age or otherwise harms minors in any way.
• (vii) You do not have the right to use for the purposes of the Services including, without limitation, Content which You do not have the right to transmit under any law or regulation or under contractual or fiduciary relationships including but not limited to insider information and confidential information learned or disclosed as part of employment or agency relationships or pursuant to nondisclosure agreements.
• (viii) is unlawful, harmful, threatening, abusive, violent, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of privacy or publicity rights, hateful or racially, sexually, ethnically, or otherwise objectionable.
• (ix) infringes the intellectual property or proprietary rights of any third party or contributes to inducing or facilitating such infringement.
• (x) is in any way related to any raffle, sweepstakes, contest or game requiring a fee by participants.
• (xi) is directly or indirectly used for "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation.
• (xii) is directly or indirectly, be used as or for "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 ("CAN-SPAM Act").
• (xiii) contains any malicious or invasive software, that could diminish the quality of, interfere with the performance of, or impair the functionality of the Services; or
• (xiv) contains advertisements, offers for sale, or the sale of any item You are prohibited from advertising or selling by any applicable local, state, national, or international law, including regulations having the force of law, or advertisements, offers for sale, or the sale of: firearms, explosives, or weapons; food that is not packaged or does not comply with all laws governing the sale of food to consumers by commercial merchants; alcoholic beverages; tobacco products for human consumption including, without limitation, cigarettes and cigars; items that are indecent or obscene, that are hateful or racially, sexually, ethnically or otherwise objectionable, that contain child pornography; any items that are counterfeit or stolen; any dangerous items; any goods or services that do not in fact exist; any registered or unregistered securities; any items that violate or infringe the rights of Advertisers, Publishers or otherwise third parties; any items that You do not have the legal right to sell; any items that, if doing so through Traffic Bull or the Services, would cause Traffic Bull to violate any law (all of the foregoing prohibited uses set forth under this Section are severally and indistinctly referred to herein as the "Prohibited Content").

4.5. Circumvention of Advertiser or Publisher's Ownership Rights

4.5.1. You acknowledge and agree that the right of access to the Advertiser or Publisher's Content, granted to You on or through the Services, is strictly limited to the terms of those rights that You should have obtained in connection with the receipt of the Content itself. Except as explicitly permitted, You may not copy, reproduce, modify, publish, transmit, transfer or sell, maintain, retain, create derivative works from, distribute or re-distribute, perform, link, display or in any way exploit any Content to which You have gained access through the Services, including, without limitation, by incorporating data, and or Content from the Services into any e-mail, search, catalogue, directory, or other "white pages" products or service, whether browser-based, based on proprietary client-site applications, web-based, or otherwise. You understand, agree and acknowledge that engaging in any of the aforementioned conduct may constitute a crime and another form of unlawful behaviour for which You may be held criminally and civilly liable.

4A. REGULATED CONTENT

4A.1. Certain categories of Advertising Material are lawful only in specific jurisdictions or only where the advertised business holds a licence, registration or other authorisation ("Regulated Content"). Regulated Content includes, without limitation: (i) escort, companionship or other adult services where such services are lawful and licensed in the target jurisdiction; (ii) gambling and betting (see also Section 13.2.1(xiii)–(xiv)); (iii) cannabidiol products (see also Section 23.4); (iv) pharmaceuticals, medical devices and health claims; (v) financial services, investments and crypto-assets; and (vi) any other category designated as Regulated Content by Traffic Bull in the Administration Panel or Compliance Rules from time to time.

4A.2. Regulated Content is prohibited unless and until Traffic Bull has given its prior written approval for the specific Advertising Material, landing pages, destination sites and target jurisdictions. Approval may be conditioned on the Advertiser: (i) providing evidence of any licence, registration or authorisation required in each target jurisdiction (for example, a licence under the Netherlands Wet regulering sekswerk for sex-work services); (ii) restricting delivery to those jurisdictions by geo-targeting, which Traffic Bull may verify and enforce; (iii) disclosing every destination to which traffic may be redirected, including rotating or "smart-link" destinations, and warranting that each destination is licensed and compliant; (iv) implementing age verification where required; and (v) such other conditions as Traffic Bull may specify.

4A.3. Approval of Regulated Content does not constitute a representation by Traffic Bull that the Advertising Material is lawful, and does not relieve the Advertiser of sole responsibility for compliance in each jurisdiction targeted. Traffic Bull may withdraw approval, pause or remove Regulated Content at any time without liability, including where the law of a target jurisdiction changes or where Traffic Bull, its Publishers or its payment providers so require.

4A.4. The Advertiser shall indemnify Traffic Bull in accordance with Section 18 against any claim, fine, penalty, chargeback, loss of payment-processing facilities or other loss arising from Regulated Content.

5. SERVICES AND OTHER LEGAL RESTRICTIONS

5.1. Services Restrictions

5.1.1. You are expressly prohibited from:

• (i) selling, renting, leasing, sublicensing otherwise transferring or distributing any copies of the Services to third parties;
• (ii) modifying, translating, reverse engineering, decompiling, or disassembling the Services or altering any accompanying documentation;
• (iii) creating derivative works based upon the Services;
• (iv) altering, destroying or otherwise removing any proprietary notices, images or logos displayed, provided on or embedded within the Services;
• (v) restricting or inhibiting others' use or enjoyment of the Services;
• (vi) gaining unauthorized access to other Accounts;
• (vii) impersonating or otherwise misrepresenting any person or entity, or making false or misleading indications of origin or fact;
• (viii) interfering with or disrupting the Services or Traffic Bull's servers or networks connected thereto, or disobeying any requirements, procedures, policies or regulations of networks connected to the Services;
• (ix) collecting or storing personally identifying information about other Advertisers, Publishers or other users for unwarranted or unlawful purposes;
• (x) impersonating any person or entity, including, but not limited to Traffic Bull, its officials or employees, or falsely stating or otherwise misrepresenting Your affiliation with a person or entity or employing misleading e-mail addresses or falsifying information in the header, footer, return path, or any part of any communication, including e-mails transmitted through the Services; and
• (xi) any activities that constitute or aid in software piracy, including but not limited to making available tools that can be used for no purpose other than for "cracking" software or other copyrighted Content (all of the foregoing prohibited activities set forth under this Section 5.1 are severally and indistinctly referred to herein as the "Prohibited Activities").

5.2. Other Legal Restrictions

5.2.1. The Services may not be used to intentionally or unintentionally violate any applicable local, state, national or international law, including, without limitation, any rules of any national or other securities exchange and any regulations having the force of law or to sell, purchase, or offer to sell or purchase any registered or unregistered securities, upload, post, email, or otherwise transmit or post links to any material that is false, misleading, or designed to manipulate any equity, security, or other markets. Should any event of a violation of the provisions found herein result in the compulsory requirement of filing output video, Traffic Bull reserves the right to charge any reasonable fees for the cost of encoding, streaming and hosting said videos. You agree to comply with all applicable laws, rules and regulations that apply to the use of the Services. You, and not Traffic Bull, shall be responsible for ensuring that Your use of the Service does not constitute a criminal offence, give rise to civil liability or otherwise violate any applicable law, regulation or ordinance, including, without limitation, EU and U.S. law regarding the transmission of copyrighted, trademarked Content or personally identifiable information or controlled technical data. You further undertake not to (i) fail to comply with and perform under Insertion Orders submitted by means of Your use of the Services, subject to any specific terms and conditions governing such Insertion Orders; (ii) submit or enter into any Insertion Order where You do not intend to perform under or fulfil the obligations undertaken thereof; or (iii) Submit or enter into any Insertion Order, whether as an Advertiser or Publisher, that You are prohibited from entering into, performing or otherwise carrying out to term, by any law applicable to You in Your jurisdiction. The responsibility for ensuring compliance with all such laws shall be Yours alone. By submitting an Insertion Order, You represent and warrant that You have the legal right to do so, subject to the terms and conditions set forth thereunder.

6. ADVERTISER’S RIGHT TO RESELL TRAFFIC

6.1. Subject to the terms found in this Section 6, Traffic Bull hereby authorizes the Advertiser (hereinafter in this Section referred to as the “Reseller”), during the term of this Agreement, to resell any of its rejected traffic that it acquired through the Services to its third-party customers.

6.2. Such resale right is conditional on Reseller making each of its third-party customers subject to an agreement having terms as protective of Traffic Bull as the terms of this Agreement.

6.3. The Reseller warrants that it will cause its third-party customers, by virtue of a separate agreement, to comply with all the obligations specified herein, particularly Sections 16 and 17 of this Agreement.

6.4. In addition to Section 18 of this Agreement, given the importance of the Privacy and Security Laws, and the Anti-Spam Laws, Traffic Bull shall impose upon the Reseller a penalty of sixteen thousand American dollars ($16,000) for each separate unlawful email that has been sent by any of its third-party customers in connection with the Reseller’s rejected traffic acquired through the Services.

6.5. The Reseller shall perform ongoing monitoring for potential abuse by its third-party customers to whom rejected traffic acquired through the Services was or is being sold. The Reseller’s obligation to perform constant monitoring should include but is not limited to seed testing of links belonging to its third-party customers, verifying content displayed by its third-party customers and checking whether the URLs used by its third-party customers are compliant with the provisions of this Agreement.

6.6. Upon request or in case of a breach of this Section 6, the Reseller must promptly provide Traffic Bull with all the relevant details relating to the Reseller’s third-party customers to whom rejected traffic acquired through the Services was sold.

7. MISUSE

7.1. Prohibition of Unfair Methods or Inadmissible Means

7.1.1. Any form of misuse, i.e. procuring business transactions by unfair methods or inadmissible means that violate applicable law or this Agreement, is prohibited.

7.2. Fraudulently Procuring Business Transactions

7.2.1. In particular, Publishers are prohibited from attempting to obtain commissions by procuring business transactions themselves or through a third person using the Advertising Material, tracking links and/or other technical aids provided to them in the context of the Traffic Bull Network using one or several of the following methods:

• (i) Fraudulently pretending or faking business or transaction, for example by entering third party data without authorization or by providing false or non-existing data when ordering goods or registering online;
• (ii) Using Advertising Material that enables tracking although it is not displayed at all, not visible or not in the manner and/or size stipulated by the Advertiser;
• (iii) Brand-bidding.

7.3. Consequence of Misuse

7.3.1. Any form of misuse will lead to the blocking of the Publishers' accounts immediately. In this case Publishers may raise an objection (i.e. via letter, fax, e-mail) within a month in order to provide a statement and evidence that the chosen form of advertising has been in accordance with this Agreement. If the Publisher cannot disprove the breach of this Agreement, Traffic Bull will issue a notice of termination. In the event of termination, the Agreement will be wound up and liquidated pursuant to the stipulations of Section 14 of this Agreement. As a penalty for the breach of this Agreement, the Publisher shall not be entitled to any remuneration, regardless of any other or further liability incurred by the Publisher.

7.4. Fraudulent Impressions

7.4.1. Traffic Bull's ad server will be the official counter for determining the number of Advertising Material delivered under and the amounts payable under this Agreement. Counts of impressions or clicks will be decided solely on the basis of reports generated by Traffic Bull Advertising Network. Any method to artificially and/or fraudulently inflate the volume of impressions or clicks is strictly forbidden. These prohibited methods include but are not limited to: framing an ad-banner's click-through destination, auto-spawning of browsers, running 'spiders' against the Publisher's own Website, automatic redirecting of users or any other technique of generating automatic or fraudulent (as determined by Traffic Bull, acting reasonably, or based on industry practices) click-through and/or impressions.

7.4.2. Advertising Material may not be placed on a page which reloads automatically.

7.4.3. Publisher may not require users to click on Advertising Material prior to entering a Website or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material.

7.4.4. Publisher's click-throughs of any link other than Traffic Bull's Advertising Material or use of any other means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, Traffic Bull may terminate this Agreement without prior notification. Such termination is at the sole discretion of Traffic Bull and is not in lieu of any other remedy available at law or equity.

7.4.5. Publisher(s) will indemnify and hold Traffic Bull harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from their infringement of this Agreement.

8. PUBLISHER PAYMENT

8.1. Payments

8.1.1. Publisher payments are to be made bi-weekly via Paxum or wire transfer in U.S. Dollars only.

8.1.2. To receive payment, Publishers must reach the minimum payout limit as established by Traffic Bull i.e. $100 when effecting payment via Paxum and $1000 when effecting payment via wire transfer. The said thresholds may be updated from time to time at Traffic Bull's sole discretion.

8.1.3. Traffic Bull shall pay Publisher for Advertising Material actually delivered by Publisher to each of Publisher's Space(s) approved by Traffic Bull.

8.2. Invoicing

8.2.1. Publisher may request a payout of their account balance by visiting the "Wallet" section found on the Publisher Funds page and clicking on "Request Payout".

8.2.2. Any Publisher residing in the European Union who has provided a VAT number, expressly warrants that such VAT number is, in its own country, valid for the issuance of VAT-exempt invoices to Traffic Bull.

8.2.3. The Publisher expressly accepts to be solely liable for any error, direct or indirect loss or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties and, accordingly, the Publisher will hold Traffic Bull totally harmless from any of the said errors, direct or indirect loss or damages.

8.2.4. In case there is any claim, administrative proceedings from any authority, dispute or conflict, in any way due to the inaccuracy or non-compliance of such data provided by the Publisher, Traffic Bull is expressly authorized to retain any payments due to the Publisher until the such incident has been resolved, and also obtain direct compensation from those amounts retained in case Traffic Bull suffers any loss or damage.

8.3. Liability for Publisher's Revenue

8.3.1. Publisher understands and agrees that Traffic Bull acts solely as a third party for the Advertisers; and that Traffic Bull shall only be liable to Publisher for Publishers Revenue based on payments from Advertisers that it has received without restrictions that constitute immediately available funds to Traffic Bull. Publisher agrees that (i) Traffic Bull shall have no liability or obligation to Publisher for payments due but unpaid from Advertisers; (ii) Publisher will only assert any claims therefore directly against the Advertisers; (iii) Publisher shall hold Traffic Bull harmless and indemnify it from any claims or liability related to such unpaid amounts. Traffic Bull agrees to make every reasonable effort to bill, collect and clear payment from the Advertisers on a timely basis. Traffic Bull reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein.

8.4. Other Expenses

8.4.1. Traffic Bull assumes no responsibility for paying any income taxes, banking commissions or currency fees on behalf of the Publisher. By participating in the Traffic Bull Network, the Publisher assumes complete and sole responsibility for any taxes, banking commissions or currency fees owed as a consequence thereof.

8.5. Right to Withhold, Stop or Cancel Payment

8.5.1. Traffic Bull is entitled to withhold, stop, or cancel any payments due to Publisher, or disclose any information regarding the Publisher, should it be required to do so by a court or administrative authority.

9. ADVERTISING MATERIAL

9.1. Traffic Bull JavaScript Tag

9.1.1. Publisher(s) shall place the Traffic Bull JavaScript tag on all appropriate pages within its website(s). Publisher(s) shall not alter, sell or disclose the Traffic Bull JavaScript tag in any way without Traffic Bull's prior written consent. The Traffic Bull JavaScript tag for Advertising Material may not be used on a web page other than one located at an approved website and may not be distributed or submitted to any newsgroup, e-mail distribution list, chat room, guest book, or other location that hasn't been approved by Traffic Bull.

9.2. Recording of Service Counts

9.2.1. Traffic Bull has the sole responsibility for the calculation of statistics, including Impressions, click-through rate, revenues, and eCPM. EST Time shall be the time period for traffic and tracking purposes. Statistics shall be available to the Publisher online in the Traffic Bull Administration Panel. Publisher understands that Traffic Bull's online statistics may not be 100% accurate and that Traffic Bull may make adjustments to Publisher's online statistics. In the event that coding on Publisher's Space(s) generates a substantial number of erroneous impressions due to a technical problem such as server malfunction, coding alteration or a mistake in entering code, Traffic Bull reserves the right to withhold payment on all Impressions and clicks delivered by Publisher.

9.3. Volume of Impressions

9.3.1. Traffic Bull cannot guarantee any volume of traffic. Impressions can differ from one day to another following the performances of the site targeted.

9.4. Ad Serving Platform

9.4.1. Statistics of Impressions and revenues will be provided by Traffic Bull. Ad serving Platform shall govern this Agreement.

10. ADVERTISING BUDGET

10.1. Prepayment

10.1.1. The Advertiser must prepay its advertising budget through credit card, wire transfer or Paxum. The Advertiser shall pay all charges in U.S. Dollars, according to the currency set up in Traffic Bull's Administration Panel.

10.1.2. The Advertiser's account shall only be accredited, and traffic shall only ensue once payment has been duly received.

10.1.3. Prepayments must originate from a bank account, card or e-wallet (including Paxum) held in the name of the Account Holder as verified under Section 2A. Traffic Bull may reject, hold or return any payment received from a third party or from an unverified source, and may hold funds pending completion of verification. Traffic Bull may decline any payment method at its discretion.

10.1.4. Prepaid balances are not deposits, do not bear interest and are not held in trust. Traffic Bull may, to the extent required by applicable law or Sanctions, freeze any balance.

10.1.5. Where the Advertiser is established in the European Union and has provided a valid VAT identification number, invoices will be issued under the reverse-charge mechanism. Where the Advertiser has not provided a valid VAT identification number, or is a natural person not registered for VAT, Traffic Bull may charge Maltese or other applicable VAT on top of the advertising charges. The Advertiser is responsible for the accuracy of its tax status and shall indemnify Traffic Bull for any tax, interest or penalty arising from inaccurate information.

10.2. Charges Exclusive of Taxes

10.2.1. Customer is responsible for paying all taxes, government charges, and reasonable expenses and attorney's fees Traffic Bull incurs collecting unpaid amounts. Charges are solely based on Traffic Bull Ad Serving Platform measurements, unless otherwise agreed to in writing. Nothing in these Terms or Insertion Order may oblige Traffic Bull to do credit to any party.

10.3. Billing and Payment Information

10.3.1. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to Traffic Bull may be shared with companies who work on Traffic Bull's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Traffic Bull and servicing Advertiser's account.

10.4. Consequences of Breach

10.4.1. Traffic Bull reserves the right to withhold deposit or charge Advertiser's account due to any breach of this Agreement by Advertiser.

11. ADVERTISER REFUND POLICY

11.1. Delivered Ad Impressions

11.1.1. No refunds will be issued for Ad impressions which are delivered on the Publisher's Space.

11.2. Advertiser Dissatisfaction

11.2.1. Once an Advertiser makes an initial deposit in the Traffic Bull Ad Serving Platform, the Advertiser has one (1) month from the last payment date to ask for a refund of the balance remaining in the account if he isn't satisfied with the Traffic Bull Network and has remained in full compliance with this Agreement. Notwithstanding, the granting of such a refund is entirely at the sole discretion of Traffic Bull and will be determined on a case-by-case basis.

11.2.2. If it is the case that the Advertiser's account balance is less than Advertiser's minimum withdrawal amount, no refund shall be granted.

11.2.3. Advertisers which are terminated by Traffic Bull for violating these Terms and Conditions are not entitled to a refund.

11.3. Compliance Conditions on Refunds

11.3.1. Any refund is subject to completion of verification under Section 2A and to Traffic Bull's anti-fraud, anti-money-laundering and Sanctions checks. Refunds are made only to the payment method and account from which the funds were originally received, net of any processing costs, penalties or amounts owed to Traffic Bull. No refund will be made where funds are frozen under applicable law or Sanctions, or where an Account was declined or terminated under Section 2A.3, except to the extent required by law.

12. PUBLICITY

12.1 You grant Traffic Bull a non-exclusive, royalty-free licence to use Your trade names, trademarks and logos to identify You as a Publisher or Advertiser on the Traffic Bull Network in client lists, case studies, presentations and marketing materials, provided that no endorsement by You is implied and Your marks are reproduced without alteration. You may withdraw this permission at any time by disabling the "Publicity" option in Your Administration Panel or by written notice to Traffic Bull; Traffic Bull will make no new use of Your marks after withdrawal and will remove them from materials under its control within thirty (30) days.

13. REPRESENTATIONS & WARRANTIES

13.1. Warranties of Publisher

13.1.1. Publisher(s) represents and warrants to Traffic Bull that:

• (i) All content, products, and services on the Publisher's Space(s) are legal to distribute, that it owns or has the legal right to use, and will not infringe, any and all copyrights, trademarks, patents or other proprietary rights;
• (ii) The Publisher's Space(s) do not, and will not during the term of this Agreement, contain any material described in Section 4 of this Agreement;
• (iii) The Publisher's Website(s) are free of any "worm", "virus", "malware" or another device that could impair or injure any person or entity;
• (iv) It is generally familiar with the nature of the Internet and will comply with all rules and regulations that may apply; and it will conduct its business in compliance with all applicable laws, rules and regulations;
• (v) It has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein, and the execution of this Agreement and the performance of its obligations by Publisher(s) will not conflict with or cause a breach or violation of any agreement, law, regulation or other obligation to which Publisher(s) is a party or subject to; and
• (vi) The Publisher(s) must respect the prohibition of unsolicited advertisement ("Spam") when sending Advertising Material via email or via any other equivalent electronic communications means, as further detailed in Section 17. Therefore, the consent of each and every recipient is to be obtained prior to sending e-mails or electronic communications; should Traffic Bull so request, the Publisher(s) must provide written evidence that such consent has been granted.
• (vii) It complies with Section 16 in respect of End-User Data, including maintaining a compliant privacy notice that discloses the use of third-party advertising technology and the transmission of End-User Data to Traffic Bull and Advertisers, and holding a valid lawful basis (and, where required, consent) for such transmission; and
• (viii) It does not, and will not, transmit to the Services any Tracking Parameter containing directly identifying End-User Data in breach of Section 16.11, any special-category data within the meaning of Article 9 GDPR, or any data relating to persons under eighteen (18) years of age.

13.2. Warranties of Advertiser

13.2.1. Advertiser(s) represents and warrants to Traffic Bull that none of the advertising provided contains:

• (i) Any material that consists of paraphilia or scatological activities;
• (ii) Any material that contains children or minors in adult or sexual situations;
• (iii) Any material that offers illegal products or services;
• (iv) Promotion of incentives for online activity to surf websites, click on ads or any activity that artificially enhances website or Advertiser metrics;
• (v) Promotion of violence, racial intolerance, or advocacy against any individual, group, or organization;
• (vi) Promotion of fake documents, copied material, or paper mills;
• (vii) Any unauthorized use of third-party trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner or is likely to dilute the value of a known trademark;
• (viii) Promotion of IP-Infringing products/services such as but not limited to Cyberlocker merchants, VOD platforms offering unlicensed content, ads or landing pages using unlicensed
• (ix) Promotion of drugs or any related paraphernalia;
• (x) Sales or offers of certain weapons, alcohol, tobacco or any related paraphernalia. Advertisements for electronic cigarettes are permitted but cannot contain tobacco;
• (xi) Promotion or any attempt to profit from human tragedy or suffering;
• (xii) Promotion of illegal activities that infringe on the rights of others, including intellectual property rights;
• (xiii) Promotion of gambling or online betting that allows U.S. registrations. Any gaming advertisement must be pre-approved, meet a minimum monthly budget requirement, and block U.S. registrations using geo-location and other advanced risk controls. Removing U.S. from the registration field is not considered sufficient. If You would like to advertise a gaming service, please contact us at advertising@trafficbull.com and detail Your services process for blocking U.S. registrations, and provide the expected monthly budget and planned geo-targeting;
• (xiv) Promotion of gambling websites where applicable regulations forbid such promotions. Any Advertiser wishing to promote gambling websites hereby warrants that he is legally entitled to promote such gambling sites and that he is fully entitled, pursuant to any applicable regulations, to do so through Traffic Bull Network and in the particular countries he wishes to advertise. The Advertiser also warrants that Traffic Bull will incur no liabilities in allowing Advertiser to promote the gambling websites. The Advertiser declares that he is in compliance and aware that certain jurisdictions forbid the promotion of gambling websites and require that gambling operators hold a valid license prior to allowing users from such jurisdictions to connect via IP addresses. Pre-approval received from Traffic Bull shall not be construed as Traffic Bull having checked Advertiser's compliance with the present clause and will not affect Advertiser's liability pursuant to its failure to comply with the representations and warranties set forth herein. Furthermore, Advertiser undertakes to ensure compliance with the present clause at all times.
• (xv) Any content that targets children of age 18 and younger;
• (xvi) Any content depicting minors, incest, bestiality, rape (or other non-consensual sexual behaviour), non-consensual mutilation of a person or body part;
• (xvii) Any material that does not respect particular advertising rules added in the Administration Panel for a specific Publisher's Website(s).
• (xviii) Any promotion of prostitution, escort or other commercial sexual services, or of directories or aggregators thereof, other than Regulated Content approved in writing under Section 4A and delivered only in the approved jurisdictions;
• (xix) Any Advertising Material or landing page that is unlawful in any jurisdiction to which the Advertiser targets or permits delivery. The Advertiser is solely responsible for geo-targeting its campaigns so that Advertising Material is delivered only where lawful; and
• (xx) Any use of End-User Data received through the Services other than as permitted by Section 16.10.

13.2.2. Advertiser will indemnify and hold Traffic Bull harmless of any liabilities, losses, or damages of any nature which are directly or indirectly derived from Advertiser's infringements of this Agreement.

14. TERMINATION

14.1. Termination at the Discretion of Traffic Bull, Advertiser or Publisher

14.1.1. Traffic Bull may at any time, in its sole discretion, immediately terminate this Agreement, or cancel any Ad(s) with or without cause. Traffic Bull will make commercially reasonable efforts to notify Advertiser(s), Publisher(s) and third parties of any such termination or cancellation within a reasonable period of time via e-mail.

14.1.2. Advertiser(s) may cancel any Ads and/or terminate this Agreement with or without cause at any time by deactivating a campaign in the Administration Panel.

14.1.3. Publisher(s) may cancel or terminate this Agreement by removing the Traffic Bull JavaScript Tag from the Publisher's Website(s).

14.2. Termination Upon the Non-Fulfilment of a Material Obligation

14.2.1. If either Party does not fulfil a material obligation defined in this Agreement, the other Party has the right to terminate this Agreement sixty (60) days following written notice to the Party in breach, provided that such material breach remains uncured, without prejudice of the right to claim the damages caused to the non-breaching Party.

14.3. Suspension and Investigation

14.3.1. Without prejudice to Sections 14.1 and 14.2, Traffic Bull may immediately suspend the Account, any campaign, any payout or any prepaid balance, in whole or in part, where Traffic Bull reasonably suspects (i) fraud, invalid traffic or misuse under Section 7; (ii) a breach of Sections 2A, 4, 4A, 16, 17 or 23; (iii) a failure to complete verification under Section 2A; (iv) a request, order or enquiry from a court, regulator, law-enforcement agency, payment scheme or payment provider; or (v) any other circumstance presenting a material legal, regulatory, reputational or payment-processing risk to Traffic Bull.

14.3.2. A suspension may continue for as long as reasonably necessary to investigate and resolve the matter. Traffic Bull will inform You of the suspension and, where lawful and practicable, of its grounds; Traffic Bull is not obliged to disclose grounds where doing so would breach applicable law or prejudice an investigation. Traffic Bull may withhold funds during suspension and may set off against any balance any penalty, chargeback, fine, cost or loss arising from the matter under investigation. Traffic Bull shall have no liability for any suspension effected in good faith under this Section.

15. CONFIDENTIALITY

15.1. Duty of Non-Disclosure

15.1.1. You agree not to disclose Traffic Bull Network Confidential Information without Traffic Bull's prior written consent. "Confidential Information" includes without limitation: (i) all Network software, technology, programming, technical specifications, materials, guidelines and documentation You learn, develop or obtain that relate to the Traffic Bull Network; (ii) click-through rates or other statistics provided to You by Traffic Bull; and (iii) any other information designated in writing by Traffic Bull as "confidential" or any designation to the same effect.

15.1.2. Traffic Bull Network Confidential Information does not include information that has become publicly known through no breach by You or Traffic Bull, or information that has been (i) independently developed without access to Traffic Bull Network Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.

15.1.3. The Confidential Information shall not be used for any other purpose rather than the scope of these Terms.

15.1.4. In the event of a breach of the disclosing Party shall be entitled to claim immediate specific performance of the receiving Party, without prejudice to its legal rights.

15.1.5. The obligation under this section shall survive the termination, however so arising for a three (03) years period.

15.2. Exceptions

15.2.1. Publisher acknowledges that Traffic Bull might be ordered by a Court of Administrative Authority to disclose information regarding the services being provided to the Publisher or to disclose Publisher's identity under certain circumstances and specially where Publisher's Website(s) contains or links to unauthorized copyrighted material from third parties. Traffic Bull will be fully entitled to disclose such information upon receiving a request for disclosure from a Court or Administrative Authority which Traffic Bull reasonably deems as being competent to issue such request.

16. DATA PROTECTION

16.1. Each Party shall include conspicuously on its website(s) or apps, a Privacy Policy that is compliant with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and with all other Data Protection Laws as defined in the Definitions section of these T&Cs.

16.2. Such Privacy Policy must be found in a concise, transparent, intelligible, and easily accessible form, and must describe, among other things, how such Party collects, uses, stores, and discloses users' personal data if any is collected, including without limitation e-mail addresses, and instructs users how to opt-out of such practices.

16.3. Traffic Bull has a Privacy Policy on its website which explains the use it makes of personal data that You provide to Traffic Bull or that it gathers from You and the measures Traffic Bull takes to protect Your privacy. The Privacy Policy also details how You may request Traffic Bull to amend or delete Your personal data from its records as well as how to request that Traffic Bull ceases all contact with You. Please read the Privacy Policy carefully as once You start using our services You will be regarded as having read and accepted such terms.

16.4. In accordance with Traffic Bull's Privacy Policy, Traffic Bull may transfer Your personal data to providers who require access to Your personal data in order to provide the services that Traffic Bull has hired from them, and with whom Traffic Bull has subscribed confidentiality and data processing agreements that are necessary and mandatory by the privacy protection regulation. Some of the technology service providers hired by Traffic Bull are located in countries that do not have a data protection regulation equivalent to that found in the European Union [EU] and the European Economic Area [EEA], that is, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation). These service providers have signed the confidentiality and data processing agreements required by the said regulation, which apply the necessary warranties and safeguards to preserve Your privacy. For further information regarding warranties to Your privacy, You may contact Traffic Bull electronically or by post as indicated in the Privacy Policy.

16.4.1. Publisher's Privacy Policy available to end users provides that third-party advertisers may place cookies on the browsers of visitors to Publisher's Website(s). In accordance with Directive 2009/136/EC of the European Parliament and of the Council of 25 November 2009 amending Directive 2002/22/EC on universal service and users' rights relating to electronic communications networks and services, Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector and Regulation (EC) No 2006/2004 on cooperation between national authorities responsible for the enforcement of consumer protection laws, Publishers must provide end users with clear and comprehensive information regarding any devices (such as cookies or local shared objects) in use on their websites for storing information in the User's terminal equipment or retrieving already stored information from the said terminal equipment. Publishers must also implement an opt-in system which ensures that prior and informed consent is obtained from end users in the European Union before any such devices are used or installed in the end user’s terminal equipment.

16.4.2. Traffic Bull makes the cookies information available to the Publisher in its Cookies Policy, shall the Publisher be obliged to disclose detailed information on Publisher Website(s) regarding the cookies being placed by Traffic Bull on the browsers of visitors to Publisher's Website(s).

16.5. Each Party warrants to the other that, during the term of this Agreement, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection), such as the CAN-SPAM Act 2003 (USA), Canada Anti-Spam Legislation 2014 (CASL) or any other federal or state law or regulation applicable to electronic marketing. More information in this regard can be found in Section 17 below.

16.6. The Parties shall cooperate reasonably with each other to ensure each Party's compliance with this Section 16.

16.7. Roles of the Parties in respect of End-User Data

16.7.1. The Publisher is the controller of the personal data of End Users of its Publisher's Space(s). The Publisher is solely responsible for the lawfulness of the collection of End-User Data and of its transmission to the Services, for the privacy notice shown to End Users, and for obtaining any consent required by Data Protection Laws (including for cookies and similar technologies, for advertising identifiers, and for direct marketing by electronic means).

16.7.2. Traffic Bull processes End-User Data (i) as a processor on behalf of the Account Holder for the purposes of delivering, targeting, measuring, attributing and billing Advertising Material, in accordance with the Platform DPA, which is hereby incorporated into and forms part of these T&Cs; and (ii) as an independent controller for its own purposes of fraud detection and prevention, security, billing reconciliation, compliance with legal obligations, and the production of aggregated statistics, as described in Traffic Bull's Privacy Policy.

16.7.3. An Advertiser that receives End-User Data through the Services (including click, conversion and Tracking Parameter data) is an independent controller of such data from the moment of receipt and shall comply with Section 16.10.

16.7.4. Each Party shall execute the Platform DPA, and any Standard Contractual Clauses or UK International Data Transfer Addendum required for transfers of End-User Data outside the European Economic Area or the United Kingdom, before any End-User Data is transmitted to or received from the Services. Traffic Bull may suspend the transmission of End-User Data to or from any Account Holder that has not done so.

16.8. Publisher obligations in respect of End Users

16.8.1. The Publisher warrants that, before transmitting End-User Data to the Services, it has: (i) provided End Users with a privacy notice that is compliant with Data Protection Laws and that discloses the use of third-party advertising technology, the categories of data transmitted, the categories of recipients (including advertising platforms and advertisers) and any international transfers; (ii) obtained any consent required for cookies, advertising identifiers and similar technologies under Section 16.4.1; (iii) where End-User Data is used to send electronic marketing (including by e-mail), obtained prior, specific, informed and freely given consent from each End User for such marketing and, where third parties send their own offers, consent that identifies the categories of such third parties; and (iv) implemented a suppression mechanism so that End Users who withdraw consent or object are excluded from transmission to the Services and from any further marketing within the time required by law.

16.8.2. The Publisher shall retain evidence of the consents referred to in Section 16.8.1 (including the wording shown, the date, time and source of consent) for the duration of the processing and for three (3) years thereafter, and shall provide such evidence to Traffic Bull within five (5) business days of request.

16.9. Special-category data and minors

16.9.1. No Party shall transmit through the Services, or use for the selection or targeting of Advertising Material, any data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, genetic or biometric data, health, sex life or sexual orientation, or any other special-category data within the meaning of Article 9 GDPR, nor any personal data relating to a person known or reasonably believed to be under eighteen (18) years of age. Contextual targeting on the basis of the Publisher's Space, country, language and device is permitted.

16.10. Advertiser obligations in respect of End-User Data

16.10.1. An Advertiser shall use End-User Data received through the Services solely for the purposes of measuring, attributing, optimising, billing and preventing fraud in respect of its own campaigns on the Services, and shall not: (i) attempt to re-identify any End User or to link End-User Data with other data so as to identify an End User; (ii) enrich, append, sell, license, share or otherwise transfer End-User Data to any third party (other than to its own processors bound by written contract); (iii) build or contribute to profiles of End Users for any purpose other than the permitted purposes; (iv) use End-User Data to contact End Users directly, unless the Advertiser has itself obtained a valid lawful basis and any consent required for such contact or receives e-mail addresses under the Email Pass facility in Section 16.11.3 and acts within its scope; or (v) retain End-User Data in identifiable form for longer than ninety (90) days after receipt, save (a) aggregated statistics that do not permit identification of any End User, (b) e-mail addresses received under Section 16.11.3, which may be retained for as long as the End User's consent remains valid and subject to Section 16.11.3(e), or (c) for longer where required by law.

16.10.2. The Advertiser shall implement appropriate technical and organisational security measures for End-User Data, shall notify Traffic Bull without undue delay and in any event within forty-eight (48) hours of becoming aware of any personal data breach affecting End-User Data, and shall cooperate with Traffic Bull and the relevant Publisher in responding to requests from data subjects and supervisory authorities.

16.11. Tracking Parameters

16.11.1. Save as permitted under Section 16.11.3, no Account Holder shall transmit through the Services, in any Tracking Parameter, URL, macro or otherwise, any directly identifying End-User Data — including without limitation names, e-mail addresses, telephone numbers, postal addresses, account usernames or government identifiers — whether in plain text or in any reversible encoding (such as Base64, URL-encoding or unsalted hashing). Where an identifier is required for attribution, it must be an opaque token or a salted cryptographic hash that cannot be reversed by the recipient. The Parties acknowledge that encoding is not anonymisation and that encoded identifiers remain personal data.

16.11.2. Traffic Bull may, without liability, strip, truncate, reject or block any Tracking Parameter or traffic that it detects or reasonably suspects to be in breach of Section 16.11.1, and may suspend the Account under Section 14.3. Each breach of Section 16.11.1 constitutes non-compliance for the purposes of Section 18.

16.11.3. Email Pass. Where a Publisher, as controller of its End Users' personal data, (i) has obtained from its End Users prior consent to receive commercial communications from third-party advertisers that satisfies Section 16.8.1(iii), and (ii) instructs Traffic Bull in writing to transmit End Users' e-mail addresses to Advertisers (the "Email Pass"), Traffic Bull may transmit such e-mail addresses, in the encoded Tracking Parameter designated for that purpose, solely: (a) to Advertisers purchasing on the buying models and ad types that Traffic Bull designates as Email Pass-enabled (at the date of these T&Cs: oRTB and CPC campaigns targeting the Email ad type); (b) to Advertisers that have executed an Insertion Order incorporating these T&Cs; and (c) over encrypted connections. E-mail addresses shall not be transmitted on any other buying model or ad type. Traffic Bull acts in this respect as processor on the Publisher's documented instruction and may at any time, at its discretion or on the Publisher's instruction, replace the encoded address with a hashed or tokenised identifier, restrict the Email Pass to particular Advertisers, or withdraw it.

16.11.4. An Advertiser receiving e-mail addresses under Section 16.11.3 is an independent controller of those addresses and shall: (a) use them solely to send commercial communications within the scope of the End User's consent as notified by Traffic Bull or the Publisher, and in full compliance with Section 17; (b) honour every unsubscribe, objection or suppression instruction within forty-eight (48) hours and apply any suppression list provided by Traffic Bull or the Publisher; (c) not enrich, append, sell, license, share or onward-transfer the addresses, nor combine them with other data sources except its own suppression data; (d) protect them with appropriate security measures and store them only in encrypted form; (e) delete them within ten (10) days of a request by Traffic Bull or the Publisher, on termination of the Insertion Order, or on withdrawal of the End User's consent, whichever is earliest; and (f) provide Traffic Bull on request with evidence of compliance with this Section. Each breach of this Section 16.11.4 is non-compliance for the purposes of Section 18 and Section 18.2.3 applies to each unlawful e-mail sent.

16.12. Data subject requests and cooperation

16.12.1. Where a Party receives a request from an End User relating to End-User Data for which another Party is the controller, it shall forward the request to that Party within five (5) business days and provide reasonable assistance. Each Party shall cooperate with the other in relation to any data protection impact assessment, audit, regulatory enquiry or personal data breach relating to End-User Data processed through the Services.

16.13. Precedence

16.13.1. In relation to the processing of personal data, the Platform DPA prevails over these T&Cs and over any Insertion Order to the extent of any conflict.

17. ABSOLUTE PROHIBITION OF E-MAIL SPAM AND ANY OTHER KIND OF UNSOLICITED DIRECT MARKETING

17.1. The term "spam", as used here, includes, but is not limited to, any email, message or other communication of any kind, without limitation, transmitted in violation of the United States CAN-SPAM Act, and any and all regulations promulgated by the United States Federal Trade Commission in implementation of those statutes (or any other equivalent regulation to the aforementioned which is applicable in the jurisdictions where Traffic Bull operates, or any of the web pages owned by Traffic Bull), as they exist now and as they later may be amended or added to, and any other email, message, or other communication of any kind, without limitation, regardless of its place of origin, which would violate those same provisions of the law where it to be transmitted from within the jurisdiction of the United States of America or of any other jurisdiction where Traffic Bull operates, or any of the web pages owned by Traffic Bull.

17.2. You undertake to comply with all the applicable laws related to the sending of spam/unsolicited electronic messages, including, but not limited to, the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (CAN-SPAM), as well as any other statal, federal, national, regional, provincial or local law or regulation of any jurisdiction which may be applicable in relation to anti-spam and e-mail marketing (hereinafter, referred to as “Privacy and Security Laws” or “Anti-Spam Laws”).

17.3. Accordingly, You promise that You or any of Your agents, employees, contractors or intermediaries, shall in no case use any kind of spam, including, but not limited to, any unsolicited bulk email, any instant message spam, any newsgroup spam, any spam in blogs, any wiki spam, any mobile phone-messaging spam, any internet forum spam, any unsolicited fax transmissions, any file sharing network spam, or any unsolicited posts on social networking sites such as Facebook, Instagram, YouTube, Twitter, LinkedIn and the like.

17.4. You must develop: a) A commercially reasonable policy or policies regarding anti-spam consistent with any applicable Anti-Spam Laws; b) A consent language for all commercial electronic messages being sent by You that complies in all material aspects with any applicable Anti-Spam Laws; and c) The prescribed form and content for all commercial electronic messages being sent by or for You in accordance with any applicable Anti-Spam Laws in all material respects.

17.5. You shall not hide Your identity when sending marketing emails, and if You are marketing on behalf of another company or organization, You must not conceal their identity either. Therefore, You must always identify the company behind the message (including, but not limited to the Legal name, Company Registration Number, Address, E-mail, and Phone number).

17.6. You shall have obtained consent, as required by the applicable Anti-Spam Laws, from all recipients of Your commercial electronic messages, therefore, You shall NOT send unsolicited messages. In no case shall be understood as consent from the pre-checked consent boxes. It’s highly recommended that, when a new user signs up, You send an initial email to confirm that such a user does in fact want to receive emails from You.

17.7. You shall implement a functional and readily performed unsubscribe (or “opt-out”) mechanism, so the user stops receiving future emails from You. This mechanism must have immediate processing capabilities and, except if a material adverse change occurs, all unsubscribe requests must be promptly acted upon (in any case, within the reasonable amount of time set forth in the applicable norm). This provision shall be done by: a) including in every email sent by You an “Unsubscribe” link (ideally, at the bottom of the email); or/and b) including a link directing the subscribers to their "Preferences" page of their account (provided that they have one) where they can unsubscribe.

17.8. Once the users have requested not to receive any more messages from You, You cannot sell or transfer their email addresses, not even in the form of a mailing list. The only exception to this prohibition is when You may transfer these email addresses to a company that has been hired to help You to comply with the Anti-Spam Laws.

17.9. You shall monitor the email marketing done on Your behalf by another company.

17.10. You shall not install computer programs on third-party computer systems except if it follows the Anti-Spam Laws in all material aspects.

17.11. You shall use commercially reasonable efforts to ensure that You don’t make any false or misleading commercial representations online or in any electronic communication (especially, email headers or subject lines). In that regard, the following standards must be followed (this list is not exhaustive): a) The email header must relate to the content in the body of the email and not be deceptive; b) Your legitimate physical address must be displayed; c) If adult content is comprised in the email, it must be labelled accordingly; and d) In case of advertisement, You shall identify Your email as such.

17.12. You acknowledge that You are not subject to any complaint, audit, review, investigation, inquiry, or similar proceeding, made under any Anti-Spam Law.

17.13. Traffic Bull shall absolutely not be liable for Your infringements of any obligations outlined in this Section 17.

17.14. You acknowledge Your understanding of Traffic Bull’s policy, and that one instance of spam in violation of the provisions set out in this Section, as well as when Traffic Bull becomes aware of or has enough reasons to believe that You are not complying with the Anti-spam Laws, or any other law that amends, revokes or substitutes them, Traffic Bull reserves the right to immediately terminate this Agreement, without the prior written notice required, without prejudice to the additional enforcement of the provisions set forth in Section 18 of this Agreement. In that regard, You won’t be entitled to claim against Traffic Bull any damages whatsoever.

17.15. Electronic marketing to recipients in the European Union, the European Economic Area and the United Kingdom is subject to Article 13 of the ePrivacy Directive and its national implementations (including the UK Privacy and Electronic Communications Regulations 2003). Without prejudice to the other provisions of this Section 17, You shall in respect of such recipients: (i) send commercial electronic messages only to recipients who have given prior, specific, informed and freely given consent by an affirmative act; (ii) not rely on the "existing customer" (soft opt-in) exception for any message promoting third-party products or services, or for any recipient whose details were obtained from a third party; (iii) where recipients are to receive messages from third parties, obtain consent that identifies the categories of third-party senders; (iv) offer a free and simple means of objecting in every message; and (v) retain evidence of consent and of every objection, and provide such evidence to Traffic Bull within five (5) business days of request.

18. NON-COMPLIANCE & INDEMNIFICATION

18.1. Non-compliance

18.1.1. Without any limitation or exception, it must be considered as ‘non-compliance’ (in whichever case, as determined by Traffic Bull, at its sole and exclusive discretion) any breach, violation, infringement, misrepresentation, or default made by You, resulting directly or indirectly from any other provision contained in this Agreement, as well as any obligations, covenants, representations or warranties of You in this Agreement, or other agreement delivered pursuant hereto or in connection herewith, now or after the date hereof.

18.1.2. Due to the gravity of any infringement of the CAN-SPAM Act, as well as the GDPR, and any other regulations regarding data protection, security, anti-spam, e-mail marketing, copyright, trademark, service marks, trade secrets, right of privacy or publicity or any other third-party right that may be applicable, this kind of infringements will be subject to more severe sanctions, as illustrated in the paragraphs below.

18.2. Sanctions and Indemnification

18.2.1. Upon infringement of any provision contained in this Agreement, Traffic Bull, at its sole and absolute discretion, will impose on You the sanctions that it may deem appropriate, including, but not limited to, cancelling, terminating, or suspending this Agreement, and/or imposing a monetary penalty. If Traffic Bull terminates this Agreement because You have violated any provision of this Agreement, Traffic Bull will notify You of the basis for such termination, and Traffic Bull will immediately withhold, stop or cancel any payments due to You.

18.2.2. You understand and acknowledge that any of Your non-compliance pursuant to this Agreement is of a nature to the cause of serious and irreparable damage to Traffic Bull, and thus the latter shall impose upon You a penalty of one thousand American dollars ($1000) for every breach, violation, infringement, misrepresentation, or default from You arising out of, whether directly or indirectly, the Agreement (hereinafter, referred to as “Infringement Penalty”). The payment of such Infringement Penalty shall firstly be done by withholding any and all unpaid amounts that may be payable to You. Notwithstanding the foregoing, Traffic Bull shall have the right to bring an action against You to recover any remaining amount in that regard, as well as to any additional damages arising from Your breach of this Agreement in case those damages exceed the amount that Traffic Bull has initially withheld on that account.

18.2.3. In addition to the paragraph above, given the importance of the Privacy and Security Laws, and the Anti-Spam Laws, Traffic Bull shall impose upon You a penalty of sixteen thousand American dollars ($16,000) for each separate unlawful email that has been sent by You.

18.2.4. Notwithstanding the previous paragraphs, You agree to indemnify, defend and hold Traffic Bull and its officers, directors, shareholders, successors, affiliates, employees, agents and representatives harmless from and against any and all costs, claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any claims and lawsuits or proceedings for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation in the Traffic Bull Network, (ii) operation of the Publisher's Website(s) submitted to Traffic Bull for participation in the Traffic Bull Network or (iii) otherwise arising from a relationship with Traffic Bull. You also agree to indemnify Traffic Bull for any legal fees incurred by Traffic Bull, acting reasonably, in investigating or enforcing its rights under this Agreement.

18.2.5. You also acknowledge that Traffic Bull may also bring an action against You to recover the damages caused to Traffic Bull for any unlawful conduct performed by You and inform the law enforcement agencies or authorities as to Your identity, providing to them any and all kinds of evidence in Traffic Bull’s possession concerning Your conduct. In that regard, You agree that in the case Traffic Bull files an action or enforces litigation, arbitration, mediation, suit or proceeding against You before any competent body, authority or court, based on a violation of any provisions of this Agreement, and in case Traffic Bull prevails, Traffic Bull shall be entitled to recover from You any and all claims, losses, liabilities, damages or expenses (including, but not limited to attorneys’, arbitration and/or mediation fees; judicial costs; and other direct or indirect correlated reasonable costs) of any nature whatsoever incurred or suffered by Traffic Bull.

18.2.6. You agree to immediately and promptly inform Traffic Bull of any and all claims, lawsuits, subpoenas, or orders concerning Traffic Bull or arising from Your websites and other operations in relation to this Agreement, and the activities associated in any way with any of them; You promise to advise Traffic Bull through the most rapid and sure means at Your disposal and to co-operate with Traffic Bull in its defence in every regard as provided in this Agreement.

18.2.7. The terms of this Section shall survive the termination of this Agreement.

19. LIMITATION OF LIABILITY

19.1. TRAFFIC BULL AND ITS AFFILIATED COMPANIES, SUBSIDIARIES, PARENT COMPANIES, EMPLOYEES, DIRECTORS, REPRESENTATIVES, INDEPENDENT CONTRACTORS, ASSIGNS, SUCCESSORS AND/OR AGENTS MAKE NO REPRESENTATION OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF OUR PRODUCTS, CONTENT, PROGRAM OR SERVICES FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS: AND "AS AVAILABLE" WITHOUT WARRANTY OR CONDITION OF ANY KIND. TRAFFIC BULL DOESN’T MAKE ANY WARRANTY THAT ITS PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS, THAT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. FURTHERMORE, TRAFFIC BULL DOESN’T MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES. TRAFFIC BULL DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO OUR PRODUCTS, WEBSITES, AND SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE (INCLUDING WARRANTY OR REPRESENTATION OF SUCCESS OR PROFITABILITY).

19.2. UNDER NO CIRCUMSTANCES WILL TRAFFIC BULL BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT TRAFFIC BULL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR DIRECT OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL TRAFFIC BULL'S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED (I) IN THE CASE OF A PUBLISHER, THE PAYMENTS MADE BY TRAFFIC BULL TO THE PUBLISHER IN THE ONE (1) MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) IN THE CASE OF AN ADVERTISER, THE AMOUNTS PAID BY THE ADVERTISER TO TRAFFIC BULL FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

19.3. YOU ARE SOLELY RESPONSIBLE FOR ANY LEGAL LIABILITIES OR CONSEQUENCES RESULTING FROM THE DISSEMINATION METHODS AND OF THE CONTENT INCLUDED ON OR LINKED THROUGH THE ADS (PROPRIETARY CREATIVE ADVERTISING MATERIALS INCLUDING, WITHOUT LIMITATION, TO BANNERS, BUTTONS, TEXT-LINKS, CLICKS, CO-REGISTRATIONS, POP-UPS, EMAIL, GRAPHIC FILES, AND SIMILAR ONLINE MEDIA), YOUR WEBSITE OR OTHER COMMUNICATIONS METHODS.

19.4. California Residents: If You are a California resident, You hereby waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favour at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." This release includes the criminal acts of others.

19.5. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud, wilful misconduct or gross negligence, or for death or personal injury caused by negligence.

20. MODIFICATIONS

20.1. Traffic Bull reserves the right to amend the provisions of the present Agreement that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the Agreement as a whole being restructured. Traffic Bull will communicate, by e-mail or electronic means or through the Administration Panel, the modified conditions at least two weeks prior to the Effective Date. Publishers and Advertisers who do not object in writing to the modification within four weeks after the receipt of the communication will be deemed to have accepted the respective modification. Traffic Bull will specifically indicate the possibility of objecting to the modification and the consequences of the four-week deadline.

20.2. If the Publisher(s) or Advertiser(s) objects to the new modified Terms, Traffic Bull's request to so modify them will be deemed to have been rejected. The right of the Parties to terminate their participation in the Traffic Bull Network remains unaffected hereby. The possibility of terminating the Agreement will also be indicated specifically.

20.3. Notwithstanding Sections 20.1 and 20.2, modifications that are required by applicable law, by a court, regulator or supervisory authority, by a payment scheme or payment provider, or that are necessary to address a material legal, regulatory or security risk, may take effect immediately upon notice through the Administration Panel or by e-mail.

21. NON-SOLICITATION & NON-CIRCUMVENTION

21.1. Non-Solicitation. During the term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Advertiser/Publisher agrees that it will not do business directly or indirectly employ or solicit, or attempt to employ or solicit, for employment any person or agent who is then employed or retained by Traffic Bull.

21.2. Non-Circumvention. You recognize that Traffic Bull has priority relationships with the Advertisers / Publishers that participate on the platform. You agree not to circumvent Traffic Bull’s relationship with its Advertisers/Publishers, or otherwise offer, similar to the services provided by and through Traffic Bull’s platform during the Term and for the one (01) year period following termination or expiration of the Agreement.

21.2.1. Notwithstanding the foregoing, the commercial relationship You may have with the Advertiser / Publisher prior to the Effective Date, shall not be affected by the provisions outlined in Section 21.2., You shall continue with that relationship.

22. GOVERNING LAW & DISPUTE RESOLUTION

22.1. These T&Cs are governed by and construed in accordance with the Laws of the Republic of Malta. Any controversy or claim arising out of or in connection with these T&Cs shall be settled by arbitration, in accordance with Part V – International Commercial Arbitration – Arbitration Act and the Arbitration Rules of the Malta Arbitration Centre as at present in force. The arbitrator shall be appointed by the Chairman of the Malta Arbitration Centre within thirty (30) days of first notification. The language of the arbitration shall be English, and the award shall be rendered in English, provided however that the Parties may mutually agree to use another language during oral hearings or written submissions upon the arbitrator's consent and submission of the supporting translation by the relevant Party. The arbitration award rendered by the arbitrator shall be final and binding on the Parties. The arbitrator may make an award of the costs of the arbitration, including any legal fees. Except as may be required by Law, neither a Party nor its representatives nor a witness nor an arbitrator may disclose the existence, contents or results of any arbitration hereunder without the prior written consent of both Parties, except to the extent necessary to the conduct of the arbitration or permitted court proceedings. You and Traffic Bull hereby irrevocably waive the right to any form of recourse against an award to any court or other competent authority, insofar as such waiver can validly be made under the applicable Law.

23. COMPLIANCE RULES AND GUIDELINES

23.1. Advertisers and Publishers participating in the Traffic Bull Network shall strictly abide by the following rules and guidelines listed in this Section, which may be updated from time to time at Traffic Bull's sole discretion.

23.2. Advertisers and Publishers alike shall ensure that the Publisher's Space(s) are free from:

• Child pornography;
• Phishing;
• Download button;
• Malware files;
• Malicious URL Post-Click;
• Misleading/fake video player;
• SSL Certificate violation;
• Misleading elements, such as Sweepstakes;
• Unallowed creative types, such as moving elements (gif and HTML Banners) in the centre cube and mobile header ad zones;
• Landing page errors, including AdBlock blocking landing page URL;
• Auto Redirect Browser;
• JavaScript Alert on entry/exit;
• Browser Locking;
• Multiple Pop-up/Pop-unders;
• Landing page auto sound;
• Mobile Vibrating landing page;

23.3. Any type of Advertising Material in relation to the products or businesses mentioned hereunder is strictly prohibited unless otherwise agreed between the parties in the insertion order:

• Counterfeit goods;
• Violent sexy games;
• Sexy games which use non-consensual ads;
• E-Cigarettes, vape pens and cartridge refills, and any tobacco-related products, including but not limited to loose tobacco;
• Nutra products (this does not apply provided that all the campaign banners and links are pre-approved by Traffic Bull and provided also that no smart links are used);
• Digital game accounts, gaming keys, in-game currency and/or progression;
• Government-issued licenses and/or e-books on how to obtain such licenses;
• Black Boxes;
• Extreme hardcore video content ads and offers;
• Celebrity video content ads and offers;
• Teen video content ads and offers where the videos/ads show teens who might appear younger than eighteen (18) years of age;
• depicting minors, incest, bestiality, rape (or other non-consensual sexual behaviour), non-consensual mutilation of a person or body parts;
• Advertising of IP-Infringing products/services such as but not limited to Cyberlocker merchants, VOD platforms offering unlicensed content, ads or landing pages using unlicensed content;
• Dating ads which are not found in More Girls, Pops, Full page, Redirect zones and e-mail;
• The sale of any unlicensed good or service that "purports to test, cure, treat or prevent" COVID-19;

23.4. Any Advertising Material in relation to Cannabidiol (hereinafter referred to as "CBD") is prohibited unless the Advertiser obtains permission to operate in the country/state where CBD is intended to be sold. Traffic may only be bought for those countries/states where permission is sought and granted.

23.4.1. Once permission is granted to advertise CBD, the Advertiser shall ensure that:

• ads are positioned on a landing page or website where products are explicitly sold, including an age gate so that any potential users have to confirm they are over the age of twenty-one (21) to enter the site;
• Call to Action (CTAs) are utilized to indicate that the product is for sale (in doing so the Advertiser shall avoid language like "Buy Now" and choose a CTA like "Learn More" instead);
• no pricing or location is included within the product details;
• no real or animated images of people, animals or characters are included;
• the CBD ad creative does not appeal to young people;
• no testimonials or sponsorships are included;
• CBD products are not glamorized;
• CBD's health benefits are not touted;

23.5. Advertisers shall not email users unless and until they have accepted the 'Terms and Conditions on the website of the Advertiser.

23.6. If Advertiser or Publisher is found in breach of any of the rules and guidelines specified in this Section, Traffic Bull may unilaterally halt participation in the Traffic Bull Network without being under any obligation to give prior notice. In case of a minor breach, Traffic Bull shall notify the Advertiser or Publisher and grant the latter a period of twelve (12) hours to rectify the said breach.

24. GENERAL PROVISIONS

24.1. Force Majeure

24.1.1. Except for payment obligations, if either Party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the Party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labour disputes (each, a "Force Majeure Event"), such Party's performance shall be excused and the time for performance shall be extended accordingly provided that the Party immediately takes all reasonably necessary steps to resume full performance. If such Party remains unable to resume full performance fifteen (15) days after the Force Majeure Event, the other Party may terminate this Agreement upon written notice.

24.2. Severability

24.2.1. Should any of the provisions of this Agreement be adjudged invalid or unenforceable by the rules and regulations of Malta or a Maltese court, such provisions shall be deemed several from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions as much as possible within the extent of relevant laws or judgment of the court.

24.3. Survival

24.3.1. Sections 2A, 4A, 11.3, 14.3, 15, 16, 17, 18, 19, 20, 21, 22 and 23 shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the Parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.

24.4. Assignment

24.4.1. Traffic Bull is hereby authorized to assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, provided that the assignee shall assume all rights and obligations under this Agreement.

24.4.2. Publisher/Advertiser shall not assign, sublicense, delegate or otherwise transfer any of its rights or obligations. However, Publisher/Advertiser may, without the consent of Traffic Bull, assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee shall assume in writing all rights and obligations under this Agreement.

24.5. Notices

24.5.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person (including by an internationally recognized commercial delivery service), and on the day the notice is sent when sent by verified facsimile or email with confirmation receipt, if the time of transmission is during recipient's business day, or if not on the next business day thereafter, in each case to the respective Parties at the postal or email addresses provided by them in writing.

24.5.2. Either Party may change its address by providing the other Party with written notice of the change in accordance with this section.

24.6. Relationship of Parties

24.6.1. The Parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other Party. Neither Party shall hold itself out as an agent of the other Party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.

24.7. Waiver

24.7.1. No delay or failure by either Party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the Party waiving its rights. A waiver by any Party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.

24.8. Entire Agreement

24.8.1. This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement. The information and documents provided by Publisher(s) and Advertiser(s) to Traffic Bull, as requested by the latter in order to enter the Agreement, shall be also considered as part of this Agreement. This Agreement may not be amended without the written consent of the Parties.

24.9. Headings

24.9.1. The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.

24.10. Interpretation

24.10.1. The Parties acknowledge and agree that the Agreement has been jointly prepared, and its provisions will not be construed more strictly against either Party as a result of its participation in such preparation.

24.10.2. In the event of any inconsistency between terms of an insertion order and these Terms, these Terms will prevail, save that in relation to the processing of personal data the Platform DPA prevails over both (Section 16.13).

24.11. Counterparts

24.11.1. This Agreement may be executed in counterparts or online, which taken together shall form one legal instrument.

24.12. No Third-Party Beneficiaries

24.12.1. This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto and their permitted assignees and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Last Updated: 21/09/2026 — Version 2.0, effective 06/10/2026. Previous version: 30/08/2022.