TrafficManager Client Agreement
The Service provider, TRAFFIC MANAGER GROUP S.R.L. with registered address Str. Ionel Teodoreanu 1 nr. 1 bl. 1 ap. 1 500165 Brașov, Romania, VAT RO43058081 and registration number J08/1846/2020 under the laws of Romania which has an agreement with Traffic Manager Limited (the platform Owner) for its license. Traffic Manager Limited has registered address 3, Advance Business Centre, Triq G. Flores, Santa Venera, SVR1950, Malta, VAT MT23594935 and registration number C76756 under the laws of Malta.
The Client, User of the TrafficManager Tracking platform and all the services provided by Us thru the website TrafficManager.com (the “Website”) agreed the following:
By signing up (even on behalf of a Company) to use the Traffic Manager Tracking Platform including any other content or information provided to you as part of our Platform, Website, Software or Services you are entering into a legal agreement with Traffic Manager Limited (the platform Owner) which may conclude this agreement on its own behalf or can also be represented by Traffic Manager Group S.R.L. or other 3rd party entities who have the right to provide our Clients access to the platform via our Website and collect the fees form the Client ("We", "Us", "TrafficManager").
You and we should be known collectively as the "Parties" and individually as a "Party".
TrafficManager reserves the right to modify the present conditions of this Agreement at any time. The applicable version of this agreement is the one you accepted at the time of your registration for our Services.
The acceptance of this Agreement by the Client is made by clicking on the checkbox “I accept the Client Agreement” on the registration page.
If you do not agree with this Agreement do not sign-up to our Website and do not access our Platform or Services. In case you already signed and access our Platform or Services, please delete your account immediately.
This contract is concluded for an indefinite period from the date of creation of the account, and the obligations of the parties take effect from that date.
a. TrafficManager: represents the company Traffic Manager Limited has registered address 3, Advance Business Centre, Triq G. Flores, Santa Venera, SVR1950, Malta, registration number C76756 under the laws of Malta and/or Traffic Manager Group S.R.L. with registered address in Str. Ionel Teodoreanu 1 nr. 1 bl. 1 ap. 1 500165 Brașov, Romania, registration number J08/1846/2020, or other 3rd party entities who have the right to provide our clients access to the services via our Website and collect the fees form the Clients ("we,” "us,” "our");
b. Website: represents the website located at the address https://www.trafficmanager.com;
c. Terms and Conditions: represents the Terms and Conditions with their appendices and all further and subsequent supplements and amendments located at this page: https://www.trafficmanager.com/termsofuse
f. Agreement: represents the agreement between TrafficManager (or other TrafficManager licensee) and the User / Client / Customer which grand the User right to access and use our Services through the Website;
g. Services: represent all the services we are providing to the clients via our website including access to the client dashboard, affiliate tracking platform and all the upgrades, new features developed, modifications, updates or personal customization developed in whole or partially by us;
h. Platform: it's the TrafficManager affiliate tracking software/technology provided to our clients, including all the updates, new features, customizations, server installation and maintenance, updates and monitoring developed in whole or partially by us;
k. User Account: the account resulted after a user registration on our Website that contains personal/company data including payment info with the purpose to use our Services via the Website;
l. Fees: represents the price paid by the Client according to the usage plan chosen on registration and visible in the website pricing page: https://www.trafficmanager.com/pricing
2. Services Description, Pricing, Fees and Payment
a. TrafficManager, offers a SaaS affiliate tracking solution ("Platform") by registering at the Website www.trafficmanager.com and paying the Fees ("Fees") according to the usage plan you. You agree that TrafficManager has the right to change the fees from the Pricing page at any time, at its sole discretion and you acknowledge that such changes will be available on the Website and all the fees are in EURO, unless otherwise stated;
b. Price: In consideration for the Deliverables, the Client shall pay TrafficManager the fees as stipulated on the pricing page. The price can also be set by the Provider depending on the needs of the Client (in case the Client ask for Custom development) and the period that the Client pays in advance for the Services. The payment of the services by the Client represents the acceptance by him of the price offered by TrafficManager. All stated fees are exclusive of VAT, withholding taxes and/or any other taxes that may be assessed by any jurisdiction. If VAT, withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to this Agreement, the Client will pay those taxes to ensure that TrafficMananger receives the full amount invoiced to Client without offset or deduction.
c. The duration of the billing period is 1Month / 3 Months / 6 Months or 1 Year on prepaid basis and the payment period is set to NET 5 days. In case you decide to change your subscription plan (Upgrade or Downgrade) you agree that the changes will take effect starting from the next month billing period but not less than 7 days since TrafficManager was notified about these changes;
d. We offer a 30-day free trial period to all our new clients, but please note that the decision to provide you with a Trial period or NOT is made at our sole discretion;
For any other info about Billing and Refund Policy please refer to this page: https://www.trafficmanager.com/billing
TrafficManager and its associates attempt to be as accurate as possible. However, TrafficManager does not warrant that product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. If a service offered by TrafficManager itself is not as described, your sole remedy is to cease using it.
3. Grant Of limited Rights
This Client Agreement grants you these limited rights:
a. To use our Platform and all the features you paid for according to the plan you choose by accessing it via our Website or a White label installed on your own web domain;
b. To gather or upload your data, process, review, analyze, optimize and download the data from the Platform;
4. Platform Account and Agreement Termination
a. You, as the Client agree to assume the whole responsibility for maintaining confidential your account login details (user and password) and the whole responsibility for all the actions that occur under your account or by using your user and password. If you notice or become aware of any suspect activity on your account or unauthorized access you agree to notify Us immediately.
b. You are considered to start using our Tracking Platform as of the date the Free Trial period has begun (if you received a Free trial period) and you will receive access to the Tracking Platform and to your account until the termination of this Agreement, subject to monthly payments of the Platform Fees. This Agreement will automatically renew on a month-to-month basis until you cancel your subscription from your account settings page, or you provide us with a notice via email or by opening a support ticket in our system at least 30 days before the cancelation date. On the account termination you lose your right to access and use the Platform.
A grace period of 30 days will be granted to the Client after expiration, during which the user data is not deleted. If the Client pays the overdue pro forma invoice during the grace period, full access to the client's Platform will be restored.
c. For any breach of this Agreement or any Terms and Conditions of use, TrafficManager may end this agreement without any notice with immediate effect;
d. In case of account termination for any reason we shall keep: our rights to use and disclose your feedback about our service and Platform and the right to recover from you any amounts you owe us before the service termination.
5. DISCLAIMER OF WARRANTIES AND LIMITATION
THIS WEBSITE AND PLATFORM ARE PROVIDED BY TRAFFICMANAGER ON AN "AS IS" AND "AS AVAILABLE" BASIS. TRAFFICMANAGER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE OR PLATFORM. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, TRAFFICMANAGER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
TRAFFICMANAGER DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, E-MAIL SENT, PLATFORM OR INFORMATION WILL OPERATE UNINTERRUPTED, ERROR-FREE, OR THAT THE SERVERS ARE FREE OF VIRUSES, SPYWARE, MALWARE OR OTHER HARMFUL COMPONENTS. FURTHER, TRAFFICMANAGER (INCLUDING OUR PROVIDERS AND OTHER OWNER'S LICENSEES) MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE SOFTWARE, THE SITE AND/OR ASSOCIATED PRODUCTS. NO ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, GIVEN BY TRAFFICMANAGER (INCLUDING PROVIDER AND OTHER OWNER'S LICENSEES) THROUGH THE PLATFORM, THE WEBSITE AND/OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN HEREIN.
TRAFFICMANAGER WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO USE THE SITE, THE PLATFORM AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF OWNER (INCLUDING PROVIDER AND OTHER OWNER'S LICENSEES) TO YOU FOR ALL CLAIMS ARISING FROM THE SITE, THE PLATFORM AND THE CONTENT IS LIMITED TO 3 (THREE) MONTHLY FEES FOR THE CHOSEN SUBSCRIPTION PLAN. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
6. Tracking Platform and Website USE
a. Beside the responsibilities and obligations you agree with upon registration and provided in our Terms and Conditions, You as the Platform Client agree that you shall never try to reverse engineer any part of the TrafficManager Platform, reproduce, copy, trade or sell any part of our Website or Platform and that you will use our Website and our Platform for lawful uses only. Any violation of this section will be considered as a breach of this client agreement.
b. You agree that TrafficManager has the right to make any kind of modifications or updates to the Website and the Tracking Platform at any time in order to provide a better service to you as a Client (for example: Bug fixes, new features release, etc.) and in case of such event cause you a service disruption you agree that you will notify our support team immediately and we shall not be retain responsible for any kind of data or material loss.
c. You will have access to our Support service just as provided in our Terms and Conditions or in the package you choose from the pricing page: https://www.trafficmanager.com/pricing
d. You declare that you acknowledge and agree that all the data, material or information uploaded, gained or retrieved by you and processed with the TrafficManager Platform on your behalf shall not contain any form of "SPAM", is protected by copyright or any trademark, patent, trade secret or any other intellectual property (without authorization).
e. You declare that you acknowledge and agree that all the data, material or information uploaded, gained or retrieved by you and processed with the TrafficManager Platform on your behalf is not false advertising, contains any viruses, worms or any other software intended to damage or alter a computer system or data, is not defamatory, unlawfully threatening or harassing, obscene or harmful to minors, abusive, pornographic, trade libelous, vulgar, racist, discriminating or displaying prejudice based on religion, promoting hatred, ethnic heritage, race, sexual orientation or age, or (c) that violates any law or regulation, including without limitation, the laws and regulations governing export control, unfair competition, anti-discrimination;
f. As the Platform Client you authorize TrafficManager to process, transfer and store the data enabling to identify you and using its own system to check if you are using the TrafficManager tracking platform in accordance with this agreement;
g. As the Platform Client you authorize TrafficManager to transfer your data during any kind of communication between our Website/Platform and any other computer systems of TrafficManager and his partners for the purpose to ensure the full functionality of the Platform and the Authorization to use the Website/Platform and protect the TrafficManager rights. You acknowledge and agree also that after the effective date of your registration you accepted this agreement and TrafficManager or any of its business partners are entitled to process, store and transfer any data in order to identify you for billing purposes or performance of this Agreement;
7. Copyright and Ownership
a. All content included on our Website and Platform, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of TrafficManager or its content suppliers and protected by international copyright laws. The compilation of all content on this site is the exclusive property of TrafficManager or its licensors with copyright authorship for this collection by TrafficManager, and protected by international copyright laws. Any use, copying, redistribution or publication by the Client of any part of the Website or the Platform are strictly prohibited.
b. The Client does not acquire the ownership on the Platform, the Website or any other material made available by TrafficManager through his Website or Platform excluding all the data and information retrieved, uploaded, acquired and processed by the TrafficManager Platform on your behalf that shall remain your property and you shall have the right to copy, duplicate, retrieve, download the data or information but without disclosing it to third parties. Any other use of information or materials (except your information) contained in the Platform or Website without the written permission of TrafficManager or unauthorized use that may violate any applicable communications regulations and statutes or laws including but without limitation copyright and trademark laws is strictly prohibited and will terminate this Agreement. This Platform Client agreement can be revoked at any time at the sole discretion of TrafficManager.
8. Applicable Law and Disputes Resolution
a. This Platform - Client Agreement is governed by the laws of Romania, EU, without regard to principles of conflict of laws, will govern this Agreement terms and any dispute of any sort that might arise between you and TrafficManager or its associates.
b. Any dispute relating in any way to your visit to TrafficManager or to products you purchase through TrafficManager shall be solved in max. 30 (thirty) days by negociation between the Parties before submitting the dispute to any court in Romania and you consent to exclusive jurisdiction and venue in such courts except that, to the extent you have in any manner violated or threatened to violate TrafficManagers intellectual property rights, TrafficManager may seek injunctive or other appropriate relief in any state or court in Romania, EU;
9. Force Majeure
a. Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any obligation under this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to acts of God, explosions, fires, Internet or network failure, telecommunications failure, vandalism, lack of access or breakdown of IT systems, computer hacking or damage to the data or information maintained in these systems, a power supply failure or failure in TrafficManagers's systems, administrative or legislative interventions, storms or other natural disasters, national emergencies, riots, insurrections, wars, strikes or other labor difficulties, any act or omission of any other person, entity or any governmental authority; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay or the failure to perform as noted above.
a. If any provision of this Platform – Client Agreement is found as invalid by any court with competent jurisdiction, the invalidity of this Agreement shall not affect the validity of the remaining provisions of the Terms and Conditions of this Agreement. All the provisions of this Agreement shall continue and survive termination, including the terms that relates to limitations and exclusions of Trafficmanager's restrictions, liability, limitations, intellectual property and reimbursement of any damages. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
b. The parties of this Agreement are independent entities, and this agreement will not create any joint venture, partnership, franchise, agency, sales representative or employment relationship between the Parties, so the Client has no authority to accept or make any kind of offers or to represent in any way or make statements on behalf of TrafficManager.
c. TrafficManager shall be entitled to assign this Agreement to any 3rd party, in whole or in part without your consent, cases in which this Client – Platform Agreement shall continue in force, without any changes, with the new entity or person entering into Trafficmanager's place as the contracting party.
d. The Client shall not be entitled to in any way transfer or assign this Client Agreement to a 3rd, in whole or in part, without TrafficManagers's prior written consent.
f. The parties declare that they have negotiated all the terms of this Agreement and they expressly accepted them by signing the contract, any prior agreement between the parties will not product any legal effects between them.
g. TrafficManager reserves the right to periodically update and modify the terms of this Agreement. In such cases, we will inform the Client in advance, by posting the modifications on the website 15 days before its entry into force, which is why we ask the Client to periodically check the content of this Agreement.
h. Any notification to TrafficManager must be sent electronically to the email address info @ trafficmanager.com
The present Agreement is located in this page: https://www.trafficmanager.com/clientagreement
Annex 1 - processing of personal data by TrafficManager according to GDPR
Contract for personal data processing between the Client and TrafficManager
By accessing our Website or using our Services, you become subject to this Contract. Your acceptance of the terms of this Contract, in their entirety, shall be effective to you and your employees, if any.
In this annex the terms used will be interpreted in accordance with the GDPR, and where applicable, the terms used will have the definitions stipulated by art. 4 of the GDPR.
2. Contract Object
The object of personal data processing is the processing by TrafficManager of personal data sent by the Customer in order to provide the services stipulated in the main Customer Agreement but also for customer support services, technical updates or updates on changes in our usage policies.
3. Data Colected
4. Specific instructions
Under this contract, the Client gives the following specific instructions to the controller:
· To send messages by email on behalf of the Client, for the service of sending notifications or documents by email (if this service is used by the Client);
· To collect and process the information sent by the Client to the TrafficManager Servers via the Website or Platform
5. Duration of data processing
The duration of the processing of personal data is identical to the duration of the main Client Agreement.
6. Nature and purpose of data processing
The nature and purpose of the data processing are those established by the Client under the main Client Agreement, namely the provision of TrafficManager services, depending on the usage plan or package of services chosen.
7. Third Parties
· For all the future Third Parties that TrafficManager may use to process the Client data, TrafficManager receives a general authorization to subcontract to any other provider in the EU, EEA or country with an adequate level of protection recognized by a decision of the European Commission, which is necessary for certain parts of the data processing under this contract. an adequate level of security, at least at the level of this contract. This authorization includes the obligation to inform the Client, through a message through the account on the TrafficManager Website or by email. The operator has the possibility to object within 2 working days.
8. Rights and Obligations of the Client
· The right to receive information from TrafficManager or to verify through a mandated auditor whether TrafficManager has and implements appropriate technical and organizational measures so that the processing complies with the requirements of the GDPR; the verification will take place on the basis of a prior written notification, sent at least 14 working days before the verification;
· The right to receive assistance from the Controller, in particular to fulfill his obligation to respond to the requests of data subjects regarding the exercise of their rights under the GDPR;
· The right to object to other third parties specified to the article 7.2
· To comply with its obligations under the GDPR as Client with regard to personal data collected or processed by TrafficManager, on its behalf.
· Obligation to inform data subjects under the GDPR, including information on the processing of data by TrafficManager under this contract
· Obligation to be solely responsible for establishing the legal basis for the processing of personal data covered by this contract
· The obligation to implement appropriate technical and organizational measures under the GDPR, including securing the transfer of data from data subjects to TrafficManager;
· The Client understands that from the moment of deleting the data after the end of the provision of services by TrafficManager according to the obligations of GDPR and art. 9 of this contract, the data can no longer be recovered, and it is the entire responsibility of the Client to ensure that it has made a complete copy of them.
· In all situations where the Client is the one who has to perform an obligation, such as, for example, informing the data subject about the breach of personal data security, TrafficManager cannot be held liable by the Client's inactions within the scope of that obligation.
9. Rights and Obligations of TrafficManager
· The obligation to inform the Customer within a maximum of 10 days, if, in the opinion of TrafficManager, an instruction violates GDPR and / or other legal provision regarding the processing of personal data;
· The obligation to ensure the security of personal data processed on behalf of the Client in accordance with Article 32 of the GDPR and Article 10 of this Annex;
· Obligation to inform the Client without undue delay of a breach of the security of the Client's personal data during the processing performed by TrafficManager;
· Obligation to assist the Client with all information necessary for the notification, if any, to the Competent Authority for Data Security Infringement, but without substituting for the Client his obligation to notify;
· Obligation to assist the Client in ensuring compliance with the obligations set out in Articles 32-36 of the GDPR;
· The obligation to assist the Client in solving the requests of the data subjects or to send to the Client any request received from the data subjects, in connection with the personal data that have been collected and processed by TrafficManager, within maximum 5 calendar days from its receipt. This assistance does not apply if the Customer already has in the technical tools provided by TrafficManager the possibility to directly solve the request of the data subject (eg the platform Account access - where the Customer already has all the information about what data he collects);
· Obligation not to transmit personal data and / or confidential information, which may be personal data, of which he became aware during the performance of the contract
· The obligation to provide training to authorized personnel to process personal data, regarding the confidentiality of such data;
· The obligation to include confidentiality obligations towards employees and third parties;
· The right to disclose certain personal data by virtue of a legal obligation or other condition provided by law at the request of an authority, public institution or court.
· The right to recruit third parties according to article 7 of this Contract;
· The right to cover the costs generated by ensuring the assistance of the Client, by the Client, in the situations provided by GDPR according to art. 9, if they exceed the monthly cost of the services provided by TrafficManager;
· The right to use anonymized statistical information as a result of activities performed as a result of this contract or its entire activity;
· TrafficManager cannot establish purposes or means of processing personal data, these being established exclusively by the Client.
TrafficManager must comply with appropriate technical and organizational measures to ensure appropriate risk-related security measures in line with good industry practice. In determining the appropriate level of security, TrafficManager must take into account the current state of development, implementation costs and the nature, scope, context and purposes of the processing, as well as the risk with varying degrees of probability and seriousness to the rights and freedoms of individuals. and the risks that arise as a result of the processing, in particular those that may lead to, accidentally or illegally, the destruction, loss, alteration, or unauthorized disclosure of personal data transmitted, stored or processed in a otherwise, or to unauthorized access to them.
In this context, TrafficManager has established the internal application of the following organizational and technical security measures for the security of personal data, taking into account the type of activity performed:
· implementation of ISO27001 / ISO27017 / ISO27018 security standards
· periodic security audit performed by cybersecurity experts
· limited access to the database for a very small number of employees of TrafficManager
· permanent monitoring of access to the database
· encryption of the connection used by the Client to access the service using SSL
· encrypted client passwords
· regular backups
Voluntarily, TrafficManager may send summaries of the conclusions of security auditors (after deletion of commercial or confidential information) made periodically to Customers to demonstrate its ongoing activities on this subject.
11. Limitation of liability
The Client agrees to exonerate TrafficManager from any liability for damages that may arise from:
· non-compliance with the contract due to events that exceed any responsibility of TrafficManager;
· compliance with the Client's instructions or non-compliance with the Client's instructions justified in advance by a notification regarding its illegality;
· the lack or vitiation of the consent of the data subjects or of the use of a wrong legal basis by the Client;
· non-compliance with the contract due to some actions of the Client.
12. Delimitation of liability
The Customer and TrafficManager define their responsibilities for ensuring the protection of personal data (e.g. ensuring the confidentiality or security of processing), depending on the access and effective control exercised over the data, both contractually and technically.
13. Entry into force and amendments
This annex enters into force on May 20, 2018 and is valid until modified by TrafficManager and informing the Clients accordingly. Using the Account, Platform and/or our Services after the Clients informing means their consent to this document.