1. Terminology

a. In these terms and conditions, the expressions “we”, “us” and “our” are a reference to Traffic Networks Pty Ltd (ACN 122 863 272).

b. A reference to “members” is a reference to advertisers and publishers who registered themselves with this website.

c. A reference to “our material” is a reference to all information or material contained in our website, and accessible at or via this website.

d. A reference to “deep hyperlink” means any hyperlink that provides a link to, or access to, a web page or internet location that is part of our internet domain, other than a hyperlink to the home page of that domain or the home page of a subsidiary domain.

e. A reference to “embedded hyperlink” refers to any method or mechanism of hyperlinking, where it appears that:

i. the hyperlinked material is part of the website or internet location containing the hyperlink; or

ii. the hyperlinked material is not part of the web page or internet location where it is originally located.

f. A reference to “hyperlink” or “link” means any mechanism of providing a link from one location on the internet (or a web page) to another location on the internet, (or a different web page, or a different location on the same web page) and includes any mechanism for linking to, or providing access to files via the internet.

g. A reference to “keying” means any process or method by which a web page containing our material will be returned in search engine results when a search is conducted for competitors band or identity (or vice-versa).

2. Application of Terms and conditions of Use

a. These terms and conditions apply to the use of TrafficNetworks.com.au (“this website”). This website provides certain services that relate to the facilitation of the purchase and sale of online advertisements by advertisers and publishers, as detailed on this website (“The Services”). In using this website, you agree to be bound by these terms and conditions. If you do not accept these terms and conditions, you must refrain from using the website.

b. Where the terms and conditions specifically state that:

•  The term is ‘only applicable to advertisers', it means the term referred to applies exclusively to advertisers;

ii. The term is ‘only applicable to publishers', it means the term referred to applies exclusively to publishers;

iii. The term is ‘only applicable to advertisers and publishers', it means the term referred to applies exclusively to advertisers and publishers.

c. Where the terms and conditions do not specifically state to whom a particular term or terms apply to, it means the term applies to everyone using this website generally, including web browsers, advertisers and publishers.

3. Amendment to Terms and Conditions

a. We reserve the right to amend these terms and conditions from time to time. Amendments will be effective immediately upon notification on this website.

b. Your continued use of the website following such notification will represent an agreement by you to be bound by the terms and conditions as amended.

4. Membership (only applicable to advertisers and publishers)

•  In order to become an advertiser or a publisher, you must become a member.

•  To become a member, you must complete your registration details in the manner described in the website.

•  Membership is subject to the website's prior approval and your compliance with these terms and conditions.

•  Registration is free but non-transferable.

e. Membership is only open to you if you are 18 years old or over. If you are under 18 years of age, you must not register as a member.

•  We reserve the right to terminate your membership at any time.

•  You agree to ensure that your registration details are true and accurate at all times. Specifically, you must notify us of any change to the registration details as originally provided by you.

•  Upon registration, you will be provided with a password and account designation.

•  You agree to provide all documents which we deem as necessary for the purpose of verification of you or your organisation's identity.

•  You agree to pay for our services in the manner specified on our web site (where applicable).

•  You agree to comply with the specifications provided by the website from time to time to enable efficient, expedient and proper delivery, display, tracking, and reporting of ads and links in connection with your website.

•  You acknowledge and agree that if you use any of the service to upload or make available the content, you agree to grant us a non-exclusive worldwide royalty-free transferable right to fully exploit such content (including all related intellectual property rights) and to allow others to do so in connection with the services and the website.

“Content” means any advertising or material made available or submitted by any advertisement and material published by or submitted by or associated with any publishers.

5. Cancellation of Membership

a. Membership will be ongoing until you provide written notice of cancellation of membership to us via email in the following manner:

•  Written notice of cancellation of Membership must be provided to us not less than one (1) month before the date of effective cancellation;

•  Written notice of cancellation of Membership must indicate the date of effective cancellation of Membership.

b. Advertisers - on cancellation of your membership, you will be refunded the balance of monies you have paid on a pro-rata basis less reasonable administration fees and applicable bank fees. Whilst we endeavour to cancel your membership and remove your advertisement on the date specified on your written notice of cancellation, we will not be liable for any loss or damages in relation to any delay in the cancellation of your membership or removal of your advertisement.

c. Publishers - on cancellation of your membership, we will pay to you all monies payable to you in accordance to real-time ad statistics presented to you by us until the date of effective cancellation of your membership less reasonable administration fees and applicable bank fees.

d. All refunds and monies payable to members under Clause 5(b) and 5(c) will be paid to the members within 14 days from the date of effective cancellation of Membership.

6. Payment by Advertisers

•  Once you are registered as a Member of this website and would like to use our services as an advertiser, you agree to pay to us advertising fees for our services according to the rates and calculations as specified on the website and in these terms and conditions (‘ Advertising fees ').

•  Payment for Advertising fees is calculated based on Cost Per Click (C.P.C.) or Cost Per Mille (C.P.M.) delivered by real-time ad statistics maintained by us. You also acknowledge that no other measurements or statistics shall be accepted by us nor have any effect under these terms and conditions.

•  Payment may be made to us via paypal, real time credit card, cheque and direct deposit into our nominated bank account.

•  If you have made payment via credit card and a credit card chargeback occurs, we reserve the right to request you to indemnify all losses suffered by us as a result of the credit card chargeback, including, but not limited to our fees for all services rendered to you in accordance to the calculations as specified on the website, the bank's chargeback fees and any other losses we have suffered as a result of the credit card chargeback.

•  If you have made payment by cheque and the cheque is dishonoured, we reserve the right to request you to indemnify all losses suffered by us as a result of the dishonoured cheque, including, but not limited to our fees for all services rendered to you in accordance to the calculations as specified on the website, the bank's dishonoured cheque fees and any other losses we have suffered as a result of the dishonoured cheque.

•  You agree to transmit all information and credit card details using secure methods. Your failure to do so may result in your breach of these terms and conditions of use and in the event your personal information or credit card details are intercepted by an unauthorised third party, you must indemnify us against any losses we suffer as a result of your breach of these terms and conditions.

•  For the purposes of Clause 6f, you must agree to use a browser which supports a Secure Socket Layers (SSL) protocol, such as Internet Explorer or Mozilla Firefox or any other browsers which are known to support the SSL protocol to transmit all your information and credit details to us.

7. Payment to Publishers (Only applicable to Publishers)

•  Once you are registered as a Member of this website, we will pay to you publishing fees for your services according to the rates and calculations as specified on the website and in these terms and conditions (‘ Publishers commission' ).

•  Publishers commission is calculated based on the Click Through Rate (C.T.R.) of the advertisement campaign of the advertiser which you have published. Payment terms based on C.T.R. are as follows:

•  You are required to send at least one click after every 333 impressions are delivered;

•  You will not be paid if you fail to send at least one click for every 333 or more impressions delivered.

•  We reserve the right to change our rates of publishers commission and to adopt the new rates at any time, upon posting a notice on the website.

•  All publishers commissions which accrue to the Publisher's account 30 (thirty) or more days earlier at the end of the previous calendar month shall be paid within 10 days of the previous calendar month end, if your account balance at the end of the previous calendar month is above the minimum cheque amount. Payment will be made to you monthly via cheque or direct deposit into your nominated bank account. If you choose to be paid by direct deposit, you will be charged an administrative fee of A$25 plus any other applicable bank fees we incur when depositing monies into your account; these fees and charges will be automatically deducted from the amount payable to you.

(‘ Minimum Cheque Amount' ) means an amount, set by us from time to time, which is a minimum balance your account must attain before payment is sent to you.

•  You agree that the publishers commissions payable to you is based on the real-time ad statistics as maintained by us. You acknowledge that no other measurements or statistics shall be accepted by us nor have any effect under these terms and conditions.

•  You acknowledge that it is a condition of payment of publishers commission to you that we receive full payment from the relevant advertiser, and that such publishers commission shall not become due to you until 60 days after our receipt of full payment from the relevant advertiser.

•  We will not be liable for payment due to you if we reasonably determine that such impressions were fraudulently generated by any means (‘fraudulent impressions') or were commingled with other fraudulent impressions or clicks. We will also not be liable for advertisements delivered to end users whose browsers have Javascript disabled.

•  You shall be responsible for maintaining accurate and up to date contact and payment information associated with your account. You shall immediately notify us in writing of any changes to information concerning your account. We are entitled to deduct any bank fees and administrative expenses associated with returned payment or cancelled cheques due to a contact or payment error from the publishers commissions accrued to your account.

•  You agree to transmit all your information using secure methods. Your failure to do so may result in your breach of these terms and conditions of use and in the event your personal information are intercepted by an unauthorised third party, you must indemnify us against any losses we suffer as a result of your breach of these terms and conditions of use.

•  For the purposes of Clause 7f, you must agree to use a browser which supports a Secure Socket Layers (SSL) protocol, such as Internet Explorer or Mozilla Firefox or any other browsers which are known to support the SSL protocol to transmit all your information to us.

8. Referral Commission (only applicable to advertisers)

a. We agree to pay to you 5% of the traffic purchased by any advertisers you refer to us.

b. We do not provide impressions as bonus, reward or commission.

9. Scope of Guarantee to Advertisers (only applicable to advertisers)

a. We do not guarantee minimum impression delivery.

b. We guarantee to set up new advertising campaigns within 3 working days (‘guaranteed delivery timeframe for new advertising campaign') of the advertisement creative, design or art work being received by us subject to the condition that our guaranteed delivery timeframe of your new advertising campaign is not delayed by any circumstances beyond our control.

c. We guarantee to make amendments to your advertising campaign already set up by us at your request within 2 working days (‘guaranteed delivery timeframe for amendments to existing advertising campaign') from the date we receive your request to amend your advertising campaign subject to the following conditions:

•  the amendments must be approved by our administration department; and

•  our guaranteed delivery timeframe for amendments to existing advertising campaign is not delayed by any circumstances beyond our control.

d. Where you have selected to advertise using Run of Network (R.O.N.), we do not guarantee your selection of ad placements and you are not entitled to select your ad placements. We have the absolute discretion to place your advertisement in a site chosen by us.

10. Disclaimer

a. We do not accept responsibility for any loss, damage, howsoever caused (including through negligence), which you may directly or indirectly suffer in connection with your use of this website or any linked website, nor do we accept any responsibility for any such loss arising out of your use of or reliance on information contained on or accessed through this website.

b. We offer no warranty in relation to the distribution, or the nature and extent of distribution, of your content to our subscribers or guests of the website.

c. We offer no warranty to the sales performance of members of this website in relation to goods or services advertised or published on this website or on linked websites. Members are solely responsible for his/her or its own sales performance.

d. To the extent permitted by law, any condition or warranty which would otherwise be implied into these terms and conditions is hereby excluded. Where legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included but our liability will be limited for a breach of that condition or warranty to the supplying of the services again or the payment of the cost of having the services supplied again.

e. Our links with linked websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked websites, or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless and to the extent stipulated to the contrary.

11. Exception to Disclaimer

This disclaimer is not affected or modified by any of the other terms and conditions set out below. Nevertheless, our disclaimer does not attempt or purport to exclude liability in relation to any term implied by law which cannot be lawfully excluded.

12. Spam (only applicable to advertisers and publishers)

You must implement spam-blocking devise and take all preventative measures to ensure that your advertisement will not be in any way associated with spam. You are aware that if you are associated with spam causing viruses, worms or other forms of hostile code which potentially damage computer systems or networks, you will be solely liable for computer offences under the Criminal Code Act 1995 (Cth).

13. Search Engine Keyword (only applicable to advertisers and publishers)

In relation to search engine keyword, you must be careful not to select a term that infringes on the trade mark of a third party. You agree to bear the full responsibility of choosing a non-infringing term. You are aware that if you select a keyword that infringes on the trade mark of a third party, you will be solely liable for:

•  infringement under the Trade Marks Act (Cth);

•  passing-off;

•  misleading or deceptive conduct under the Trade Practices Act (Cth).

14. Specific Warnings

a. You must ensure that your access to this website is not illegal or prohibited by laws in Victoria and in your jurisdiction.

b. You must not provide links to our website from any site that contains any material that:

i. will subject us to an action for defamation, breach of copyright, infringement of any other intellectual property rights, or any law whatsoever; or

ii. is not in conformity with accepted standards of public decency and good taste.

c. Objectionable Material

•  We prohibit the use of our website by members who operate websites which contain objectionable material such as pornography, racist material or material with illegal content.

•  We do not support or endorse the advertisement of websites with such objectionable material or websites which have connection with such objectionable material or content.

•  We will not be held responsible for any advertisement that contain or are connected with such objectionable material or content. It is entirely the responsibility of all members to ensure that their websites are affiliated with websites that do not contain or have any connection with such objectionable material or content.

•  In the event that you come across any site which in your opinion qualifies as “child pornography” or any other illegal material, we request that you contact us immediately.

d. Objectionable Material and Family Filtering

•  We encourage users of our website to use discretion when browsing our website. Although not encouraged or endorsed by us in any way, information contained in the website may be found by some users to be objectionable, inappropriate, distasteful, or harmful, especially for young children.

•  Should this be of concern to you and or your family, it is your responsibility to install appropriate filtering software and or devices to limit and reduce the content of such material.

e. Prohibited Uses

You are prohibited from doing and or encouraging or authorising any third party to:

•  generate queries or impressions of or clicks on any links, ads or referrals directly or indirectly, through any automated mechanisms, deceptive, invalid or fraudulent means with the aim of increasing ad statistics. This includes but is not limited to creating repeated manual clicks with the use of tools such as robots, other automated mechanisms and or computer generated enquiry requests and or computer optimisation software or services;

•  edit, modify, alter, truncate, remove, obscure, minimise or change the order of the information contained in any links or ads without obtaining authorisation from us;

•  restrict, minimise, reduce or inhibit the full and complete presentation and or appearance of any webpage when an end user clicks on a link or ad on the webpage;

•  Redirect an end user away from the webpage which the end user intended to view or provide an end user with a version of the webpage which is different from the page which the end user would have access if the end user went directly to the ad or link, or intercept the content of the webpage between the ad and the advertiser page.

f. You must ensure that your data is supplied on the medium and in the format specified on this website.

g. You must take your own precautions to ensure that the process which you employ for accessing this website does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system.

h. For the removal of doubt, we do not accept responsibility for any interference or damage to your own computer system which arises in connection with your use of this website or any linked website.

i. Whilst we have no reason to believe that any information contained in this website is inaccurate, we do not warrant the accuracy, adequacy or completeness of such information, nor do we undertake to keep this website updated. We do not accept responsibility for loss suffered as a result of reliance by you upon the accuracy or currency of information contained in this website.

j. You acknowledge that we are not a publisher of content on this website. Our editorial control is limited to the selection of materials to make available. Any opinions or advice by third parties remain the responsibility of those third parties and we do not guarantee the accuracy, completeness or usefulness of that content or its fitness for any particular purposes.

k. You acknowledge that we have the absolute discretion to ban IP addresses that attempt to enter administration or user pages with incorrect login data.

l. You acknowledge that we have the absolute discretion to delete files which we reasonably believe may cause security risks. We do not accept liability for loss or damage suffered due to those deleted files.

m. You acknowledge that we have the absolute discretion to prefer some advertisements over others and we reserve the right to give priority to such advertisements. We do not accept liability for loss or damage suffered if we choose not to prioritise a particular advertisement.

n. Where the information made available over this service contains opinions or judgements of third parties, we do not purport to endorse the contents of that opinion or advice nor the reliability of that opinion or advice. We do not accept liability for loss or damage caused by your reliance upon any information obtained through this service and it remains your responsibility to evaluate the accuracy, completeness and usefulness of any such information.

o. Responsibility for the content of advertisements appearing on this website (including hyperlinks to advertisers' own website) rests solely with the advertisers. The placement of such advertisements does not constitute a recommendation or endorsement by us of the advertisers' products and each advertiser is solely responsible for any representations made in connection with its advertisement.

p. You must indemnify us and our related bodies corporate and our directors and employees against any claim by a third party arising out of:

•  your breach of these terms and conditions;

•  your use of your links to our material; or

•  your use of our material.

15. Indemnity

You indemnify us, our employees and agents against all actions, claims and demands (including the cost of defending or settling any action, claim or demand) which may be instituted against us arising out of a breach by you of these terms and conditions or arising as a result of your negligent or wilful misconduct in connection with the provision of content pursuant to these terms and conditions.

16. General Release

You agree to release us from all actions and/or claims, existing or arising later, in relation to our website or any services we provide via our website.

17. Copyright

Copyright in this website (including text, graphics, logos, icons, sound recordings and software) is owned or licensed by us. Information procured from a third party may be the subject of copyright owned by that third party. Other than for the purposes of, and subject to the conditions prescribed under, the Copyright Act 1968 (Cth) and similar terms and conditions, you may not in any form or by any means:

•  adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of this website; or

•  commercialise any information, products or services obtained from any part of this website;

without our written permission or, in the case of third party material, from the owner of the copyright in that material.

18. Trade Marks

a. Except where otherwise specified, any word or device to which is attached the ‘TM' or ‘R' symbol is a registered trade mark.

b. If you use any of our trade marks in reference to our activities, products or services, you must include a statement attributing that trade mark to us.

c. You must not use any of our trade marks:

•  in or as the whole or part of your own trade marks;

•  in connection with activities, products or services which are not ours;

•  in a manner which may be confusing, misleading or deceptive;

•  in a manner that disparages us or our information, products or services (including this website).

19. Non-Commercial Use

Unless we agree otherwise in writing, you are provided with access to this website only for your own personal use. You are authorised to print a copy of any information contained on this website for your personal use, unless such printing is expressly prohibited. Without limiting the foregoing, you may not without our written permission on-sell information obtained from this website.

20. Linked Websites

a. This website may contain links to other websites (“linked websites”). Those links are provided for convenience only and may not remain current or be maintained.

•  We are not responsible for the content or privacy practices associated with

linked websites.

c. Our links with linked websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked websites, or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless and to the extent stipulated to the contrary.

21. Privacy Policy

We agree to comply with the terms of our privacy policy.

22. Security of Information

a. Unfortunately, no data transmission over the Internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information which you transmit to us.

b. Any information which you transmit to us is transmitted at your own risk. Nevertheless, once we receive your transmission, we will take reasonable steps to preserve the security of such information.

23. Termination of Access

Access to this website may be terminated at any time by us without notice. Our disclaimer will nevertheless survive any such termination.

24. Governing Law

•  These terms and conditions are governed by laws in force in Victoria .

•  We reserve the right to apply the laws of the jurisdiction you are residing.

•  You agree to submit to the exclusive jurisdiction of the courts in Victoria .

25. General

•  We accept no liability for any failure to comply with these terms and conditions where such failure is due to circumstances beyond our control.

•  If we waive any rights available to us under these terms and conditions on one or more occasion, this does not mean that those rights will automatically be waived on any other occasion.

•  If any of these terms and conditions is held to be invalid, unenforceable or illegal for any reason, the remaining terms and conditions shall nevertheless continue in full force.

26. To Return to the Website

a. To return to the website, click where indicated. By doing so, you acknowledge that you have read, understood and accept the above terms and conditions of use.

b. By clicking ‘Home', ‘Complete registration as member advertiser' or ‘Complete registration as member publisher' in the relevant category, you have accepted and entered into a binding agreement with us which is applicable to the relevant category in which you clicked. If you do not accept the terms and conditions of use, please click ‘Exit'.

For web browers

I accept the above terms and conditions of use – click here: Home

I do not accept the above terms and conditions of use - click here: Exit

For advertisers

I accept the above terms and conditions of use -

click here: Complete registration as member advertiser

I do not accept the above terms and conditions of use –

click here: Exit

For publishers

I accept the above terms and conditions of use-

click here: Complete registration as member publisher

I do not accept the above terms and conditions of use –

click here: Exit