Trellian Direct Search Network Terms of Service
This Agreement governs your use of Trellian Direct Search Network services and features of the Trellian Direct Search Network (Services). By using the Services, you are agreeing to be bound by these terms of service ("Trellian Direct Search Network Terms of Service").
In order to utilize the Service you MUST agree to the applicable Terms of Service, which agreement is achieved by creating and using a Trellian Direct Search Network user account.
Changes and Modifications
Trellian reserves the right to make technical, interface and service changes without notice. Recourse available to you in cases of any modifications is to cancel the relevant service Agreement. Continued use of the Service following changes and modifications will constitute your binding acceptance.
Please refer to the Terms in Advertiser Redirect Agreement
Website Service Levels and Access
We will use our best endeavors to make our website available at all times, but cannot guarantee it will operate without interruptions or be error free. We cannot accept liability for any cases of its unavailability. In cases where Service is unavailable for more than five (5) days in any one calendar month, any subscription fees applicable will be waived for that particular month. Any loss of revenues during down times is neither covered nor recoverable.
Access to the website is free to all. Access to password protected sections of the website is limited and can be accessed with a valid account.
Automated solutions, including tools, software applications and online systems used to access Trellian user accounts can only be used with permission. Please contact us to obtain permission.
We reserve the right to: (i) refuse the provision of services to any user; (ii) cancel user accounts; (iii) cancel, change, suspend and modify services offered to users at any time without notice or liability; or (iv) block any domain or traffic with the potential of causing disruption to the Trellian service or that are in violation of the Restrictions section.
Advertiser's Role In Protecting Account Security
Advertiser will use reasonable security measures to protect their Trellian Direct Search Network account against unauthorized usage and/or access. In addition, third party usage or access is not permitted.
Advertiser will be responsible for any unauthorized or third party account activity. Advertiser will notify Trellian immediately if there has been a breach in security that compromises their account.
Direct to Advertiser Services
Trellian offers a range of direct to advertiser services, either through direct advertiser relationships or through various third party solutions that have advertiser relationships.
Hosting and Content
Trellian Services rely on domain names to be pointed to approved domain name servers. Trellian provides real time domain traffic statistics for such domains. Trellian does not provide domain hosting services for content nor does it control the content displayed on such domains. Trellian Direct Search Network redirects domain traffic to third party name servers. The content displayed on said domains are controlled and supplied by the third party providers. Trellian and related entities cannot be held liable for any content displayed on such domains.
Trellian Direct Search Network policy forbids forwarding of traffic to URLs containing any form of malicious advertising, illegal content, fraud, or socially unacceptable content. This includes, but is not limited to, (a) URLs containing forced downloads, phishing, pharming, malware, ransomware, scare tactics, racism, violence, illegal drugs, defamation, etc, and (b) URLs containing content that infringes on any intellectual property rights such as patents, copyrights, trademarks, or trade secrets of any third party entity. Users violating this Malicious Use Policy will have their accounts suspended indefinitely and risk the loss of their deposit.
Notices shall be in the form an email, system message alerts or as a post on the Trellian.com forum.
By opening a Trellian account you agree to receive emails from Trellian and related entities. You have the ability to unsubscribe at any time.
Termination for Cause. This Agreement may be terminated by one of the parties for cause immediately by providing notice upon the occurrence of any of the following events; (i) If the other ceases to do business, or otherwise terminates its business operations; or (ii) If the other shall fail to promptly secure or renew any license registration, permit, authorization or approval for the conduct of its business in the manner contemplated by this Agreement or if any such license, registration, permit, authorization or approval is revoked or suspended and not reinstated within thirty (30) days; or (iii) If the other breaches any material provision of this Agreement and fails to fully cure such breach within thirty (30) days (ten (10) days in the case of failure to pay) of written notice describing the breach; or (iv.) If the other becomes insolvent or seeks protection under any bankruptcy receivership trust deed, creditor's arrangement composition or comparable proceeding, or if any such proceeding is instituted against the other and not dismissed within thirty (30) days.
Termination for Convenience. You may terminate and cancel your service at any time with the discontinued use of this website.
Termination for Breach. Trellian may terminate and cancel your service with immediate effect if Trellian Client violates our Direct to Advertiser Services policies.
Survival. Except as otherwise specified in this Agreement, all Sections will survive any termination or expiration of this Agreement.
The Trellian Service relies on data sourced from a number of providers, including third party providers. We endeavor to provide real time traffic statistical data and apply quality filters as an when applicable. We cannot accept liability for any cases of data skews and/or quality levels.
We also warrant that Trellian will not violate any third party contractual obligations in relation to third party providers.
Except as expressly set forth in this Agreement, neither party makes and each party expressly disclaims any warranties as to the subject matter of this Agreement, including implied warranties of title, non-infringement, merchantability, or fitness for a particular purpose. For the avoidance of doubt, (a) the Service is provided "as is"; and (b) Trellian makes no representations or warranties regarding the number, quality, or content of any Advertisements or the timing of delivery of such Advertisements, and, accordingly, Trellian Customers expressly assumes all risk and responsibility with respect thereto. Neither party shall be liable for any interrupted or inoperability of the Internet, technical malfunction, computer error, corruption or loss of information.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
If for any reason we are held liable, our liability is limited to the amount paid by you for applicable service(s) concerned. The parties acknowledge and agree that this section is an essential element of the Agreement and that, in its absence, the economic terms of this Agreement would be substantially different.
Release and Indemnification
Trellian customers releases and forever discharges Trellian and any related entities from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Trellian services.
Neither party shall be liable for the failure to perform any of its obligations under this Agreement, except for payment obligations, if such failure is caused by the occurrence of any event beyond the reasonable control of such party, including without limitation, fire, flood, strikes and other industrial disturbances, failure of raw materials suppliers, failure of transport, accidents, riots, insurrections, acts of God or orders of governmental agencies.
This Agreement shall be governed by Australian Law and the State of Victoria shall have exclusive jurisdiction in connection herewith. Trellian will comply with all applicable laws under this jurisdiction.
If Trellian wins any action, suit, or proceeding arising from or based upon these Terms of Service, then Advertiser shall be responsible for reimbursing Trellian for reasonable attorneys' fees plus the costs of the action, suit, or proceeding.
If a court of law or other tribunal of competent jurisdiction finds any provision of this Agreement invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement as expressed herein.
The parties agree that the terms and conditions of this Agreement shall prevail over any contrary or additional terms in any purchase order (unless agreed to in writing by both parties), sales acknowledgment, confirmation or any other document issued by either party.
Each party will treat all information received or gained from the other party in confidence. Only by way of mutual agreement between the parties can information about any aspect of the agreements, pricing, relationships, products, services, plans or details of the other party's business be divulged to a third party. Information shall not be deemed confidential for the purposes of this Agreement that
- is already known to the non-disclosing party at the time of disclosure;
- is or becomes publicly known through no wrongful act of the non-disclosing party, including by public announcement by the disclosing party;
- is received from a third party without similar restrictions and without breach of this Agreement; or
- is independently developed by the non-disclosing party;
- is lawfully required to be disclosed by any governmental agency or otherwise required to be disclosed by law.