Terms & Conditions
TRAFFLANE INC.
A Delaware Limited Liability Company
Last Updated: March 06, 2026
A Delaware Limited Liability Company
Last Updated: March 06, 2026
These Terms & Conditions (“Terms”) govern all services provided by TRAFFLANE INC. (“Agency,” “we,” or “us”) to any client (“Client”) engaging our services under a Statement of Work (“SOW”), proposal, order form, or invoice.
By engaging Agency, executing an SOW, paying an invoice, or otherwise using our Services, Client agrees to be bound by these Terms. Agency’s collection and use of personal information through its website is governed by its separate Privacy Policy.
1. Definitions
For purposes of these Terms, the following definitions apply:
“AAA” means the American Arbitration Association.
“Agency” means TRAFFLANE INC., a Delaware limited liability company, including its affiliates, officers, directors, employees, contractors, subcontractors, and authorized representatives.
“CCPA” means the California Consumer Privacy Act, as amended by the California Privacy Rights Act (CPRA).
“Client” means the individual or legal entity engaging Agency’s Services under an SOW, proposal, order form, or invoice.
“Confidential Information” means non-public business, financial, technical, strategic, marketing, or operational information disclosed by one party to the other in connection with the Services.
“Deliverables” means specific work product expressly identified in an SOW as deliverable to Client.
“GDPR” means the General Data Protection Regulation (EU) 2016/679.
“KPI(s)” (Key Performance Indicators) means agreed performance metrics used to evaluate campaign effectiveness.
“Personal Data” (or “Personal Information” as defined under applicable U.S. law) means any information relating to an identified or identifiable natural person as defined under applicable data protection laws.
“Platform(s)” means third-party advertising networks, social media platforms, search engines, blockchain networks, exchanges, influencer marketplaces, analytics tools, payment processors, hosting providers, and other digital systems used in connection with the Services.
“Services” means the marketing, consulting, advertising, strategy, analytics, creative, optimization, automation, Crypto and Web3 marketing, influencer engagement, and related services described in an applicable SOW.
“SOW” (Statement of Work) means a written document, proposal, order form, or similar agreement describing the scope of Services, Deliverables, fees, timelines, performance structure, and other commercial terms.
2. Scope of Services
Agency provides the Services, which may include marketing and related services, including but not limited to:
Agency retains professional discretion regarding strategy, creative direction, campaign structure, optimization methods, and subcontractor engagement.
Unless expressly agreed in writing, Services are non-exclusive.
3. Term and Engagement
Unless otherwise specified in the SOW:
Agency may suspend or terminate Services immediately in cases of non-payment, fraud, unlawful conduct, sanctions exposure, or material breach.
4. Fees and Payment
Fees are set forth in the applicable SOW and may include retainers, project fees, performance-based fees, or hybrid models.
Invoices are due within fifteen (15) days unless otherwise stated.
Late payments may accrue interest at 1.5% per month or the maximum permitted by law.
Agency may suspend Services for non-payment upon notice.
Client may not offset or withhold payments absent written agreement.
Advertising spend and third-party costs (including platforms, influencers, software tools, exchanges, or payment processors) are the responsibility of Client unless expressly included in the SOW.
Client is responsible for applicable taxes excluding taxes on Agency’s net income.
5. Performance Measurement
Performance metrics shall be measured as defined in the SOW. If not specified, platform-native dashboards shall serve as the primary reporting source.
Client acknowledges that:
Marketing results depend on numerous external factors including market conditions, competition, pricing, creative assets, platform policies, algorithm changes, and regulatory developments.
Agency uses commercially reasonable efforts but does not guarantee specific outcomes.
6. Client Responsibilities
Client represents and warrants that:
Client acts as the data controller for personal data collected through campaigns. Where applicable law requires, the parties shall execute a Data Processing Agreement prior to processing Personal Data. Agency acts solely as a service provider/processor.
Client is responsible for:
For personal data collected through Agency’s own website, Agency acts as the business/controller and processes such data in accordance with its Privacy Policy.
8. Intellectual Property
Upon full payment, Client owns custom Deliverables specifically created under the SOW. Prior to full payment, Agency grants Client a limited, revocable, non-exclusive license to use Deliverables solely for internal review purposes.
Agency retains ownership of:
Unless restricted in writing, Agency may reference Client as a customer and use non-confidential results for portfolio or marketing purposes.
9. Confidentiality and Non-Solicitation
Each party agrees to protect non-public business, financial, or technical information disclosed in connection with Services.
Confidentiality obligations survive for five (5) years after termination.
During the Term and for twelve (12) months thereafter, Client shall not directly solicit for employment Agency personnel materially involved in providing Services.
10. Disclaimer of Warranties and Assumption of Risk
Services are provided using commercially reasonable efforts.
EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED “AS IS.”
Agency does not guarantee:
Platform policies and algorithms may change without notice. Regulatory authorities may impose restrictions or enforcement actions.
Client assumes full business risk associated with its products, services, and campaigns.
11. Indemnification
Client agrees to indemnify and hold Agency harmless from third-party claims arising from:
To the maximum extent permitted by law:
Agency’s total aggregate liability shall not exceed fees paid by Client during the three (3) months preceding the claim in the aggregate and not per claim.
Agency shall not be liable for:
13. Termination
Either party may terminate upon thirty (30) days’ written notice.
Client remains responsible for:
14. Miscellaneous
Governing Law. These Terms shall be governed by the laws of the State of Delaware.
Arbitration. Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware.
Prior to initiating arbitration, the disputing party shall provide written notice describing the nature of the dispute, and the parties shall attempt in good faith to resolve the dispute within thirty (30) days of such notice.
Class Action Waiver. The Client waives any right to participate in class actions against the Agency.
Force Majeure. Agency shall not be liable for delays caused by factors beyond our control, including natural disasters, acts of government, sanctions, cyberattacks, exchange failures, blockchain disruptions, regulatory actions, algorithm changes, or platform shutdowns.
Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Entire Agreement. These Terms, together with any applicable SOW, constitute the entire agreement between the parties. Agency reserves the right to amend these Terms with thirty (30) days’ prior written notice to Client. Continued use of Services following notice constitutes acceptance.
Electronic Execution. Electronic signatures shall be deemed valid and binding.
By engaging Agency, executing an SOW, paying an invoice, or otherwise using our Services, Client agrees to be bound by these Terms. Agency’s collection and use of personal information through its website is governed by its separate Privacy Policy.
1. Definitions
For purposes of these Terms, the following definitions apply:
“AAA” means the American Arbitration Association.
“Agency” means TRAFFLANE INC., a Delaware limited liability company, including its affiliates, officers, directors, employees, contractors, subcontractors, and authorized representatives.
“CCPA” means the California Consumer Privacy Act, as amended by the California Privacy Rights Act (CPRA).
“Client” means the individual or legal entity engaging Agency’s Services under an SOW, proposal, order form, or invoice.
“Confidential Information” means non-public business, financial, technical, strategic, marketing, or operational information disclosed by one party to the other in connection with the Services.
“Deliverables” means specific work product expressly identified in an SOW as deliverable to Client.
“GDPR” means the General Data Protection Regulation (EU) 2016/679.
“KPI(s)” (Key Performance Indicators) means agreed performance metrics used to evaluate campaign effectiveness.
“Personal Data” (or “Personal Information” as defined under applicable U.S. law) means any information relating to an identified or identifiable natural person as defined under applicable data protection laws.
“Platform(s)” means third-party advertising networks, social media platforms, search engines, blockchain networks, exchanges, influencer marketplaces, analytics tools, payment processors, hosting providers, and other digital systems used in connection with the Services.
“Services” means the marketing, consulting, advertising, strategy, analytics, creative, optimization, automation, Crypto and Web3 marketing, influencer engagement, and related services described in an applicable SOW.
“SOW” (Statement of Work) means a written document, proposal, order form, or similar agreement describing the scope of Services, Deliverables, fees, timelines, performance structure, and other commercial terms.
2. Scope of Services
Agency provides the Services, which may include marketing and related services, including but not limited to:
- Paid media and performance advertising
- SEO and search optimization
- Funnel development and conversion optimization
- Influencer and affiliate marketing
- DTC growth strategy
- Crypto and Web3 marketing
- AI-driven marketing automation
Agency retains professional discretion regarding strategy, creative direction, campaign structure, optimization methods, and subcontractor engagement.
Unless expressly agreed in writing, Services are non-exclusive.
3. Term and Engagement
Unless otherwise specified in the SOW:
- Initial term: three (3) months
- Thereafter: automatic month-to-month renewal
Agency may suspend or terminate Services immediately in cases of non-payment, fraud, unlawful conduct, sanctions exposure, or material breach.
4. Fees and Payment
Fees are set forth in the applicable SOW and may include retainers, project fees, performance-based fees, or hybrid models.
Invoices are due within fifteen (15) days unless otherwise stated.
Late payments may accrue interest at 1.5% per month or the maximum permitted by law.
Agency may suspend Services for non-payment upon notice.
Client may not offset or withhold payments absent written agreement.
Advertising spend and third-party costs (including platforms, influencers, software tools, exchanges, or payment processors) are the responsibility of Client unless expressly included in the SOW.
Client is responsible for applicable taxes excluding taxes on Agency’s net income.
5. Performance Measurement
Performance metrics shall be measured as defined in the SOW. If not specified, platform-native dashboards shall serve as the primary reporting source.
Client acknowledges that:
- attribution models may vary;
- different analytics systems may produce differing results;
- minor discrepancies do not constitute breach.
Marketing results depend on numerous external factors including market conditions, competition, pricing, creative assets, platform policies, algorithm changes, and regulatory developments.
Agency uses commercially reasonable efforts but does not guarantee specific outcomes.
6. Client Responsibilities
Client represents and warrants that:
- all advertising claims are truthful and legally substantiated;
- its products and services comply with applicable laws;
- it owns or has rights to all materials provided to Agency;
- funds used to pay Agency are derived from lawful sources;
- it is not subject to sanctions or restricted-party lists.
- regulatory compliance;
- data protection compliance;
- token or securities compliance (if applicable);
- refund and customer service practices.
Client acts as the data controller for personal data collected through campaigns. Where applicable law requires, the parties shall execute a Data Processing Agreement prior to processing Personal Data. Agency acts solely as a service provider/processor.
Client is responsible for:
- lawful consent collection;
- privacy policies and disclosures;
- cookie compliance;
- compliance with GDPR, CCPA, and other applicable laws.
For personal data collected through Agency’s own website, Agency acts as the business/controller and processes such data in accordance with its Privacy Policy.
8. Intellectual Property
Upon full payment, Client owns custom Deliverables specifically created under the SOW. Prior to full payment, Agency grants Client a limited, revocable, non-exclusive license to use Deliverables solely for internal review purposes.
Agency retains ownership of:
- proprietary frameworks and methodologies;
- templates, automation systems, and tools;
- optimization processes and know-how.
Unless restricted in writing, Agency may reference Client as a customer and use non-confidential results for portfolio or marketing purposes.
9. Confidentiality and Non-Solicitation
Each party agrees to protect non-public business, financial, or technical information disclosed in connection with Services.
Confidentiality obligations survive for five (5) years after termination.
During the Term and for twelve (12) months thereafter, Client shall not directly solicit for employment Agency personnel materially involved in providing Services.
10. Disclaimer of Warranties and Assumption of Risk
Services are provided using commercially reasonable efforts.
EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED “AS IS.”
Agency does not guarantee:
- revenue or profitability;
- return on investment;
- token price performance or liquidity;
- exchange listings;
- investor participation;
- uninterrupted platform access;
- approval of advertisements by platforms.
Platform policies and algorithms may change without notice. Regulatory authorities may impose restrictions or enforcement actions.
Client assumes full business risk associated with its products, services, and campaigns.
11. Indemnification
Client agrees to indemnify and hold Agency harmless from third-party claims arising from:
- Client products or services;
- advertising claims;
- regulatory violations;
- data protection failures;
- token offerings, NFT sales, or securities-related matters;
- disputes with payment processors or platforms.
To the maximum extent permitted by law:
Agency’s total aggregate liability shall not exceed fees paid by Client during the three (3) months preceding the claim in the aggregate and not per claim.
Agency shall not be liable for:
- lost profits or revenue;
- token underperformance;
- regulatory fines;
- platform bans or suspensions;
- reputational harm;
- indirect or consequential damages.
13. Termination
Either party may terminate upon thirty (30) days’ written notice.
Client remains responsible for:
- accrued fees;
- current billing period;
- non-cancellable third-party commitments.
14. Miscellaneous
Governing Law. These Terms shall be governed by the laws of the State of Delaware.
Arbitration. Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware.
Prior to initiating arbitration, the disputing party shall provide written notice describing the nature of the dispute, and the parties shall attempt in good faith to resolve the dispute within thirty (30) days of such notice.
Class Action Waiver. The Client waives any right to participate in class actions against the Agency.
Force Majeure. Agency shall not be liable for delays caused by factors beyond our control, including natural disasters, acts of government, sanctions, cyberattacks, exchange failures, blockchain disruptions, regulatory actions, algorithm changes, or platform shutdowns.
Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Entire Agreement. These Terms, together with any applicable SOW, constitute the entire agreement between the parties. Agency reserves the right to amend these Terms with thirty (30) days’ prior written notice to Client. Continued use of Services following notice constitutes acceptance.
Electronic Execution. Electronic signatures shall be deemed valid and binding.