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Introduction.
Blue Consultants S.r.l. is founder and owner of a program envisaging
the affiliation of other sites to the circuit called .
The affiliation compels the affiliate to publish links on his site,
both as advertisements as well as banners (later called Links),
indicated by Blue Consultants on the affiliate’s site. The adhesion
to this affiliation program with Blue Consultants S.r.l. ("Blue")
includes the following document Terms and standard conditions ("Terms
and conditions") for blue’s
program ("Program"). For the sole purpose of
facilitating its understanding, the present document is also provided
with the English translation. It is understood that the version having
legal prevalence is the Italian and it will therefore rule the relationship
between the affiliates and blue.
Art.
1
Program participation.
The participation in the program is subject to blue approval and
to Your continue compliance with the Program Policies (“Program Policies”),
located at
www.blueconsultants.com/terminiecondizioninetwork
o such other URL each as blue may provided from time to time. blue
reserves the right to refuse participation to any applicant or participant
at any time in its sole discretion. By enrolling in the program, You
will declare to be at least 18 years old and to approve that blue can
publish third parties’ links and/or links provided by blue on the website/s
you indicated (each called “Site”). Multiple accounts
held by the individual or entity are subject to immediate termination,
unless explicitly authorized in writing by blue (including through electronic
mail).
Art.
2
Links implementation and operation.
You agree to comply with the specifications provided by blue from time
to time to activate correctly the publication, the control and the processing
of reports referring to the Links and the features of the brand (as
later defined in section 12), unless explicit authorization provided
in writing by blue (including through electronic mail). You can select
a format approved by blue to display the links in relation with the
Site/s, but you acknowledge and agree that the Links: (a) will be displayed
exclusively on the Site/s, each of which is subject to exam and approval
by blue at its discretion and anytime; and (b) that they will be subject
to the instructions for the indexing set forth herein. Moreover, should
you have chosen to receive Links related to the contents you agree not
to publish on any published Page any advertisement link related to the
contents which is not a blue link. Moreover, blue may include some service
features which are unsupported under blue’s current technical documents.
Such features are provided “as they are” and Your use of them shall
be undertaken solely at your own risk.
Art.
3
Exclusive communications with blue.
You commit yourself to send exclusively to blue, ant not to any advertiser,
any communication relating to any Link displayed in relation to your
site/s.
Art.
4
Parties’ responsibilities.
You will be the sole responsible of the Site/s, including all contents
and materials, its maintenance and operation thereof, the proper implementation
of blue’s technical specifications and the compliance with the terms
of present Contract, including the compliance with the Program Policies.
blue reserves the right to investigate, at its own discretion, any activity
that could breach present contract, including, but not limited to, the
use of software applications to access Links or any engagement in other
activities forbidden by present Contract. blue is not liable for any
aspect relating to your site/s and moreover blue is not compelled to
notify you that the Links are not properly displayed the users of the
Site.
Art.
5
Forbidden uses.
You shall not, and shall not authorize or encourage third parties to:
(a) directly and indirectly generate impressions or clicks on any Link,
through automatic, deceitful or anyway unauthorized means, including,
but not limited to, repeated manual clicks, use of robots or other tools
for the automatic generation of clicks and/or the fraudulent use of
other services and/or software; (ii) edit, modify, filter or change
the information contained in any Link, or remove, obscure or minimize
any Link; (iii) frame, minimize or anyway inhibit the complete displaying
of any Webpage reached by a final user after he clicked on any part
of the Link (“Advertiser’s page”) on any webpage hosted
by blue containing a Link; (iv) redirect a final user to a different
site than the advertiser’s page or anyway than the webpage accessed
through the link published on your site/s or provide a different version
than the page that would be reached by the final user, or interpose
any content between the Link and the Advertiser’s Page or the web page
accessed through the link published on your site/s; (v) display any
Link on any error, registration or “thank you page” (i.e. a page that
thanks the user to after s/he registered with the applicable webpage),
or on any chat page, e-mail message, or in any web page or site containing
pornographic, hate-related, violent or illegal material; (vi) access,
launch and/or activate directly or indirectly Links from software applications,
websites or other means other than your site/s, or incorporate other
Links; (vii) “crawl”, “spider”, index or in any non-transitory manner
store or cache information obtained trough the Link or any part, copy
or derivative thereof; (viii) act in any way that could breach the Program
Policies published on blue’s Web Site, according to the changes introduced
from time to time, or any other agreement taken between you and blue,
or engage any action or activity that might have negative repercussions
on blue, or otherwise slander, or diminish blue’s reputation or goodwill.
You acknowledge that any attempt or participation or violation of the
above mentioned constitutes a breach to the material of present Contract
and that we are entitled to have resort to any legal and right action
towards you, including the immediate suspension of your account or the
termination of present Contract and the pursuit of all civil and penal
legal remedies.
Art.
6
Termination; Cancellation.
You may rescind the contract with or without motivation at anytime
by sending written notice to network@blueconsultants.it,
stating the will to annul your participation to the Program. Present
Contract will be deemed terminated within ten (10) workdays of blue’s
receipt of your notice. blue may investigate any activity that might
constitute a breach of present Contract. At any moment and in its sole
discretion, blue can terminate the Program totally or partly, terminate
this Contract or suspend or terminate totally or partly the participation
of any Site to the Program for any reason. Moreover, blue reserves the
right to terminate without notice any account that has not generated
a sufficient number of clicks on the Links (as measured by blue) for
a period of two (2) or more months. At the end of the participation
of a Site to the Program or at the termination of present Contract due
to any reason, Sections 2, from 5 to 9 and from 13 to 16 shall survive
termination.
Art.
7
Confidentiality.
You commit yourself not to disclose blue confidential information without
blue’s prior written consent. “blue confidential information”
include, without limitations: (a) all blue’s software, technology, programming,
specifications, materials, guidelines and documents relating to the
Program; (b) clicks-through rates or other statistics related to the
performance of the Site included in the Program provided to you by blue;
and (c) any other information defined in writing by blue as “Confidential”
or similar definition. Anyway, you can accurately disclose the amounts
of blue’s gross payments to you according to the provisions of the Program.
blue’s confidential information do not include information become of
public knowledge without any breach from your side or from blue’s side,
nor information which have been (i) independently developed without
any access to blue Confidential Information, as evidenced in writing;
(ii) rightfully received by you from third parties; or (iii) required
to be disclosed upon request of the judicial authorities or of any other
governmental authority.
Art.
8
No guarantee.
blue does not issue any guarantee regarding the level of impressions
relating to any Link or to the clicks on them, to the time of delivery
of such impressions and/or clicks, or to the amount of any payment in
your favour under present Contract.
Art.
9
No warranty.
blue makes no warranty, express or implied, including, without limitations,
links, other services, and explicitely disclaims the guarantees or conditons
of non infringement, merchantability and fitness for any particular
purpose. In presence of links based on non-blue content, blue shall
not be liable in relation to the display of such links.
Art.
10
Limited liability; Force majeure.
Except for any obligation of compensation or confidentiality hereunder,
or your breach of intellectual property rights and/or proprietary interests
in relationship to the program, (i) in no event shall either party be
liable of consequential, special, indirect, exemplary or punitive damages
whether in contract , both according to contract as well according to
tort or any other legal theory, even if such party has been advised
of the possibility of such damages, and notwithstanding any failure
of essential purpose of any limited remedy, and (ii), blue's aggregate
liability to publisher under this contract for any claim is limited
to the net amount paid by blue to publisher during the three month period
immediately preceding the date of the claim. Each party acknowledges
that the other party has entered into present Contract relying on the
limited liability stated herein in the Contract itself, and that those
limitations are an essential basis of the agreement between the parties.
Without limiting the foregoing and except the obligations related to
the payment, neither party shall be liable for any omission or delay
deriving from any condition beyond the reasonable control of the party
itself, including, but without limitation, governmental acts, terrorist
actions, earthquakes or other acts of God, labour conditions and power
failures.
Art.
11
Payment.
You shall receive a payment relating to the number of valid clicks on
the Links displayed in relation to your site/s, according to blue’s
provisions for the participants to its Program. If not otherwise agreed
in writing between the parties (also including to electronic mail),
the payments in your favour will be sent by blue within about 30 (thirty)
days after the end of each calendar month in which the Links are published
on your Site/s if the balance in your favour is equal to or higher than
€ 100. Should this contract be terminated, blue shall pay the balance
in your favour within about 90 (ninety) days after the end of the month
in which the contract is terminated by you or by blue. Anyway, in no
event shall blue make payments for balances lower than € 10. Notwithstanding
the above mentioned, blue shall not be liable of any payment requested
on the basis of (a) balance deriving from: invalid clicks on the Links
generated by persons, robots, automatic programs or similar device,
as reasonably determined by blue, including, without limitations, any
click or impression (i) generated from IP address or by a computer under
your control or (ii) solicited by the payment of an amount of money,
false representation or request for the final users to click on the
Links; (b) Links in favour of charities and other placeholder or transparent
Connections that blue might deliver; (c) clicks co-mingled with a significant
amount of invalid clicks according to the previous item (a), or as
a result of any breach of present Contract by you for any period of
any applicable pay period. blue reserves the right to withhold payments
or charge back your account, due to any of the foregoing or any breach
of present contract in any aspect by you, during the investigation made
by blue on one of the above mentioned cases or for any breach by you.
Moreover, should you not be up-to-date with the payments due to blue
referring to any of the blue programs or products, blue reserves the
right to withhold the payment until the outstanding amounts are balanced
or to offset amounts due in relationship with the Program with the amounts
you due to blue. In order to assure a proper payment, you are solely
responsible for the delivery and the maintenance of the accurate contact
and payment information associated with your account. Any bank fee relating
to returned or cancelled cheques because of wrong contact or payment
information may be deducted from the newly issued payment. You commit
yourself to pay all the fees or charges applicable imposed by any government
entity with reference to your participation to the Program. At any moment
blue may change its pricing and/or payments structure. Should you wish
to object any payment made within the Program, you must notify blue
in writing within thirty (30) of any such payment; failing this, it
will be result in the waiver by you to any such disputed payment. payment
shall be calculated on the sole basis of the registrations maintained
by blue. No other measurement or static data shall be taken into consideration
by blue, nor will affect this Contract. The payments made within present
contract shall be used by you only and may not be transferred or passed
in any way to third parties (i.e. distributed to Sites you manage requesting
separate payments), unless blue’s explicit written authorization (including
by electronic mail).
Art.
12
Advertisement.
You approve that blue may use your name and logo in presentations, marketing
materials, customer lists, financial reports and lists of clients’ web
sites. Should you wish to use commercial names, trademarks, service
brands, logos, domain names and other distinctive brand features (“Brand
Features”), you can do this, provided that this happens according
to the provisions of present Contract and to the guidelines for the
use of blue’s Features of the trademark in force, and according to any
content or reference contained in them and anyway upon written authorization
(including through e-mail) issued by blue on this aspect.
Art.
13
Representation and Guarantees.
You represent and warrant that: (a) all of the information you provided
to blue to enrol the Program is correct and up to date; (b) you are
the owners of each Site or that you are entitled to act in name of the
owners of such Site/s to the purposes of this Contract and of the Program;
(c) you have all the necessary rights, powers and authorities to enter
into this Contract and to perform all the acts required of you hereunder.
Moreover you represent and warrant that each Site and the material displayed
herein: (i) complies with every applicable law, statutes, ordinances,
and regulations; (ii) does not breach and has not breached any right
or obligation towards persons or bodies, including, without limitations,
intellectual property rights, advertisement or confidentiality rights,
or the rights or duties relating to the customer’s protection, product
liability, torts or to contract theories; (iii) are not pornographic,
hate-related messages or otherwise violent in content.
Art.
14
Your compensation commitments.
You commit yourself to guarantee, defend and hold blue, its agents and
affiliates, its partners, his managers, officers and employees and applicable
third parties (such as advertisers, syndication partners, licensors
and licesees, the consultants and the contractors) (collectively called
“Indemnifies Person/s”) undamaged from and against any claim,
liability, loss and expense started by third parties (including damage
awards, settlement amounts and reasonable legal fees), brought against
any Indemnified Person/s arising our of, related to or which may arise
from your use of the Program, the Site/s and/or by any breach of any
term of present Contract.
Art.
15
blue rights.
You agree that blue has all the rights, titles and interests, including,
without limitation , intellectual property rights (defined below) in
and to the Program (including the strategy of distribution of if the
links of blue and the Brand Features and excluding the products licensed
by blue to third parties) and that you will not acquire any right, title
or interest in and to the Program, except what explicitly set forth
in the present Contract. You commit yourself not to modify, adapt, translate,
prepare material, decompile, decode, disassemble the program, or anyway
not to attempt to extract the source code from any blue service, software
or document, or not to create or attempt to create a substitute or similar
service or product through the use or access to the Program or proprietary
information related thereto. You commit yourself not to remove, obscure
or alter blue’s copyright notices, brand features or other proprietary
rights notices affixed to or contained within any blue service, software
or documents (including, without any limitation, the display of blue’s
brand features with links. The expression “Intellectual property
rights” identifies any right regulated each time by patent laws,
copyright laws, semiconductor chips protection law, moral rights law,
trade secret law, trademarks law, on ordinary course of business law,
on data protection law and on any other right relating to proprietary
rights as well as any enforcement, renewal, extensions, reintroductions
and reinstatements thereof currently in force or that might be enforced
in the future worldwide.
Art.
16
Information rights.
blue may retain and use, subject to the terms of its privacy policy,
all information you provide including but not limited to site demographics
and contact and billing information. You accept that blue may transfer
and disclose to third parties personally identifiable information about
you for the purpose of approving and enabling your participation in
the Program including any third party that resides in jurisdictions
with less restrictive data laws than yours. blue may also provide information
in response to valid legal actions such as subpoenas, search warrants
and court orders or to establish, exercise its own legal rights or defend
against legal claims. blue disclaims all responsibility and will not
be liable to you, in any way, for any disclosure of such information
by third parties. blue may share non personally identifiable data about
you with advertisers, business partners, sponsors and other third parties,
including specific statistics on the Site and similar information collected
by blue. Moreover you guarantee blue the right to access, index and
cache the Site/s or any portion thereof.
Art.
17
Miscellaneous.
Present Contract shall be ruled by Italian laws, except for its principles
relating to legislative conflicts. For any dispute or claim deriving
from or related to present Contract the parties acknowledge that the
place of jurisdiction will be Ancona. Present Contract constitutes the
entire agreement between the parties with reference to the subject matter
hereof. Any change to present contract must be introduced in writing
by both parties, or through your on line acceptance of the updated terms,
or after your continued participation in the Program after such terms
have been updated by blue. The failure to require performance of any
provision shall not affect a party’s right to require performance at
anytime thereafter; nor shall the waiver of any breach of default of
this Contract constitute a waiver of the provision itself. Should any
provision herein is held unenforceable, then such provision will be
changed in order to reflect the parties’ intentions, while the remaining
provisions of present Contract will remain in full force in every respect.
You are not authorized to resell, assing or transfer any of your rights
hereunder. Any such attempt may result in termination of present Contract,
without any liability to blue. Notwithstanding the foregoing, blue may
assign present Contract to any affiliate at any time and without notice.
The relationship between you and blue is not one of a legal partnership
relationship, but is one of independent contractors.
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