blue program
Terms and conditions
 

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.