Terms

SPRINTRADE S.R.L.
 
PUBLISHER’S AGREEMENT

The translated English version is only for your understanding of the Italian text – it is not legally binding. The translation is complete and correct, but not ready to be called legally correct.

Said agreement governs and regulates the conditions and methods of collaboration of the parties, specified below as PUBLISHER, and of their participation in the SPRINTRADE ADVERTISING NETWORK, owned by Sprintrade S.r.l., with registered office in Via Lorenzo Respighi n.7-00197 Rome, Tax Code and VAT n.08757631000.

DEFINITIONS 
SPRINTRADE ADVERTISING NETWORK: a set of services provided by Sprintrade S.r.l. for the exclusive benefit of the parties, respectively defined Advertiser and Publisher, through which - via the hardware and software tools that are available to Sprintrade – the browsing activities of a USER on the web are permitted and monitored and that – through redirecting from the site of the Publisher to that of the Advertiser, along with the completion of certain activities (including but not limited to: viewing the site, purchasing online and, if applicable, the registration) - originate the recognition of predetermined fees for the benefit of the Publisher and at the expense of the Advertiser.

USER: third party that operates through browsing on the web and proceeds in completing online purchases or subscribes to leads related to products and initiatives of the Advertiser after being directed to the relevant sites through clicking on the banner or other advertising and/or promotions present - in accordance with the promotions provided for by SPRINTRADE ADVERTISING NETWORK - on the site of the Publisher. 

PUBLISHER: the owner of a website having the characteristics described below, for which registration with the SPRINTRADE ADVERTISING NETWORK has been expressly accepted by Sprintrade S.r.l. 

ADVERTISER: the entrepreneurial party who, having joined the SPRINTRADE ADVERTISING NETWORK, has undertaken to grant to each Publisher a commission following the completion of the activities provided therein by the User, who has been directed to the specific site as a result of having browsed in the Publisher's website.

1. CONDITIONS OF PARTICIPATION

Those who may request to be Publishers for SPRINTRADE ADVERTISING NETWORK are individuals (as long as they are of adult age and have the required legal capacity), institutions, whether approved or not, companies or other legal persons - as their legal representative - who own websites that meet the following criteria:
- have content that is their own and original, pursuant to applicable provisions of law, therefore, excluding websites that are solely structured as lists of links or mere advertising; 
- are fully functional and complete; 
- do not contain content - also mediated through links – that, according to the discretion of Sprintrade, are vulgar, obscene, or have references such as to incite discrimination and racial, political, or religious hatred , or promote and/or include content that promotes violence; 
- do not violate any intellectual property rights; 
- do not promote illegal substances or activities; 
- do not promote or facilitate piracy and hacking activities; 
- do not determine or facilitate any other type of illegal activity.

2. METHOD OF PARTICIPATION

Participation in the SPRINTRADE ADVERTISING NETWORK intervenes after the explicit acceptance by Sprintrade S.r.l. of the registration submitted electronically by the owner of the site, or by the owner’s legal representative. 
Registration with the SPRINTRADE ADVERTISING NETWORK implies complete acceptance of the agreement, unconditionally and in its entirety. 
Sprintrade S.r.l. shall respond to the registration through an e-mail sent to the address that shall be provided by the applicant, as soon as all the verifications it deems appropriate shall be carried out. 
The possibility of a tacit acceptance of the registration by the SPRINTRADE ADVERTISING NETWORK is expressly excluded.
Upon completion of the acceptance by Sprintrade S.r.l., the applicant shall become Publisher for the SPRINTRADE ADVERTISING NETWORK. 
Participation determines establishing an open-ended contractual relationship between Sprintrade S.r.l. and the Publisher. 
Sprintrade S.r.l. reserves the right to refuse registration at its own discretion, without being obliged to state the reasons for said decision.

3. RIGHT TO UNILATERALLY TERMINATE THE AGREEMENT

Sprintrade S.r.l. shall also be fully entitled to unilaterally terminate the relationship of collaboration and, therefore, exclude the Publisher from the SPRINTRADE ADVERTISING NETWORK at any time, whether as a result of any modifications of the content, directly and/or indirectly, of the Publisher’s site, or as a result of a different assessment of the original content of the website itself. 
Any modification of the content, directly and/or indirectly, of the Publisher’s site that, if present at the time of registration, would have resulted in the rejection of its acceptance, shall be the direct responsibility of the PUBLISHER with regards to any future action for damages and/or indemnity, which may ever be brought against Sprintrade S.r.l. by a third party in general, expressly including Advertisers.

4. UNILATERAL RIGHT TO WITHDRAW

Sprintrade S.r.l. and the Publisher have, and reciprocally agree to, the full right to withdraw, at any time, from the relationship of collaboration, regardless of the cause or reason, contained in the statement. In this case, withdrawal from the agreement shall be deemed, for all purposes, in effect from when the relevant statement shall be received with a written notice, by registered mail or by e-mail, to the legal, real, or electronic address of the recipient.

5. UNILATERAL MODIFICATION AND/OR INTEGRATION OF THE TERMS AND CONDITIONS OF THE AGREEMENT

The Publisher acknowledges Sprintrade S.r.l. the right to unilaterally modify or integrate the terms and conditions of said agreement. 
The modifications and/or integrations shall be automatically effective ten days from the date of receipt by the PUBLISHER of the relevant notification.

6. CONDITIONS OF USE OF THE SPRINTRADE ADVERTISING NETWORK FOR THE PUBLISHER

The Publisher is authorized to add to its website, and/or newsletter, banners and other creations, browsers, and links that promote Advertisers on Sprintrade, as specified in the offers proposed by the Advertisers. 
The Publisher undertakes to promote Sprintrade campaigns only and exclusively in approved websites, specified in the Publisher’s data sheet. Any commissions generated as a result of traffic from websites different than those approved shall not be validated and paid. 
Following the activation of an account, the Publisher can create advertising space (hereinafter called Placement) or use that provided by Sprintrade for the promotion of campaigns in the SPRINTRADE ADVERTISING NETWORK.
The Publisher acknowledges to each Advertiser that it promotes on Sprintrade, and at any time, the right to request - without the need of an explicit motivation - the removal of its creations or any other additional and/or different element and content that constitutes a reference to its image and/or allows browsing on its site.

The Advertiser is granted the right to establish special conditions of use for its banners and other elements of appeal, specifying the content in the relevant offers, provided they do not come into conflict with the terms of said agreement.

The Publisher undertakes, henceforth, without reservation whatsoever, to immediately comply with the Advertiser’s request, subject to its right to verify through Sprintrade S.r.l. the reasons and legitimacy of such a request. If the above option is exercised by the Advertiser, it shall not grant any right, compensation, or indemnity on behalf of the publisher, whatever may be the reason behind the decision of the Advertiser.

7. GUARANTEES AND OBLIGATIONS OF THE PUBLISHER

The Publisher is liable for information provided at the time of registration with Sprintrade and shall undertake to update the latter in the event where any modifications are made thereof.
The Publisher shall make sure to constantly adjust its activities and the content of its site so that it complies with all current and applicable regulations and laws, both domestic and EU, as well as with the guidelines and requirements that shall be made public by Sprintrade S.r.l.
The Publisher shall also respond for the content of its site and undertake to indemnify and hold Sprintrade S.r.l. harmless from any request proposed to the Publisher by any Advertiser, or third parties in general - including individuals, corporations, associations, institutions, and unions – whose object is the request for compensation of any kind of damage that finds its cause in light of the content and/or management of, or links of the same, PUBLISHER’s site. 
The Publisher agrees and guarantees that it shall not proceed in generating false traffic on its website, aimed at the fraudulent acquisition of rights towards any Advertiser and, therefore, not to send spam, or implement various artifices that would cause the appearance of activity not directly referable to the free determination and will of the Users. 

The Publisher undertakes and guarantees that it shall not proceed in perpetrating acts of circumvention of the counting systems for Sprintrade statistics, in particular: the false increase of views, clicks counted, and false leads/sales generated. 
The Publisher acknowledges that any modification of the codes provided by Sprintrade for viewing advertising is considered alteration of data, in particular: making advertising space invisible and/or inserting advertising spaces in spots that are not visible (ex. at the bottom of a page).
The Publisher acknowledges that the display of Sprintrade advertising space in a website, other than that registered, is deemed null and void and no commission shall be paid to the Publisher generated from the web site that is not registered. If the Publisher wishes to place advertising space in another site, the Publisher must first add the site to its account and wait for approval from Sprintrade. 
The Publisher acknowledges that it is absolutely forbidden to click on the advertising spaces, in order to generate a lead or a sale and/or ask others to do so, directly or indirectly. 
The Publisher agrees to only use advertisements approved by Sprintrade S.r.l. and to not modify or create its advertising unless it is expressly authorized by Sprintrade S.r.l.
Sprintrade S.r.l. continuously monitors the traffic of the Publisher’s websites to detect fraudulent situations. In the event that a fraudulent situation is detected, the account of the PUBLISHER shall be suspended pending further verification. It shall be the obligation of the PUBLISHER to prove to Sprintrade S.r.l. its innocence in the fraudulent situation detected. If the fraudulent activity is confirmed, Sprintrade has the right to close the account of the Publisher and terminate the contractual relationship for right cause without prior notice. 
As of now, it is agreed between the parties that, in the event of fraudulent behavior, the Publisher shall be required to repay the commissions that were unduly earned, which shall then be returned to the Advertiser. 
Sprintrade reserves the right to take further legal action against the Publisher for which an alteration of the data set forth above has been ascertained. 

8. GUARANTEES GIVEN BY SPRINTRADE S.R.L.

Sprintrade S.r.l. guarantees that the software used for the activities carried out by the SPRINTRADE ADVERTISING NETWORK is functional and well tested and allows for the proper execution of the monitoring , redirecting, and accounting services required to reach the benefits offered to the PUBLISHER as a result of participating in the SPRINTRADE ADVERTISING NETWORK .
Nevertheless, the parties agree that any errors, malfunctions, or disorders in the software through which the SPRINTRADE ADVERTISING NETWORK operates shall constitute, by express agreement, causes of force majeure, pursuant to and for the purposes of the Civil Code.
Consequently, henceforth, the Publisher shall waive any claim for damages and/or indemnity against Sprintrade S.r.l. , provided that the latter shall be required to carry forth all the activities that, correctly and in good faith, appear suitable in removing, within the minimum time necessary, the causes of the system failure.
By express covenant, it is agreed upon that, Sprintrade S.r.l. may never be held responsible for the consequences due to any difficulty in use of the site, any electronic malfunctions, lack of dialogue between the server, nor for the consequences deriving from defects or holes in the software system used to manage the SPRINTRADE ADVERTISING NETWORK, as well as failure of the same due to the need for routine or unscheduled maintenance and/or implementation. 

In the event of non-payment of commissions by the Advertiser, Sprintrade may seek payment from the Publisher for the amount previously paid.

9. STIPULATING COMMISSIONS FOR THE PUBLISHER

Sprintrade S.r.l. shall verify, through its own software, the trend of traffic from the Publisher’s to the Advertiser’s website and record the information that the latter shall provide in relation to the results of the transactions initiated by of the above stated redirection process. 
Sprintrade S.r.l. shall also proceed in taking account of the commissions earned by the Publisher as a result of the successful completion of the activities involving viewing, registration, buying and selling, and generation of leads on the Advertiser’s sites. 
A report, updated in real-time, relevant to the traffic generated and the commissions earned, shall be available at the SPRINTRADE ADVERTISING NETWORK.
The commissions due to the PUBLISHER shall be paid by the dates established in the PAYMENT PROCEDURES, specified in the Sprintrade Support Center, and only after Sprintrade S.r.l. has received full payment of the amount due by the Advertiser. 
The fees are to be considered inclusive of any duty or tax, excluding VAT and fees of any kind, if applicable.
Payment of the commissions due to the PUBLISHER shall be made, provided that their total amount exceeds the amount of Euro 50.00. Otherwise, the relevant payment shall be postponed to the next first deadline, when said minimum amount is reached.
The commissions shall be paid, as a rule, through Payoneer , wire transfer, or Paypal. For non-EU Publishers, commissions shall be paid only through Payoneer and Paypal.
Only for italian resident where the limit of Euro 5,000 of net income is exceeded (Gross income of Euro 6,250) during a calendar year of remuneration earned by each Publisher, pursuant to Legislative Decree n.276 dated 2003, Sprintrade shall only acknowledge payment to those with a VAT registration. If the Publisher exceeds said limit and does not have a VAT number, payment to said Publisher shall be suspended until an invoice with a VAT number can be issued.
On the amounts accrued and unpaid, default interest shall not be applicable.
The Publisher shall be responsible for payment of all taxes imposed by law on the amounts in question.

10. APPLICABLE LAW AND JURISDICTION

Said Agreement is governed by Italian law. Any dispute concerning its existence, validity, interpretation, and execution shall be referred to an Arbitration Board, in Rome, which shall judge through three members - one appointed by each party and the third by mutual agreement between the two or, in failing to do so, by the President of the Court of Rome - as amicable arbitrators, observing the rules referred to in the Arbitration Rules of the Chamber of Commerce of Rome, as specified in the website of the Arbitration Chamber of the Chamber of Commerce of ROME - Arbitration Service, which the parties declare to have acknowledged and accepted. 
The Board shall proceed according to standard procedures and the law, and shall issue the award, which shall be enforceable within 90 days after it has been established.

11. CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA

The Parties undertake to treat as confidential the data submitted by the other party, to not disclose them to any unauthorized person, nor use them for purposes other than those agreed upon, in good faith and in compliance with these contractual provisions. 
In any event, Sprintrade S.r.l. shall process data from the Publisher solely for the following purposes: 
- performance of said agreement; 
- implementation of the legal and fiscal obligations that depend from said agreement.
Sprintrade S.r.l. informs the Publisher that the authorization relevant to processing personal data is required, in order to implement the obligations arising from said agreement. Refusal by the PUBLISHER to grant authorization for processing said data precludes the acceptance of the Publisher’s registration with the SPRINTRADE ADVERTISING NETWORK and, therefore, makes it impossible to execute the agreement.
If authorization to process the data is denied and/or revoked upon acceptance, it shall be impossible to implement the agreement and shall determine, ipso jure, its termination.

Sprintrade S.r.l. shall divulge the data of the PUBLISHER only to its staff (including third party consultants with a mandate to manage the legal and/or fiscal aspects of the activities carried out by Sprintrade S.r.l.) involved in activities required for fulfilling the obligations arising from the agreement, and to third parties towards which there is a legal obligation of disclosure.
All legal rights are expressly recognized, in particular, those provided for and regulated by law n.675/96 and subsequent amendments and/or integrations.

In addition to the conditions established by this contract, the contract for the processing of data pursuant to art. 28 to Regulation (EU) 2016/679 as set out below in Annex 1.

The content of said agreement is protected by copyright and by applicable international laws and conventions relevant to copyrights. Any unauthorized use of the contents of said agreement is considered a violation of copyright and brand ownership laws, as well as of applicable civil and criminal laws.

ANNEX 1
DATA PROCESSING AGREEMENT PURSUANT TO ART.  28 OF REGULATION (EU) 2016/679

The present Data Processing Agreement ("DPA") is part of the Terms and Conditions of the service offered by the Sprintrade Advertising Network and is effective between the Publisher (hereinafter "Publisher") and the Sprintrade Srl (hereinafter, the "Sprintrade"). The parties will take all necessary measures for the data processing which complies with the requirements of the existing legal framework in the field of data processing and to the regulation (EU) no. 2016/679 relating to the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC  (General Data Protection Regulation).

    1. 1.DEFINITIONS AND INTERPRETATION

Unless otherwise defined in this document, capitalized terms and expressions used in this Agreement (including recitals of this document) have the following meanings:

    1. 1.1"CONTRACT" means any existing agreement valid for the Services entered into by the  Parties at the date of this Addendum or subsequently;

    2. 1.2"APPLICABLE LAW"  means any law, statute, declaration, decree, directive, legislative issue, order, ordinance, regulation, norm or other binding restriction  (including any legislative and/or regulatory or subsequent amendments) to which both parties this Contract are subject;

    3. 1.3"PROCESSED DATA" means any Personal Data of the Visitor and the Publisher  processed by Sprintrade pursuant to this Contract;

    4. 1.4"DATA CONTROLLER" means the person defined in the EU legislation on data protection;

    5. 1.5"RESPONSIBLE FOR PROCESSING" means the subject defined in the EU legislation on data protection;

    6. 1.6"INTERESTED PARTY" means a natural person in respect of which the Personal Data may be processed by the Data Processor under the Terms and Conditions of the Service or this Agreement;

    7. 1.7"EU DATA PROTECTION LEGISLATION" means:

      1. 1.7.1before 25 May 2018, the EU Data Protection Directive (Directive 95/46/EC);

      2. 1.7.2starting from 25 March 2018, the EU General Data Protection Regulation (regulation 2016/679, hereafter "GDPR"), in the version eventually modified, re-elaborated or replaced and from time to time in force;

      3. 1.7.3the EU Directive on Privacy and Electronic communications) (Directive 2002/58/EC), as  amended by Directive 2009/136 / EC, which may be amended, revised or replaced and which is in force;

      4. 1.7.4all national data protection legislation that incorporates or complements the laws described above.

    8. 1.8"PUBLISHER" means the owner of a website for which the registration in the Sprintrade Advertising Network has been expressly accepted;

    9. 1.9"PERSONAL INFORMATION": means any information concerning an identified or identifiable interested person; identifiable person means a natural person who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more specific elements characteristic of his physical, physiological, psychological, economic, cultural or social identity;

    10. 1.10"PROCESSING" means attributed to it in EU data protection legislation;

    11. 1.11"SENSITIVE DATA": means special categories of personal data referred to in article 9 of GDPR;

    12. 1.12"SERVICES" means the services specified in the Terms and conditions of the service;

    13. 1.13"SPRINTRADE" or "SPRINTRADE ADVERTISING NETWORK" means Sprintrade S.r.l. with registered office in Rome, Via Lorenzo Respighi 7, 00197;

    14. 1.14"VISITOR" means any interested person who clicks on an ad and/or accesses the Sprintrade advertiser's website through a link from a Publisher's website, e-mail or other promotional channel approved by Sprintrade.

  1. 2.THE OBJECT OF THIS ADDENDUM

    1. 2.1This Addendum supplements the Terms and conditions of the service that regulate the relationship between Sprintrade and the Publisher as of 25 May 2018 and which apply to data processing and security.

    2. 2.2All other terms and conditions shall remain in full force and effect.

    3. 2.3In case of any inconsistency between the clauses indicated in the terms and conditions of the service and the present Addendum, the provisions contained therein will prevail.

  2. 3.COMPLIANCE WITH EU DATA PROTECTION LEGISLATION

    1. 3.1The Publisher may disclose or make available to Sprintrade the Data for processing by  Sprintrade for the purpose of running the service as otherwise described in the Contract ("Permitted Purpose").

    2. 3.2The Publisher is a Data Controller who divulges or makes available to Sprintrade, and Sprintrade processes the Data as a separate and independent Data Controller strictly for the Purpose allowed. In no case, the subjects will process the Data jointly in charge of the treatment of the joint.

    3. 3.3Each Party states and guarantees that it will comply at any times with EU on data protection law during the period of validity of the agreement, which will include:

      1. 3.3.1Data processing in compliance with EU data protection laws;

      2. 3.3.2Provide interested parties all information required under the EU data protection laws to ensure that they understand how their personal information will be treated in accordance with this agreement.

    4. 3.4Sprintrade will implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks that the data processing acts under this agreement, in particular against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to personal information by unauthorized persons.

    5. 3.5To the extent that Sprintrade processes personal data from the European Economic Area or Switzerland in a country that has not been designated by the European  Commission or the Swiss Federal Data Protection Authority as a provider of an adequate level of personal data protection, the parties acknowledge and agree that Sprintrade will provide adequate safeguards (under the EU data protection law) for such personal data, fulfilling its obligations  in the implementation of any other legal data export mechanism permitted by the EU data protection law.

    6. 3.6If one of the parties instructs a third party processor to process data on its behalf, that party will comply, and ensure that this third party complies with the requirements of the contract and of the EU legislation on data protection. Each party is fully responsible for the acts and/or omissions of its responsible for transformation as if they were acts or omissions of their own.

    7. 3.7The Parties agree to provide reasonable assistance to each other in order to allow each of them to satisfy the requests for access by the interested parties (in relation to access to personal data, correction, restrictions on processing, deletion or portability or any other right) and to respond to any other requests or complaints from stakeholders ("Request of Data Subject") in accordance with EU data protection law.

    8. 3.8Sprintrade uses cookies and similar tracking technologies (such as identifiers of mobile devices) to deliver its services (hereinafter "cookies"). The Publisher will ensure that adequate notification and consent mechanisms are displayed on the digital properties from which the data are collected, as required by EU data protection laws, so that Sprintrade may use cookies in a lawful manner for the Permitted Purposes.

    9. 3.9Upon request, Sprintrade will provide the Publisher with the information that it may reasonably request regarding Sprintrade's cookies, so that the Publisher can ensure that such information is included in the Publisher's privacy policy. Sprintrade will not use the data collected by cookies for the Purposes Allowed by Visitors who have opted for exclusion from the Services.

    10. 3.10This section 3 shall apply after the termination or expiration of the Contract. Upon termination or expiration of the Contract each Party may continue to treat the Data under its control, provided that this treatment complies with the requirements of this section and EU data protection law.

    11. 3.11The Publisher will be responsible for compliance with all transparency and legality requirements necessary according with EU data protection laws in order to disclose the data to Sprintrade for processing for permitted purposes, and Sprintrade will be liable separately and independently of the compliance with EU data protection laws regarding the processing of data received from the Publisher.

  3. 4.APPLICABLE LAW

    This DPA shall be governed by the laws of the country specified in the Contract.