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This agreement (“Agreement“), is entered into upon the date of subscription by and between:

Agon Digital, with its registered office in Viale Spartaco Lavagnini,7 Firenze 50129 Italy, Business Register registration number FI - 670490, Tax Code and VAT number IT06976370483, share capital €10.000 (i.v.), fully paid up (“Agon Digital”);

and

the publisher, who has an interest in working as a Private Network Publisher in Agon Digital’s Network (“the Publisher”).

Agon Digital and the Publisher are hereinafter jointly referred to as the “Parties”.

a) In order to receive payments for their work as Private Network Publisher, the Publisher must accept the binding terms and conditions of this Agreement and become authorized as a "Publisher" in Agon Digital’s Private Network Program. The Publisher will not receive commission payments if the Publisher does not accept the provisions of this Agreement.

b) The Publisher must be registered with and accepted by Agon Digital as a “Publisher” in Agon Digital´s Private Network Program. The Publisher will be informed by Agon Digital if and when the Publisher has been accepted as a “Publisher” in the Private Network Program.

c) This Agreement is limited to the Publisher’s participation in the Private Network Program as described in section 2 below.

d) Please read this Agreement carefully. By clicking on the "Register" button the Publisher accepts the binding terms and conditions of this Agreement.

1. Preliminary provisions and definitions
1.1 The following terms when used in this Agreement shall have the following meanings:
1.2 "Linked Website" - means a Website to which the Publisher has placed a link on their own website and which is connected to the Private Network Program registered with Agon Digital.
1.3 "Visitor" - means any person who clicks on a link placed on the Publishers website and thereby is connected to a Linked Website.
1.4 "Click" - means a click by a Visitor on a link on the Publisher''s website serving a Linked Website to the Visitor''s browser.
1.5 "Lead" - means a Visitor who is connected to a Linked Website by the Publisher and who has completed a definite act at the Linked Website, for example made a registration as a user.
1.6 "Transaction/sale" - means a Visitor who is connected to a Linked Website by the Publisher and who has completed an agreement to buy a product, service or anything else supplied on the Linked Website.
1.7 "Traffic" - is a collective term for valid Clicks, Leads and Transactions/sales.
1.8 "Artificial Traffic" - is a collective term for invalid Clicks, Leads and Transactions/sales, which may originate (for example and without limitation) from automatic openings, spiders, robots, requests in e-mail or chat rooms, script generators, placing links on other websites than informed and Clicks which are not generated by a browser, Clicks which are not preceded by an active act of a Visitor who wants to reach a certain website.
1.9 Words denoting the masculine gender include the feminine and other genders and words denoting the singular number only shall include the plural and vice versa.

2. The Service
2.1 The Publisher is allowed to place links on his website that direct Visitors to the website which is connected to the Private Network Program and is registered with Agon Digital.
2.2 Information about the Private Network Program will be available from Agon Digital. The Publisher is responsible for keeping himself informed about any amendments to the Private Network Program. The Publisher must comply with the requirements of the Private Network Program, including, in particular, any stipulations as to the nature and content of the Publisher''s website and the use of third party or other Publishers’ trade marks and logos.
2.3 Agon Digital reserves the right to modify the payment service. The Publisher will be notified of all such changes by e-mail by Agon Digital. If the Publisher does not accept the changes, the Publisher will not be paid.

3. Obligations of the Publisher
3.1 The Publisher is solely responsible for his website and its contents and shall ensure that they conform at all times to all applicable laws and regulations.
3.2 If the Publisher is a natural person, they must be at least 18 years of age. If the Publisher has not reached the age of 18, a parent must give his consent to the Publisher’s registration with Agon Digital's service. The registration of a Publisher below the age of 18 without parental consent will not be valid.
3.3 The Publisher warrants that the information provided to Agon Digital about himself and his website is correct, accuratem, complete and submitted in due time and that the information corresponds to actual facts. The Publisher must immediately notify Agon Digital of any changes in this information by updating the information about him on Agon Digital’s website. If the Publisher is a limited company, the Publisher must provide Agon Digital with the Publisher''s full registered name, company registration number, registered office, trading address, if different, and VAT number if registered.
3.4 The Publisher warrants either that the rights to all information and productions on the Publisher's website belong to the Publisher or that the owner of the rights to the information and productions on the Publisher's website has given his explicit permission to their publication there. The Publisher also warrants that the information and productions on the Publisher's website do not infringe any rights of third parties, including intellectual property rights, and that such information and productions are not offensive, prohibited or questionable in any way. The Publisher therefore will indemnify and hold Agon Digital harmless for any direct, indirect, or consequential costs or request for damages or liabilities arising from any breach of this section by the Publisher.
3.5 The Publisher must not in any way generate or contribute to generating Artificial Traffic to Linked Websites.
3.6 The Publisher must notify Agon Digital immediately of any known or suspected improper or wrongful use of the Publisher's links to Agon Digital´s website and/or the Private Network Program service in any way whatsoever.

4. Remuneration
4.1 The conditions of remuneration for the Private Network Program are agreed upon between the Publisher and Agon Digital.
4.2 The Publisher shall issue invoices to Agon Digital based on Agon Digital's invoice requests, using the data for the previous month's activity validated by Agon Digital. Payment to the Publisher will be made directly to the Publisher's bank account. Accordingly, the Publisher is responsible for including their bank account details, such as the bank name and branch, sort code of the branch, and the Publisher's account number, on their monthly invoices. The Publisher must also promptly notify Agon Digital if any changes occur in the Publisher's bank account details.
4.3 The Publisher is responsible for the payment of all tax and national insurance payable on any payments made to him by Agon Digital.

5. Limitation of Liability
5.1 Agon Digital shall not be liable for costs and damages incurred by the Publisher arising out of this Agreement, unless they are caused directly by Agon Digital’s gross negligence or willfull misconduct in providing its service. Agon Digital shall not in any circumstances be liable for indirect or consequential damages and costs incurred by the Publisher for any reason whatsoever.
5.2 Agon Digital will not be liable for defects in the service, interruptions in the accessibility to the service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in Agon Digital's service or for any damage caused by viruses or components to the service, the Publisher’s software and/or the Publisher''s website. Agon Digital shall not be liable for any error in the implementation of the links on the Publisher's website or for the specified function of the links.

6. Termination
6.1 This Agreement shall come into force upon the Publisher’s acceptance as a “Publisher” and shall remain in effect until terminated.
6.2 The Publisher is entitled to terminate this Agreement with immediate effect at any time. The Publisher must cease to use the service immediately upon the termination of this Agreement and delete all links to Linked Websites.
6.3 Agon Digital is entitled to terminate this Agreement and/or suspend the Publisher from the Private Network Program if:

• 1. Agon Digital considers the Publisher or the content of his website inappropriate in any way.
  
• 2. The Publisher acts fraudulently or illegally in any way, or the Publisher generates or tries to generate Artificial Traffic to Linked Websites, or the Publisher in any other way breaches any of the provisions of this Agreement or any applicable Addenda, if any.
  

6.4 Upon suspension of the Publisher from the Private Network Program, the Publisher shall immediately delete all links to Agon Digital’s Linked Websites or other relevant website/s.
6.5 Upon termination of this Agreement, Agon Digital shall inform the Publisher immediately through the Agon Digital’s Private Network Program’s interface, and the Publisher shall immediately cease to use the service and delete all links to Linked Websites.
6.6 This Agreement expires immediately on termination and no remuneration will be paid to the Publisher for the Private Network Program if the Agreement is terminated or the Publisher is suspended for the reasons stated in 6.3.

7. Indemnity
7.1 The Publisher shall keep Agon Digital indemnified against any claims for damages or other claims for compensation arising from the contents of the Publisher's website or any incorrect information given to Agon Digital by the Publisher. The Publisher shall also compensate Agon Digital for any other damages or costs caused by the Publisher's improper, negligent or unauthorised use of Agon Digital's service and technical problems or loss of data caused by the Publisher on Agon Digital's website.

8. Assignment of the Agreement
8.1 The Publisher may not assign or pledge his rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of Agon Digital. The Publisher agrees that Agon Digital may assign its rights and obligations under this Agreement and divulge or transfer information about the Publisher's website, e-mail etc to any third party.

9. Consent
9.1 The Publisher consents to sharing their name and contact information with Advertisers in the event of specific client requests or data breaches.

10. Severability and Entire Agreement
10.1 If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, the Parties shall agree upon any necessary amendment of the Agreement in order to achieve the interests and objectives of the Parties prevailing at the time of execution of the Agreement.
10.2 This Agreement shall form the entire agreement between the Parties and supersedes all prior agreements, understandings, negotiations, and representations, whether oral, written, or implied, between the parties regarding the subject matter hereof. Only written addenda or amendments executed by the Publisher shall be considered part of this Agreement, and any other documents or communications shall not be incorporated into this Agreement unless expressly incorporated by a signed addendum.

11. Intellectual Property Rights
11.1 Tradedoubler owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the service or software necessary for the service. The Publisher does not acquire any rights or licenses whatsoever under this Agreement other than to use links to Linked Websites on the terms of this Agreement. The violation of the present section will entitle Agon Digital to ask for an amount of 15.000 Euro by way of liquidated damages.

12. Applicable Law
12.1 The Publisher is solely responsible for the legality of the use of the service if the Publisher is registered to Agon Digital's service from a country other than Italy or if the Publisher's website is on a server in a country other than Italy.
12.2 This Agreement is subject to and shall be construed in accordance with the laws of Italy, excluding its choice of law provisions, and is subject to the exclusive jurisdiction of the Italian courts.

https://agondigital.com/privacy-policy/