Terms and Conditions of Service
These General Terms and Conditions of Service (hereinafter GTC) regulate the modalities and terms of delivery of the services offered by “Aswell Media S.r.l” to the “Partners”. In the cases set forth by the GTC, the services offered by Aswell Media S.r.l are also governed by the Specific Terms of Service (hereinafter STS). In such cases, the GTC constitute, together with the STS and any attachments, the entire Agreement between the parties. In the event of any inconsistency between the provisions of the GTC and those of the STS, the latter shall prevail over the former. The GTC are accepted by the Partners at the time of the agreement signature. Aswell Media S.r.l reserves the right to modify or integrate in any time, in whole or in part, these GTC , through publication on the site.
1. Acceptance of the contract, duration and renewal
- The contract is deemed accepted by the Publisher at the time of acceptance of these GTC when signing the agreement. In cases where the Publisher subscribes to the STS, the contract is deemed accepted at the time of subscription of the STS.
- These GTC have the duration of one year (twelve months), starting from the moment of their acceptance, and are tacitly renewed from year to year unless a notice of termination of one of the parties is sent in writing, or by e-mail, at least 30 (thirty) days before any annual deadline.
- The STS may establish duration and renewal conditions that are different from those referred to in the previous article 2.
- The changes or additions made by Aswell Media to these GTC , in whole or in part, are published on the Site and are deemed accepted by the Partner at the time of publication, and from that time effective and binding for the same Partner. They may involve changes in the mode of use of the services offered. To this end, the Partner must periodically consult the Site, in order to be informed about the conditions applied.
- The methods for calculating the payments due to the Media Partner and/or to Aswell Media will be based exclusively on the Aswell Media tracking systems. All payments due from and/or owed to Aswell Media will be made in Euro, unless otherwise stated in the STS.
- The fees payable by Aswell Media to the Media Partner or by the Media Partner to Aswell Media are specified according to the CPM model or eventually according to a different model indicated in the STS.
- All amounts accrued and/or due by the Partner are indicated in the Reports and are to be considered inclusive of any eventual levies, social security and financial expenses (for example, transaction fees and payments), which will remain the full responsibility of the Partner. The VAT tax, as well as any withholding taxes, will be applied separately and withheld from the total earnings according to applicable laws and regulations.
- If the Media Partner has been enabled for invoicing, at the beginning of each month, he/she who has reached the Minimum Threshold in the previous month will receive a document request showing the amount due from Aswell Media to the Media Partner. By the 10th of the month, the Media Partner must issue an invoice indicating the same amount and billing information indicated in this request.Aswell Media S.R.L.
Via Volturno 5
20096 Monza- Italy
VAT number: 10825380966
Code for electronic invoicing (for Italian partners):W7YVJK9
The Media Partner’s data indicated in the invoice must match the data previously communicated at the time invoicing was enabled. Within 60 days from the date of issue of the correct invoice, Aswell Media will make the payment for the amount indicated therein. If the invoice is received after the aforementioned period, payment will be made 60 days from the date the invoice was actually received.
- The Media Partner can choose to receive payments via Bank Transfer or PayPal. For Media Partners that are residents or based outside Italy, selecting payment via Bank Transfer can result in an increase of the minimum payment threshold. Any bank fees will be divided in equal parts between the Partner and Aswell Media.
- In any case in a given month when the Media Partner’s payment does not reach the minimum threshold as defined below, or the diverse threshold indicated in the STS (“Minimum Threshold”), payments will not be made. In this situation, the eventual amount below the Minimum Threshold will accrue to the Media Partner’s payment due the following month and will be paid together with the latter only if the Minimum Threshold is reached. The Partner declares that he/she is solely responsible for payment to competent authorities regarding any applicable taxes.The minimum thresholds will vary depending on the payment method and country of residence, and are defined as follows:For Partners residing in Italy:
Minimum threshold of €50 – payment via PayPal
Minimum threshold of €100 – payment by Bank Transfer
For Partners residing in the European Union:
Minimum threshold of €50 – payment via PayPal
Minimum threshold of €100 – payment by Bank Transfer
For Partners residing outside the European Union:
Minimum threshold of €50 – payment via PayPal
Minimum threshold of €1000 – payment by Bank Transfer
- Payments will not be made in any event when the publication of Advertising Messages on Digital Media has not been approved by Aswell Media or in any case Prohibited Content has been published. Payments will also not be made in any case of deceptive and/or fraudulent and/or illicit activity performed by the Media Partner, as determined and at the discretion of Aswell Media.
- If the Partner has not reached the Minimum Threshold within 12 months from the last date which generated payments, all the fees generated on that date and not yet paid will not be considered due and the Partner’s account will be closed.
3. Termination and express termination clause
- The Parties may terminate this agreement at any time and for any reason, by giving written notice to the other party, via email, with an advance notice of at least 30 days.
- In the event that even one of the Partner’s obligations is unfulfilled, the contract shall be terminated immediately and without advance notice, in accordance with article 1456 of the Civil Code; if at that time Aswell Media will communicate to the nonconforming Partner, in writing, also by email, the intention to use this clause, without prejudice to compensation for damages.
- The contract will be terminated immediately when one of the following situations occurs:
If the Partner is declared bankrupt or if he/she requests to be eligible for a composition with creditors or receivership;
Dissolution, liquidation, sale, merger, transformation of the Partner;
- Legal proceedings against the Partner that may compromise or damage the image or the commercial reputation of Aswell Media;
- If Aswell Media has reason to believe that the Partner is using the Services in such a way to cause or be able to cause damage of any nature, including to the image and reputation, to Aswell Media itself, without prejudice to the compensation for damages.
- In any case, of violation of these GTC and STS, Aswell Media reserves the right to suspend at any time and without prior notice the Partner’s account and access to the platform.
4. Limitations and exclusions of liability
- Aswell Media makes no guarantee to the accuracy, truthfulness, and completeness of the Advertising Messages by Advertisers and has no control over them, therefore it is intended that the Advertiser will be the only one responsible for the contents of the Advertising Message.
- Furthermore, Aswell Media does not offer any guarantee concerning the identity, legal capacity, seriousness of intent, or other characteristics of Advertisers; the quality, lawfulness and safety of the products and/or services in the Advertising Messages; the truthfulness and accuracy of the descriptions provided.
- Aswell Media does not offer any guarantee regarding results obtained through the use of the Services, and in particular, regarding the level of Impressions or clicks or views that will be generated by the Advertising Messages and the level of monetization of the Video Content.
5. Declarations and Warranties
- The Partner declares to assume all responsibility for Digital Media and/or Video Content transmitted through the Platforms.
The Partner hereby declares and guarantees:
- that the Digital Media and/or Video Content will not have as the subject nor contain links to Prohibited Content, or otherwise messages that promote such Prohibited Content;
to not transmit through the Digital Media and/or the Video Content any virus, worms, trojans, malware or other cyber threat;
- to be the exclusive owner, and/or to have valid consent or authorization from the owner, of the rights (including Intellectual Property Rights) of the Digital Media, Video Content and Advertising Messages;
- to use the Services within the limits allowed by these GTC and STS, where applicable, in respect to the rights of others (including Intellectual Property Rights) and to the applicable law.
- The Partner agrees to indemnify and release Aswell Media from any liability (and its directors, representatives, agents, and employees) at any time and also after the termination of the contract, against any damages. This includes any legal fees or expenses of any other kind, and against any penalties that Aswell Media was obliged to pay to third parties or to the competent Authorities and caused by the non-compliance and to any other damages and expenses resulting from any other assumptions of responsibility related to Digital Media and/or Video Content transmitted through the Platform.
- Aswell Media may collect, use, and share anonymous information about Users who browse Digital Media and/or consume Video Content, with Advertisers or other third parties in order to create profiles and personalize Advertising Messages based on User preferences. The Partner acknowledges and accepts these aforementioned conditions.
6. Confidential information
- The parties acknowledge that, as a result or for the effect of these GTC, each Party (Receiving Party) may receive from the other Party (Disclosing Party), or otherwise learn, in any form, confidential information.
- In such cases, the Receiving Party will be obliged to (a) ensure the confidentiality of Confidential Information, (b) not publish, reveal and disclose Confidential Information to third parties, without the prior written consent of the Disclosing Party, (c) use the Confidential Information solely to fulfill the duties provided by these GTC.
- The Partner also agrees to keep confidential and to not disclose to third parties (a) the identity of the Advertisers, (b) the performance and payments related to the Campaigns published on the Property and (c) his/her Account and Registration Credentials.
- Confidential Information is not subject to the obligations provided for by this article if: (a) already in the Receiving Party’s possession at the time the same information from the Disclosing Party was received, without any restriction for its use or disclosure, (b) if it is or becomes public domain as long as not resulting from a violation of the obligations provided in this article, (c) received by the Receiving Party from a third party other than the Disclosing Party, which is not bound by obligations of confidentiality and non-disclosure, (d) produced by the Receiving Party without any use of the Confidential Information of the Disclosing Party, (e) whose disclosure is imposed by the observance of provisions of law or regulations, or for the realization of a measure taken by public authority.
- Each Party agrees to take all appropriate measures and precautions suitable to ensure the confidentiality of the Confidential Information, and to ensure that its employees, agents, representatives, and collaborators will follow the obligations provided for in this article.
- The Parties agree to operate in compliance with the applicable laws regarding the processing of personal data. Aswell Media will make the Privacy and Cookie Policies available to the Partner, in the appropriate section of the Site, which constitute an integral and substantial part of these GTC. The Partner declares that he/she has read and accepted the above-mentioned policies.
- Media Partner may be required to give consent to receive commercial information, for example via newsletters, and to communicate data to third parties for their commercial information. In such cases, the Media Partner will be free to give consent or not.
8. Intellectual property rights
- Aswell Media maintains the exclusive ownership of the name, logo, trademarks and distinctive brand elements of which it is the owner or licensee. The use by the Partner of these distinctive elements is permitted only after written permission granted by Aswell Media to the Partner. Such authorization may in no way be considered as a trademark license or give any right to the Partner of the aforementioned brand elements. No provision in these GTC and STS will transfer the intellectual property rights of Aswell Media to the Partner, nor can it be interpreted in this way. The Partner guarantees and agrees to not file, anywhere in the world, any application for the registration of intellectual property rights that are identical or similar or may be confused with the intellectual property rights of Aswell Media. If the Partner becomes aware of acts of unfair competition and infringements of intellectual property rights made by third parties and damaging Aswell Media, he/she must promptly inform Aswell Media.
- The Partner approves the use by Aswell Media of his/her name, brand and logo in presentations, marketing materials, customer lists, financial reports, lists of customer websites, search results pages.
- Each Party agrees to act, for the duration of these GTC and of the STS, in accordance with the applicable law related to copyright, and in particular, to not transmit, disclose, distribute, facilitate the distribution and circulation of copyrighted works, and to not promote the distribution of the same works, if not in possession of regular authorization. Each Party agrees to take all appropriate measures and precautions to ensure the safeguarding of trademarks and distinctive brand elements, agreeing to communicate to the other party any facts or information that he/she has learned that could tied to or considered at risk of possible trademark and/or brand infringement.
9. Information requirements
- The Partner declares and acknowledges that Aswell Media has complied with the information requirements of the Legislative Decree 70/2003. In particular, Aswell Media makes available to the Partner the information required by the Legislative Decree 70/2003 on the Site and in the GTC. Aswell Media also makes available to the Partner the present GTC on the Site, so that it is allowed to reproduce and save them.
10. Communications between the Parties
The parties agree that any communication between them will be via email, at email@example.com . unless otherwise agreed.
11. Miscellaneous provisions
- These GTC, the STS, the introduction and the annexes constitute the entire Agreement between the Parties and supersede any prior agreements, whether written or oral, express or implied, unless otherwise desired. No modification or integration of these GTC and/or STS agreed between the parties will be effective and binding between them if not resulting from a written and signed agreement by the representatives of Aswell Media and the Partners duly authorized for this.
The Partner may assign or transfer its rights or obligations resulting from the GTC only with the prior written permission of Aswell Media.
- No Party shall be limited in exercising the rights deriving from the GTC, unless it has signed an express waiver for this.
- If any provision of these GTC becomes illegal, invalid or otherwise unenforceable according to the law of any jurisdiction, this shall not affect the legality, validity or enforceability of any other provision of these GTC.
- In no event shall these GTC provide for the creation of partnerships or fiduciary or agency relationships between the Parties. Nothing in these GTC may constitute or confer any right or other benefit in favor of third parties.
12. Miscellaneous provisions
These GTC and STS are regulated and interpreted according to Italian law.
- The Parties agree about the jurisdiction and exclusive authority of the Court of Milan in relation to any dispute arising out of this agreement or connected to it. Without prejudice to the different Consumer Jurisdictions, where applicable, and according to the current laws on the subject.