Premises, definitions and applicable law

This Affiliate Program Operating Agreement (“Operating Agreement“) contains the terms and conditions governing your participation in the MinDesign Srl Affiliation Program (the “Program“). “We“, “us“, “our” or “MinDesign Srl” refer to MinDesign Srl. “You” or “yours” refer to the applicant. The “website” indicates the website “idea3di.com ” “idea3di.com website”. “Your site” means any site (sites) and application (applications) software that you own or manage and associate with the idea3di.com Website. Please note that software applications cannot participate in the Program.

By selecting the box with which you accept the terms and conditions of this operating agreement, or continuing to participate in the program, even after the publication by us of a change notice or a modified agreement on the idea3di.com website, and, in case of changes to the provisions of this operative agreement, by sending  a notice to the e-mail address, at that moment, associated with your program account, you:

a) agree to be bound by this operating agreement and operational documentation;

b) confirm and accept to have independently assessed the opportunity to participate in the program and not rely on representations, guarantees or statements other than those expressly stated in this operative agreement;

c) declare and warrant that you are legally authorized to sign contracts (eg. you are not a minor or a legally incapable person) and respect and continue to comply with this operating agreement, including the requirements for participation in the affiliation program;

d) accept to comply with all the obligations set out;

e) hereby declare and warrant that you and your financial institutions are not subject to sanctions or otherwise designated on any list of prohibited or restricted parts or owned or controlled by such a party;

f) you will not export, re-export, transmit or cause the export, re-export or transmission, directly or indirectly, of any goods, software or technology (“articles”) in any country or to any individual, company or organization to which such export, re-export or transmission is restricted or prohibited, including any country, individual, company, organization or entity under sanctions or embargoes operated by the United Nations, the departments of state, treasury or commerce of the United States of America, European Union or any other competent governmental authority;

g) understand that any part of the software, technology or related information to which you and your employees or collaborators may have access may be subject to export control laws and regulations (“controlled export materials”). You will not allow you, without the prior written approval of MinDesign srl, to any of your employees or collaborators to access or use controlled export materials if such access or use requires an export license;

h) the function of this operative agreement is solely and exclusively that of channeling and regulating the relationships that occasionally and casually should be proposed by you (“contractual proposal”) through the use of your special Link and accepted by us (“acceptance of the proposal”) with the fulfillment of the client’s order;

i) the parties must in any case comply with the Operating Agreement in good faith and with due diligence in the correct execution of the contract in accordance with the rules established by Italian law.

Furthermore, in the event that this operating agreement is signed by a company or another legal entity, the person signing this operating agreement, in the name of that company or entity, hereby, declares and guarantees to be authorized and legally entitled to bind this company or entity to this operating agreement.

Agreement

1. Description of the Program

The purpose of the Program is to enable you to advertise Products on your site and to earn advertising commissions for Eligible Purchases (as defined in Article 7 Advertising Commissions) made by your end users. A “Product” is any item sold on the idea3di.com Website. The Product may also include some services. In order to facilitate the promotion of the Products, we may provide you with data, images, texts, link formats, widgets, links and other promotional tools, and other information related to the Program (“Content”). The Content expressly excludes any information, image, text and other information or content related to the Excluded Products and products offered on another site other than the idea3di.com website.

2. Registration

To start the registration process, you must submit a complete and accurate application for membership. In your registration you will have to indicate your site. For the purposes of this Operating Agreement, “your site” means your website or mobile application (defined below). We will evaluate your application and inform you if it has been accepted or rejected. Your question may be rejected if we believe your site is not eligible. The unsuitable sites include, by way of example, those that:

(a) promote or contain material with explicit sexual or violent character;

(b) promote or contain libelous or defamatory material;

(c) promote discrimination or resort to discriminatory practices;

(d) promote or practice illegal activities;

(e) include any registered trademark of MinDesign Srl, or a variant or mispronunciation of a registered trademark of MinDesign Srl or its affiliated companies, user name, group name, or other identifier on any website owned by third parties;

(f) otherwise violate intellectual property rights.

In your request to join the Program, you must indicate precisely the main method that you will adopt to send the end users on the idea3di.com website. You will only select one method and if you are not sure please contact us before submitting your application. If at any time during the term of this Operating Agreement you will modify your site or your subscription to the Program, you must update the information on your account immediately. If the category indicated by you is deemed inappropriate for your profile, we may at any time and from time to time, modify it with a more suitable one for you.

This Operating Agreement concerns your participation in the Program exclusively for the idea3di.com Website for which your registration has been accepted.

If we refuse your application, you can resubmit your application at any time. However, if we accept your application and subsequently we will ensure that your site is not eligible, we may terminate this Operating Agreement.

You will need to ensure that the information contained in your application for membership of the Program and otherwise associated with your account, including your email address and other contact information and identification of your site is always complete, accurate and updated. We may send you notifications (if any), authorizations (if any), and other communications relating to the Program and this Operating Agreement to the email address that will be associated with your Program account at the moment. All notifications, authorizations and other communications will be sent to that e-mail address, even if the e-mail address associated with your account is no longer current.

Mobile Applications: If you wish to include Special Links (defined below) in a software application designed and intended for use on mobile phones, tablets or other mobile devices (hereafter “Mobile Application”), you must include the name of the Mobile Application and the link to your Mobile Application in your request to join the Program. We will evaluate your application unquestionably and we will inform you if it is accepted or rejected.

3. Links on Your Web Site

After receiving the admission notification that you have been admitted to the Program for a the idea3di.com Website, you will be able to publish the Special Links on your site.

The “Special Links” are links to the idea3di.com WebSite for which you have been admitted to the Program, to be inserted on your site, in accordance with this Operating Agreement, which appropriately use special tag formats marked with tags that we will provide (including the Affiliate ID you received for the specific idea3di.com website) in a compliant manner, and that comply with the Affiliate Program Linking Requirements.

Special Links allow an accurate tracking, reporting and crediting of advertising fees.

The Special Links published in Approved Mobile Applications may be provided by the Min Design Srl Mobile API Affiliates (“AMA API“) or the Product Advertising API, including any Special Links published in an integrated Web browser, and must use the Affiliate ID that we have assigned specifically for your Mobile Applications Approved.

You will be able to receive advertising fees only to the extent provided for in art. 7. Advertising commissions and only with regard to the activity carried out on the relevant idea3di.com website, which takes place directly through the appropriate Special Links. We will not be required to pay you advertising fees in the event you fail to correctly format as a Special Link the links on your site to the idea3di.com website, including to the extent that such a failure may result in a reduction in advertising fees that should otherwise be paid to you pursuant to this Operating Agreement.

4. Program Requirements

By subscribing to the Program, you agree to comply with all the requirements of the aforementioned program, all pages, tables, policies, guidelines, specifications, user manuals and supporting materials that will be made available to you, and other documents and materials cited in this Operating Agreement (collectively, “Operating Documentation”).

You will need to provide us with all the information we require to verify your compliance with this Operating Agreement or with any Operating Documentation. In addition to any other right or remedy available to us, we may terminate this Operating Agreement for cause, in the event that we believe one of the following conditions against you or other parties that we believe are affiliated with you or act in concert with you (in relation to any existing or previously disabled Affiliate account):

• you have not complied with the requirements or restrictions described on the page Requirements for participation in the Affiliate Program or have otherwise violated this Operating Agreement or any Operating Documentation;

• you have violated the License;

• you have violated the requirements or restrictions described in the applicable agreements, which regulate the participation in any offer of the Affiliate Program;

From time to time, we may send you e-mails related to the Program:

Furthermore, we could:

• register, use, and disclose information relating to your site and the use of your site, obtained by us through your publication of Special Links;

• automatically analyze and otherwise inspect your site to verify compliance with this Operating Agreement or any Operating Documentation.

5. Responsibility for Your Site

You will be solely responsible for your site, including its development, operation, and maintenance and all the materials that are displayed on it or contained therein. For example, you will be responsible for:

• the technical functioning of your site and all the related equipment;

• the publication of the Special Links and Content in accordance with this Operating Agreement, the Operating Documentation, any applicable law and any agreement between you and any other person or entity (including any restrictions or requirements that you have been subjected to by a person or entity hosting your site);

• the creation and publication of messages and the guarantee of the accuracy, completeness and adequacy of the material published on your site (including all the descriptions of the Products and other materials related to the Products and any information you have included in the Special Links or associated with them);

• the use of the Content, your site, and the material published or contained on your site, so that it does not constitute infraction, violation or misappropriation of any of our rights or those of another person or entity (including copyrights, trademarks, privacy, advertising or other intellectual property or property rights);

• an accurate and adequate communication on your site, through the publication of your privacy policy or otherwise, on how you collect, use, store and disclose data collected on visitors, including, where applicable, the circumstance that third parties (including us or other advertisers) may provide content and advertising, gather information directly about visitors and insert or acknowledge cookies on visitors’ browsers; is

• any use of the Content and the Trademarks Min Design Srl, which is authorized or not pursuant to this Operating Agreement.

We will not be responsible for these issues and these issues and any claims by your end users regarding such matters, and agree to defend, hold harmlessly and hold us harmless, our affiliated companies and licensors and our and their respective employees, officers, directors and representatives, from all claims, damages, losses, liabilities, costs and expenses (including legal fees) relating to:

(a) your site or any material appearing on your site, including the association of your site or those materials with other applications, content and processes;

(b) the use, development, design, manufacture, production, advertising, promotion or marketing of your site or any material appearing on your site or contained in it, and all other matters reported in art.5. Responsibility for Your Site;

(c) your use of any Content, whether or not it is authorized by this Operating Agreement, by the Operating Documentation or applicable law;

(d) your violation of any term or condition of this Operating Agreement or any Operational Documentation;

(e) the negligence or malice of you or your employees.

6. Orders’ fulfillments

We will fulfill orders of Products executed by customers which follow the Special Links from your site to the idea3di.com website. We reserve the right to refuse orders that don’t comply with the requirements of the idea3di.com website in their updated version. We will track the Eligible Purchases (as defined in Section 7) in order to report and publish the accreditation of the advertising commissions and we will provide you with reports that provide a summary of these Eligible Purchases.

7. Advertising commissions

We will pay you the advertising fees on Eligible Purchases in accordance with Section 8 and the Advertising Prices of the Affiliate Program. In compliance with the exclusions specified below, an “Eligible Purchase” occurs when:

a customer clicks on a special link on your site to the relevant idea3di.com site linked to the Affiliate ID for that particular idea3di.com website;

b. during a single session the customer orders that Product no later than 30 days from the date of his initial access by clicking on the Special Link,

c. the Product is sent to the customer, transmitted in streaming or downloaded and paid by the customer.

A “Session” begins when a customer clicks on a Special Link published on your site that reports to the idea3di.com Website and ends when the first of the following circumstances occurs:

1) 24 hours have passed since that click;

2) the customer places an order for a product;

3) the customer follows a special link to the idea3di.com website which is not your Special Link.

They are not considered Eligible Purchases and, therefore, we will not pay advertising fees in the following cases:

• any Product that, once the applicable Session has expired, is ordered by a customer outside the open session with your special Link, even if the customer has previously followed a Special Link from your site to the idea3di.com Website;

• any purchase of a product that is not properly tracked or incorrectly reported as the links from your site to the relative idea3di.com website are not properly formatted;

• any Product purchased through a Special Link in a Mobile Application that is not an Approved Mobile Application or other linking tools that we make available to you;

• any Product purchased through a Special Link by you or on your behalf, including products purchased through Special Links for you, friends, relatives or affiliates (eg. personal orders, custom orders, and orders placed by you for or on behalf of any other person or entity);

• any Product purchased for resale or commercial use of any kind;

• any Product purchased after termination of this Operating Agreement;

• any Product order in which a cancellation, return or refund has been initiated;

• any Product purchased from a customer sent to the idea3di.com Site through a “Prohibited Paying Positioning search” process, that is, an advertisement you bought through the purchase of keywords, search terms or other identifiers ( including Owner Terms) or otherwise participating in keyword auctions. “Owner Term” means keywords, search terms or other identifiers that include the word “Mindesign Srl” or any other trademark of MinDesign Srl or its affiliated companies or variations or spelling errors of any of these words also through “Redirect links” that refer users directly to the idea3di.com website through an intermediate website or web page and without requiring the user to click on a link or to take other acceptance measures on that website or intermediate web page.

8. Payment of Advertising Commissions

We undertake to pay you monthly advertising commissions for the Eligible Purchases for which the respective transactions have been completed in the previous month, subject to any deductions required by law and the deductions described below.

Until one of the payment methods listed below is selected, we will not be able to make the payment and will retain any accrued fees that have not yet been paid until you have done so.

(a) Payment by bank transfer. If you select the payment by bank transfer, we will pay your advertising fees directly to the bank account of your choice, but we will be able to accumulate and retain the advertising fees until the total amount due for the Eligible Purchases made on the idea3di.com website does not reach at least euros fifty / 00 (€50). If you choose this method of payment, you must provide us with the name of your bank, the IBAN, the BIC and the name of the primary account holder as it appears on the account. This payment method is only available for bank accounts in some countries.

(b) Payment via PayPal. If you select payment via PayPal, we will pay your advertising fees directly to the PayPal account you will choose, but we can accumulate and retain the advertising fees until the total amount due for the Eligible Purchases made on the website idea3di.com reach at least fifty / 00 euros (€50). If you choose this method of payment, you must provide us with your email address linked to your PayPal account.

(c) Payment by Gift Certificate MinDesign Srl. If you choose payment by Gift Certificate MinDesign Srl, we will send you a gift certificate corresponding to the amount of your advertising fees, usable on the idea3di.com website from which you generated the applicable advertising fees, but we may accumulate and retain the advertising fees until the total amount due for the Eligible Purchases made on the idea3di.com website does not reach at least Euro fifty / 00 (€50).

If there has not been a significant activity on your account for at least 3 years, then we will have the right to close your inactive account by resolving this Operating Agreement. We may deduct or withhold any tax that we may be legally obligated to deduct or withhold from any amount due to you under this Operating Agreement. Payments made in your favor, net of such deductions or withholdings, will constitute the full payment and balance in your favor of the amounts due under this Operating Agreement. From time to time, we may request tax information. If we request information of a fiscal nature and you do not provide it, we may (in addition to availing of any other rights or remedies available to us) withhold your advertising fees as long as you do not give us such information, or otherwise until you prove to us that you are a subject from whom we are required to obtain tax information. If you provide us with an invoice that meets the requirements of a valid VAT invoice and declares the correct and applicable VAT separately, MinDesign Srl will pay the applicable VAT.

9. Policies and Prices

Customers who purchase products through this Program are considered to be our customers for all the activities they undertake in connection with the idea3di.com website. Therefore, as between you and us, all prices, terms of sale, rules, policies and the operating procedures concerning customer orders, customer service and sales of products set forth on idea3di.com website apply to these customers and are subject to change from time to time.

10. Identify yourself as an Affiliate

You must clearly state the following, or a substantially similar statement previously permitted under this Agreement, on your Site or in any other place where MinDesign Srl may authorize the display or use of the Content: “As a MinDesign Affiliate Srl, I receive a profit for each eligible purchase”. Except for this statement, you agree not to make any other communication to the public in connection with this Operating Agreement, or your participation in the Program and you will not misrepresent or emphasize the relationship between us and you (including by expressly stating or implying that we support, sponsor or support you).

11. Compliance with the law

In relation to your participation in the Program, you are required to comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, guidelines, codes of conduct and other requirements established by any government entity to whose jurisdiction you are subject to or from any regulatory or self-regulatory body that is applicable.

12. Duration and resolution

This Operating Agreement is effective as of the acceptance of your application for participation in the Program and terminates upon resolution by you or us. We and You may terminate this Agreement at any time, with or without reason, by notifying the other party of the termination with at least 7 days’ notice.

In case of termination of this Operating Agreement:

(a) we may withhold accrued and unpaid advertising commissions for a reasonable period of time following termination to ensure that the correct amount is paid (eg to take into account any cancellation or return or to hold MinDesign Srl harmlessly of the damages sustained by the illegitimate behavior held by the affiliate);

(b) all licenses for which benefits under the Affiliation will cease automatically and you must: immediately cease to use the Contents and the MinDesign Srl Trademarks and other affiliated companies and, therefore, you must immediately remove from the site, destroy or delete all the links to the idea3di.com website or to the sites connected to it, you must return or destroy any other material provided or made available by or on our behalf, pursuant to this Operating Agreement or in any case in connection with the Program.

13. Changes

We may change any of the terms and conditions contained in this Operating Agreement at any time and, from time to time, at our sole discretion by communicating it at least 7 days prior to the effective date of the change, including by issuing a notice of variation or revision of the agreement on the idea3di.com website or by sending a communication to the email address associated at that time with your Program account. Changes may include, for example, changes to the Rates of the Affiliate Program’s Advertising Commissions, payment procedures, and Program requirements. You can, during this period of 7 days, exercising your only right of withdrawal, notify us in writing your objections to the changes and, in this case, your account will terminate automatically on the date of entry into force of the changes to which you have opposed.

If any variation is unacceptable to you, your only right of withdrawal is to cancel this operating agreement in continuing your participation in the program after the effective date of the change constitutes a binding acceptance of the change.

14. Relations between the Parties

You and we are independent contractors, and nothing contained in this Operating Agreement or any Operating Documentation will create any partnership, joint venture, agency, franchise, commercial representation, or employment relationship between you and us or our respective company’s affiliates. You are not authorized to make or accept offers or representations on our behalf or from our affiliated companies. You agree not to make any statement, on your site or elsewhere, that contradicts or may contradict the contents of this section. If you authorize, assist, encourage or facilitate another person or entity to take action relating to the subject matter of this Operating Agreement, it will be considered as if you yourself have taken such action.

15. Limitation of liability

We will not be held liable for indirect, incidental, special, consequential or punitive damages (including loss of income, profits, start-up or operating expenses, or data) in connection with this operating agreement, program, operational documentation, idea3di.com website, or offers of services.

In addition, our overall responsibility arising from this operating agreement, from the program, from the idea3di.com website, and from service offers shall not exceed the total advertising fees paid or payable under this operating agreement in the twelve months immediately preceding the date in which occurred the fact that determined the most recent claim of responsibility.

16. Disclaimers

The program, the MinDesign srl, any product or service offered on the idea3di.com website, any special links, link formats, operating documentation, content, domain names, our brands and the brands of our affiliates and any technology, software, features, materials, data, images, texts and other information and content provided or used by or on our behalf or our affiliated companies or licensees in connection with the program are provided “in the state in which they are found”.

Neither we or any of our affiliated companies or licensees make any representations or assume any form of warranty, express, implied, legal or otherwise.

We have the right to discontinue any offer of the service, or to change the nature, characteristics, functions, scope or operation of any service offer, at any time and from time to time. Neither we or our affiliated companies or licensees guarantee that the offers of the services will continue to be provided, will function as described, coherently or in any particular way, or that there will be no interruptions, that will be accurate, error free, or without components dangerous.

Neither we or our affiliated companies or licensees will be liable for any errors, inaccuracies, unauthorized access, alteration, deletion, destruction, damage, or loss of your site or any data, image, text, or other information or content.

No information or advice that you obtain from us or any other person or entity or through the program, content or operational documentation will constitute a guarantee that is not explicitly stated in this operating agreement.

Furthermore, neither we nor any of our affiliated companies or licensees will be liable for any reimbursement, compensation or damages of a contractual nature pursuant to this operating agreement whose function is solely and exclusively to channel and regulate the reports that occasionally and casually should be proposed by you through the use of your special Link and accepted by us with the fulfillment of the orders of the customers.

17. Disputes

You agree and agree that the parties to this operating agreement are obliged to resolve any dispute through a ritual arbitration that will judge ex bono et equo. The sole arbitrator will be appointed by the President of the Court of Rome.

For all the disputes that may arise under the present agreement the court of Rome will be competent if not resolved through the arbitration referred to in the previous paragraph.

18. Miscellaneous

You acknowledge and agree that we and our affiliated companies can at any time (directly or indirectly) solicit customer reports. You may not assign this Operating Agreement to others by virtue of the law or otherwise, without our prior express written permission. We may transfer it to one of our affiliated companies or another entity that undertakes to comply with our terms and obligations herein. Without prejudice to this restriction, this Operating Agreement will be binding, will benefit, and will be enforceable against the parties and their successors and assignees.

Our inability to enforce your strict compliance with any provision of this Operating Agreement or Operational Documentation does not constitute a waiver of our right to enforce such provision or any other provision of this Operating Agreement thereafter. In the event of a contradiction between this Operating Agreement and the Operational Documentation, the parties must in any case comply with the Operating Agreement in good faith and with due diligence in the correct execution of the contract.

All non-public information we provide in connection with the Operating Agreement is considered confidential information, and you will keep it strictly confidential and will not disclose it to third parties (other than your affiliates) nor will you use it for purposes other than your performance under Operating Agreement, the restriction of which will be in addition to the terms of any confidentiality agreement or non-disclosure agreement between the parties.

This Operating Agreement is drafted in Italian language. Any translation of this Operating Agreement is provided for practical purposes only and the Italian text will always prevail over any translation.