Collaboration agreement

Recitals

1) Poppix S.r.l. (hereinafter “Poppix”) is the company that delivers the “BEEBEEBOARD” platform to its customers over the Internet (hereinafter also referred to as the “Services”), as further described on the site https://beebeeboard.com (hereinafter also “the BeebeeBoard site”) and in accordance with the General Terms and Conditions of Contract and the Commercial Offer available there, concerning the possibility of using the platform over the internet.

2) Poppix intends to promote public awareness of these “Services” through informational and promotional activity carried out by Affiliate websites and/or other online communication channels.

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1 – Affiliates

1.1 The recitals form an integral part of this Collaboration Agreement.

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2 – Parties

2.1 This Collaboration Agreement governs the relationship between Poppix and the Affiliate who has correctly completed the Registration procedure on BeebeeBoard and signed the Affiliate programme Membership in the partner area, both as specified on the website https://beebeeboard.com, and who has read and accepted these General Conditions of the Collaboration Agreement. On joining the Affiliate programme, the Affiliate will be assigned one or more unique codes.

2.2 Joining this Agreement and concluding it with Poppix is reserved exclusively to the owners of websites and/or other online communication channels who, having correctly completed the procedures under point 2.1, have truthfully provided the data requested there. Poppix reserves the right to refuse its consent to the conclusion of this Collaboration Agreement with the Affiliate where the content and the activity of the website or of the other communication channels they own, and through which the promotional activity under this Collaboration Agreement would take place, breach mandatory provisions of law, are obscene, or do not match the image of Poppix and of the Services.

2.3 This Agreement also governs the relationship between Poppix and the Affiliates, that is, those who register in the dedicated area of the site https://partners.beebeeboard.com, correctly completing the registration procedure and providing truthful data.

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3 – Obligations of the Affiliate

3.1. The Affiliate may publish all the referral links to BeebeeBoard it considers necessary, including registering with any search, referral or advertising service (such as Google's AdWords programme), provided that the Affiliate ensures that every website containing a referral link meets the terms of this Agreement. The Affiliate undertakes to use exclusively links made available by Poppix on the website https://beebeeboard.com, in the pages reserved for it.
3.2 The Affiliate undertakes to update regularly the pages of its website or of its communication channels.

3.3 The Affiliate may actively promote, through its own website or other channels and the activity carried out through them, awareness of BeebeeBoard and of the BeebeeBoard Services, by inserting and maintaining, at its own care and expense, advertising material or editorial content in addition to that referred to in point 3.2 above, such as, by way of example only, posts, editorial articles, links, banners and pop-ups displayed on the website itself, or through communications (such as newsletters) sent to users registered on the Affiliate's own site.

3.4 The Affiliate undertakes as a general rule to follow the formats, configurations and content of the advertising materials as indicated by Poppix on the pages of the site https://beebeeboard.com dedicated to Affiliates, and to comply with the legal and contractual provisions of the following art. 6 on the use of the trademarks owned by Poppix. The Affiliate also undertakes not to carry out promotional activity relating to the Services in a way that could harm the image of those services, of BeebeeBoard or of Poppix, and therefore, specifically but not exclusively, not to associate that image with activities or content contrary to mandatory rules or in any case obscene or in any way not consistent with it.

3.5 Poppix may ask the Affiliate to change the promotional means adopted by the Affiliate and/or to adopt a specific means of advertising (possibly prepared specifically by Poppix). The Affiliate may refuse, by notice sent to the Poppix e-mail address partners@beebeeboard.com, to adopt such means only where it proves excessively burdensome, subject in that case to Poppix's right to withdraw from the Collaboration Agreement.

3.6 The Affiliate undertakes to carry out its promotion of the Services in compliance with the rules in force on the matter. In particular, the Affiliate undertakes not to send communications amounting to so-called “spam”.

3.7 The Affiliate undertakes not to use, not even indirectly or through a third party, the Affiliate Code referred to in article 2.1 above to buy BeebeeBoard subscriptions or other services provided by Poppix for itself.

3.8 The Affiliate undertakes not to buy or register keywords from search engines, AdWords, search terms or other identifying terms that Poppix considers, at its sole discretion, to promote sexually explicit material, violence, firearms or weapons, illegal activities, fake or counterfeit goods, promotion of gambling or betting, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or infringement of other people's intellectual property rights.

3.9 The Affiliate undertakes not to register any domain names identical or similar to Poppix and/or BeebeeBoard or other trade marks owned by Poppix.

3.10 The Affiliate undertakes not to install spyware on another person's computer; not to cause spyware to be installed on another person's computer; and not to use a context-based activation mechanism to display an advertisement that partly or wholly covers or obscures the paid advertising of other content on a website in such a way as to interfere with a person's ability to view that website.

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4 – Poppix’s obligations towards the Affiliate

4.1 Poppix undertakes to include, in the banner and in the link associated with it made available to each Affiliate and placed by the Affiliate on their website or other communication channels, as provided for under point 3.1 above, a personal identification code (“cookie”) for that Affiliate. This code will make it possible to identify, as coming from the Affiliate’s website or other online communication channels, those who connect to the website https://beebeeboard.com through those banners and links and who then Register with it. Poppix undertakes to use suitable technical means to allow, for a period of 120 days, recognition as coming from the Affiliate’s site or other online communication channels of those who register on the website https://beebeeboard.com at a time later than their first visit to it through the banners and links on the Affiliate’s site or other channels, including where the later visit and Registration take place by connecting directly to https://beebeeboard.com. The last-click attribution model will be applied, which means that, based on a cookie duration of 120 days, the recognition will be attributed to the last Affiliate whose referral link was selected. No breach of that obligation may be claimed against Poppix where it is the person coming from the Affiliate’s website or other online communication channels who disables the technical means intended to make them recognisable.

4.2 Poppix undertakes to pay the Affiliate, for each person identifiable as coming from the Affiliate's own website or other channels, under art. 4.1 above, a sum of up to a maximum of 15% of the amount (excluding VAT) paid by the Client for each purchase of an annual or monthly subscription to the BeebeeBoard platform, where that purchase is made within 10 years of the first access to the website https://beebeeboard.com through the banner or the link on the Affiliate's website or other channels. The sums due from Poppix are to be understood as gross of the statutory charges that Poppix will have to meet, including as withholding agent, and will be credited to the Affiliate within 60 days of the Affiliate reaching a minimum credit of Euro 100.00, on request and on the Affiliate issuing an invoice or tax receipt, including duty stamp and signed by the Affiliate as required by tax law. On reaching a minimum credit of Euro 50.00 and on specific request, the Affiliate will have the right to convert its consideration in cash, gross of statutory charges, into credit for the purchase of the Services, for an amount equal to the credit accrued, gross of statutory charges, on issuing an invoice or tax receipt including duty stamp and signed by the affiliate as required by tax law.

4.3 Poppix undertakes to pay the Affiliate up to a maximum of Euro 5.000,00 over a period of 12 months. Nothing will be due for any amount above that sum. For Affiliations above that sum, write to partners@beebeeboard.com.

4.4 Poppix reserves the right to change the percentages referred to in article 4.2 above at any time, by notice sent to Affiliates on the Account referred to in article 4.5 below and to the e-mail address given at the time of Registration. The new conditions will apply once 30 days have passed from the notice. Within that same period, the Affiliate may withdraw by sending a notice to the Poppix e-mail address partners@beebeeboard.com. In that case, the Affiliate will be paid the sums and services referred to in article 4.2 above where the facts giving rise to such obligations on Poppix (namely the purchase of credit by the user or the payment of any Activation fee for the “BeebeeBoard” service) occurred before termination.

4.5 Poppix undertakes to make available to the Affiliate, within its own Account on the website https://partners.beebeeboard.com in the reserved area, a control panel through which the Affiliate may check the statistics relating to the sums that Poppix is required to pay it in fulfilment of art. 4.2; the Affiliate may also see in real time the number of people recognisable as coming from the Affiliate's own website or other channels pursuant to article 3.1 above, the number of “recognisable” people who have completed Registration on the site https://beebeeboard.com and the subscription orders placed.

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5 – Temporary suspension of accounts, right of withdrawal and express termination clause

5.1 Every 12 months Poppix will suspend all Affiliate Accounts on the BeebeeBoard website and the Affiliate need only click on “Collaborazione” within their private area to reactivate their account. If the Affiliate does not click on “Collaborazione” within 60 days of the Account being suspended, the Collaboration Agreement shall be deemed automatically terminated, without prejudice to the Affiliate's right to receive the sums and services referred to in article 4.2 above, where the facts giving rise to those obligations on Poppix (namely the purchase of BeebeeBoard subscriptions by the user) occurred before termination took effect and the Affiliate has accrued a minimum credit of Euro 100,00.

5.2 Without prejudice to point 4.3 above, the Affiliate has the right to withdraw from this Collaboration Agreement at any time, by sending an email to Poppix, confirmed by sending a registered letter with return receipt within 2 days to Poppix at piazza Chanoux 28/A, 11100 Aosta. The withdrawal takes effect towards Poppix on the date the registered letter is received. From the date the withdrawal takes effect Poppix is no longer required to meet the obligations set out in art. 4 above, even where the facts giving rise to them occurred before that date and therefore while the Collaboration Agreement was in force.

5.3 This Collaboration Agreement shall be deemed automatically terminated in the event of a breach by the Affiliate of the provisions of articles 3 and 7 of this Collaboration Agreement, upon the sending of an email communication to the Affiliate at the address given by the Affiliate on Registration or subsequently amended. From the date of sending the email communication referred to above, Poppix shall no longer be required to fulfil the obligations under article 4 above, even where the facts giving rise to them occurred before that date and therefore while the Collaboration Agreement was in force, without prejudice to Poppix's right to act in the competent forums for compensation for the damage arising from the breach.

5.4 Poppix may withdraw from the Collaboration Agreement with the Affiliate for any reason on 30 days' notice, by sending an email to the Affiliate. Withdrawal takes effect 30 days after the notice is sent to the Affiliate, who shall be entitled to receive the payments referred to in articles 4.2. only where the facts giving rise to the obligations set out there occurred within 1 year of the date on which the withdrawal takes effect, while nothing shall be due where those facts occur after that date, even if the ten-year period from first access to the website https://beebeeboard.com has not yet expired.

5.5 Poppix reserves the right to close the “Affiliates” programme. Such closure may take place at any time for any reason with 30 days' notice by email and prior publication of an announcement on the website https://beebeeboard.com. Withdrawal will take effect from the date the communication is sent to the Affiliates, who will be entitled to receive the fees referred to in articles 4.2 only where the facts giving rise to the obligations provided for therein occurred by the effective date of the withdrawal, while nothing will be due where such facts occur after that date, even if the ten-year period from first access to the website https://beebeeboard.com has not yet expired.

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6 – Use of the BEEBEEBOARD trademark

6.1 The Affiliate acknowledges that Poppix owns the trade marks “BeebeeBoard”, “BeebeeDoc”, “BeebeeSki” and “Poppix” and undertakes not to challenge their validity or enforceability in any form or in any forum, including before the courts, likewise undertaking not to infringe them.

6.2 Without prejudice to the provisions of art. 8.1 above, the Affiliate undertakes to use the aforementioned trade mark in the context of the aforementioned activity solely for descriptive purposes regarding the service offered, within the limits of art. 21, paragraph 1 of the Industrial Property Code. The Affiliate undertakes not to use the aforementioned trade marks in ways or in contexts that are discrediting; in this regard Poppix may issue the Affiliate with binding directions on how the trade marks it owns are to be used.

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7 – Poppix's liability

7.1 The Affiliate undertakes to hold Poppix harmless from any liability, loss, order to pay damages or to pay indemnities, including legal costs, arising from the activity carried out by the Affiliate, possibly also for the benefit of Poppix itself under this Agreement, as well as from the contents of the Website or of the communications containing advertising material of Poppix.

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8 – Jurisdiction

8.1 Poppix and the Affiliate designate the Court of Aosta as the competent court for any dispute concerning the validity, the interpretation and the breach of this Partnership Agreement and for any other dispute based on or connected with these matters, save as provided in art. 8.2 below.

8.2 Where a dispute between Poppix and the Affiliate also concerns the validity, the interpretation and the breach of article 6 above, and in any case disputes relating to the Affiliate's use of Poppix trade marks, Poppix and the Affiliate designate as the competent court the Tribunale di Aosta, Sezione Specializzata in materia di Proprietà Industriale ed Intellettuale (the Court of Aosta, Industrial and Intellectual Property Division).

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9 – Specific approval of clauses

9.1 – The Affiliate specifically approves the preceding clauses no. 5, 6, 7 and 8.

Poppix S.r.l.
Registered office: Piazza Chanoux 28/A 11100 Aosta
C.F.: 01213200072 – N.REA: AO/76789
https://beebeeboard.com - partners@beebeeboard.com