PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS OF USE ("Terms of Use"), FAQ (FREQUENTLY ASKED QUESTIONS), AND DADA.NET COMMUNITY POLICY, BEFORE SIGNING UP FOR FRIEND$ (DEFINED BELOW). BEFORE YOU PARTICIPATE IN FRIEND$, YOU MUST EXPLICITLY ACCEPT THE TERMS AND CONDITIONS SET FORTH IN THE TERMS OF USE, FAQS AND THE COMMUNITY POLICY.
FRIEND$ AFFILIATION PROGRAM TERMS AND CONDITIONS OF USE
These are the terms and conditions that constitute the official Terms of Use between you and DADA S.p.A. (“we”, “our” or “us”) that apply to your use of and partcipation in Friend$ and the services, features and functions that are offered and made available on and through Friend$. When you use or take advantage of any features or functions of Friend$ or participate or engage in activities or transactions we make available in connection with Friend$, you are confirming your agreement to be bound by and comply with any and all of the additional terms and conditions that we indicate apply to you in doing or attempting to do those things (referred to individually and collectively, as “Additional Terms”).
These Terms of Use do not cover any Partner Programs (as defined below), or other services, websites, web pages, transactions, relationships, activities or other things, nor any transactions or relationship you may have with any Partners, users, advertisers, promotional partners, sponsors or any other person, firm or enterprise, unless specifically stated.
The words "use" or "using" means any time you, or any other individual, directly or indirectly, with or without the aid of a machine or device, does or attempts to register, participate in, access, interact with or use Friend$ for any purpose whatsoever. Anyone using Friend$, including you, may also be referred to as a “user.”
By registering to particpate and using Friend$, you are confirming that you have read, understand and agree to, shall abide by and comply with all of the terms and conditions of these Terms of Use. As a user, you are also representing to us that you are at least 18 years of age or whatever the age of majority is where you permanently reside.
1. PURPOSE OF FRIEND$ AFFILIATION PROGRAM AND SUBSCRIPTION CONDITION 1.1 The Friend$ program enables you as a DADA.net subscriber to find new interesting subjects, as well as join the DADA.net community and advertising affiliation program (collectively, “Friend$”). Friend$ will provide you with an opportunity to potentially earn advertising revenue through the number of clicks on Partner ads present on your DADA.net personal page (“Personal Page”), and potentially on the personal page of each user in your Friend$ network (each a “Friend”) (up to the fifth level of separation from you as described in Section 2.2 below) (each a “Friend’s Page”), based on one or more advertising programs (each a “Partner Program”) made available by third party online advertising service providers (each a “Partner”). 1.2 To participate in Friend$ you must: a) subscribe and remain subscribed to the DADA.net community and comply with the terms and conditions, located at http://terms.dada.net/us/terms and the privacy policy located at http://terms.dada.net/us/privacy; and/or
b) be invited to participate in Friend$ by another DADA.net user comply with subsection (a) above. 1.3. To activate your Friend$ account you will be required to register with each Partner and agree to and comply with the terms and conditions and privacy policy applicable to each Partner Program (including, without limitation, Google’s “AdSense” program herein referred to as “AdSense”) which you may register for at [https://www.google.com/adsense/?hl=en_US] as provided on each Partner’s website, the locations of which are set forth in the friend$ FAQs (each such terms and conditions of use and privacy policy referred to as the “Partner Terms of Use”). When you participate in one or more of these Partner Programs, the applicable Partner’s program code will be associated with your Personal Page and any Friend’s Page (in the event that one of your referrals chooses to participate in any Program). In the event that you, at the time of subscription to Friend$ already have a code applicable to a particular Partner Program (including, without limitation, an AdSense code), you will be able to link your code to your Personal Page on DADA.net to participate in Friend$.
1.4 In the event that you fail to comply with any of these Terms of Use or any Partner Terms of Use, DADA and/or any Partner may immediately terminate your participation in Friend$ or any Partner Program, as applicable.
1.5 Friend$ accounts are personal and are not transferable to other users. You are solely responsible for any and all activity conducted via your Friend$ account whether through your actions or the actions of any third party. 2. USER AFFILIATION AND THE CREATION OF THE FRIEND$ NETWORK
2.1 You will be permitted to invite to participate in your Friend$ network: (a) a certain predefined number of already subscribed DADA.net users, as determined by DADA in its sole discretion and (b) an unlimited number of individuals who are not yet subscribed to DADA.net.
2.2 In the event that the invited individual accepts and subscribes to Friend$, they will be considered affiliated with you and will become part of your Friend$ network. Your Friend$ network is, therefore, comprised of individuals who have been directly invited by you, as well as individuals who have been invited by the other users, until the fifth level of separation from you is reached (i.e., you may invite one Friend (first level) who then invites another user (second level), and so on until the levels of separation from you reaches five). All users up to such fifth level of separation shall be a part of your Friend$ network. DADA will keep track of the level of separation among Friend$ users belonging to your Friend$ network and utilize such hierarchy to determine the appearance of the Partner ads on your Personal Page and any Friend’s Page in accordance with the percentages established by DADA as determined by the level of separation between you and the users in your Friend$ network (until the fifth level of separation from you in total). DADA will establish the appearance percentages of every Partner ad on your Personal Page and any Friend’s Page based on the level of separation among users within the network (until the fifth level of separation).
2.3 You hereby explicitly accept the distribution of the appearance percentages of Partner ads according to the appearance percentages as established by DADA, in its sole discretion, and the “drop-off” percentages as defined by the individual Partner. You hereby acknowledge and agree that you are aware that certain of the Partner ads present on your Personal Page could increase amount of ad revenue earned by a user who introduced other users to Friend$ (up to and until the fifth level of separation from the first user) and could increase the advertising revenue for DADA.
2.4 Without limitation to the DADA.net Community Policy, you acknowledge and agree that in the event that (a) you do not update your Personal Page on DADA.net at least once during any rolling 6-month period or (b) you fail to comply, in any respect, with these Terms of Use or any Partner Terms of Use, the appearance of Partner ads found on both the your Personal Page, as well as on any of your Friend’s Pages and any revenue associated with such Partner ads, will inure to the benefit of and become the property of DADA unless and until you update your Personal Page or renew and activate your Friend$ account.
2.5 DADA will have the right, in its sole discretion, to modify, whenever it deems appropriate, the maximum number of users that may be affiliated with your Friend$ network.
2.6 DADA will have the right, in its sole discretion, to modify, whenever it deems appropriate, the appearance percentages of the Partner ads linked to your Friend$ code and the code of any other participant in Friend$.
2.7 DADA will have the right, in its sole discretion, to modify, whenever it deems appropriate, the Partner(s), Partner Programs and/or the suppliers of advertisements on which Friend$ is based. In each such instance, you must register for the applicable Partner Program with any new Partner and agree to comply with and be bound by the applicable Partner Terms of Use in order to participate in such Partner Program in connection with Friend$. 3. PUBLICATION OF THE PARTNER’S ADS
3.1 Partner ads will be published automatically on your Personal Page and related spaces (blogs, profiles, forums, etc.) as determined by and positioned by DADA in its sole discretion.
3.2 By subscribing to Friend$, you hereby authorize the publication of advertisements, as determined by DADA in its sole discretion, on your Personal Page. Without limitation to the terms and conditions applicable to any Partner Program contained in any Partner Terms of Use, your publication or inclusion of any other promotions or advertisements on your Personal Page (or any other areas of DADA.net) is expressly prohibited without the express prior written consent and authorization of DADA.
3.3 Your Personal Page on which the Partner ads will be published will be determined by DADA in its sole discretion and DADA may modify or delete existing Partner ads and/or integrate additional Partner ads on your Personal Page at any time without notice to you.
4. RELATIONS WITH THE PARTNER 4.1 DADA shall have no liability for or responsibility with respect to any Partner Program. Each Partner Program and all related rights and obligations will remain the sole responsibility of the applicable Partner. All activities in connection with any Partner Program and your or any user’s participation therein shall be the sole responsibility of the applicable Partner. Any and all information relating to the Partner Program and the applicable (a) Partner Terms of Use, (b) regulations, (c) FAQs, and/or (d) privacy policy are dictated by the applicable Partner and can be located on such Partner’s website.
4.2 You hereby (a) acknowledge and agree that by activating the any Partner Program on your Personal Page that DADA shall be entitled to withdraw and keep 15% of any revenue generated by clicks related to the Partner Program carried out on Partner ads present on your Personal Page and (b) authorize DADA to make such withdrawals from any such revenues.
4.3 If you breach (or we believe you have or may breach) these Terms of Use or if we are notified, determine or have reason to believe you have or are engaging in conduct that violates any of the terms and conditions of these Terms of Use or any Partner Terms of Use, we may deactivate, cancel, suspend or terminate your Friend$ account, and/or your partcipation in and/or use of Friend$, in whole or in part, without notice to you. In such instances, we will have no liability or further obligation of any kind to you or any other person. 4.5 You hereby acknowledge and agree that any Partner shall have the right, in its sole discretion, to terminate or suspend the Partner Program entirely or partially, as well as cancel your Partner Program account without prior notification to you. In such situations, DADA shall have absolutely no liability or responsibility to you or any third party for the termination or suspension of such Partner Program or your Partner Program account.
5. DISCLAIMERS; LIMITATION OF LIABILITY, REPRESENTATIONS AND WARRANTIES 5.1 FRIEND$ IS MADE AVAILABLE "AS IS" AND "AS AVAILABLE", WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE FRIEND$ WILL BE AVAILABLE OR PERFORM AS DESCRIBED. WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, OR ANY REPRESENTATION THAT YOU WILL EARN ANY AMOUNTS IN CONNECTION WITH YOUR PARTICPATION IN FRIEND$.
5.2 YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE NOR OUR PARENT, SUBSIDIARIES, AFFILIATES, SUCCESSORS OR ASSIGNS NOR OUR OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, ADVERTISERS, SPONSORS, BUSINESS OR PROMOTIONAL PARTNERS, OPERATIONAL SERVICE PROVIDERS OR SUPPLIERS, SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION, THE LEGAL THEORY OR THE BASIS OF THE CLAIM AND WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF ANY LIMITATION ON REMEDIES, DAMAGES OR LIABILITY IS PROHIBITED OR RESTRICTED BY LAW, WE SHALL REMAIN ENTITLED TO THE MAXIMUM DISCLAIMERS AND LIMITATIONS ON REMEDIES, DAMAGES AND LIABILITY AVAILABLE AT LAW AND IN EQUITY 5.3 Without limitation to the foregoing, DADA makes no representation and hereby disclaims and all liability with respect to the appearance level of the Partner ads on your Personal Page or any other area of DADA.net, the number of clicks on the your or any Partner ads or any revenue generated therefrom, in any form, whether or not related to Friend$ or any Partner Program.
5.4 The percentages of revenues from Partner ads appearing on your Personal Page and your Friends’ Page(s) will be provided to any Partner by DADA based on the level of the Friends in your Friend$ network. Each individual Partner will be solely and absolutely responsible for any payment to you or any of your Friends of any revenue generated by clicks on the Partner ads on your Personal Page or your Friends’ Page(s), according to the applicable Partner Terms of Use. Each Partner will directly manage its Partner Program and any payment to be made to you. Any Partner may request from you certain information (address, bank account coordinates, etc.) necessary for you to participate in the Partner Program and to make any payments pursuant thereto. Any such information provided by you shall be controlled solely by the applicable Partner and shall be subject to such Partner’s individual privacy policy. DADA shall not receive or be privy to any such information, including, without limitation, any personal information contained therein, and hereby disclaims any and all responsibility or liability arising out of any use or loss of said information.
5.5 You hereby acknowledge and agree that DADA shall in no event be held liable or responsible for acts or omissions carried out by any Partner or any user, including without limitation, any acts which violate these Terms of Use, and any applicable Partner Terms of Use.
5.6 You represent and warrant that you shall not engage, and shall use all reasonable efforts to prevent any of your Friends from engaging, in any form of click-fraud including, without limitation, clicking in person, or to using any type of manual or automatic method that generates clicks or actively provides incentives for users, through any modality, to click on any Partner ads published on your Personal Page or your Friend’s Page(s) in order to artificially increase the amounts payable by the applicable advertiser.
5.7 You represent and warrant that you will not, in any way, bypass or circumvent, or attempt to bypass or circumvent, DADA or Friend$ in connection with any engagement you have entered into with any advertiser made available to you in connection with Friend$ or any Partner Program; including, without limitation, entering into a direct relationship or linking arrangement where Partner ads are not used in accordance with these Terms of Use and the applicable Partner Terms of Use such that DADA or such Partner would be unable to track and monitor the commissions owing to you or the fees owing to DADA or such Partner therefor.
5.8 You hereby acknowledge and agree that Friend$ is premised upon the creation of a network of affiliated users and each such user must agree to these Terms of Use and any applicable Partner Terms of Use. Your or any user’s violation of these Terms of Use and/or any Partner Terms of Use may have repercussions for the entire Friend$ network and/or for DADA or a Partner. Accordingly, you represent and warrant that you shall at all times comply with these Terms of Use and all applicable Partner Terms of Use and shall undertake to include in your Friend$ network only users who are deemed by you to be reliable, honest and compliant with the Terms of Use and all applicable Partner Terms of Use.
5.9 Without limitation to any provision contained herein, you are strictly prohibited from publishing any material or content that (a) is or might be considered to be libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, (b) which may or may appear to impersonate anyone else, (c) which violates or may violate the legal rights of any third party or (d) which violates or may violate these Terms of Use or any Partner Terms of Use.
5.10 We have the right, any time and from time to time, for any reason in our discretion, to change these Terms of Use, including any Additional Terms that apply to Friend$. We will post notices of material changes on the website www.dada.net, in the section thereof reserved for Friend$. Once we post them, these changes become effective immediately. If you participate in or use Friend$ after we post a notice of any change, you will be bound by any and all changes. Please check frequently and review these Terms of Use so you are aware of the most current terms and conditions of your agreement with us. We also reserve the right, any time and from time-to-time, in our sole discretion, to modify, suspend or discontinue, all or any portions of Friend$ without notice and without liability to you or any other party. The same right is reserved for each Partner with respect to their participation in Friend$ and their respective Partner Terms of Use.
6. Indemnification
You agree to defend and indemnify us and our Partners including our respective parents, subsidiaries and affiliates, as well as their respective officers, directors, employees, agents, licensors and representatives against any and all demands, claims and actions (“Claims”) and you will hold us harmless from and against all losses, damages, costs and expenses (including reasonable attorneys' fees) (“Losses”) resulting from your breach or violation of these Terms of Use, the public posting or display of any material, content or items you submit or provide or your alteration, unauthorized use or export of content, information, messages or communication, as well as your violation of law or regulation or your infringement, misappropriation or any violation of the rights of any other party. We reserve the right to assume the exclusive defense and control of any such Claims and all negotiations for their settlement or compromise, and you agree to fully cooperate with us.
7. MISCELLANEOUS
7.1 All the above does not affect the provisions of the DADA.net Community Policy (see: http://terms.dada.net/it/terms) that are to be applied in full.
7.2 Your use of Friend$ and these Terms of Use, shall be governed, construed and enforced the laws of the State of New York applicable to contracts made, executed and wholly performed in New York. You unconditionally and irrevocably submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State and County of New York and you shall not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. These Terms of Use shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded and you also expressly agree to exclude the applicability of the Uniform Computer Information Transactions Act. A printed copy of these Terms of Use and of any notice in electronic form shall be admissible in any judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally generated and maintained in printed form.
7.3 YOU ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE, AGREE TO BE BOUND BY AND FULLY COMPLY WITH ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.
For ease of reference our DADA.net COMMUNITY POLICY is available at http://terms.dada.net/us/requirements PRIVACY POLICY is available at http://terms.dada.net/us/policy
These Terms of Use were last modified on February 16, 2007 and is effective immediately.