www.flazio.com domain name and Flazio trademark are registered by Flazio SRL company, currently located in Via G. Mazzini. 2, San Giovanni La Punta, Catania, Italy with a share capital of € 15,000.00. For all the necessary information you can contact Flazio SRL using these e-mail addresses: firstname.lastname@example.org and email@example.com.
The entry number in the italian Company Register (Registro delle imprese) is 337298.
Flazio S.R.L. VAT Number is 05021040877.
The fees for the services provided by Flazio SRL are illustrated in their website pages accessible from www.flazio.com.
Flazio is a publicly accessible website with which Developers and Users can create and manage Websites. In order to create and manage Web Sites, the Developer must have a valid Flazio account.
2. Accepting the Agreement
2.1 Flazio service use related to creation and management of Websites is subject to a legal agreement between the Developer or User and Flazio S.R.L. This legal agreement is set up by the terms and conditions of the present document. In order for the Developer and/or User to use Flazio to create and manage their own Websites, they must accept the present Agreement by clicking “Create your Website”. The Developer and/or the User is not allowed to create and manage Web Sites using Flazio before having read and accepted this agreement.
The Developer and/or the User is not allowed to use Flazio and to agree on this "Terms and Conditions" if: (a) He is not of legal age to sign a binding contract with Flazio (b) He is inhibited from receiving the Services under the laws of the United States or other countries including the country in which he is residing or from which he uses the Services
2.3 The Developer and/or User declares and warrants that he has full power, capacity and authority to accept this Agreement. If the Developer agrees to be bound by this Agreement on behalf of his employer or another entity, he declares and warrants that he has full legal authority on behalf of his employer or the aforementioned entity to accept this Agreement. If the Developer does not have the necessary authority, can not accept the Agreement or use Flazio on behalf of the employer of the aforementioned entity.
3. End User Assistance
Developer will be solely responsible for the provision of the services and maintenance of its Websites and any complaint regarding the same Websites. His contact information for the assistance shall be displayed on every page created by Developer, and made available to users to enable them to ask for assistance.
The failure to provide appropriate assistance in relation to the Developer Websites may, in some cases, lead to the removal from Flazio.
4. Developer Usage of Flazio
4.1 Except for the license rights assigned to the Developer as explained in Section 5, Flazio accepts not to obtain from the Developer (or from its license owner) any right, title or interest related to Developer Products, including all the relevant intellectual properties associated to these Products.
4.2 The Developer agrees to use the Services only for purposes that are permitted by (a) this Terms and Conditions agreement and (b) any applicable law, regulation or generally accepted practices or guidelines for the relevant jurisdictions (including any laws regarding data and software Export to and from the United States or other relevant countries).
4.3 The Developer accepts that deciding to use Flazio to create and manage websites he will protect privacy and legal rights of the end users.
If the Web Site created with Flazio has access and use personal information such as (and not limited to) username, passwords, age of birth, and so on, the Developer is obliged to inform the user that himself or the product will use such information.
Furthermore if the Developer has access to sensible information, he must:
store and safeguard this information complying the applicable safety measures, and relevant storage duration
If any valid personal agreement has been signed by the parties, this will substitute the original agreement.
If the users provide details about their Flazio account to the developers (even through the Website), Developer may use the above mentioned details, even through its Web site, to access to his Flazio accout only when and to the extent where the user has granted permission to do so.
4.4 Forbidden activities.
4.4.1 The Developer agrees not to do anything (including development and publishing of Websites or any other material) that violates this Terms and condtions or:
Violates 3rd party Terms and Conditions
Violates local, regional or national laws
Include any activity which could interfer,violate, interrupt, harm hardware,software, networks, data of (and not limited to) Flazio users or any other internet user
Would include false information
Violate intectual properties of other users
Consent any forbidden download of unauthorized multimedia or streaming content
Violate intellectual property including licenses, patents, copyrights (refer to Digital Millenium Copyright Act by Google) trademarks, industrial secrets
CONTENT THAT Flazio deems, IN ITS SOLE DISCRETION, RACIST, HURTING, ABUSING, ILLEGAL, PORNOGRAPHIC, OR UNACCEPTABLE FOR ANY REASON
4.4.2 The developer agrees not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Flazio, unless he has been specifically allowed to do so in a separate agreement with Flazio S.R.L..
4.4.3 The developer can’t deviate or link to other websites that imitates Flazio or acts as if they were Flazio. For any doubt avoidance, the Developer may offer Web sites as an access point to paid services for which customers have registered and for which charge information has been provided.
4.4.4 The developer must not usi NPAPI plugin unless it is authorized by Flazio S.R.L.
4.5 The Developer accepts to be the only responsible for all the Websites he has created and managed through Flazio, and of any consequence that may arise from his actions (including any damage or loss suffered by Flazio or third parties). Furthermore the developer accepts that Flazio is not responsible towards the Developer or third parties for any action done by the Developer itself.
4.6 The Developers agree to be solely responsible for any breach of all the obligations under this Agreement, by existing contracts with third-party or third-party terms of service, the application of laws or regulations and also the consequences of the violation of the same (including any loss or damage suffered by Flazio or by third parties), and that Flazio is not responsible in any way against the Developer and the same third party for such violations.
4.7 Products Evaluation. Flazio will allow users to evaluate the Websites. Flazio could use and publish statistics and analytics relevant to the Websites, for ex. Number of visitors, to identify or remove Websites that do not satisfy acceptable standards , as defined by Flazio.
Flazio reserves the right to show Web Sites to users at Flazio’s sole discretion.
Developer Websites will be subject to judgments that they may not agree with. Developers may contact Flazio for any questions or concerns about the judgement method.
4.8 Commercialization of the Product. The Developer will be responsible for its Websites, for the provision of the necessary information to end users, as well as the communication of precise security permissions, necessary for the operation of the Websites on users’ computer, hardware or other devices.
5.1 The Developer gives Flazio a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to host, create link, copy, modify, translate, publish, publicly display, test and distribute any Website and related Content which the Developer submits, post or display through, the Website.
5.2 The Developer gives user a perpetual, irrevocable, worldwide, and non-exclusive license to execute, display and use Websites and related content.
The Developer has the opportunity to include a different license agreement with the End User (EULA) , which will regulate user rights related to product license.
5.3 Flazio S.R.L can take advantage of consultants or other representatives to execute and comply to the rights presented in this Agreement, provided that these consultants and representatives must comply to the same commitments of Flazio S.R.L.
Upon termination of this Agreement, Flazio Srl will not distribute Developer Web Site anymore, but may retain and use copies of the Website for support purposes related to Flazio service.
5.4 The Developer declares and warrants that it holds, and maintain, all the rights necessary to grant the licenses to the Web sites and the content available or transmitted through the Web sites to Flazio, its affiliates and Websites users.
5.5 Subject to the license rights granted in this Agreement, ( a) the Developer retains all rights in and to the Web sites and (b) each party retains all rights held independently to this Agreement, including the rights held under the U.S. Copyright Act or similar laws of other jurisdictions. Flazio acknowledges and agrees that it obtains from the Developer (or Developer’s licensors) any right, title or interest under this Agreement on the content he submits, posts, transmits or displays on or through the Website, including any intellectual property rights present in that content (whether those rights are registered or not, and wherever in the world they exist). Unless otherwise agreed in a written agreement with Flazio, Developer agrees to be responsible for protecting and enforcing those rights and that Flazio has no obligation to do so on his behalf.
6. Brand and advertisement
6.1 For "Brand Features" we mean the registered brand names, trademarks, logos, domain names and other distinctive brand distinctive elements of each party, owned by (or licensed to) such part when needed.
6.2 Each party owns all the rights, title and interest, including without limitation all intellectual property rights related to the distinctive elements of its brand . Except as expressly provided in this Agreement, neither party grants , nor the other party acquire, any right, title or interest (including , without limitation, any implied license ) in respect of the Brand Features of the other party. Pursuant to the terms and conditions of this Agreement, Developer grants Flazio and its affiliates a non-exclusive limited license valid for the duration of this Agreement to show the Developer Brand Features in order to use them in relation to Flazio and perform its obligations under this Agreement . Nothing provided in this Agreement gives the developer the right to use the brand names, trademarks, logos, domain names, or other distinctive brand owned by Flazio
6.3 Advertising. Flazio and its affiliates may insert the Developer Brand Features, screenshots, videos and demos of products and content contained in, available from or transmitted through the Web sites inside presentations, marketing materials and marketing events, Developer events, financial statements, websites lists (including links to the developer website), press releases, and customer lists (including, without limitation, customer lists posted on Flazio websites) in order to sponsor Flazio advertising products and services. Flazio grants to Developer a limited, non-exclusive, worldwide effective usage of Flazio Brand for the term of this Agreement solely for advertising purposes and only in accordance with the guidelines of the Flazio brand.
7. Removal, Control and Updates
7.1 Removal by the Developer. The Developer may remove its Web sites from Flazio at any time, in such a way that they will not be manageable for the future through Flazio, but must comply with the terms of this Agreement in relation to each website managed by Flazio. The removal of the Websites by Developer from Flazio so that they are no longer distributed through Flazio (a) do not produce the termination or modification of the license rights of users who have previously used the Web sites or (b) does not involve the removal of the Websites from computers, hardware or other devices owned by users, or from any section of Flazio where information is stored on the Web Site
7.2 Control and removal by Flazio . Flazio has no obligation to monitor the Web sites or their content, but may at any time inspect or test the Developers’ Websites as well as their source code to verify that they meet the terms of this Agreement , the rules of Flazio program and any other term, obligation , law or current regulation , and can use automated methods to perform these checks. Flazio reserves the right to refuse to handle and / or register a Web Site at its sole discretion. Flazio reserves the right to remove and / or block websites that make use of redirects and / or inserted inside iframes. In case of non-fullfilment, the site can be obscured. At the Developer may be requested information or contact details to be personally identifiable as part of the registration process Flazio or during the use of the Services. Users agree to provide the most accurate, correct and up-to-date information to Flazio. In the context of the specifications for the Website, Flazio may require the developer to include information such as name and email address in the presentation of the Website. Flazio may use this information for the presentation of the Website in its directory or for other uses. Where Flazio is informed by Developer or becomes aware in other ways and assess at its sole discretion that a Developer Website, or distinctive elements of Developer brands (a ) infringe intellectual property rights or any other rights of any third party , (b) violate applicable law , or are subject to injunction , (c ) contain pornographic, obscene or otherwise violate the standards of Flazio hosting or other terms of service occasionally updated by Flazio at its sole discretion , (d) are published or distributed incorrectly , and (e ) may give rise to liability against Flazio or any third party , ( f ) contain viruses or are considered by Flazio as malware, spyware or harmful for the Flazio network or third parties; ( g ) violates the terms of this Agreement or Flazio program, or ( h ) damage the integrity of the Flazio servers (for ex. users are unable to access content or have issues ) , Flazio can prevent the display of the Web Site , remove the website from its system, disable or remove remote systems or devices of the user, or flag, filter change related materials (including , without limitation , descriptions, screenshots or metadata) or reclassify the Web Site at its sole discretion. Developer can contact Flazio if he has any question or concern about removal. Flazio reserves the right to suspend or prevent access to any system Website at its sole discretion.
8. Developers credentials
8.1 The Developer agrees to be responsible for the confidentiality of credentials chosen by the developer or that can be issued from Flazio itself, and will be solely responsible for all applications developed using this Developer credentials .
8.2 Flazio can limit the number of Websites that the Developer, the society or the organization for which he works, realizes or manages.
8.3 Flazio S.r.l. may, at its sole discretion, suspend or terminate the right of the Developer to manage his We sites through Flazio for any reason, including, without limitation: (a) breach of this Agreement or the Flazio Program Rules Flazio or (b) violation of any intellectual property law, including copyrights. For more information about Flazio rules about copyright, read the information presented here.
9.1 In order to innovate and improve Flazio, Flazio can collect some statistical data on the use of Flazio and computers, devices or other hardware of the users, including, but not limited to, information on how to use Flazio and sites. .
10. Termination of the Contract
10.1This Agreement shall continue in effect until terminated by the developer and/or user or Flazio Srl, in accordance with the terms set out below.
10.2 Developer and / or user may end this Agreement by sending a notice to Flazio with a notice period of thirty (30) days (unless this Agreement terminates under Section 14.1) and the interruption of use of any relevant credential.
10.3 Flazio S.r.l. may, at any time, terminate this Contract with the Developer and/or User, but not limited and non-exclusive, if:
(A) the developer and / or user have breached any provision of this Agreement, or
(B) Flazio is required to do so by law, or
(C) Flazio decides to no longer provide any services.
11. Disclaimer of Warranties
11.1 Flazio is provided "as it is available", with the exclusion of any guarantee, without limitation, any guarantee related to timing, frequency and implementation of the product updates distribution
11.2 The use of Flazio and any material downloaded or otherwise obtained through the use of Flazio by the developer and / or user, is at its sole discretion and at its own risk. The developer and / or users are solely responsible for any damage caused to computers or other devices and the loss of data resulting from such use.
11.3 Flazio S.r.l. , makes no warranty or condition of any kind, express or implied, including, but not limited to, the implied warranties and conditions of merchantability, appropriate for a particular purpose of the violation.
12. Limitations of Liability
The developer and/or user expressly agrees that Flazio Srl, its affiliates, distributors and affiliates, and licensors are not liable to the developer for any direct, indirect, incidental, special, consequential or exemplary damages allegedly suffered by the developer, and anything gives the cause and the theory of liability. It is included any loss of data, even if Flazio Srl or its representatives have been advised of or should have been aware of the possibility of such losses.
13. Indemnification obligations
To the extent permitted by law, the developer and/or user agrees to indemnify Flazio Srl , its affiliates and their respective directors, officers, employees and agents from any claim, action, suit or proceeding and from any loss, liability, damages, costs and expenses (including attorneys' fees) arising, first, from the use of Flazio by the developer and/or user, in violation of this Agreement, the Rules of the program Flazio or any law or regulation. Secondly, from the breach through the Web Site Developer of copyright, trademark rights, trade secrets, trade dress, patents or any other intellectual property right of any person arising out of or defames any person or infringement of its rights of publicity editorial or privacy. Thirdly, from claims of third parties arising out of or relating to the Site or the Web Developer's use of the latter Flazio .
14. Changes of the Contract
Flazio S.r.l. may make changes to this Agreement. When these changes are made, Flazio will make a new copy of the Contract at the site of the Flazio http://www.flazio.com/. It is responsibility of the Developer and/or User to periodically check the terms and conditions of this Agreement. The changes will become effective and shall be deemed accepted by the Developer and/or User in the following situations: immediately for those who become Developers and / or Members after the change;
(b) for those who are already developers and/or users, the changes will be effective when the developer accepts the modified Agreement (except changes required by the law that will be effective immediately) or 7 days after the publication of the amendment, if the developer continues to use the services of Flazio.
15. Legal terms
15.1 This Agreement constitutes the entire legal agreement between you and Flazio, governs the use of Flazio by the Developer and completely replaces any prior agreements between you and Flazio in relation to Flazio. The Developer Agreement for Flazio, the program policies and Terms of Service of Flazio will be applied in the order indicated if there is any inconsistency between them, to the extent of such inconsistency.
15.2 The developer agrees that failure to exercise or enforce by Flazio of any legal right or remedy under this Agreement (or anything else Flazio benefits under any applicable law) will not be considered as a formal waiver of rights to Flazio and that those rights or remedies will still be available to Flazio.
15.3 If a Court having the jurisdiction in this matter, rules that any provision of this Agreement is invalid, that provision will be removed without affecting the other terms of the Contract. The remaining provisions of this Agreement shall continue to be valid and enforceable.
15.4 The developer acknowledges and agrees that each company in the group to which Flazio is the leading company will be third-party-beneficiary of their rights under this Agreement and that these companies will have the option to apply directly and rely upon any provision of the Contract which gives them an advantage or confers rights on their behalf. Other than this, no other person or company shall be beneficiary of this Agreement as a third party.
15.5 Export Limitations.
The websites available in Flazio may be subject to export controls or restrictions imposed by the European Union. Developers agree to comply with all export laws and regulations in force in the European Union. These laws include restrictions on destinations, end users and end use.
15.6 The rights granted in this Agreement may not be assigned or transferred to other parties (the Developer or Flazio) without the prior written consensus of the other party. Neither the developer nor Flazio be permitted to delegate their responsibilities or obligations under this Agreement without the prior written consensus of the other party.
15.7 This Agreement and the relationship between the Developer and Flazio established by the Agreement will be governed by the laws of the State in which it is located Flazio, without regard to the rules of private international law. Developer and Flazio agree to submit to the exclusive jurisdiction of the courts in which it is located Flazio, to resolve any legal matter arising from this Agreement. Nevertheless, the Developer agrees that Flazio shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
The obligations set in Sections 5, 6, 7, 11, 12, 13 and 15 will be valid even in case of expiration or termination of this Agreement.
Terms of Flazio Advertising Online Service
1. Welcome in Flazio Advertising!
By using our services, the user registered on the platform FLAZIO agrees to these terms (the "Terms of Flazio Advertising") and the conditions contained in the Terms and Conditions of the Programme Flazio (collectively, the "Agreement"). When in conflict, the Terms of Flazio Advertising will prevail over any other terms of the Contract.
We therefore invite the user to read the full contract.
Wherever used in this Agreement:
- "User" means any natural or legal person who uses the Services (and / or any natural person, legal or having reason, agency or network acting on your behalf);
-"we", "us" or "Flazio" indicates Flazio srl and "Parties" means you and Flazio;
- "Service" (and / or Services) indicates the services rendered by Flazio Ltd. to users of the platform FLAZIO or Flazio Advertising.
2. Access to services: Account Flazio
In order to use Flazio Advertising, the User shall create, by registration, an account of FLAZIO and add a component of advertising, approved by us, within its website.
By adding advertising components, the User agrees to host banner advertisements and other content ("Postings") provided by advertising dealers and / or advertisers ("Third Party") approved and selected by Flazio.
We reserve the right to refuse or restrict your access to the Flazio Advertising Online Service. By submitting an application to use the Services, if the User is a natural person, he/she claims to have at least 18 years.
3. Use of our services
User may use our services only to the extent permitted by this Agreement. It is forbidden to misuse our Services. For example, user may not interfere with our services and can not try to access it using a different method from the interface and the instructions we provide.
The User may stop using the Advertising Service at any time by removing the component from its advertising account.
4. Changes to our services, amendments to the contract
We modify and constantly improve our services. We reserve the right to add or remove features or elements of the Services at any time. We can either terminate or suspend a service.
We reserve the right to modify this Agreement at any time. We will post any changes to the Terms of Flazio Advertisign Online Service on this page and the Terms and Conditions of the Program FLAZIO on their respective pages. The changes will not be applied retroactively, and in general will become effective 14 days after publication. However, changes made to add new features for a service or changes made for legal reasons will be effective immediately. In case of disagreement with one of the modified terms in the Agreement, the User must terminate the use of the Services concerned.
For the purposes of this Article and Article 10 of the Terms of Flazio Advertising, the User will receive a payment proportional to the number of valid clicks and the number of valid impressions of Ads displayed on its site. This will be determined by Flazio in proportion to what is received from third parties for those clicks and impressions considered valid.
Payment will be made by the end of the calendar month following the one in which the balance accrued to its Account matches or exceeds the payment threshold, currently set at € 50.00
In the event of termination, we will pay the User within 90 days from the end of the calendar month in which the balance accrued to its Account equals or exceeds the applicable payment threshold.
Unless expressly authorized by a written form by Flazio, you may not enter into any type of agreement with another entity in which such person receives the payments made to the User under the Contract or other financial benefits associated to services.
Payments will be calculated solely on the basis of our accounting.
Payments to the User can be held to reflect, or modified to exclude any amount refunded or credited to advertisers and any amount resulting from invalid activity , as determined by Flazio in its sole discretion.
To determine what is considered an invalid activity is in all cases the prerogative of Flazio and these activities include, without limitation:
(i) spam, invalid requests, invalid impressions or invalid clicks on Ads generated by any person, bot, automated program or similar instruments, including those get through any clicks or impressions arising from the User's IP addresses or computers under the control of the User;
(ii) solicited clicks or impressions generated by payment of money, false statements, or requests to visitors to the site of clicks on the ads or other actions to be taken;
(iv) clicks or impressions combined with a significant amount of activity described in subparagraphs (i, ii, and iii)
In addition to our other rights and remedies, we reserve the right to ( a) retain and compensate any payment we owe from the User under the Agreement with any compensation we expect by the User under the Contract or any other contract, or ( b) require User to reimburse us within 30 days of any invoice, any amount that we may have overpaid in previous periods. If the User contests any payment made or retained relating to the Services, he/she must do so by writing to Flazio within 30 days of each payment contested.
In the event of default, any claim relating to the disputed payment will not be accepted. Where an advertiser whose Ads are displayed on any site defaults in payments to Flazio, we reserve the right to withhold payment or ascribe it again.
To ensure proper payment, it is user’s responsibility to provide and maintain in the Account valid contact and payment information. Any bank charges applied by those who manage the payment on the User’s behalf depend upon the User.
Between the User and Flazio, shall be borne by Flazio all taxes (if any) associated with the transactions between Flazio and advertisers in connection with the ads displayed on the sites. Must be prepaid by the User all taxes (if any) associated with the Services. All payments to the User by Flazio in connection with the Services will be treated as inclusive of taxes (if applicable) and will not be changed.
7. Intellectual Property
Except as expressly provided in the Agreement, no party will acquire any right, title or interest in any intellectual property rights belonging to the other party or the license of the other party licensors.
If the Flazio provides the User softwares in connection with the Services, it grants the User a non-exclusive, non-sub-licensable license to use such software.
This license is for the sole purpose of enabling the User to use and enjoy the benefit of the Services as provided by Flazio , in the manner permitted by the Agreement.
It is forbidden to the user to copy, modify, distribute, sell or rent any of our services or software included in them, nor it is possible to make reverse engineering or attempts to extract the source code of such software , except cases when these limitations are prohibited by law or the User has the written permission of Flazio.
The User may not remove, obscure or modify the requirements relating to copyright, elements of Flazio mark or other proprietary rights notices contained in or linked to any service , software or documentation Flazio.
We grant to the User a non-exclusive, non-sub-licensable license to use the trade names of Flazio, trademarks, service marks, logos, domain names and other distinctive brand features ("Brand Elements") solely in connection with the use of the Services by the User and in accordance with the Contract and the Instructions on the use of the Trademarks Flazio by a third party. We reserve the right to revoke this license at any time. Any goodwill arising from the use by the User of the elements of the mark Flazio belongs to Flazio.
We reserve the right to include the name of the User and the elements of the brand in our presentations, marketing materials, customer lists and financial reports.
9. Confidentiality (bis)
The User agrees not to disclose Confidential Information concerning Flazio without our prior written consensus. "Confidential Information to Flazio" include: (a) all software, technology and documentation of Flazio relating to the Services, (b) statistics relating to the User experience of the Service, (c) the existence of elements in a beta service and the information realated, and (d) any other information made available by Flazio that is defined as confidential or which would normally be considered confidential under the circumstances in which it is presented. Confidential Information does not include information the User is already aware of in advance to the use of the Services of Flazio, which did not become public for the User's responsibility, which have been independently developed by the User or have been lawfully provided to the User by third parties.
The User can, however, reveal the exact amount of gross payments received by Flazio arising from the use of the Services.
The User may terminate this Agreement relating to the Flazio Advertising Online Service at any time by completing the procedure to remove banners from the site and by submitting subsequent written notice to firstname.lastname@example.org. The Agreement shall be deemed terminated within 10 working days from the receipt of the User got by Flazio.
If the user solves the Contract and has gained a balance which equals or exceeds the applicable threshold, Flazio will pay the User the balance accrued within 90 days of the end of the calendar month in which the Agreement has been terminated. As a penalty, any balance accrued up to the time the withdrawal below the applicable threshold will be forfeited by Flazio.
Flazio may at any time terminate the Contract, suspend or revoke the membership of any Account Services for any reason. If we solve the Contract as a result of a breach by User or due to invalid activity made by the User, we reserve the right to withhold unpaid amounts or charge them back to you. In the event of breach of this Agreement by the User or suspension or termination by Flazio of the User Account, the User will not be allowed to create a new account.
The User agrees to indemnify and defend Flazio, its affiliates, agents and advertisers from and against any and all third party claims and liability arising out of or related to the User Account, including any content made available in the Account that is not provided by Flazio, use of the Services, or the User violation of any term of this Agreement by the User. Flazio advertisers are third party beneficiaries of this compensation.
12. Declarations; warranties; responsability exclusion
The user states and assures that (i) it has full power and authority to enter into the Agreement, (ii) to be the owner of, or be legally authorized to act on behalf of the owner of, each Account, (iii) be the person who takes on the technical and editorial decisions in relation to each account for which the services are implemented and have control over how the services are implemented for each Account, (iv) Flazio has never previously revoked or otherwise disabled the User Account Flazio created as a result of a breach of the Agreement or due to invalid activity by the user, (v) that the conclusion or performance under the Agreement does not violate any contract which the User may have with a third party or any rights of any third party, and (vi) all information supplied by the User to Flazio are correct and currently valid.
Each party warrants to the other the use of reasonable care and skill in the observance of its obligations under the Contract. Except as expressly provided in the Contract, we make no promise about the Services. For example, we do not assume any obligation regarding the content within the Services, the specific function of the Services, or their profitability, reliability, availability, or ability to meet the needs of the User.
No conditions, warranties or other terms it is applicable to any service or to any other good or service provided by Flazio under the Contract except as expressly stated in the Contract. No conditions, warranties or other terms implied are applicable (including any implied term of satisfactory quality, fitness for purpose or conformance with description).
13. Responsability restrictions
Nothing in this Agreement shall exclude or limit the liability of any party to (a ) fraud or fraudulent misrepresentation, (b) death or personal injury caused by negligence, or ( c) any fact which can not be excluded or limited by law.
No party shall have no liability (whether in terms of contractual liability, tort) under or in connection with the Contract for any special loss, indirect or consequential damages (both if such losses were foreseeable, known or otherwise).
The overall responsibility of each party (both contractual or not) under or in connection with this Agreement shall not exceed the net amount payable to the User by Flazio during the 12 months immediately preceding the first date on which such responsibility arises.
The limitations and exclusions of liability in this Article 13 shall not apply in respect of any liability they may incur pursuant to Article 7 ( Intellectual Property ; Elements of the Mark) , 9 (Confidentiality) or 11 (Indemnification) .
14. Additional information
14.1 Overall contract; changes
The Agreement constitutes our entire agreement with respect to the use of the Services by the User and replaces any prior or contemporaneous agreement having that object. No party shall have any rights or remedies on the basis of any statement, representation, or warranty (both made negligently or without fault) does not expressly stated in the Contract. This Agreement may be amended (i) in writing signed by both parties where expressly stated to amend the Contract, or (ii) as set out in Section 4, if the user continues to use the Services after the amendment to the Contract by Flazio.
The User may not assign or transfer any of its rights under the Contract.
14.3 Independent entities..
The parties are independent entities and the Agreement does not create any relationship of agency, partnership, or joint venture.
14.4 No third party beneficiary.
Except as provided in Article 11, this Agreement does not create any rights to third party beneficiaries.
14.5 No renounce.
Except as provided in Article 5, the non-application of one of the party of any provision of the Agreement shall not constitute a waiver.
If it appears that a particular term of the Agreement it is unenforceable, the remainder of the Agreement shall remain in full force and effec
The effects of Articles 7, 9, 10, 11, 13, and 14 of these Terms of Flazio Advertising Online Service survive even in case of termination of the contract.
14.8 Applicable Law.
The Agreement is governed by the Italian law and the parties shall refer any dispute (contractual or non-contractual) concerning the Agreement to the exclusive jurisdiction of the Court of Catania.
14.9 Force Majeure.
No party will be liable for inadequate compliance to the extent that they are caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor conditions, governmental action and problems on the Internet) that is outside the reasonable control of the part.
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