Advertiser Standard Terms and Conditions

THESE ADVERTISER STANDARD TERMS AND CONDITIONS (these “Standard Terms”) are made by and between Italiaonline and the business identified on the Campaign details to which these Standard Terms are attached (“Advertiser”). Italiaonline and Advertiser may each be referred to herein as a “Party”, and together the “Parties”.

These ADVERTISER STANDARD TERMS AND CONDITIONS were last updated on June 27, 2018. Effective Date shall mean the date when Advertiser agrees to these ADVERTISER STANDARD TERMS AND CONDITIONS by clicking "I agree" on the Platform. By agreeing to these terms, Advertiser represents and warrants that it is entering into these Standard Terms as and on behalf of a business and not as an individual.

  1. Definitions

    Capitalized terms used but not otherwise defined herein, shall have the meaning ascribed to them in Exhibit A.

  2. Advertising Campaigns

    1. Platform Campaign Orders. Advertiser shall, through the platform available at https://advertising.iol.com/ (the “Platform”), submit a campaign order (each, a “Campaign”) which may include specifying the name of the campaign, ad size (i.e. ad type as a banner or interstitial), desired start date and end date, number impressions or clicks to be purchased, desired geo-targeting (i.e. country, state or city) and redirect URL. No additional data fields will be considered unless expressly approved by Italiaonline in writing.
    2. Availability; Acceptance. Italiaonline may accept or deny all Campaign’s in its sole and absolute discretion. By agreeing to these Standard Terms, Advertiser agrees and acknowledges that all Ad Inventory is provided on a non-guaranteed basis, and Italiaonline makes no representations and/or warranties that Ads will be filled or delivered. Advertiser understands and agrees that all Campaigns submitted will be subject to the successful winning of a bid based on the Campaign details Advertiser provides.
    3. Modifications; Revisions. Changes to a submitted Campaign may be managed by Advertiser through the Platform. Advertiser may not modify any campaign that has been fulfilled.
    4. Account Responsibilities. Advertiser is solely responsible for ensuring the accuracy of all information it provides through the Platform (such as entering bid prices, compliant creative and destination URLs) and will be solely liable for all Advertising Materials and activity that occurs under Advertiser’s account on the Platform. Advertiser must diligently protect its account username and password and take all measures to prevent unauthorized access. Advertiser is only permitted to utilize the Platform and create Campaigns solely on behalf of itself, and is not permitted to utilize the account for the benefit of any third-party or in any agency-like arrangement. Without limiting Italiaonline’s other remedies hereunder, failure to comply with the foregoing account restrictions will result in a banned account and from usage of the Platform and advertising with Italiaonline. If Advertiser’s account has been compromised or is being used in an unauthorized manner, Advertiser must immediately notify Italiaonline. Advertiser should regularly log into its account and review the details of its spending to ensure that there has not been an unauthorized transaction or other error.
  3. Ad Placement and Positioning.

    1. Placement. Advertiser agrees and acknowledges that Ad Inventory is non-guaranteed, and to the extent that Advertiser’s has winning bids, the placement of Ads on Italiaonline Properties shall be determined by Italiaonline in its sole and absolute discretion. Advertiser agrees and acknowledges its understanding of the nature of Italiaonline’s business and of Italiaonline’s properties and the type of content that is being displayed thereof. As a result, Advertiser hereby disclaims and revokes any right to object to the placement of an Ad based on the nature of Italiaonline’s business or of its properties.
  4. Tracking and Reporting.

    1. Campaign Start. Italiaonline will exercise commercially reasonable efforts to launch a Campaign after it is submitted through the Platform. Advertiser understands that all creative materials must be reviewed and approved prior to the Campaign being launched.
    2. Ad Serving and Tracking. Italiaonline will track delivery through Italiaonline’s ad servers. Italiaonline’s tracked impressions and metrics are the sole source and metric for the purposes of billing.
    3. Italiaonline Reporting. Italiaonline will make reporting available to Advertiser electronically through the Platform.
  5. Payments

    1. All Ad Inventory purchased through the Platform must be prepaid through the Platform. All prepaid amounts to be submitted for credit to an account must be one hundred dollars ($100 USD) or more. Deposits are refundable by sending an email to support@Italiaonline.com; provided, however, that refunds are only available if there are no active Campaigns. Italiaonline currently accepts credit card, electronic funds transfer (EFT) and PayPal as payment methods; provided, however, that Italiaonline reserves the right to modify the method
    2. All monetary amounts related to the purchase of Ad Inventory and amounts due hereunder are in U.S. dollars. If Advertiser sends monetary amounts other than U.S. dollars, they will be exchanged at – the rate available to Italiaonline at the time of such exchange.
    3. Advertiser is responsible for confirming the accuracy of all information that Advertiser provides for each payment (such as contact information, payment amounts, credit card numbers and expiry dates, and wire information, as applicable).
    4. Italiaonline uses third-party providers to process payments. As such, Italiaonline is unable to make any guarantees as to how long it will take to post funds to Advertiser’s account. If Advertiser utilizes a credit card, the funding payment is usually processed and credited to Advertiser’s account immediately, however, if a wire transfer or PayPal is used, the processing and posting of funds to Advertiser’s account may take a few days.
  6. Term

    • The term of these Standard Terms shall begin on the Effective Date, and shall continue for a period of one (1) year (the “Initial Term”), unless earlier terminated in accordance with the terms provided herein. Unless either Party provides notice of its intent not to renew, these Standard Terms shall automatically renew for consecutive one (1) year periods (each, an “Additional Term”). The Initial Term along with all Additional Terms shall collectively be referred to as the Term.
  7. Termination; Cancellation.

    • 7.1 Without Cause. Either Party may terminate these Standard Terms by providing three (3) business days’ written notice; provided that these Standard Terms shall continue for so long as there is an active Campaign.
    • 7.2 Effect of Termination Without Cause. Upon termination or expiration of this these Standard Terms, any Campaigns currently in effect may, at Italiaonline’s option, be immediately stopped and (except in cases where Italiaonline has terminated without cause pursuant to Section 7.1) all amounts payable to Italiaonline under such Ad campaigns shall become immediately due and payable.
    • 7.3 For Cause. Either Italiaonline or Advertiser may terminate a Campaign at any time if the other Party is in material breach of its obligations hereunder, which breach is not cured within ten (10) days after receipt of written notice thereof from the non-breaching Party, except as otherwise stated herein with regard to specific breaches. Additionally, if Advertiser or Advertiser breaches its obligations by violating the Policy three times, even if Advertiser cures such breaches, then Italiaonline may terminate the Campaign or placements associated with such breach upon written notice. If Advertiser does not cure a violation of a Policy within the applicable 10-day cure period after written notice, where such Policy had been provided by Italiaonline to Advertiser, then Italiaonline may terminate the Campaign and/or placements associated with such breach upon written notice.
  8. Force Majeure

    • 8.1 Generally. Excluding payment obligations, neither Advertiser nor Italiaonline will be liable for delay or default in the performance of its respective obligations under these Standard Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure event”). If Italiaonline suffers such a Force Majeure event, Italiaonline will make reasonable efforts within fifteen (15) business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or make-good is reasonably acceptable to Advertiser, Italiaonline will allow Advertiser a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase.
    • 8.2 Cancellation. If a Force Majeure event has continued for five (5) business days, Italiaonline and/or Advertiser has the right to cancel the remainder of the Campaign(s) without penalty.
  9. Ad Materials

    • 9.1 Submission. A condition precedent to Italiaonline attempting to serve up the Purchase Inventory of Ads, is submission by Advertiser of the Advertising Materials prior to and in accordance with Italiaonline’s then-existing Policies.
    • 9.2 Compliance. Italiaonline reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags, JavaScript), or the website to which the Ad is linked do not comply with its Policies, or that in Italiaonline’s sole judgment, do not comply with any applicable law, regulation, or other judicial or administrative order. In addition, Italiaonline reserves the right within its sole discretion to reject or remove from its Site any Ads for which the Advertising Materials or the website to which the Ad is linked are, or may tend to bring, disparagement, ridicule, or scorn upon Italiaonline or any of its Affiliates (as defined below).
    • 9.3 Trademark Usage. Advertiser will not use Italiaonline’s trade name, trademarks, logos, or Ads in any public announcement (including, but not limited to, in any press release) regarding the existence or content of these Standard Terms or a Campaign without the other’s prior written approval.
  10. Indemnification

    • 10.1 By Advertiser. Advertiser will defend, indemnify, and hold harmless Italiaonline and each of its Affiliates and their respective Representatives from damages, liabilities, costs, and expenses (including attorneys’ fees) (“Losses”) resulting from any claim, demand, judgment, or proceeding (“Claims”) brought by a Third Party resulting from (i) Advertiser’s alleged breach of its confidentiality or data privacy obligations or of Advertiser’s representations and warranties hereunder, (ii) Advertiser’s violation of Policies, or (iii) the content or subject matter of any Ad or Advertising Materials to the extent used by Italiaonline in accordance with these Standard Terms or a Campaign. Advertiser represents and warrants that it has the authority to bind Advertiser to these Standard Terms and each Campaign. Advertiser will defend, indemnify, and hold harmless Italiaonline and each of its Affiliates and Representatives from Losses resulting from Advertiser’s alleged breach of the foregoing sentence
    • 10.2 Procedure. Italiaonline and its indemnified party(s) will promptly notify Advertiser (the indemnifying party) of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or delay), and will: (i) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of all Claims; and (ii) be entitled to participate at its own expense in the defense of all Claims. The indemnified party(s) agrees that the indemnifying party will have sole and exclusive control over the defense and settlement of all Claims; provided, however, the indemnifying party will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on or admits any guilt of an indemnified party(s) without its prior written consent.
  11. Limitation of Liability

    • Excluding Advertiser’s obligations under Section 10, damages that result from a breach of Sections 12 and 13, or intentional misconduct by Advertiser, in no event will any Party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of a Campaign, even if such party has been advised of the possibility of such damages.
  12. Confidentiality

    • 12.1 Definitions and Obligations. “Confidential Information” will include: (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that Campaign Details (as defined below) shall be considered Italiaonline’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the Campaign or under these Standard Terms.
    • 12.2 Exceptions. The term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information of the Discloser; or (v) was communicated by an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.
  13. Data Privacy

    Use of Collected Data. Advertiser shall not: (A) use Collected Data for Repurposing; (B)  disclose Campaign Details of Italiaonline or Site Data to any Affiliate or Third Party.

    • 13.1 Privacy Policies. Advertiser will post on its web sites, proper privacy policies and adhere to their privacy policies, which will abide by applicable laws, rules, and regulations. Failure by Advertiser to continue to post a privacy policy, or non-adherence to such privacy policy, is grounds for immediate cancellation of a Campaign by Italiaonline.
    • 13.2 Compliance with Law. Advertiser will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the Campaign.
    • 13.3 Advertiser Use of Data. Advertiser will not: (i) use Collected Data unless expressly permitted by Italiaonline hereunder, nor (ii) use Collected Data in ways that Advertiser is not expressly contemplated hereunder.
  14. Miscellaneous

    • 14.1 Necessary Rights. Advertiser represents and warrants that Advertiser has all necessary licenses and clearances to use the content contained in the Ads and Advertising Materials as specified on the Campaign and subject to these Standard Terms, including any applicable Policies.
    • 14.2 Assignment. Advertiser may not resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without Italiaonline’s prior written approval will be null and void. All terms and conditions in these Standard Terms and each Campaign will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.
    • 14.3 Entire Agreement. Each Campaign (which shall, by reference, incorporate these Standard Terms) will constitute the entire agreement of the Parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the Campaign.
    • 14.4 Conflicts; Governing Law; Amendment. In the event of any inconsistency between the terms of a Campaign and these Terms, the terms of the Campaign will prevail. All Campaigns (including these Standard Terms) will be governed by the laws of the State of California. Italiaonline and Advertiser (on behalf of itself and Advertiser) agree that any claims, legal proceedings, or litigation arising in connection with the Campaign (including these Terms) will be brought solely in Los Angeles County, California, and the Parties consent to the jurisdiction of such courts. No modification of these Standard Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.
    • 14.5 Notice. Any notice required to be delivered hereunder will be deemed delivered three days after deposit, postage paid, in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically by email (return receipt requested). All notices to Italiaonline and Advertiser will be sent to the contact as noted on the Campaign with a copy to the “Legal Department.” All notices to Advertiser will be sent to the address specified in the Platform.
    • 14.6 Survival. Sections which by their nature should survive, shall survive termination or expiration of these Standard Terms, including, without limitation, Sections 7, 10, 11, 12, 13, and 14.
    • 14.7 Headings. Section or paragraph headings used in these Terms are for reference purposes only, and should not be used in the interpretation hereof.
    • 14.8 No Construction Against Drafter. The Parties agree and acknowledge that these Standard Terms and all terms and conditions contained herein have been fully reviewed and negotiated by the Parties. The Parties agree that any principle of construction or rule of law that provides that, in the event of any inconsistency or ambiguity, an agreement shall be construed against the drafter of the agreement shall have no application to the terms and conditions of these Standard Terms.
    • 14.9 Attorneys’ Fees. In the event that any suit or action is instituted under or in relation to these Standard Terms or a Campaign (including the collection of fees or other amounts due and payable to Italiaonline or to enforce any provision thereunder), the prevailing Party in such dispute shall be entitled to recover from the losing Party all fees, costs, and expenses of enforcing any right of such prevailing Party, including, without limitation, such fees and expenses of attorneys.
    • 14.10 Counterparts. These Standard Terms and the Campaign Form may be executed in counterparts via electronic transmission (e.g. PDF or email formats), each of which will be an original, and all of which together will constitute one and the same document.

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