THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE AFFILIATE) AND THE COMPANY ITWG.COM SRL, OWNER OF ITALIAN TOURIST WEB GUIDE ("ITWG") WEB SITE, LOCATED IN PRATO - ITALY, VIALE VITTORIO VENETO, 80. BY CLICKING ON THE "I ACCEPT" BUTTON AT THE END OF THIS AGREEMENT YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in ITWG's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and The ITWG.COM SRL's ("ITWG") web site. Please note that throughout this Agreement, "we," "us," and "our" will mean ITWG.COM srl, and "you," "your," and "yours" will mean the affiliate.

The things you have to do

Link to ITWG site
As a member of ITWG's Affiliate Program, you will be able to download HTML code that provides for links to web pages within the ITWG web site, and graphics that we have made available for use in your web site. You are only allowed to link to those specific web pages that we designate in the HTML code. Plus, in order for us to accurately keep track of guest visits from your site to ours, you must use the HTML code and the unique AFFILIATE LINK CODE that we provide.

Additionally, only ITWG's HTML forms may be used for searching the travel-related information provided by ITWG. We have the right to monitor your site as we feel necessary to make sure that your links to our web site are appropriate and to notify you of any changes that we feel should be made.

Give us your full cooperation
You agree to fully cooperate with us in order to establish and maintain any links between the ITWG site and your site. You also agree that those graphic images that you display pertaining to ITWG, for use as a link or otherwise, will only be graphic images that we provide to you. If we update those graphics, you will need to replace our old graphics with the new ones.

Maintain your site
The maintenance and the updating of your site will be your responsibility. Because you are a member of ITWG's Affiliate Program it will be necessary for you to update the content of your site when ITWG changes their graphics to maintain consistency and accuracy between the ITWG site and your site. We may monitor your site as we feel necessary to make sure that your site is up-to-date and to notify you of any changes to your site that we feel should be made.

Follow all copyright laws
It is entirely your responsibility to follow all applicable copyright and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible if you use another person's copyrighted material in violation of the law.

The things you need to know and understand

We can monitor your site
We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to your site that we feel should be made.

We determine the policies for the bookings and reservations
Customers who book and make Hotels reservation through ITWG's Affiliate Program will be considered customers of ITWG.COM srl. All our rules, policies, and operating procedures concerning customer reservations, customer service, and bookings will apply to those customers. We may change our policies and operating procedures at any time.

You cannot use our names without our consent
You may not create, publish, distribute, or permit any written or electronically transmitted publicity material that makes reference to us without first submitting the material to us and receiving our consent.

The use of one of ITWG.COM's names, ITWG names and logos, or trademarks must be approved in writing by ITWG.COM srl. You are solely responsible for the operation and maintenance of your site.

The starting date of this agreement
This Agreement will begin upon our acceptance of your Affiliate application.

How this Agreement can be Ended
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax.

We can modify this agreement
We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion. You will be notified by email of any changes. Modifications may include, but are not limited to, changes in the scope of commission fees, payment procedures, and ITWG's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in ITWG's Affiliate Program following the information of the change notice or new agreement will indicate your agreement to the changes.

The things you receive

You earn commissions
You are eligible to earn commission fees on reservations occurring during the term of this Agreement. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

For each instance that all of the following occurs (a "Booking"), you are entitled to earn a commission:

1. a customer arrives at ITWG through a link (as specified by ITWG.COM srl) on your site
2. the customer register itself on ITWG site and makes a Hotel Reservation
3. the reservation is processed through the ITWG Reservation System
4. the reservation is confirmed either by the hotel and the customer, and is not rejected, refused, cancelled or deleted.
5. the customer stay at the reserved hotel and pay the confirmed amount

When the above happens, you are then entitled on each reservation to a commission of One Euro (EU 1.00) for each person for each reserved night. Payment of your commission will be made on a calendar quarterly basis, but only if your unpaid, cumulative quarterly commission earnings exceed Euro 100. If your unpaid, cumulative quarterly commission earnings are less than Euro 100, they will be rolled to the following period. If this Agreement terminates, any commissions due at the time of termination will be paid at the end of the quarter following termination.

The customer will be associated permanently with your site, and you will be entitled to a commision on all the future reservations the customer will make on ITWG site using the same registered account.

Except as otherwise stated herein, ITWG.COM makes no guarantee as the amount of revenue that may be generated pursuant to this agreement.

You will be given a password to access reports and information
You will be given an Affiliate Code and you will choice a password so that you may enter our Affiliates Center. From this center you will be able to receive your sales statistics, reports, and other information, as well as the graphics and HTML code that enable you to create links from your web site to ITWG site. The sales statistics will be real-time updated or at least on a weekly basis.

Grant of licenses
We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you for such purpose. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of ITWG's Affiliate Program.

You grant to us a non-exclusive, non-transferable, revocable right to utilize your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner of our rights under this Agreement. However, ITWG.COM srl is under no obligation to so advertise, market, promote, or publicize.

Each party agrees not to use the other's proprietary materials in any manner that is disparaging or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Either party may revoke this license at any time by giving the other party written notice. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

Disclaimer
WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ITWG. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Representations and warranties

You represent and warrant that:

• this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
• you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
• you have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

Limitations of liability
ITWG.COM srl will not be liable for indirect, special or consequential damages for any loss of revenue, profits, or data arising in connection with this Agreement or the Program, even if ITWG.COM srl has been advised of the possibility of such damages. Further, ITWG.COM srl's aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to the AFFILIATE under this Agreement.<

ITWG.COM makes no express or implied warranties or representations with respect to the Affiliate Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, ITWG.COM makes no representation that the operation or its site will be uninterrupted or error-free, and ITWG.COM will not be liable for the consequences of any interruptions or errors.

Indemnification
You agree to indemnify and hold harmless ITWG.COM srl and its employees, representatives, agents and affiliates, against any and all claims, suits, actions, or other proceedings brought against ITWG.COM based on or arising from any claim (i) that our use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property right of any third party, or (ii) resulting from your breach of this Agreement. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by ITWG.COM srl in connection with or arising from any such claim, suit, action, or proceeding.

Miscellaneous

• Each party shall be deemed to be independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship.
• You may not assign your rights or obligations under this Agreement to any party.
• This Agreement shall be governed by and interpreted in accordance with the Italian laws without regard to the conflicts of laws and principles thereof. You consent to the exclusive jurisdiction in court located in the city of Prato, ITALY, in any dispute involving this Agreement.
• You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
• This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written.

I ACCEPT THE AGREEMENT
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I DO NOT ACCEPT
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