Termini d'uso

1. Definitions and interpretations

Agreement - means, collectively, the provisions of this "Agreement", any Specific Provisions, and each Order Form.

Order Form - your request for a certain paid service package, placed at https://partner.shopmania.it/plan_select that is entirely governed by the present Agreement.

Party - any of the signatories of this Agreement.

Service - series of tools and functionality provided by ShopMania that include shopping and price comparison modules, web services, ASP solutions (e.g. Online Shopping Markets), the transfer of data feeds, content, etc.

Shopmania.it (hereinafter known as ShopMania or the Website) - price comparison portal owned and operated by SC ShopMania Net SRL.

Terms of service – rules that User must agree to abide by in order to use the Service, available at https://partner.shopmania.it/cp.terms. Rules may as well be subject to change, without prior notice.

Product category - grouping of similar products offered by several different online shops, of substitute products and/or of complementary products.

Comparable product - identical product or product with very similar features, for which ShopMania displays a price comparison, based on the prices available at Partner online shops and by using a custom algorithm that groups offers according to their corresponding categories, their names, their identification codes etc.

Merchant product - all other products displayed on ShopMania, except for the comparable products.

Service package - cost of Services ordered by Customer, consisting of a certain amount of credits that are added to the Customer’s account, in the form available at https://partner.shopmania.it/plan_select and that may be modified without prior notice. Customer will be notified individually, if necessary, of any change in pricing affecting the order in progress. The service package ordered by Customer shall be mentioned in the Order form added to the invoice.

Partner - company that operates an online shop and that uses the Service.

Premium Partner - ShopMania Partner that has purchased a Service package.

Offer Data - data sent by the online shops to describe the products offered (e.g. prices, pictures, descriptions)

Product Data - data provided by third Parties, used to enrich the shops' Offer Data (e.g. pictures of products, objective descriptions and data sheets)

Datafeed - transfer of Offer and/or Product Data in raw form. The transfer includes the matching information which enables ShopMania to licence further Product Data in addition to information included in the Offer Data and therefore enabling to set up an optimal and unmistakable link between Offer and Product data.

Merchant Content - includes all material, information provided by the Partner to ShopMania, in whatever form, including graphics and images, text, logos and trademarks, whether owned by the Merchant or not.

Matching Information - data with which existing information can be unambiguously assigned to others, e.g. unambiguous product and offer codes

Listing - displaying of products belonging to the same online shop and managed from the same user account, on the ShopMania website, in applications, add-ons, widgets or any other means and methods of displaying and distribution of content operated by ShopMania or by its affiliates, based on the matching between the data provided in the datafeed file and the ShopMania system.

Click-out / Redirect - click of an End User on an offer which leads him directly from the ShopMania Website via a link to the Partner’s website.

CPC - amount of money an advertiser pays search engines, price comparison sites and other Internet publishers for a click on its advertisement that brings one visit to its website.

Categories with CPC-only Listing - product categories that allow the listing of products in CPC mode only.

Premium listing - specific listing for shops that purchase a Service package, which allows them to pay for their traffic in CPC mode.

CPC Bid (hereinafter known as bid) - cost that a shop is willing to pay when a user clicks on one of its products.

Active Bid - CPC bid that becomes effective and determines the withdrawal of the corresponding amount from the Partner’s account on ShopMania. In order for a bid to be active, the value of the bid must be greater than or equal to the minimum bid set by ShopMania for each specific product category.

Partner Interface - is the section of the web site reserved for registering, managing and bidding for listings, which can be accessed at a specific URL which is determined by ShopMania.

ShopMania Code - text and/or image sequence placed on the Partner’s online shop, containing a link to the shop’s page on ShopMania.

URL (Uniform Resource Locator) - specific character string that constitutes a reference to an Internet resource and indicates the address of documents, websites, pages etc. on the World Wide Web.

IP - Internet protocol, the method by which information is sent between any two computers on the Internet.

ShopMania algorithm (hereinafter known as algorithm or customer algorithm) - complex method or computation routine used on ShopMania for grouping products or for determining the display mode of the Partners’ offers, in different sections of the ShopMania website.

ShopMania system - entirety of elements, sections, functionality, algorithms and content included in the ShopMania website.

Proprietary Technology - means the computer programs and software of ShopMania as well as all services, methods, procedures, data, information, designs, trademarks and other proprietary rights which belong to ShopMania or in which ShopMania holds rights.

Registration - request placed by an online shop for listing its products on ShopMania, by creating an account on ShopMania.

Shop rank - score given to Partners’ shops within the ShopMania system that can vary in time and that is automatically calculated based on a series of evaluation criteria, including, but not limited to: valid contact details visibly placed on the Partner’s online shop (address, phone number, email address, company information), the online shop’s functionality and performance in different browsers, response time needed to answer client requests, number of complaints and positive reviews from clients, the popularity among the ShopMania visitors.

Widget - application, or component of a software interface, that enables a user to perform a function or access a service.

Affiliate - website that sends visitors to ShopMania or directly to the Partners’ shops.

End User - refers to the internet user.

Territory - the whole world.

2. Information about the Terms of Use

2.1 The following "Terms of Use" are the rules and conditions under which the ShopMania website (the "Website") and Services (the "Services") are being provided to you.

2.2 By accessing the Website (browsing, registering) or using the Services, you accept and agree to be bound by these Terms of Use, so please review them periodically. If you do not accept these Terms of Use, you must immediately cease using the Website and/or Services.

3. Changes to the Terms of Use

3.1 We are constantly making improvements to the Website and to the Services that we provide, therefore we reserve the right to make necessary changes to these Terms of Use at any time, without prior notice to the individuals accessing the Website or using the Services (that will be further referred to as "you" or "the Users").
All changes referring to fees and pricing will take effect 7 days after they have been made public in the relevant area of the website. All other changes become effective the very day of publication on the Website. By accessing or using the Website and Services, you accept and agree to all such changes. If you do not agree to all such changes, you must immediately cease using the Website and/or Services.

4. Service description

4.1 ShopMania provides the Partner with a series of tools and functionality aimed at promoting the Partner’s products on the ShopMania Website, as follows:

4.2 The listing of Partner’s offer in the ShopMania catalog, according to the provisions below:

  1. Free listing of Partner’s offer in the ShopMania product catalog, exclusively in those categories, if at all available, that allow free listing, as indicated at https://partner.shopmania.it/pricing.
  2. ShopMania reserves the right to modify at any time the list of categories that allow free listing, without prior notice. The modifications may include, temporarily or permanently, the complete exclusion of free listing for some categories. Partner can access and consult the page https://partner.shopmania.it/pricing at any time, from within the user account.

    ShopMania reserves the right to approve the registration of Partner in CPC mode only for all categories in the ShopMania catalog, even if certain categories have allowed or currently allow free listing.

  3. CPC listings allow Partner to directly control the positioning of the products in the listings, by changing the value of the CPC bid for the categories where the products are listed or for individual products. After the purchase of a Service package, the corresponding amount of credits will be added to the Partner’s account on ShopMania. The value of each click-out will be debited from the available credits in the Partner’s account. The amount to be debited for each click-out is calculated based on the CPC bid set by Partner and, simultaneously, on the bids of other Premium partners, according to a specific ShopMania algorithm (the debited amount will also depend on the value of the next lower bid).
  4. For categories that include Merchant Products, the products of the Premium Partner may be displayed above the products of other ShopMania Partners, within the category listing. The positioning of the products of the Premium Partner is determined by the relevance of the products for the page where they are displayed and by the CPC bid set by the Premium Partner for that product category or for individual products, as follows: if the bid of the Premium Partner is greater than the bid of another Partner, then the products of the Premium Partner will be displayed prevailingly before the products of the Partner with a lower bid, within the same product category. For each click registered in a listing page on a Merchant Product of the Premium Partner, the End User will be redirected to the corresponding product page on the Premium Partner’s website.
  5. The positioning of the Comparable Products of the Premium Partner in the product’s page on ShopMania is determined by the CPC bid set by the Premium Partner for the corresponding product category or for individual products, as follows: the Premium Partner’s offer may be listed before the offer of another Partner, even if the Premium Partner’s price for that product is higher, as long as the Premium Partner’s bid is greater than the bid of the Partner offering the product at a lower price.
  6. As consequence of the activation, deactivation of a listing or campaign, as consequence of the activation, deactivation or modification of the CPC bids or as consequence of the direct or indirect influence performed by changes or optimizations of the ShopMania algorithms, the modification of the positioning in listings for some products, prevailingly Merchant Products, will be reflected on the ShopMania website within at most 24 hours (usually within 1-3 hours). ShopMania will debit from the Premium Partner’s account the value of the click-outs, based on the CPC bids that apply to the positions on which the products are displayed at the moment of the click-out.
  7. If a Partner’s listing is suspended and afterwards reactivated, based on a new purchase of a Service package, the products of the Partner may take at most 24 hours to be displayed on the ShopMania website again. The 24 hours timeframe is calculated starting with the moment when the Premium Partner correctly sets the necessary CPC bids.
  8. ShopMania reserves the right to approve the listing of Partner’s products on more than one ShopMania portal in CPC mode only.

4.3 Listing of the products of the Premium Partner in the categories that only allow CPC listings, as long as the Partner has active bids set for these categories.

4.4 ShopMania provides Partner with additional marketing functionality, including, but not limited to, widget for creating a Facebook store, widgets for product listings based on provided datafeeds.

4.5 Partner represents, covenants, and warrants that Partner will use the Services only in compliance with this Agreement, with the privacy policies available at https://partner.shopmania.it/cp.privacy and with the applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, defamation, etc.). Customer hereby agrees to indemnify and hold harmless ShopMania against any damages, losses, liabilities, settlements, fines and expenses (including without limitation of costs incurred and reasonable attorneys fees) in connection with any claim or action that arises from an alleged violation of the foregoing or other rules of public order. Although ShopMania has no obligation to monitor the content provided by Partner or Partner's use of the Services, ShopMania may choose to do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing and other rules of public order.

4.6 The present Agreement replaces all understandings or prior agreements, all statements or other communications over/concerning the Services between Customer and ShopMania, regardless if oral or in any written form. The present Agreement does not invalidate your prior obligations to pay any outstanding charges owed to ShopMania for previously provided Services.

5. Term of Agreement

5.1 This agreement shall become effective as of the date of your acceptance by "agreeing" or "accepting" any of its counterparts ("Effective Date") and shall continue to be in force unless and until terminated in accordance with the provisions of this Agreement.

5.2 Each Order Form shall commence its effects when ShopMania receives your payment corresponding to the Services ordered, and shall continue to remain in force until: (a) the relevant Order Form is terminated in accordance with the provisions of this Agreement or of the Order Form; or (b) this Agreement and all of the Order Forms are terminated in accordance with the provisions of this Agreement.

5.3 If you do not place a new order for Services after the termination of the current order form according to its provisions, ShopMania will downgrade/restrict your access to the Services and your product listing may become unavailable to End Users. You will still have access to your User account and you will be able to place a new order for Services.

5.4 This Agreement is valid for undetermined time. The Agreement expires when you cease using the Services, by cancelling your account or if ShopMania suspends your access to the Services, as a consequence of violating any clause of this Agreement.

5.5 The Services for which you are charged, may stop being provided to you by ShopMania, as soon as the Service package that you have purchased expires, according to the corresponding Order form.

6. Payment

6.1 Partner agrees to pay in advance to ShopMania all charges applicable to the Service package that have been selected through the Order Form, as available at https://partner.shopmania.it/plan_select and in effect at the time when of placing the order including, if any, all applicable taxes. The charges for the Services may be changed by ShopMania from time to time, without prior notice.

6.2 Partner’s payment to ShopMania should be considered to be validly made when ShopMania receives it and only after you will receive access to the Services ordered.

6.3 In case of failure to pay applicable fees and/or charges at due dates, ShopMania may limit, temporary or permanently suspend or terminate your account, listing and access to Services.

6.4 ShopMania will issue an invoice within 5 working days after payment is received. Partner can download the invoice from his user account.

7. Datafeed and listing of products

7.1 Partner must permanently update the information contained in the datafeed, including, but not limited to, product prices.

7.2 Partner must include in the datafeed only offers that are currently displayed on the Partner’s website and that are currently available for purchase. The product prices included in the datafeed must correspond to the prices displayed within the Partner’s shop and must not include any discounts or special offers or promotions that only apply to specific client groups.

7.3 The datafeed provided by Partner must comply with ShopMania’s specifications regarding datafeed form and content. ShopMania reserves the right to decline datafeeds that do not comply with the ShopMania datafeed specifications.

7.4 ShopMania reserves the right not to list Partner’s products, if these cannot be matched to the current ShopMania categories system or if is alleged that these products can affect the functionality of the ShopMania algorithms.

7.5 ShopMania has no obligation to bring changes to its categories system at Partner’s request.

7.6 Partner acknowledges that Partner is responsible for all Merchant Content provided in datafeed.

7.7 By submitting a datafeed to ShopMania, Partner agrees and warrants that:

  1. Partner is owner of the materials provided within the Merchant Content, or that Partner has the consent or permission to use these materials in any way, including its reproduction and distribution on the ShopMania Website or other channels;
  2. Partner has the consent or permission of every person that can be visually or auditory identified in the Merchant Content submitted to ShopMania, to use, reproduce and distribute their images and/or voice on the ShopMania Website or other channels, according to the provisions of this Agreement.

7.8 With regards to the Merchant Content and Datafeed submitted to ShopMania, Partner agrees to the following provisions, otherwise ShopMania reserves the right to decline or suspend the listing of the Partner’s products, until all irregularities are remedied by Partner:

  1. Partner must not submit Merchant Content that that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, unless you have the owners’ consent to perform such an action;
  2. Partner must not provide any Merchant Content that might harm ShopMania or other third parties;
  3. Partner must not provide any Merchant Content that is false, inaccurate, illegal, harmful, abusive, harassing, vulgar, privacy invasive or that offends or intimidates individuals or groups of individuals with regard to gender, age, race, ethnicity, religion, sexual orientation or disabilities;
  4. Partner must not provide any Merchant Content promoting illegal activities;
  5. Partner must not use the identity of another real person in Partner’s interactions with the Website or Services.

7.9. According to the type of products offered by the Partner that submits a registration request on ShopMania, the listing of the Partner’s products may be completely free of charge or may require the purchase of a Service package. ShopMania does not warrant the listing of the products within a certain category, unless the Partner is registered and approved, meets the listing requirements described in this Agreement, has enough credits in the ShopMania account and has active bids set for the respective category or for the respective products.

7.10 If a Partner is considered eligible for free listing, Partner will only be allowed to have at most 2.000 products listed on the ShopMania website. If the Partner’s datafeed includes more than 2.000 products, the items to be listed will be randomly chosen. In order to avoid the random listing of products, Partner must limit the number of products contained in the datafeed.

7.11 ShopMania will list Partner’s products on the ShopMania website within 5 working days from confirmation that the datafeed submitted by Partner meets the ShopMania requirements.

7.12 Partner must choose one of the traffic monitoring options available in the User account and must make sure that all necessary conditions have been met, so that the traffic monitoring through the selected methods is functioning correctly. ShopMania has no responsibility for data inaccuracy regarding the traffic received by Partner.

7.13 Partner must clearly state in a highly visible and directly accessible area on the pages of his website, if the prices displayed do not include all applicable taxes.

7.14 Partner must declare the applicable shipping costs for each of the products, by including the shipping costs in the datafeed file or by setting them up in Merchant Interface on ShopMania. The shipping costs declared by the Partner must be equal to the ones displayed on the Partner's website.

8. Access to Website and Services

8.1 ShopMania reserves the right to decline the registration request and to suspend at any time the listing of a Partner, if the following terms are not met:

  1. The Partner that submits a request for registering and listing products on ShopMania must use the same language on the Partner’s website as the ShopMania portal, where the request is submitted. The Partner must be able to deliver products in the country addressed by the respective ShopMania portal.
  2. The Partner's website must contain complete contact information, including but not limited to: company name, valid phone number, valid email address, company registration number, address of headquarters or order fulfillment center and all other information required by applicable law.
  3. Partner’s website must contain, in perfectly functional state, all necessary functionality that can classify the website as an online shop: product catalog, user account creation and login with unique username and password, virtual shopping cart, option to delete products from shopping cart, confirmation of order, shipping of order etc.
  4. Partner’s website must use a domain or subdomain, owned or rented. If requested, Partner must be able to prove that the domain or subdomain is being legally rented.
  5. Partner must not own another account and/or listing in the ShopMania system.
  6. Partner is allowed to list products on 2 or more ShopMania portals only in CPC mode.
  7. The request for registering on ShopMania must only be submitted by authorized persons, consisting of: employees of the company that owns or operates the online shop, third parties contracted by Partner.
  8. ShopMania will suspend Partner’s access to the ShopMania account, if it is alleged that the registration and/or the management of the ShopMania account have been performed by unauthorized persons.
  9. It is recommended that the Partner also declares the availability of the products submitted to ShopMania, by including this information in the datafeed file or by setting them up in the Merchant Interface on ShopMania. The product availability information provided by the Merchant must entirely match the information displayed on the Merchant's website.
  10. Partner can include at most 2.000 products in the datafeed, with the exception of Premium partners. Premium partners can include up to 50.000 products in the datafeed.
  11. Partner must add the ShopMania code on Partner’s website within 3 days from ShopMania’s notification, unless Partner is Premium.
  12. Partner must display the ShopMania code throughout the entire listing period, unless Partner is Premium.
  13. If Partner is no longer Premium, Partner must display the ShopMania code on Partner’s website.
  14. Partner must resolve all problems brought to Partner’s attention by ShopMania with regards to the datafeed, withing 5 days from notification date.
  15. Partner must remedy all functionality problems brought to Partner’s attention by ShopMania with regards to the Partner’s website, within 15 days from notification date.
  16. Partner must not use subdomains or domains that infringe any patent, trademark, trade secret, copyright or other proprietary rights of any party, unless Partner has the owners’ consent to perform such an action. Partner must not use subdomains or domains names that are false, inaccurate, illegal, harmful, abusive, harassing, vulgar, privacy invasive or that offends or intimidates individuals or groups of individuals with regard to gender, age, race, ethnicity, religion, sexual orientation or disabilities. Partner acknowledges that Partner is responsible for all such actions.
  17. Registration and product listing on ShopMania are allowed only for registered companies and if Partner’s website is owned and operated by a registered company. The Services are not intended for use by individuals.
  18. ShopMania reserves the right to decline the registration request of an online shop on the ShopMania website, if the web domain in use by the online shop has been registered for less than 6 months.
  19. ShopMania reserves the right to decline the registration request of an online shop on the ShopMania website, if the web interface of the online shop does not follow the standards and best practice guidelines regarding the quality of design, usability or any other factors that affect the experience of the visitors on the online shop in question.
  20. The registration of an online shop may only be performed by the shop's authorized staff or, with the shop's consent, by an authorized party.

8.2 If Partner fails to comply with the terms specified within article 8.1, ShopMania can temporarily suspend the account/accounts of Partner on shopMania and/or the listing of any of the Partner’s listings at any time and without prior notice.

8.3 The definitive cancellation of the Partner’s account on ShopMania leads to the termination of this Agreement. Partner is not entitled to any refunds and is not entitled to solicit claims and/or damages.

8.4 ShopMania may, at its exclusive discretion, suspend partially or entirely the Services further to a claim received from a third party by ShopMania in respect of (i) the Merchant Content, or (ii) the products or services offered or sold or offered for sale by partner. Partner expressly agrees that such suspension shall not give right to any indemnification from ShopMania, even if the third party's claim is groundless.

8.5 ShopMania reserves the right to suspend access to any Partner account at any time, in case of suspicions regarding the authenticity and accuracy of the information transmitted via the Website or Services.

8.6 ShopMania reserves the right to suspend access to any Partner account at any time, as a result of negative reviews or complaints received by ShopMania from a third party in respect of the Merchant's business practices.

8.7 The prices displayed on the Partner's website must be expressed in EUR or the Partner's website must include the option for automatically converting the prices to EUR.

8.8 It is recommended that the prices contained in the Partner's datafeed file are expressed in EUR, in order to avoid possible inaccuracies caused by the automatic conversion to EUR.

8.9 The Partner must clearly state in a highly visible and directly accessible area on the pages of his website, if the prices displayed do not include all applicable taxes.

8.10 ShopMania reserves the right to suspend the Partner's access to the Services, in case of suspicions that include but are not limited to the prices offered by the Merchant, the authenticity and validity of the product information etc.

8.11 Links to other websites or resources may be provided by ShopMania or by third parties. As control over such sites and resources cannot be performed, by using the Website and Services you acknowledge and agree that we are not responsible for the availability of such external sites or resources, that we do not endorse and that we are not responsible or liable for any content, advertising, products, product information or any other materials that are made available on or through these websites. Furthermore, you acknowledge and agree that any damage or loss caused, or allegedly caused, by the use of such external resources will not be accounted to ShopMania or any of its third parties.

8.12 You agree that you will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access your account with ShopMania or to monitor or copy ShopMania Website or the content contained therein except those automated means expressly made available by ShopMania, if any, or authorized in advance and in writing by ShopMania (for example, ShopMania approved third party tools and services). You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the ShopMania Website. Without limitation to the foregoing, you further agree that you will not take any action that imposes an unreasonable or disproportionately large load on ShopMania's infrastructure (as determined by ShopMania in its sole discretion).

8.13 Notices (including notice of changes to or termination of this Agreement by ShopMania) may be given by email from ShopMania or posted in the appropriate section of the ShopMania Website. It is your responsibility to ensure that your e-mail address and any other contact information you provide to ShopMania is updated and correct.

9. Policies regarding ShopMania Widgets

9.1 Partners creating and making available to the public a ShopMania widget, are required to adhere to the following policies. If Partner fails to comply with these policies, ShopMania reserves the right to suspend the Partner’s ShopMania account and/or disable Partner’s widgets at any time.

9.2 Because ShopMania may change its policies at any time, Partner must check this page periodically for updates. It is Partner’s responsibility to keep up to date with, and adhere to, the policies posted here.

9.3 Partner may not place the ShopMania widgets on pages that display content that violates the following content guidelines.

9.4 The sites where the ShopMania widgets are made available to the public may not include or link to:

  1. Pornography, adult or mature content
  2. Violent content
  3. Content related to racial intolerance or advocacy against any individual, group or organisation
  4. Excessive profanity
  5. Hacking/cracking content
  6. Gambling or casino-related content
  7. Illicit drugs and drug paraphernalia content
  8. Sales of beer or hard alcohol
  9. Sales of tobacco or tobacco-related products
  10. Sales of prescription drugs
  11. Sales of weapons or ammunition (e.g. firearms, firearm components, fighting knives, stun guns)
  12. Sales of products that are replicas or imitations of designer or other goods
  13. Sales or distribution of coursework or student essays
  14. Content regarding programs which compensate users for clicking ads or offers, performing searches, surfing websites or reading emails
  15. Any other content that is illegal, promotes illegal activity or infringes on the legal rights of others
  16. Illegal downloads, torrents, torrent search engines

9.5 The sites where the ShopMania Widgets, are made available to the public must adhere to the commonly accepted and respected web quality guidelines, including but not limited to:

  1. The sites must not use cloaking or sneaky redirects;
  2. The sites must not include pages with malicious behavior, such as phishing or installing viruses, trojans, or other badware;
  3. The sites may not change user preferences, redirect users to unwanted websites, initiate downloads, include malware or contain pop-ups or pop-unders that interfere with site navigation.

10. User comments

10.1 ShopMania only approves and displays on the Website user comments that do not contain licentious text, that are not repeatedly posted by the same users and that comply with a series of norms regarding form and content, as specified on the ShopMania website.

10.2 If ShopMania receives requests regarding the withdrawal of negative comments from the Website, ShopMania will verify the request by contacting all involved parties.

11. ShopMania’s obligations

11.1 ShopMania will display the Merchant Content included in Partner’s datafeed on the ShopMania website, as long as Partner complies with all terms and conditions of this Agreement. The matching of information between Partner’s datafeed and ShopMania’s category system will be performed based on the options available in the ShopMania system. Partner’s requests regarding the addition of new options to the category system will be analyzed by ShopMania. However, ShopMania has no obligation to add new options to the category system.

11.2 ShopMania provides Partner with an interface for managing Partner’s datafeed, for controlling bids and other data, as well as for viewing click-out statistics and impression statistics for Partner’s products.

11.3 ShopMania shall create all technical conditions so that a good protection against fraud and for limiting the number of click-outs from the same IP address is made possible, but not guaranteed.

11.4 ShopMania shall make all reasonable efforts to provide the Service continuously, with a minimum of interruptions, except for the scheduled maintenance tasks and for the breakdowns that occur outside the sphere of influence of the contractual Parties (force majeure, fault of a third Party, failure of communication networks and gateways of other operators or breakdowns that lie within the sphere of risk of other network providers, etc.).

12. Partner's obligations

12.1 Partner grants ShopMania complete access to all data, information and documents necessary for meeting the obligations specified in this Agreement.

12.2 If ShopMania notifies Partner with regards to inaccuracies present in Partner’s datafeed, Partner must take all measures for correcting the inaccuracies within 5 working days from notification date. Otherwise, ShopMania reserves the right to suspend Partner’s listing and Partner is not entitled to solicit any refunds, claims or damages.

12.3 If Partner fails to pay applicable fees or charges when due, ShopMania may limit, temporary or permanently suspend or terminate your account and access to Services.

12.4 Partner must eliminate the ShopMania Code from Partner’s website as soon as the present Agreement is terminated or Partner’s listing is suspended. The failure to comply with these terms will be considered unauthorized use of trademarks.

12.5 For the purpose of the promotion of ShopMania and their use of the Merchant Content, Partner hereby licenses to ShopMania and its Affiliates the non-exclusive, perpetual, irrevocable, royalty-free right and license, in the Territory, to (i) organize, reproduce, display and otherwise use Merchant Content as well as adapted and translated versions of the Merchant Content (alone or in combination with other Links and works) whether via the internet, via wired or wireless communication networks, simultaneously or successively and in locations and at times of its choice and to transfer such content, particularly on the Internet, on demand, via email, text message and other channels or media, as well as to duplicate the content for the abovementioned purposes; (ii) reproduce, transmit, publicly display and/or distribute Merchant Content as well as adapted and translated versions of Merchant Content, via any medium; (iii) develop and operate Links that permit End Users to access the Merchant Website; (iv) use, reproduce, organize and publicly display Merchant's trademarks, logos, slogans, trade names and service marks in connection therewith; (v) to edit, adapt, abbreviate or translate in any languages the Merchant Content, to add new or altered content or works and to grant access to this edited content to third parties; (vi) to catalogue and archive the Merchant Content wholly or partly in any technical form whatsoever and to transfer it into electronic databases and/or data networks and to grant third parties access to these databases; (vii) to exploit advertising in online and offline media, in particular to grant access to the Merchant Content to third parties and to combine the Merchant Content with the content of third parties and to incorporate it in print advertisements, brochures, advertisement films and advertising banners distributed by ShopMania or any authorized third party; and (viii) if the Merchant authorizes ShopMania, to automatically produce product lists or, if the Merchant Content contains image URLs, the right to exploit the Merchant Website with web crawlers.
ShopMania shall be entitled to assign or sub-license all the above mentioned rights, as necessary, to carry out the Services, to promote the ShopMania Website and to facilitate the activities of ShopMania.
Nothing in this Agreement shall limit ShopMania's right to use data and information (including Merchant Content) that is in the public domain.

13. Refunds

13.1 All fees payable hereunder are non-refundable unless otherwise mentioned in this document. ShopMania may provide a refund within the first 15 days after the User's first purchase. This guarantee only applies to first time Service orders on ShopMania. The amount to be refunded by ShopMania to Partner is the amount paid by Partner, without any discounts or bonuses, from which the value of the click-outs will be subtracted.

If Partner solicits the refund of the value of the credits available in Partner’s ShopMania account, within 90 days from payment receival by ShopMania, ShopMania may refund the amount paid by Partner, without any discounts or bonuses, from which the value of the click-outs will be subtracted. ShopMania may also apply an operational charge of at most 30% (thirty percent).

ShopMania reserves the right to charge a monthly maintenance fee in value of 10 EUR, which will be subtracted from the credits available in the ShopMania account of the Premium Partner if within a timeframe of 6 consecutive months the Premium Partner no longer has any products listed or does not receive any click in CPC mode or does not purchase a Service package consisting of a certain amount of credits that are added to the Partner’s account on ShopMania.

13.2 If the Agreement is terminated as a consequence of the Partner’s failure to comply with the terms and conditions of the Agreement, Partner is not entitled to solicit full or partial refunds, claims or damages.

14. Service availability

14.1 ShopMania reserves the right to change the structure and interface of any page of the ShopMania Website at any given time and without prior notice and to suspend access to the Services temporarily or permanently, partially or in whole. ShopMania will fulfill its obligations to Partner until the expiration date of the Service plans paid by Partner in advance.

15. Warranty Disclaimer

15.1 Partner uses the Services at its own risk. Unless expressly provided in this Agreement or as required by applicable law, ShopMania does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. The Services are provided "as they are" and ShopMania disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and suitability for a particular purpose and noninfringement.

15.2 ShopMania specifically disclaims any warranty regarding the rank, location and prominence of Merchant Content anywhere on the ShopMania Website. ShopMania reserves the right to determine whether and where the Merchant Content will be displayed in response to any given search, and ShopMania does not guarantee any specific placement on the ShopMania Website. ShopMania reserves the right to remove Merchant Content at any time, on reasonable grounds, for any breach of this Agreement or infringement of any third party rights.

16. Legal obligations and limits of Liability

16.1 Any matter in relation to or arising from the use of the Website, including any breach or alleged/suspicioned breach of these Terms of Service, or your violation of any law or of the rights of any third party that can lead to a third party soliciting claims and/or damages to us and our partners and employees, will be fully undertook, covered and compensated by you.

16.2 Any liability for damage to Customer’s computer system or loss of any data resulting from the use of the Website shall not be under ShopMania’s responsibility. No matter of circumstances ShopMania does not guarantee the integrity of the files that you may download or that they are free of viruses, contamination or other types of threats.

16.3 In no event ShopMania should not and cannot be held liable whether in contract, tort (including negligence, strict liability or otherwise), for any indirect, punitive, special, exemplary, incidental or consequential damages (including, but not limited to, lost savings, lost profit, lost goodwill, lost or corrupted data or business interruption), even if notified in advance of such possibility.

16.4 ShopMania should not and cannot be held liable for the loss of data that results from your direct or indirect actions.

16.5 ShopMania shall not be liable for the contents provided by you. In this case, to the extent that ShopMania should have claims from clients or third parties, ShopMania immediately transfers liability for these claims to Partner; Partner agrees to immediately accept and give effects to the transfer of liability.

16.6 ShopMania does not make any representations regarding the use or the results derived from the ShopMania Website. ShopMania does not warrant or guarantee that any End Users will purchase the products or services from the Merchant.

17. Indemnification

17.1 You agree to defend, indemnify and hold harmless ShopMania and its officers, directors, owners, agents, employees, advisers and consultants, from and against any claims, actions, demands, liability, damages (including legal and professional fees) asserted by any third party and arising from your use of the Services, your conduct, content, communications, alleged infringement of third party intellectual property or privacy rights, or violation of this Agreement.

18. Limitation of Remedies

18.1 You agree that if ShopMania breaches this Agreement, your sole and exclusive remedy will be to terminate this Agreement and your relationship with ShopMania. This applies regardless of whether the remedy fails in fulfilling its essential purpose.

19. Other Provisions

19.1 Both Parties undertake to treat with strict confidence all data, information and documents that they become aware of on the basis of their cooperation and which are liable to secrecy. Passing such information or its use to third parties, requires the prior consent of the other party to the Agreement. The contractual parties shall also impose the obligations to secrecy which they have undertaken on all of those who are entrusted by the parties with information or services arising from this Agreement. This prohibition shall not apply for announcements made solely for internal distribution or notification to parties obliged by law or contract to maintain silence on such matters. The exceptions to the provisions of this Item include: mentioning the contractual parties and giving general descriptions of the subject-matter of the Agreement in press releases, offers or other marketing documents that belong to the parties to the Agreement. Irrespective of a termination of this Agreement, for whatever reason, the obligations in accordance with this Item shall contain to exist for the duration of 12 (twelve) months even after the termination of the Agreement.

19.2 ShopMania may assign third Parties to provide the Services owed.

19.3 No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind ShopMania in any respect whatsoever.

19.4 Should individual provisions of this Agreement be wholly or partially invalid, this shall not affect the validity of the rest of the Agreement. The parties undertake to replace invalid provisions with valid ones, such that the economic objective pursued by this Agreement shall be achieved as complete as possible. This applies accordingly should there be an unwanted loophole in the provisions or provisions which are impracticable.

19.5 All legal relationships arising from this contractual relationship shall be subject to the Romanian applicable laws.

19.6 The sole place of jurisdiction for all disputes arising in connection with this Contract shall be the corresponding head office of ShopMania or, should ShopMania so decide, your place of business.

19.7 This Agreement has been executed in the English language which shall be the binding and controlling language for all matters relating to the meaning and interpretation of this Agreement.

20. Trademark information

20.1 "ShopMania" and the ShopMania logo are trademarks of SC ShopMania Net SRL. You agree not to display or use, in any manner, the ShopMania trademark or any related content without prior permission from SC ShopMania Net SRL.

21. Proprietary rights

Partner understands and agrees that ShopMania is the exclusive owner of the Proprietary Technology, including, without limitation, any and all trademarks, intellectual property or proprietary rights therein. ShopMania does not grant to Merchant any right or license in the Proprietary Technology. Partner acknowledges that ShopMania is and shall be the sole owner of all right, title and interest in and to any and all information, data, compilations and processes resulting from ShopMania's operation of the ShopMania Website. ShopMania does not grant Partner any right, or any license, express or implied, in the Proprietary Technology and does not grant Partner the right to use the Proprietary Technology without its written consent.

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