1) PREAMBLE
1.1. The advertiser (Merchants) has, by special agreement, the availability and management of online advertising for web sites in the circuit named ErosADV (available at the URL: www.erosadv.com).

These sites contain graphic and/or text descriptions of websites promoted and hyperlinks (hereinafter referred to as "banners") to the sites advertised.

When the banner is clicked by the person who accesses the promotional site (user), the user is sent directly to the site advertised.

1.2. The advertiser owns and operates through websites at the URLs provided to ErosAdv.

1.3. The preamble constitutes an integral and substantial part of this agreement.

2) PROMOTIONAL MATERIAL
2.1. In accordance with the specific agreement, no later than 30 days after signing this contract the advertiser undertakes to insert or provide to ErosAdv the promotional material that the supplier will use to fulfill the service requested.

2.2. ErosAdv reserves the right, at their sole discretion, to approve material submitted by the customer.

2.3. In particular, at the discretion of ErosAdv, the promotional material submitted by the customer may be refused:
- if it does not meet the technical specifications provided by ErosAdv,
- if it is in any way disputed by ErosAdv, - if it contains false, incorrect or confusing information,
- if the content is against applicable Italian and European laws in force,
- if it is offensive, damaging or discriminatory.

2.4. ErosAdv shall provide timely notice to the advertiser if the material is refused.

2.5. If approved, ErosAdv still reserves the right to remove the material if any causes provided under point 3.3 are subsequently found.

2.6. Placing the ad on pages of sites affiliated with ErosAdv does not mean final approval for the promotional material.

2.7. The advertiser has the right to rescind from this contract if ErosAdv removes or refuses to approve all or a part of the promotional material. In that case any amounts paid in advance by advertiser shall be returned. Except for the refund of any amounts paid in advance, nothing else shall be owed, under any title or for reason, by ErosAdv to the advertiser if the promotional material is removed, changed or not accepted.

2.8. The advertiser is entitled to change the promotional material periodically; any changes shall be submitted to ErosAdv for approval.

2.9 The advertiser undertakes to comply with the promotional formats and prices agreed with ErosAdv.

3) SERVICES PROVIDED
3.1. ErosAdv does not guarantee any return on the advertising carried out and can only guarantee its high professional standards.

3.2. ErosAdv undertakes to adopt all reasonable activities and tools to make the site(s) promoted as visible as possible in its network of websites.

3.3. In any case ErosAdv cannot be held liable for any downtime due to periodic maintenance, backup, accidents, and whatever circumstance or issues not under their direct control or which are normal events on the Internet.

3.4. ErosAdv will not place banners to the site(s) promoted in newsgroups, message boards, unwanted messages and other forms of spam or other similar Internet resources.

3.5. ErosAdv answers only for any liability concerning the violation of these contract obligations.

4) POSITION OF ADVERTISING
4.1. ErosAdv shall make, at their sole discretion, all decisions regarding the location of advertising on websites in the network, as well as the choice and use of software solutions, the choice and configuration of hardware, system components and operational and administrative solutions for creating and operating promotional websites.

5) PAYMENT
5.1. The advertiser shall pay to ErosAdv the amounts due as payment for the promotional activities carried out.

5.2. Payment shall be made in advance through the payment forms in the advertiser control panel. The campaigns shall be activated only after receiving the amount due from the advertiser. Unless otherwise agreed by the parties.

6) GUARANTEES
6.1. The advertiser declares and guarantees that the advertising requested is not false or incorrect, does not contain any falsehoods and/or slander and/or defamation and/or content that is damaging or injurious or discriminatory to third parties and/or content that is against the law.

6.2. The advertiser declares and guarantees to hold all rights and/or authorizations on the material submitted to ErosAdv.

7) RIGHTS
7.1. ErosAdv shall retain all rights to the web sites in its network and all other material produced, including copyrights, trademarks, logos, patents and confidential information.

7.2. ErosAdv shall not answer to third parties for violating copyrights pertaining to materials provided by the advertiser, for which the advertiser declares that they hold all rights therein or have obtained authorization from the legitimate holders of those rights. In any case, the advertiser undertakes to indemnify ErosAdv against any demands and claims from third parties, and undertakes to pay ErosAdv for any damages and/or costs incurred.

8) FORCE MAJEURE
8.1. ErosAdv shall not be held liable for any damages or malfunctions due to events that are not under their direct control or in any case due to chance events or cases of force majeure.

9) JURISDICTION
9.1. The Parties agree that for any disputes related to this agreement the court of Atlanta, GA, USA, shall have sole jurisdiction.