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Challenge agreement

This agreement (the “Agreement”) between the two parties, the first party being Full Out s.n.c. of Luca Franzoi & Co. (hereinafter referred to as “Full Out”, “we” or “our”) and the second party (hereinafter referred to as “you”, “your” or as a “Problem Solver”, “Company” or “User” as described below) together with the Terms of Use, WebSite Privacy Policy and Copyright Terms and Conditions (collectively, the “Full Out Policies”), governs your use of the HYPERLINK http://www.fullout.com website and the associated services we offer through the website (we refer to this website and these services as the “Service”). In addition, we intend to continue to change and add to the Service, and as we do so, this Agreement will apply to all of these changes as well.
If you are representing a business, an entity, an organization, a partnership, or a collaboration of individuals (“Organization”), then “you”, “your” or “Problem Solver”, “Company” and “User” refers to you individually, as well as all others that have access to the Service through you, and also refers to your Organization as a whole.

GENERAL DESCRIPTION OF THE CHALLENGE AGREEMENT

Dear User,
Full Out has been working to facilitate the creation of contact between:

1. The needs of companies, other entities or individuals (“Company”) to find solutions to their Requests, and
2. The capacity, knowledge and skills of individuals, advisors, Universities, research centres, companies or other entities ( “Problem Solver”) that are able to provide the solutions for these Requests.
   The aim is to give the Company the possibility to find an effective response to their needs and the Problem Solver the opportunity to demonstrate and make good use of their skills.
   Hereinafter the “Problem Solver” and “Company” may be indifferently also referred to as “User”.

1. KEYWORDS
This Challenge Agreement utilizes the following keywords:
“Deadline”: last day for the Problem Solver to post their solution Proposals. This is decided by the Company;
“Expiry Date”: the last day for the Company to select the Best Proposal. With the ‘Easy’ option it is calculated automatically by Full Out and is equal to 15 days after the Deadline; with the ‘Advanced’ option it is defined by the Company (up to 90 (ninety) days after the Deadline).
“Proposal”: all communication, information, messaging, description and documentation included in the “WorkSpace” by the Problem Solver. If there is direct contact between Company and Problem Solver, the Proposal will include direct communication, products, prototypes, documentation and all other material or immaterial element submitted by the Problem Solver to the Company with the aim to propose a Solution;
“Best Proposal(s)”: is the Proposal(s) posted by the Problem Solver that has been chosen as the winner by the Company as stated in article 5 – Acceptance.
“WorkSpace”: virtual space provided by Full Out where the Users can communicate with each other. Full Out reserves the right, at its sole discretion, to choose which type of tool to provide within the WorkSpace.

2. REGISTRATION
By posting a Request or a Proposal you agree to this “Challenge Agreement” (“Agreement”), “Terms of Use”, “Website Privacy Policy” and “Copyright Terms and Conditions” (collectively the “Full Out Policies”). The Agreement and Full Out Policy discipline the use of the services offered through the site www.fullout.it (the “Site”).
After submitting your Registration Form, you would act as a “Company” every time you post a Request or as a “Problem Solver” every time you post a Proposal, and Full Out will grant you a non-exclusive license to access and use the Service subject to this Agreement.

3. POST A REQUEST
As a Company you may post to the Service a request for solution (“Request”) by filling in the Request Form. In the Request Form we will draw attention to which information would be public (Title, Public Description, Deadline, Expiry Date, Easy or Advanced option, Intellectual Property Transfer, Category, Problem Solver Award and any other information as detailed in the Request Form) and which information would be visible by the Problem Solver only after the submission of this Agreement (Detailed Description and any other information as detailed in the Request Form).
Each Company is responsible for the information entered in the Request form, both that which would be public and that which would be visible to the Problem Solver after the submission of this Agreement.
If the Company selects the “Advanced” option, it will have to choose an “Expiry Day” by which it will have to select the Best Proposal, if any available.
Full Out reserves the right to reject the Request at its sole discretion, at any time and without any obligation of notice.

4. POST A PROPOSAL
As Problem Solver you may post a Proposal filling in the Proposal Form by the Deadline.
If the Proposal includes third party ownership rights, the Problem Solver is committed to report such rights and specify if and at which condition the Problem Solver may guarantee the sale and/or the concession of a licence to use such rights.
The Company will view the Proposals of the Problem Solvers in the Workspace, even though under no condition is Full Out committed to transmit all of them.
Full Out reserves the right to reject the Proposal at its sole discretion, at any time and without any obligation of notice.

5. ACCEPTANCE
Acceptance occurs once the Company has identified one or two Best Proposal(s). The Company may select up to two Proposals. The Company has absolute and exclusive power to accept a Proposal as Best Proposal. A Proposal meeting the criteria described in the Request does by no mean imply that such a Proposal will be accepted by the Company.
When the Company identifies two Best Proposals, the Problem Solvers Award will be shared in equal parts between the Problem Solvers.
The Problem Solver accepts that their name and surname (in case of a person) or their Organization name (in case of an Organization) will be published if their Proposal is selected as Best Proposal by the Company. Other additional details will be posted only after explicit consent of the Problem Solver.
If the Company does not select any Proposal as Best Proposal, the Request (including the Detailed Description but not the messages within the WorkSpace) and their Proposals with the Mandatory Evaluation will be posted on the Site (except for the Proposals of the Problem Solvers that do not give their consent). The name of the Company that has posted the Request will however not be made public (it will remain confidential).

Easy Option.
With the ‘Easy’ option the Problem Solver sends the Solution Proposal(s) within the Deadline. Based on the information received across the WorkSpace the company has a period of 15 days in which to choose the Best Proposal, if there is one.
The Best Proposal(s) will be the one(s) that has been selected as the “Best Proposal” at midnight of the Expiry date (“Acceptance”). The selection of the Best Proposal(s) is done via the “Valuation Box” within the WorkSpace (a valuation equal to 5 stars does not mean that the Proposal is the Best Proposal).
Should none of the Proposals posted meet the Company’s expectations, no consideration shall be due to either the Problem Solver or Full Out.
For each Proposal the Company is obliged to give feedback and a comment (called “Mandatory Evaluation”) via the “Evaluation Box” explaining why the Proposal is accepted/not accepted. Should the Company fail to issue such Mandatory Evaluation, the Company shall be required to pay Full Out an amount equal to the Total Reward, as defined below in Article 8 “Definition of the Total Reward, Problem Solver Award and Full Out’s Commission”.

Advanced Option.
With the “Advanced” option the Problem Solver sends the Solution Proposals within the Deadline. Based on the information received through the WorkSpace the Company has a period of 15 days to choose which Proposal(s) they wish to further investigate (“Proposal(s) to Investigate”).
The Proposal(s) to Investigate will be the one(s) that has been selected as the “Proposal to Investigate” at midnight of the 15th day from the Deadline. The selection of the Proposal(s) to Investigate is done via the “Valuation Box” within the WorkSpace (a valuation equal to 5 stars does not mean that the Proposal is a Proposal to Investigate). Should none of the Proposals posted meet the Company’s expectations, no consideration shall be due to either the Problem Solver or Full Out.
If one or more Proposals are selected as Proposal to Investigate, the Company must pay Full Out’s Commission within 15 days. Thereafter the Company will receive contact details of the selected Problem Solvers and they can directly contact the Problem Solver, meet face to face or ask for material to be sent.
The Company must select the Best Proposal by the Expiry date, if there is one.
The Best Proposal(s) will be the one that has been selected as the “Best Proposal” at midnight of the Expiry date. The selection of the Best Proposal(s) is done by the “Valuation Box” within the WorkSpace (a valuation equal to 5 stars does not mean that the Proposal is the Best Proposal).
Should none of the Proposals result satisfactory, despite further investigation or face-to-face meetings, no Problem Solver Award shall be due to the Problem Solver.
For each Proposal the Company is obliged to give feedback and a comment (called “Mandatory Evaluation”) via the “Evaluation Box” explaining why the Proposal is accepted/not accepted. Should the Company fail to issue such Mandatory Evaluation, the Company shall be required to pay Full Out an amount equal to the Total Reward, as defined below in Article 8 “Definition of the Total Reward, Problem Solver Award and Full Out’s Commission”.
Any travel arrangements and reimbursements of related expenses will be independently managed by the Users. Full Out is by no means responsible for refunding any of the parties for any type of expenses.

6. COMMUNICATION BETWEEN THE COMPANY AND THE PROBLEM SOLVERS
Any communication between the Company and the Problem Solvers shall exclusively occur through the WorkSpace until the Company pays the Total Reward (with Easy option) or Full Out’s Commission (with Advanced option). Any type of communication or disclosure aimed at facilitating a direct contact between the parties is strictly forbidden. No Request or Proposal or any other type of message delivered to the counter party shall contain any reference or details that may enable a direct exchange of communication through other channels other than WorkSpace. Disclosure of the following information is forbidden (this list is provided only as an example):
telephone number
name
last name
usernames/nicknames used in this or other Sites
Company name
address
country,: specify only the country of residence, without adding any further geographical details -such as Northern Italy, Central France or West Germany;
other disclosures which may facilitate the identification of the counter party.

Should the Company fail to abide by the provisions of this Article the Company shall be required to pay Full Out an amount equal to the Total Reward, as defined below in Article 8 “Definition of the Total Reward, Problem Solver Award and Full Out’s Commission”.
Should the Problem Solver fail to abide by the provisions of this Article, they shall be required to pay Full Out an amount equal to the Problem Solver Award, as defined below in Article 8 “Definition of the Total Reward, Problem Solver Award and Full Out’s Commission”.

7. OWNERSHIP RIGHTS

7a. Ownership Rights during the Optional Period
By “Optional Period” it is intended the period from the day on which the Problem Solver agrees to the Challenge Agreement to 30 days after Expiry Date.
By posting a Proposal the Problem Solver agrees to grant the Company the following rights during the Optional Period:
i) a non-exclusive international licence to use, copy, disclose, create derivative works and process the Proposals with the aim of reviewing, analysing and testing them throughout the Optional Period;
ii) the right to exercise an exclusive option (“Exclusive Option”) to purchase the rights of the Proposals, in accordance with Article 7b (“Intellectual Property Rights transfered in the case in which the Exclusive Option is exercised”) and at an agreed price as provided in Article 5 – “Acceptance” and Article 8 – “Definition of Total Reward, Problem Solver Award and Full Out’s Commission”.
Should the Proposal be rejected, such Option Right is forfeited and the Problem Solver maintains all their rights on the Proposals posted.
Should the Total Reward remain unpaid or the Exclusive Option Right be forfeited for any reason, there will be no obligation between the Problem Solver, Full Out and the Company in respect of the Proposal or the Request in general, except for:
the limitation in use and the communication described under Article 12 – “Confidentiality Obligation”;
the settlement of Full Out’s Commission to Full Out when the Company chooses to carry out further investigation of the Proposal after the Deadline.

7b. Intellectual Property Rights transfered in the case in which the Exclusive Option is exercised.
If the “Intellectual Property Transfer” chosen by the Company is “All Rights”:
Unless otherwise disclosed in the Proposal, upon Acceptance of the Proposal by the Company and payment of the Problem Solver Award, the Problem Solver hereby assigns and conveys to the Company all rights, title, and interests in and to the Proposal that is related to the Request, and Problem Solver retains no rights to the Proposal. In the event that the Proposal cannot be assigned and conveyed under statutory law, the Problem Solver herewith grants to the Company a worldwide, unlimited, perpetual, irrevocable, and exclusive license to use, make, have made, market, copy, modify, lease, sell, distribute, and create derivative works of the Proposal. If the Problem Solver utilizes any processes in development of the Proposal which are the subject to patent rights owned by them, the Problem Solver agrees to grant the Company a worldwide, non-exclusive, perpetual, royalty-free right and license to practice any patented processes used in the Proposal (only to use the Proposal). Furthermore, the Problem Solver agrees that they will, during the term of this Agreement and at any time thereafter, execute all papers and do all things deemed necessary by the Company to ensure that all such rights are transferred to the Company. Such cooperation and execution shall be performed without additional compensation to Problem Solver whilst any travel arrangements and reimbursements of related expenses will be independently managed by the Users.
By granting the Exclusive Option Rights the Problem Solver agrees that during the Optional Period (and thereafter, if the Option is exercised), they are prohibited from (x) using, the Proposal or (y) disclosing to or granting or assigning or transferring any rights to a third party to use the Proposal for any purpose, including the application for patents or similar intellectual property rights.

If the “Intellectual Property Transfer” chosen by the Company is “Non-Exclusive Rights”:
Unless otherwise disclosed in the Proposal, upon Acceptance of the Proposal by the Company and payment of the Problem Solver Award, the Problem Solver grants the Company a worldwide, unlimited, perpetual, irrevocable, and non exclusive license to use, make, have made, market, copy, modify, lease, sell, distribute, and create derivative works of the Proposal. If the Problem Solver utilizes any processes in development of the Proposal which are the subject of patent rights owned by them, the Problem Solver agrees to grant the Company a worldwide, non-exclusive, perpetual, royalty-free right and license to practice any patented processes used in the Proposal (only to use the Proposal). Furthermore, Problem Solver agrees that they will, during the term of this Agreement and at any time thereafter, execute all papers and do all things deemed necessary by the Company to ensure that all such rights are transferred to the Company. Such cooperation and execution shall be performed without additional compensation to the Problem Solver whilst any travel arrangements and reimbursements of related expenses will be independently managed by the Users.

8. DEFINITION OF TOTAL REWARD, PROBLEM SOLVER AWARD AND FULLOUT’S COMMISSION
By “Total Reward” it is meant the overall amount to be paid by the Company. It comprises of both the “Problem Solver Award” and “Full Out’s Commission”, and it is intended net of taxes, VAT and any other charges.
The “Problem Solver Award” represents 80% of the Total Reward, as disclosed from time to time in the description included in the Request on the public Site.
In the case where 2 Proposals are chosen, the Problem Solver Award will be divided between the Problem Solvers in equal parts.
“Full Out’s Commission” represents 20% of the Total Reward, as disclosed from time to time in the description included in the Request on the Site.

Should the Company and the Problem Solver finalise an agreement without paying Full Out, Full Out’s Commission, the Company is liable to indemnify Full Out with an amount equal to the Total Reward, whereas the Problem Solver shall indemnify Full Out with an amount equal to the Problem Solver Award.

Full Out acts exclusively as the provider of a meeting point on behalf of the Problem Solver and the Company. It is not to be held liable for the acceptance of the Proposal (which depends on the exclusive decision of the Company), the payment of the Total Reward by the Company (therefore payment of the Problem Solver Award), or in connection with any other relationship between the Company and the Problem Solver.

9. PAYMENT
With Easy option the Company pay the Total Reward to Full Out: once payment is received, Full Out undertakes to pay the Problem Solver Award to the Problem Solver and is entitled to retain Full Out’s Commission.
With the Advanced option, the Company pays 20% of the Total Reward to obtain details of the Problem Solvers selected. Once the Best Solution, if there is one, has been selected, the Company pay the remaining 80% to Full Out and this is transferred directly to the Problem Solver.

Each payment shall be carried out with a monetary value in euros.

10. EXPIRY OF THE TERMS
With the Easy option:

1. The Company selects the Deadline when they fill in the Request.
2. Within 15 days from the Deadline the Company must choose which is/are the best Proposal/s and leaves the Mandatory Evaluation to each Proposal.
3. Within 30 days from the Deadline the Company must pay the Total Reward to Full Out (if at least one “Best Solution” has been selected).
4. Within 45 days from the Deadline Full Out must pay the Problem Solver Award to the Problem Solver that has sent the “Best Proposal” (if at least one “Best Solution” has been selected).

With the Advanced option:

1. The Company selects the Deadline and Expiry Date when they fill in the Request.
2. Within 15 days from the Deadline the Company must choose which Proposal/s they want to investigate further (if any) and leaves the Mandatory Evaluation to each Proposal.
3. Within 30 days from the Deadline the Company must pay Full Out’s Commission to Full Out.
4. Once the amount has been received, Full Out supplies at its earliest (however within 45 days from the Deadline), contact details of the Problem Solver(s) that have sent the Proposals selected by the Company.
5. Within the Expiry Date the Company must select which is/are the Best Proposal/s.
6. Within 15 days from the Expiry date the Company must pay the Problem Solver Award to Full Out (if at least one “Best Solution” has been selected).
7. Within 30 days from the Expiry date Full Out must pay the Problem Solver Award to the Problem Solver ” (if at least one “Best Solution” has been selected).

11. REPRESENTATION AND WARRANTIES
You represent and warrant that:
All information provided by you regarding yourself and, if applicable, your Organization (“User Information”) is true, accurate, current, and complete and you will maintain and update the User Information to keep it true, accurate, current and complete.
If you are an individual representing an Organization, you are authorized to enter into this Agreement on behalf of that Organization.
Unless otherwise disclosed in the Proposal, Problem Solver is the owner of the Proposal; and (i) Problem Solver is not obligated under any contract, employment agreement, employment relationship or any other relationship or commitment to assign any of their rights in the Proposal to an employer, university or academic institution, governmental entity or body, or other third party; (ii) the Proposal does not infringe or violate any patent, copyright, trade secret, trademark, or other third- party intellectual property right; and Problem Solver is not aware of any threatened claim to their rights in the Proposal; and (iii) the title to the Proposal acquired by Company is and shall be delivered free from any security interest, lien, or encumbrance of any kind.
Unless otherwise disclosed in the Proposal, Problem Solver has the right to transfer all their own rights in the Proposal as required by Section 7 (“Ownership Rights”) of this Agreement.
Unless otherwise disclosed in the Proposal, Problem Solver acknowledges that, upon Acceptance of their Proposal as the Best Proposal and payment of the Problem Solver Award, the rights included in the Proposal belong to the Company as required by Section 7 (“Ownership Rights”) of this Agreement.

12. CONFIDENTIALITY
During the term of this Agreement and at all times thereafter, you shall not disclose to any third party nor use for any purpose other than for the performance of this Agreement, any Confidential Information (as defined below) without the express explicit consent of the owner of the Confidential Information. These confidentiality obligations shall not apply to Confidential Information which: (a) is in the public domain, or which was publicly known or available on the date you originally accepted this Agreement (“Effective Date”); or (b) after the Expiry Date becomes available to the public in a manner not involving a breach of any duty under this Agreement. Nothing herein shall preclude the ultimate disclosure of any information required by law. “Confidential Information” includes:
All information set forth in the password protected areas of the Site; and
During any Optional Period and after Acceptance and exercise of the Exclusive Option relating to a Request, any Proposal relating to said Request.

The same restrictions on disclosure and use of Confidential Information described in this Section 12 shall apply to the use or disclosure by Full Out and Users of any Request or Proposal during the Optional Period and, if the Proposal is not accepted, thereafter, unless the Request or Proposal can be shown by business records of Users or Full Out to (1) have been known to them previously; (2) is independently created by personnel of Users or Full Out who had no access to the Request or the Proposal; or (3) is subject to the exceptions to Confidentiality in (a) or (b) of this section 12; provided, however, notwithstanding the foregoing, nothing in this Challenge Agreement shall prevent a Company from utilizing a Solution, for which an Award has been paid, to the extent that a Solution and any rejected Proposal contain overlapping Proposal.

13. TERMINATION
Full Out may terminate the Service or deny you or any other User access to all or part of the Service without prior notice in its sole discretion. Full Out shall have no responsibility to notify any third parties of the termination of the Service or Full Out’s denial of your access to the Service, and neither shall Full Out have any responsibility for any consequences resulting from such lack of notification or access. If Full Out terminates access during an Optional Period applicable to the Proposal, and if Company accepts the Proposal, then payment of the Problem Solver Award shall be made upon Problem Solver assignment to the Company of the Rights and licenses to the Proposal as set forth herein.
You may terminate this Agreement at any time for any reason by notifying Full Out by e-mail that you are terminating your registration. Termination will be effective the day notice is received or such later date specified in the notice. If Problem Solver terminates the Agreement, they shall not be entitled to any payment from Full Out after the effective date of termination, except as follows: if this Agreement is terminated by either Party during the Optional Period applicable to the Proposal, and if the Company wishes to Accept the Proposal or exercise the Exclusive Option within the time that would have been the Optional Period had the Agreement remained in effect, then Payment of the Problem Solver Award shall be made upon their assignment of the rights and licenses to the Proposal, to the Company. Termination of this Agreement automatically terminates your license to use the Service for this Request. Except as otherwise provided in this Agreement or in the Full Out Policies, the rights and obligations of each party to the other under this Agreement shall be considered terminated upon the payment of Full Out’s Commission and Problem Solver Award or Full Out’s notification that no other rights and obligation exist.

14. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMERS
Full Out has no control over, and is not responsible for the acts or omissions of Users, or the quality or legality of Request and Proposal. Full Out does not warrant or guarantee the accuracy or completeness of any Request and Proposal, nor endorse any Company or Problem Solver.

Full Out does not guarantee or warrant that your use of the Service will be uninterrupted or error free, or that the Service will meet your requirements, or that all or any awards will be paid. In addition, no warranty is made as to the results that may be obtained from use of the Service, or as to the accuracy, reliability, or content of any product, service, or information provided through or in connection with the Service. YOU EXPRESSLY AGREE AND UNDERSTAND THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, SERVICES, OR UNINTERRUPTED ACCESS. SPECIFICALLY, FULL OUT DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, OR THE SERVICE; AND, (2) ANY WARRANTIES OF TITLE, OF NON-INFRINGEMENT, OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE.

NEITHER FULL OUT NOR ANY OF THEIR DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, SUPPLIER, REPRESENTATIVES, OR LICENSORS (COLLECTIVELY, “FULL OUT ASSOCIATES”) SHALL BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SERVICE OR INABILITY TO GAIN ACCESS TO OR USE THE SERVICE OR OUT OF ANY BREACH OF ANY WARRANTY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL FULL OUT’S LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE AMOUNT OF 1000 EUROS. TERMINATION OF THIS AGREEMENT WITH FULL OUT IS YOUR SOLE RIGHT AND REMEDY WITH RESPECT TO ANY DISPUTE WITH FULL OUT.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Service must be filed within one (1) year after such claim or cause of action accrues, or be forever barred.

15. INDEMNIFICATION
You will indemnify Full Out, its agents and employees and the Full Out Associates against and hold Full Out, its agents and employees and the Full Out Associates harmless from any and all claims, costs, damages, expenses and liabilities (including reasonable attorneys’ fees and costs of litigation or defence incurred by Full Out), arising out of or relating to: (i) any violation or breach of any term of this Agreement by you or by anyone using your username and password, or (ii) any claim for payment of any part of an award, or any other compensation or salary asserted by any of your employers, employees, agents, partners, associates or subcontractors.
In the event that the Company has paid the Award but it is in any way unable to use the Proposal or any portion thereof, Problem Solver shall promptly, at their expense:
(i) refund any Problem Solver Award paid under this Agreement within a reasonable time period and at no cost to the Company.
(ii) negotiate and provide a Proposal that respect this Agreement;
(iii) refund the Company for the additional costs (included, but not limited to, royalties);

16. DISPUTE RESOLUTION
This Agreement shall be governed in all respects by the laws of the State of Italy (without regard to conflict of law provisions) and any legal proceeding arising out of this Agreement will occur in Padua, Italy. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto.

17. GENERAL PROVISIONS
You and Full Out acknowledge and agree that any User shall be a third- party beneficiary of this Agreement, and each shall have the right to assert and enforce the provisions of this Agreement directly on its own behalf. No other third party shall be a beneficiary of this Agreement.

Nothing in this Agreement shall be construed to establish a joint venture, agency, employment, or other business relationship between you and Full Out. This Agreement and the relationship between you and Full Out shall be governed by the substantive laws of the Italy, without regard to any conflict of law provisions of any jurisdiction.

The failure of Full Out to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement shall remain in full force and effect. Any ambiguities in this Agreement shall not be strictly construed against the drafter of the language concerned, but instead shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intent of the parties at the time of contracting. The provisions of Sections 14 and 15 of this Agreement are for the benefit of Full Out Associates, and each shall have the right to assert and enforce the provisions directly on their own behalf. The provisions of Sections 11, 12, 13, 14, 15, 16 and 17 shall survive termination of this Agreement.

Full Out shall have the right to assign this Agreement and to sublicense any and all of its rights under this Agreement.

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provisions of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity.

Full Out may at any time modify the Terms of Use, the Copyright Notice or the Privacy Statement. Any such modification shall be effective ten (10) days after it is initially posted on the Service.
This Agreement, as it may be amended from time to time, in conjunction with the Full Out Policies and any writing that Full Out may request prior to any payment, is the total agreement with respect to the subject matter hereof and supersedes all other agreements and understandings between the Parties with respect to same. You may contact Full Out by electronic mail at the address specified in the “Contact” section of the Site, or by conventional mail at:

Full Out s.n.c. di Franzoi Luca & C.
via San Dono, 19 Trebaseleghe
35010 PD ITALIA
Attn: Legal Department

The governing and official language of this Agreement, the Service, and the Full Out Policies is English. All translations of this Agreement, the Service or the Full Out Policies are provided as an accommodation only.

PLEASE NOTE THAT UNDERTAKING WORK RELATED TO A REQUEST POSTED ON THE SERVICE MAY REQUIRE THE USE OR SYNTHESIS OF MATERIAL AND/OR PROCESS THAT COULD BE HARMFUL TO YOU AND ANYONE ELSE THAT IS EXPOSED TO (OR USE) THEM, AND YOU UNDERTAKE THE CREATION OF SUCH PROPOSALS AT YOUR OWN RISK. PLEASE NOTE THAT YOU MUST BE AUTHORIZED TO ACCEPT THIS AGREEMENT AND POST REQUESTS AND PROPOSALS TO FULL OUT. YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ANY AND ALL AGREEMENTS PERTAINING TO YOUR REQUEST AND PROPOSAL, INCLUDING ANY EMPLOYMENT AGREEMENTS.

BY SELECTING THE “I AGREE” BUTTON AT THE BOTTOM OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND INTEND TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN, AS WELL AS THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THE FULL OUT TERMS OF USE, PRIVACY POLICY AND COPYRIGHT NOTICES POSTED IN VARIOUS LOCATIONS ON THE FULLOUT.COM WEBSITE, JUST AS IF YOU HAD SIGNED A PAPER COPY OF THIS AGREEMENT.