Terms of use

Issue date: March 27, 2008

The following describes the terms applicable to the use of the fullout.it website (the “Site”). Your use of the Site forms a legally binding contract with Full Out snc di Luca Franzoi & C. (“Full Out” or “us”) based on these Terms of Use. If you have registered as a Solver or as a Company, you will be bound to these Terms of Use as well as additional terms in any applicable Agreement or Challenge Agreement.

PLEASE READ THE FOLLOWING CAREFULLY.
If you do not accept the Terms of Use as stated here, do not use fullout.it and its services. Full Out may revise these Terms of Use at any time by posting an updated version to this Web page.
You can act as a “Company” (when you post a Request) or as a “Problem Solver” (when you post a Proposal).
The word “User(s)” include both roles: Company and Problem Solver.
If you are representing a company, a partnership, or a collaboration of individuals, then “you”, “your”, “Company”, “Problem Solver” and “User” refers to you individually, as well as all others gaining access to the Service through you, and also refers to your company, partnership or collaboration as a whole.

1. THE SITE
This Site provides a service (“Service(s)”) to facilitate the creation of contact between
  • The need of companies, other entities or individuals (“Company”) to find solutions to their requests, and
  • The capacity, knowledge and skills of individuals, advisors, University, research centres, companies or others entities to provide the solution sought for ( “Problem Solver”).
    Such detailed criteria are located in password-protected areas of the Site (“WorkSpace”).
    By using this Site, you acknowledge that Full Out does not control in any manner the nature, quality, legality or timing of Full Out Challenges. You agree that Full Out is a neutral forum for Company and Problem Solver to search and provide Solutions.
    Full Out desires to make your use of this Site enjoyable, and will endeavour to keep postings related to the results of Proposals and Awards paid as current as possible. However, we do not guarantee that the postings or content on this Site will be current at all times. Furthermore you understand that you may create a Proposal for an Request that may have a recently accepted Best Solution, and for which the Award has already been paid, and for which we have not yet updated the Site to reflect such payment.

2. ELIGIBILITY
The Site is not available for use by minors (those under 18 years of age, or otherwise under applicable law), or individuals or organizations who cannot form legally binding contracts under applicable law or are temporarily or indefinitely suspended from our Site. If you do not qualify, please do not use the Site.
If you are an individual representing a business or other entity, you are authorized to enter into this Agreement on behalf of that business or entity.

3. REGISTRATION
To be eligible to post Requests or Proposals and access information in the WorkSpace, you must register as a User and agree to the additional terms and conditions set forth in the Challenge Agreement that may be applicable to individual Full Out Challenge.
By submitting the online Registration Application Form you agree to the terms and conditions of this Agreement. Full Out reserves the right to reject Registration Application Forms in its sole discretion, at any time and without any obligation of notice.
You may cancel your registration at any time by contacting info@fullout.it. As part of the registration process, you will be asked to select a password and a login name. You agree that your registration information at all times correctly represents your professional affiliation, experience, qualifications and ability to transact business. You may not use a login name of another User. You may not disclose or share your password to any third parties or use your password for any unauthorized purposes. You may not transfer your Full Out account (including feedback) and User ID to another party without our consent. You agree to notify Full Out at info@fullout.it of any unauthorized use of your account or breach of security, including loss, theft, or unauthorized disclosure of your password or login information. Remember, you are responsible for maintaining the confidentiality of your password(s) and to log out at the end of every session.

4. OTHER INFORMATION
Full Out does not guarantee the accuracy of the Site or ownership of any information or the availability of any Award, unless otherwise stated in any part of the Site or any other Agreement. While Full Out believes such information to be posted in good faith, Full Out does not control the information provided by others that is made available through the Site. Other user’s information may be inaccurate. You agree to look solely to the Company or Problem Solver for any claims you may have regarding their information. If you have a dispute with another User of the Services, you hereby release Full Out from all claims of any kind arising out of such dispute.

5. YOUR INFORMATION
You may have the opportunity to communicate with other Users. Any information you provide to Full Out or other User, during your registration or use of the Services, in any area of the Site (public or password protected) or any mail feature, or otherwise generated out of your use of the Services, is subject to the following:
You are solely responsible for the content of your information, postings, Requests or Proposals. Full Out acts merely as a conduit for the distribution and/or publication of that information. Full Out reserves the right to cancel any information that it deems necessary or appropriate in its sole discretion and with no obligation to communicate it to the User.
You agree that your information will be accurate and will not, to the best of your knowledge:
  • infringe any third party’s copyright, trademark, patent or other proprietary rights or rights of publicity or privacy;
  • violate any law (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
  • be false, inaccurate, misleading, libelous, unlawfully threatening, or unlawfully harassing;
  • be threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence or privacy, or which may cause annoyance or inconvenience;
  • constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability or otherwise be contrary to the law or infringe the rights of any third party, in any country in the world;
  • may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the Sites or for using it for purposes unrelated to Full Out).
    You may be asked to make legally binding warranties and representations to Full Out and the Company in relation to a Proposed Solution that you submit.

6. PRIVACY
Full Out will only use your information in accordance with its Privacy Policy as posted on the Site.

7. ADDITIONAL CONDITIONS REGARDING PROPOSED SOLUTIONS
If you submit a Proposal in response to an Request, you agree that you must report in it all intellectual property rights that you don’t own and you have utilized and/or enclosed, directly or indirectly, in the Proposal.
You are agree that are the owner of all the remaining part of the Proposal that you don’t report as own by a third parties, and that you are legally free to make the disclosure and to convey the intellectual property rights being offered to the Company. You also agree that your Proposal is subject to the additional terms and conditions in any applicable Agreement or Challenge Agreement.

8. PAYMENT OF AWARDS
Payment of Awards will be handled in accordance with the terms set forth in the Challenge Agreement. The conditions for qualifying for a particular Award shall be as set forth on the Site in connection with that particular Request and Award and may include a list of excluded solutions. The decision whether to accept a Proposal is entirely within the discretion of the Company.

9. OWNERSHIP AND LIMITED LICENSE
Full Out shall retain all ownership in the Site and all content generated by it that is displayed on the Site. Full Out grants you a nonexclusive, revocable right to use the Site provided that you do not:
  • copy, reproduce, distribute, modify, create a derivative work, reverse engineer, reverse assemble or otherwise attempt to discover any source code;
  • copy, reproduce, distribute, modify the Site (or part of it) and their contents in any manner or form except that you have the right;
  • take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
  • interfere or attempt to interfere with the proper working of the Sites or any activities conducted on the Sites;
  • use any robot, spider, scraper or other automated means to access the Sites for any purpose without our express written permission;
  • bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Sites;
  • distribute or post spam, chain letters, or pyramid schemes;
  • use material which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data);
  • distribute viruses or any other technologies that may harm Full Out, or the interests or property of Full Out users;
  • harvest or otherwise collect information about users, including email addresses, without their consent; or
  • transfer your Full Out account (including feedback) and User ID to another party without our consent.
    You agree that Full Out shall not be liable to you for any modification or discontinuance of the Site and Full Out may discontinue the Site and the Service without any notice to you.

10. COMPLIANCE WITH RULES
You agree not to take any actions which may undermine the integrity of our system or the Services, such as: leaving feedback or ratings for yourself; using the Site in violation of local, state, national or international law; uploading of files or content that contain material that violates the intellectual property rights of any third party. You are solely responsible for compliance with all applicable laws and regulations regarding your use of the Services and the transfer of the technologies or information with which you are involved, including without limitation, import/export requirements, and Full Out expressly disclaims any liability or responsibility thereto.

11. FEEDBACK
Feedback represents your permanent reputation as an Full Out User. It’s made up of comments, ratings left by other Full Out Users and some objective data (such as number of Best Proposal if you act as Problem Solver or number of Request you have closed paying a Proposal if you act as a Company etc.).
It could be you cannot remove Feedback comments you have left, so be sure to leave only fair and factual comments and ratings. You must be a registered member to leave Feedback.
You cannot utilize the Full Out Feedback Score outside www.fullout.it.
You cannot utilize into our Site any kind of feedback you have earn outside www.fullout.it.
You cannot do any action that could undermine the integrity and reliability of Full Out Feedback Score.
It could be other Users leave comments you don’t agree or you consider false or damaging you. Whether Full Out cancel or not these comments, Full Out shall not be liable to you for them. Full Out has the right to cancel any kind of feedback in its sole discretion, at any time and without any obligation of notice.
Full Out has the right to publish your Feedback Score o part of it beside your Requests and Proposals.

12. NO WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS”.
FULL OUT MAKES NO WARRANTIES , EXPRESSED OR IMPLIED, INCLUDING NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THE SERVICES.
FULL OUT CAN NOT BE RESPONSABILE FOR CANCELLATION, STORAGE OR DAMAGE OF ANY KIND OF PROPOSAL, REQUEST, MESSAGE OR OTHER CONTENT POSTED BY THE SITE.

13. LIMITATION OF LIABILITY AND DISCLAIMER
Full Out has no control over, and is not responsible for the acts or omissions of Users, or the quality or legality of the Request and Proposals. Full Out does not warrant or guarantee the accuracy or completeness of any Proposal or Request or communication between Users, nor endorse any Company or Problem Solver. Full Out does not guarantee who is the owner of Requests, Proposals or other contents in the Site.
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, REPRESENTATIVES, OR LICENSORS (COLLECTIVELY, “FULL OUT ASSOCIATES”) SHALL BE LIABLE TO SOLVER 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 ANY AWARD PAID TO YOU PURSUANT TO THIS AGREEMENT. TERMINATION OF THIS AGREEMENT WITH FULL OUT IS YOUR SOLE RIGHT AND REMEDY WITH RESPECT TO ANY DISPUTE WITH FULL OUT.

You agree that you will be responsible for, and at Full Out’s request defend Full Out from, third party claims arising out of information you provide to Full Out for publication or any breach by you of this agreement.
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.

14. HARMFUL SUBSTANCES
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.

15. OTHER CONTRACTS, CONFIDENTIALITY AND INDEMNIFICATION
You agree that you will not disclose to Full Out or its affiliates, or to any User, any information which you are under an existing contractual or other legal obligation to maintain in confidence or otherwise do not have the right to sell or license. You agree that you will not discuss any confidential information of your own, other parties, or the Company or the Problem Solver related to any Full Out Request or Proposal, unless you are specifically working within the confines of a WorkSpace through the Site. All information in WorkSpace shall be deemed “confidential information” for purposes of this Section 15.
Should your participation in the Service be found to breach legal obligations you may have with other third parties or in the event of a breach of the confidentiality obligations in this Section 15, you agree to defend, indemnify and hold harmless Full Out, its and their respective officers, directors, employees, agents, licensors, and suppliers, from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with such unauthorized and prohibited disclosure.

16. THIRD-PARY WEB SITE LINKS
The Site may contain links to Web sites operated by parties other than Full Out. Such links are provided for reference only and Full Out does not control such Web sites and is not responsible for their contents and services. Full Out’s inclusion of links to such Web sites does not imply any endorsement of the material on such Web sites or any association with their operators.

17. NO THIRD PARTY RELIANCE
You agree that you will not present to third parties any content or material in a manner that could be construed as conveying sponsorship, endorsement, option, or representation or warranty of Full Out. This agreement shall have no third party beneficiaries (other than Full Out, certain Companys and Problem Solvers in accordance with the terms of the applicable Agreement or Challenge Agreement.

18. MISCELLANEOUS
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.
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.
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 without invalidating the remainder of this Agreement and the Party shall promptly negotiate in good faith a replacement provision to carry out the intention of the invalid, illegal or unenforceable provision to the fullest extent permitted by law.

This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between Full Out and you with respect to the subject matter hereof, and you have not relied upon any promises or representations by Full Out with respect to the subject matter except as set forth herein. You shall not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law. The governing language of these Terms of Use, each Agreement or Challenge Agreement, and the Privacy Policy is English. Any translation appearing on this Website into any other language is solely for the convenience of the user.

You may contact Full Out by electronic mail or by conventional mail at:

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

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