SISTEMATICA TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES OFFERED BY SISTEMATICA S.P.A. (“SISTEMATICA”).

THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTP://WWW.GRUPPOSISTEMATICA.IT (THE “SITE”) AND THE SERVICES, FEATURES, CONTENT, APPLICATIONS OR WIDGETS OFFERED BY SISTEMATICA (COLLECTIVELY WITH THE SITE, THE “SERVICE”).

 

Acceptance of Terms

By registering for and/or using the Service in any manner, including but not limited to visiting or browsing the Site, you agree to all of the terms and conditions contained herein (“Terms of Use”), which also incorporate SISTEMATICA’s Privacy Policy, SISTEMATICA’s Intellectual Property Policy, all other operating rules, policies and procedures that may be published from time to time on the Site by SISTEMATICA, each of which is incorporated by reference and each of which may be updated by SISTEMATICA from time to time without notice to you in accordance with the terms set out under the “Modification of Terms of Use” section below.

In addition, some services offered through the Service may be subject to additional terms and conditions specified by SISTEMATICA from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

These Terms of Use apply to all users of the Service, including, without limitation, users who are contributors of content, information, and other materials or services on the Site, individual users of the Service.

 

Registration and Eligibility

You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you are required to register with SISTEMATICA and represent, warrant and covenant that you provide SISTEMATICA with accurate, truthful, and complete registration information (including, but not limited to your name (“User Name”), e-mail address and a password you will use to access the Service) and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your SISTEMATICA account.

You shall not:

  • provide any false personal information to SISTEMATICA (including a false User Name) or create any account for anyone other than yourself without such person’s permission;
  • use a User Name that is the name of another person with the intent to impersonate that person;
  • use a User Name or SISTEMATICA account that is subject to any rights of a person other than you without appropriate authorization; or
  • use a User Name that is a name that is otherwise offensive, vulgar or obscene or otherwise unlawful

SISTEMATICA reserves the right to refuse registration of, or cancel a User Name in its sole discretion.

You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your SISTEMATICA password.

You shall never use another user’s account without such other user’s prior express permission.

You will immediately notify SISTEMATICA in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

You represent and warrant that if you are an individual, you are of legal age to form a binding contract, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service.

SISTEMATICA may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time.

You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you and the right to access the Service is revoked where these Terms of Use or use of the Service is prohibited and, in such circumstances, you agree not to use or access the Site or Services in any way.

Rules and Conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Service.

Additionally, you shall abide by all applicable local, state, national and international laws and regulations and, if you represent a business, any advertising, marketing, privacy, or other self-regulatory code(s) applicable to your industry.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a)take any action or (b)upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, that:

  • infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
  • you know is false, misleading, untruthful or inaccurate;
  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, promotes bigotry, discrimination or violence, or is otherwise inappropriate as determined by SISTEMATICA in its sole discretion;
  • constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
  • contains software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of SISTEMATICA or any third party;
  • impersonates any person or entity, including any employee or representative of SISTEMATICA;
  • includes anyone’s identification documents or sensitive financial information; or
  • breaches the Privacy Policy, the House Rules and/or any of the other policies and rules incorporated herein.

You shall not (directly or indirectly):

  • take any action that imposes or may impose (as determined by SISTEMATICA in its sole discretion) an unreasonable or disproportionately large load on SISTEMATICA’s (or its third party providers’) infrastructure;
  • interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
  • bypass any measures SISTEMATICA may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service);
  • run any form of auto-responder or “spam” on the Service;
  • use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
  • harvest or scrape any Content from the Service;
  • modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Service or Site Content (other than your User Submissions), except as expressly authorized by SISTEMATICA;
  • decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service (including without limitation any application or widget), except to the limited extent applicable laws specifically prohibit such restriction;
  • copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
  • otherwise take any action in violation of SISTEMATICA’s guidelines and policies.

 

Third Party Sites and Services

The Service may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site.

When you access third party websites, you do so at your own risk. These other websites are not under SISTEMATICA’s control, and you acknowledge that SISTEMATICA is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources.

The inclusion of any such link does not imply endorsement by SISTEMATICA or any association with its operators.

You further acknowledge and agree that SISTEMATICA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

Termination

SISTEMATICA may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership.

If you wish to terminate your account, you may do so by following the instructions on the Site.

Any fees paid hereunder are non-refundable.

All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

 

Warranty Disclaimer

Save to the extent required by law, SISTEMATICA has no special relationship with or fiduciary duty to you.

You acknowledge that SISTEMATICA has no control over, and no duty to take any action regarding: which users gain access to the Service; what Content you access via the Service; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content.

You release SISTEMATICA from all liability relating to your connections and relationships with other users.

You understand that we do not, in any way, screen users, nor do we inquire into the backgrounds of users or attempt to verify their backgrounds or statements. We make no representations or warranties as to the conduct of users or the veracity of any information users provide.

In no event shall we be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the Services, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from communications or meetings with users or persons you may otherwise meet through the Services.

As such, you agree to take reasonable precautions and exercise the utmost personal care in all interactions with any individual you come into contact with through the Services, particularly if you decide to meet such individuals in person. For example, you should not, under any circumstances, provide your financial information (e.g., credit card or bank account numbers) to other individuals.

SISTEMATICA, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE WEBSITE, SERVICE, CONTENT AND ADD-TO LINK IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU

 

Indemnification

You shall defend, indemnify, and hold harmless SISTEMATICA, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content, violation of these Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity (save to the extent that a court of competent jurisdiction holds that such claim arose due to an act or omission of SISTEMATICA).

SISTEMATICA reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with SISTEMATICA in asserting any available defenses.

 

Limitation of Liability

ALL LIABILITY OF SISTEMATICA, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HOWSOEVER ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR USE THE SITE, SERVICE, CONTENT, USER SUBMISSIONS IS EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SISTEMATICA, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE (AND WHETHER OR NOT SISTEMATICA, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HAD PRIOR KNOWLEDGE OF THE CIRCUMSTANCES GIVING RISE TO SUCH LOSS OR DAMAGE) WITH RESPECT TO THE SITE, SERVICE, CONTENT FOR:

  • INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES;
  • LOSS OF ACTUAL OR ANTICIPATED PROFITS;
  • LOSS OF REVENUE;
  • LOSS OF GOODWILL;
  • LOSS OF DATA;
  • LOSS OF ANTICIPATED SAVINGS;
  • WASTED EXPENDITURE; OR
  • COST OF PROCUREMENT OF SUBSTITUE GOODS OR SERVICES.

NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF USE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SISTEMATICA’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

SOLELY IN RESPECT OF USERS LOCATED IN EUROPEAN ECONOMIC AREA (EEA) AND/OR AUSTRALIA, NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT OUR OR YOUR LIABILITY (AS APPLICABLE) IN RESPECT OF:

  • DEATH OR PERSONAL INJURY ARISING AS A RESULT OF OUR OR YOUR NEGLIGENCE (AS APPLICABLE);
  • FRAUD (INCLUDING FRAUDULENT MISREPRESENTATION), THEFT OR OTHER CRIMINAL ACTIVITY; OR
  • ANY BREACH OF ANY OBLIGATIONS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982.

Governing Law

A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Solely in respect of users located in the EEA and/or Australia, the following governing law provisions shall apply:

  • These Terms of Use and any disputes or claims arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of England. All disputes or claims arising out of or relating to these Terms of Use shall be subject to the exclusive jurisdiction of the English Courts to which the Parties irrevocably submit.

 

Integration and Severability

These Terms of Use are the entire agreement between you and SISTEMATICA with respect to the Service and use of the Site, Service, Content and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and SISTEMATICA with respect to the Site.

If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable.

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, SISTEMATICA must provide you with written notice of such waiver through one of its authorized representatives.

 

Modification of Terms of Use

SISTEMATICA reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Service or via email.

SISTEMATICA may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

It is your responsibility to check these Terms of Use periodically for changes.

Your continued use of the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

 

Miscellaneous

SISTEMATICA shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond SISTEMATICA’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference).

These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with SISTEMATICA’s prior written consent.

SISTEMATICA may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.

 

Language

Where SISTEMATICA has provided you with a translation of the Italian language version of these Terms of Use, then you agree that the translation is provided for your convenience only and that the Italian language versions of the Terms will govern your relationship with SISTEMATICA.

If there is any contradiction between what the Italian language version of these Terms of Use says and what a translation says, then the Italian language version shall take precedence.

 

Contact

You may contact SISTEMATICA at the following address: Via Giacomo Peroni 400, 00131 ROME, ITALY.

productsupport.privacy@sistematica.com>

Effective date: November 20, 2012

Last Updated: November 20, 2012

 

SISTEMATICA S.r.l. 2012