PLEASE READ CAREFULLY BEFORE YOU SUBSCRIBE TO ELITE PLATFORM:
These Terms and Conditions ('T&C') are a legal contract between the user('You' or 'User') and ELITE S.p.A., a company incorporated under the laws of Italy and subject to the direction and coordination of London Stock Exchange Group Holdings Italia S.p.A., having its registered office at Piazza degli Affari no. 6, Milan – Italy, Tax Code and VAT no. 10977060960, registration number at the Register of Companies of Milan no. 2095997 ('We', 'Us', the 'ELITE') for your subscription to and use of ELITE web platform: www.elite-network.com ('Platform').
General terms and Conditions
1.
Scope, Definitions and Construction
1.1
This T&C sets out the General Terms and Conditions in accordance to which ELITE provides, and the User makes use of, the Services in connection with the Platform and the access and use of the Platform itself.
1.2
Additional Special terms and conditions documents ('Special T&C') can be provided in the context of specific services of the Platform. The User will be required to explicitly accept the Special T&C at the time of activation of the corresponding service.
In the event of any conflict between this T&C and the Special T&C, the Special T&C will always prevail.
1.3
Capitalised terms used in this T&C shall have the meaning set out in the Annex 1 (Definitions) to this document.
2.1
The User acknowledges and accepts that ELITE is entitled, at its sole and absolute discretion and without being obliged to give reasons, to decline any request for activation from the User, including - without limitation - in the following cases:
a)
failure to provide the information set out in the Registration Process (or in response to any subsequent requests for information by ELITE) or provision of information which is false or inaccurate or reasonably believed to be false or inaccurate;
b)
the User is not eligible to receive or to keep an account to access the Platform or any of its Services;
c)
the User’s Company, that is in business relationship with ELITE, is in breach of any obligations under any other agreement entered into with ELITE;
d)
technical problems which prevent the activation of one or more Services.
The User acknowledges and agrees that it shall not have any rights or claims in connection with any rejection of a Registration Process.
3.
Eligibility Criteria – Services Provided – Territorial Scope
3.1
Access to the Platform is restricted to Users with valid credentials received by ELITE through a Registration Process. User acknowledges and agrees that the Platform will be used in the context of his/her trade, business or profession.
3.2
ELITE reserves the right to supplement or change from time to time the Services and/or the technical, functional, administrative and operational performance of the Services where it deems this appropriate or necessary, giving notice to the Users thereof. Where not stated differently, any additional or amended Services provided by ELITE to the Users will be governed by this T&C.
3.3
The Services and the information provided in the context of the Services and through the Platform are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject ELITE to any registration requirements within such jurisdiction or country. ELITE reserves the right to limit, in whole or in part, the availability of the Services and of the Platform, contents, programs and products to any person, geographic area, or jurisdiction, at any time and at the ELITE’s sole discretion.
4.
Activation of the Services - Access the Platform - Data
4.1
The activation and use of the Services and the access to some parts of the Platform, that are reserved for registered Users only, are subject to a Registration Process and the setup of a specific User account, including the selection of a password.
The User acknowledges that it is solely responsible for keeping the password confidential.
Users who access the Platform on behalf of a Company shall, at all times, ensure that the account is operated in compliance with any instructions received by the Company and under the Companies’ supervision and responsibility.
4.2
ELITE reserves the right to withdraw or amend the content on and/or access to the Platform, at any time, without a notice. Furthermore ELITE may restrict to the User access to some or all parts of the Platform.
4.3
ELITE reserves the right to disable the User account at any time if, in ELITE’s reasonable opinion, Users fail to comply with any of this T&C or if ELITE considers that there may be a security risk.
4.4
Any Data uploaded or otherwise stored on the Platform by Users shall be the exclusive property of the relevant Users who shall comply with any restrictions on the use and dissemination of such Data. ELITE shall have no responsibility or liability in connection with any breaches by the aforesaid User of any limits and restrictions arising under applicable law or regulation.
4.5
The Registration Process sets out the data required for the activation of the Services and for the access to the Platform and an attestation by the User that such Data are true and accurate. The User shall promptly – and in any event no later 7 (seven) days from the occurrence thereof - notify ELITE of any changes to the Data, with specific reference to the affiliation of the User to its Company.
4.6
The User represents and warrants that the Data is not and will not at any time be in breach of third party rights, including intellectual property rights connected to the Data.
5.1
The User undertakes to use the Services and the Platform in good faith and for lawful purposes only and in accordance with the provisions of any applicable laws and regulations, including without limitation data protection and privacy laws and laws relating to unsolicited commercial electronic messages.
5.2
Without prejudice to the generality of the foregoing, the User shall:
a)
use the Services and the Platform in compliance with the intellectual property rights of ELITE or any third party and upload on Platform only information, images or any other Data or Content under its legal control and in compliance with any contractual or legal provision or any decisions issued by a public authority, administrative or judicial;
b)
act in strict compliance with any laws and regulations aimed at preserving market integrity and, accordingly, not to upload on Platform any Data, Content or information which: (i)cannot be made public under applicable law or regulation or stock exchange listing and disclosure rules; (ii) is inside information (or its equivalent howsoever described under any applicable law or regulation); (iii) creates, or may create, a false or misleading impression in relation to any company or financial instrument; or (iv) is otherwise in breach of any applicable law or regulation relating to insider dealing or market abuse;
c)
not to upload any Data or Content of offensive, racist or pornographic nature or otherwise objectionable;
d)
adopt any necessary measures in order to prevent unauthorized use, keep the password confidential and ensure that the password will not be shared with any third party. The User shall promptly notify ELITE in writing of any unauthorized use of the password and of any other events, includingby way of example the theft or loss of the above data, which may lead to any unauthorized access to the Platform;
e)
not to cause, either directly or indirectly, any breach of ELITE’s IT systems including any privacy breach, third party data integrity breach, and shall not use any type of spider, virus, worm, spam which could damage in any way Platformor other IT systems;
f)
not to impact or attempt to impact the availability, in full or in part, of the Services and of the Platform by other Users;
g)
process and cause other employees of the same Company to process any data and information relating to the Services in a safe and confidential manner;
h)
when Data, Content and communications are directed to, or in any case accessible by, Users, ensure that the use of the Services and of the Platform, including the uploading of Data or Content, is in compliance with any laws and regulations applicable from time to time in the country where these Users are based and with the Italian law.
5.3
In addition, the User must not:
a)
use the Platform to attempt to gain unauthorised access to the Platform, the server, equipment or network on which the Platform is stored or any server, computer or database connected to this Platform or any software;
b)
use the Platform to attempt to gain unauthorised access to any other website, internet account, server, computer, equipment, system, network, data or information;
c)
use the Platform to collect or use information, including without limitation email addresses, screen names or other identifiers, by deceit (such as phishing, internet scamming, password robbery, spidering, scraping and harvesting);
d)
use the Platform to send or transmit, whether directly or indirectly, unsolicited or unauthorised advertising or promotional material, chain letters or pyramid selling schemes; or
e)
use the Platform to monitor data or traffic on any network or system.
5.4
By breaching these provisions, the User may commit a criminal offence. ELITE will report any such breach to the relevant law enforcement authorities and ELITE will co-operate with those authorities by disclosing User identity to them. In the event of such a breach, the User’s rights to use the Platform and/or the Services will cease immediately.
5.5
In any case in which ELITE concludes - or has reasons to suspect- in good faith that the Users is in breach of its obligations hereunder, ELITE will be entitled to adopt any necessary measures to avoid any further breach or damages, including immediate suspension or interruption in the provision of the Services or access to the Platform without being obliged to give reasons thereof. Without prejudice to condition 6.2., ELITE shall also be entitled to remove Data/ Content, or documentation containing Data, which are, or are reasonably believed to be, in breach of any provisions of laws or regulations or third party rights, also following a warning received from third parties or Users. ELITE shall also be entitled to terminate the provisioning of any Service related to this General T&C with immediate effect, without prejudice to its ability to be indemnified for any damages deriving from any failure to comply with this document. The User will not be entitled to any type of indemnification with respect to any suspension or interruption decision and/or measure adopted by ELITE. The User undertakes to indemnify and keep indemnified and hold harmless ELITE for any liability, damages, claims, costs, loss, expenses, charges, or prejudice suffered or incurred by ELITE, arising from, or in connection with, a breach of the T&C by the User. ELITE shall have no obligation to monitor, or verify the accuracy and veracity of, the contents of the Data or Content uploaded on, or the activities carried out through, the Platform. ELITE does not have editorial control over the contents of the Data or Content uploaded by the participants or User on the Platform.
6.
Exclusion of warranties and limitation of liabilities
6.1
The activation and use of the Services and of the Platform shall be under the exclusive control and responsibility of the User. The User acknowledges and agrees that upon its registration it shall be responsible for the use and the maintenance of its user account, including any liability related to the maintenance of the Data towards ELITE and any third parties, and shall indemnify and keep indemnified and hold harmless ELITE against any liability, damages, claims, costs, loss, expenses or charges arising out of or relating to any third party’s claims or actions. The User is solely responsible for any interaction with other Users of the Platform, whether online or offline. Users shall ensure that any individuals accessing to the Platform on their behalf comply with the provision of this T&C (including by safeguarding the Users’ rights on the Data).
6.2
The User acknowledges and agrees that ELITE shall not be responsible in any manner whatsoever for the information, Data, Content inserted, processed or used in any way by the User through the Services and the Platform. Furthermore, the User shall indemnify and keep indemnified and hold harmless ELITE against any liability, damages, claims, costs, loss, expenses or charges arising out of or relating to any third party claims (including, without limitation, any claims of IP infringement) against ELITE or London Stock Exchange Group of which ELITE is part arising from use of or access to the Services and to the Platform, or for any Content or Data submitted to the Services and/or to the Platform by User. The User acknowledges and agrees that ELITE shall have no responsibility for the conduct of other Users through the Platform or otherwise. The User is solely responsible for compliance with the applicable laws and regulations in conducting any activity on, through or in conjunction with the Platform.
6.3
ELITE gives no warranties and shall have no responsibility with respect to the suitability of the Services and of the Platform with respect to their proposed use by the User, and the User agrees that the Platform and the Services are provided on an 'as is' and 'as available' basis. User acknowledges and agrees that in entering into this T&C, it did not rely on any representations of any kind, other than as set out in this T&C, and ELITE shall have no liability in any circumstances other than in accordance with express terms of this T&C.
6.4
ELITE shall use its reasonable endeavours to ensure the proper performance of the Platform and of the Services, provided that it shall not be responsible in any manner whatsoever towards the User or third parties for the suspension, interruption, malfunctioning or delay caused by events outside its reasonable control including but not limited to:
a)
accidental events and force majeure;
b)
catastrophic events, wars, terrorist attacks, flood, fire;
c)
national or local strikes;
d)
electric energy service interruption, interruption and/or malfunctioning of electronic data transfer due to third party;
e)
constraints and prohibition orders provided by the law or a judicial/administrative decision.
6.5
Subject to all limitations contained in this T&C, in particular clauses 6.1 – 6.4 above and 7.3 below, to the maximum extent permitted by law, ELITE shall not be liable to the User for any loss, (whether direct, indirect or consequential) including, without limitation, loss of or corruption to data, reputation, profits, revenues, business opportunities or otherwise, related to the User’s use of, or inability to use, the Platform or the Services. If, notwithstanding the aforementioned, ELITE is determined by a court of competent jurisdiction to be liable to the User, such liability shall be limited and not exceed in aggregate to € 500,00 (fivehundred/00).
6.6
These limitations of liability are an essential part of the T&C between the User and ELITE, as applicable. The parties expressly acknowledge and agree the reasonableness of these limitation of liability provisions.
7.
Suspension and interruption of the Services and of the Platform
7.1
The User acknowledges and agrees that:
a)
the actual speed of the net connection depends on, inter alia, the net congestion layer, as well as the User’s IT infrastructure quality, so that ELITE does not guarantee the actual access to the Services or to the Platform;
b)
the Services and the Platform may be suspended and/or interrupted, due to IT technical infrastructure or software malfunctioning and that this could jeopardize the integrity of the data stored.
7.2
ELITE shall be entitled to suspend and/or interrupt the delivery of the Services and the access to the Platform, without prior notice:
a)
in cases of breach by the User of this T&C;
b)
in the event of any breakdown or malfunctioning of the ELITE’s and/or the ELITE’s suppliers’ IT infrastructure or software;
c)
in the event of breakdown and/or malfunctioning which could cause damage to the net system or to any persons;
d)
for safety or confidentiality reasons;
e)
in the event of breakdown or malfunctioning of the Services/Platform infrastructure depending on accidental events or force majeure, as well as in the event of urgent amendments or maintenance;
f)
in cases of systematic and/or massive download of the Platform’s contents or data.
7.3
The User acknowledges and agrees that in any events of Platform’s/Service’s delivery suspension or interruption, ELITE shall not be responsible towards the User, nor towards its successors or third parties, for any failures in the provision of the Services and access of the Platform. ELITE does not guarantee the continuity of the Services or the access of the Platform or the integrity of the Data or Content recorded through the Platform or internet.
8.1
The User will be granted a limited, non exclusive, non sub-licensable, non assignable, licence to any rights of use of any software necessary to receive the benefit of the Services owned or licenced by ELITE, for the term of the validity of this T&C and in accordance with any terms and conditions. With reference to third party software, ELITE shall procure any required license, if any, and the User will be granted with such a license, being understood that the relevant use shall be consented exclusively in compliance with the applicable terms and conditions provided by the third party owner.
8.2
Upon termination of this T&C, the User shall immediately cease to use any software and any other products provided by ELITE in accordance with this T&C.
9.
Intellectual Property Rights and Content
9.1
The Services and any other products provided through the Platform, as well as the Platform itself, encompass information and intellectual property owned by ELITE or its third party providers, so that such data and intellectual property shall be deemed confidential and protected under the applicable intellectual property law.
9.2
Any content on the Platform that is under the exclusive control and management of ELITE, including texts, graphics, logos, music files, pictures, videos, software, downloads are owned by ELITE, its licensors or its affiliates and are protected under the applicable national law, the European Community and International Copyright Laws, therefore such data shall not be reproduced, copied, modified or used in any way without the express written consent of ELITE.
9.3
'E','ELITE', 'ELITE Growth'and 'ELITE Connect' are commercial brands registered by ELITE, or by the companies of the London Stock Exchange Group of which ELITE is part. Therefore they cannot be used without the express written consent of the owner in relation to other products or services which are not owned by ELITE, to the purpose or effect of causing confusion between the users or causing offense or damage to ELITE in any way. Any other trademark which is not owned by ELITE, displayed on the Platform, belongs to its relevant owner, therefore it cannot be used, reproduced, copied, modified without the express authorization of its owner; to this purpose, the User acknowledges and agrees to keep harmless and indemnified ELITE from any claim, action, exception of any third party arising from the unauthorized use of such trademarks, in breach of the above provisions.
9.4
Content Uploaded to the Platform by User:
a)
User warrants to ELITE that User owns the intellectual property rights in any Content uploaded to the Platform or, if the User isn’t the owner, that the User have the right to upload it and for it to be made available to other Users or individual of the Platform in accordance with the T&C;
b)
User will continue to own the intellectual property rights in any Content which the User upload to the Platform, but for so long as that Content remains on the Platform, the User grants ELITE a non-exclusive, world-wide, royalty free, transferable and sub-licensable licence to use, publish, process, modify, store, copy, distribute, display and make available that Content and any data and to permit other Users or individual of the Platform to use, download, print and reproduce according to the visibility and accessibility rules defined on the Platform;
c)
User will indemnify ELITE for any losses, liabilities, costs, expenses, claims or proceedings that ELITE suffers or incurs, or will suffer or incur, as a result of or in connection with any breach by the User of User’s obligations or warranties in this article n.9;
d)
ELITE is not responsible for, and make no warranties, representations, undertakings or guarantees in respect of, any Content on the Platform which is uploaded by a User of the Platform. Any view expressed by any User of the Platform is their view and not ELITE's view nor the view of ELITE's officers or employees;
e)
ELITE reserves the right to remove any Content that the Users have uploaded to the Platform at any time;
f)
ELITE also reserves the right to disclose the User identity to any person who claims that any Content that the User have uploaded to the Platform infringes their intellectual property rights or their right to privacy or is defamatory;
g)
any Content that User upload to the Platform must:
i.
comply with all applicable laws;
ii.
be accurate (where it states facts); and
iii.
be genuinely held (where it states opinions).
h)
The User must not upload to the Platform any Content which:
i.
is defamatory, fraudulent, deceptive, discriminatory, obscene, offensive, indecent, malicious, hateful or inflammatory;
ii.
infringes any copyright, database right, trade mark or other intellectual property right of any other person;
iii.
solicits or attempts to solicit passwords or personal identifying information for commercial or unlawful purposes from other users of the Platform;
iv.
is made in breach of any legal duty owed to anyone else, such as a contractual duty or a duty of confidence;
v.
impersonates any person or misrepresents your identity or affiliation with any person;
vi.
gives the impression it comes from ELITE;
vii.
constitutes unauthorized advertising material; or
viii.
cconstitutes, advocates, promotes or assists any unlawful activity, including but not limited to copyright infringement or computer misuse.
10.1
Without prejudice to any rights to suspend provision of the Services under this T&C, ELITE will be entitled to exercise its right to terminate this T&C pursuant to Article 1456 of the Italian Civil Code, subject to the right to claim compensation for the damages suffered, if any, should the User (or the Company who he/she represents in this T&C):
a)
breach any of the provisions of the T&C;
b)
use the Services or the Platform for purposes other than the permitted use;
c)
be subject to any insolvency or bankruptcy procedure;
d)
in case of the Company’s business relationship with ELITE is terminated for any reason;
e)
in case of User’s authorisation to the Platform or Service is terminated and/or revoked;
f)
be subject to any kind of civil, criminal administrative, judicial measure, immediately effective, which could prejudice in any way the User and potentially damaging the User’s economic or financial status or its reputational, commercial and/or professional status;
and the User agrees that it shall notify ELITE immediately if any of (b) to (f) occurs.
10.2
Upon the occurrence of any of the foregoing events, ELITE will be entitled to terminate this T&C by sending a notice by registered letter [or by e-mail] to the address indicated by the User in the Registration Process. In such cases the User acknowledges and agrees that any amounts paid by the User to ELITE shall be retained by ELITE, and the User shall no right to claim any indemnity, reimbursement, damages or compensation for the period of time the Services has not been provided.
11.1
Without prejudice to the ELITE’s rights to receive any fees outstanding at the time of termination, the User will be entitled to withdraw from this T&C at any moment by sending a request to ELITE, as described at the art. 17 (Complaints and Notice), to close its user account, and shall immediately thereafter cease to use of any software and/or other products provided by ELITE in connection with the Services or the Platform.
12.
Privacy and Data Protection
12.1
Any information provided by the User to ELITE, pursuant to this T&C, shall be subject to the regulation of the Privacy Policy (available to the following link: https://www.elite-network.com/about-us/privacy-policy) which regulates – inter alia – the collection, processing, use of the User’s Data. The User hereby acknowledges and agrees to accept the content of the Privacy Policy and hereby gives its consent to the collection, process, use of the data within the terms and conditions specified therein.
12.2
ELITE and its employees, or third parties duly authorized by ELITE, may have access to the User’s Data only for the purposes of carrying out maintenance activities on the Platform and it’s business. ELITE undertakes that any Data accessed in the performance of these activities shall be kept confidential and processed in compliance with the applicable principles and the rules on the processing of personal data set forth in the Legislative Decree of 30 June 2003 n. 196 (Code for the protection of personal data, the 'Code') as replaced and/or integrated with effect from 25 May 2018, by the EU General Data Protection Regulation No. 679/2016 ('GDPR').
12.3
Where ELITE collect personal information, we will use it in delivering the Services, for administration and to tailor our Service and/or products to match User’s needs.
12.4
ELITE may employ the services of a third party to help us in certain areas, such as website hosting and marketing. In some cases that third party may receive your information. However, at all times we will control and be responsible for the use of User’s information.
12.5
By providing ELITE with your personal information, User consent to ELITE to transfer your information to countries or jurisdictions which do not provide the same level of data protection as Europe, including without limitation countries or jurisdictions outside the EEA. If ELITE does make such a transfer, ELITE will, if appropriate, put a contract in place to ensure that User’s information is protected.
13.1
Subject to paragraphs 13.4, 13.5 and 13.6 below, each Party hereby undertakes not to disclose any Confidential Information to any third parties.
13.2
For the purposes of the T&C 'Confidential Information' means any information of any nature that is available through the Platform, including, without limitation, any technical, economic and financial, equity, corporate, commercial, administrative or other data, documents, agreements, corporate deeds, financial statements, business plans and other similar materials, as well as data, studies, estimates, forecasts, projections, papers, opinions, reports, analyses, comments, business models and other materials (even if not explicitly classified as being 'confidential').
13.3
The term 'Confidential Information' shall not include any information that is in the public domain or information that may fall in the public domain for reasons other than a Party’s failure to perform its obligations under the Agreement.
13.4
Should it be necessary to disclose Confidential Information to third parties to comply with mandatory provisions of law or mandatory regulations or with orders issued by judicial or regulatory authorities, the disclosing party undertakes to disclose the Confidential Information solely to the extent necessary, subject to the prior timely notice to us and the person to whom the Confidential Information belongs (as appropriate) to such effect by email and by registered letter with return receipt requested.
13.5
The disclosing Party undertakes that it shall only disclose Confidential Information to its directors, officers, employees, agents, advisers, accountants and consultants ('Representatives') if it is reasonably required for purposes connected with the T&C and only if the Representatives are informed of the confidential nature of the Confidential Information.
13.6
ELITE may use Confidential Information provided by the User to provide the Services. The Company agrees that ELITE may also share such Confidential Information with its service providers, agents, consultants, advisers or other third parties for the purpose providing the Services and the ELITE's business purposes. Subject to the above, ELITE will maintain the Company’s Confidential Information in accordance with its own confidentiality policies for information of a similar nature. Where ELITE engages third parties to provide services for the ELITE programme, ELITE will ensure that such third parties agree to an obligation of confidentiality no less onerous than that contained in this T&C.
14.
Linking To The Site And Scraping – Links From The Site
14.1
The User may not create a link to the Platform from another website without ELITE's prior written permission.
14.2
The User may not scrape content from the Platform and repost such content, either manually or automatically, without ELITE's prior written consent.
14.3
The Platform must not be framed on any other website without ELITE's prior written permission.
14.4
ELITE reserves the right to withdraw linking, scraping and framing permission without notice and reserves the right to require the User to remove any link to, scraping from or framing of the Platform at any time and without giving to the User a prior notice.
14.5
Where this Platform links to other websites and resources provided by third parties, these links are provided for User information only. ELITE has no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from User use of them.
15.1
The User shall not be entitled to assign, in whole or in part, this T&C or any rights and obligations arising hereunder to third parties.
15.2
The User hereby consents, to any assignment - in whole or in part - of this T&C or of any rights and obligations arising hereunder by ELITE to any member of its Group (London Stock Exchange Group) or to a third party.
16.1
Without prejudice to the User’s withdrawal rights, ELITE is entitled to amend the T&C by giving prior notice thereof to the User.
16.2
ELITE reserves the right to make amendments to the T&C on the Site at any time. If the User does not accept the amendments, he can exercise the right of withdrawal, in accordance with art. 11 of T&C. Upon consultation, the User must always refer, as the current version, to the text of the T&C published. The amendments will become effective when they are published on the Site. The continuation of the use of the Site by the User, following an amendments, will be considered as acceptance of such amendments. All Users can check at any time by connecting to the Site the latest version of the T&C.
17.1
The User accepts that all notices, complaints, communications, and withdrawal requests made in accordance with the present T&C will be made by electronic mail to the address [email protected] if to ELITE, and to the address indicated in the Registration Process if to the User. All written communications will be deemed received and properly served 48 hours after an e-mail is sent, or five days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
17.2
In the event that you are not satisfied, you may also have a right of complaint direct to the ELITE Digital Team, Piazza degli Affari 6, 20123 Milano, +39 02 72426 265.
18.
Governing law and jurisdiction
18.1
This T&C shall be governed by and construed in all respects in accordance with Italian law and the parties hereby submit irrevocably to the exclusive jurisdiction of the Milan court (Italy) to resolve any dispute between them.
18.2
Any non-contractual disputes or claims arising between the Parties in relation to this T&C shall be submitted to the exclusive jurisdiction of the Milan court (Italy).
19.1
Any failure or delay by ELITE in enforcing an obligation, or exercising a right or remedy hereunder, does not amount to a waiver of that obligation, right or remedy, or to waiving any right to claim compensation.
19.2
If any term of this T&C is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this T&C and shall in no way affect the legality, validity or enforceability of the remaining terms.
19.3
Provisions of this T&C which either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such expiry or termination, including, by way of example but not limited to, the provisions of clause 6 (Exclusion of Warranties and Limitation of Liabilities),clause 9 (Intellectual property rights and Content), clause 12 (Privacy and Data Protection), clause 13 (Confidentiality) and clause 18 (Governing law and jurisdiction).
Pursuant to arts. 1341 and 1342 of the Italian Civil Code, the User states that it acknowledges and specifically approves the provisions of the T&C and in particular of clauses: art. 2 – Execution of the T&C; art. 4 – Activation of the Services – Access the Platform – Data; art. 5 – Obligations of the User; art. 6 – Exclusion of Warranties and Limitation of Liabilities; art. 7- Suspension and Interruption of the Services and of the Platform; art. 9 – Intellectual Property Rights and Content; art. 13 – Confidentiality; art. 15 – Assignment of the T&C; art. 16 – Amendments; art. 18 – Governing Law and Jurisdiction.
These General Terms and Conditions were last updated on ____th May 2019.
In this T&C, unless the context otherwise requires, capitalised terms shall have the following meetings. Terms defined in the singular have the same meaning in the plural, and vice versa.
'Company' means the business entity with which the User has declared to be in affiliation for the purpose of the use of the Platform or Services. The Company may or may not be in business relationship with ELITE as customer of its services.
'Content' means all documents, information, materials, data, videos, texts, graphics, logos, music files, pictures, videos, provided, developed, published by the User through the Platform and visible to any user, either registered or not, based on the Platform rules of visibility and accessibility.
'Data' means any kind of information, including, without limitation, news, data (also profile data), or images, published by the User through the Platform and visible to any user, either registered.
'ELITE' means: (i) ELITE S.p.A. with registered office in Piazza degli Affari 6, 20123 Milano, Tax and VAT Code 10977060960, registered at the Company registry of Milan, REA number MI-2095997;
'General Terms and Conditions' or 'General T&C' or 'T&C' means these General Terms and Conditions;
'Parties' means collectively the User and ELITE;
'Platform' means the web platform www.elite-network.com;
'Registration Process' means the series of activities required to create a personal account for the User to access the Platform and the Services. The Registration Process can include the submission by the User of information through online/offline forms, the acceptance by the User of this General T&C, the approval by ELITE of the creation of the account.
'Services' means all the services provided by ELITE through the Platform upon and within the limit of the T&C;
'Special T&C' means additional Special terms and conditions documents can be provided in the context of specific services of the Platform. The User will be required to explicitly accept the Special T&C at the time of activation of the corresponding service.
'User' means any individual person who, through the Registration Process, obtains access to the Platform with commercial or business purposes, either for its own personal interest or in the context of its affiliation to a Company (in this case the User must has sufficient authority to bind the Company).