1. Acceptance of Terms

The UNIDROIT Alumni Association (UAA) and associated services (together, the “Service”) to you subject these Terms of Service, as amended from time to time (“TOS”). You agree to use the Service only as permitted herein. You acknowledge that UAA may update the TOS from time to time without notice, and you accept sole responsibility for familiarising yourself with, and abiding by, the TOS and any such updates. Your use of the Service constitutes your agreement to the terms of the TOS.

  1. Member Conduct

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials available through or accessible via the Service, hereinafter “Content”, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not the UAA, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. UAA does not control the Content posted via the Service and, therefore, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will the UAA be liable in any way for damages arising from exposure to or use of any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

You agree to not use the Service to:

  1. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
  2. harm minors in any way;
  3. impersonate any person or entity, including, but not limited to, a UAA employee, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
  5. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  6. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;
  7. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  8. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
  9. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
  10. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
  11. “stalk” or otherwise harass another; and/or
  12. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs above.

UAA reserves the right, in its sole discretion, to pre-screen, refuse, or remove Content but shall have no obligation to do so. Without limiting the foregoing, UAA and its designees shall have the right to remove any Content that violates applicable law or the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content, and that UAA shall have no responsibility for any Content originating with you or any third party, regardless of whether UAA has pre-screened such Content. You also acknowledge that using the Service may expose you to unsolicited Content since, as a practical matter, UAA cannot pre-screen all Content. UAA expressly disclaims any liability to you or to any third party arising out of or relating to the Content.

  1. Disclaimer of Warranties; Limitation of Liability; Indemnity

You expressly agree that:

  1. You use the Service at your sole risk. UAA provides the Service on an “as is” and “as available” basis. UAA and its affiliates, officers, agents and employees expressly disclaim all warranties of any kind, whether express or implied, including without limitation implied warranties or merchantability, fitness for a particular purpose and non-infringement.
  2. UAA and its affiliates, officers, agents and employees shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including without limitation damages for lost profits, goodwill and reputation, use, data or other intangible losses resulting from (i) your use of or inability to use the Service; (ii) unauthorsed access to or alteration of your transmission(s) or data; (iii) acts or omissions of any third party; or (iv) any other matter relating to the Service.
  3. You agree to indemnify and hold the UAA and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service; your use of the Service; your connection to the Service; your violation of the TOS; or your violation of any rights of another.
  4. No Resale of Service

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

  1. General Practices Regarding Use and Storage

You acknowledge that UAA may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that email messages, board postings or other uploaded Content will be retained by the Service, the maximum number of email messages that may be sent from or received by an account on the Service, the maximum size of any email message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on UAA’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that UAA has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that UAA reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that the UAA reserves the right to modify these general practices and limits from time to time.

  1. Modifications to Service

UAA reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that the UAA shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

  1. Termination

You agree that the UAA may, in its sole discretion and without prior notice, immediately terminate your account, any associated email address, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. You agree that all terminations for cause shall be made in UAA’s sole discretion and that the UAA shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Service.

  1. Passwords and Account Information

In the event that you receive any password or account information pertaining to your use of the Service, you agree to maintain the confidentiality of such password and account information and you agree that you shall be solely responsible for any use of such information, whether authorized or unauthorized and that UAA shall not be responsible for any such use. You agree to notify UAA promptly of any unauthorized use of your password and/or account information.

  1. Miscellaneous

The TOS, as amended from time to time, and any associated UAA policies, constitute the entire agreement between you and UAA. The TOS shall be governed by the laws of Italy, without regard to its choice of law rules, and you agree that all actions and proceedings arising out of or relating to the Service or the TOS will be heard and determined in any Italian court. You agree to submit to the personal and exclusive jurisdiction of such courts.