Terms and Conditions

TERMS OF USE

The Restore To Impact platform, available at www.restoretoimpact.com (the "Site"), is owned and operated by Chiesi Farmaceutici S.p.A., with registered office at Via Palermo 26/A, 43122, Parma, Italy, VAT No. 01513360345, No. 15739, REA: 159271, email: info@restoretoimpact.com ("We" or "Chiesi").

1. Introduction

These terms of use ("Terms") set forth the rules under which Chiesi provides access and allows users to browse the Site in order to participate in the Call for Ideas ("Initiative") governed by the relevant Call for Ideas ("Call", available here). These Terms, the Call for Ideas and the Privacy Policy (available here), and the other rules posted on the Site collectively govern your use of the Services. By "Services" we mean all the functionalities of the Site, including, but not limited to, the user registration form, the download and upload functionalities of the documents related to the Call, all the activities related to the participation in the Call, such as the upload on the Site and the sending of the documents and further elaborations required for the participation in the Call (" Submissions"). By "Users" we mean all the subjects browsing the Site and using the Services.

Before starting to use the Services, Users are requested to carefully read and accept these Terms, the Privacy Policy, and other rules provided by Chiesi. If you do not agree to all of Chiesi's rules, please leave the Site and do not use any of the Services provided herein. For all rights and obligations arising from participation in the Initiative, please refer to the aforementioned Call.

Your registration and use of the Services imply your full acceptance of these Terms and all other rules provided by Chiesi as well as your acknowledgment of the Privacy Policy.

2. Registration

In order to use the Services, Users must register with the Site. Registration and use of the Services are free of charge.

Upon completion of registration and acceptance of these Terms, Users will be able to use the Services, provided that they comply at all time with these Terms and other rules set forth by Chiesi.

By registering, Users agree, among other things, to:

- not to create more than one account

- not to create accounts on behalf of third parties

- not to use false data to create an account;

- not to create another account (even under a different name) if their own account has been deactivated by Chiesi;

- not to share your account and password with third parties or take any other action that may jeopardize the security of your account.

3. Use of the Site and/or Services

The Site is intended for the personal use of the Users, on their own behalf and/or on behalf of the team members they represent, as part of their participation in the Initiative. Chiesi assumes no responsibility in relation to the use of the Services by Users. The User is responsible for any activity carried out by him/her on the Site and acknowledges that it is forbidden to

- use the Site for unlawful, fraudulent, discriminatory purposes or in any case in violation of any applicable law and/or any third party rights;

- take any action that may interfere with, overburden or impair the proper functioning or appearance of the Site

- attempt to obtain access information or access the accounts of other Users;

- encourage other Users not to abide by Chiesi's rules.

Chiesi will cooperate with the authorities by taking prompt action to identify those who engage in unlawful activities via the Site.

4. Submissions

The User declares and guarantees that all the Submissions he or she uploads to the Site comply with applicable laws and regulations, do not contain illegal documentation, and are truthful and up-to-date.

By uploading the Submissions, Users declare and warrant that they have ownership, originality, and full availability of the Submissions and all related rights.

The User shall respect all applicable laws and third party rights. Therefore, it is prohibited to upload Submissions or take any action on the Site that does not comply with applicable laws and third-party rights (including intellectual property rights). Furthermore, it is prohibited to use the Site to upload or otherwise disseminate any of the following:

- content that is not relevant to the purpose of the Site

- content that is inaccurate, untrue, false, inaccurate or not up-to-date

- content that is defamatory, obscene, harassing, intimidating, threatening, pornographic, incites hatred or violence or contains nudity, violence or that images of minors

- promotional content, commercial communications, or solicitations, in any format;

- links to third-party sites;

- viruses or other malicious software.

5. Ownership of the Submissions

Without prejudice to the Users' ownership of the moral right of authorship of their projects, participation in the Initiative through the uploading of the Submissions to the Site entails, as a fundamental element, the exclusive transfer, in favor of Chiesi, of all intellectual and industrial property rights, for the entire duration of the Initiative, with respect to the Submissions selected as "Accepted Projects" and all other results deriving from the design concept conferred through the submission of the material in response to the Call. For further information regarding the ownership of the Submissions, the User is invited to read the Call for Ideas.

6. Functionality and security

Chiesi shall not be liable to you for any failure to provide the Services or for the malfunctioning of the Site, at any time or for any period of time, if this is due to causes beyond our control.

Chiesi endeavors to keep the Services secure and in good working order, but cannot guarantee the security of the Site or the continuous operation of or access to the Services. The functionality of the Site may be subject to delays beyond Chiesi's control.

7. Liability of the User and Limitation of Liability of Chiesi

The User is directly and exclusively responsible for all Processes, data, and information that he or she provides to Chiesi in the context of the use of the Services.

Chiesi does not carry out any intervention and/or control activities on the information provided by Users during registration and on the Processes uploaded by Users and, therefore, cannot and does not in any way guarantee the accuracy and truthfulness of User's identity as well as the truthfulness, accuracy, validity, lawfulness, and security of said Processes.

Except in the case of willful misconduct or gross negligence, and also without prejudice to mandatory statutory provisions, including consumer protection legislation, Chiesi (including its affiliates, officers, directors, agents, employees, and suppliers) shall not be liable in any way whatsoever for the acts or omissions of Users, information provided by Users during the registration, the Submissions, the information or data (including third parties' data) provided by Users as well as for economic losses, including loss of data, profits, gains, business, opportunities, goodwill or for damage to reputation or any other direct or indirect damage suffered by Users and/or third parties as a result of the use of the Services and/or the activities carried out by Users on the Site and/or any Submissions uploaded by Users.

8. Indemnification

To the extent permitted by applicable law, the User agrees to indemnify and hold Chiesi (including its affiliates, officers, directors, agents, employees, and suppliers) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the User's violation of these Terms and/or other Chiesi policies, applicable law, or any third party rights.

In the event that you have a dispute with one or more Users, you agree to indemnify and hold Chiesi (including its affiliates, officers, directors, agents, employees, and suppliers) harmless from and against any and all claims, demands, and damages of any nature whatsoever, arising out of or in any way connected with such dispute.

9. Removal and/or suspension of Users' accounts

Chiesi reserves the right to remove and/or suspend Users' accounts, also on the recommendation of other Users, third parties, or competent authorities, in the following cases

- violations of the provisions relating to account registration and use of the Site (creation of duplicate accounts, use of false data, circumvention of previous account suspension/removal measures; other security issues)

- violations of the rules of conduct and compliance with the Submissions, including violation of third-party rights;

- disqualification from the Initiative for any reason under the provisions of the Call for Ideas;

- violation of any provision of the Call for Ideas;

- any other violation of law.

In this case, Chiesi will notify the User of the suspension/removal of the account.

10. Notification of infringements of intellectual property rights and other third party rights

Without prejudice to the fact that Chiesi has no obligation to monitor the information received from Users and the Submissions uploaded by Users, nor any responsibility in relation to the same, and that it will have no obligation to remove such information and Submissions except at the express and justified request of the competent authorities, the registered User and/or any non-registered third party who believes that any account any information and/or any Submission posted by Users infringes any of its own rights and/or any rights of third parties (including, but not limited to, intellectual property rights), may notify Chiesi of such content in precise detail by sending an e-mail to the address indicated in the heading.

Chiesi will under no circumstances be able to take into consideration generic reports or reports that do not contain the above-mentioned information.

The User accepts that Chiesi may remove its content in relation to which reports have been received without any obligation on the part of Chiesi to contact the User beforehand. This is without prejudice to further legal remedies and Chiesi's rights under the Call for Ideas. The User and/or the third party who has sent the report and the request for removal to Chiesi is solely responsible for the accuracy, reliability, and truthfulness of such report and request for removal and agrees to indemnify and hold Chiesi (including its affiliates, officers, directors, agents, employees, and suppliers) harmless from any and all third party claims that may arise for Chiesi as a result of the removal of the content reported by the User.

11. Chiesi Intellectual Property Rights

The trademarks, designs, graphics, names, domain names and other distinctive signs and creative works of any kind used in the Site are the exclusive property and ownership of Chiesi. Their use by the User is expressly prohibited, in any way and for any purpose, including, but not limited to, use, publication, copying, and reproduction even on other websites, without the prior written authorization of Chiesi.

The Site is intended for personal and non-commercial use of the User. All contents, such as but not limited to, information, software programs, audio files, text, graphics, icons, and images, contained within the Site are protected by copyright. Users are therefore expressly prohibited from modifying, distributing, transmitting, disclosing, publishing, marketing, licensing, copying, or using at any time for commercial purposes, or in any case for purposes other than personal use, the contents without the prior written consent of Chiesi.

12. Privacy Policy

We encourage you to read the Site's Privacy Policy, which contains information about how Chiesi collects and uses your personal data when you are using the Services and browsing the Site.

If you do not agree with how we use and transfer your data as set out in our Privacy Policy, please do not use the Site and the Services offered by Chiesi.

13. Changes

Chiesi reserves the right to periodically update and change the Site, including the layout, design, content, and functionality, without prior notice.

In addition, Chiesi reserves the right to periodically update and modify these Terms and other rules of the Site, in whole or in part, by notifying you of the changes by e-mail or by posting the new version on the Site. As such updates are periodic, we encourage you to periodically consult this page to become aware of such updates. Unless otherwise specified, all new Terms will automatically become effective 30 (thirty) days from the date of publication. Your continued use of the Site will constitute your implicit acceptance of the changes.

14. Assignment

You agree that Chiesi may assign these Terms (including in the event of a transfer of a business or business unit), and your acceptance constitute your prior consent to the assignment, provided that the assignment is made on the same terms or terms that are no less favorable to you. The User may not assign his/her account and the contractual relationship established based on the Terms to a third party.

15. Other provisions

If any provision of these Terms is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions of these Terms.

The section titles in these Terms are for convenience only and in no way limit or describe the meaning or content of any particular section.

The failure of Chiesi to exercise any of its rights shall not constitute a waiver of its right to take action against Users for breach of their obligations.

16. Applicable law and exclusive jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Italy. Consumers residing in Italy shall be subject to the mandatory provisions of the Italian Consumer Code. Any dispute arising from these Terms with Users who are not consumers shall be submitted to the exclusive jurisdiction of the Court of Parma. In particular, consumers shall always have the right to bring proceedings before the Court of their place of residence or domicile. Consumers may, however, at their option, bring an action before the Court of Parma, instead of that of their place of residence or domicile. Chiesi may only take legal action against a consumer in the court of the consumer's place of residence or domicile. In the event of a dispute between the User and Chiesi, the User is encouraged to first contact Chiesi by e-mail to find an alternative solution to the dispute.

As an alternative to judicial dispute resolution, the consumer may submit his/her complaint to the Online Out-of-Court Dispute Resolution Platform (European ODR Platform) (Art. 14(1) of EU Regulation 524/2013). For more information about the European ODR Platform or to file a complaint and initiate alternative dispute resolution procedures relating to this contract, you can use the following link: http://ec.europa.eu/odr.

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the User declares to have read and understood and expressly accepts the following provisions of these Terms: 6. User Liability and Limitation of Liability of Chiesi; 8. Indemnification; 9. Removal and/or suspension of Users' accounts; 10. Notification of infringements of intellectual property rights and other third party rights; 14. Applicable law and exclusive jurisdiction.

These Terms are updated to 28 February 2023.