Terms of Use

TERMS OF USE

THIS IS A LEGAL AGREEMENT. BY ACCESSING THIS WEB SITE OR USING ANY SERVICE PROVIDED HEREIN, YOU ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.

1. Parties. The parties to this Agreement are you, a visitor to or user of this web site ("You"), and the owner and operator of this web site: UBCELAA, Inc., a New York corporation ("CELAA"). All references to "us", "this web site" or "this site" shall be construed to mean CELAA. If the visitor to this web site is doing so on behalf of a corporation or other individual or entity, then "You" means you and the person or entity on whose behalf you are acting, and its officers, members, agents, successors and assigns.

2. Assent To Terms Of Use And Amendment. CELAA grants a non-exclusive, non-transferable, and revocable license to You and provides the services available at this site to You subject to the following terms and conditions. THESE TERMS AND CONDITIONS MAY BE AMENDED BY US FROM TIME TO TIME WITHOUT NOTICE TO YOU. YOU CAN REVIEW THE MOST CURRENT VERSION OF THE TERMS AND CONDITIONS AT ANY TIME AT THIS SITE. IN ADDITION, WHEN USING PARTICULAR SERVICES IN THIS SITE, GUIDELINES OR RULES MAY BE POSTED WHICH ARE APPLICABLE TO YOUR USE OF THOSE SERVICES. YOUR USE OF THIS SITE AND YOUR RELATIONSHIP WITH CELAA ARE SUBJECT TO ALL GUIDELINES OR RULES THAT MAY BE POSTED FROM TIME TO TIME ON THE SITE, WHICH ARE ALL INCORPORATED BY REFERENCE INTO THIS AGREEMENT. BY USING THIS SITE, YOU ARE AGREEING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE MOST CURRENT VERSION OF THE TERMS OF USE AGREEMENT AND ANY GUIDELINES AND RULES POSTED ON THIS SITE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT USE THIS SITE.

3. Entire Agreement. This Terms of Use Agreement will be expressly incorporated by reference in each and every agreement between You and CELAA, this Terms of Use Agreement supersedes any and all prior and existing agreements, whether oral or in writing, between You and CELAA, with respect to the subjects addressed herein and this Terms of Use Agreement constitutes the entire agreement between the parties with respect to those subjects. You acknowledge that neither CELAA nor anyone on CELAA's behalf has made any representations, inducements, promises or agreements, orally or otherwise, to You relating to the subjects addressed by this Terms of Use Agreement that are not embodied herein.

4. Prohibited Conduct. You agree:

(i) not to use this site to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;

(ii) not to interfere or disrupt this site or any networks connected to this site;

(iii) not to use any device, software or routine or attempt to interfere with the proper functioning of this site or any transactions being offered at this site;

(iv) not to take any action that imposes an unreasonable or disproportionately large load on this site's infrastructure;

(v) not to use this site to collect or harvest personal information, including, without limitation, financial information, about other participants at this site; and not to impersonate any person or entity or falsely state or otherwise misrepresent Your affiliation with a person or entity. You agree not to use the services, products, or downloads available at this site for illegal purposes, and to comply with all regulations, policies and procedures of networks connected to this site.

5. Compliance with Laws. You agree to comply with all applicable laws and regulations of the United States and foreign authorities (including, but not limited to United States trade restriction laws, export laws or license requirements and laws regarding the sale or transport of hazardous materials, and laws regarding the transmission of technical data, including without limitation encryption, exported from the United States through the services available at this site) relating to any service, product, or download associated with this site.

6. Separate License Agreement(s). You may acquire software and/or content from CELAA by download from this site, or otherwise directly from CELAA. You agree that your use of such software and/or content shall be strictly in accordance with the applicable license agreement(s).

7. Registration Data And Privacy. Registration may be required for you to download from this site, or for your participation in certain services offered at this site. You must provide certain current, complete, and accurate information about You as prompted to do so by the registration form ("Registration Data"), and maintain and update such registration information as required to keep such information current, complete and accurate. You warrant that your Registration Data is accurate and current, and that You are authorized to provide such Registration Data. You authorize us to verify your Registration Data at any time. If any Registration Data that You provide is untrue, inaccurate, not current or incomplete, CELAA retains the right, in its sole discretion, to suspend or terminate Your right to use this site and all related software or services. Registration Data and certain other information about You is subject to our Privacy Policy which may be accessed from the CELAA home page. Solely to enable CELAA to use information You supply us internally, so that we are not violating any rights You might have in that information, You grant to CELAA a nonexclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by CELAA computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (ii) combine the information with other content provided by CELAA, in each case by any method or means or in any medium whether now known or hereafter devised.

8. Registration By Children Under The Age of 13 Is Not Permitted. REGISTRATION IS NOT AVAILABLE TO CHILDREN UNDER THE AGE OF 13. IF A USER UNDER THE AGE OF 13 ATTEMPTS TO REGISTER WITH CELAA, WE SHALL NOTIFY THE USER THAT HE OR SHE IS NOT ELIGIBLE, AND WE SHALL NOT COLLECT OR USE ANY PERSONAL INFORMATION FROM SUCH CHILD.

9. Copyrights. The copyright in all material provided on this site is owned by CELAA or by CELAA's licensor(s). You acknowledge and agree that this site contains proprietary information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to You through this site, including text, graphics, logos, icons, images and software, and the arrangement and compilation of such content, are the property of CELAA or its content suppliers and is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. CELAA does not grant any license or authorization to any user of its copyrightable material or other intellectual property, by placing them on this site. Furthermore, except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of CELAA or the copyright owner. However, You may print a copy of the information on this site for Your personal, non-commercial internal use or records. In so doing, You may not modify the materials and You agree to retain all copyright and other proprietary notices contained in the materials. This permission does not give You any ownership rights in the information and terminates automatically if You breach any of these terms or conditions. If You make any other use of this site, except as otherwise provided herein, You may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to penalties.

10. Trademarks. The trademarks, service marks, and logos (the "Trademarks") used and displayed on this site are registered and unregistered Trademarks of CELAA and others. Nothing on this site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on this site, without the written permission of the Trademark owner. CELAA aggressively enforces its intellectual property rights to the fullest extent of the law.

11. Links. This site may provide links to other Internet sites. CELAA is not responsible for the availability of such other sites and does not endorse and is not responsible or liable for any content, products or other materials available on such other sites. Links to external web sites do not constitute an endorsement by CELAA of those sites or the sponsors of such sites or the content, products, advertising or other materials presented on such sites. Further, CELAA reserves the right to terminate any link or linking program at any time. CELAA does not author, edit or monitor these unofficial pages or links. You further acknowledge and agree that CELAA 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 use of or reliance on any information, goods or services available on or through any such site. If You decide to access any of the third party sites linked to this site, You do this entirely at Your own risk.

12. Participation In Promotions Of Advertisers. You may enter into correspondence with or participate in promotions of advertisers promoting their products or services on this site ("Advertisers"). You acknowledge and agree that any such correspondence or participation, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between You and Advertiser. CELAA shall have no liability, obligation or responsibility whatsoever arising out of or in connection with any such correspondence or participation or transactions

13. Monitoring. You acknowledge that CELAA or its designee reserves the right to, and may from time to time, monitor any and all activity or information transmitted or received through this site. CELAA, in its sole discretion and without further notice to You, may (but is not obligated to) review, censor or prohibit any activity or the transmission or receipt of any information which CELAA deems inappropriate or that violates any term or condition of this agreement. During monitoring, information may be examined, recorded, copied, and used for authorized purposes. Use of this site, authorized or unauthorized, constitutes consent to such monitoring. Unauthorized users of this site or users using this site for unauthorized uses will be prosecuted to the full extent of the law.

14. NO WARRANTIES. THIS SITE AND ALL INFORMATION CONTAINED ON THIS SITE, ALL GOODS AND SERVICES OBTAINED THROUGH THIS SITE, ARE PROVIDED ON AN "AS IS" BASIS FROM CELAA AND ITS INFORMATION PROVIDERS. CELAA AND ITS CONTENT PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO THIS AGREEMENT, THE PERFORMANCE UNDER THIS AGREEMENT, THE SERVICES AVAILABLE ON THIS SITE, THE OPERATION OF THE SOFTWARE AVAILABLE ON THIS SITE, THE TRANSACTIONS PERFORMED ON THIS SITE, OR THE INFORMATION, CONTENT, MATERIALS AND/OR PRODUCTS INCLUDED ON THIS SITE TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW. EACH OF CELAA AND CELAA'S CONTENT PROVIDERS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AMD WARRANTIES OF TITLE AND NONINFRINGEMENT. YOU ACKNOWLEDGE THAT THIS SITE IS NOT ENGAGED IN PROVIDING PROFESSIONAL LEGAL SERVICES OR LEGAL ADVICE, AND THAT IT IS YOUR RESPONSIBILITY TO SEEK COMPETENT LEGAL COUNSEL TO ADVISE YOU REGARDING THE APPLICABILITY OF ANY CONTENT AVAILABLE ON THIS SITE TO SPECIFIC FACTUAL SITUATIONS. NO ATTORNEY-CLIENT RELATIONSHIP IS INTENDED NOR CREATED THROUGH YOUR USE OF THIS SITE OR THE CONTENT. YOU ASSUME THE ENTIRE RISK OF SELECTION AND USE OF THE CONTENT AVAILABLE AT THIS SITE. WITHOUT LIMITING THE FOREGOING, NONE OF CELAA NOR CELAA'S CONTENT PROVIDERS MAKES ANY WARRANTY THAT:

(i) THE GOODS OR SERVICES OFFERED ON THIS SITE WILL MEET YOUR REQUIREMENTS.

(ii) THE GOODS OR SERVICES OFFERED ON THIS SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,

(iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE GOODS OR SERVICES WILL BE ACCURATE OR RELIABLE,

(iv) THE CONTENT OR INFORMATION AVAILABLE ON THIS SITE IS COMPLETE, ACCURATE OR AVAILABLE, OR

(v) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CELAA OR THROUGH THIS SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

15. LIMITED LIABILITY. CELAA AND ALL OF CELAA'S CONTENT PROVIDERS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS AND AFFILIATES SHALL NOT BE LIABLE FOR ANY LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS AND WHETHER OR NOT THEY HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST YOU. 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 THE GOODS OR SERVICES PROVIDED ON THIS SITE OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. YOU FURTHER AGREE IF YOU BECOME ENTITLED TO ANY RECOVERY, THAT YOUR RECOVERY SHALL BE LIMITED TO THE AMOUNT OF FEES OR PAYMENTS MADE TO CELAA, IF ANY, FOR THE SERVICE, SOFTWARE OR CONTENT AT ISSUE.

16. Indemnity. You shall indemnify, defend, and hold harmless CELAA and its content providers and their respective shareholders, affiliates, employees, agents, members, officers, successors, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that they may sustain or incur arising from:

(i) Your use of the software available at or downloaded from this site,

(ii) Your failure to comply with any applicable laws and regulations (including without limitation those regarding the export of products or technology abroad) or to obtain any licenses or approvals from the appropriate government agencies necessary to purchase or sell the subject goods and services,

(iii) Your use of the content available on this site in any way contrary to this agreement,

(iv) Your breach of any of Your representations, warranties or obligations set forth in this agreement,

(v) The sale, purchase, transportation, delivery, use or disposal of any CELAA service, product, or download associated with this site or available through sites or any loss suffered by or harm to any person or property in any way relating to or caused in whole or in party by Your use of this site or any service, product, or download associated with this site (including, without limitation, any personal injuries or death of any third person caused in whole or in part by such products or services or the use, transportation, delivery, storage, handling or release thereof), and

(vi) Any taxes attributable to the relating to any service, product, or download associated with this site.

17. Beneficiaries of this Agreement. The rights and limitations in this agreement are for the benefit of CELAA and each of CELAA's content providers, each of which shall have the right to enforce its rights hereunder directly and on its own behalf.

18. Termination. You agree that CELAA may, at its sole discretion, deny You access to the site and disable any user name and password associated with You for any reason, including, without limitation, if CELAA believes that You have violated or acted inconsistently with the letter or spirit of this agreement. CELAA reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the services offered under this site (or any part thereof) with or without notice. You agree that CELAA shall not be liable to You or to any third party for any modification, suspension or discontinuance of products or services offered under this site.

19. Consumer Rights. CELAA maintains specific contact information including an e-mail address for notifications of complaints and for inquiries regarding pricing policies. All correspondence should be addressed to CELAA's agent for notice at the following address:

Notification of Consumer Rights Complaint or Pricing Inquiry:

UBCELAA, INC.

c/o Executive Director

Center for Entrepreneurial Leadership

Jacobs Executive Development Center

672 Delaware Avenue

Buffalo, NY 14209

Telephone: 716-885-1335

Facsimile: 716-886-2959

You may contact CELAA with complaints and inquiries and CELAA will investigate those matters and respond to those inquiries.

20. Controlling Law. This agreement shall be construed under the laws of the State of New York, USA, excluding rules regarding conflicts of law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly denied.

21. Jurisdiction And Venue. You and CELAA agree to submit to the exclusive personal jurisdiction of the courts sitting in Erie County in the State of New York, USA, in all legal proceedings arising under this Agreement.


Privacy Policy:

Privacy Statement.

UBCELAA, Inc. doing business as CELAA, a New York corporation ("CELAA"), operates this CELAA web site. CELAA regards the privacy and security of user information as a critical component of the service that we offer to our users. The following information explains our information gathering and dissemination practices.

Registration.

You may be required to register in order to be granted access to certain services and/or products at this web site. At the time of registration, you may be prompted by one of our online forms to provide certain personal information to us, including your name, company name, and e-mail address ("Registration Data").

Registration Data.

We use Registration Data to send you information about our company and service and to keep you informed of enhancements and complementary products in which you might be interested. We also use Registration Data to tailor our web site to our particular needs. We use demographic and profile information to tailor your experience at our site, showing you the content that we think you might be interested in as well as displaying the content according to your preferences. You may choose to stop receiving future communications from us. Please see the Opt-Out and Discontinue Section below. We share Registration Data only with the partner or affiliate who referred you to this web site. Please note that the privacy practices of our partners and affiliates are not covered by this Privacy Policy, and we are not responsible for the privacy practices or the content of such partners or affiliates. You should be careful to review any privacy policies of such partners or affiliates before registration at this web site.

Cookies.

Cookies are pieces of information that a web site transfers to your computer's hard disk for record-keeping purposes. Cookies in and of themselves do not personally identify users, although they do identify a user's computer. Most browsers are initially set up to accept cookies. If you'd prefer, you can set your browser to refuse cookies. However, you may not be able to take full advantage of our web site if you do so. We use cookies to credit your referral to a partner or affiliate who referred you to our web site. We also use cookies to collect demographic and profile data for purposes of delivering content specific to your interests. Advertisers that display ads on our site may also use cookies. CELAA does not have access to the information obtained from those cookies.

IP Addresses.

IP addresses are used by your computer every time you are connected to the Internet. Your IP address is a number that is used by computers on the network to identify your computer. IP addresses are automatically collected by our web server as part of demographic and profile data known as "traffic data" so that data (such as the Web pages you request) can be sent to you. CELAA will not use your IP address to attempt to identify your personal information.

Referrers.

A Referrer is the information passed along by a web browser that references the Web URL you linked from, and is automatically collected by our web server as "traffic data". We use traffic data to credit your referral to a partner or affiliate who referred you to our web site. This information may also be used by CELAA to identify broad demographic trends that may be used to provide information tailored to your interests. You will not be personally identified from this information.

System Information.

System information we collect as part of "traffic data" includes time, the type of web browser being used, the operating system/platform, and CPU speed. This information is sent automatically by your web browser when you are connected to a web site. This information is used by CELAA in identifying broad demographic trends and may be used to provide information appropriate for your computer system. You will not be personally identified from this information.

Sharing of Information.

CELAA feels strongly that your personally identifying data should only be seen by you, unless you authorize us to share it with others. Except as provided in this privacy Policy, no data or information which personally identifies you will be shared with anyone. Some of your information may be shared on an aggregate basis only, as a part of a larger set of statistics (for example, statistics that indicate the percentage of our members that are female), but that information will not be sufficient to permit the recipient to identify you. Notwithstanding the foregoing, CELAA will only disclose personally identifiable data without your permission in the following limited circumstances:

(i) if CELAA is required to do so by law, or

(ii) if CELAA has the good faith belief that such action is necessary to conform to applicable laws or comply with legal process served on CELAA, or to protect and defend the rights or property of CELAA or another subscriber or to enforce the Terms of Use.

Children Under Age of Thirteen.

We do not collect any registration information from users who indicate they are under the age of thirteen (13). If a user under the age of thirteen (13) attempts to register with CELAA, CELAA notifies the user that he or she is not eligible to become a member of CELAA's service and we do not collect or use any personal information from that child.

Security.

Information collect by CELAA is stored in secure operating environments that are not available to the public. All of our employees and contractors are dedicated to maintaining and upholding your privacy and security and are aware of our privacy and security policies. Unfortunately, no data transmission over the Internet can be guaranteed 100% secure. As a result, while we strive to protect your personal information within our systems, CELAA cannot ensure or warrant the security of any information you transmit to us, and you do so at your own risk.

Other Web Sites and Links.

This web site contains links to other web sites, and our partners and affiliates may also have links on this web site and/or provide links to this web site. Please note that the privacy practices of those other web sites and of our partners and affiliates are not covered by this Privacy Policy, and we are not responsible for the privacy practices or the content of such web sites, partners, or affiliates. You should be careful to review any privacy policies of such web sites, partners, or affiliates.

Opt-Out and Discontinue.

Subscribers may elect to opt-out and to discontinue receiving future communications from us through making the appropriate changes to your personal subscriber account at this web site. In addition, you may elect to avoid future communications from CELAA by sending us and e-mail at ____________________________________ indicating your Username and e-mail address and requesting to opt-out and discontinue future communications. Notwithstanding the foregoing, even if you have opted-out, under urgent circumstances, we reserve the right to send you information about the service of your account, but we will not send you unsolicited communications regarding any general information regarding this web site or commercial offers or advertisements if you have opted out or discontinued such communications.

Contact Us.

If you have any questions regarding this Privacy Policy, the practices of CELAA, or your dealings with our web site, please contact us at:

UBCELAA, Inc.

c/o Executive Director

Center for Entrepreneurial Leadership

Jacobs Executive Development Center

672 Delaware Avenue

Buffalo, NY 14209

Telephone: 716-885-1335

Facsimile: 716-886-2959

Modification of Privacy Policy by CELAA.

CELAA reserves the right to change or update this Privacy Policy at any time by posting a notice that we are changing our Privacy Policy.

Last Update: December 1, 2005.

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