Terms of Use

Agreement Between Website User and THE MBA EXCHANGE, LTD.

The MBAEXCHANGE.COM website (“MBAEXCHANGE.COM”) is owned, operated, and maintained by THE MBA EXCHANGE, LTD. (“THE MBA EXCHANGE”).

ACCEPTANCE OF TERMS

MBAEXCHANGE.COM is offered to you conditioned on your acceptance, without modification,of the terms, conditions, and notices contained herein. By using the MBAEXCHANGE.COM site and/or engaging THE MBA EXCHANGE for the performance of any services for you, you are agreeing to all such terms and conditions. Your use of a particular section of the MBAEXCHANGE.COM site included within the MBAEXCHANGE.COM site may also be subject to additional terms as set forth in such section (“Additional Terms”). In the event that any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within any particular section of the MBAEXCHANGE.COM site, then the terms contained herein shall control.

WEBSITE LICENSE AND ACCESS

THE MBA EXCHANGE grants you a limited, non-exclusive, revocable license to access and make personal use of the MBAEXCHANGE.COM site but not to download (other than page caching) or modify it, or any portion of it, except with the prior express written consent of THE MBA EXCHANGE. Personal use includes non-commercial use of the services provided by THE MBA EXCHANGE as agreed upon by and between you and THE MBA EXCHANGE but does not include any derivative use of this site or its contents or any use of data mining, robots, or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any trademark, logo, or other Proprietary Material, as defined below, of THE MBA EXCHANGE and/or its affiliates without express written consent of THE MBA EXCHANGE. You may not use any meta tags or any other text utilizing THE MBA EXCHANGE’s name, trademarks or other Proprietary Material without the express written consent of THE MBA EXCHANGE. Any unauthorized use terminates the permission or license granted by THE MBA EXCHANGE. You are granted a limited,revocable, and non-exclusive right to create a hyperlink to the home page of THE MBA EXCHANGE (WWW.MBAEXCHANGE.COM) so long as the link does not portray THE MBA EXCHANGE, its affiliates, or their content, products, or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any THE MBA EXCHANGE logo or other proprietary graphic or trademark as part of the link without express written permission of THE MBA EXCHANGE.

PROPRIETARY MATERIAL, OWNERSHIP RIGHTS, AND USE

For purposes of this Terms of Use, the term “Proprietary Material” shall mean all of THE MBA EXCHANGE’s customer lists, customer information, supplier lists, financial information, contractual information, logos, designs, pricing information, cost information, profit information, internal business organization information, marketing, business and expansion plans and concepts or other business information, research and development, intellectual property (including but not limited to THE MBA EXCHANGE’s copyrights, trademarks, patents, and trade secrets), technologies, processes and methods and all written and oral information concerning any of the preceding available on the MBAEXCHANGE.COM site. You acknowledge and agree that THE MBA EXCHANGE has the exclusive copyright, trademark, patent, proprietary, industrial, ownership and use rights to all the Proprietary Material throughout the world, whether such rights currently exist or are recognized in the future, and in all media and languages, whether now or subsequently existing, including but not limited to: (a) all technical data or other written or oral disclosures concerning any Proprietary Material and/or the design, functionality and specifications of any Proprietary Material; (b) all know-how, techniques or processes concerning the Proprietary Material; (c) all future modifications to or improvements of Proprietary Material; (d) all derivative works based on or know-how, inventions or technology developed from any Proprietary Material and/or information derived from the Proprietary Material; and (e) all rights to exploit Proprietary Material commercially. All trademarks and other marks indicated on the MBAEXCHANGE.COM site are trademarks or registered trademarks of THE MBA EXCHANGE, or its subsidiaries, parents and affiliates, in the United States and other countries. THE MBA EXCHANGE’s trademarks may not be used in connection with any product or service that is not THE MBA EXCHANGE’s, in any manner that is likely to cause confusion among the relevant demographic community, or in any manner that disparages or discredits THE MBA EXCHANGE. All other trademarks not owned by THE MBA EXCHANGE or its subsidiaries that appear on this site are the property of the respective owners, who may or may not be affiliated with, connected to, or sponsored by THE MBA EXCHANGE or its subsidiaries. All THE MBA EXCHANGE proprietary website content that is made publicly available to view and/or download in connection with the MBAEXCHANGE.COM site, including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, (“Content”) and software (“Software”), is owned by and is the copyrighted work of THE MBA EXCHANGE and/or its suppliers and is protected by United States copyright laws and international treaty provisions. The compilation of all THE MBA EXCHANGE proprietary content on the MBAEXCHANGE.COM site is the exclusive property of THE MBA EXCHANGE and is protected by United States copyright laws and international treaty provisions. All Software used on this site is the property of THE MBA EXCHANGE and/or its software suppliers and is protected by United States copyright laws and international treaty provisions. Any reproduction or redistribution of THE MBA EXCHANGE proprietary Content and/or Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE CONTENT OR SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

NON-DISCLOSURE

You specifically agree that you shall: (a) hold the Proprietary Material in trust solely for THE MBA EXCHANGE’s benefit and use; (b) not directly or indirectly sell, alienate, transfer, assign, disclose or divulge Proprietary Material to any person or entity without THE MBA EXCHANGE’s prior written permission; (c) allow solely those individuals who are in your employment as officers or executive level employees and who have a specific “need-to-know” to maintain or have access to Proprietary Material; (d) keep all documents and information which it receives concerning Proprietary Material segregated in a retention area designed solely for such Proprietary Material and restricted in access as aforesaid; and (e) not directly or indirectly use Proprietary Material or any information relating to Proprietary Material for the benefit of any individual, business, profession, partnership, corporation, joint venture or other endeavor including itself, nor in any way utilize or exploit any Proprietary Material commercially, nor prepare any design or derivative work from or develop any know-how, inventions or technology predicated on any Proprietary Material. You acknowledge that if you breach any of your obligations under this NON-DISCLOSURE provision, such breach will cause damage of an irreparable and continuing nature to THE MBA EXCHANGE, for which money damages alone will not provide adequate relief. Therefore, in addition to all appropriate money damages, THE MBA EXCHANGE is entitled to obtain injunctive relief (including but not limited to a temporary restraining order) to prohibit your continuing breach of the terms of this Terms of Use. THE MBA EXCHANGE shall have the right to obtain such relief without having to prove any damages or post any bond.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of MBAEXCHANGE.COM site, you will not use MBAEXCHANGE.COM site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use MBAEXCHANGE.COM site in any manner which could damage, disable, overburden, or impair the MBAEXCHANGE.COM site (or the network(s) connected to the MBAEXCHANGE.COM site) or interfere with any other party’s use and enjoyment of the MBAEXCHANGE.COM site. You may not attempt to gain unauthorized access to the MBAEXCHANGE.COM site, other accounts, computer systems or networks connected to the MBAEXCHANGE.COM site, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the MBAEXCHANGE.COM site. You may not utilize reverse engineering, disassembly or any other means to develop a product, database, list, process, software or business plan based on any Proprietary Material.

MODIFICATION OF THESE TERMS OF USE

THE MBA EXCHANGE reserves the right to modify these Terms of Use under which the MBAEXCHANGE.COM site are offered. You are responsible for regularly reviewing these terms and conditions and Additional Terms posted on other sections of MBAEXCHANGE.COM site. Your continued use of the MBAEXCHANGE.COM site constitutes your agreement to all such terms and conditions.

TERMINATION/ACCESS RESTRICTION

THE MBA EXCHANGE reserves the right, to terminate or limit your access to any or all of the MBAEXCHANGE.COM site and related services (including but not limited to access to MBAEXCHANGE.COM site electronic mail) or any portion thereof at any time, without notice, if you violate any terms in this Terms of Use or any Additional Terms set forth in any section of the MBAEXCHANGE.COM site.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the Service Provider’s Designated Agent. Send notifications to: Michael B. Sadoff Esq. Much Shelist c/o THE MBA EXCHANGE, LTD 200 N. LaSalle Street, Suite 2100 Chicago, Illinois 60601

The MBAEXCHANGE.COM site may contain links to third party websites (“Linked Sites”). The Linked Sites are not under the control of THE MBA EXCHANGE and THE MBA EXCHANGE is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. THE MBA EXCHANGE is not responsible for webcasting or any other form of transmission received from any Linked Site nor is THE MBA EXCHANGE responsible if the Linked Site is not working appropriately. THE MBA EXCHANGE is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by THE MBA EXCHANGE of the site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites. Any dealings with third parties (including advertisers) included within the MBAEXCHANGE.COM site or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. THE MBA EXCHANGE shall not be responsible or liable for any part of any such dealings or promotions.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE INFORMATION INCLUDED IN OR AVAILABLE THROUGH THE MBAEXCHANGE.COM SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE MBAEXCHANGE.COM SITE AND TO THE INFORMATION THEREIN. THE MBA EXCHANGE AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE MBAEXCHANGE.COM SITE AT ANY TIME. THE MBA EXCHANGE AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY OR TIMELINESS OF THE INFORMATION CONTAINED WITHIN THE MBAEXCHANGE.COM SITE FOR ANY PURPOSE. ALL SUCH INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE MBA EXCHANGE AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT. YOU SPECIFICALLY AGREE THAT THE MBA EXCHANGE SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED THROUGH THE MBAEXCHANGE.COM SITE. YOU SPECIFICALLY AGREE THAT THE MBA EXCHANGE IS NOT RESPONISIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT THE MBA EXCHANGE IS NOT RESPONISIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN THE MBAEXCHANGE.COM SITE BY ANY THIRD PARTY. IN NO EVENT SHALL THE MBA EXCHANGE AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR YOUR USE OF THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT CONTAINED IN SUBMISSIONS OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS, LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE MBAEXCHANGE.COM SITE, WITH THE DELAY OR INABILITY TO USE THE MBAEXCHANGE.COM SITE OR RELATED SERVICES (RESULTING FROM INCREASED INTERNET TRAFFIC, TECHNOLOGICAL MALFUNCTION, OR ANY OTHER REASON), THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE MBAEXCHANGE.COM SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE MBA EXCHANGE OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE MBAEXCHANGE.COM SITE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE MBAEXCHANGE.COM SITE.

INDEMNIFICATION

You will defend, indemnify and hold harmless THE MBA EXCHANGE and its successors, assigns, subsidiaries and affiliates (collectively the “Indemnitees”), on demand, from any liabilities and expenses, including but not limited to attorneys’ and accountants’ fees, investigation costs, travel costs, transcript costs, disbursements, settlement amounts, judgments, lost profits, lost business opportunities, fines or penalties, which any Indemnitees incur in connection with, in settlement of or resulting from any claims, actions, suits or proceedings (whether civil, criminal, administrative or investigative, including all associated appeals) which involve or threaten any Indemnitees, as parties or otherwise, that are in any way based upon or associated with your failure to satisfy any obligations set forth in this Terms of Use.

APPLICABLE LAW

The validity, construction, and performance of this Agreement shall be governed by, and interpreted in accordance with the internal laws (and not the laws of conflict) of the State of Illinois and of the United States of America.

ARBITRATION

Except for injunctive relief, any controversy or claim arising out of or relating to this Terms of Use, the breach thereof or the relationship of the parties, including any claim or contro versy as to the arbitrability of any claim or controversy and any claim for rescission, which the parties are unable to resolve after using their best efforts to resolve, shall be settled by arbitration by a panel of one impartial arbitrator in Chicago, Illinois in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrators shall be chosen as follows: Each party shall jointly select an arbitrator. In the event that the parties are unable to jointly select an arbitrator, then the parties’ counsel shall be charged with selecting an acceptable arbitrator. The arbitrator shall have no less than two years experience in the Internet industry. No person shall be appointed an arbitrator if the person has a conflict between his personal, business or employment interests and the interests of the parties in their business or the protection of their Confidential Information. Arbitration shall be conducted in accordance with the Federal Rules of Civil Procedure of the United States of America, including the availability of discovery, and the Federal Rules of Evidence of the United States of America, and any party to the arbitration shall be entitled, upon motion, to a protective order restricting the use and disclosure of its Confidential Information or to maintain confidentiality and secrecy of the arbitration proceeding itself. In all circumstances, arbitration shall be conducted on an individual, not a class-wide, basis. Judgment upon the award rendered by the arbitrator may be entered and enforced in any court having jurisdiction thereof.

DISCLOSURE, SEVERABILITY AND SURVIVAL

THE MBA EXCHANGE reserves the right to disclose any personal information about you or your use of the MBAEXCHANGE.COM site without your prior permission if THE MBA EXCHANGE has a good faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process; (2) protect and defend the rights or property of THE MBA EXCHANGE or its affiliated companies; (3) enforce the Terms of Use; or (4) act to protect the interests of its users. THE MBA EXCHANGE’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of THE MBA EXCHANGE’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the MBAEXCHANGE.COM site or information provided to or gathered by THE MBA EXCHANGE with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Your non-disclosure obligations under this Terms of Use shall survive and continue until said Proprietary Material becomes part of the public domain, through no fault of yours, in which case, your non-disclosure obligations shall cease as concerns solely that portion of Proprietary Material which so becomes part of the public domain.

LANGUAGE

It is the express will of the parties that this agreement and all related documents have been drawn up in English.

ENTIRE AGREEMENT

Unless otherwise specified herein, this Terms of Use constitutes the entire agreement between the user and THE MBA EXCHANGE with respect to the MBAEXCHANGE.COM site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and THE MBA EXCHANGE with respect to the MBAEXCHANGE.COM site.

ELECTRONIC RECORDS AND COMMUNICATIONS

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