Launch NY Website Terms of Use

Launch New York, Inc. (“Launch NY”) is a 501(c)(3) venture development organization whose mission is to identify, support and invest in high-growth, high-impact companies and catalyze the entrepreneurial culture to drive job and wealth creation in the 27 westernmost counties of Upstate New York.

Agreement between you and Launch NY

Welcome to http://www.launchny.org/.  The http://www.launchny.org/ website (the “Site”) is comprised of various web pages operated by Launch NY.  The Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”).  Your use of the Site constitutes your agreement to all such Terms. Please read these terms carefully, and you may choose to keep a copy of them for your reference.

These Terms are subject to change by Launch NY, without notice.  Launch NY may change or make improvements to the Site, including in any products, services, features, and programs that may be offered, without notice to you.  Launch NY also reserves the right to suspend or terminate the Site, at any time, without notice or liability to you or any third parties.  The most current version of the Terms will supersede all previous versions.  Launch NY encourages you to periodically review the Terms to stay informed of our updates.

These Terms are not intended and are not to be construed to amend, modify, or supersede any other terms agreed to and accepted by you in connection with any other services offered by Launch NY.

Privacy

Your use of the Site is subject to Launch NY’s privacy policy. Please review our privacy policy, which also governs the Site and informs users of our data collection practices.

No Unlawful or Prohibited Use / Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use the Site strictly in accordance with these Terms.  As a condition of your use of the Site, you warrant to Launch NY that you will not use the Site for any purpose that is unlawful or prohibited by these Terms.  You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site.  You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site, including, but not limited to, using software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology or manual work) to scrape the Site or otherwise copy data from the Site.

All content included as part of the Site, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Launch NY or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Launch NY Site content is not for resale.  Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content.  You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Launch NY and the copyright owner.  You agree that you do not acquire any ownership rights in any protected content.  We do not grant you any licenses, express or implied, to the intellectual property of Launch NY or our licensors except as expressly authorized by these Terms.

Use of Communication Services

The Site may contain chat areas, news groups, forums, communities, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”).  You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.

By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.

Launch NY has no obligation to monitor the Communication Services.  However, Launch NY reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion.  Launch NY reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Launch NY reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Launch NY’s sole discretion.

Launch NY advises you to always use caution when giving out any personally identifying information about yourself or others in any Communication Service.  Launch NY does not control or endorse the content, messages or information found in any Communication Service and, therefore, Launch NY specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Launch NY spokespersons, and their views do not necessarily reflect those of Launch NY.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination.  You are responsible for adhering to such limitations if you upload the materials.

Materials provided to Launch NY or posted on any Launch NY web page

Launch NY does not claim ownership of the materials you provide to Launch NY through the Site (including feedback and suggestions) or post, upload, input or submit to any Launch NY Site or our associated services (collectively “Submissions”).  However, by posting, uploading, inputting, providing or submitting your Submission you are granting Launch NY, our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein.  Launch NY is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Launch NY’s sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

International Users

The Site is controlled, operated and administered by Launch NY from our offices within the USA.  If you access the Site from a location outside the USA, you are responsible for compliance with all local laws.  You agree that you will not use the Launch NY Site in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

To the fullest extent permitted by law, and except to the extent arising from Launch NY’s negligence, recklessness, gross negligence or intentional misconduct, you agree to indemnify, defend, and hold Launch NY and its affiliates, officers, directors, shareholders, parents, subsidiaries, employees, consultants, agents, third party service providers, licensors and licensees harmless from any and all third party claims, liability, damages and/or costs (including, but not limited to reasonable attorneys’ fees and disbursements) arising from (a) a third party claim, action or allegation of infringement, misuse or misappropriation based on information, data, files or other material submitted by you to Launch NY; (b) any fraud, manipulation or other breach of these Terms by you; (c) any third party claim, action or allegation brought against Launch NY arising out of or relating to a dispute with you relating to your purchase, sale or use of any goods or services; (d) your violation of any law or the rights of a third party; or (e) your use of the Site or the use of your account information by any third party who obtained access to that information through no fault of ours.  Launch NY reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Launch NY in asserting any available defenses.  You will not settle any action or claims on Launch NY’s behalf without the prior written consent of Launch NY.

Liability Disclaimer

THE SITE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE,” AND LAUNCH NY MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO THE SITE (INCLUDING, WITHOUT LIMITATION, THE PERFORMANCE, AVAILABILITY, CONTENTS OR FUNCTIONS OF THE SITE) OR RELATING TO ANY PRODUCTS, SERVICES, ADVERTISEMENTS, OR WEBSITES ACCESSED OR OBTAINED THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS AND TITLES, AS WELL AS ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE.  YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE SITE (INCLUDING ANY ASSOCIATED SOFTWARE OR OTHER MATERIALS SUPPLIED IN CONNECTION WITH THE SITE) SHALL BE FOR LAUNCH NY TO USE COMMERCIALLY REASONABLE EFFORTS TO PERFORM AN ADJUSTMENT OR REPAIR OF THE SITE, AND TO CREDIT YOUR ACCOUNT FOR ANY INCORRECT CHARGES BILLED TO YOU THROUGH OUR ERROR.

YOU UNDERSTAND THAT IN NO EVENT WILL LAUNCH NY OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS, LICENSEES, EMPLOYEES, CONSULTANTS, OR THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT (OTHER THAN REFUNDS OR CREDITS), CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS LAUNCH NY’S PROVISION OF THE SITE, THE INABILITY TO USE THE SITE OR RESULTING FROM ANY OTHER SERVICES OR MERCHANDISE PURCHASED OR OBTAINED, MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SITE, EVEN IF LAUNCH NY OR ANY RELATED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE FULLEST EXTENT PERMITTED BY LAW.  IN ANY EVENT, THE AGGREGATE LIABILITY OF LAUNCH NY AND ANY THIRD PARTY SERVICE PROVIDERS UNDER THESE TERMS SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00).

Termination / Access Restriction

Launch NY reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice.  Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Launch NY as a result of this agreement or use of the Site.  Launch NY’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Launch NY’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Launch NY with respect to such use.

Arbitration

YOU AND LAUNCH NY AGREE THAT AT THE REQUEST OF EITHER YOU OR US ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS SHALL BE RESOLVED BY INDIVIDUAL ARBITRATION ONLY, EXCEPT THAT ANY DISPUTE OR CLAIM THAT MAY BE BROUGHT IN SMALL CLAIMS COURT OR ANY CLAIM THAT CANNOT BE ARBITRATED UNDER APPLICABLE LAW SHALL NOT BE SUBJECT TO ARBITRATION.  ANY SUCH ARBITRATION SHALL BE THE PARTIES’ SOLE AND EXCLUSIVE REMEDY.  BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT ANY SUCH DISPUTE WILL BE DECIDED BY A NEUTRAL THIRD PARTY OUTSIDE OF COURT AND THAT YOU ARE WAIVING THE RIGHTS TO SUE IN A COURT OF LAW AND TO HAVE A JURY TRIAL REGARDING SUCH DISPUTE.  The arbitration will be administered by the American Arbitration Association under its then current Commercial Arbitration Rules.  The arbitrator shall not have the authority to join or combine the claims of more than one person or to hear or decide any class, collective or representative action of any kind against Launch NY or you.  The award of the arbitrator shall be final and binding and judgment on it may be entered in any court of competent jurisdiction.  The arbitration shall take place in Buffalo, New York.  You and Launch NY shall pay their own filing and legal fees and other expenses, unless provided otherwise by law.  The interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act.  This provision shall survive any termination of these Terms.

Waiver of Right to Jury Trial

YOU AND LAUNCH NY WAIVE THE RIGHT TO A JURY TRIAL IN ANY DISPUTE OR CLAIM BETWEEN YOU AND US THAT PROCEEDS IN COURT, WHETHER OR NOT ARISING FROM OR RELATED TO THESE TERMS, AND AGREE THAT THE DISPUTE OR CLAIM WILL BE HEARD AND DECIDED ONLY BY A JUDGE.  This provision shall survive any termination of these Terms.

Waiver of Class, Collective and Representative Actions

YOU AND LAUNCH NY WAIVE THE RIGHT TO COMMENCE, BE A PARTY TO, JOIN OR BE AN ACTUAL OR PUTATIVE CLASS MEMBER OF ANY CLASS, COLLECTIVE OR REPRESENTATIVE ACTION OF ANY KIND IN ANY FORUM, INCLUDING IN COURT AND ARBITRATION, ARISING FROM OR RELATED TO THESE TERMS.  This provision shall survive any termination of these Terms.

Miscellaneous

Governing Law. These Terms will be construed and interpreted in accordance with the federal laws of the United States of America and the applicable laws of the State of New York, without reference to its conflict of laws rules.

Severability. If any portion of these Terms is held to be invalid or otherwise unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be invalidated or otherwise affected.

Headings. Headings are for reference only and in no way define, limit, construe or describe the scope or extent of such section.

Waiver. Launch NYs failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

Contact Us

Launch NY welcomes your questions or comments regarding the Terms:

77 Goodell Street, Suite 201

Buffalo, New York 14203

716-881-8006

info@LaunchNY.org

Effective as of June 6, 2018.

Doc #01-3122820.1