Cerny & Associates

Terms and Conditions of Use

April 4, 2006

YOUR USE OF THIS WEB SITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE.

This Web site, including all of its features and content (the “Web Site”) is a service made available by Cerny & Associates, Inc. (“Provider”) and all content, information, and services (“Content”) may be used solely under the following terms and conditions (“Terms of Use”).

1. Web Site Limited License. As a user of this Web Site you are granted a nonexclusive, nontransferable, revocable, limited license to access and use this Web Site and Content in accordance with these Terms of Use. Provider may terminate this license at any time for any reason.

2. Limitations on Use. The Content on this Web Site is for your personal and noncommercial use only and not for commercial exploitation. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from this Web Site or the Content. Nor may you use any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities or users. You may not use any robot, spider, other automatic software or device, or manual process to monitor or copy our Web Site or the Content without Provider’s prior written permission. You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of this Web Site, except to the extent permitted above. You may not use or otherwise export or re-export this Web Site or any portion thereof, or the Content in violation of the export control laws and regulations of the United States of America. Any unauthorized use of this Web Site or its Content is prohibited. The accuracy, completeness, adequacy or currency of the Content is not warranted or guaranteed. Your use of Content on this Web Site or materials linked from this Web Site is at your own risk.

3. Intellectual Property Rights. Except as expressly provided in these Terms of Use, nothing contained herein shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights. You agree that the Content and Web Site are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

4. Digital Millennium Copyright Act – Notification of Alleged Copyright Infringement. Provider has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the "Act") and avails itself of the protections under the Act. Provider reserves the right to remove any Content that allegedly infringes another person's copyright. Notices to Provider regarding any alleged copyright infringement should be directed to the Cerny & Associates, Inc at 880 Weston Hills Drive, Brookfield, WI 53045, 262-792-1060 Attn: jcerny@execpc.com.

5. Linking to this Web Site. You may provide links only to the homepage of this Web Site, provided (a) you do not remove or obscure, by framing or otherwise, any portion of the homepage, including its advertisements, the terms of use, the copyright notice, or other notices on this Site, (b) you give Provider notice of such link by sending an e-mail to jcerny@execpc.com and (c) you discontinue providing links to this Web Site if requested by Provider. If you wish to provide links to a section within this Web Site, you should forward your request to Provider at jcerny@execpc.com and Provider will notify you if permission is granted, and if so the terms and conditions of the permission.

6. License of Your Content to Provider. By uploading content to or submitting any materials for use on this Web Site, you grant (or warrant that the owner of such rights has expressly granted) Provider a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right and license, with right to sublicense, to use, reproduce, modify, adapt, publish, publicly perform, publicly display, digitally display and digitally perform, translate, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed throughout the universe. You agree that you shall have no recourse against Provider for any alleged or actual infringement or misappropriation of any proprietary right in your communications to us.

7. No Solicitation. You shall not distribute on or through this Web Site any content or material containing any advertising, promotion, solicitation for goods, services or funds or solicitation for others to become members of any enterprise or organization without the express written permission of the Provider. Notwithstanding the foregoing, you shall not solicit via e-mail, phone, or fax the Provider or any employee, member or supplier under contract with the Provider. In no event may any person or entity solicit anyone with data retrieved from this Web Site.

8. Advertisers. This Web Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on this Web Site is accurate and complies with applicable laws. Provider will not be responsible for the illegality of or any error or inaccuracy in advertisers’ or sponsors’ materials or for the acts or omissions of advertisers and sponsors.

9. Errors and Corrections. Provider does not represent or warrant that this Web Site or the Content will be error-free, free of viruses or other harmful components, or that defects will be corrected or that it will always be accessible. Provider does not warrant or represent that the Content available on or through this Web Site will be correct, accurate, timely, or otherwise reliable. Provider may make improvements and/or changes to its features, functionality or Content at any time.

10. Third Party Content. Third party content may appear on this Web Site or may be accessible via links from this Web Site. Provider shall not be responsible for and assumes no liability for any infringement, mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content contained in any third party content appearing on this Web Site. You understand that the information and opinions in the third party content is neither endorsed by nor does it reflect the belief of Provider.

11. DISCLAIMER. THIS WEB SITE AND THE CONTENT ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROVIDER DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THIS WEB SITE AND THE CONTENT, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THIS WEB SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (C) THE UNAVAILABILITY OF THIS WEB SITE, THE CONTENT, OR ANY PORTION THEREOF, (D) YOUR USE OF THIS WEB SITE OR THE CONTENT, OR (E) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THIS WEB SITE OR THE CONTENT.

12. LIMITATION OF LIABILITY. PROVIDER SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THIS WEB SITE, OR THE CONTENT. PROVIDER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THIS WEB SITE OR THE CONTENT.

13. Indemnification. You agree to indemnify, defend and hold harmless Provider, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Web Site from and against all claims, losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms of Use by you.

14. Third Party Rights. The provisions of paragraphs 11 (Disclaimer), 12 (Limitation of Liability), and 13 (Indemnification) are for the benefit of Provider and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Web Site. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

15. Unlawful Activity. Provider reserves the right to investigate complaints or reported violations of our Terms of Use and to take any action we deem appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.

16. Remedies for Violations. Provider reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use, including but not limited to the right to block access from a particular Internet address to this Web Site and any other Provider Web sites and their features.

17. Governing Law and Jurisdiction. The Terms of Use are governed by and construed in accordance with the laws of the State of Wisconsin and any action arising out of or relating to these terms shall be filed only in state or federal courts located in Wisconsin and you hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.

18. Additional Terms.

19. Privacy. Your use of this Web Site is subject to Provider’s Privacy Policy.

20. Severability of Provisions. These Terms of Use incorporate by reference any notices contained on this Web Site and the Privacy Policy constitute the entire agreement with respect to access to and use of this Web Site and the Content. If any provision of these Terms of Use is unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability. Notwithstanding anything to the contrary in these Terms of Use, if you have a separate signed written agreement with a Provider that applies to your use of any of that Provider's Content, that agreement constitutes the entire agreement between you and that Provider with respect to the affected Content subject thereto (the "Otherwise Covered Content"), and these Terms of Use shall be treated as having no force or effect with respect to the Otherwise Covered Content.

21. Modifications to Terms of Use. Provider reserves the right to change these Terms of Use at any time. Updated versions of the Terms of Use will appear on this Web Site and are effective immediately. You are responsible for regularly reviewing the Terms of Use. Continued use of this Web Site after any such changes constitutes your consent to such changes.