PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. These Terms and Conditions of Use (“Terms”) are intended to constitute a binding agreement that conditions your use of the website of Kingswood Acquisition Corp. (together with its subsidiaries and affiliates, “Kingswood”, “we”, “us” and “our”).
Kingswood will not treat users of our website as its clients by virtue of their accessing our website. Nothing contained in these Terms is intended to modify any other written agreement you may have with Kingswood, if any, that may be in effect. In the event of any inconsistency between these Terms and any other written agreements with Kingswood, the terms of the other written agreements shall control. Additional terms and conditions of use may be applicable to password-restricted areas of our website.
NOTHING CONTAINED IN OUR WEBSITE CONSTITUTES INVESTMENT, LEGAL OR TAX ADVICE. NEITHER THE INFORMATION, NOR ANY OPINION CONTAINED IN OUR WEBSITE CONSTITUTES A SOLICITATION OR OFFER BY KINGSWOOD TO BUY OR SELL ANY PARTNERSHIP INTEREST, SECURITIES, FUTURES, OPTIONS OR OTHER FINANCIAL INSTRUMENTS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE INFORMATION PROVIDED ON OUR WEBSITE AND ANY DECISIONS BASED ON SUCH INFORMATION. AS A CONDITION OF ACCESSING OUR WEBSITE, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, YOU AGREE TO HOLD KINGSWOOD ACQUISITION CORP., ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES AND AGENTS HARMLESS FROM AND AGAINST ANY CLAIMS WHATSOEVER AND OF ANY NATURE FOR DAMAGES ARISING FROM ANY DECISIONS THAT YOU MAKE BASED ON SUCH INFORMATION.
OUR WEBSITE AND ALL INFORMATION AND MATERIALS CONTAINED THEREIN ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND (EITHER EXPRESS OR IMPLIED). KINGSWOOD MAKES NO WARRANTY THAT OUR WEBSITE WILL BE UNINTERRUPTED, RELIABLE, ERROR-FREE, VIRUS-FREE, MALWARE-FREE, CURRENT, ACCURATE OR COMPLETE, OR WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. YOU AGREE THAT TEMPORARY INTERRUPTIONS OF OUR WEBSITE MAY OCCUR AND WE HAVE NO CONTROL OVER ANY THIRD PARTY NETWORKS IN CONNECTION WITH OUR SERVICES OR ANY DELAYS OR DISRUPTIONS OF NETWORK TRANSMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS OR OMISSIONS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, KINGSWOOD DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, KINGSWOOD SHALL NOT BE LIABLE IN ANY RESPECT FOR ANY DAMAGES WHATSOEVER ARISING FROM USE OR INABILITY TO USE OUR WEBSITE OR MATERIALS CONTAINED THEREIN (INCLUDING WITHOUT LIMITATION, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, DAMAGES ARISING FROM LOST DATA OR BUSINESS INTERRUPTION, OR LIABILITY IN RELATION TO ERRORS OR OMISSIONS IN ANY INFORMATION OR MATERIALS OR THE USE OR INTERPRETATION BY OTHERS OF SUCH INFORMATION OR MATERIALS), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF KINGSWOOD OR ANY OF ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING, AND IN ADDITION TO THE FOREGOING, IN NO EVENT SHALL THE TOTAL LIABILITY (IF ANY) OF KINGSWOOD TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE GREATER OF $500 OR THE TOTAL AGGREGATE AMOUNT PAID BY YOU TO KINGSWOOD IF ANY, FOR YOUR ACCESS TO OUR WEBSITE DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. PLEASE NOTE THAT SOME JURISDICTIONS LIMIT OR PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF OUR NEGLIGENT, FRAUDULENT OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT.
Unless otherwise expressly noted, all information and materials, including, without limitation, images, illustrations, designs, icons, photographs, video clips, and written and other materials, that are part of our website are copyrights, trademarks, service marks, trade names, trade dress and/or other intellectual property owned, controlled or licensed by Kingswood. No material from our website may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way; provided, however, that you may download, where specifically permitted, one copy of the materials on any single computer for your personal, non-commercial use only, provided you keep intact and properly display all copyright and other proprietary notices. You may not distribute, modify, transmit, reuse, repost, or use the content of our website, including, without limitation, any text, images, audio and video, for public or commercial purposes without Kingswood Acquisition Corp.’s written permission.
Modification or use of the information or materials for any other purpose may violate the copyright, trademark and other intellectual property rights of Kingswood. Kingswood does not grant any license or right to use any registered or unregistered trademarks or service marks displayed on our website.
You may be able to use the website to submit User Materials (as defined below). By using these features, you agree that you will not submit any content that is unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent or otherwise objectionable or inappropriate as determined by us; that you will not submit any content that contains personal information about any individual, violates the privacy/publicity of any other individual or entity, or anything that you are under a contractual obligation to keep private or confidential
If you violate any part of these Terms, your permission to access or use our website and content of our website automatically terminates and you must immediately destroy any copies of such content in your possession or control. We may, in our sole discretion and at any time and for any reason (including but not limited to your violation of these Terms or the law), discontinue the website or any part of the website, cancel your account and delete all data or other information associated with your account (including any materials you may submit to us), or we may prevent your use of the website, in any case with or without notice to you. We assume no liability for any information removed from the website and we reserve the right to permanently restrict access to the site or an account. You agree that you do not have any rights in the website and that we have no liability to you if the website is discontinued or if you are no longer able to access the website or any information that was previously made available to you on the website.
You agree to indemnify and hold Kingswood Acquisition Corp., its affiliates, and its and their officers, directors, managers, partners, members, shareholders, employees, contractors, representatives and agents harmless from any claims, damages and expenses, including reasonable attorneys’ fees and costs, related to your violation of these Terms or any violations thereof by your dependents or which arises from the use of User Materials you submitted, posted, or otherwise provided to us or this website.
We do not endorse, verify, evaluate or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any such information.
Unless otherwise specified, the materials in or accessible through our website are directed at residents of the United States, age 18 or older.. Our website are controlled and operated by Kingswood from its offices within the State of New York, United States of America. Neither Kingswood Acquisition Corp. nor any of its affiliates make any representation that materials in or accessible through our website are appropriate or available for use in other locations or that access to them where their content is located is not illegal and prohibited. Those who choose to access our website from other locations do so on their own initiative and are responsible for establishing the legality, usability and correctness of any information or materials under any or all jurisdictions and the compliance of that information or material with local laws, if and to the extent local laws are applicable. You may not use or export the information or materials in violation of U.S. export laws and regulations. The information provided in or accessible through our website is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Kingswood to any registration or other requirement within such jurisdiction or country.
Electronic communications can be intercepted by third parties and, accordingly, electronic mail and other transmissions to and from our website may not be secure. Any communications to Kingswood Acquisition Corp. should be sent to the contact information provided in the “Contact Us” section of our website. You are responsible for any content that you post on our website or submit to us via contact forms on our website, email, social media accounts or otherwise, including your feedback, comments, questions, ideas, suggestions, survey responses or other information or materials (“User Materials”). By submitting any User Materials or any feedback, suggestions, ideas, know-how or other information (“Feedback”) to Kingswood, whether via our website or otherwise, you hereby grant to Kingswood Acquisition Corp. an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable and transferable license to use, display, publicly perform, reproduce, publish, transmit, store, modify and create derivative works of your User Material and Feedback, including to use and implement your User Material and Feedback into products and services and to otherwise commercialize your User Material and Feedback without compensation to you. Kingswood Acquisition Corp. will treat all User Materials and Feedback as non-confidential and non-proprietary, and you agree that you will not submit to Kingswood any information considered to be confidential or proprietary. You acknowledge that Kingswood has no obligation to use any User Materials or Feedback.
Without limiting the foregoing license, you hereby irrevocably waive any and all rights of privacy and publicity, and any other rights of a similar nature in connection with the commercial exploitation of all or any portion of your User Materials, consistent with these Terms. To the extent included in your User Materials, you hereby consent to the use of your name and any other names, trade names, fictitious names, trademarks and service marks, likenesses, performances, voices and identities (and/or that of any minor who you are responsible for) for any and all purposes in connection with our exercise of the license rights granted herein. You waive any right to inspect and/or approve any such use of your User Materials. You expressly release and hold harmless Kingswood Acquisition Corp., its affiliates and its and their officers, directors, managers, partners, members, shareholders, employees, contractors, representatives, agents, customers, users, licensors, and suppliers from any and all claims, demands and liabilities by reason of their exercise of such license rights. We may alter, modify or combine all or any portion of the User Materials with other works, and you hereby waive any claim that any version of the User Materials portrayed consistent with these Terms constitutes a distortion, mutilation or disparagement or contains unauthorized variations of the User Materials. You shall not have the right to approve or enjoin the use of the User Materials in accordance with these Terms.
You hereby represent and warrant that any User Materials and Feedback you submit to us is either your original content or that you have obtained all necessary rights to your User Materials and Feedback, including the right to authorize us to use your User Materials and Feedback as set forth in these Terms and you represent and warrant that you the right to grant the license set forth herein, and the displaying, publishing or posting of any content you submit, and our use thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity.
Access to certain parts of our website may require a login. To the extent that you have a user name, password or Personal Identification Number (PIN) for access to non-public areas of our website, you are solely responsible for all activities that occur in connection with your login credentials, and you agree that you will submit complete and accurate registration information as requested by our website’s registration forms and maintain the accuracy of this information by promptly updating your registration information with any changes. Accordingly, you should take steps to protect the confidentiality of your login credentials. You agree that you will notify Kingswood Acquisition Corp. immediately if you become aware of any disclosure, loss, theft or unauthorized use of your login credentials. Kingswood is not responsible or liable for any liability, damages, loss or expenses arising in any way from the use of your login credentials.
Kingswood does not review or monitor any websites linked from or to our website and none of them is or will be responsible for the content of any such linked websites. If you decide to access linked websites, you do so at your sole risk. Kingswood is not responsible for the information, materials, products or services obtained on or from such other websites, nor will Kingswood be liable in any respect whatsoever for any damages arising from your access to such websites. Any links from or to other websites are provided merely for the convenience of the users of our website and the inclusion of these links does not imply an endorsement, representation or warranty by Kingswood with respect to any such linked websites or the content, products or services contained or accessible through, or the operators of, such websites. In addition, you agree not to link any of your websites or any third-party website to any of our website without the express prior written consent of Kingswood Acquisition Corp. Kingswood reserves the right, at any time, for any reason not prohibited by law, to deny permission to anyone to link a website from or to our website.
No waiver by Kingswood of any right under or term or provision of these Terms will be deemed a waiver of any other right, term or provision of these Terms at that time or a waiver of that or any other right, term or provision of these Terms at any other time.
The arbitrator(s) shall be selected pursuant to the JAMS Rules and Procedures.
The arbitrator(s) shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law.
If you initiate arbitration against us, you will not be responsible for professional fees for the arbitrator(s)’s services or any other JAMS fees. If we initiate arbitration against you, we will pay for the arbitrator(s)’s services and any other JAMS fees associated with the arbitration.
If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor Kingswood Acquisition Corp. shall be entitled to arbitrate their dispute.
In addition to the foregoing, and notwithstanding the rules of JAMS, certain procedures will apply depending on the amount in controversy. For controversies and claims in which the amount in controversy is less than $1,000,000.00 (one million dollars), the following procedures will apply:
For controversies and claims in which the amount in controversy is equal to or exceeds $1,000,000.00, the following procedures will apply:
THE ARBITRATOR(S) HAVE NO AUTHORITY TO AWARD PUNITIVE DAMAGES. NEITHER YOU NOR KINGSWOOD ACQUISITION CORP. AGREES TO ANY ARBITRATION ON A CLASS BASIS, AND THE ARBITRATOR(S) SHALL HAVE NO AUTHORITY TO PROCEED ON SUCH A BASIS. YOU AND KINGSWOOD ACQUISITION CORP. MAY ASSERT A CLAIM OR COUNTERCLAIM ONLY IN SUCH PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE JAMS RULES, THE ARBITRATOR(S) MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS PROCEEDING. UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, ARBITRATOR(S) SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.
BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION. DO NOT USE THE WEBSITE IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.
THESE TERMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY APPLICABLE CONFLICTS OF LAWS PROVISIONS. YOU AGREE THAT ANY DISPUTE OR ACTION AT LAW OR IN EQUITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE SHALL BE COMMENCED ONLY IN THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK AND YOU HEREBY CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR THE PURPOSES OF ANY SUCH DISPUTE OR ACTION.
If we fail to act with respect to your breach or anyone else’s breach on any occasion, we are not waiving our right to act with respect to future or similar breaches.
Both you and Kingswood Acquisition Corp. acknowledge and agree that no partnership is formed and neither you nor Kingswood Acquisition Corp. has the power or the authority to obligate or bind the other.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Our failure to comply with these Terms because of an element of nature or act of God, act of war, fire, flood, earthquake, riot, terrorism, civil disorder, rebellion, revolution, widespread computer virus or worm, epidemic, pandemic, action of federal, state or local governmental authorities, or for any other reason beyond our reasonable control, shall not be deemed a breach of these Terms.
Copyright © 2020 Kingswood Acquisition Corp. All rights reserved.
Last updated November 19, 2020