Terms of Use

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Terms of Use

Last Updated: March 05, 2021
Effective Date: March 05, 2021

1.     Terms of Use. These Terms of Use (“TOU”), as my be updated from time-to-time, apply to your access to or use of the website https://www.thronewellcapital.com (the “Site”) operated by Thronewell Capital, LLC (“TW”, “we”, “our” or “us”). The TOU sets forth the legally binding terms and conditions governing your access and use of the Site. By accessing or using the site, you accept and agree to be legally bound by and comply with the TOU. You agree that you shall not access or use the site if you do not agree to the TOU. We may change, modify, edit, suspend, discontinue or otherwise change the Site or any portion thereof at any time with or without notice to you. TW makes no representation that the Site or content are appropriate or available for use outside the United States, its territories, possessions, and protectorates. If you choose to access the Site or content from other locations, you do so on your own initiative and at your own risk. You are responsible for complying with local laws, if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country you reside in.

 

2.     Contact TW. If you have any questions about the TOU, you may contact us by email at info@thronewellcapital.com.

 

3.      Privacy. We may obtain information from or about you in connection with your access to or use of the Site. We will use your information in accordance with our Privacy Policy, located here Privacy Policy, which describes our privacy practices as well as choices you may have with respect to the collection and processing of some of your information. Please take a moment to review our Privacy Policy. The Privacy Policy is incorporated into these Terms of Use.

 

4.     IP and Proprietary Rights. You agree that, except as TW may otherwise notify you, TW owns all right, title and interest in and to the copyrights, trademarks, service marks, trade names, patents and all other intellectual and proprietary rights throughout the world associated with the Site and content. Your use of the Site is limited solely to accessing, viewing, and downloading of the Site and content, as authorized by TW. Nothing herein shall be deemed to convey to you any right, title or interest into such intellectual and proprietary property rights or to the Site or content, or to any portion thereof. You may not either directly or through the use of any computer, tablet, phone or other device (each a “Device”) or other means (including the use of a browser, software, program or code), remove, alter, interfere with or circumvent (i) any copyright, trademark, or other proprietary notices marked on the Site or content, or (ii) any digital rights management mechanism, device, or other content protection or access control measure associated with the Site or content. You may not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site (including any code used in any software) or content. You may not build a business, in whole or in part, resell, redistribute, recirculate, or make any other commercial use of, or create derivative works or materials utilizing any portion of the Site or content, whether or not for profit.

5.     Enforcement. TW may refuse access to the Site to any person or entity and change eligibility requirements at any time for any reason or for no reason. TW may, in its own exclusive discretion, cooperate with law enforcement authorities or court order requesting or directing TW to disclose the identity of anyone posting any emails, or publishing or otherwise making available any materials that are believed to violate the TOU or any rules, laws, or regulations.

 

6.     Your Conduct. You may only use the Site and content for lawful purposes, in accordance with the TOU and all applicable rules, laws, and regulations. You may not engage in or encourage conduct that would constitute a criminal offense or give rise to civil liability. You may not store, upload, post, transmit, or otherwise distribute or facilitate the distribution, publication, or communication of any unlawful, harmful, threatening, abusive, harassing, libelous, defamatory, obscene, pornographic, profane, indecent, invasive of another person’s privacy or otherwise inappropriate user content or other material or information of any kind, including, without limitation, any images or other material of a sexual nature, harmful to minors in any way, or that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability. You recognize that storing, distributing or transmitting unlawful content, material, or information could expose you to criminal and/or civil liability. You may not store, upload, post, transmit or otherwise distribute or facilitate the distribution of content, material, or information that is fraudulent, violates a contractual obligation, or infringes the rights of any third party, including without limitation, patent, trademark, copyright, right of publicity or other proprietary rights. You agree that if a third party claims any content, material, or information you have contributed to the Site is unlawful or otherwise under a restriction, you shall hold harmless and indemnify TW and its affiliates and its and their owners, officers, directors, employees, contractors, and agents from such claims (and damages arising therefrom) and you shall bear the burden of establishing that it is lawful and free from restriction.

7.     Indemnity. You agree to indemnify and hold TW (and its affiliates and subsidiaries and its and their owners, officers, directors, employees, contractors, and agents) harmless, including costs and reasonable attorneys' fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site or content, (b) your user content, (c) your violation under the TOU; or (d) your violation of applicable rules, laws, or regulations. TW reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of TW.

 

8.     Disclaimers. The TOU includes the following disclaimers as well as the “General Disclaimers” located at General Disclaimers.

 

THE SITE ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SERVICE PROVIDERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.

 

The materials appearing on the Site may include technical, typographical, or photographic errors. TW does not warrant that any of the materials on its website are accurate, complete, or current. TW may make changes to the materials contained on its website at any time without notice. However, TW does not make any commitment to update the materials. TW (and our service providers) make no warranty the Site: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.

 

Due to the inherent nature of the internet, TW cannot guarantee that information, during transmission through the internet or while stored on our systems or otherwise in our care, will be absolutely safe from intrusion by others. TW assumes no liability for any error, omission, interruption, deletion, defect, delay in operation or transmission, hardware or network failure, theft or destruction or unauthorized access to, or alteration of, any user content. You understand that if you download any material, you do so at your sole risk. TW does not warrant or make any representations regarding the use or the results of the use of the material, information, software, facilities, services, or other content on the site or any online services linked to the Site in terms of their correctness, accuracy, reliability, or otherwise. Under no circumstances shall TW be responsible for any loss or damage, including personal injury or death, resulting from use of the Site, any content posted on or through the Site, or conduct of any users of the Site, whether online or offline. You use the Site at your own risk. TW cannot guarantee and does not promise any specific results from use of the Site. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

 

9.     Limitation of Liability. IN NO EVENT SHALL WE (AND OUR AFFILIATES AND OUR AND THEIR OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS ) OR OUR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER CONTRACT, IN TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY LOSS OR DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR OTHERWISE) LOST PROFIT, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS ARISING FROM OR RELATING TO THESE TERMS OF USE OR YOUR USE OF, OR INABILITY TO USE, THE SITE INCLUDING FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

10.  Third Party Services. The Site might contain links to third party websites, apps or other services (e.g., social media platforms) (collectively, “Third Party Services”). Such Third-Party Services are not under the control of TW and TW is not responsible for any Third-Party Services. TW provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Services. When you use Third Party Services, you do so at your own risk. When you link to a Third-Party Service, the applicable third party's terms and policies apply to all of your interactions with such Third-Party Service, including the third party's privacy policies.

 

11.  Entire Agreement. The TOU (including the Privacy Policy) constitutes the entire agreement between you and us regarding the use of the Site and its content. Our failure to exercise or enforce any right or provision under the TOU shall not operate as a waiver of such right or provision. The section titles in the TOU are for convenience only and have no legal or contractual effect. If any provision of the TOU is, for any reason, held to be invalid or unenforceable, the other provisions of the TOU will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Notwithstanding any termination, suspension, or cancellation of the Site or any content or your access thereto the TOU shall survive any obligations that have not been fulfilled, or by their intended nature are intended to remain executory thereafter, shall remain in full force and effect until discharged by performance and such rights as pertain thereto shall remain in full force and effect.

 

12.  Changes/No Waiver. We may revise, prospectively, the TOU by posting an updated version on the Site. You consent and agree to receive notices of updates to these TOU through our posting of an updated TOU on the Site. You should visit this page or section regularly to review the current version of the TOU. Your continued use of the Site will be deemed as irrevocable acceptance of all revisions. No failure or delay by TW in exercising any right, power, or privilege under the TOU will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under the TOU.

13.  Governing Law and Jurisdiction. The TOU shall be governed by, and construed solely in accordance with, the laws of the State of New York, without giving effect to the principles of conflicts of laws thereof or CPLR 202 (i.e., the “borrowing statue”). Any action brought to resolve a dispute arising from the interpretation, construction or enforcement of this Agreement shall be brought exclusively in a federal or state court in the State of New York in New York County. You hereby waive any jurisdictional or venue defenses otherwise available to it. Neither party shall make any claim or demand in any other jurisdiction or forum.

 

14.  Non-disclosure and Confidentiality. In using the Site, you will have access to confidential information of TW and its affiliates and its and their owners, officers, directors, employees, contractors, and agents that may include, but is not limited to the names, business and financial information, business plans, operating agreements, investment memorandums, and customer names of TW clients (collectively, “Confidential Information”). You agree to maintain confidentially of all Confidential Information. Without limiting the foregoing, you agree to ensure the privacy of all Confidential Information including without limitation: (i) to use the Confidential Information only for the purpose for which such Confidential Information was made available to you as a part of the Site (the “Permitted Purpose”) and for no other purpose whatsoever; (ii) not to access, use or disclose any Confidential Information that you have no legitimate authorization to access, use or disclose; (iii) not to access the Site or any Confidential Information for any other individual or any unauthorized third party; and (iv) not to disclose Confidential Information to any third-party except to your attorneys and financial advisors who need to know such information to assist you to carry out the Purpose (the “Representatives”) and which Representatives are bound by a written confidentiality agreement containing disclosure and use provisions no less restrictive with respect to disclosure than those set forth herein. You acknowledge and further agree that all obligations relating to Confidential Information under this Agreement will continue in perpetuity, except with respect to such portions of the Confidential Information that has been made publicly available by TW.

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