Terms & Conditions – Rothswell™

These Terms and Conditions were last modified and effective as of 1 January 2023.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES AND, TOGETHER WITH ALL THE OTHER TERMS AND CONDITIONS REFERRED TO BELOW, FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US REGARDING YOUR USE OF OUR SITES.

IF, FOR ANY REASON, YOU ARE UNABLE OR UNWILLING TO AGREE TO ALL OF OUR TERMS, PLEASE IMMEDIATELY DISCONTINUE USING OR ATTEMPTING TO USE OF OUR SITES, BECAUSE IF YOU CONTINUE, YOU WILL BE AGREEING TO ALL THE TERMS DESCRIBED OR REFERRED TO BELOW.

Introduction. Thank you for using www.rothswell.com, or any other website controlled and operated by Rothswell (individually, a “Site” or collectively, “Sites”). Rothswell (“firm”, “we”, “us” and “our”) is an international business advisory firm practicing at offices in the United States of America (“U.S.”), the United Kingdom (“U.K.”), Italy, France, Spain, the United Arab Emirates (“U.A.E.”), and Hong Kong. Each Site contains general legal information based on U.S. and English law and information about our legal services. These Terms and Conditions of Use (“Terms and Conditions”) represent a legally binding agreement between you and us and apply to your use of our Sites. By using any of our Sites, you acknowledge that you have read, understood and agree to comply with these Terms and Conditions and our Privacy Policy which is incorporated into these Terms and Conditions by reference. If you do not accept any of these terms, please do not use any of our Sites.

General. Your use of any of our Sites indicates acceptance of these Terms and Conditions, which include our Privacy Policy. We may from time to time change the terms that govern your use of our Sites and we will post a notice of the effective date of any material revisions to these Terms and Conditions on this page, material revisions to our Privacy Policy will be posted on our Privacy Policy page. You should therefore check this page and our Privacy Policy page regularly. Your use of any of our Sites following any such change constitutes your agreement to follow and be bound by the Terms and Conditions as changed.

Privacy. Your privacy is important to us. Our use of your information is governed by our Privacy Policy. Read it carefully since it is describes how we collect and use information we obtain from you.

Trademarks, Copyright & Database Rights. Copyright in the content of each Site (including without limitation all images, illustrations, designs, icons, photographs, video clips, trademarks, service marks, the “look” and “feel”, color combinations, button shapes, layout, design, graphical elements, arrangement of items, written and other materials that appear on this Site, HTML and other code and all copyrightable or otherwise legally protectable elements on our Sites) and all database rights in each Site (collectively, the “Content”) are owned by Rothswell or its licensors and are legally protected under intellectual property laws. The modification, copying, distribution or incorporation into any other work of part or all of any Site or its Content in any form is prohibited except that you may print or download extracts for your non-commercial, informational and personal use only. All rights are reserved.

All product names, names of services, trademarks and service marks (“Marks”) are the property of Rothswell, or the property of their respective owners, as indicated. You may not use the Marks for any purpose whatsoever other than as permitted by these Terms and Conditions.

Links. There may be links that make it easier for you to connect to third party websites or that will let you access any of our Sites from third party websites. Linked third party websites are not under the control of Rothswell and Rothswell is not responsible for the contents of any linked third party website or any link contained in such a linked website. Existence of links to other third party websites is not an endorsement by Rothswell in favor of such website or the products or services contained in any third party website. If you choose to access a third party website linked on any of our Sites you do so entirely at your own risk. Concerns regarding services or resources or links to third party websites should be directed to the provider of the outside service or resource. You are permitted to link to our homepage www.rothswell.com without prior consent. Rothswell at all times reserves the irrevocable right to rescind consent for any link to any of our Sites and to take any legal action it deems appropriate.

Acceptable use. We grant you a limited license and right to use the Content of our Sites solely in connection with your direct personal, non-commercial use. Unauthorized or prohibited use of Content may subject you to civil or criminal liability. In addition, you represent, warrant and agree that you will not use (or plan, encourage or help others to use) any of our Sites for any purpose or in any manner that is prohibited by these Terms and Conditions or by applicable law. You may not do the following in connection with use of any of our Sites:

Alter, delete or conceal copyright or other notices, even if we let you download, display print or share the Content with others;
Send unsolicited commercial email to the email addresses provided on the Site. The posting of email addresses is not to be construed as, and does not constitute consent to use of them by any seller of services, any compiler of mailing lists, or any other non-authorized use without prior permission from Rothswell. In addition, spam, chain emails, advertising solicitations and similar email solicitations are expressly prohibited;
Post or transmit to or from the Site any unlawful, threatening, libelous, defamatory, obscene, inflammatory, indecent or pornographic material or other material of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to any civil liability or otherwise violate any applicable law;
Post or transmit and from the Site any material of any kind which violates or infringes upon the rights of any other person, including material which is an invasion of any privacy or publicity rights or which is protected by copyright, trade mark or any other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or relevant right holder;
Download any file posted by any other user if you know, or reasonably ought to know, that the file cannot legally be distributed in such manner;
Attempt to probe, scan or test the vulnerability of the Site, system or network or to breach security or authentication measures without proper authorization;
Interfere or attempt to interfere with the proper functioning of the Site or Rothswell, including, without limitation, via means of submitting a virus to the Site or Rothswell, overloading, “flooding”, “mailbombing” or “crashing”;
Send unsolicited e-mail of promotions and/or advertising of products or services;
Forge any TCP/IP packet header or any part of the header information in any e-mail;
Frame the contents of any part of the Site within any materials not originated by Rothswell.

Indemnification. You agree to defend Rothswell against all claims, demands, or actions arising from or incurred as a result of your breach of these Terms and Conditions (“Claim”) and you shall indemnify and hold us harmless from and against any expenses, losses, damages and costs (including but not limited to reasonable legal costs and disbursements) resulting from any such Claim. We have the right, at our expense, to assume exclusive defense against any Claim and all negotiations for settlement and you agree to cooperate with us, at our request, in the defense of any such Claim.

Termination. Our Terms and Conditions are effective unless and until terminated by either you or Rothswell. You may terminate your acceptance of your agreement with us by discontinuing any further use of our Sites. Rothswell may also terminate, discontinue or suspend our Terms and Conditions and any of our Sites at any time and may do so immediately without notice, and accordingly we may deny you access to any Site for any reason or no reason. Upon any termination of these Terms and Conditions by either you or us, you must promptly destroy all materials downloaded from any Site, as well as copies of such materials, whether made under the terms of this agreement or otherwise.

Severance & Waiver. If any provision of our Terms and Conditions is found to be invalid by any court having jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of our Terms and Conditions, which shall remain in full force and effect. No waiver of any term of our Terms and Conditions shall be deemed a continuing waiver of such term or any other term.

Entire Agreement. Except as provided herein, these Terms and Conditions, together with our Privacy Policy which is incorporated by reference, constitute the entire agreement between you and Rothswell and your use of our Sites and supersede any prior understanding or agreements (written or oral).

Third Party Rights. Nothing in our Terms and Conditions is intended to confer on any third party (whether referred to in our Terms and Conditions by name, class, description or otherwise) any benefit or any right (under the Contracts (Rights of Third Parties) Act 1999 UK or otherwise) to enforce any provision of our Terms and Conditions or any agreement entered into in connection with it.

Governing Law.

If you use the Site in the United Kingdom, any claim relating to, and the use of, such Site and the materials contained herein is governed by English law. You consent to the exclusive jurisdiction of the English Courts.
If you use the Site in France, any claim relating to, and the use of, such Site and the materials contained herein is governed by French law. You consent to the exclusive jurisdiction of the French Courts.
If you use the Site in Italy, any claim relating to, and the use of, such Site and the materials contained herein is governed by Italian law. You consent to the exclusive jurisdiction of the Italian Courts.
If you use the Site in Spain, any claim relating to, and the use of, such Site and the materials contained herein is governed by Spanish law. You consent to the exclusive jurisdiction of the Spanish Courts.
If you use the Site in Hong Kong, any claim relating to, and the use of, such Site and the materials contained herein is governed by Hong Kong law. You consent to the exclusive jurisdiction of the Hong Kong Courts.
If you use the Site in the United Arab Emirates, any claim relating to, and the use of, such Site and the materials contained herein is governed by UAE law. You consent to the exclusive jurisdiction of the UAE Courts.
If you use the Site in the United States, any claim relating to, and the use of, such Site and the materials contained herein is governed by United States law. You consent to the exclusive jurisdiction of the American Courts.

No Attorney-Client Relationship. Each Site is presented for informational purposes only. Your use of any of our Sites does not create an attorney-client relationship with Rothswell, nor does such use constitute the receipt of legal advice from Rothswell. A detailed confidential discussion of your specific circumstance with an attorney(s) of the firm is an integral and necessary component of becoming a client of Rothswell. No user of any of our Sites, whether or not the user is an existing client of Rothswell, should act or refrain from acting based on the content of any of our Sites without seeking appropriate legal counsel from a properly licensed attorney. Although the information contained in each Site is not intended to be advertising, some material may be considered advertising under the professional rules of conduct in some states. Rothswell is unable to represent a client that may come to the firm for legal assistance from a jurisdiction where the material provided on the relevant Site does not comply with local state ethics rules, if that client came to us directly as a result of material they viewed on such Site.

Site Content; Disclaimer And Limitation Of Liability. OUR SITES AND ALL CONTENT ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY RELATING TO TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR PURPOSE. THERE IS NO GUARANTY OR ASSURANCE OUR SITES OR CONTENT WILL BE AVAILABLE FOR USE OR THAT ALL CONTENT WILL BE AVAILABLE OR PERFORM AS DESCRIBED OR THAT ANY SITE OR CONTENT IS ACCURATE, COMPLETE, ERROR FREE. ALTHOUGH REED SMITH ENDEAVORS TO ENSURE THAT THE CONTENT OF EACH SITE IS ACCURATE AND UP TO DATE (EVEN THOUGH IT IS UNDER NO OBLIGATION TO DO SO), USERS SHOULD SEEK APPROPRIATE LEGAL ADVICE BEFORE TAKING OR REFRAINING FROM TAKING ANY ACTION BASED ON INFORMATION PROVIDED VIA SUCH SITE. THE CONTENTS OF EACH SITE SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. WE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY MALICIOUS OR UNAUTHORIZED CODE AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOU HAVE APPROPRIATE SCANNING AND PROTECTIVE MECHANISMS FOR THE SECURITY OF YOUR EQUIPMENT, PROGRAMS AND INFORMATION AND BY USING ANY OF OUR SITES YOU ARE ASSUMING ALL RISK OF LOSS THAT MAY ARISE OR BE ASSOCIATED WITH USE OF OUR SITES.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL LIABILITY FOR ANY LOSS, DAMAGE, COST AND EXPENSE OF ANY KIND, DIRECT AND INDIRECT, IN CONNECTION WITH OR ARISING FORM OUR SITES, CONTENT, ANY ACTION TAKEN (OR NOT TAKEN) AS A RESULT OF OUR SITE OR CONTENT OR OUR TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION OR BASIS OF CLAIM AND WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

THE FOREGOING PARAGRAPHS DO NOT ATTEMPT TO AFFECT ANY OF YOUR STATUTORY RIGHTS AS A CONSUMER OR OTHERWISE UNDER THE APPLICABLE LAW OF THE RELEVANT JURISDICTION. TO THE EXTENT THAT THESE EXCLUSIONS AND LIMITATIONS OF LIABILITY ARE EXPRESSLY PROHIBITED BY LAW THOSE PARTS OF THE CLAUSES THAT ARE PROHIBITED WILL NOT APPLY. THE REMAINING TERMS AND CLAUSES WILL CONTINUE TO APPLY. IF ANY LIMITATION OF DAMAGES OR LIABILITY IS PROHIBITED OR RESTRICTED BY LAW, WE SHALL BE ENTITLED TO THE MAXIMUM EXCLUSIONS AND LIMITATIONS PERMITTED; HOWEVER, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU EXCEED ONE HUNDRED U.S. DOLLARS ($100).

Miscellaneous. Our Terms and Conditions can not be modified except as described herein or in a written amendment signed by an authorized representative of ours. No electronic or digital communication of any kind is to be construed as a ‘writing’ for purposes of amending or modifying our Terms and Conditions or the rights or obligations of the parties hereunder. Any provision which must survive any termination of your agreement with us in order to allow us to enforce its meaning shall survive. You may not make or initiate any claim, demand or action against us, regardless of form or the basis of the claim, more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).

If we believe or have reason to believe or are notified of anything which could compromise or endanger the health or safety of any person, could damage persons or property (tangible or intangible), could adversely affect, infringe upon or misappropriate the rights of others, harasses or interferes with any other user, person, firm or enterprise, interferes with or by passes our security or other protective measures, violates any law or regulation or these Terms and Conditions, including our Privacy Policy, we have the right, reserving cumulatively all other rights and remedies available to us at law, in equity and under our agreement with you, to report and provide information to any and all regulatory and law enforcement authorities and agencies and take any action permitted by law.

Further Information. Questions regarding these Terms and Conditions or notifications of any errors should be directed to the Privacy Administrator at Rothswell, email at [email protected], or by mail in the United States to 100 Park Avenue, 16th Floor, New York, NY 10017 USA.