KBS NEWSJuly 29, 2010 July 9, 2010 More... |
LEGAL TERMS AND CONDITIONS FOR KBS WEBSITE
Your access and use of this site (“Site”) signifies that you agree to be bound by the following terms and conditions (“Agreement”). If you do not agree with these terms and conditions, you should immediately cease use of the Site and cease use of all information and materials you obtained through the Site. Please read the following Agreement carefully. “You” refers to the company or legal entity that accesses and uses the Site, and any officers, directors, partners, personnel, employees, agents or contractors that use the Site through that company or legal entity, whether or not such use is authorized. "KBS", "us", or "we" refers to KBS affiliated entites, including KBS Realty Advisors, KBS Capital Advisors and KBS Capital Markets Group.
SITE CONTENT
This Agreement applies to all services, programs, information and products that you use or otherwise access from time to time provided by KBS through this Site (collectively, the “Service”). You agree that you will use the Services solely for your benefit and your internal business purposes, and you will not use the Services for the benefit of any third party, including any of your affiliates.
ACCESS CODES
Certain areas of the Site may not be viewable without an access code. All such codes, user identification numbers and other passwords or security items issued to you by KBS or selected by you from time to time are referred to herein as “Codes”. You are solely responsible for the use and proper protection of the Codes. You agree to take all reasonable precautions to protect the security and integrity of the Codes, and to prevent their unauthorized use. You agree to be responsible for all actions taken that utilize your Codes, unless such actions are taken by KBS, its contractors and agents without your approval. If you become aware of any unauthorized access or use of the Service with your Codes, you will immediately notify KBS.
REGISTRATION REPRESENTATIONS
If you register to enter one of the areas of the Site that requires an access Code, you represent and warrant that all of the information you provide to us as part of that registration, whether provided online or offline, including your responses to any “click-through” templates or online forms, is true, complete and accurate. You also agree to notify us immediately at any time that information ceases to be true, complete and accurate.
JURISDICTION ISSUES
This Site is controlled, operated and administered by KBS from its offices within the United States of America. The Services, Content (defined below) and products discussed in this Site are available only to U.S. residents, and the information provided through the Site is only for the use of such persons. Nothing on this Site shall be considered a solicitation to buy or an offer to sell a security to any person in any jurisdiction including the United Kingdom where such offer, solicitation, purchase or sale would be unlawful. KBS makes no representations that Content is appropriate for use in all locations, or that transactions, products, instruments or services discussed are available or appropriate for sale or use in all jurisdictions, or by all investors or counter parties. Those who access this site do so on their own initiative, and are responsible for compliance with applicable local laws or regulations.
PROPRIETARY RIGHTS OF
KBS has expended substantial time, effort and funds to create the Service. You acknowledge and agree that KBS or its affiliates exclusively owns or has been licensed by third parties to use all rights, title and interest in the Service and the information, data, databases, images, sound recordings, audio and visual clips and other content provided by KBS through the Service (individually and collectively, the “Content”). All of your questions and other information you submit to KBS through the Service (excluding your personal data) and our responses to those questions, are the exclusive property of KBS. You hereby assign to KBS all rights in such questions and information, and they shall be deemed “Content”. Nothing contained in this Agreement conveys to you any right, title or interest in or to the Service or any Content. You shall not remove or modify any copyright or other notice placed on Content. Internal distribution of Content should be limited to those within your organization who are aware of the obligations imposed by this Agreement. You shall use the Service and Content solely for your own internal use, and not for the benefit of any third party. In no event shall you display, circulate, publish, retransmit, redistribute, reproduce or sell all or any part of Content outside of the your business organization by any means or medium now or hereafter created. If you are required by a court of law or other judicial process to disclose any Content, you may do so and you agree to notify us of the disclosure.
NO OFFERS
Under no circumstances should any Content be used or considered as an offer to sell or a solicitation of any offer to buy the securities or any other instruments of KBS or any other issuer. Offers can only be made where lawful under applicable law. If you wish to obtain further details about any information contained through this Service, there are several areas on the Site that will provide you with contacts information.
DISCLOSURE OF INTEREST
KBS may make a market or deal as principal in the securities, commodities or instruments mentioned in materials through this Service or in options or other derivative instruments based thereon. In addition, KBS, its shareholders, directors, officers and/or employees, may from time to time have long or short positions in such securities or in options, futures or other derivative instruments based thereon. One or more directors, officers and/or employees of KBS may be a director of the issuer of the securities mentioned at this site.KBS may have managed or co-managed a public offering of, or acted as initial purchaser or placement agent for a private placement of, any of the securities of any issuer mentioned on this Service, or may from time to time perform consulting, advisory, lease, loan solicitation, investment banking or other services for, or solicit investment banking or other business from, mentioned companies.
VALUATIONS
Any indicative valuations in Content are provided for information only. They are not an offer to enter into, transfer and assign or terminate any transaction, or a commitment by KBS to make such an offer. An indicative valuation may differ substantially from an actual value. Such estimates do not necessarily reflect KBS’s internal bookkeeping or theoretical model-based valuations. Certain factors, which may not have been assessed for purposes of these valuations, including, for example, notional amounts, credit spreads, underlying volatility, costs of carry or use of capital and profit, may substantially affect a stated valuation. Indicative valuations may vary significantly from indicative valuations available from other sources. While KBS has obtained the information on which these evaluations are based from sources it believes reliable, KBS makes no representations or warranties with respect to any indicative valuations.
HYPOTHETICAL OR PAST PERFORMANCE
Hypothetical or simulated performance results have inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. Also, since the trades have not actually been executed, the results may have under or over-compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated trading programs in general are designed with the benefit of hindsight. Past performance is not indicative of future results; no representation is being made that any account will or is likely to achieve profits or losses similar to those shown.
MATERIAL IN ITS ENTIRETY
All materials at this Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, or any copyright or proprietary notices. Any disclaimers, restrictions, disclosure or hedge clauses apply to any partial document or material in the same manner as they do to the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.
LINKED SITES
Certain links are provided which may lead to websites maintained by third parties over which we have no control. We take no responsibility for the accuracy, content or any aspect of that material and disclaim any liability to you for such material or for any consequence of your decision to use the links provided or your use of such material. We also disclaim all liability and make no representations or warranties for any products or services sold or provided to you by any third party, including KBS affiliates. Your purchase of products or services through one of those other sites is subject to agreements and/or the terms and conditions in effect between you and the providers of products and services at those other sites. You agree that you shall not bring a suit or claim against KBS arising from or based on your purchase or use of products or services through those other sites. Links do not imply that KBS or this Site sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, tradename, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of KBS or any of its affiliates.
DELAYED MARKET INFORMATION
You acknowledge that some Content available through the Site may be delayed market information, and not “real-time” information.
NO WARRANTY
This section applies to all Content available through the Service except for actual offering memoranda for the sale of securities. You acknowledge that Content provided through the Service is not intended to be a recommendation, offer or solicitation of any particular products or services. In addition, all research, analysis and similar market information provided represent the views and opinions solely of the author or the indicated source. KBS does not independently verify the accuracy or completeness of such Content, nor does KBS endorse any particular views expressed therein. Except for offering memoranda, KBS takes no responsibility for the accuracy, content or any aspect of Content and disclaims any liability to you for Content or for any consequence of your decision to use Content. You agree that you shall independently confirm any information presented to you through the Service before relying on such information. KBS and its employees, contractors, agents and various contributors to the Service have no duty to correct or update any inaccurate or out-of-date Content.
DOWNLOADED CONTENT
It is up to you to take precautions to ensure that information and Content you download or otherwise select for your use is free of viruses and other destructive items.
CONSENT TO ELECTRONIC COMMUNICATIONS
You agree to receive all appropriate documentation and information provided by KBS, its subsidiaries and/or affiliates, regarding the Services through this Site and through e-mail provided to you via the Internet. This delivery will generally consist of any and all Content at the Site, and certain other documents relating to KBSÍs business, including sales literature. This electronic provision and delivery will be regarded by you as appropriate delivery pursuant to any delivery requirements under the various statutes and rules, where applicable, of the Securities and Exchange Commission, the National Association of Securities Dealers and any state. You acknowledge that you have the appropriate computer equipment to use this Site and to receive e-mail via the Internet and understand that your use of the Internet may incur certain operational costs such as monthly fees for a service provider. You agree to notify KBS at the phone numbers listed in this site in the event that you no longer desire to receive Content through this delivery procedure. You will allow a reasonable amount of time to make appropriate changes to ensure proper delivery to you through other means.
TERM AND TERMINATION OF AGREEMENT
If you have not registered to use this Site, then the most current form of this Agreement posted at this Site applies each time you access the Site. You should review the Agreement each time you access the Site. If you have registered to use one of the areas of the Site that requires an access Code, then this Agreement remains in effect until terminated by you or KBS. You may terminate this Agreement upon our receipt of your notice via e-mail or other written notice to KBS at 4343 Von Karman Avenue, Newport Beach, CA 92660. KBS may terminate this Agreement, in whole or with respect to a Service, with or without cause, at any time immediately upon notice posted at the Site. If you are a registered user, KBS may notify you of termination of the Agreement via e-mail or other written notice to the address you provide to us in the registration process. After the termination of this Agreement or a Service, you are not authorized to access or use the Service or Content, and you shall cease all such access and use. If you nonetheless access or use the Service or Content in spite of termination of the Agreement, your use of or access to the Service or Content will be subject to the version of the Agreement then in effect as to all current users.
CHANGES TO AGREEMENT AND SERVICE
KBS may make changes to this Agreement at any time. Your continued use of the Site indicates your continued agreement to be bound by this Agreement, as changed from time to time. You should view this Agreement often to stay informed of changes that may affect you. If you have registered with us and provided us with an e-mail address, we may provide you with notice informing you that this Agreement has changed, but such notice shall be for convenience only and shall not be required for the effectiveness of the changes. You agree to check the Service, your mail and/or e-mail on a regular basis to receive important and timely notices from KBS. KBS may also make changes to the Service and Content, including discontinuing any Service or Content. We reserve the right to do so without prior notice to you.
COMPLIANCE WITH LAWS AND INDEMNITY
The Service and Content may be used only for lawful purposes. Your conduct may be subject to local, state, national and international laws. You agree that you shall comply with applicable laws, rules, regulations, ordinances and other similar national and international requirements of the country, state and province in which you are accessing and using the Service and Content. You agree to abide by applicable export control laws and not to transfer, by electronic transmission or otherwise, any Content subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. Your further agree not to upload to the Service any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain encryption software. This assurance and commitment shall survive termination of this Agreement. Offices, residents and operations of your organization in Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria and any other countries that are the subject of general U.S. embargo restrictions are not permitted to access and use the Service, and any such access and use is a violation of this Agreement. Upon request by KBS, you agree to defend, indemnify and hold harmless KBS, its officers, directors, employees, agents, contractors or other suppliers from all liabilities, claims and expenses, including attorneys fees, that arise from a breach of this Agreement for which you are responsible, or from third party claims arising from your use of the Service or Content. KBS reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Notwithstanding the foregoing, you are not required to indemnify KBS for its own violations of applicable laws.
LIMITATION OF LIABILITY THE FOLLOWING LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO VIOLATIONS OF LAWS RELATING TO THE OFFER AND SALE OF SECURITIES. YOU ACKNOWLEDGE THAT NEITHER KBS AND ITS AFFILIATED COMPANIES NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER SUPPLIERS MAKES ANY WARRANTIES OR GUARANTEES WITH RESPECT TO THE SERVICE AND CONTENT, INCLUDING WITHOUT LIMITATION, WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY CONTENT, OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. KBS AND SUCH PERSONS SHALL NOT BE LIABLE TO YOU FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY (I) YOUR USE OF OR RELIANCE ON THE SERVICE OR CONTENT, OR (II)KBS'S PERFORMANCE OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT. KBS DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SERVICE OR CONTENT WILL BE FREE FROM ERRORS OR WILL BE AVAILABLE. IN NO EVENT WILL KBS AND ITS AFFILIATED COMPANIES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PUNITIVE, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Because some states or jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such states or jurisdictions, the liability of KBS, its affiliates and their officers, directors, employees, agents, contractors or other suppliers shall be limited in accordance with this agreement to the extent permitted by law. KBS, its affiliates and their officers, directors, employees, agents, contractors or other suppliers shall not be liable for any loss, cost or damage due to causes beyond their control. You understand that KBS accepts no responsibility for security of information on the Internet. Without limiting any of the foregoing, if KBS, its affiliates or any of their officers, directors, employees, agents, contractors or other suppliers is found liable to you for any claims or matters arising under or in connection with this Agreement, KBS and such partiesÍ aggregate and maximum liability for all such matters and claims in any calendar year shall not exceed $10,000. MISCELLANEOUS This Agreement represents your entire agreement with KBS with respect to your access and use of the Site and Content. This Agreement does not confer any rights, remedies or benefits upon any person other than you and KBS. This Agreement may only be amended by a written or electronic form duly accepted and agreed to by KBS and you, or in the manner described in the Section “Changes to Agreement and Service” above. You may not assign this Agreement without the prior written consent of KBS. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns. The following Sections shall survive termination: SITE CONTENT, JURISDICTION ISSUES, PROPRIETARY RIGHTS, LINKED SITES, NO WARRANTY, COMPLIANCE WITH LAWS AND INDEMNITY, LIMITATION OF LIABILITY and MISCELLANEOUS. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be affected. This Agreement shall be governed by and construed under the law of the State of New York and the Federal law of the United States. You hereby consent and submit to jurisdiction in the Federal or state courts of the State of New York, U.S.A. You hereby irrevocably waive your rights to a jury trial.
Your access and use of this site (“Site”) signifies that you agree to be bound by the following terms and conditions (“Agreement”). If you do not agree with these terms and conditions, you should immediately cease use of the Site and cease use of all information and materials you obtained through the Site. Please read the following Agreement carefully. “You” refers to the company or legal entity that accesses and uses the Site, and any officers, directors, partners, personnel, employees, agents or contractors that use the Site through that company or legal entity, whether or not such use is authorized. "KBS", "us", or "we" refers to KBS affiliated entites, including KBS Realty Advisors, KBS Capital Advisors and KBS Capital Markets Group.
SITE CONTENT
This Agreement applies to all services, programs, information and products that you use or otherwise access from time to time provided by KBS through this Site (collectively, the “Service”). You agree that you will use the Services solely for your benefit and your internal business purposes, and you will not use the Services for the benefit of any third party, including any of your affiliates.
ACCESS CODES
Certain areas of the Site may not be viewable without an access code. All such codes, user identification numbers and other passwords or security items issued to you by KBS or selected by you from time to time are referred to herein as “Codes”. You are solely responsible for the use and proper protection of the Codes. You agree to take all reasonable precautions to protect the security and integrity of the Codes, and to prevent their unauthorized use. You agree to be responsible for all actions taken that utilize your Codes, unless such actions are taken by KBS, its contractors and agents without your approval. If you become aware of any unauthorized access or use of the Service with your Codes, you will immediately notify KBS.
REGISTRATION REPRESENTATIONS
If you register to enter one of the areas of the Site that requires an access Code, you represent and warrant that all of the information you provide to us as part of that registration, whether provided online or offline, including your responses to any “click-through” templates or online forms, is true, complete and accurate. You also agree to notify us immediately at any time that information ceases to be true, complete and accurate.
JURISDICTION ISSUES
This Site is controlled, operated and administered by KBS from its offices within the United States of America. The Services, Content (defined below) and products discussed in this Site are available only to U.S. residents, and the information provided through the Site is only for the use of such persons. Nothing on this Site shall be considered a solicitation to buy or an offer to sell a security to any person in any jurisdiction including the United Kingdom where such offer, solicitation, purchase or sale would be unlawful. KBS makes no representations that Content is appropriate for use in all locations, or that transactions, products, instruments or services discussed are available or appropriate for sale or use in all jurisdictions, or by all investors or counter parties. Those who access this site do so on their own initiative, and are responsible for compliance with applicable local laws or regulations.
PROPRIETARY RIGHTS OF
KBS has expended substantial time, effort and funds to create the Service. You acknowledge and agree that KBS or its affiliates exclusively owns or has been licensed by third parties to use all rights, title and interest in the Service and the information, data, databases, images, sound recordings, audio and visual clips and other content provided by KBS through the Service (individually and collectively, the “Content”). All of your questions and other information you submit to KBS through the Service (excluding your personal data) and our responses to those questions, are the exclusive property of KBS. You hereby assign to KBS all rights in such questions and information, and they shall be deemed “Content”. Nothing contained in this Agreement conveys to you any right, title or interest in or to the Service or any Content. You shall not remove or modify any copyright or other notice placed on Content. Internal distribution of Content should be limited to those within your organization who are aware of the obligations imposed by this Agreement. You shall use the Service and Content solely for your own internal use, and not for the benefit of any third party. In no event shall you display, circulate, publish, retransmit, redistribute, reproduce or sell all or any part of Content outside of the your business organization by any means or medium now or hereafter created. If you are required by a court of law or other judicial process to disclose any Content, you may do so and you agree to notify us of the disclosure.
NO OFFERS
Under no circumstances should any Content be used or considered as an offer to sell or a solicitation of any offer to buy the securities or any other instruments of KBS or any other issuer. Offers can only be made where lawful under applicable law. If you wish to obtain further details about any information contained through this Service, there are several areas on the Site that will provide you with contacts information.
DISCLOSURE OF INTEREST
KBS may make a market or deal as principal in the securities, commodities or instruments mentioned in materials through this Service or in options or other derivative instruments based thereon. In addition, KBS, its shareholders, directors, officers and/or employees, may from time to time have long or short positions in such securities or in options, futures or other derivative instruments based thereon. One or more directors, officers and/or employees of KBS may be a director of the issuer of the securities mentioned at this site.KBS may have managed or co-managed a public offering of, or acted as initial purchaser or placement agent for a private placement of, any of the securities of any issuer mentioned on this Service, or may from time to time perform consulting, advisory, lease, loan solicitation, investment banking or other services for, or solicit investment banking or other business from, mentioned companies.
VALUATIONS
Any indicative valuations in Content are provided for information only. They are not an offer to enter into, transfer and assign or terminate any transaction, or a commitment by KBS to make such an offer. An indicative valuation may differ substantially from an actual value. Such estimates do not necessarily reflect KBS’s internal bookkeeping or theoretical model-based valuations. Certain factors, which may not have been assessed for purposes of these valuations, including, for example, notional amounts, credit spreads, underlying volatility, costs of carry or use of capital and profit, may substantially affect a stated valuation. Indicative valuations may vary significantly from indicative valuations available from other sources. While KBS has obtained the information on which these evaluations are based from sources it believes reliable, KBS makes no representations or warranties with respect to any indicative valuations.
HYPOTHETICAL OR PAST PERFORMANCE
Hypothetical or simulated performance results have inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. Also, since the trades have not actually been executed, the results may have under or over-compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated trading programs in general are designed with the benefit of hindsight. Past performance is not indicative of future results; no representation is being made that any account will or is likely to achieve profits or losses similar to those shown.
MATERIAL IN ITS ENTIRETY
All materials at this Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, or any copyright or proprietary notices. Any disclaimers, restrictions, disclosure or hedge clauses apply to any partial document or material in the same manner as they do to the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.
LINKED SITES
Certain links are provided which may lead to websites maintained by third parties over which we have no control. We take no responsibility for the accuracy, content or any aspect of that material and disclaim any liability to you for such material or for any consequence of your decision to use the links provided or your use of such material. We also disclaim all liability and make no representations or warranties for any products or services sold or provided to you by any third party, including KBS affiliates. Your purchase of products or services through one of those other sites is subject to agreements and/or the terms and conditions in effect between you and the providers of products and services at those other sites. You agree that you shall not bring a suit or claim against KBS arising from or based on your purchase or use of products or services through those other sites. Links do not imply that KBS or this Site sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, tradename, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of KBS or any of its affiliates.
DELAYED MARKET INFORMATION
You acknowledge that some Content available through the Site may be delayed market information, and not “real-time” information.
NO WARRANTY
This section applies to all Content available through the Service except for actual offering memoranda for the sale of securities. You acknowledge that Content provided through the Service is not intended to be a recommendation, offer or solicitation of any particular products or services. In addition, all research, analysis and similar market information provided represent the views and opinions solely of the author or the indicated source. KBS does not independently verify the accuracy or completeness of such Content, nor does KBS endorse any particular views expressed therein. Except for offering memoranda, KBS takes no responsibility for the accuracy, content or any aspect of Content and disclaims any liability to you for Content or for any consequence of your decision to use Content. You agree that you shall independently confirm any information presented to you through the Service before relying on such information. KBS and its employees, contractors, agents and various contributors to the Service have no duty to correct or update any inaccurate or out-of-date Content.
DOWNLOADED CONTENT
It is up to you to take precautions to ensure that information and Content you download or otherwise select for your use is free of viruses and other destructive items.
CONSENT TO ELECTRONIC COMMUNICATIONS
You agree to receive all appropriate documentation and information provided by KBS, its subsidiaries and/or affiliates, regarding the Services through this Site and through e-mail provided to you via the Internet. This delivery will generally consist of any and all Content at the Site, and certain other documents relating to KBSÍs business, including sales literature. This electronic provision and delivery will be regarded by you as appropriate delivery pursuant to any delivery requirements under the various statutes and rules, where applicable, of the Securities and Exchange Commission, the National Association of Securities Dealers and any state. You acknowledge that you have the appropriate computer equipment to use this Site and to receive e-mail via the Internet and understand that your use of the Internet may incur certain operational costs such as monthly fees for a service provider. You agree to notify KBS at the phone numbers listed in this site in the event that you no longer desire to receive Content through this delivery procedure. You will allow a reasonable amount of time to make appropriate changes to ensure proper delivery to you through other means.
TERM AND TERMINATION OF AGREEMENT
If you have not registered to use this Site, then the most current form of this Agreement posted at this Site applies each time you access the Site. You should review the Agreement each time you access the Site. If you have registered to use one of the areas of the Site that requires an access Code, then this Agreement remains in effect until terminated by you or KBS. You may terminate this Agreement upon our receipt of your notice via e-mail or other written notice to KBS at 4343 Von Karman Avenue, Newport Beach, CA 92660. KBS may terminate this Agreement, in whole or with respect to a Service, with or without cause, at any time immediately upon notice posted at the Site. If you are a registered user, KBS may notify you of termination of the Agreement via e-mail or other written notice to the address you provide to us in the registration process. After the termination of this Agreement or a Service, you are not authorized to access or use the Service or Content, and you shall cease all such access and use. If you nonetheless access or use the Service or Content in spite of termination of the Agreement, your use of or access to the Service or Content will be subject to the version of the Agreement then in effect as to all current users.
CHANGES TO AGREEMENT AND SERVICE
KBS may make changes to this Agreement at any time. Your continued use of the Site indicates your continued agreement to be bound by this Agreement, as changed from time to time. You should view this Agreement often to stay informed of changes that may affect you. If you have registered with us and provided us with an e-mail address, we may provide you with notice informing you that this Agreement has changed, but such notice shall be for convenience only and shall not be required for the effectiveness of the changes. You agree to check the Service, your mail and/or e-mail on a regular basis to receive important and timely notices from KBS. KBS may also make changes to the Service and Content, including discontinuing any Service or Content. We reserve the right to do so without prior notice to you.
COMPLIANCE WITH LAWS AND INDEMNITY
The Service and Content may be used only for lawful purposes. Your conduct may be subject to local, state, national and international laws. You agree that you shall comply with applicable laws, rules, regulations, ordinances and other similar national and international requirements of the country, state and province in which you are accessing and using the Service and Content. You agree to abide by applicable export control laws and not to transfer, by electronic transmission or otherwise, any Content subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. Your further agree not to upload to the Service any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain encryption software. This assurance and commitment shall survive termination of this Agreement. Offices, residents and operations of your organization in Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria and any other countries that are the subject of general U.S. embargo restrictions are not permitted to access and use the Service, and any such access and use is a violation of this Agreement. Upon request by KBS, you agree to defend, indemnify and hold harmless KBS, its officers, directors, employees, agents, contractors or other suppliers from all liabilities, claims and expenses, including attorneys fees, that arise from a breach of this Agreement for which you are responsible, or from third party claims arising from your use of the Service or Content. KBS reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Notwithstanding the foregoing, you are not required to indemnify KBS for its own violations of applicable laws.
LIMITATION OF LIABILITY THE FOLLOWING LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO VIOLATIONS OF LAWS RELATING TO THE OFFER AND SALE OF SECURITIES. YOU ACKNOWLEDGE THAT NEITHER KBS AND ITS AFFILIATED COMPANIES NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER SUPPLIERS MAKES ANY WARRANTIES OR GUARANTEES WITH RESPECT TO THE SERVICE AND CONTENT, INCLUDING WITHOUT LIMITATION, WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY CONTENT, OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. KBS AND SUCH PERSONS SHALL NOT BE LIABLE TO YOU FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY (I) YOUR USE OF OR RELIANCE ON THE SERVICE OR CONTENT, OR (II)KBS'S PERFORMANCE OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT. KBS DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SERVICE OR CONTENT WILL BE FREE FROM ERRORS OR WILL BE AVAILABLE. IN NO EVENT WILL KBS AND ITS AFFILIATED COMPANIES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PUNITIVE, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Because some states or jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such states or jurisdictions, the liability of KBS, its affiliates and their officers, directors, employees, agents, contractors or other suppliers shall be limited in accordance with this agreement to the extent permitted by law. KBS, its affiliates and their officers, directors, employees, agents, contractors or other suppliers shall not be liable for any loss, cost or damage due to causes beyond their control. You understand that KBS accepts no responsibility for security of information on the Internet. Without limiting any of the foregoing, if KBS, its affiliates or any of their officers, directors, employees, agents, contractors or other suppliers is found liable to you for any claims or matters arising under or in connection with this Agreement, KBS and such partiesÍ aggregate and maximum liability for all such matters and claims in any calendar year shall not exceed $10,000. MISCELLANEOUS This Agreement represents your entire agreement with KBS with respect to your access and use of the Site and Content. This Agreement does not confer any rights, remedies or benefits upon any person other than you and KBS. This Agreement may only be amended by a written or electronic form duly accepted and agreed to by KBS and you, or in the manner described in the Section “Changes to Agreement and Service” above. You may not assign this Agreement without the prior written consent of KBS. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns. The following Sections shall survive termination: SITE CONTENT, JURISDICTION ISSUES, PROPRIETARY RIGHTS, LINKED SITES, NO WARRANTY, COMPLIANCE WITH LAWS AND INDEMNITY, LIMITATION OF LIABILITY and MISCELLANEOUS. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be affected. This Agreement shall be governed by and construed under the law of the State of New York and the Federal law of the United States. You hereby consent and submit to jurisdiction in the Federal or state courts of the State of New York, U.S.A. You hereby irrevocably waive your rights to a jury trial.