Welcome to the Business Without Borders website (the “BWOB Website”). Please read these terms and conditions of use (the “Terms”) carefully before using the BWOB Website. By using the BWOB Website or any of the products or services available on the BWOB Website you agree, without limitation or qualification, to be bound by these Terms. If you do not agree to these Terms, please do not use the BWOB Website. HSBC Bank USA, National Association and its affiliates (“we”, “us”, “our” or “HSBC”) reserve the right, at our sole discretion, to modify these Terms at any time, and such modifications shall be effective immediately upon posting of the modified Terms. You agree to review the Terms periodically to be aware of such modifications and your continued use of the BWOB Website shall be deemed your conclusive acceptance of the modified terms. These Terms do not alter in any way the terms or conditions of any other agreement you may have with HSBC for other products or services. In the event of a conflict or inconsistency between the terms or conditions of any other agreement you may have with HSBC for other products or services, such other terms and conditions between you and HSBC shall govern and take priority over these Terms.
1 PROPRIETARY NATURE OF WEBSITE AND CONTENT
The BWOB Website and all text, articles, editorials, blogs, information, images, audio, video, Professional Information (as defined below) and other material (“Content”) posted on the BWOB Website is protected by copyright, trade-mark and other applicable intellectual property and proprietary rights laws, and is owned, controlled or licensed by HSBC, its licensors, suppliers or contractors. The software which operates the BWOB Website (the “Software”) is proprietary to HSBC and you are not permitted to use it except as expressly allowed under these Terms. You shall not disassemble, decompile, or reverse engineer the Software. All Content posted on the BWOB Website remains the valuable intellectual property of its owner(s). Without limiting the generality of the foregoing, you do not acquire any ownership rights in the Content as a result of accessing or downloading it. You are hereby advised that HSBC, its licensors, suppliers or contractors, as the case may be, will aggressively enforce their intellectual property rights to the fullest extent permitted by law.
HSBC holds a license to practice U.S. Patent Nos. 6,405,181; 6,567,791; and 7,143,063.
HSBC is licensed by DTC under U.S. Patent Nos. 5,910,988; 6,032,137; 5,717,868; 5,583,759; 5,930,778; 5,774,663; 5,787,403; 5,899,982; 6,594,647; 6,341,272; 5,974,146 and 6,182,052.
2 PERMITTED USES OF WEBSITE AND CONTENT
All Content is made available on the BWOB Website solely for your own personal uses or for your own internal, ordinary, lawful, business information uses (collectively, “Permitted Purposes”). You may access, print, copy, download, make available, share on social media or email reasonable portions of Content for Permitted Purposes. You are not granted any rights for sale, resale, licensing, sub-licensing or promotional use with respect to the Content. You agree to abide by all copyright notices, information and restrictions contained in or displayed with any Content. Except as permitted in this Section 2 or with the prior written consent of HSBC, you may not reproduce, store, transmit, publish, broadcast, distribute, or make available any Content. You may not, without the permission of HSBC or the respective owner(s), modify the Content, or remove or alter any copyright and other proprietary notices contained in the Content. HSBC reserves the right to change any and all Content contained on the BWOB Website at any time without notice. All rights in or to Content that are not expressly granted in these Terms are reserved by HSBC or the other owner(s) of Content.
3 NO RIGHTS GRANTED IN TRADE-MARKS
Nothing contained on the BWOB Website should be considered as granting, by implication, estoppel or otherwise, any license or right to use any trade-marks, logos or other names, including but not limited to, those identifying HSBC, its licensors, suppliers or contractors, or their respective products and services displayed on the BWOB Website, without the expressed written consent of the applicable rights holder.
4 PROHIBITED USE OF THE BWOB WEBSITE AND CONTENT
Your use of the BWOB Website and Content must comply with these Terms, all applicable laws and all applicable policies of HSBC. You must be 18 years of age or older to use the BWOB Website. We do not knowingly solicit or collect personal information from children under the age of 13 without parental consent.
Without limitation, you may not use the BWOB Website to directly or indirectly:
- (a) invade another individual’s privacy or collect, disclose or store personal information about other individuals (including telephone numbers, street addresses, email addresses, last names, etc.);
- (b) “stalk” or otherwise harass another individual;
- (c) unlawfully promote or incite hatred;
- (d) impersonate any individual or entity or falsely state or otherwise misrepresent your affiliation with an individual or entity; or
- (e) without HSBC’s written permission, distribute or publish unsolicited promotions, advertising or solicitations for funds, goods or services, including junk mail and spam.
Access to and use of password protected and/or secure areas of the BWOB Website is restricted to authorized users only. Unauthorized persons attempting to access these areas of the BWOB Website may be subject to prosecution.
5 CONTRIBUTIONS BY YOU
5.1 Grant of Rights to Your Contributions
With respect to Content that you upload, post, transmit, distribute or otherwise disseminate or make available on or through the BWOB Website (your “Contributions”), you irrevocably grant us the world-wide, perpetual, fully paid, royalty-free, non-exclusive, sub-licensable and transferable right and license (without obligation) to use, distribute, reproduce, encode, modify, make derivative works from, adapt, edit, display, exhibit, publish, translate, or publicly perform, communicate, publicly display (collectively, “Use”) your Contributions, and to incorporate them into other derivative works or compilations, in any format and through any media channel, whether now known or hereafter invented, including, without limitation, by way of the BWOB Website. Subject to the rights expressly granted to us, you retain ownership of the copyright in your Contributions.
5.2 Prohibited Content
You agree not to upload, post, transmit, distribute or otherwise disseminate or make available on or through the BWOB Website any Content that:
- (a) is copyrighted, protected by trade secret or otherwise subject to third party proprietary or contractual rights, including privacy and personality/publicity rights, unless you are the owner of such rights or have written permission from the rightful owner to post the Content and to grant us all of the rights granted herein;
- (b) is obscene, profane, defamatory, libellous, slanderous, fraudulent, deceptive, threatening, intimidating, pornographic, harassing, abusive, hateful, racially or ethnically offensive, encourages or assists conduct that would constitute a criminal offence, could result in civil liability, or is otherwise objectionable, offensive, inappropriate or unlawful;
- (c) implies or suggests endorsement by us;
- (d) in the case of audio or video Content, is greater than (10) minutes in duration;
- (e) contains viruses, corrupted files, or any other similar software or programs that may damage the operation of our computer systems or those of any user;
- (f) contains advertising, a solicitation of funds or a solicitation for goods or services; or
- (g) otherwise violates these Terms or any applicable local, state, federal or international law, order or regulation.
5.3 Third Party Clearances
You represent and warrant that: (a) you own or have secured all necessary licenses, rights, consents and permissions to use, and to authorize us to Use, any trade-marks, copyrighted material or other intellectual property and/or proprietary material contained in your Contributions; (b) you have the written consent, release and/or permission of every identifiable individual person appearing or referenced in your Contributions to use his/her name and/or likeness; and (c) your Contributions do not and will not infringe or otherwise violate the rights of any party in copyright, trademark or other intellectual property right recognized in any jurisdiction.
5.4 Removal of Content
HSBC is not responsible for and assumes no liability for Content that you or other users make available through the BWOB Website. However, HSBC reserves the right to investigate, monitor, delete, move, remove, edit or refuse to post or transmit any Content, in whole or in part, without notice to you, that it deems in its absolute discretion, unacceptable, undesirable or in violation of any law or these Terms.
5.5 Responsibility for Uploaded Content
You will be solely responsible for any Content that you make available through the BWOB Website and any liability resulting from its use as contemplated in these Terms. You will also be liable for any costs, losses or damage resulting, directly or indirectly, from your making any Content available on or through the BWOB Website.
5.6 Postings Non-Confidential
Any communications, comments, ideas or concepts that you post to the BWOB Websites will be treated as non-confidential and non-proprietary. You agree that HSBC is free to use any ideas, concepts, know-how or techniques that you send us for any purpose.
In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect HSBC’s systems and customers, or to ensure the integrity and operation of HSBC’s business and systems, HSBC may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted Content. HSBC’s right to disclose any such information shall govern over any terms of Section 15 below.
6 THIRD PARTY CONTENT
6.1 Third Party Content
You acknowledge that despite the prohibitions above, Content posted on the BWOB Website by other end users may contain inaccurate, inappropriate, or offensive material, products or services and links to other web sites. We do not have control over Content provided by third parties and assume no responsibility or liability for such Content. Content you access, transmit or download using the BWOB Website is accessed, transmitted and downloaded at your own risk.
6.2 Third Party Websites
Third party websites accessed via links or other means from the BWOB Website (“Linked Sites”) have, unless otherwise indicated, been independently developed by third parties. The inclusion of any Content from, or links to, Linked Sites on the BWOB Website should not be construed as an express or an implied endorsement of any third party products or services by us. Any dealings you have with suppliers, sponsors, advertisers or others found while accessing the BWOB Website are between you and those persons. Such Linked Sites are in no way investigated, monitored or checked by us. Linked Sites may contain terms, conditions and policies, including privacy policies, confidentiality provisions and ownership provisions that differ from these Terms. When leaving the BWOB Website, you should be aware that our terms and policies no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of any third party websites. HSBC ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR THE CONTENT, ACCURACY, RELIABILITY OR OPINIONS EXPRESSED IN A LINKED SITE AND SUCH LINKED SITES ARE NOT MONITORED, INVESTIGATED, OR CHECKED FOR ACCURACY OR COMPLETENESS BY HSBC. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, RELIABILITY, TIMELINESS AND COMPLETENESS OF ANY INFORMATION AVAILABLE ON A LINKED SITE. HSBC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, OR ACCURACY, WITH RESPECT TO THE PRODUCTS, SERVICES AND CONTENT OBTAINED FROM A LINKED SITE.
7 LINKING AND FRAMING
Links to the BWOB Website without the express written permission of HSBC are strictly prohibited. HSBC reserves the right to cancel and revoke any permission it may give to link to the BWOB Website at any time, for any reason, without any notice, and without any liability to you or any other person. The framing, mirroring, scraping or data-mining of the BWOB Website or any of its content in any form and by any method are strictly prohibited.
You may be required to adopt a unique user name and password to access portions of the BWOB Website. You agree to provide true, accurate, and current information about yourself and (if applicable) the company you represent. You are solely responsible for protecting your user name and password. We are not liable for any claims, losses, actions, damages, suits or proceedings relating to the sharing of your user name and password with others. You agree to notify HSBC immediately after you become aware of any unauthorized use of your user name and password, and to take such reasonable steps as are necessary to prevent any reoccurrence of such event.
These Terms (including your access to and permitted uses of the BWOB Website) shall continue indefinitely until terminated by us pursuant to the provisions hereof or in accordance with applicable law. We may discontinue or terminate your access to and uses of the BWOB Website or any portion thereof at any time without notice to you. Our discontinuance of the BWOB Website or any portion thereof may result in the removal or deletion of Content made available by you. You are responsible for maintaining any required back up copies of such Content. HSBC will not be liable to you with respect to the deletion of any Content.
10 DISCLAIMER OF WARRANTIES
THE BWOB WEBSITE AND ALL CONTENT, MATERIAL, INFORMATION OR POSTINGS FOUND ON, DOWNLOADED OR ACCESSED THROUGH THE BWOB WEBSITE IS PROVIDED ON AN “AS IS” BASIS. HSBC, ITS LICENSORS, SUPPLIERS OR CONTRACTORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, DURABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE BWOB WEBSITE OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH THE BWOB WEBSITE. HSBC, ITS LICENSORS, SUPPLIERS OR CONTRACTORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, TIMELINESS, RELIABILITY, TRUTHFULNESS OR COMPLETENESS OF THE BWOB WEBSITE OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH THE BWOB WEBSITE INCLUDING, BUT NOT LIMITED TO, THE CONTENT, INFORMATION, MATERIAL OR POSTINGS FOUND ON THE BWOB WEBSITE (INCLUDING, BUT NOT LIMITED TO, ANY PRESS RELEASES OR FINANCIAL INFORMATION), ANY PRODUCTS OR SERVICES PROVIDED THROUGH THE BWOB WEBSITE, OR ANY LINKS TO THIRD PARTY WEBSITES MADE AVAILABLE ON THE BWOB WEBSITE OR THE CONTENT CONTAINED ON SUCH SITE(S). HSBC, ITS LICENSORS, SUPPLIERS OR CONTRACTORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE BWOB WEBSITE OR ACCESS TO AND USE OF THE BWOB WEBSITES WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM DEFECTS, VIRUSES OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT USE OF THE BWOB WEBSITE IS AT YOUR SOLE RISK.
11 PROFESSIONAL INFORMATION DISCLAIMER
The BWOB Website may make available certain information provided by us or third parties related to various professional fields such as, without limitation, banking, law, tax, accounting and finance (“Professional Information”). The BWOB Website is for informational purposes only. WHILE WE ENDEAVOUR TO ENSURE THAT THE INFORMATION POSTED ON THE BWOB WEBSITE IS CORRECT AND UP-TO-DATE, THE BWOB WEBSITE IS NOT GUARANTEED TO BE ACCURATE, COMPLETE OR TIMELY. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE BWOB WEBSITE AT ANY TIME AND WITHOUT ANY PRIOR WARNING. THE BWOB WEBSITE IS NOT INTENDED TO BE A COMPREHENSIVE OR DETAILED STATEMENT CONCERNING THE MATTERS ADDRESSED. The Professional Information provided should not be interpreted as professional advice and does not replace the opinion of a qualified professional. You should obtain appropriate, qualified professional advice before acting or omitting to act based upon any information provided on or through the BWOB Website. You expressly agree that your use of, or reliance on, any Professional Information is at your sole risk. YOU FURTHER AGREE THAT HSBC, ITS LICENSORS, SUPPLIERS OR CONTRACTORS WILL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, IN ANY WAY FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR IN CONNECTION WITH YOUR USE OF, OR RELIANCE ON, ANY PROFESSIONAL INFORMATION.
12 FINANCIAL INFORMATION DISCLAIMER
The BWOB Website may make information available provided by us or third parties related to various financial matters. The financial information available on the BWOB Website is: (a) for information purposes only and not intended as investing advice; (b) not to be used or construed as an offer to sell, a solicitation of an offer to buy, or an endorsement, recommendation, or sponsorship of any entity or security by HSBC, its licensors, suppliers or contractors; and (c) not necessarily reflective of the views or policies of HSBC, its licensors, suppliers or contractors, or any of their respective directors, officers, employees, consultants and agents. THE FINANCIAL INFORMATION ON THE BWOB WEBSITE IS NOT GUARANTEED AND NO REPRESENTATIONS OR WARRANTIES CAN BE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE FINANCIAL INFORMATION PROVIDED AS PART OF THE BWOB WEBSITE. PRIOR TO THE EXECUTION OF A PURCHASE OR SALE OF ANY SECURITY OR INVESTMENT, YOU ARE ADVISED TO CONSULT WITH YOUR BROKER OR OTHER FINANCIAL ADVISOR TO VERIFY PRICING AND OTHER INFORMATION. HSBC, ITS LICENSORS, SUPPLIERS OR CONTRACTORS SHALL HAVE NO LIABILITY FOR INVESTMENT DECISIONS BASED UPON, OR THE RESULTS OBTAINED FROM, THE CONTENT PROVIDED ON THE BWOB WEBSITE. NOTHING CONTAINED IN THE BWOB WEBSITE SHALL BE CONSTRUED AS INVESTMENT ADVICE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ALL FINANCIAL INFORMATION AND YOU ACKNOWLEDGE AND AGREE THAT YOU ARE RESPONSIBLE FOR THE ENTIRE RISK WITH RESPECT TO YOUR USE OF AND RELIANCE ON THE FINANCIAL INFORMATION PROVIDED ON THE BWOB WEBSITE. YOU FURTHER AGREE THAT HSBC, ITS LICENSORS, SUPPLIERS OR CONTRACTORS WILL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, IN ANY WAY FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR IN CONNECTION WITH YOUR USE OF, OR RELIANCE ON, ANY FINANCIAL INFORMATION PROVIDED.
13 LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT THE BWOB WEBSITE IS BEING PROVIDED AS AN ACCOMMODATION TO YOU FREE OF CHARGE OR OTHER CONSIDERATION FROM YOU. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL HSBC, ITS LICENSORS, SUPPLIERS OR CONTRACTORS, OR EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS, BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT INCLUDING NEGLIGENCE, NEGLIGENT MISREPRESENTATION, PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, OR ANY LOSS THAT RESULTS FROM YOUR USE OF, OR YOUR INABILITY TO USE ANY CONTENT, INFORMATION, MATERIAL OR POSTINGS ON THE BWOB WEBSITE, DIRECTLY OR INDIRECTLY. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT HSBC, ITS LICENSORS, SUPPLIERS OR CONTRACTORS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU.
To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless HSBC, its licensors, suppliers or contractors, and each of their respective directors, officers, employees, consultants and agents from and against all claims, liability and expenses, including all legal fees and costs arising out of: (a) your breach of any provision of these Terms; or (b) your use of the BWOB Website, the Content contained in the BWOB Websites and the placement or transmission of any Content on the BWOB Website made by you or others using your user name and password. Each of HSBC, its licensors, suppliers or contractors reserve the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will co-operate as fully as reasonably required in the defense of any claim.
15 ONLINE PRIVACY PRACTICES
To help us learn which products, services and sections of the BWOB Website interest you, and to improve your experience, we use “cookies.” Cookies are small files that our web server places on your hard drive to track activity on the BWOB Website during a browsing session, and across multiple sessions. The cookies we set contain no personal information. BWOB Cookies can only track activity on this website, and cannot be read by any non-BWOB websites.
We use third party advertising companies to serve ads on our behalf across the Internet. These third-party advertising companies employ cookie and 1×1 pixel.gif (web beacon) technology to measure and improve the effectiveness of ads for their clients. To do so, these companies may use anonymous information about your visits to the BWOB Website and other websites. This information can include: date/time of banner ad shown, their cookie, and IP address. They do not collect personally identifying information. This information can also be used for online preference marketing purposes. Information about your visits to the BWOB Website and other websites may be used to provide ads about goods and services of interest to you. If you would like more information about this practice or to opt-out of these cookies, please visit the Network Advertising Initiative Opt-Out Tool.
In order to develop the BWOB Website in line with customer needs we work with WebTrends to track usage on our website. WebTrends provide us with statistics to show us which pages on the BWOB Website are visited most frequently and how long visitors spend on our site. We use this information to help us plan how we should improve the site.
16 CONFIDENTIALITY OF INFORMATION
We have taken reasonable steps to ensure the confidentiality of information taken at this Website and transmitted via the Internet. However, unexpected changes in technology may be used by unauthorized third parties to intercept confidential information and we cannot be responsible should confidential information be intercepted and subsequently used by an unintended recipient.
17 REMEDIES AND RECOURSE
- 17.1 If you are dissatisfied with the BWOB Website or with these Terms, your sole and exclusive remedy is to discontinue using the BWOB Website.
- 17.2 Any unauthorized use of the BWOB Website will terminate the permission or license granted by these Terms and may violate applicable law including copyright laws, trademark laws (including trade dress), and communications regulations and statutes.
- 17.3 HSBC reserves the right to seek all remedies available at law and in equity for violations of these Terms, including the right to block access from a particular IP address to the BWOB Website or any part thereof.
18 COPYRIGHT COMPLAINTS
HSBC respects the copyright of others. If you believe that your work has been copied and has been posted to the BWOB Website in a way that constitutes infringement of your copyright, please provide HSBC the following written information:
- 18.1 an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- 18.2 a description of the copyrighted work that you claim has been infringed upon;
- 18.3 a description of where the material that you claim is infringing is located on the BWOB Website;
- 18.4 your address, telephone number, and e-mail address;
- 18.5 a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- 18.6 a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
For notice of claims of copyright infringement on the BWOB Website please contact HSBC as provided below.
To contact HSBC in connection with these Terms or the Business without Borders Website, send an e-mail to email@example.com or write to HSBC.
20 FORCE MAJEURE
HSBC will not be responsible for any failure to perform hereunder due to unforeseen circumstances or to causes beyond HSBC’s reasonable control, including without limiting the generality of the foregoing acts of God, war, riot, embargoes, acts of government, civil or military authorities, catastrophe, fire, floods, accidents, strikes, shortages of transportation, facilities, telecommunications failures, computer viruses, supplier problems, or unauthorized access.
These Terms, and any or all rights, duties, or obligations under these Terms may not be assigned, charged or delegated by you without the prior consent in writing of HSBC. Any attempt at such assignment or delegation by you without HSBC’s prior written consent will be void.
22 MISCELLANEOUS TERMS
- 22.1 These Terms will be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles thereunder relating to the conflict of laws. You irrevocably agree that any legal action, suit or proceeding brought by you in any way arising out of these Terms or your use of the BWOB Website must be brought solely and exclusively in the United States District Court for the Southern District of New York or in the State courts of the State of New York, and you irrevocably accept and submit to the sole and exclusive jurisdiction of each of the aforesaid courts or any other judicial district or jurisdiction as HSBC may determine.
- 22.2 Except as provided herein, these Terms and any rules, policies, guidelines or other agreements posted on the BWOB Website by HSBC constitute the entire agreement between HSBC and you with respect to your use of the BWOB Website. No waiver by either HSBC or you of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provisions contained herein shall be determined to be void, invalid or otherwise enforceable by a court of competent jurisdiction, then that provision shall be deemed severable from these Terms and such determination shall not affect the remaining provisions contained herein.
- 22.3 Wherever in these Terms the context so requires, the singular number shall include the plural number and vice versa and any gender herein used shall be deemed to include the feminine, masculine or gender neutral and “person” shall include an individual, partnership, corporation, joint stock company, trust (including a business trust), unincorporated association, joint venture, or other entity or a government or governmental authority or any agency, department or instrumentality thereof. The terms “hereof”, “herein”, “hereunder” and similar expressions refer to these Terms and not to any particular Section or other portion hereof and include any agreement supplemental hereto. The terms “provision” and “provisions” refer to terms, conditions, provisions, covenants, obligations, undertakings, warranties and representations. The term “includes” or “such as” shall be construed as meaning “includes without limitation” and “such as without limitation”, as the case may be.