2. Authorised users
2.1 The Client is responsible and liable for the consequences of all use of the Portal by its Authorised Users, including all acts and omissions relating to that use.
2.2 The Client must not, and must ensure that its Authorised Users do not:
(a) disclose their username or password to any other person;
(b) disclose other security information relating to the Portal to any third party;
(b) use the Portal other than for the authorised purpose and in accordance with this agreement; and
(c) access or use the Portal in breach of any applicable law.
2.3 The Client must ensure that an Authorised User does not access or use the Portal after they cease to be an officer, employee of the Client or a Client subsidiary.
2.4 The Client must not provide SJM Advisors with an email address of an Authorised User unless the Client has that person’s consent to provide the address to SJM Advisors for use in connection with the Portal.
2.5 The Client agrees to notify SJM Advisors of changes to Authorised Users or an Authorised User’s email address, by notice in writing given by the Client. When notifying SJM Advisors of a new Authorised User, the Client must also provide SJM Advisors with the new Authorised User’s email address.
2.6 The Client agrees to notify SJM Advisors immediately on becoming aware, or having reasonable grounds to suspect, a username or password has been lost or stolen or has otherwise been disclosed to or become known by a person other than the Authorised User to whom it belongs.
3.1 No website or data transmission using the internet can be totally secure. SJM Advisors agrees to maintain reasonable security measures. The Client is responsible for ensuring the measures meet its security requirements in relation to the Portal.
3.2 To the fullest extent permitted by law, the Client:
(a) releases SJM Advisors from all ‘Portal Claims’, being claims arising out of or in relation to:
(i) use of the Portal, including all claims relating to loss, corruption or unauthorised disclosure of or unauthorised access to information uploaded to, stored on or downloaded from the Portal or damage or interference to computer or other systems caused by viruses, malicious software or otherwise, except to the extent arising directly from SJM Advisors’s failure to maintain reasonable security measures.
(ii) without limiting paragraph (i):
(A) the Client’s use of or reliance on information available on the Portal other than final deliverables SJM Advisors prepares as part of the services; and
(B) the Client’s use of third party software accessed through the Portal or links to external websites through the Portal.
(iii) SJM Advisors relying on the Client’s notification of Authorised Users (whether in writing or through a function on the Portal).
(iv) access to the Portal being unavailable or interrupted from time to time (including for extended periods) or terminated.
(b) promises not to make or assist, directly or indirectly, any Portal Claim against SJM Advisors, and agrees that this promise may be pleaded in bar of any Portal Claim.
3.3 The Client must ensure that each of its Authorised Users complies with clause 3.2 as if named in clause 3.2 as the Client and as if ‘other than final deliverable SJM Advisors prepares as part of the services’ were deleted from clause 3.2(a)(ii)(A).
SJM Advisors agrees to ensure its subcontractors and third party suppliers comply with SJM Advisors’s obligations to the Client under this agreement in relation to information transferred to them.
All services provided by SJM Advisors may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any Federal or State law is prohibited. This includes, but is not limited to: copyrighted material, material we judge to be threatening or obscene or material protected by trade secret and other statute, and invasion of privacy. The client agrees to indemnify and hold harmless SJM Advisors from any claims resulting from the use of the service which damages the client or any other party.
All pornographic content and sex-related merchandising is prohibited on all SJM Advisors servers. This includes sites that may infer sexual content or links to adult content elsewhere. SJM Advisors will be the sole arbiter in determining violations of this provision.
Also prohibited are sites that promote any illegal activity or present content that may be damaging to SJM Advisors servers or any other server on the Internet. Links to such materials are also prohibited.
Examples of Unacceptable Content or Links
Pirated software Hacker programs or archives Warez sites SJM Advisors will be the sole arbiter as to what constitutes a violation of this provision.
Spamming, or the sending of unsolicited email, from a SJM Advisors server or using an email address or domain that is maintained on an SJM Advisors machine as reference is STRICTLY prohibited. SJM Advisors will be the sole arbiter as to what constitutes a violation of this provision. Sites that are found to be spamming, or users that have been found to have uploaded any script to a SJM Advisors server that is utilized for the purpose of sending out bulk email will be removed immediately, without prior notice.
6. Misuse of System Resources
Any attempt to undermine or cause harm to a server, or client, of SJM Advisors is strictly prohibited. This includes, but is not limited to: using programs that consume excessive CPU time; allowing the use of mail services, mail forwarding capabilities, or auto res ponders other than for the customer’s own account; resale of disk space without an appropriate re seller agreement; use of servers for backup of files unrelated to the web site of the account; or resale or remote access to CGI scripts installed on our servers. No IRC related software is permitted on our servers. This includes servers, bots, bouncers, or any other software that is used for the purpose of creating, maintaining, or providing access to IRC servers or channels. Accounts that are found to have such software uploaded to their web space are subject to immediate suspension and/or termination without notice.
The Client agrees that SJM Advisors has no liability for Portal Claims and accepts no liability or responsibility to any third party . The Client agrees to indemnify SJM Advisors against any liability (including reasonable legal costs) SJM Advisors incurs in connection with any claim by a third party arising from the Client’s breach of this agreement.
At any time, in its absolute discretion, SJM Advisors may do any of all of the following:
(a) remove information from the Portal;
(b) decommission the Portal; and
(c) revoke the Client’s licence to use the Portal and terminate access of the Client and all Authorised Users.
Without limiting the above:
- SJM Advisors will remove information from the Portal for archiving in accordance with SJM Advisors policies; and
- The Client’s licence to use the Portal terminates immediately after the closing of its SJM Advisors accounts.
SJM Advisors is not responsible or liable for any consequences of SJM Advisors removing information from or decommissioning the Portal or revoking or terminating the Client’s licence to use it.
9. Changes to terms
10. Forced majeure
Neither the Client nor SJM Advisors is liable for delay or failure to fulfil obligations to the extent that the delay or failure arises due to an unforeseen event beyond their reasonable control which is not otherwise dealt with in this agreement. Each of us agrees to use reasonable endeavours to remove or overcome the effects of the relevant event without delay.
11. Applicable law
The law applying to this agreement is the law of Queensland. The Client and SJM Advisors submit to the exclusive jurisdiction of the courts of that state and waive any right either of them may have to claim that those courts do not have jurisdiction or are an inconvenient forum
Any notice under this Agreement may be e-mailed, delivered personally or mailed by registered mail to the address on our contact page, or to such other places as the parties may designate in writing.
Client means the organisation named in the Client Portal Access and Transaction Authority.
Including must be read as if followed by ‘without limitation’
Portal means the website identified as the Portal in the Client Portal Access and Transaction Authority.
SJM Advisors means Scott James McDonald, SJ McDonald & Associates, SJM & SJM Advisors