JANA SPARK: TERMS AND CONDITIONS OF USE
Current as at 20 September 2018
JANA Investment Advisers Pty Ltd ABN 97 006 717 568 of Level 6, 255 George Street, Sydney NSW 2000 (JANA, or “we”, “us”, “our”) provides the information and services on these web site pages within the JANA Spark portal (Site) to wholesale clients and their authorised persons only in accordance with the following terms and conditions (Terms).
In these Terms, “you” means the individual using this site, acting as a representative (eg: employee, director, contractor) of the entity (“Client Entity”) that is our client.
If you are in any doubt about any of this information, please contact us (see details in clause 19).
1. ACCESS AND AUTHORISATION
By clicking on the “I accept” button, or accessing or using the Site, you indicate that:
• you are authorised by your Client Entity to access the Site and are doing so as a representative of that Client Entity;
• your Client Entity is a ‘wholesale client’ (within the meaning of the Corporations Act 2001) of JANA;
• your Client Entity is resident in Australia or New Zealand; and
• you have read and agreed to be bound by these Terms, and any directions given by us from time to time which apply to your access to, and use of, the Site.
If you choose to access the Site from outside Australia, you and your Client Entity are responsible for compliance with applicable foreign and local laws.
The information in this Site is created for a wholesale client audience only.
2. NO RELIANCE
JANA aims to ensure that all information on the Site is up to date and accurate. However, the information is subject to change at any time by JANA. JANA gives no assurance or warranty (express or implied) and accepts no responsibility for the accuracy, currency, fairness or completeness of any information in this Site.
This Site may contain links that will let you access other web sites maintained by third parties. The links are only provided as a convenience and unless expressly stated otherwise, JANA does not endorse any of these sites. JANA assumes no responsibility or liability for any material that may accessed on other web sites reached through this Site, nor does JANA make any representation regarding the quality of any product or service contained at any such site.
We make no representation or warranty of any kind:
• in relation to the reliability, suitability or availability of the Site or its contents;
• that access to the Site or its contents will be secure, uninterrupted or error-free;
• that errors or defects within the Site or its contents will be able to be corrected; or
• that the Site will operate with any other hardware, software, system or data.
3. INTELLECTUAL PROPERTY
Subject to the terms of this clause 3, all intellectual property rights in this Site and its contents (including all information, material, software, images, photographs, graphics, streaming audio and streaming video) is owned by JANA.
We acknowledge that your organisation owns the content you submit about your organisation for uploading to the Site (Client Content). You or your organisation grants to JANA and its officers, employees and Site suppliers or agents) a non-exclusive, perpetual and irrevocable licence of the intellectual property in the Client Content for the purpose of JANA complying with the Terms and providing the Site.
If we prepare any enhancements to the Site, we retain ownership of all intellectual property rights in such enhancements, together with any materials or documents derived from such enhancements.
You must not exploit any intellectual property rights in the Site or the content in any way except as expressly permitted on the Site or as authorised by JANA in writing.
Nothing in these Terms affects the ownership of either JANA’s or your organisation’s intellectual property prior to use of the Site.
4. RESTRICTIONS ON USE
You agree to use the Site solely for the use and benefit of your organisation. In addition, you agree to the following regarding your use of the Site:
• not to use the Site for any illegal purpose;
• not to use, reproduce or disseminate any information contained in the Site in any manner that could compete with, or be detrimental to, the business of JANA, or which is inaccurate or misleading or offensive, or which brings JANA or any of its officers, employees or shareholders into disrepute;
• to protect the proprietary rights of JANA and all others having rights in the Site and to comply with all reasonable written requests made by JANA (or its agents or suppliers) to protect relevant contractual, statutory and common law rights in the Site;
• to notify JANA in writing promptly upon becoming aware of any unauthorised access or use of the Site by any party or of any claim that the Site infringes upon any intellectual property, contractual, statutory or common law rights;
• not to modify, move, add to, delete or otherwise tamper with the information contained in the Site;
• not to decompile, reverse engineer, disassemble or unlawfully use or reproduce any of the software, copyrighted or trademarked material, trade secrets, or other proprietary information contained in the Site. However, you may download material from the Site and/or print a reasonable number of copies for use within your organisation, provided that all copies retain all copyright and other proprietary notices;
• not to create unauthorised links to the Site, or frame of any information contained on the Site. JANA reserves the right to disable any unauthorised links or frames. JANA has no responsibility or liability for any material on other web sites that may contain links to this Site;
• not to pass on any of JANA’s general financial product advice which may be contained in the Site to any retail client unless you have first reviewed and adapted the material to ensure it is appropriate for a retail audience and you take responsibility for issuing the information to retail clients.
Save to the extent that any liability cannot be excluded or limited under applicable law, all liability of JANA, its officers, employees, and agents to you or any other person for loss or damage of any kind (however caused, including by negligence) arising from or relating in any way to any content or any use of the Site, or the availability of the Site or any content, is excluded.
The Internet is not a secure medium and communications to and from this Site may be intercepted or altered in transit. Whilst JANA strives to protect such information, we do not warrant that the Site is free from anything which may damage any computer or other device which accesses the website or any data on such computer or other device. Accordingly, you acknowledge that any information which you transmit to JANA is transmitted and stored on the Site at your own risk.
You acknowledge that the unique user identification (User ID) and password we send or sent you is for your sole and exclusive use to access and use the Site.
You agree to observe and maintain the confidentiality of all security features (including your User ID and password) relating to use of the Site as notified by us from time to time.
JANA will not be liable for any unauthorised breach or disclosure of the security features.
You agree we are not responsible for any interference or damage to your computer system which arises in connection with, or as a result of, your use of the Site.
JANA may at any time without notice, vary, suspend or terminate access to, or use of the Site.
7. CONFLICTS OF INTEREST
For JANA’s relevant conflict of interest disclosures, contact your JANA consultant. Also, you can request a copy of JANA’s Conflicts of Interest Policy, by contacting us pursuant to clause 18.
Each party may have access to information in the Site which is by its nature confidential (for example, this would include details or information concerning JANA’s reports, systems, processes or methodologies).
The parties agree that they will not disclose any such confidential information to any other person except to the extent necessary for the delivery or use of the Site and compliance with the Terms, or as previously approved by the relevant party, or to comply with any relevant law.
The parties acknowledge that confidential information does not extend to information which is in the public domain, otherwise than as a result of unauthorised disclosure by the receiving party or its representative.
You acknowledge that we may provide details of these Terms to our Related Bodies Corporate and refer to the you and your organisation as a client in our promotional material.
We may use your personal information to create and maintain your User ID. We may then use and share the information we collect about your use of the Site with third parties for the purpose of providing the Site and improving the services we offer you and your organisation. We may provide your personal information to regulators if required under relevant law or regulation from time to time.
10. GOVERNING LAW
These Terms will be construed according to and are governed by the laws of New South Wales, Australia.
You agree that all proceedings relating to this Site, and the contents of the Site, shall be maintained exclusively in the courts of the New South Wales.
Material on this Site may be updated and amended from time to time and may not reflect the most recent legal or regulatory developments in Australia, or in foreign jurisdictions.
These Terms will inure to the benefit of and be binding upon each of JANA and its successors and assigns and related persons, and client administrators, successors, permitted assigns, and personal representatives.
You may not assign these Terms or rights and obligations under these Terms without the express prior written consent of JANA, which may be withheld in its sole discretion. JANA may assign these Terms and its rights and obligations under these Terms without your consent.
From time to time, JANA may change these Terms. Accordingly, please continue to review the Terms whenever accessing or using this Site. Your use of this Site, or any service on this Site, after the posting of changes to the Terms will constitute your acceptance of the changed Terms. If, at any time, you do not wish to accept the Terms, you should not use this Site.
Either you or JANA may terminate these Terms with or without cause at any time and effective immediately. You may terminate by discontinuing use of the Site and destroying all materials obtained from the Site.
These Terms will terminate immediately without notice from JANA if it determines, in its sole discretion, that you have failed to comply with any provision of these Terms.
Upon termination by you or upon notice of termination by JANA, you must promptly destroy all content obtained from the Site and any copies of such content. You must also provide written confirmation from your organisation’s compliance officer that this content has been deleted.
Notwithstanding this clause 13, your organisation may retain confidential information for the purposes of it complying with the requirements of any law, court, regulatory agency or authority or stock exchange or internal compliance policies, in which case such retained confidential information must remain confidential in accordance with these Terms.
Terms 1, 2, 3, 5, 6, 8, 9,13 and 14 shall survive any termination of these Terms.
Unless you inform us otherwise, you consent to receipt of electronic messages from us attaching JANA commentary, insights, or news about our business.
15. ENTIRE AGREEMENT
The Terms constitute the entire agreement with respect to your use of the Site and its contents. These Terms supersede all prior representations, agreements, statements and understandings in relation to the subject matter of these Terms.
Each party must do all things and execute all further documents necessary to give full effect to the Terms.
A waiver by either party of a breach of the Terms will not be regarded as a waiver of any other breach. A failure by either party to enforce a provision of these Terms will not be interpreted as a waiver.
Each clause of these Terms shall be read as separate so that if any clause is void or unenforceable for any reason, it will be ineffective to the extent of the prohibition or unenforceability. That will not invalidate the remaining Terms.
If you have any questions about these Terms, or need to notify us of any matter in accordance with these Terms, you can contact JANA’s Head of Legal, Risk & Compliance at:
Phone: +61 2 9221 4066
Post: Level 6, 255 George Street, Sydney NSW 2000
Without limiting the methods by which a notice or other communication may be given at law, a notice or other communication is properly delivered if it is transmitted by email to the email address associated with your User ID. You agree to immediately notify us of any change in the email associated with your User ID.