PLEASE READ THIS DOCUMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR OBLIGATIONS AND LEGAL RIGHTS.
Macias Gini & O’Connell LLP and its affiliated firms, (“FIRM”) provides the Client Portal located at https://mgo.sharefile.com/Authentication/Login, and the sections within (collectively the “Portal Site”) so that individuals or entities that have engaged FIRM to provide professional services (hereafter, “Client(s)”), Users (as defined below), FIRM Staff, and FIRM Staff’s designees can securely exchange documents and collaborate with each other relative to the engaged FIRM Services. The Portal Site is only intended to facilitate and enhance the exchange of documentary information between FIRM and its Client(s) related to an existing engagement. This Document governs the use of the Portal Site. Neither the Portal Site nor this Document shall be construed as modifying, amending, or altering the terms of the engagement agreement between FIRM and its Client(s) or be used to create a new engagement agreement between FIRM and the Client(s).
This Document describes FIRM’s practices in collecting and processing personal information through the Portal Site and defines the terms for use of the Portal Site. This document also describes the Client(s)’ responsibilities and obligations relating to the management of the Client(s)’ access to the Portal Site. By accessing or using the Portal Site, you (“You”, “Your”) signify that You have read, understand and agree to be bound by the terms and conditions stated within this Document. You agree to only use the Portal Site for its intended purpose, and not use it otherwise without FIRM approval.
All content, information, and services provided on and through the Portal Site may be used only under the terms and conditions of this Document.
FIRM may change this Document and the terms governing the Portal Site, and/or may change, edit, delete or revise portions of the Portal Site at any time. In the event of a change to this Document, the revised Document will be presented the next time You access the Portal Site. You should review this Document periodically to remain informed of any changes. FIRM shall have no responsibility to contact You individually regarding any such revisions.
Applicable Access Requirements
FIRM will invite representatives of the Client to access to the Portal Site only based on the expressed, written consent provided by the Client. The Client shall be responsible for designating a representative(s) that is authorized to provide such consent on behalf of the Client. FIRM will be responsible for designating a representative(s) authorized to receive such consents from the Client (“FIRM Designee”).
The Client shall not request an invitation for any individual to use the Portal Site unless such individual satisfies each of the following conditions: (a) he or she must be an employee of the Client, an independent contractor of the Client, or be a person otherwise working under the direction, supervision and control of the Client; and (b) he or she must need to access the Portal Site for the purposes of FIRM providing the engaged services to the Client. An individual satisfying these conditions for which the Client has provided the necessary consent and to which FIRM has, in accordance with the terms of this Document, extended an invitation to access the Portal Site shall be referred to throughout this Document as “User.” A request by the Client to the FIRM Designee for an invitation to the Portal Site shall constitute and shall be construed as approval by the Client for the invited User to have access to the Portal Site and a warrant and representation that the User satisfies the aforesaid conditions for any individual’s access to the Portal Site.
The request and consent must be provided in writing to the FIRM Designee and must include the following:
• The intended User’s Full Name
• The intended User’s Email address (to which an invitation and registration details will be sent)
• The Client’s expressed consent to add the intended User(s) to a specific Portal Site
The FIRM Designee, upon receipt of satisfactory consent from the Client, is permitted to:
• Invite Users to register for the Portal Site as described in this document.
• Remove Users (as defined below) from the Portal Site as described in this document.
Any access granted by FIRM hereunder shall be limited to the access allowed by FIRM, in its sole discretion, and solely as reasonably necessary for the purposes of the services Client has specifically engaged FIRM to provide. Moreover, FIRM may also restrict or terminate access of the Client and any one or more Users as deemed appropriate by FIRM for any reason. Nothing herein obligates FIRM to provide any User(s) access to the Portal Site.
Upon invitation from a FIRM Designee and completing registration, You, as a User, will utilize a User ID and automatically generated temporary password that FIRM will provide to gain access to the Portal Site. You will be prompted to change your password after You access the Portal Site for the first time. Your User ID and password are solely for Your own use. You shall not disclose Your password or any password related information to any other person or entity. All activity on the Portal Site associated with Your User ID and password will be considered to have been performed by You.
You must promptly report to the FIRM Help Desk at 1-916-642-7000 if any of the following were to occur: (1) A User ID and/or password is suspected to have been compromised or has been compromised, (2) Any actual or suspected privacy and/or security violations, and/or (3) Your exposure or access to information that is not directly related to Your intended purpose for accessing the Portal Site. You must cooperate as requested by FIRM in the investigation of, and response to and mitigation of any, suspected or actual compromise, violation or breach of security.
Due to the nature of the Internet, and the nature and complexity of security risks, FIRM cannot, and does not, ensure the privacy, security or authenticity of Your communications with, within or through the Portal Site. Accordingly, You are solely responsible for determining whether the use of the Portal Site or the Internet is adequately secure to meet Your particular needs. Non-secure, public computers and or wireless hot spots pose additional risks to Your personal information than the risks of accessing the same information from a secured home or wired network. Public computers and wireless environments are focused on ease of use rather than complicated security and privacy configurations. Such networks may not be secure and software may not be up to date in these environments. Therefore it is important to note that using a public computer or wireless hot spot, be it in a restaurant, coffee shop, airport, airplane, hotel, library, school, or other public place, poses its own number of risks, and puts Your Internet privacy, and computer privacy, at risk and hence it is not advisable to access this Portal Site via a public computer or wireless hot spot.
Your use of the Portal Site is at Your own risk, and the security of Your personal information is Your responsibility. FIRM shall have no responsibility or liability to You for security breaches that occur as a result of Your use of the Portal Site.
Additional Client Responsibilities
The Client will exercise appropriate precautions to ensure that the information on the Portal Site is accessed and used by Users only as needed for the purposes set forth herein. The Client assumes any risks associated with any User’s access to the Portal Site and will be responsible for taking steps to ensure that Users maintain the confidentiality of information on the Portal Site, and that the information on the Portal Site is not accessed for reasons unrelated to the engaged FIRM services, nor disclosed to any unauthorized party or parties.
Furthermore, the Client is responsible for ensuring that the use of the Portal Site by its Users complies with the Client’s security and other policies, which shall comply with state and federal statutory and regulatory requirements, and that related sanctions for non-compliance are in place.
The Client agrees to immediately notify the FIRM Designee of the need to remove any User’s access based on any changes in employment, privileges or responsibilities of any such User that affect the need or right to access the Portal Site for the purposes set forth herein.
The Client is responsible for conducting at least quarterly reviews of Users with access to the Portal Site in order to determine whether that access is still required, and therefore should be retained, or no longer required and therefore be revoked. Consult the FIRM Designee or Help Desk for information on how to verify and remove access.
The Client agrees to defend, indemnify and hold FIRM and its members, managers, representatives, related or affiliated entities, staff and agents harmless against and from any and all claims, damages, lawsuits, fines, penalties, or other losses, including, but not limited to, attorneys’ fees and costs related thereto, relating to FIRM providing the Client or its Users with access to the Portal Site, information contained on the Portal Site (regardless of who provided such information), or that otherwise occur from, arise out of, or relate to, whether directly or indirectly, (a) the failure of the Client or any User to comply with this Document or applicable law in the course of accessing or using the Portal Site, or (b) the Client’s or any User’s use of the Portal Site.
FIRM values and respects Your right to privacy. Your privacy is very important to us and we will do our best to protect the security and confidentiality of Your personal information. We will use the personal information provided by You only in the normal course of our business. We will not share Your personal information with others without Your express consent except as necessary to comply with legal process or other applicable legal requirements, to provide access to, and use of, the Portal Site, to protect or defend our rights or property or as otherwise permitted or required by law. FIRM does not sell Your personal information to third-parties.
Your personal information is protected by computer software security programs and hardware installed in connection with the Portal Site which protect against the loss, misuse or alteration of personal information. In consideration of use of the Portal Site, You agree to provide accurate, current and complete information as prompted by any registration forms on the Portal Site.
What Personal Data is collected?
When You visit the Portal Site or register for an account on the Portal Site, You provide us with two types of information: personal and corporate information You knowingly choose to disclose that is collected by us (“User Data,” as defined below) and Portal Site usage information collected by us as You interact with the Portal Site (“Portal Site Data” as defined below).
You are solely responsible for the completeness and accuracy of the email address(es), personal information, company information, data, notes, documents, text, and other information that You provide or upload to or through the Portal Site (collectively, the “User Data”) or any other means. You are solely responsible at Your sole cost and expense for creating personal backup copies of any User Data You post or store on the Portal Site or provide to FIRM.
When You post User Data to the Portal Site, You authorize and direct FIRM to make such copies thereof as deemed necessary in FIRM’s sole discretion in order to facilitate the use and storage of the User Data by FIRM in performing services. By posting or providing User Data to the Portal Site, You represent that You have the authority and ability to post or provide such information for FIRM’s use and storage.
FIRM is not responsible for the content of the User Data provided by non-FIRM personnel.
Portal Site Data
Data Transfers from the European Union
If you are transferring data from the European Union to the United States, please refer to the FIRM’s Privacy Statement Regarding Transfers of Personal Information Between the European Union and the United States.
Links to Other Materials
The Portal Site may include links to third party sites (“Linked Sites”). Linked Sites and information therein are not under FIRM control, and therefore FIRM is not responsible for the content of any Linked Site or any link contained in a Linked Site. Your use of a Linked Site is subject to the terms and conditions presented by that Linked Site. YOU REMAIN SOLELY RESPONSIBLE FOR COMPLYING WITH THE TERMS AND CONDITIONS OF ANY LINKED SITE. WE MAY AT ANY TIME, FOR ANY REASON OR NO REASON, IN OUR SOLE DISCRETION, DISCONTINUE ANY LINK TO ANY LINKED SITE.
Other Restrictions On Use
Except as otherwise agreed upon in writing, You will: (a) not interfere, breach or abuse the security measures implemented to limit access and protect the Portal Site and the resources used to provide the Portal Site; (b) not disrupt or interfere with the operation of the Portal Site or the resources used to provide the Portal Site; (c) not transmit through the Portal Site any virus, trojan horse, or similarly harmful, disruptive or destructive computer program, script or object; (d) not use another person’s User ID or password to access the Portal Site or otherwise obtain unauthorized access to the Portal Site or the data thereon; (e) not use the Portal Site in any illegal manner or for any illegal purpose, or any other manner or purpose that would expose FIRM or FIRM’s service providers to civil or criminal liability; (f) interfere with the security of, or otherwise abuse the Portal Site or the system resources, accounts, servers or networks connected to or accessible through the Portal Site. FIRM reserves the right to suspend or restrict the access to or use of the Portal Site as FIRM determines in its sole discretion.
Termination or Restriction of Access
FIRM, in its sole discretion, can restrict or terminate Your access to the Portal Site as FIRM deems appropriate for any reason at any time.
THE PORTAL SITE IS PROVIDED “AS-IS”, WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. FIRM CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE PORTAL SITE. FIRM DOES NOT REPRESENT OR WARRANT THAT THE PORTAL SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PORTAL SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
USE OF THE PORTAL SITE IS AT YOUR SOLE RISK. IN NO EVENT WILL FIRM OR ITS MEMBERS, MANAGERS, PARTNERS, AFFILIATED ENTITIES, STAFF OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE PORTAL SITE OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE PORTAL SITE, EVEN IF FIRM IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FIRM’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER BASED ON YOUR USE OF THE PORTAL SITE, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO FIRM FOR THAT PARTICULAR PORTAL SITE SERVICE, BUT IN NO CASE WILL FIRM’S LIABILITY TO YOU EXCEED $1,000.00. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO FIRM FOR THE PARTICULAR PORTAL SITE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM FIRM, REGARDLESS OF THE CAUSE OF ACTION.
You should assume that everything You see or read on the Portal Site including the “look” and “feel” thereof, is copyrighted unless otherwise noted and may not be used, except as provided in this Document or in the text on the Portal Site, without FIRM’s written permission. We neither warrant nor represent that Your use of materials displayed on the Portal Site will not infringe FIRM’s rights, or the rights of others.
Images of people, places or other items displayed on the Portal Site are either the property of, or used with permission by, FIRM. The use of these images by You, or anyone else, is prohibited unless specifically permitted by this Document or specific permission provided elsewhere on the Portal Site. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Portal Site are FIRM’s registered and unregistered Trademarks and the registered and unregistered Trademarks of others. Nothing contained on the Portal Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Portal Site without FIRM’s written permission or the permission of such third party that may own the Trademarks displayed on the Portal Site. Your misuse of the Trademarks displayed on the Portal Site, or any other content on the Portal Site, except as provided in this Document, is strictly prohibited.
Use of the Portal Site is unauthorized in any jurisdiction that does not give effect to all provision of these terms and conditions, including without limitation this section.
All notifications to FIRM or any questions or inquiries pertaining to this Document should be sent to firstname.lastname@example.org. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT.