Argo Risk Tracker Terms of Use Agreement

 Effective Date: 3^rd November 2023

This Terms of Use Agreement (“Agreement”) governs your access to and use of the Argo Risk Tracker product (“Argo Risk Tracker”), provided by Argo Computing Services Pty Ltd ACN 084 560 109 (“Argo Computing Services”), and is subject to the following terms and conditions. By accessing and using Argo Risk Tracker, you agree to be bound by this Agreement.

Definitions

In this Agreement, unless the context otherwise requires:

– You refer to individuals or entities who access and use Argo Risk Tracker subject to the terms and conditions of this Agreement.

– Content means the information made available to you through Argo Risk Tracker.

– Argo Computing means Argo Computing Services Pty Ltd ACN 084 560 109.

– Argo Risk Tracker means the online risk management service located at https://www.argocomputing.com.au/ and its subdomains

(e.g., https://risktracker.argocomputing.com.au/), developed and owned by Argo Computing Services.

– Site refers to the Argo Risk Tracker platform and all applications contained therein.

– Risk Manager is a person or organization responsible for identifying, analysing, and managing project risks using the Risk Tracker platform, as well as receiving the results of the risk data collection process.”

Application and Variation of These Terms

Your use of Argo Risk Tracker is subject to these terms and conditions, and your continued use of Argo Risk Tracker signifies your acceptance of these terms and conditions.

Argo Computing Services may, at its sole discretion, amend, vary, or modify these terms and conditions at any time. Notice of any modifications will be provided on the Argo Risk Tracker website, but it is your responsibility to check for any such changes each time you use the service. Modifications will be effective immediately, and your continued use of Argo Risk Tracker will constitute your acceptance of the changes.

 User Acknowledgments

By using Argo Risk Tracker, you acknowledge and agree to the following:

1. Argo Computing Services provides Argo Risk Tracker as a platform for risk management, allowing users to conduct risk assessments and related activities.
2. While Argo Computing Services endeavours to provide accurate and reliable information on Argo Risk Tracker, it does not guarantee the accuracy, completeness, reliability, or timeliness of the information.
3. Electronic distribution has inherent hazards, which may lead to delays, omissions, or inaccuracies in content delivery.
4. You should not make decisions solely based on information or materials available on Argo Risk Tracker, and you assume all risks and responsibilities for any losses, damages, costs, or consequences resulting directly or indirectly from using Argo Risk Tracker.
5. All artifacts created by users on Argo Risk Tracker become the property of Argo Computing Services, and no royalties or other demands can be claimed for their reuse.
6. Argo Computing Services unconditionally retains full ownership of Argo Risk Tracker, including intellectual property rights such as source code and system artifacts.
7. Argo Risk Tracker provides a framework for users to conduct risk assessments electronically, and users may not resell the services without written permission from Argo Computing Services.
8. Users are responsible for creating and publishing high-quality content on Argo Risk Tracker.
9. Any errors or problems with the service or resulting data must be promptly reported to Argo Computing Services within three (3) days of discovery.
10. Argo Computing Services does not guarantee that files obtained from or through Argo Risk Tracker are free from computer viruses or other defects, and users assume all responsibility for any loss or damage resulting from the use of such files. Argo Computing Services’ liability for such events is limited to the resupply of those files.
11. Argo Risk Tracker may be used as a Data Collection Portal for collecting survey and electronic form data. Users are responsible for ensuring that data collection and use comply with applicable laws.

User Contributions and Intellectual Property

1. Purpose of Clause

This section outlines the terms and conditions regarding user contributions to the Argo Risk Tracker product (“Argo Risk Tracker”) development and issue resolution process, including the submission of new feature requests, enhancement suggestions, and defect reporting.

2. Nature of Contributions

As a user of Argo Risk Tracker, you may contribute to the product’s development and improvement through various means, including but not limited to:

 – Submitting ideas and suggestions for new features or enhancements.

 – Reporting defects or issues encountered while using Argo Risk Tracker.

 – Providing feedback on existing functionalities and performance.

3. Intellectual Property Rights

It is expressly understood and agreed that:

 – All contributions made by you, including ideas, suggestions, feedback, and defect reports, shall not confer or transfer any intellectual property rights to you.

 – Argo Computing Services Pty Ltd ACN 084 560 109 (“Argo Computing Services”) retains full and exclusive ownership of all intellectual property rights associated with Argo Risk Tracker, including but not limited to any modifications, enhancements, or derivative works made based on your contributions.

 – Your contributions are voluntary and do not establish any relationship of employment, partnership, or joint venture between you and Argo Computing Services.

 – You acknowledge that Argo Computing Services is under no obligation to implement, credit, or compensate for any contribution you may provide.

4. No Claim on Intellectual Property

By submitting any contributions, you agree that:

 – You have no claim to any intellectual property rights in any part of Argo Risk Tracker, including those parts that may be developed or improved in part based on your contributions.

 – You waive any rights to be identified as the author or creator of any derivative works of Argo Risk Tracker.

 – You will not assert any intellectual property claims against Argo Computing Services based on your contributions or the use of those contributions in Argo Risk Tracker.

5. Representation and Warranty

You represent and warrant that:

 – All contributions made by you are original, do not infringe on the rights of any third party, and you have the full authority to provide them.

 – You will indemnify and hold harmless Argo Computing Services from any claim, demand, loss, or damage, including legal fees, which may arise as a result of your contributions.

Reverse Engineering

1. Prohibition on Reverse Engineering: Users of Argo Risk Tracker are strictly prohibited from engaging in any form of reverse engineering of the application. This includes, but is not limited to, decompiling, disassembling, or otherwise attempting to discover the source code, underlying algorithms, or operational mechanics of Argo Risk Tracker.
2. No Creation of Competing Products: Users must not use Argo Risk Tracker, or any knowledge derived from its use, analysis, or reverse engineering, for the purpose of creating or enhancing a competing product or service.
3. Intellectual Property Protection: Users acknowledge that Argo Risk Tracker, including its source code, structure, organization, and underlying data, algorithms, and operational methodologies, constitute valuable trade secrets and intellectual property of Argo Computing Services. Users agree to respect and protect this intellectual property, adhering to the terms of this Agreement.
4. Legal Consequences of Violation: Any attempt to reverse engineer Argo Risk Tracker, or use it for the development of competing products, will be considered a material breach of this Agreement. Such actions may result in immediate termination of the user’s access to Argo Risk Tracker and may subject the user to legal actions for infringement of intellectual property rights and compensation for any damages caused to Argo Computing Services.
5. Reporting Obligations: Users are obligated to promptly report any unauthorized reverse engineering attempts or security breaches that they become aware of, in relation to Argo Risk Tracker, to Argo Computing Services.
6. Updates and Modifications: Argo Computing Services reserves the right to modify the features and functionality of Argo Risk Tracker to prevent unauthorized reverse engineering or use, without prior notice to users.

Provision of Service

Argo Computing Services may, without notice, suspend Argo Risk Tracker or deny you access to any part of the service under the following circumstances:

1. During any technical failure, modification, or maintenance involving Argo Risk Tracker, provided that Argo Computing Services will make reasonable efforts to resume the service as soon as reasonably practicable.
2. If you fail to comply with any agreement with Argo Computing Services.
3. If you engage in actions that, in Argo Computing’s opinion, may jeopardize the operation of Argo Risk Tracker.

Argo Computing Services may make improvements and changes to Argo Risk Tracker or its content at any time without notice.

Access to the Service

You are responsible for maintaining the confidentiality of all identification and login information required for accessing Argo Risk Tracker. This includes additional passwords provided by Argo Computing Services. You agree to notify Argo Computing Services immediately if you suspect any compromise, loss, theft, or manipulation of this information.

You may not disclose your identification or login information, whether in use or not, to any other person, entity, or organization. You are liable for all charges resulting from the use of Argo Risk Tracker through your identification or login information, whether authorized by you or not. Any disclosure or loss of this information leading to fees or misuse of the service is your responsibility, and Argo Computing Services should be immediately notified of such occurrences.

Use of the Service

You agree to comply with all directions provided by Argo Computing Services for accessing and using Argo Risk Tracker. In accessing and using Argo Risk Tracker, you will only use software that you have the legal right to use, ensuring that such use does not infringe upon any third party’s intellectual property rights.

As a Survey Manager using Argo Risk Tracker, you are responsible for creating and managing surveys, as well as all communications with Respondents. You will receive result data sets once survey completions are done. Argo Computing Services is not obligated to retain old surveys or completion data for your future reference.

It is your responsibility to ensure that information provided by Respondents is collected and used in compliance with governing laws. All intellectual property rights in the content remain the property of Argo Computing Services. You may not modify the content or create derivative works without prior written consent from Argo Computing Services. Notification of data set errors or issues must be made within one (1) working day of data delivery; failure to do so indicates satisfaction with the service provided.

 Disclaimer of Liability

 Argo Computing Services and its directors, officers, and agents:

– Exclude, to the maximum extent permitted by Australian law, all express or implied warranties (including warranties of merchantability, non-infringement of intellectual property, or fitness for a particular purpose) in relation to any information or materials on Argo Risk Tracker.

– Are under no obligation to update any information or materials on Argo Risk Tracker or correct any inaccuracies that may become apparent later.

– Do not warrant the accuracy of any Content.

– Disclaim all responsibility for any loss or damage suffered directly or indirectly through any person’s use of Argo Risk Tracker, whether caused by fault or negligence on the part of Argo Computing Services, its directors, officers, employees, or agents.

Argo Risk Tracker may contain or be linked to advice, statements, and opinions of third parties, information providers, or content providers. Argo Computing Services does not warrant the accuracy, timeliness, reliability, or completeness of any advice, statements, and opinions contained in the content or on any linked site. Reliance on any such advice, information, and opinions is at your own risk.

Liability and Indemnity

Except in relation to liability for personal injury, Argo Computing Services shall be under no liability to you in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of the use of Argo Risk Tracker by you or in respect of a failure or omission, whether arising from Argo Computing’s negligence or otherwise, on the part of Argo Computing Services to comply with its obligations under this Agreement.

You agree to fully indemnify and hold Argo Computing Services harmless against all and any loss, costs, expenses, demands, or liability (including legal costs on a full indemnity basis), fees, demands, actions, proceedings, and liabilities, whether direct or indirect, reasonably incurred or suffered by Argo Computing Services as a result of a breach by you of your obligations under this Agreement or any wilful, unlawful, or negligent act or omission by you.

Termination

Without prejudice to any other rights Argo Computing Services may have under this Agreement or at law or in equity, Argo Computing Services may terminate this Agreement at any time.

Assignment

You cannot assign your rights under this Agreement without the prior written consent of Argo Computing Services.

Governing Law

The laws of the Commonwealth of Australia govern this Agreement, and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the Courts of the State of Victoria, in the Commonwealth of Australia.

 Schedule Charges

From time to time, a fee may be levied for the usage of Argo Risk Tracker products and services. You will receive an invoice for those fees. You need to pay for the services provided within 14 days of the invoice date; late payment fees may apply.