The Progue website is owned and operated by Progue Pty Ltd (Progue). Progue is an Australian Business name of Progue Pty Ltd. Progue uses its website to facilitate the provision of its services to its clients and to promote its products and services.

 

1. Acceptance of Terms

1.1        Welcome to the Progue Terms and Conditions agreement for the use of the Progue Website. These Terms and Conditions of use apply to the entire contents of this website.

1.2        Any reference to ‘you’ or ‘your’ (the individual) in these terms and conditions includes you any other person acting on your behalf or any person that has your authority to do so, either directly, expressly or impliedly. Any reference to ‘we’, ‘us’, ‘our’, or ‘ours’ means Progue.

1.3        By you using this website () www.progue.com.au (‘Website’) you agree that you have read and accepted all of these Terms and Conditions and have agreed to and accepted the Progue Privacy Policy. A copy of the Progue Privacy Policy relating to the collection and use of Personal Information (as defined in the Privacy Policy) may be found at the ‘Privacy Policy’ link on our Website.  Any information provided by you via this Website may be collected and used by Progue in accordance with its Terms and Conditions and Privacy Policy.

1.4        Progue may amend these Terms and Conditions, Progue policies or any notices from time to time without prior notice. You will be required to accept at your next usage any changed Terms and Conditions or policy updates which apply to your use of this Website.

1.5        You acknowledge that by using this Website from time to time you shall become bound to the current version of the relevant terms and conditions and, unless stated in the current version, all previous versions shall be superseded by the current version. You shall be responsible for reviewing the then current version each time you use this Website.

2. 2. Information & Client Portal

2.1        If you are required to register your company, yourself, any partners and or spouses, any employees, consultants, servants or subcontractors on this Website you are solely responsible for the security of your username and password and the input of any key data. You are entirely responsible for any and all activities that occur under your username and password.  Progue will not be liable for any loss that you may incur as a result of someone else using your username and password. Where two or more users share the same username and password each will be jointly and severally liable for any and all activities that occur under their password and username.

2.2        The information you enter must be correct and without errors. By inserting, providing or submitting information in this Website you warrant and represent that you own or are authorised to insert, provide or submit the information. You agree to indemnify Progue and keep Progue indemnified against any claim made by a third party which alleges that the information inserted, submitted or provided by you is a breach or violation of their confidential information, intellectual property or moral rights.

2.3       You must immediately notify Progue of any unauthorized uses of your client portal, blog, your account or any other breaches of security. Progue will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

2.4       You acknowledge that:

(a) the Progue ‘Client Portal’ is hosted by Business Fitness Pty Ltd (BF) and its software, a corporation unrelated to Progue;

(b) whilst Progue will endeavour to ensure that BF complies with the terms and conditions of use of its website, its obligation to provide the services and the law, Progue will not be liable to you for any breach or failure by BF to comply with its obligations to Progue or you;

(c) BF’s database containing the information received is located in Queensland, Australia but may be replicated to other locations including outside of Australia;

(d) no information which is available on the internet is completely secure and you agree that Progue will not be liable for any loss or damage or to any extent should such security measures be overcome or breached and your hereby agree to indemnify and keep Progue indemnified in respect to any such claims; and

(e) the terms of clause 10 of this agreement shall apply without limitation to your use of the Client Portal.

3. Use of this Website

3.1        You warrant the Personal Information provided by you is not potentially or actually harmful to Progue and this Website. Use of any malicious code or viruses of any kind either intentionally or unintentionally by you on this Website will result in possible legal action being taken against you.

3.2        You may not obtain or attempt to obtain any materials or information through any means not intentionally made available to you or provided for through this Website.

3.3        Unless otherwise specified you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from this Website.

3.4        You must not use this Website to harm others or this Website.  For example, you must not:

• use this Website to harm, threaten or harass another person, organisation or Progue;
• damage, disable, overburden or impair this Website (or any network or authorised device connected to this Website);
• resell or redistribute any part of this Website or access to the Website unless expressly authorised to do so in writing;
• use or attempt to use any unauthorised means to modify, reroute or gain access to this Website or services or products offered on this Website;
• use any automated process or service (such as a bot, a spider, periodic caching of information stored by Progue or metasearching) to access or use this Website or to copy or scrape data from this Website;
• obtain (or try to obtain) any data from this Website or related hardware, except the data that we intend to make available to you; or
• use this Website or related hardware to design, develop or update unauthorised software.

3.5        You must not attempt to disassemble, decompile, create derivative works of, reverse engineer, modify, further sublicense, distribute, or use for other purposes this Website, any application or other content available or accessible through this Website, or any hardware associated with this Website or with an authorised device.  If you do so we may cancel your account and your ability to access this Website and pursue other legal remedies.  We may take any legal action we deem appropriate against users who violate our systems or network security, this agreement or any additional terms referenced in this agreement.  Such users may also incur criminal or civil liability.

3.6       We may use technology or other means to protect this Website, protect our clients, or stop you from breaching this agreement.  These means may include, for example, filtering to stop spam or increase security.  These means may interfere with your use of the Website and hinder or interrupt your use of the Website.  We reserve the right to enforce and verify compliance with any part of this agreement.  This includes Progue’s right to cooperate with any legal process relating to your use of this Website, and any third party’s claim that your use of this Website is unlawful or infringes such third party’s rights.

4. Social Media

 

4.1       If you create a blog/site on this Website, you are responsible for maintaining the security of your account and blog, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the blog. You must not describe or assign keywords to your blog in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Progue may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Progue liability.

4.2       If you operate a blog, comment on a blog, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

(a) the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;

(b) if your employer has rights to intellectual property you create, you have either received permission from your employer to post or make available the Content or secured from your employer a waiver as to all rights in or to the Content;

(c) you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;

(d) the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;

(e) the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);

(f)  the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;

(g) your blog is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;

(h) your blog is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your blog’s URL or name is not the name of a person other than yourself or company other than your own; and

(i)  you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Progue or otherwise.

4.3      By submitting Content to Progue for inclusion on its Website, you grant Progue a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your blog. If you delete Content, Progue will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

4.4      Without limiting any of those representations or warranties, Progue has the right (though not the obligation) to, in Progue’s sole discretion to refuse or remove any content that, in Progue’s reasonable opinion, violates any Progue policy or is in any way harmful or objectionable, or terminate or deny access to and use of the Website to any individual or entity for any reason, in Progue’s sole discretion. Progue will have no obligation to provide a refund of any amounts previously paid.

4.5      Progue reserves the right to display advertisements on your blog unless you have purchased an ad-free account.

 

5. Payment, Renewal & Services

 

5.1      By selecting a product or service, you agree to pay Progue the one-time and/or monthly or annual subscription fees indicated (additional payment terms may be included in other communications). Subscription payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Payments are not refundable.

5.2      Unless you notify Progue before the end of the applicable subscription period that you want to cancel a subscription, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such subscription (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrades can be canceled at any time by submitting your request to Progue in writing.

5.3      By signing up for a Services account you agree to pay Progue the applicable setup fees and recurring fees. Applicable fees will be invoiced starting from the day your services are established and in advance of using such services. Progue reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. Services can be canceled by you at anytime on thirty (30) days written notice to Progue.

5.4      If your service includes access to priority email support. “Email support” means the ability to make requests for technical support assistance by email at any time (with reasonable efforts by Progue to respond within one business day) concerning the use of the VIP Services. “Priority” means that support takes priority over support for users of the standard or free Progue.com.au services. All support will be provided in accordance with Progue standard services practices, procedures and policies.

6. Copyright and Intellectual Property

 

6.1      As Progue asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Progue.com.au violates your copyright, you are encouraged to notify Progue. Progue will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Progue will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Progue or others. In the case of such termination, Progue will have no obligation to provide a refund of any amounts previously paid to Progue.

6.2      This Agreement does not transfer from Progue to you any Progue or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Progue. Progue, Progue.com.au, the Progue.com.au logo, and all other trademarks, service marks, graphics and logos used in connection with Progue.com.au, or the Website are trademarks or registered trademarks of Progue or Progue’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Progue or third-party trademarks.

6.3      Progue reserves the right to display attribution links such as ‘Blog at Progue.com.au,’ theme author, and font attribution in your blog footer or toolbar.

7. No Partnership

7.1       Your use of this Website will not be construed as creating any relationship of partnership, agency, employee employer relationship or any other similar relationship with Progue.

8. Termination

8.1       Progue may at its sole discretion without prior notice terminate or restrict your access to this Website if it reasonably believes that you have breached these Terms and Conditions, or reasonably believes a breach may occur.

 

9. Survival of Termination

9.1       Notwithstanding the terms of clause 6 the provisions of clauses 1, 2, 3, 4, 6, 10, 11 and 12 of this agreement shall survive any termination of this agreement. Progue may following the termination of this agreement pursue any legal right or remedy for any breach of the agreement by you which may occur.

10. Disclaimer of Warranty and Limitation of Liability

10.1      Use of this site and Client Portal is at your sole risk all materials, information, products, software, programs and services are provided “as is” with no warranties or guarantees whatsoever.  Progue expressly disclaims to the fullest extent permitted by law all express, implied, statutory and other warranties, guarantees, or representations, including without limitation, the warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary and intellectual property rights without limitation, Progue makes no warranty or guarantee that this Website or the Client Portal will be uninterrupted, timely, secure or error-free.

10.2      You understand and agree that if you use the Client Portal or download or otherwise obtain materials, information, products, software, programs, and services, you do so at your own discretion and risk and that you will be solely responsible for any damages that may result, including loss of data or damage to your computer system.

10.3      In no event will Progue, its directors, employees, consultants, contractors or licensees be liable to you or any party for any direct, indirect, incidental, special, exemplary or consequential damages of any type whatsoever related to or arising from this Website, or of any site or resource linked to, referenced or accessed through this Website including the Client Portal, or for the use or downloading of, or access to, any materials, information, products and services, including, without limitation, any lost profits, business interruption, lost savings, loss of programs or other data, even if Progue is expressly advised of the possibility of such damages.  This exclusion and waiver of liability applies to all causes of action, whether based on contract, warranty, tort or any other legal theories.

10.4      Where this Website contains references, links or referrals to other websites or products and services provided by other parties these references, links and referrals are provided as a guide only and you must inform yourself and rely upon your own enquiries in relation to the other parties website terms and conditions, privacy policies, products and or services.

10.5      We do not control any third party, recommend or endorse their products and services unless expressly done so on our Website. In any event we will not be held liable for the actions, conduct, products and services offered by any third parties on our Website. You use the other party’s website at your own risk and must rely on your own enquires and judgment in deciding to use their website, products and services.

11. No Representation, Reliance or Advice

11.1      You acknowledge that neither we nor any person acting on behalf of us has made any representation or other inducement to you to enter into these Terms and Conditions, except for representations or inducements expressly set out in these Terms and Conditions.

11.2      You acknowledge and confirm that you do not enter into these Terms and Conditions in reliance on any representation or other inducement by or on behalf of us.

12. General

12.1      Governing Law

This Agreement is governed by and must be construed according to the law applying in New South Wales.  The parties hereby irrevocably submit to the jurisdiction of the courts of New South Wales.

12.2      Waiver

No indulgence or extension of time which either you or Progue may grant to the other will constitute a waiver of or, whether by estoppel or otherwise, limit any of the existing or future rights of Progue in terms hereof, save in the event or to the extent that Progue has signed a written document expressly waiving or limiting such rights.

12.3      Severability

All provisions of these Terms and Conditions and the Progue Privacy Policy are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other.  Any provision of any relevant Terms and Conditions and policies which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as deleted and the remaining provisions of any relevant Terms and Conditions and policies shall remain in full force and effect.