Terms and Conditions - Argo Group

Terms and Conditions

Last updated: November 4, 2022

These Terms of Use (“Terms”) are between you and Argo Group International Holdings, Ltd. and/or its subsidiaries and affiliated companies (“Argo Group,” “we”, “us,” or “our”) related to your use of the website currently located at www.argolimited.com and any other website that Argo Group owns and operates or which is operated on Argo Group’s behalf (“Websites”). The Websites may contain or provide users with access to information and materials. The materials may include insurance applications and policy forms and other information related to insurance products and services (“Products and Services”) that providers of insurance and insurance-related services operating within Argo Group may offer. The Websites may also contain pictures, images, photos, video, text, graphics, logos, button items, music, sounds, or other material provided by Argo Group or third parties (collectively, “Content”). These terms also apply to any software applications that Argo Group makes available for use on or through computers and mobile devices (“Software”). These Terms collectively refer to the Websites, Content, and Software as the “Online Materials.”

For purposes of these Terms, references to “post” or “posting” refer to any manner of posting, transmitting, uploading, providing, making available, or otherwise transferring material or information.

Acceptance of the Terms of Use

Please read these Terms carefully before using any Online Materials. Your access to and use of the Online Materials are subject to these Terms, as well as all applicable federal, state, and local laws and regulations. Your assent to and agreement to be bound by these Terms is documented by any of the following: access to or use of any Online Materials; creating, registering, or accessing an account; posting or downloading any Content; purchasing or using any Products or Services via a Website; or any other manifestation of your assent. If you do not accept and agree to be bound by these Terms, then you are not authorized to access or otherwise use the Online Materials. Your use of the Online Materials is subject to our prior and continued acceptance of these Terms, as well as Argo Group’s Privacy Notice.

If you appear or claim to be the agent of, represent, or otherwise act on behalf of an entity or another person, references to “you,” “your” or “User” include that entity or person in addition to you, and your acceptance of these Terms constitutes acceptance on behalf of that entity or person. You represent that you have the authority to bind the entity or person to these Terms.

If you are an insurance producer that has an agreement with Argo Group, certain terms of your agreement with Argo Group may supersede these Terms.

The information contained on any Online Materials is not for use within any country or jurisdiction or by any persons where the use would constitute a violation of applicable law. If this applies to you, you are not authorized to access or use any of the information on the applicable Online Materials.

Updates

We may change, update, or modify these Terms at any time without advance notice, and the modified Terms are effective as of the date they are posted on the Online Materials. If at any time you do not accept these Terms, do not access any Online Materials. If a court of competent jurisdiction finds any portion of these Terms to be unenforceable, the remaining sections of these Terms remain in effect. We may terminate, change, suspend or discontinue any aspect of the Online Materials or Products and Services, including the availability of any features of the Online Materials, at any time. You agree that Argo Group is not liable to you or to any third party for any modification, suspension, or discontinuance of any Online Materials. Any new Online Materials or Products and Services will be subject to these Terms effective upon the date of the addition.

General Terms of Use and Restrictions on Use; Prohibited Conduct

Argo Group hereby grants you a limited, nonexclusive, non-assignable, nontransferable license to access and use the Online Materials solely for the noncommercial, personal use of User or the internal business needs of the entity of which User is an authorized representative, as applicable, subject to your compliance with these Terms. You are not authorized to download the Online Materials (other than page caching) or modify any portion of the Online Materials, except with Argo Group’s express written consent. Argo Group reserves all rights not expressly granted by these Terms. If you do not comply with these Terms at any time, Argo Group reserves the right to revoke the license described in the paragraph, limit your access to the Online Materials, restrict your ability to post or download Content, or order Products and Services. You must not reproduce, duplicate, copy, distribute, transmit, sell, trade, resell, or exploit for any purpose any information from the Online Materials. You may not obscure or remove any proprietary rights notices contained in or on the Online Materials. You are solely responsible for providing, maintaining, and ensuring the compatibility of all hardware, software, electrical, and other physical requirements necessary for your access to and use of any Online Materials.

Argo Group may discontinue or alter any aspect of the Websites, remove Content from the Websites, restrict the time the Websites are available, or restrict the amount of use permitted, each at Argo Group’s sole discretion and without prior notice or liability. Argo Group may, with or without cause, immediately suspend and/or terminate your access to all or any part of the Online Materials. Cause for suspension or termination include (a) breaches or violations of these Terms or other incorporated agreements or guidelines; (b) discontinuance or material modification to the Online Materials; (c) unexpected technical or security issues or problems; (d) extended periods of inactivity; and/or (e) your engagement in fraudulent or illegal activities. Any measures may be taken in Argo Group’s sole discretion and without liability to you or any third party. You must not post any materials through or in connection with the Online Materials that may be illegal or which Argo Group reasonably determines is objectionable, and you must not use the Online Material in any manner that may be illegal or which Argo Group reasonably determines is objectionable.

Prohibited materials include: any computer code, file, or program that is or may be harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment.

Prohibited activities include: (a) harvesting or collecting information about the Online Materials or users of the Online Materials; (b) interfering with or disrupting the operation of the Online Materials; (c) exploiting any portion of (or using) the Online Materials except as expressly authorized by these Terms; (d) reverse engineering, decompiling, or disassembling any portion of the Online Materials, except where such restriction is expressly prohibited by applicable law; and using any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or otherwise gather content of the Online Properties, or reproduce or circumvent the navigational structure or presentation of the Online Properties.

Information Submitted via Online Materials

You represent and warrant that any information you provide through or in connection with any Online Materials or with respect to any Products and Services is and will remain accurate and complete, and you will update the information as needed. You hereby grant to Argo Group a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, sublicensable, and transferable license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use and exploit such information submitted by you, in any format or media now known or hereafter developed, and for any purpose. The above license grant applies to all information you have submitted; but, for the avoidance of doubt, any personal information submitted through the Online Materials remains subject to the Argo Group Privacy Notice. You further recognize that you are prohibited from providing any information or material to Argo Group that is defamatory, threatening, obscene, harassing, or otherwise unlawful, or that incorporates the proprietary material of another person or entity.

Password Accounts, Passwords, and Security

For certain types of communications through any Online Materials as further described below under “Web Portals for Argo Group Business,” Argo Group may require the use of available technologies for your protection and/or require you to open an account which will provide you with access to password protected portions of the Online Materials.

If you elect to do so, you must complete registration by submitting current, complete, and accurate information as prompted, and choose a password and username. You are entirely responsible for maintaining the confidentiality of your password and account and for all activities that occur under your account. You are prohibited from: (i) allowing another person to use your account and its associated passwords, (ii) using the account assigned to another person, or (iii) attempting to gain access to resources for which you are not authorized. You must immediately notify Argo Group of any unauthorized use of your account or any other breach of security or confidentiality of which you become aware. Argo Group is not liable for any loss that you may incur as a result of someone else using your account, either with or without your knowledge.

Warranty Disclaimer and Liability Limitation

The Content provided via the Online Materials, or any Products and Services offered via the Online Materials, is provided for informational purposes only, from a general insurance and risk management perspective, with the understanding that Argo Group is not rendering legal, accounting or other professional advice on specific matters. Argo Group disclaims all warranties with respect to the Online Materials or your use of the Online Materials, whether express or implied, including any warranties of merchantability or fitness for a particular purpose. All information on the Online Materials, including all Content and links to third party websites, is provided “as is” and “as available” and may be changed without prior notice. We do not warrant the content, quality, condition, accuracy, adequacy, or completeness of this information, or that the Online Materials will be timely, uninterrupted, error-free, virus-free, non-infringing or that any known or unknown issue will be corrected. Your use of the Online Materials is at your sole risk.

To the maximum extent allowed by applicable law, if any, in no event will Argo Group be liable for errors or omissions in the information contained on any Online Materials. Argo Group will not be liable for any direct, indirect, incidental, special, or consequential losses or damages, resulting from your use or misuse of, or reliance on, any Online Materials. You are responsible for evaluating the accuracy, completeness or usefulness of any information, advice, or other content available on the Online Materials.  Your access to and use of the Online Materials is conditioned upon your waiver of any right to sue Argo Group or its affiliates directly or to participate in a class action suit for any losses or damages resulting from our use of the Online Materials, and Argo Group would not authorize your access to or use of the Online Materials without your waiver.

Certain state laws do not allow exclusions of certain warranties or the limitations or exclusion of liability of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply to you, and you may have additional rights.

Indemnity

Except to the extent prohibited under applicable law, you must indemnify, defend (at Argo Group’s option), and hold harmless Argo Group and its affiliated entities, and their respective officers, directors, employees, contractors, agents, licensors, service providers, subcontractors, and suppliers, from and against all claims, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected to: (a) your use of, or activities in connection with the Online Materials; (b) any violation of these Terms by you; (c) your infringement or misappropriation of any intellectual property or other rights of Argo Group or any third party; (d) your negligence or willful misconduct; and (e) your use of any Content or Products and Services that Argo Group provides.

Copyright Ownership and Restrictions

Except for information found on third-party linked websites, all of the information on the Online Materials, including all Content, and all rights in the pages and the screens displaying the Content are owned by Argo Group or its licensors, and are protected by copyright under United States and foreign laws. With Argo Group’s prior written consent, appointed agents and brokers in good standing with Argo Group may use and reproduce copies of certain components of the Online Materials solely to the extent necessary to conduct Argo Group’s authorized business. If you are not an appointed agent or broker in good standing, you may refer to, cite, or print and use the Content for your personal, non-commercial use as long as your copies retain all copyright, trademark, and other proprietary notices that appear on the original. You may not modify, reproduce, copy, distribute, transmit, display, publish, sell, license, create derivative works of, or use any aspect of the Online Materials for commercial or public purposes or on any other website or in a networked computer environment or engage in any other redistribution or republication of the Content. With Argo Group’s prior written consent, you may create a text link to the home page of our web site at www.argolimited.com for legitimate business reasons on the condition that it is clear to your website’s users that they are exiting your site and entering a new site, you do not frame or in-line any Online Materials, and you do not create a false association or endorsement or otherwise misrepresent your relationship with Argo Group.  Nothing contained in these Terms shall be construed as conferring by implication, estoppel, or otherwise any license or right under any Argo Group or third-party trademark. Except as expressly provided above, nothing contained in these Terms shall be construed as conferring any license or right under any Argo Group copyright.

Trademarks

Argo Group and the Argo Group logo are registered trademarks of Argo Group International Holdings, Ltd. in the US and other countries. Other trademarks, service marks, trade names, logos, URLs, domain names and icons (“Marks”) appearing on the Online Materials, whether registered or not, are owned by Argo Group or its subsidiaries or affiliated entities, or their licensors. Nothing on the Online Materials grants you any right or license to use any of the Marks without Argo Group’s or the third-party owner’s express written permission.

Links to Third Party Web Sites

Argo Group may provide links to third party web sites that Argo Group does not own or maintain. We cannot guarantee the quality, accuracy, timeliness, or security of those websites. A link to a third-party website does not imply an affiliation between Argo Group and the third-party site owner or an endorsement of the third party site or any products or services that it describes. Your access to and use of any other third-party website is at your own risk and we assume no obligation or liability in connection with your use. We may disable a link at any time and will remove any link from the Online Materials at the third-party website owner’s request.

Availability of Products and Services

None of the Content contained on the Online Materials should be viewed as an offer to sell or as a solicitation to purchase any of Products or Services. The information on Products and Services is provided to you to generally outline Argo Group’s Products and Services generally. We may modify or discontinue any of the Products and Services described on the Online Materials at any time without notice.

Due to various insurance and other regulatory restrictions, certain Products and Services described on the Online Materials are not available to all users. Products and Services may vary by jurisdiction and may not be offered by all of the Argo Group companies, nor are all Products and Services available or suitable for all jurisdictions. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE INFORMATION CONTAINED ON THE ONLINE MATERIALS IS NOT AN OFFER BY ARGO GROUP TO SELL OR A SOLICITATION TO BUY ANY SECURITY, INSURANCE PRODUCT, OR OTHER PRODUCT OR SERVICE. Argo Group will not offer or sell any Products and Services in any jurisdiction in which the offer or solicitation, purchase, or sale would be unlawful under the relevant jurisdiction’s laws.

Insurance coverage statements on the Online Materials are for general description purposes only. The Online Materials do not amend, modify, or supplement any insurance policy or product. You must consult the actual policy to determine applicable terms. Please contact a designated Argo Group representative or your producer to determine which Products and Services are available to you in your jurisdiction. Your eligibility for particular Products and Services is subject to Argo Group’s final determination of underwriting qualifications and acceptance by the Argo Group underwriting company providing the Products or Services.

Further, these Online Materials do not make any representations that coverage does or does not exist for any particular claim or loss, or type of claim or loss, under any such policy. Whether coverage exists or does not exist for any particular claim or loss under any such policy depends on the facts and circumstances involved in the claim or loss and all applicable policy wording.

Unless Argo Group specifies otherwise, non-US companies within Argo Group are not licensed or otherwise authorized to conduct business or offer Products and Services in the United States and do not engage in or transact any business in the United States through the Online Materials or otherwise. Information in the Online Materials  may include references to products or services not offered in your state or country or not available for purchase over the Internet in your state or country. Variations in state law regarding the interpretation of insurance policies may exist, and any statements of coverage scope or intent in this summary are general in nature and are subject to change based on such variations. Availability of coverage referenced in this summary may be dependent upon state regulations.

In the United States, surplus lines products can be offered only through licensed surplus lines producers. Any materials accessible through the Online Materials describing insurance terms and conditions offered on a surplus lines basis are intended for use solely by properly licensed surplus lines producers.

Web Portals for Argo Group Business

Argo Group may use web portals specifically designed to allow producers to submit information that Argo Group may use to issue an insurance quote to the producer or the producer’s client.  By submitting the information to a portal, you represent that all the information, data, and other materials is true and accurate to the best of your knowledge, information and belief, after performing appropriate due diligence. In Argo Group’s sole discretion, Argo Group may use the information that you provide to develop a quote, estimate, or indication.  Argo Group may also use the information in Argo Group’s normal course of issuing insurance policies and providing related services. Argo Group’s work product developed from any information submitted through a web portal, including but not limited to quotes, estimates, applications, binders, and policies, is Argo Group’s sole property and Argo Group shall own all right, title, and interest in and to the work product data and all intellectual property rights embodied in the work product data.

You warrant that all information that you provide to the Argo Group using any portal is accurate and that it does not infringe any third party’ s intellectual property rights. You must not use the portal to engage in any conduct that is defamatory, libelous, threatening, or harassing, or that otherwise would violate any applicable law or regulation. You must not modify, publish, copy, distribute, or otherwise use or create derivative works from any of the Content on a portal. You shall not perform any activity that would damage operation of the portal, including displaying or providing a hyperlink to the portal to any third party. Argo Group reserves the right to monitor use of the portal, to remove or edit any information on the portal, and to terminate access to the portal at any time, without notice, and for any reason whatsoever. Argo Group further reserves the right to disclose any information on the portal to satisfy any applicable law, regulation, legal process, or governmental request.

Argo Group may post information about its Products and Services on a portal. Argo Group reserves the right at any time to make changes to the Products and Services described in any portal. Any reference to an insurance product, other than a quote, shall not be construed as an offer of insurance, but rather merely as a description of that particular insurance product.

Argo Group’s Privacy Notice

Argo Group collects, stores, and uses personal information collected from you in accordance with Argo Group’s applicable privacy notice which can be accessed at: https://www.argolimited.com/privacy (“Privacy Notice”). The terms of the Privacy Notice are expressly incorporated into these Terms.

Feedback

We welcome your comments, feedback, information, or materials regarding the Online Materials or Products and Services (collectively, “Feedback”). If you submit Feedback to Argo Group, please note that your Feedback will be treated as non-confidential and non-proprietary and becomes Argo Group’s property, excluding any personal information which will be maintained in accordance with Argo Group’s Privacy Notice. By submitting your Feedback to Argo Group, you irrevocably assign to Argo Group, all right, title and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in the Feedback worldwide. Argo Group is free to use your Feedback on an unrestricted basis. You hereby assign and/or waive, as applicable, any moral rights that you may have in or to the Feedback.

If you provide any Feedback via any Websites, you make the following representations and warranties to Argo Group: (1) you are owner of such Feedback or otherwise have the right to grant Argo Group the licenses or assignments granted pursuant to these Terms; (2) you have secured any and all consents necessary to post the Feedback and to grant the foregoing licenses or assignments; (3) the Feedback does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and such Feedback does not contain any personally identifiable information about third parties in violation of such parties’ rights; (4) the use of any Feedback will not result in harm or personal injury to any third party; and (5) all factual information contained in the Feedback is true and accurate.

Safe Harbor Statement

The Online Materials may from time to time contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. That act provides a statutory “safe harbor” for forward-looking statements. Except for historical information contained in the Online Materials, statements in the Online Materials reflect current views with respect to future events and financial performance. These forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement.

Please refer to Argo Group International Holdings, Ltd.’s filings with the Securities and Exchange Commission, including the most recent Forms 10-K, 10-K/A and 10-Q, and any Form 8-K since the most recent Form 10-K, for further information on inherent risks and uncertainties.

International Users & Governing Law

The Online Materials are controlled and operated by Argo Group from offices within the United States of America and will not subject Argo Group to the laws or jurisdiction of any state or country other than that of the United States. You may not use or export the Online Materials in violation of U.S. export laws and regulations. The Online Materials may not be appropriate or available for use in some non-U.S. jurisdictions.  If you access the Online Materials from locations outside of the United States, you are responsible for compliance with all laws in your jurisdiction.

These Terms shall be governed by the laws of the United States and of the State of New York, without giving effect to its conflict of laws provisions. This Agreement constitutes the entire agreement between you and Argo Group with respect to your use of the Online Materials.

Term and Termination

In addition to any other method of termination or suspension provided for in these Terms, Argo Group reserves the right to suspend or terminate these Terms at any time and for any reason without prior notice, including if Argo Group believes that you have violated these Terms. Argo Group will not be liable to you or any third party for any termination or suspension of your access to the Online Materials or any part of the Online Materials, removal of Content or sale of any Products and Services. You may terminate these Terms at any time by immediately discontinuing all access to the Online Materials and by providing notice to Argo Group of your discontinuance. Termination or cancellation of these Terms will not affect any right or relief to which Argo Group may be entitled at law or in equity. Upon termination of these Terms, you must terminate all use of the Online Materials.

Third Party Beneficiaries

Each of Argo Group International Holdings, Ltd.’s subsidiaries and affiliates is a third party beneficiary to these Terms with the full right to enforce these Terms.

Copyright and Copyright Notices

Argo Group respects the intellectual property of others, and we ask our users to do the same. We respond to notices of alleged infringement under the Digital Millennium Copyright Act. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information:

  • an electronic or physical signature of the owner or person authorized to act on behalf of the owner of the copyright interest;
  • a description of the copyrighted work that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the Online Materials sufficient to allow us to locate the allegedly infringing material;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please contact us for Notice of Claims of copyright infringement at: con[email protected] (Attn: General Counsel)

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