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ProSight Fraud Alert Network Community Membership Terms of Service

ProSight Fraud Alert Network Community Membership Terms of Service

1.Definitions.

        1. “Agreement” means the Fraud Alert Network Community Membership Form entered into between ProSight and You.
        2. “Authorized User(s)” means each person You grant authorization to access and use the FAN Community Platform. Each Authorized User must be Your current employee, contractor, or subcontractor.
        3. “FAN Community” means ProSight’s Fraud Alert Network peer sharing community and information hub that, among other features, serves as a trusted space that enables fraud-focused bankers to connect securely and efficiently by delivering timely, high-quality financial content, research, data, and expertise to users, and all content included therein, including without limitation information, data, artwork, text, video, audio, pictures, site design, graphics, software and other intellectual property, including the selection and arrangement thereof.
        4. “FAN Community Platform” means the FAN Community’s cloud-based platform hosted on CircleCo, Inc’s Circle Plus platform.
        5. “You” and “Your” means the financial institution that entered into the Agreement.
        6. “ProSight Member” or “ProSight Membership” means a financial institution that has paid ProSight’s institutional membership dues.

Capitalized terms in these Terms and Conditions not defined herein shall have the same meaning given to them in the Agreement.

2. Access and Use Restrictions

      1. Your Access
        1. You will only provide access to the FAN Community to Authorized Users. You are responsible for informing Authorized Users that the FAN Community will not allow or support (a) language that defames any person or entity, or contains false, malicious, or disparaging statements regarding any person or entity or (b) language that violates the Sherman Act, Clayton Act, the Federal Trade Commission Act, and state law counterpart. ProSight reserves the right to remove any language from the FAN Community that ProSight, in its sole judgment, deems (a) defamatory to any person or business, (b) a violation the Sherman Act, Clayton Act, the Federal Trade Commission Act, and any applicable state laws, or (c) violates any other community rules as posted in the FAN Community.
        2. Unless expressly agreed to in writing by ProSight, You will not, nor permit any Authorized User to, use the FAN Community to collect, transmit, provide, or otherwise process protected sensitive information about an individual deemed “sensitive” or “special category” under applicable laws, such as, but not limited to financial account numbers, insurance plan numbers, protected health or medical information, protected student information, and government-issued identifiers (e.g., Social Security numbers), (collectively, “Sensitive Information”). You acknowledge and agree that, in the event of a violation of any of the foregoing restrictions or a violation that threatens to harm the FAN Community, if the violation is not cured within 48 hours of receipt of written notice from ProSight, ProSight has the right to suspend, restrict or terminate any account(s) associated with the restricted activity, in addition to any other remedies under applicable law or at equity.
        3. You and Your Authorized Users may create on-line or off-line printouts of information and other content retrieved from the FAN Community and may reproduce such printouts, solely in connection with Your ordinary internal business activities, provided that You keep intact all copyright and proprietary notices and You do not download quantities of materials to a database that can be used to avoid future use of the FAN Community.
        4. You must maintain Your ProSight Membership to maintain your access to the FAN Community.
      2. Authorized User Access. Each Authorized User may only access and use the FAN Community Platform after accepting CircleCo., Inc’s click-through community terms.

3. Community Support.

During the Term, You or Authorized Users may submit support questions and requests to ProSight at [email protected]. ProSight’s standard support hours are Monday through Friday from 8:00 a.m. to 5:00 p.m. Central Time. U.S.A. federal holidays are exceptions to the help desk support service.

4. Termination

      1. ProSight has the right to terminate the Agreement effective upon written notice to You if there occurs any “default event”. A default event shall be deemed to have occurred if: (i) You fail to become a ProSight Member within thirty (30) days of the Effective Date; (ii) You fail to maintain Your ProSight Membership during the Term, or (iii) You fail to comply with any material obligation under the Agreement or these Terms and Conditions and such noncompliance continues for more than 30 days after notice from ProSight.
      2. The Agreement is non-cancelable during the Term. If ProSight breaches the Agreement, You must give ProSight written notice of the breach within 30 days of You first having knowledge of the breach. The parties will use their best efforts to come to a mutual remedy within 60 days of Your notice to ProSight. If a mutually acceptable remedy cannot be agreed upon within the 60 days, You may terminate the Agreement.
      3. During the Term, ProSight has the right to modify or remove a FAN Community feature that does not materially degrade the FAN Community. If ProSight, in its sole judgement, determines that it will remove or must stop offering a material portion of the FAN Community, ProSight will notify You and You will have the ability to terminate the Agreement.
      4. Upon termination by either party for any reason, You agree to eliminate any future access to the FAN Community from Your own access terminals, inform all Authorized Users that You are no longer a FAN Member, and that they are no longer able to access the FAN Community.

5. Fees and Payments

      1. The FAN Membership Fee is due in full at the beginning of the Term, is fully earned, non-cancellable, non-refundable, and non-transferable. In no event, under any circumstance will ProSight provide a refund of any FAN Membership Fee.
      2. ProSight accepts Checks, ACH, and Wire Transfers. ProSight invoices will be due within thirty (30) days of the date of the invoice.
      3. You may not withhold or “setoff” any amounts due hereunder. Any late payment shall be subject to the costs of collection (including reasonable legal fees and costs) and shall also bear interest at the rate of one and one-half percent (1.5%) per month (or part thereof) or, if lower, the highest rate permitted by applicable law until paid. If You fail to pay the FAN Membership Fee when due, ProSight may, in addition to its other available remedies, terminate Your Agreement and/or suspend Your access to or use of the FAN Community.
      4. ProSight reserves the right to increase the FAN Membership Fee at the beginning of any Renewal Term.

6. Ownership.

As between You and ProSight, ProSight is and shall remain the sole and exclusive owner of the FAN Community intellectual property, including without limitation the articles, artwork, text, video, audio, pictures, site design, graphics, software and other intellectual property, including the selection and arrangement thereof (collectively, the “Intellectual Property”) found on the FAN Community Platform. The Intellectual Property is protected by copyright and trade secret and other intellectual property laws, and You have no rights to the Intellectual Property except as specifically set forth in this Agreement.

7. Limitation of Liability

    1. NOTHWITHSTANDING ANY OTHER PROVISIONS IN THE AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY ECONOMIC LOSS OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, SAVINGS OR ANTICIPATED REVENUES) OR INCIDENTAL, INDIRECT OR SPECIAL DAMAGES ARISING OUT OF THE AGREEMENT REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT OR TORT (INCLUDING SUBSCRIBER’S OWN NEGLIGENCE), LAW OR EQUITY AND REGARDLESS WHETHER EITHER PARTY IS INFORMED OF THE POSSIBILITY THEREOF.
    2. FOR ALLEGED DAMAGES NOT EXCLUDED BY SECTION 7(A), NEITHER PARTY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, SHALL EXCEED THE GREATER OF THE FAN MEMBERSHIP FEE PAID BY YOU TO PROSIGHT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY OR $1,000.00. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

8. Confidentiality. To the extent that either party (each, the “Receiving Party”) comes into possession of any confidential information of the other (the “Disclosing Party”), the Receiving Party will not disclose such confidential information to any third party without the Disclosing Party’s consent, using at least the same degree of care as it employs in maintaining in confidence its own confidential information of a similar nature, but in no event less than a reasonable degree of care. The Disclosing Party hereby consents to the Receiving Party disclosing such information, (i) as expressly permitted in writing by the Disclosing Party; (ii) as may be required by law or regulation, or to respond to governmental inquiries, or in accordance with applicable professional standards or rules, or in connection with litigation or arbitration pertaining to this Agreement; or (iii) to the extent such information (a) is or becomes publicly available other than as a result of a disclosure in breach hereof, (b) becomes available to the Receiving Party on a nonconfidential basis from a source that the Receiving Party believes is not prohibited from disclosing such information to the Receiving Party, (c) is already known by the receiving party without any obligation of confidentiality with respect thereto, or (d) is developed by the receiving party independently of any disclosures made to the Receiving Party hereunder.

9. General Provisions.

    1. Force Majeure. The failure of either party to perform its obligations under the Agreement will not be deemed to be a breach of the Agreement if such failure arises from a Force Majeure. Such a party’s time to perform its obligations will be extended for a period equal to the period of delay caused by the Force Majeure. “Force Majeure” means acts of God, fires, natural disasters, pandemics, restrictions of governmental agencies, labor disputes, vendor failures, or any other circumstances beyond such party’s reasonable control.
    2. Publicity. ProSight may include Your name and corporate logo on the FAN Community Membership directory.
    3. Assignment. Neither party may assign or transfer the Agreement without the prior written approval of the other party. The sale of substantially all of the assets of a party, or its acquisition by or merger into another company, will not be deemed an assignment of this Agreement by that party, nor will an assignment to a parent company or any subsidiary or affiliate be deemed such as assignment; provided in the event of such a corporate transaction, the new or surviving entity shall assume the Agreement and all of its obligations, responsibilities and liabilities. Any assignment in violation of this Section will be void.
    4. Notices given pursuant to the Agreement must be in writing. They shall be deemed to have been duly given: (i) upon delivery or refusal of delivery, if hand-delivered; (ii) when transmitted, if sent by fax with confirmed receipt, followed by a “hard” copy delivered by any other method specified in this provision; or (iii) one (1) business day after being deposited for next-business day delivery with Federal Express or other national overnight courier service providing delivery tracking and confirmation. Notices shall be given to the addresses specified below:

      ProSight:
      Attn: Managing Director, FAN
      ProSight Financial Association
      222 W. Adams Street
      Suite 2300
      Chicago, IL 60606
      With a copy to:
      [email protected]

      FAN Member:       The name of the Primary Contact in Section 1 of the Agreement.

      The address of any party may be changed by notice to the other party duly served in accordance with this section, or via email. Notice is deemed delivered only upon actual receipt, or on the date delivery of notice was signed by the receiving party.
    5. Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of Illinois (without giving effect to the choice of law principles thereof). Each of the parties acknowledges and agrees that the state and federal courts in Illinois shall have exclusive jurisdiction over disputes arising under or relating to the Agreement or the transactions contemplated by the Agreement shall be brought only in such courts. If any provision of the Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth in the Agreement. F.
    6. Waiver. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of such provision or any other provisions hereof and no waiver shall be effective unless made in writing.
    7. The Agreement and these TOS supersede and replace all prior agreements related to the Fraud Alert Network.