Terms of Service

Last revised 7.1.14

These terms and conditions (the “Terms of Service”) govern your access to and use of Private Risk Management Association’s websites or mobile applications that link to or reference these Terms of Service (collectively, the “Service”).  By accessing or using the Service, you are agreeing to these Terms of Service and concluding a legally binding contract with Private Risk Management Association (“PRMA”).  Do not access or use the Service if you are unwilling or unable to be bound by the Terms of Service.

1.     DEFINITIONS
A.   Parties
“You” and “your” refer to you, as a user of the Service.  A “user” is someone who accesses, browses, crawls, scrapes, or in any way uses the Service.  “We”, “us”, and “our” refer to PRMA.

B.    Content
“Content” means text, images, photos, audio, video, location data, and all other forms of data or communication.  “Your Profile Content” means Content that you submit or transmit to, through, or in connection with the Service, such as information that you display in your account profile.  “User Content” means Content that users submit or transmit to, through, or in connection with the Service, including text, images, photos, audio, video, documents, location data and other forms of data submitted by you.  “PRMA Content” means Content that we create and make available in connection with the Service.  “Third Party Content” means Content that originates from parties other than PRMA or its users, which is made available in connection with the Service.  “Site Content” means all of the Content that is made available in connection with the Service, including Your Profile Content, User Content, Third Party Content, and PRMA Content.
 
2.     CHANGES TO THE TERMS OF SERVICE
We may modify the Terms of Service from time to time.  When changes are made, we will notify you by making the revised version available on this webpage, and we will indicate at the top of this page the date that revisions were last made.  You should revisit these Terms of Service on a regular basis as revised versions will be binding on you.  Any such modifications will be effective upon our posting of new Terms of Service.  You understand and agree that your continued access to or use of the Service after any posted modification to the Terms of Service indicates your acceptance of the modifications.

3.     USING THE SERVICE
A.   Eligibility
To access or use the Service, you must be eighteen (18) years or older and have the requisite power and authority to enter into these Terms of Service.  You may not access or use the Service if you are a competitor of ours or if we have previously banned you from the Service or closed your account.  We reserve the right to suspend, close or remove any account that does not meet this requirement.

B.    Permission to Use the Service
We grant you permission to use the Service subject to the restrictions, policies and provisions of these Terms of Service.  Your use of the Service is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.

C.    Site Availability
The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

D.   User Accounts
You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Service.  You are responsible for maintaining the confidentiality of your account password.  You are also responsible for all activities that occur in connection with your account.  You agree to notify us immediately of any unauthorized use of your account.  We reserve the right to close your account at any time for any or no reason.
Types of accounts:
                                               i.     A “Non-Membership Account” is a user account for a user of the Service who is not a member of PRMA.  Non-Membership Accounts allow access to event and educational registration, the career center and the online Membership Directory, however, access to the Service may be restricted in one form or another including limited access to certain aspects of the Service, data limits, or other restrictions.  In creating a Non-Membership Account, we ask that you provide complete and accurate information about yourself.  You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple Non-Membership Accounts.  If you use a pseudonym, take care to note that others may still be able to identify you if, for example, you include identifying information in the User Content or use the same account information on other sites.  Please read our Privacy Policy [insert hyperlink] for more information.
                                             ii.     A “Membership Account” is a user account for a full Corporate, Corporate Associate, Individual or Academic Member of PRMA.  Membership Accounts may have access to additional options, multiple users, content, data limits or other services not available to Non-Member Accounts (“Membership Services”) and are subject to change.  In creating a Membership Account, we ask that you provide complete and accurate information about yourself and your business.  You may not impersonate someone else, create or use an account for anyone other than yourself or those individuals directly associated with your business, provide an email address other than your own, or create multiple Membership Accounts.  If you use a pseudonym, take care to note that others may still be able to identify you if, for example, you include identifying information in the User Content or use the same account information on other sites.  Please read our Privacy Policy [insert hyperlink]for more information. 

E.    Communications from PRMA and other Users
By creating an account, you agree to receive certain communications in connection with the Service.  For example, PRMA may contact you regarding payment information.  You may also periodically receive our newsletter about PRMA services.  You can opt-out of non-essential communications at any time by going to “Messaging Preferences” under your Account Settings and unchecking the “Yes” box.  

4.     CONTENT
A.   Responsibility for Your Profile Content
You alone are responsible for Your Profile Content, and once published, it cannot always be withdrawn.  You assume all risks associated with Your Profile Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Profile Content that makes you personally identifiable.  You represent that you own, or have the necessary permissions to use and authorize the use of Your Profile Content as described herein.  You may not imply that Your Profile Content is in any way sponsored or endorsed by PRMA.
You may expose yourself to liability if, for example, Your Profile Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.  We are not liable for Your Profile Content in any way.

B.    Our Right to Use Your Profile Content
We will never sell Your Profile Content to others.  In order to provide you with a quality user experience we may use Your Profile Content in a limited number of ways, including displaying, reformatting, or creating derivative works from Your Profile Content.  We may use Your Profile Content in concert with content from other users in order to create, record, process or mine anonymized data packages.  Anonymized data packages may be used or sold to our marketing partners and third-party advertisers.  Anonymized data packages will never include your PII and will never identify you personally.  We will never sell or provide your PII to any third-party advertiser.  You hereby irrevocably grant us world-wide, non-exclusive, royalty-free, sublicensable, transferable rights to use Your Profile Content for any and all purposes as discussed in the Terms of Service.   
Finally, you irrevocably waive, and cause to be waived, against PRMA and its users any claims and assertions of moral rights or attribution with respect to Your Profile Content.  By “use” we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of Your Profile Content.

C.    Responsibility for User Content
 
You alone are responsible for your User Content, and once published, it cannot always be withdrawn.  You assume all risks associated with your User Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in your User Content that makes you personally identifiable.  You represent that you own, or have the necessary permissions to use and authorize the use of your User Content as described herein.  You may not imply that your User Content is in any way sponsored or endorsed by PRMA.
 
You may expose yourself to liability if, for example, your User Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.  We are not liable for your User Content in any way.
 
D.   Our Right to Use User Content
 
You agree to grant PRMA a limited license to use your User Content solely for providing or improving the Service (e.g., customer support and technical support).  By “use” we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works.  You may choose to share your User Content with others.  If you choose to share User Content with others then you waive any claims and assertions against PRMA as a result of the shared User Content.  We will never sell your User Content to others without your permission.   
 
As such, you hereby irrevocably grant us world-wide, non-exclusive, royalty-free, sublicensable, transferable rights to use your User Content for any and all purposes as discussed in the Terms of Service.  Finally, you irrevocably waive, and cause to be waived, against PRMA and its users any claims and assertions of any rights, including intellectual property rights, moral rights or attribution, with respect to your User Content. 
 
E.    Ownership
As between you and PRMA, you own Your Profile Content and your User Content.  We own PRMA Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software and all other elements and components of the Service excluding Your Profile Content, User Content and Third Party Content.  We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (the “IP Rights”) associated with PRMA Content and the Service, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws.  As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of PRMA Content in whole or in part except as expressly authorized by us.  Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Service and PRMA Content are retained by us.
F.    Advertising
PRMA and its licensees may publicly display advertisements and other promotional information on the Service.  You are not entitled to any compensation for such advertisements.  The manner, mode, and extent of such advertising are subject to change without specific notice to you.
G.   Other
We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion and without notice to you.  We have no obligation to retain or provide you with copies of User Content, nor do we guarantee any confidentiality with respect to User Content.

5.     RESTRICTIONS
We are under no obligation to enforce the Terms of Service on your behalf against another user.  While we encourage you to let us know if you believe another user has violated the Terms of Service, we reserve the right to investigate and take appropriate action at our sole discretion.
A.   You agree not to, and will not assist or enable others to use the Service to:
                                               i.     Post obscene or pornographic images, photos, audio, video, text or other similar content;
                                             ii.     Violate any third-party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
                                            iii.     Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
                                            iv.     Promote a business or other commercial venture or event, or otherwise use the Service for commercial purposes, except and unless explicitly authorized by PRMA;
                                             v.     Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not, or otherwise attempt to manipulate the Service’s search results, response results, or any third-party website;
                                            vi.     Solicit personal information from minors, or submit or transmit pornography; or
                                          vii.     Violate any applicable law.

B.    You also agree not to, and will not assist or enable others to:
                                               i.     Violate the Terms of Service;
                                             ii.     Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Site Content (other than Your Profile Content), except as expressly authorized by PRMA;
                                            iii.     Use any bot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Service or any Site Content;
                                            iv.     Reverse engineer any portion of the Service;
                                             v.     Remove or modify any copyright, trademark, or other proprietary rights once that appears on any portion of the Service or on any materials printed or copied from the Service;
                                            vi.     Record, process, or mine information about other users;
                                          vii.     Access, retrieve or index any portion of the Service for purposes of constructing or populating a searchable database of Content;
                                         viii.     Reformat or frame any portion of the Service;
                                            ix.     Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on PRMA’s technology infrastructure or otherwise make excessive traffic demands of the Service;
                                              x.     Attempt to gain unauthorized access to the Service, user accounts, computer systems or networks connected to the Service through hacking, password mining or any other means;
                                            xi.     Use the Service or any Site Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, “Viruses”);
                                           xii.     Use any device, software, or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service;
                                         xiii.     Use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Service or Site content; or
                                         xiv.     Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Service.
The restrictions above only apply to the extent permissible under applicable law.  Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing thirty (30) days’ prior written notice to use here, together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.

6.     NOTICE OF PRIVACY POLICY
A.   Privacy
You represent that you have read and understood our Privacy Policy [insert hyperlink].  Note that we may disclose information about you to third parties if we have a good faith belief that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply our Terms of Service and Privacy Policy; (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on us; or (iv) protect our rights, reputation, and property, or that of our users, affiliates, or the public.  If you use the Service outside of the United States, you consent to having your personal data transferred to and processed in the United States.
PRMA may store your information, in whole or in part, on equipment or in facilities leased or licensed from other vendors or entities.  We rely on the safety and security statements of such vendors with regard to their storage equipment and services.  By using the Service, you agree that PRMA is not responsible for any issues related to the storage equipment and services of other vendors or entities, including, but not limited to, the release, loss or corruption of your data.  You also agree that you will seek remedy from the vendors or entities for any such issue and not PRMA.

7.     PAYMENT
For Membership Accounts, you agree that PRMA may charge you via credit card to access the Membership Services.  We will not be responsible or liable for any delay in receipt of payment.
 
Secure payment services are managed by Timberlake Membership Software. Timberlake is the hosting provider for the Site and maintains reasonable security via technical, physical and administrative safeguards to protect the information received on this page. Information on this page is received over secure servers.  A technology called 128k secure Sockets Layer (SSL) is used to encrypt sensitive information (such as credit card information). SSL is the electronic commerce standard for securing information as it travels over the internet.  This can be verified by noting that the address located in the browser address bar when visiting the Site, begins with "https://". The "s" designates that the data is located on a secure server.
 
We may remind you via email or other methods, including notification during user login to the Site, prior to the expiration of your Membership Account access.  Access to your Membership Account will be restricted until the balance is paid, and, if necessary, your payment information on file is updated in order to process current and future membership costs.  We may also offer to make your User Content available to you via download or in other format for a fee.
 
We will hold inactive account data, including User Content, for no longer than ninety (90) days from the date your account expires, lapses or is terminated for any reason.  Prior to the ninety day deadline we will attempt to contact you to inform you of the forthcoming deletion of your inactive account data, including User Content.  However, we are not responsible for your failure to receive email or other correspondence from us regarding deletion of your inactive account data.  You agree to hold PRMA harmless for the deletion of your inactive account data, including User Content, regardless of whether you were contacted prior to the ninety day deadline. 
 
8.     SUGGESTIONS AND IMPROVEMENTS
By sending us any ideas, suggestions, documents, or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback, without compensation to you.

9.     THIRD PARTIES
The Service may include links to other websites or applications (each, a “Third Party Sites”).  We do not control or endorse any Third Party Sites.  You agree that we are not responsible for the availability or contents of such Third Party Sites.  Your use of Third Party Sites is at your own risk.
Some of the services made available through the Service may be provided in connection with third parties and subject to additional terms posted here which are incorporated herein by reference.

10.  INDEMNITY
You agree to indemnify and hold PRMA, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs, liabilities and legal fees, from any claim or demand made by any third-party due to or arising out of (i) your access to or use of the Service, (ii) your violation of the Terms of Service, or (iii) the infringement by you, or any third-party using your account, of any intellectual property or other right of any person or entity.  PRMA reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.  You agree not to settle any matter without the prior written consent of PRMA.  PRMA will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

11.  DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF PRMA AND ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS (COLLECTIVELY, THE “PRMA ENTITIES”). EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.

  1. THE SERVICE AVAILABLE IS MADE AVAILABLE TO YOU ON AN “AS IS” BASIS. YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK.
  2. PRMA ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE CONDUCT OF THIRD PARTIES.  ACCORDINGLY, PRMA ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER MISUSES YOUR CONTENT OR IDENTITY, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES LISTED ON THE SERVICE.
  3. PRMA ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE CONTENT, OR THE SAFETY OR SECURITY OF THE SERVICE.  ACCORDINGLY, PRMA ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE CONTENT, OR THE SAFETY OR SECURITY OF THE SERVICE.
  4. PRMA ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
  5. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.
  6. PRMA ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE OR THESE TERMS OF SERVICE IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO PRMA ENTITIES IN CONNECTION WITH THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.
  7. PRMA ENTITIES DISCLAIM ALL LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) LOSS OF OR DAMAGE TO REPUTATION OF PRMA OR ANY THIRD-PARTY, OR (v) LOSS OF INFORMATION OR DATA.
12.  CHOICE OF LAW AND VENUE
Connecticut law will govern these Terms of Service, as well as any claim, cause of action or dispute that might arise between you and PRMA (a “Claim”), without regard to conflict of law provisions.  FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN THE STATE OF CONNECTICUT.

13.  TERMINATION
  1. You may terminate the Terms of Service at any time by closing your account, discontinuing your use of the Service, and providing PRMA with a notice of termination. If you close your account, we reserve the right to continued use of Your Profile Content as we deem it appropriate (for example, we may continue to use Your Profile Content in various ways, including, but not limited to, anonymously aggregating Your Profile Content).
  2. Periodically we will review Your Profile Content and your User Content to ensure that you have not violated these Terms of Service or the Privacy Policy.  We reserve the right to terminate your account, suspend your ability to use certain portions of the Service, and/or ban you altogether from the Service for any or no reason, and without notice or liability of any kind.
  3. We may close your account, suspend your ability to use certain portions of the Service, and/or ban you altogether from the Service for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Service, Your Profile Content, Site Content, or any other related information.
  4. In the event of any termination, whether by you or us, Sections 1, 4, 5, 10 - 14 of these Terms of Service will continue in full force and effect, including our right to use Your Profile Content and User Content as detailed in Section 4.
14.  GENERAL TERMS
  1. We reserve the right to modify, update, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice or liability.
  2. We may provide you with notices, including those regarding changes to the Terms of Service by email, regular mail or communications through the Service.
  3. Except as otherwise stated in Section 9 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third-party.
  4. The Terms of Service contain the entire agreement between you and us regarding the use of the Service, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms of Service.
  5. Any failure on PRMA’s part to exercise or enforce any right or provision of the Terms of Service does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
  6. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Service shall otherwise remain in full force and effect and enforceable.
  7. The Terms of Service are not assignable, transferable or sublicensable by you except with PRMA’s prior written consent, but may be assigned or transferred by us without restriction. Any assignment attempted to be made in violation of the Terms of Service shall be void.
  8. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.