Terms of Use

Terms of Use

Date Posted and Effective Date: June 2022

AGREEMENT BETWEEN USER AND PRO GROUPS

The SEC, SOX, & ESG Professionals Groups (“Pro Groups”) Website is organized and sponsored by Workiva Inc. For purposes of these Terms of Use (“Terms”) references to Pro Groups include Workiva Inc. “Pro Groups Website'' shall be defined herein as https://www.secprofessionals.org (“Services”). The Pro Groups Website and its contents are offered to you based on your agreement of these terms of use and any other agreements provided for your acceptance and agreement. Your use of the Pro Groups Website constitutes your agreement to all such terms, conditions and notices.

MODIFICATION OF THESE TERMS 

Pro Groups reserves the right to change the terms, conditions, and notices under which the Pro Groups Website is offered in its sole discretion, including but not limited to the changes associated with the use of the Pro Groups Website. Your continued use of the Pro Groups Website following the posting of revised Terms of Use means that you accept and agree to the changes. You may not use the Pro Groups Website and may not accept the Terms if you are a person barred from using services that Pro Groups provides under the laws of any country in which you are resident or from which you use the Services. Pro Groups reserves the right to disclose aggregated data, or information or statements it publishes without attribution to any identifiable individual, or specific data or statements that you separately and specifically agree that Pro Groups can share with the larger public or media, without infringing upon your confidentiality.

LINKS TO THIRD PARTY SITES

The Pro Groups Website may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Pro Groups, and Pro Groups is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Pro Groups is not responsible for webcasting or any other form of transmission received from any Linked Site. Pro Groups is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Pro Groups of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Pro Groups Website, you warrant to Pro Groups that you will not use the Pro Groups Website for any purpose that is unlawful or prohibited by these Terms, or in any manner, which could damage, disable, overburden, or impair the Pro Groups Website or interfere with any other party's use and enjoyment of the Pro Groups Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Pro Groups Website, including, but not limited to, data mining, robots, or similar data gathering and extraction tools.

ANTITRUST STATEMENT

Pro Groups and Pro Groups members need to be mindful of constraints of anti-trust or competition laws when engaging with each other at Pro Groups–hosted activities. Pro Groups Chapter Meetings, Chapter events, workshops, group gatherings, webcasts, seminars/sessions, electronic community platforms, social networking groups, and any other group gathering (facilitated by technology or in person) are conducted for educational purposes, to provide a forum for the open discussion and free exchange of ideas even amongst companies that may otherwise compete in the marketplace. At any gatherings, members are reminded that it is their responsibility to avoid (and where they see others acting in such a manner, to discourage) any agreement or inappropriate conversations that could have anti-competitive effects or could constitute a restraint on trade. In discussing the pros and cons on a topic of discussion, members may express an opinion, but must avoid collective agreements on how any particular issue/matter should be handled. 

PASSWORDS AND ACCOUNT SECURITY

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to Pro Groups for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Pro Groups immediately at info@secprofessionals.org or by calling 515-663-4435. You agree to not share access to the Pro Groups Website.

USE OF COMMUNICATION SERVICES

The Pro Groups Website may contain bulletin board services, chat areas, news groups, forums, commentary services, communities, personal web pages, calendars, membership directory, and/or other message or communication facilities (collectively, “Communication Services”) designed to enable you to communicate with an individual, the public at large or with a group. You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. To use the Communication Services you represent and warrant that you are at least of 18 years of age.

By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

  •   Advertise or offer to sell or buy any goods or services for any business purpose;
  •   Use Communication Services for political campaigning, recruiting votes, or soliciting support for legislative or other initiatives;
  •   Conduct or forward contests, pyramid schemes or chain letters;
  •   Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner;
  •   Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  •   Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;
  •   Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;
  •   Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;
  •   Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
  •   Harvest or otherwise collect information about others, including email addresses, without their consent;
  •   Interfere with or disrupt the integrity or performance of the Communication Services, any portion or contents thereof, or related systems or networks;
  •   Use the Communication Services in any way which degrades their reliability, speed or operation, or their underlying hardware or software;
  •   Restrict or inhibit any other user from using and enjoying the Communication Services;

Pro Groups has no obligation to monitor the Communication Services. Pro Groups cannot verify the accuracy of statements that users make or place on or through the Communication Services, and does not guarantee that any user materials have been submitted with the permission of the copyright or proprietary owner or are otherwise in compliance with these Terms. All comments, concerns and notices of violations of these Terms can be made to info@secprofessionals.org. 

However, Pro Groups reserves the right to:

  •   Review materials posted to a Communication Service and to remove or edit any materials in its sole discretion, including those in violation of these Terms.
  •   Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Pro Groups Website.
  •   Change, terminate or suspend the Communication Services, any features of the Communication Services, and any content or materials contained in the Communication Services, in any way, at any time and for any reason or no reason. Pro Groups also has the right to require you to cease accessing any features, content or materials of the Communication Services.

Always use caution when giving out any personally identifying information about yourself in any Communication Service. Pro Groups does not control or endorse the content, messages or information found in any Communication Service and, therefore, Pro Groups specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Pro Groups members are not authorized Pro Groups spokespersons, and their views do not necessarily reflect those of Pro Groups. Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

COMMITTEES

Pro Groups allows Pro Groups members to create committees comprised solely of Pro Groups members in order to share information relevant to such committee members, and otherwise communicate, assemble, or conduct activities using the Services, Communication Services, or the Pro Groups Website, provided that any Pro Groups member does so at its own risk. Neither the Pro Groups nor its sponsors will not be liable to any Pro Groups member for any liability arising out of such Pro Groups member’s affiliation with such committee.  Neither Pro Groups nor its sponsors endorse any activities, events, agreements, messages, activities or information of such committees. 

MATERIALS PROVIDED TO PRO GROUPS OR POSTED TO ANY PRO GROUPS WEBSITE

Pro Groups does not claim ownership of the materials you provide to Pro Groups (including feedback and suggestions) or post, upload, input or submit to any Pro Groups Website (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Pro Groups and necessary sub-licensees permission to use your Submission in connection with the operation of their businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; none of which will reveal your name in connection with your Submission unless you, the individual user, agree to permit such in a separate agreement with Pro Groups. No compensation will be paid with respect to the use of your Submission, as provided herein. Pro Groups is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Pro Group’s sole discretion. By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

COPYRIGHT & TRADEMARKS

All contents of the Pro Groups Website are the copyrighted works of Pro Groups and/or its suppliers. All Pro Groups trademarks are strictly owned by Pro Groups, and nothing in these terms can be construed to transfer ownership rights or grant any permission, license or other rights to any Pro Groups trademark without written authorization from Pro Groups. The names of actual companies and products mentioned within the Pro Groups Website may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved.

DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICES

Pro Groups respects the intellectual property of others, and, particularly as to user generated content in comments, discussion boards or in other user contributed content, as applicable, we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to legal@workiva.com: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the site; (d) your address, telephone number and email address; (e) 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 (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

TERMINATION/ACCESS RESTRICTION

Pro Groups reserves the right, in its sole discretion, to edit, refuse to post, or remove any information or materials, in whole or in part, or to terminate your access to the Pro Groups Website and the related services or any portion thereof at any time, without notice.

LIABILITY DISCLAIMER

Pro Groups AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE Pro Groups WEBSITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Pro Groups, ITS DIRECTORS, EMPLOYEES, CONTENT PROVIDERS, AFFILIATES, SUPPLIERS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE Pro Groups WEBSITE, WITH THE DELAY OR INABILITY TO USE THE Pro Groups WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE Pro Groups WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE Pro Groups WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Pro Groups (OR ANY OF ITS SUPPLIERS) HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE Pro Groups WEBSITE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE Pro Groups WEBSITE.

Some US states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.

INDEMNIFICATION

Except as prohibited by law, you will hold Pro Groups and its officers, directors, employees and agents harmless for any indirect, punitive, special, incidental or consequential damage, however it arises (including attorneys' fees and all related costs and expenses of litigation and arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted), whether in an action of contract, negligence or other tortious action, or arising out of or in connection with these Terms, including without limitation any claim for personal injury or property damage, arising from (i) your use of and access to the Services; (ii) your violation of any of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your content caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Services.

INTERNATIONAL USERS

Pro Groups makes no claims regarding access or use of the Website or Pro Groups content outside of the United States. If you use or access the Website or Pro Groups content outside of the United States, you are responsible for compliance with the laws and regulations of your jurisdiction as well as these Terms.

PRIVACY AND PERSONAL INFORMATION

For information about Pro Groups data protection practices, please read Pro Group’s Privacy Policy. This policy explains how Pro Groups treats your personal information, and protects your privacy, when you use the Services. You agree to the use of your data in accordance with Pro Group’s Privacy Policy. If you become aware of any unauthorized use of your password or of your account, you agree to notify Pro Groups immediately at privacy@workiva.com or legal@workiva.com.

PERPETUITY RIGHTS

When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Pro Groups have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this agreement shall continue to apply to such rights, obligations and liabilities indefinitely.

GENERAL LEGAL TERMS

The Terms and the Pro Group’s Privacy Policy constitute the whole legal agreement between you and Pro Groups and govern your use of the Services (but excluding any services which Pro Groups may provide to you under a separate written agreement), and completely replace any prior agreements between you and Pro Groups in relation to the Services.

As part of Pro Group's continuing innovation, you acknowledge and agree that Pro Groups may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Pro Group's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Pro Groups when you stop using the Services. You acknowledge and agree that if Pro Groups disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content, which is contained in your account.

You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose, most especially including not sharing the data supplied by other Pro Groups members to law firms or other vendors who are not Pro Groups members. You agree that you are solely responsible for (and that Pro Groups has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Pro Groups may suffer) of any such breach.

You agree that if Pro Groups does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Pro Groups has the benefit of under any applicable law), this will not be taken to be a formal waiver of Pro Group’s rights and that those rights or remedies will still be available to Pro Groups.

The Terms, and your relationship with Pro Groups under the Terms, shall be governed by the laws of Delaware, USA, without regard to conflict of laws provisions. You and Pro Groups agree any and all actions, suits, or judicial proceedings upon any claim arising from or relating to the Terms or Pro Groups Website shall be instituted and maintained in the State of Iowa. If it is judicially determined that either party may file an action, suit, or judicial proceeding in federal court, such action, suit, or judicial proceeding shall be in the Federal District Court for the Southern District of Iowa. Notwithstanding this, you agree that Pro Groups shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms, which will remain in full force and effect.