ICBA Community Terms and Conditions of Use

Introduction

Thank you for your interest in ICBA Community, the Independent Community Bankers of America (“ICBA”) peer to peer network for members. To ensure the best possible experience for all members, we have established these Terms and Conditions for use of ICBA Community. We reserve the right to suspend or terminate access to ICBA Community for anyone who violates these Terms and Conditions.

As an ICBA Community user, you are expected to abide by ICBA’s guidelines. ICBA reserves the right to delete or revise comments that violate any of the Guidelines as well as block any users who do not abide by our Guidelines. Further, ICBA reserves the right to remove any comments for any reason at any time. See ICBA’s privacy policy.

Scope of Permitted Use

This site is provided as a service for the members of the ICBA. ICBA is not responsible for the opinions and information posted on this site by others. We disclaim all warranties regarding information posted on this site, whether posted by ICBA or any third party; this disclaimer includes all implied warranties of merchantability and fitness. In no event shall ICBA be liable for any special, indirect, or consequential damages or any damages whatsoever resulting from loss of use, data, or profits, and/or arising out of or in connection with the use or performance of any information posted on this site.

You agree to reserve postings on the ICBA Community to topics best suited to the medium as an on-line professional development and networking tool as it relates to your membership at ICBA. The posting of commercial, defamatory, harassing, libelous, slanderous, profane, threatening, infringing or illegal materials is prohibited.

Intellectual Property Compliance

You shall not post any information or other material protected by copyright without the permission of the copyright owner. By posting material, you represent and warrant that you own the copyright with respect to such material or that you have received permission from the copyright owner to post the material. In addition, by posting such material the copyright owner grants ICBA and the ICBA Community users the nonexclusive and irrevocable right and license to display, copy, publish, distribute, transmit, print, and use such information or other material. Notwithstanding the foregoing, certain groups within the ICBA Community may engage in confidential discussions or posts that should not be reposted by the ICBA Community users without specific permission.

The trademarks, service marks, trade names, trade dress and logos (collectively, "Marks") contained or described on the ICBA Community are the sole property of ICBA or other third parties and may not be copied, imitated or otherwise used, in whole or in part, without the prior written permission of their respective owners. In addition, all page headers, custom graphics, button icons and scripts are the sole property of ICBA and may not be copied, imitated or otherwise used, in whole or in part, without the prior written permission of ICBA.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the ICBA Community infringes their rights under US copyright law. ICBA reserves the right to remove any material on the ICBA Community which allegedly infringes another person’s copyright. Notices to ICBA regarding any alleged copyright infringement on the ICBA Community should be sent to Vanessa Hanson at vanessa.hanson@icba.org. Please provide the following in your communication:

1. a description of the copyrighted work or other intellectual property that you claim has been infringed;
2. a description of where the material that you claim is infringing is located on ICBA Community (including URLs);
3. your address, telephone number, and email address;
4. a statement that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
5. 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; and
6. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.

Antitrust Compliance

As a professional association, ICBA is subject to antitrust laws. The basic principle to be followed in avoiding antitrust violations in connection with ICBA activity is to see that no illegal agreements, expressed or implied, are reached or carried out through ICBA, including the ICBA Community.  As such, certain topic areas are not permitted to be discussed in the ICBA Community. To avoid violations of antitrust laws, you shall not post messages which encourage or facilitate members to arrive at any agreement that either expressly or implicitly leads to price fixing, a boycott of any business, or other conduct intended to illegally restrict free trade.   The consequences of non-compliance can be very serious for both the individuals involved and ICBA.

DO NOT DISCUSS. In general, messages regarding the following topics are inappropriate and are not permitted to be discussed on the ICBA Community:

• Sharing or discussing industry-wide or individual company prices (current or projected) or other matters related to business terms (e.g., costs, profits, contractual terms and conditions, charges, surcharges, interest, APR, APY, rates, ROI, bps, basis points, discounts, points, fees, incentives, cashback, rewards, free, margin, spread, credit, profit, volume, referrals, savings, income); wages (e.g., salary, bonus, incentive, compensation, compensation, benefits, shares, stocks, options, volume, referrals, income); market allocation; market shares/sales; or clients/customers
• Encouraging or participating in boycotts, exclusions of products/services or “refusals to deal" with individuals, companies, or governmental entities (e.g., the selection, rejection, or termination of customers or suppliers)
• Placing or seeking to place limitations on individuals or organizations that would result in unfairly restricting their ability to engage in a business or business practice or inappropriately exclude them from participation in ICBA activities

PERMISSIBLE TOPIC AREAS. In general, the following topics are permitted to be discussed on the ICBA Community.

• Reporting and exchanging information on general industry or professional developments, concerns and economic trends
• Promoting markets for the industry/profession as a whole
• Describing advances/problems in relevant research and technology
• Providing general information to assist in identifying methods by which an individual or company can improve performance (e.g. efficiencies and management)
• Developing common advocacy strategies and positions with respect to legislative and regulatory matters

Election/PAC Compliance

As a Section 501(c)(6) tax-exempt organization, ICBA may engage in some political activity without jeopardizing their status as a tax-exempt organization. As such, due to the complex (and very different) federal, state, and local campaign finance rules, no messages solicitating for or raising money/goods for the ICBA PAC, candidates, campaigns, PACs, political parties, Section 527 political organizations (e.g., Republican and Democratic Governors Associations), ballot measures/initiatives/referenda or other political entities should occur on the ICBA Community.

In general, no content that promotes or opposes an ICBA member’s campaign for election to a political office should be permitted (this can result in prohibited corporate facilitation of contributions, prohibited in-kind contributions under various federal, state, and local laws).

Compliance With Laws

In all uses of the ICBA Community, you shall act in compliance with all applicable rules and regulations of all regulatory bodies and with all laws, including, but not limited to any applicable antitrust laws, election laws, and all applicable ordinances, orders, rules, and regulations of all local, state, federal and other jurisdictions having authority over the performance hereof.

ICBA is not subject to the European Union’s General Data Protection Regulation (“GDPR). Consequently, GDPR and the United Kingdom’s GDPR do not apply. ICBA shall follow all applicable laws, rules, and regulations as it applies to ICBA.

Monitoring and Response to Violations

ICBA may monitor the ICBA Community for violations of these Terms and Conditions. ICBA reserves the right to immediately remove any post and terminate access to any user who does not abide by these guidelines. Notwithstanding ICBA’s reservation of the right to remove content, ICBA has no affirmative obligation to monitor, review or remove content.

Disclaimer of Warranties

ICBA does not provide any warranty whatsoever, with respect to the ICBA Community or any content provided by you or by any user. It is hereby made explicitly clear that ICBA shall not be held responsible for any acts and/or omissions on the part of any user. ICBA, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS PROVIDE ICBA COMMUNITY “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. ICBA, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ICBA EXPRESSLY DISCLAIMS ANY WARRANTIES WITH RESPECT TO THE ACCURACY OF THE DATA RESULTING FROM ICBA COMMUNITY AND/OR ANY ACTIONS YOU MAY PURSUE OR REFRAIN FROM TAKING PURSUANT TO SUCH OUTPUT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THIS ICBA COMMUNITY WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, CONTINUOUS, TIMELY, SECURE, OR ERROR OR VIRUS FREE.

Limitation of Liability and Indemnification

You agree that ICBA will not be responsible to you for any direct, indirect, consequential, special, or punitive damages or losses you may incur in connection with ICBA Community or any of the data or other materials transmitted or residing on ICBA Community, even if ICBA has been advised of the possibility of such damage or loss.

WITHOUT DEROGATING FROM ANY OF THE FOREGOING, ICBA’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS AND CONDITIONS, IF ANY, IN CONNECTION WITH ICBA COMMUNITY WILL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO ICBA DURING THE THREE (3) MONTHS PRECEDING THE SERVICES GIVING RISE TO SUCH LIABILITY, IF ANY, AND IF NO SUCH SERVICES ARE APPLICABLE, THEN ICBA’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED $1,000 USD. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN ICBA AND YOU.

In addition, you agree to defend, indemnify and hold ICBA, its officers, directors, employees, members and agents harmless from and against any and all claims, proceedings, damages, injuries, liabilities losses, costs and expenses (including attorney’s fees) relating to any acts or omissions by you or materials or information transmitted or posted by you in the use of ICBA Community leading wholly or partially to claims against ICBA, its officers, directors, employees, members, or agents or ICBA Community by other users or third parties. The terms of this provision shall indefinitely survive the termination of your use of the ICBA Community and the termination or expiration of these Terms and Conditions.

Governing Law; Venue

You agree that any disputes arising out of these Terms and Conditions shall be governed by the laws of the District of Columbia, United States of America without regard to principles of conflicts of laws. You agree that any dispute or action concerning these Terms and Conditions shall be handled exclusively through final and binding arbitration following the rules of commercial arbitration defined by the American Arbitration Association(the “AAA”) under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA’s Supplementary Procedures for Consumer Related Disputes ( the “AAA Consumer Rules”) (collectively the “AAA Rules”) with arbitration taking place at the ICBA offices or other venue located in the District of Columbia as mutually agreed upon by the parties involved.

To the fullest extent permitted by applicable law, no arbitration or claim under these Terms and Conditions shall be joined to any other arbitration or claim, including any arbitration or claim involving any other current or former user of the site, and no class arbitration proceedings shall be permitted. In no event shall any claim, action or proceeding by you related in any way to the ICBA Community (including your visit to or use of ICBA Community and/or the service) be instituted more than one (1) year after the cause of action arose.

Waiver

Waiver by ICBA of any term or condition of Terms and Conditions or any breach shall not constitute a waiver of any other term or condition or breach of this Agreement or a waiver of such term, condition, or breach at a subsequent time.

Subsequent Invalidity

If any part of any provision of these Terms and Conditions shall be invalid or unenforceable under applicable law, said part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said part or provision or the remaining parts or provisions of said agreement.

ICBA makes changes to its products and services from time to time; we may update Terms and Conditions to reflect these changes. We reserve the right to amend the ICBA Community Terms and Conditions at any time, for any reason, and may do so by posting a new version online. Your continued use of ICBA Community, and/or continued provision of Personal Data to us will be considered acceptance of any revised terms and subject to the terms of the then-current Terms and Conditions. We encourage you to periodically review this page for the latest information.

Contact

Questions about ICBA Community should be directed to Vanessa Hanson at vanessa.hanson@icba.org.

By using this site, you acknowledge that you have read these Terms and Conditions, that you understand them, and that you agree to be bound by them in all uses of ICBA Community.