Terms of Service

HCM Defender Terms of Service

This document (“the Agreement”) outlines the terms and conditions for access to the web portal, its contents and associated services (collectively the “Services”) available from HCM Defender, LLC (“HCM Defender”), a Florida LLC. This Agreement is established by and among: HCM Defender; Future Point of View (“FPOV”); and the individual(s) and entity(ies) accessing the Services (“Member(s)”) which may be any HCM, HCM Industry Supplier, a HCM Affiliate Organization or otherwise.

This Agreement is effective for one-year from the signature/acknowledgement date and entitles the organization to access the Services at the membership level subscribed for that period. The Agreement terms, conditions and services are subject to change at any time without prior notice. This Agreement and our Privacy Notice (linked) does not apply to any other website, product, or service operated by our company or our affiliates, or any third party, including through any application or content (including advertising) that may link to or be accessible from, on, or through the Services. This Agreement and our Privacy Notice (linked) does not apply to any third-party site or service recommended or referred through the Services, if any, through our products or services, or by our staff.

Membership fees are due upon electronic acknowledgement and acceptance of this Agreement and the terms and conditions outlined herein.

More information on HCM Defender Governance & Oversight can be found here.

If you are an individual acting on your company’s or client’s behalf, you accept these provisions on their behalf. By electronic acknowledgement of this Agreement you

warrant that you are an authorized signatory for the Member Company that you represent.

1. Services

The general Services to be provided are listed below and will be available in two levels – Basic and Premium. Basic Services are available at no cost and available to anyone in the industry.

Premium Services will be available to Members who pay an annual membership fee. In some cases, extended services at this level can be purchased on an hourly basis by Members in the Basic category. Each of the Benefits and/or Services outlined here are subject to change without notice and described generally below:

HCM Defender Benefits (Basic Members – no cost)

Access to best practices and standards library
Access to vendor references and reviews conducted by HCM Defender Access to coordinated industry / governmental alerts
Access to HCM Defender Rivers of Information® and cybersecurity newsletter Access to industry cybersecurity Event Reporting
Cybersecurity / incident response advisory services (annually) Access to extended cyber services on an hourly charge basis when needed

HCM Defender Benefits (Premium Members – per fee structure)

Access to best practices, standards, and industry use case library Full access to the security governance library
Access to vendor references, reviews with negotiated terms and pricing Access to coordinated industry / governmental alerts
Access to HCM Defender Rivers of Information® and cybersecurity newsletter Access to industry cybersecurity Event and Threat Reporting
Membership in HCM Defender Cybersecurity Coalition
Cybersecurity / incident response advisory services (annually) Discounted rate for extended cyber services such as risk analysis, audits, and IR program components
Access to HCM Defender security support and advisory services at member pricing.

2. Non-Disclosure & Confidentiality Agreement

By entering into this Agreement and using the Services, the Members and HCM Defender wish to improve each Member’s cybersecurity posture through community sharing of related cybersecurity information, events, activities, tools, partners, methodologies and practices (the “Permitted Purpose”). Each Member acknowledges and agrees that this may include sharing information related to threats, incidents or breaches and other competitively sensitive information of Members.

To facilitate the free exchange of such information in connection with the Permitted Purpose, and for other good and valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, each Member agrees to the following as a party disclosing information through the Services (in which instance, it is a “Discloser”) or receiving information through the Services (when it would be a “Recipient”):

“Confidential Information” means all information and materials disclosed by the Discloser hereunder that should reasonably be understood by the Recipient, because of legends or other markings, the circumstances of disclosure or the nature of the information itself, to be proprietary and confidential to the Discloser, an affiliate of the Discloser or a third party, and includes, without limitation, information relating to the Discloser’s business, including without limitation, current and future product projects and enhancements, research means and results, actual and intended, business plans, financial information, customer and prospect lists and information, personnel information and contract information, properties, methods of operation, software (including, without limitation, source code, specifications, data, works in process, alpha and beta versions, design documents and documentation), trade secrets, inventions, discoveries, know-how and other intellectual property. “Confidential Information” also includes information that was disclosed by Discloser to Recipient prior to the date hereof as well as information currently provided and to be provided during the term of this Agreement as set forth in Section 10. Confidential Information may be disclosed in written or other tangible form (including digital data on magnetic or optical media) or by electronic, oral, visual, or other
Recipient shall only use and disclose a Discloser’s Confidential Information for the Permitted Purpose. Recipient shall take reasonable security precautions, using at least the same degree of care used to protect its own important confidential or proprietary information, but in any case, using no less than a reasonable degree of care, to keep the Confidential Information confidential. Recipient may disclose Discloser’s Confidential Information only to its employees and independent contractors, and its affiliates’ employees and independent contractors, who have a need to know such information to fulfill the Purpose, and who are bound to protect the received Confidential Information from unauthorized use and disclosure under the terms of a written agreement containing confidentiality provisions at least as restrictive as those set forth herein. Confidential Information shall not otherwise be disclosed to any person without the prior written consent of the
The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that Recipient can prove: (a) was publicly known at the time of Discloser’s communication thereof to Recipient; (b) becomes publicly known through no fault of Recipient subsequent to the time of Discloser’s communication thereof to Recipient; (c) was in Recipient’s possession free of any obligation of confidence at the time of Discloser’s communication thereof to Recipient; (d) is developed by Recipient independently of and without reference to any of Discloser’s Confidential Information or other information that Discloser disclosed in confidence to any third party; (e) is rightfully obtained by Recipient from third parties authorized to make such disclosure without restriction; or (f) is identified by Discloser in writing as no longer proprietary or confidential.
In the event Recipient is required by law, regulation, or court order to disclose any of Discloser’s Confidential Information, Recipient will promptly notify Discloser in writing prior to making any such disclosure in order to facilitate Discloser seeking a protective order or other appropriate remedy from the proper authority. Recipient agrees to cooperate with Discloser in seeking such order or other remedy. Recipient further agrees that if Discloser is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.
Recipient shall notify Discloser immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any breach of this Agreement by Recipient, and will cooperate with Discloser in every reasonable way to assist Discloser in regaining possession of the Confidential Information and preventing its further unauthorized use.
Discloser shall not have any liability or responsibility for errors or omissions in, or any decisions made by Recipient in reliance on, any Confidential Information. Recipient agrees that it shall adhere to all U.S. Export Administration laws and regulations and shall not export or re-export any technical data or products received from the Discloser or the direct product of such technical data to any proscribed country listed in the U.S. Export Administration Regulations unless properly authorized by both the Discloser and the U.S.
This Agreement shall be in force as long as the organization is a member of HCM Defender regardless of subscribed level. Please note that the obligations in this Agreement to prevent unauthorized use or disclosure Confidential Information and to ensure reasonable security precautions protecting Confidential Information shall survive the expiration of Membership or termination of this Agreement for as long as the Discloser deems necessary and reasonable.
The Parties acknowledge that the Confidential Information is unique and valuable, and that disclosure in breach of this Agreement will result in irreparable injury to Discloser for which monetary damages alone would not be an adequate remedy. Therefore, the Parties agree that in the event of a material breach or threatened breach of confidentiality, the Discloser shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary Notwithstanding the foregoing or anything else to the contrary herein, each Member is solely responsible for ensuring its compliance with this Agreement and enforcing against potential violations of this Agreement with respect to its Confidential Information.
No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege
This Agreement: (a) is the complete agreement of the Parties concerning the subject matter hereof and supersedes and terminates any prior such agreements with such subject matter; (b) may not be amended or in any manner modified except by an instrument signed by authorized representatives of both Parties; and (c) shall be governed and construed in accordance with the laws of the United States of America primarily, and of the State of Oklahoma secondarily, without regard to choice of law provisions.
If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible, and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein.

3. Intellectual Property

As between Members and HCM Defender, any documents, processes, methods, tools, or other related materials owned by HCM Defender or its suppliers (collectively, the “Company Materials”) and shared with the Member Companies via the Website or other means is considered the intellectual property of HCM Defender. Company Materials including files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork or creative work, notebooks, and similar items made available through the Services or otherwise relating to the HCM Defender business, all of which remain HCM Defender exclusive property vis-à-vis Members. Provided that, Members are provided a limited right and license to access and use Company Materials for as long as they are a member in good standing, with the scope of company Materials available to each Member dictated by that Member’s level of membership.

Members may be able to post reviews, comments, and other content, as well as submit suggestions, ideas, comments, questions, or other information or material to message boards or other areas of the Services (“Postings”). We do not own the Postings, however, unless we indicate otherwise, you grant HCM Defender, our affiliates, and assigns a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display your Posting throughout the world through the Services. We have the right but not the obligation to monitor and edit or remove any Posting and we take no responsibility and assume no liability for Postings.

By creating and publishing a Posting through the Services, you represent and warrant that: your Posting is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam”; does not utilize a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the Posting; you own or otherwise control all of the rights to the Posting; that the Posting is accurate; the Posting will not cause injury to any person or entity; and that you will indemnify and defend the HCM Defender Entities (as defined below) from and against all claims in any way related to your Posting or use thereof.

Without the limiting the foregoing, you agree that the following Postings are prohibited:

Harassment, whether through language, frequency, or size of messages, is prohibited.
Users shall not send email to any person who does not wish to receive it. Users are explicitly prohibited from sending unsolicited bulk mail messages.
Users are prohibited from excessive cross-posting or multiple-posting messages. Users are prohibited from posting chain letters of any type.
Users are prohibited from posting binary files.
Users are prohibited from canceling or superseding posts other than their own, with the exception of official message board moderators performing their duties. Users are prohibited from forging header information. This includes attempting to circumvent the approval process for posting to a moderated forum.
A user shall not solicit mail for any other address other than that of the subscriber’s HCM Defender account or service, with the intent to harass or collect replies after HCM Defender service has been terminated.

4. AS-IS, No Warranties & Limitation of Liabilities

The information presented on or through the Services is made available solely for general information purposes, should not be relied upon without independent legal counsel, and is subject to change. We may update the content on or offered through the Services from time to time, but we are under no obligation to update such materials. As a Member subscribing to HCM Defender Services, your access to and use of the Services, including any materials, documents, practices, examples and presentations contained therein, are at your own risk.

You understand and agree that the Services and related content are provided to you on an “AS IS” and “AS AVAILABLE” basis without warranty of any kind. . Without limiting the foregoing, to the maximum extent permitted under applicable law, THE HCM DEFENDER ENTITIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE REGARDING THE SERVICES AND ANY RELATED CONTENT. . The HCM Defender Entities make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the website or any of its content; (ii) any business impact, loss of data, or other harm that results from your access to or use of the website or any content therein; and (iii) whether the website or its content will meet your specific requirements or be free from errors or omissions. No advice or information, whether oral or written, obtained from the HCM Defender Entities or through its website, services, documents, or content, will create any warranty or representation not expressly made herein. “HCM Defender Entities” means HCM Defender, LLC, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners, suppliers, operating entity and suppliers and licensors.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HCM DEFENDER ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF THE WESBITE OR ITS CONTENT; OR (ii) ANY CONTENT OBTAINED FROM THE WEBSITE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE HCM DEFENDER ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S.

$100.00) OR THE AMOUNT YOU PAID FOR YOUR HCM DEFENDER MEMBERSHIP, IF ANY, GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE HCM DEFENDER ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

5. Termination and Suspension of Membership and Agreement

Each Member acknowledges and agrees that HCM Defender may: (a) take any action that we deem necessary or appropriate in our sole discretion, including if we believe that an action or omission violates these Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users or could create liability for the HCM Defender; and (b) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and (c) terminate or suspend access to all or part of the Services upon an actual or suspected violation of these Terms of Service.