Join the FS-ISAC - Online Registration - FS-ISAC : Financial Services Information Sharing and Analysis Center

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Join the FS-ISAC:
Online Registration Process - Basic Member Subscriber Agreement
Eligible organizations wishing to register online for membership in the FS-ISAC must read and accept the following Basic Member Subscriber Agreement:
Financial Services Information Sharing and Analysis Center

BASIC MEMBER SUBSCRIBER AGREEMENT (revised October 28, 2009)

By signing this agreement or clicking the acceptance button that appears at the end of this Subscriber Agreement ("Agreement"), thereby effectively signing this Agreement, you ("Subscriber"), agree to become a Subscriber to, and to participate in, the Financial Services Information Sharing and Analysis Center ("FS-ISAC").  Subscribership in FS-ISAC is contingent upon approval by FS-ISAC, Inc., and potential subsequent reviews and approval determinations by FS-ISAC and payment of applicable fees.  By executing this Agreement, Subscriber agrees to the terms and conditions of this Agreement and the Member And Participant Operating Rules (the "Rules") of the FS-ISAC, Inc., which are incorporated into this Agreement by this reference. 

1.  Background.  FS-ISAC is a system of information exchange among entities in the financial services sector for the purposes of providing participants/members with timely, accurate, and actionable warnings of physical, operational, and cyber threats or attacks on the national financial services infrastructure and for collecting and providing information on potential vulnerabilities in the national financial services infrastructure.  FS-ISAC is managed by FS-ISAC, Inc.  FS-ISAC is operated by a third party operator ("Operator") pursuant to a service level agreement (SLA) with FS-ISAC, Inc.  FS-ISAC, Inc. is authorized to amend, terminate, renew, or enter into a new SLA at any time. 

2.  Subscribership.  (a)  The FS-ISAC subscriber application process attempts to verify the accuracy and legitimacy of all applicant companies and company representatives requesting access to the FS-ISAC.  Security of the FS-ISAC is a paramount concern and information and vetting resources ranging from industry to government will be used when necessary.  In order to become a Subscriber of FS-ISAC, an entity must:

(i)  Be (1) a bank insured by the Federal Deposit Insurance Corporation; (2) a specialized United States or state licensed banking company; (3) a credit union insured by the National Credit Union Share Insurance Fund; or (8) a deposit taking entity determined by the Board of Directors of FS-ISAC, Inc. as eligible for participation;
(ii) Have total assets on the balance sheet for the entire organization of $1 Billion dollars OR LESS as of the application date;
(iii)  Agree to be contacted by the FS-ISAC for the purpose of verifying (1) the existence of the company, (2) accuracy of address and physical location, (3) verification that the applying individual is a valid employee of the applicant company with authority to bind the Subscriber, (4) verify that the applicant company is a member in good standing of a recognized industry trade association or duly licensed or registered with the applicable regulatory body;
(iv)  Agree to have the FS-ISAC use any means at its disposal to verify the legitimacy of the applicant company and the named applicant company representative;
(v)  Agree to immediately, but in no event more than five days after the occurrence, notify the FS-ISAC, Inc. if Subscriber's eligibility status changes;
(vi)  Agree to the terms and conditions of this Agreement and the FS-ISAC, Inc. Operating Rules by signing, or clicking the acceptance button at the end of this, Agreement; and
(vii)  Be approved by FS-ISAC, Inc.

(b)  Each Subscriber will receive login IDs as determined by FS-ISAC based upon membership level.  The membership level will establish the number and type of certification for each subscriber.  Additional login IDs may be provided by the FS-ISAC for a fee to be determined by the FS-ISAC.

3.  Term and Termination.  (a)  This Agreement is effective from the date of acceptance of this Agreement by FS-ISAC, Inc. and shall continue indefinitely.  Notwithstanding anything to the contrary contained herein, Subscriber may terminate this Agreement without cause at any time.  In addition, this Agreement shall terminate automatically (i) if Subscriber is no longer a Subscriber in good standing of the FS-ISAC; (ii) if Subscriber no longer satisfies all of the criteria for admission or Subscriber ship to the FS-ISAC; (iii) if the operation of FS-ISAC is terminated; or (iv) the FS-ISAC Board of Directors votes by two-thirds majority to terminate the Subscriber, the Subscriber Program, or existing Subscriber Agreements.  Neither FS-ISAC Inc. nor its employees, agents, contractors, subcontractors, information providers, or other FS-ISAC Subscribers shall be liable to Subscriber for any costs, expenses or damages whatsoever for terminating this Agreement based on (i) through (iv) above. 

(b) Applicant subscribes at the following level:
Basic Member with annual dues as follow:
	___ One subscriber access for $250
	___ Two subscriber access for $500
	___ Three subscriber access for $750
    	
4.  Use of Information  (a)  Subscriber understands and agrees that FS-ISAC, Inc., as required by law pursuant to subpoena or other appropriate order, has plenary authority to provide any information from FS-ISAC to the requesting law enforcement or government authority, including information provided by the Subscriber.  To the extent allowed by law, FS-ISAC will use its best efforts to provide Subscriber with advanced notice of such disclosure to allow Subscriber to seek an appropriate protective order or other relief to prohibit or limit such disclosure.

(b)  Notwithstanding anything to the contrary herein, Subscriber hereby grants to the FS-ISAC, Inc. a non-exclusive, non-assignable, non-transferable, royalty-free, worldwide, license to use information provided by Subscriber concerning potential vulnerabilities to the national financial infrastructure ("Subscriber Information").  FS-ISAC shall not identify Subscriber as the source of Subscriber Information except as provided in this Section 4.  Nothing contained herein shall be deemed as granting any other license (whether express or implied), right, title or interest in and to any other information provided by Subscriber.  Such license shall include (i) a right for FS-ISAC, Inc. to sublicense its right to use Subscriber Information and to disseminate such information to the Operator and other Subscribers and recipients authorized by the Board of Directors of FS-ISAC, subject to and solely in accordance with the terms and conditions set forth in the applicable Subscriber Agreement(s), the Rules and the SLA and not for further transfer or dissemination, (ii) the right for the Operator of the FS-ISAC to use such information in accordance with its SLA; and (iii) such other sublicense rights as determined by FS-ISAC, Inc.; provided, however, that the Operator and FS-ISAC, Inc., Operator and/or other Subscribers shall be prohibited from using Subscriber information in a manner which (a) attributes it to the Subscriber (unless expressly permitted by the Subscriber which must be manifested by use of attributable methods of submission of information).  Use, by the Operator or other Subscribers of FS-ISAC, of any Subscriber Information, other than as expressly permitted in the Rules, the SLA, or herein, must be approved by the FS-ISAC, Inc. and Subscriber prior to any such use. 

(c)  Notwithstanding anything to the contrary herein, FS-ISAC, Inc. hereby grants to Subscriber a non-exclusive, non-assignable, non-transferable, royalty-free, worldwide, perpetual license to use the FS-ISAC information distributed to Subscriber through this Agreement solely for Subscriber's own use in a manner consistent with this Agreement and the Rules and not for further transfer or dissemination. 

5.  Representations and Warranties.  (a)  Subscriber represents, warrants and covenants that it is duly organized and existing and in good standing under the laws of the State of its incorporation, if a corporation, or formation otherwise.  The FS-ISAC, Inc. represents, warrants and covenants that it is a duly formed corporation and existing in good standing under the laws of the State of Delaware. 

(b)  Subscriber understands that FS-ISAC will have periodic downtimes, although FS-ISAC, Inc. will use best efforts to minimize downtimes and their duration.  FS-ISAC, Inc. makes no warranty that it will always accomplish this goal and FS-ISAC services are offered: 
WITHOUT WARRANTY, EXPRESS OR IMPLIED, AS TO ITS ACCURACY, COMPLETENESS, MERCHANTIBILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY OTHER MATTER, OR AS TO THE AVAILABILITY, ACCURACY, OR CONTENT OF INFORMATION, PRODUCTS, OR SERVICES.
All information provided by FS-ISAC is provided "as is".  There is no warranty, express or implied, that any information accessible on or through FS-ISAC will fulfill any of Subscriber's particular purposes or needs.  All information accessible on or through FS-ISAC is provided with all faults, and the entire risk as to satisfactory quality, performance, accuracy and effort is with the user.

6.  Indemnification.  (a)  Subscriber shall be liable for and shall defend at its own expense and, indemnify and hold harmless the FS-ISAC, Inc. and the other Subscribers of FS-ISAC, and its and their respective directors, officers, Subscribers, shareholders, employees, consultants and agents, parent and affiliated entities, from and against any third party claims, liabilities, losses, fines, penalties, charges, judgments, damages or expenses (including reasonable attorneys' fees, expenses and disbursements, consultants' and witness' fees) arising from Subscriber accessing, using or distributing information on FS-ISAC in violation of this Agreement.  This includes claims by third parties pertaining to the actual or alleged infringement of any intellectual property right of Subscriber, including without limitation, patents, copyrights, trademarks, service marks, misappropriation of trade secrets or any similar proprietary rights.

(b)  FS-ISAC, Inc. shall be liable for and shall defend at its own expense and indemnify and hold harmless Subscriber and its directors, officers, shareholders, employees, consultants and agents, parent and affiliated entities, from and against any third party claims, liabilities, losses, fines, penalties, charges, judgments, damages or expenses (including reasonable attorneys' fees, expenses and disbursements, consultants' and witness' fees) arising from FS-ISAC, Inc. accessing, using or distributing information on FS-ISAC.  This includes claims by third parties pertaining to the actual or alleged infringement of any intellectual property right of FS-ISAC or other Subscribers, including without limitation, patents, copyrights, trademarks, service marks, misappropriation of trade secrets or any similar proprietary rights.

(c)  In the event of any claim or suit relating to any matter for which one party has agreed to provide indemnification under this Agreement, the indemnified party shall promptly provide notice of such claim or suit to the indemnifying party.  The indemnifying party shall then have the sole right to control the conduct of the claim or suit and the indemnified party shall reasonably cooperate in the conduct of such claim or suit at the expense of the indemnifying party.  In no event, however, may there be a settlement of any such claim or suit without the written consent of the indemnified party, which consent shall not be unreasonably conditioned, delayed or withheld. 

7.  Limitation of Liability.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR TO ANY SUBSCRIBER FOR INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) ARISING FROM ACTS UNDER THIS AGREEMENT EVEN IF SUCH PARTY OR SUBSCRIBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF EITHER PARTY'S OR ANY SUBSCRIBER'S LIABILITY SHALL APPLY WITH RESPECT TO ANY CLAIMS BASED ON SUCH PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

8.  Confidentiality.  Subscriber agrees that Subscriber will hold in strict confidence, and will not use or disclose to any third party, other than on a confidential basis to Subscriber's employees, consultants, agents and representatives with a need to know such information to effectuate the parties' mutual intent hereunder, any confidential or proprietary data or information obtained from FS-ISAC, or to which Subscriber has access, including with respect to FS-ISAC's business or financial condition or otherwise (collectively, the "Confidential Information").  Information generally known in the industry or otherwise publicly available at the time of disclosure, information that a party can demonstrate was lawfully in its possession prior to the date of disclosure by FS-ISAC, information which has been disclosed by third parties which have a right to do so, or information developed independently by Subscriber without reference to the Confidential Information, shall not be deemed Confidential Information for purposes of this Section 8.  The Subscriber's obligations pursuant to this Section 8 shall survive the termination of this Agreement for any reason.
	FS-ISAC agrees that FS-ISAC will hold in strict confidence, and will not use or disclose to any third party, other than on a confidential basis to FS-ISAC's employees, consultants, agents and representatives with a need to know such information to effectuate the parties' mutual intent hereunder, any confidential or proprietary data or information obtained from Subscriber, or to which FS-ISAC has access, including with respect to Subscriber's business or financial condition or otherwise except as provided in Section 4.  Information generally known in the industry or otherwise publicly available at the time of disclosure, information that a party can demonstrate was lawfully in its possession prior to the date of disclosure by Subscriber, or information which has been disclosed by third parties which have a right to do so shall not be deemed confidential or proprietary information for purposes of this Section 8.  FS-ISAC's  obligations pursuant to this Section 8 shall survive the termination of this Agreement for any reason.
	
9.  Press Releases And Marketing.  FS-ISAC, Inc. may only issue a press release or publish other marketing materials that identify Subscriber upon receiving Subscriber's written consent, such consent to be granted in Subscriber's sole discretion.  By checking the 'Yes' box on the electronic Exhibit A for Press Releases and Marketing Information, the Subscriber hereby grants FS-ISAC the consent of Subscriber to identify the Subscriber in FS-ISAC press releases and marketing materials.  Subscriber may only issue press releases related to the FS-ISAC upon receiving FS-ISAC, Inc.'s consent, such consent to be granted in FS-ISAC, Inc.'s sole discretion; provided, however, Subscriber may issue a press release to announce its Subscribership in the FS-ISAC without the written consent of FS-ISAC, Inc. 

10.  Force Majeure.  Neither party shall be held financially or otherwise responsible for any delay or failure in performance under this Agreement, which is caused by the unavailability of third-party communications facilities, fires, strikes, embargoes, government requirements, civil or military authorities, acts of God, acts by terrorists or terrorist organizations or by the public enemy or other similar causes beyond the reasonable control and without the fault or negligence of such party.

11.  Assignment.  Neither party may assign this Agreement, or its rights and obligations hereunder, without the prior written consent of the other party except that Subscriber may assign this Agreement to a parent, subsidiary or affiliate upon notice to FS-ISAC.  This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns.  

12.  Rights and Remedies.  Except as otherwise provided by this Agreement, each party reserves the right to pursue all remedies legally available to it by reason of the other party's breach of its obligations hereunder.  All rights and remedies hereunder are cumulative and in addition to and not exclusive of any other rights and remedies provided by law. 

13.  Notice.  Any notice required or permitted to be given under this Agreement shall be given in writing and shall be hand delivered, telecopied (provided that another method set forth in this Section 13 is also used), sent by e-mail, sent by certified or registered mail or sent by overnight courier service to Subscriber as set forth on the Subscribership Application on the form set forth in Exhibit A, or at such address or e-mail address as it may have specified in writing to the FS-ISAC, Inc., and to FS-ISAC, Inc. at such location as FS-ISAC, Inc. shall have specified in writing to Subscriber as its principal office.  A copy of any notice sent to the FS-ISAC, Inc. shall likewise be sent to the then-current Chairperson of FS-ISAC, Inc. at the address set forth on the FS-ISAC website.  Notwithstanding the foregoing, Subscriber shall be entitled to send and receive notices in respect of their use of the FS-ISAC in accordance with this Agreement.

14.  Governing Law; Interpretation.  This Agreement will be interpreted and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflict of law or choice of laws.  This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement.  The headings of the Sections contained in this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 

15.  Severabililty.  If any provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to amend this Agreement to preserve its intention.  If the parties fail to agree on such an amendment, such invalid provision will be enforced to the maximum extent permitted by law or, if not enforceable, will be severed from the remaining terms, conditions and provisions, which will remain in full force and effect.

16.  Waiver.  No waiver of any of the provisions of this Agreement by Subscriber shall be binding unless made in writing and signed by the party against whom the waiver is sought.  No failure on the part of either party to exercise, or delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy by such party preclude any other or further exercise thereof or the exercise of any other right or remedy.  A waiver on one occasion shall not constitute a waiver on any further occasion.

17.  FS-ISAC, Inc. Amendment Authority.  Subscriber agrees that FS-ISAC, Inc. is authorized to amend this Agreement subject however to the following provisions and further provided that such Amendment does not impose any material obligations upon Subscriber.  Subscriber will be given notice in accordance with Section 13 of this Agreement of any changes to this Agreement.  In the event that Subscriber objects to any amendment to this Agreement, Subscriber's sole remedy shall be to terminate this Agreement within 10 business days after the earlier to occur of Subscriber's being advised of the amendment   Premier and above members will receive a pro rata refund of any fee paid by Subscriber to FS-ISAC that applies to the period after termination for amendments to this Agreement found to be unacceptable to Subscriber.

18.  Entire Agreement.  The provisions of this Agreement and all Exhibits and Schedules hereto, including all documents incorporated herein by reference, constitute the entire agreement between the parties and supersede all prior agreements and understandings relating to the subject matter hereof. 
 
19.  Survival.  The provisions of Sections 4, 5, 6, 7, 8, 12, 14, and 19 shall survive the expiration or earlier termination of this Agreement or any portion thereof.

20.  Counterparts.  This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document.  All counterparts shall be construed together and shall constitute one instrument.

21.  Further Assurances.  Each of the parties to this Agreement covenants to execute upon request of the other party any further documents that the requesting party reasonably deems necessary to effectuate the terms, conditions or intent of this Agreement.
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