The following Service Terms apply to the Services set forth in the Order Form to which these Service Terms are attached. Capitalized Terms shall have the meaning set forth herein.
- “ACAMS Content” means certain online ACAMS proprietary information, data and or materials made available by ACAMS, together with any webinars, manuals, documentation, materials, as well as concepts, procedures, tools created by ACAMS.
- “ACAMS Membership” means Authorized Users will be entitled to individual ACAMS memberships, which, subject to the discretion of ACAMS, will allow for continuing education and other materials.
- “Additional Preparation Course” means virtual or in person seminar(s) to help prepare an individual for the Certification exam(s).
- “Authorized User” means any employee of Client that has been registered by Client and authorized to access the respective ACAMS Content by ACAMS and for whom Client has issued a single username and password. Each Authorized User shall be issued a separate username and password which shall be used only by such Authorized User. A non-human device capable of accessing the ACAMS Content or the hosted services is counted as an Authorized User. Each Authorized User shall be subject to intellectual property protection and confidentiality obligations at least as stringent as those set forth herein.
- “Certificates” various financial industry matters training made available through ACAMS.
- “Certification” means the designation that comes with successful passing of an ACAMS certification exam along with the requirements to be certified as set forth in each respective handbook. In order to be eligible to sit for a certification exam, an individual must be a member of ACAMS.
- “Client Work Product” means the work product Client creates consisting of insubstantial portions of ACAMS Content which is to be used for Client’s internal training or compliance materials.
- “Confidential Information” means any information of a confidential or proprietary nature which is disclosed to the receiving party by the disclosing party pursuant to this Agreement, including, but not limited to, all technical and non-technical data, engineering information, know-how, software (including source code, object code, models and algorithms), ideas, marketing plans, financial projections, methodologies, Passwords and any other information that may be non-public, confidential or proprietary in nature or of significant commercial value. Confidential Information shall not include any information or data that: (i) is in or becomes part of the public domain by any means other than the receiving party’s breach of its obligations hereunder, or (ii) was known to the receiving party at the time of disclosure by the disclosing party as evidenced by the receiving party’s records, or (iii) is, at any time, disclosed to the receiving party by any third party having the right to disclose the same without any confidentiality obligation, or (iv) is independently developed by the receiving party without use of or reference to any Confidential Information disclosed by the disclosing party pursuant to this Agreement.
- “Fee(s)” means the costs associated for Services as set forth in the specific Order Form.
- “Order Form” means the order form, statement of work, purchase schedule, work order, or other documentation agreed upon by the parties in writing setting forth the Services.
- “Preparation Seminar” means the virtual or in person seminar(s) to help prepare an individual for the Certification exam(s).
- “Restricted Person” means any officer, director, or controlling shareholder of Client is (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) owned, controlled, or acting on behalf of a Restricted Person.
- “Services” means the services that are set forth in an Order Form.
- “Service Terms” means these legal terms and conditions.
- "Term" means the period of time commencing on the Effective Date and continuing until this Agreement expires or is otherwise terminated.
- “User Information” means the proprietary data, materials, passwords or other information assembled or developed by Client or by its Authorized Users on Client’s behalf which are entered into, inputted or otherwise used by or on behalf of Client in conjunction with the Authorized Users’ use of ACAMS Content or which the Authorized Users generate as Client-specific output.
Conditions of Use
- Client shall not to use, copy, reproduce, translate, disassemble, reverse engineer, adapt, rent, lease, lend, license or sublicense, time share, transfer, assign, modify or combine ACAMS Content or any part thereof, with any other materials not provided or authorized by ACAMS. Client agrees to advise all Authorized Users of the terms and conditions of this Agreement and Client also agrees that any violation of this Agreement by any Authorized User shall constitute a violation of this Agreement by Client.
- Client agrees: (i) the User Information shall only be issued to Client’s designated Authorized Users; (ii) after the User Information is assigned to an Authorized Users, Client agrees to notify ACAMS prior to reassigning such access to another individual in place of the individual to whom it was originally assigned; and (iii) Client shall ensure that all Authorized Users shall agree to intellectual property and confidentiality obligations at least as stringent as the terms set forth herein.
- Documents that are displayed, whether internally or externally as permitted under this Agreement, must be displayed in their entirety (including any applicable copyright notice) and must contain ACAMS branding in the format stipulated by ACAMS.
- Upon ACAMS’ request, Client will report the number of Authorized Users. During the Term of the Agreement ACAMS shall have the right to monitor Client’s use of the ACAMS Content and to audit Client to verify that Client is using the ACAMS Content within the scope granted and in accordance with the conditions set forth in this Agreement and corresponding Order Forms. Subject to Client’s reasonable security requirements disclosed to ACAMS, ACAMS, at its own expense, may review (“Audit”) Client’s use of the ACAMS Content for this purpose. To the extent Client suspects or becomes aware that unauthorized users (whether unauthorized employees or third parties) are accessing ACAMS Content or the Audits conducted by ACAMS reveal such unauthorized usage, then Client and ACAMS will jointly agree on corrective action to be taken which shall include at minimum the following: (i) payment of additional fees to compensate ACAMS for the underreported usage, together with reimbursement of the cost of the Audit that discovered the underreported usage; and (ii) Client implementing the necessary technology to restrict access to the Authorized Users.
- Client shall bear all expenses arising out of or relating to accessing the ACAMS Content, including, but not limited to, telephone toll, line installation or other charges and computer hardware or any other equipment. ACAMS is not responsible for the reliability or continued availability of any telephone lines or communications equipment or software (including any software used by ACAMS in furnishing, or by Client in accessing ACAMS Content).
- License Grant. ACAMS grants to Client during the Term hereof a revocable, non-exclusive, non-assignable, non-transferable, limited license for Client’s Authorized Users to access ACAMS Content via the Services for Client’s normal business purposes. Additionally, Client may (i) share portions of ACAMS Content in order to support an employee, that is not an Authorized User, related to anti-money laundering and related investigatory and compliance responsibilities to Client; and (ii) use Client Work Product for Client’s own internal use, provided such Client Work Product does not constitute a competitive or alternative to Services.
- Client acknowledges that ACAMS Content is proprietary to ACAMS and/or ACAMS’ suppliers, and that ACAMS and/or ACAMS’ suppliers, as applicable, retain exclusively all intellectual property rights (including, without limitation, patents, trademarks and copyrights) and proprietary rights (including, without limitation, trade secrets) throughout the world in and to the ACAMS Content and any of its or their derivative works, modifications, enhancements and improvements. Due to the proprietary nature of the ACAMS Content, Client agrees that actual or threatened violation of this Agreement shall result in losses which cannot adequately compensated by money damages alone. Accordingly, Client agrees that ACAMS may be entitled to injunctive relief in addition to any other rights or remedies under applicable law.
Warranty and Disclaimer
- ACAMS represents and warrants that it has the right and authority to make the Services available to Client pursuant to this Agreement and will provide the Services to Client in a professional and workmanlike manner. EXCEPT FOR THE FOREGOING, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ACAMS AND EACH THIRD-PARTY SUPPLIER OF CONTENT DISCLAIMS ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF CONDUCT, TITLE AND PROVIDES THE SERVICES ON AN “AS IS”.
- NOT TAX, LEGAL ADVICE. CLIENT EXPRESSLY AGREES THAT USE OF THE SERVICES INCLUDING ALL ACAMS CONTENT IS AT CLIENT’S SOLE RISK AND THAT ACAMS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS IN, OR RESULTING FROM THE USE THEREOF, OR ANY DECISION MADE OR ACTION TAKEN BY CLIENT IN RELIANCE UPON THE SERVICES.
- Client shall indemnify, defend and hold ACAMS, its directors, officers, employees, suppliers, agents, successors, and assigns harmless from and against all third party liabilities, losses, costs, expenses, (including reasonable attorney’s fees), and damages relating to or arising from or in connection with (i) the unauthorized access or use of ACAMS Content by Client, or any of its Authorized Users, whether or not Client has knowledge of or has authorized such access or use; and (ii) Client’s gross negligence or willful misconduct.
- Client’s obligations to indemnify ACAMS with respect to any third party claim, action or proceeding shall be conditioned upon ACAMS: (i) providing the Client with prompt written notice of such claim, action or proceeding, (ii) permitting the Client to assume and solely control the defense of such claim, action or proceeding and all related settlement negotiations, with counsel chosen by the indemnifying party, and (iii) cooperating at Client’s request and expense with the defense or settlement of such claim, action or proceeding which cooperation shall include providing reasonable assistance and information. Client may not settle, compromise, or otherwise enter into any agreement binding ACAMS, or file any pleading on behalf of ACAMS, without first obtaining the prior written consent of an authorized officer of ACAMS. Nothing herein shall restrict the right of ACAMS to participate in a claim, action or proceeding through its own counsel and at its own expense.
Limitation of Liability
In no event shall ACAMS be liable for any indirect, incidental, consequential, reliance or punitive damages or lost or imputed profits or lost data. ACAMS' liability for any and all claims arising in connection with this Agreement shall be limited to direct damages in an amount not to exceed the fees actually paid by Client during the prior twelve (12) months under this Agreement out of which the claim arises. The limitations and exclusions set forth in this paragraph apply to all claims or causes of action on whatever basis and under whatever theory brought and irrespective of whether ACAMS has been advised of the possibility of such claim.
Term and Termination
The term of this Agreement will commence on the Effective Date and continue until the expiration of the corresponding Order Form, unless earlier terminated in accordance with this Agreement. In addition to the termination right set forth in the Order Form, ACAMS may terminate this Agreement in its entirety at any time, with immediate effect upon notice if: (i) Client breaches or attempts to violate Section titled Payment Terms or any applicable intellectual property laws relating to the Services; or (ii) ACAMS continued provision of Services violates applicable or local law or regulation. ACAMS may terminate this Agreement in its entirety at any time with thirty (30) calendar days prior written notice if it becomes commercially unreasonable for ACAMS to provide the Services to Client. Upon any such termination or expiration, ACAMS may immediately discontinue all access to and use of the Services by all Authorized Users.
As used herein, “Disclosing Party” shall mean the party to this Agreement disclosing Confidential Information (as hereinafter defined) to the other party hereto, and “Receiving Party” shall mean the party to this Agreement receiving Confidential Information from the Disclosing Party. During the term of this Agreement, a Receiving Party, its employees and agents, may obtain certain Confidential Information from a Disclosing Party in connection with this Agreement. “Confidential Information” shall mean any and all information, not including customer information, data, know-how, whether written or oral, technical or not-technical, as well as tangible materials, including without limitation samples, models, drawings or diagrams disclosed to a Receiving Party by or on behalf of the Disclosing Party, obtained by a Receiving Party or developed by either party in connection with this Agreement. ACAMS Content is ACAMS Confidential Information. The Receiving agrees to (i) use the Confidential Information only in connection with its performance of this Agreement; (ii) treat the Confidential Information as it would its own proprietary and confidential information; (iii) disclose the Confidential Information only to employees or agents of the Receiving Party who agree to be bound by these confidentiality obligations and who need to know such Confidential Information because they are directly involved in the performance of this Agreement, and (iv) to take all reasonable precautions to prevent the disclosure of the Confidential Information to any third party without the prior written consent of the Disclosing Party, except that the Receiving Party may disclose such Confidential Information to its legal counsel for the purpose of obtaining legal advice.
Sections titled “Conditions of Use”, “Ownership/Intellectual Property”, “Warranty Disclaimer”, “Indemnification”, “Limitation of Liability”, “Confidentiality” and “Miscellaneous” shall survive the expiration or termination of this Agreement. This Agreement shall be governed by the laws of the State of Illinois without regard to its principles of conflicts of law where such principles would permit the application of the law of any other jurisdiction. Each party expressly consents to the jurisdiction of the state and federal courts of the State of Illinois located in Cook County to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum. Client may not assign or transfer this Agreement in whole or in part to any third party. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Agreement shall remain in full force and effect. ACAMS and Client are not partnering or in a joint venture; neither party is the agent, representative nor employee of the other party; and nothing in this Agreement will be construed to create any relationship between them other than an independent contractor relationship.
Client hereby warrants that Client is not a Restricted Person. If Client becomes a Restricted Person during the term of this Agreement, Client shall notify ACAMS within twenty-four (24) hours, and ACAMS shall have the right to terminate any further obligations to Client, effective immediately and with no further liability to Client, but without prejudice to Client’s outstanding obligations to ACAMS. Client agrees that Client shall not utilize the Services to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government.
Each party acknowledges and agrees that this Agreement is the complete statement of the agreement between the parties, and that this Agreement supersedes all prior proposals, understandings and arrangements, oral or written, between the parties relating to this Agreement. The Exhibits and Order Form(s) to this Agreement are incorporated into and deemed part of this Agreement and all references to this Agreement shall refer to the Agreement as a whole.