END USER LICENSE AGREEMENT FOR ACAMS INFORMATION PRODUCTS
You (as defined below) have received this End User License Agreement (this “EULA”) because You already have entered into a mutually agreed form of subscription order (the “Subscription Order”), for avoidance of doubt a Subscription Order may be a sales contract, letter agreement or an invoice with transmittal for one or more information products pertaining to anti-financial crime compliance education offered by Association of Certified Anti-Money Laundering Specialists, LLC(“ACAMS”), as more specifically identified in the Subscription Order. The information products available for subscription consist of one or more of the following: ACAMS membership, ACAMS Web Seminars, moneylaundering.com and acamstoday.org access (hereinafter collectively referred to as the “ACAMS Information Products”). This EULA supplements, and forms a single contract with the Subscription Order by establishing Your rights and obligations with respect to the ACAMS Information Products and all information, databases, software, and/or materials contained therein as well as any accompanying documentation or manuals (collectively, the “Content”). As used in this EULA the terms “You”, “Your” and their variants mean the company, entity or individual who has entered into the Subscription Order and paid the required fees for the ACAMS Information Products and Content. All other capitalized terms used in this EULA (other than those capitalized for grammatical reasons) have the meaning given to them in the Section in which they first appear as indicated by bold type.
IMPORTANT NOTE TO BE READ BEFORE ACCESSING THE ACAMS INFORMATION PRODUCTS AND CONTENT
CAREFULLY READ ALL OF THE TERMS AND CONDITIONS OF THIS EULA. BY CLICKING ON THE “ACCEPT” OR “YES” BUTTON OR BY OTHERWISE ACCESSING ANY OF THE ACAMS INFORMATION PRODUCTS AND CONTENT YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE CONTRACT FORMED BY THIS EULA AND THE SUBSCRIPTION ORDER AND, IF AN INDIVIDUAL USER, REPRESENTING THAT YOU ARE AUTHORIZED TO DO SO BY THE ENTITY THAT ENTERED INTO THE SUBSCRIPTION ORDER AND PAID THE REQUIRED FEES FOR THE ACAMS INFORMATION PRODUCTS AND CONTENT; ANY SUBSEQUENT REFERENCE TO THE WORD “EULA” REFERS TO THAT CONTRACT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS EULA, CLICK THE “DO NOT ACCEPT” OR “NO” BUTTON, STOP THE PROCESS OF ACCESSING THE ACAMS INFORMATION PRODUCTS AND CONTENT IMMEDIATELY AND CONTACT YOUR ACAMS REPRESENTATIVE FOR FURTHER INSTRUCTIONS. THE CONTROLLING VERSION OF THIS EULA SHALL BE EXCLUSIVELY THIS ENGLISH LANGUAGE VERSION REGARDLESS OF ANY OTHER LANGUAGE INTO WHICH IT MAY BE TRANSLATED. ACAMS RESERVES THE RIGHT TO CHANGE THE TERMS AND CONDITIONS OF THIS EULA FROM TIME TO TIME AS IT SEES FIT, AND THE CONTINUED USE OF ANY ACAMS INFORMATION PRODUCTS AND CONTENT WILL SIGNIFY ACCEPTANCE OF ANY CHANGE TO THESE TERMS AND CONDITIONS. ACCESSING ACAMS INFORMATION PRODUCTS AND CONTENT THROUGH THIS WEBSITE OR ANY OTHER ACAMS WEBSITE OR OTHER ELECTRONIC MEANS INDICATES A CLEAR UNDERSTANDING, AGREEMENT TO AND ACCEPTANCE, OF THE FULL SET OF TERMS AND CONDITIONS CONTAINED HEREIN AS UPDATED FROM TIME TO TIME.
1. License Grant
Subject to the terms and conditions of this EULA and the Subscription Order, ACAMS grants to You during the term hereof (described in Paragraph 9) a revocable, non-exclusive, non-assignable, non-transferable, limited license to access and use the ACAMS Information Products and Content for your own internal business purposes. The Content provided under the terms of the Subscription Order and the EULA may be displayed for each Authorized User’s (defined in Paragraph 2) individual use only and not for further distribution, dissemination, or display to third parties or other of Your employees, including other employees who are Authorized Users except through the use of functionality such as an email feature provided for that purpose as part of the ACAMS Information Product You have subscribed to. Notwithstanding the foregoing, you may provide access to Content in batches of no more than ten (10) to your customers, clients or other third parties with whom you have a business relationship, subject to this EULA, including the attribution rules set forth in Paragraph 3. Your Authorized Users may also sign up to have Content emailed to them in full text directly from ACAMS via the preference pages of the ACAMS Information Products. Except as specifically provided herein, You are prohibited from accessing, using, reselling, databasing or duplicating the Content. ACAMS reserves the right to remove any of the Content from the ACAMS Information Products or deactivate any Link at any time in its sole discretion.
2. Certain License Rights Terms Defined
“Authorized Users” means Your employees. Your on-site temporary employees or independent contractors may also be Authorized Users. You acknowledge and agree that You are responsible for use of the ACAMS Information Products by any such temporary employees and independent contractors to the same extent as if they were Your employees. For the avoidance of doubt, “Authorized Users” shall not include customers, clients or other third-parties with whom You have a business relationship; “Document” means the full text of an individual item of the Content available from ACAMS, including the title, publication name, publication date, headline, byline, and publisher copyright notice; “Intranet Website” means Your internal website accessible only to Your employees, onsite temporary employees or independent contractors. No third parties shall have access to the Intranet Website; and “Link” means a URL (or icon, highlighted or colored text, figure or image representing a URL) on which an Authorized User may point and click, or otherwise send a command, to access Documents using the functionality of the ACAMS Information Products.
3. Conditions of License
(a)If, pursuant to the terms of the Subscription Order, the number of Authorized Users is for a specific department only or for anything less than all of Your employees, You shall use commercially reasonable best efforts to restrict access to and use of the ACAMS Information Products to such number of Authorized Users. In that event, at a minimum, You shall not display Content on the home webpage of your organization or the home page of such department (i.e., an initial department webpage that other members of Your organization are likely to access). You will only place the Content on a department webpage that is accessible by the Authorized Users only.
(b)To the extent You suspect or become aware that other unauthorized users or employees are accessing Content or, such access appears to be occurring through audits conducted by ACAMS , then You and ACAMS will jointly agree on corrective action to be taken which may include the following: (i) payment of fees applicable to a greater number of Authorized Users, up to the total number of Your employees, if appropriate; and (ii) You implementing the necessary technology on Your Intranet Website to restrict access to the Authorized Users.
(c)ACAMS reserves the right to make changes in the information included in the Content or in the format of the ACAMS Information Products for any reason.
(d)Documents that are displayed whether internally or externally as permitted under this EULA, must be displayed in their entirety (including any applicable copyright notice) and must contain ACAMS branding and use the following format: “Source: ACAMS MoneyLaundering.com”.
(e)Except as specifically offered by ACAMS , You may not use the Content for display of: (i) one or more Documents in its entirety; (ii) a substantial portion of one or more Documents; or (iii) all or a substantial portion of the daily output of any wire ACAMS Information Products.
(f)If in accordance with Paragraph 6 ACAMS consents and You co-mingle or interlineate Your Content (defined in Paragraph 5) with or within Content, all Content must bear and contain ACAMS branding and all applicable copyright notices.
(g)You are strictly prohibited from displaying Content or any portion of Content retrieved through the ACAMS Information Products on Your public facing website or on any password-protected, members-only portion of Your website that is made accessible to third parties that have a business relationship with You including Your clients or customers.
(h)You agree that all “passwords” are non-transferable and intended for exclusive use by Authorized Users; (ii) the “passwords” shall only be issued to your employees, temporary employees and independent contractors who are Authorized Users; (iii) after the “passwords” are assigned, you agree to notify ACAMS prior to assigning a “password” to a different individual; and (iv) each Authorized User of the ACAMS Information Products will acknowledge in writing or electronically the terms of this EULA and his or her acceptance thereof before such Authorized User’s initial access to any of the ACAMS Information Products is permitted.
(i)You shall bear all expenses arising out of or relating to accessing the Content through use of the ACAMS Information Products, 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 Your in accessing, the ACAMS ACAMS Information Products).
(j)You agree not to reverse engineer, decompile, disassemble or otherwise seek to duplicate the performance characteristics of the ACAMS Information Products or any part thereof. You shall not: (i) use or transfer the ACAMS Information Products or Content except as expressly provide in this EULA; (ii) modify, adapt, translate, reverse assemble or reverse compile the software underlying the ACAMS Information Products; (iii) sublicense, rent, lease or assign the ACAMS Information Products or any part thereof; or (iv) allow any person (other than You or Your Authorized Users) to copy or use the ACAMS Content for any purpose whatsoever.
(k)You agree that, the ACAMS Information Products and Content are of an original and unique character, and that losses caused by a violation or threatened violation of this EULA cannot be adequately compensated by money damages alone. Accordingly, You agree that ACAMS shall be entitled to seek injunctive relief in the event of a violation or threatened violation of this EULA as well as to money damages and such other appropriate relief.
(l)You agree to advise Your employees and agents of the terms and conditions of this EULA and also agree that any violation of this EULA by any such employee or agent shall constitute a violation of this EULA by You.
As between ACAMS and You (and each Authorized User), ACAMS retains exclusively all intellectual property rights (including patents, trademarks and copyrights), proprietary rights (including trade secrets) and moral rights (including, rights of attribution and authorship) throughout the world in and to the ACAMS Information Products and Content and all of their derivative works and improvements (as each of those terms is defined and applied under Title 17 and Title 35 U.S.C., respectively) including, without limitation, all materials that result from ACAMS ’s performance of any ACAMS Information Products. No right, title or interest is granted or otherwise transferred to You or any Authorized Entity except for the license rights expressly granted in this EULA.
5. Payment Terms; Audit
You will have use of the ACAMS Information Products specified in the Subscription Order in exchange for the payment of the fees set forth in the Subscription Order. After the expiration of a Subscription Order, Your continued use of any Content accessed using the ACAMS Information Products will be governed by the Subscription Order and this EULA except for pricing. With regard to pricing, You will be invoiced and will pay for any continued use of the Content accessed using the ACAMS Information Products based on ACAMS’s then current, undiscounted rates for the ACAMS Information Products. During the term of this EULA and for three (3) years after termination or expiration, ACAMS shall have the right to monitor Your usage of the ACAMS Information Products and to audit You to verify that You are using the ACAMS Information Products within the scope of the license granted under Paragraph 1 and in accordance with the conditions of license set forth in Paragraph 3.
6. Your Content and Intranet Website
You may not, via the ACAMS Information Products, store, publish and permit access to and use of materials (e.g., documents, articles, and the like) owned by You or Your third party suppliers other than ACAMS (“Your Content”) by the Authorized Users without first obtaining ACAMS ’s written consent in each instance. If ACAMS consents, You represent and warrant that You own Your Content or otherwise have the right and authority to store, publish and provide access to Your Content by the Authorized Users in the manner permitted by the ACAMS Information Products, including but not limited to, co-mingling and/or interlineations within or with Content. If You utilize a third party to develop or maintain Your Intranet Website, You shall: (i) have such entity or individual agree in writing with You to adhere to the terms and conditions of this EULA and the Subscription Order; or (ii) You shall ensure that such entity or individual adheres to the terms of the EULA and the Subscription Order and You shall indemnify ACAMS for all damages, losses, expenses (including reasonable legal fees) and judgments suffered by ACAMS as a result of any breach of this obligation.
7. Warranty; Disclaimer
ACAMS represents and warrants that it has the right and authority to make the ACAMS Information Products and Content available pursuant to this EULA. The foregoing warranty is expressly conditioned on You providing actual, written notice to ACAMS during normal business hours within ten (10) business days of discovering an alleged breach of this warranty. EXCEPT AS PROVIDED IN THE FIRST SENTENCE OF THIS PARAGRAPH, THE ACAMS INFORMATION PRODUCTS AND CONTENT ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS”, “AS AVAILABLE” BASIS. NEITHER ACAMS NOR ANY THIRD PARTY SUPPLIER OF CONTENT MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF CONTENT, OR THAT THE CONTENT AND ACAMS INFORMATION PRODUCTS WILL BE ERROR-FREE OR AVAILABLE FOR UNINTERRUPTED USE. YOU ACKNOWLEDGE AND AGREE THAT THE CONTENT DOES NOT CONSTITUTE TAX, LEGAL OR BUSINESS ADVICE OR RECOMMENDATIONS. YOU EXPRESSLY AGREE THAT USE OF THE ACAMS INFORMATION PRODUCTS AND ACAMS CONTENT IS AT YOUR SOLE RISK AND THAT ACAMS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS IN, OR RESULTING FROM THE USE OF, THE ACAMS INFORMATION PRODUCTS OR ACAMS CONTENT, ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE ACAMS INFORMATION PRODUCTS OR THE PRODUCTION, DISTRIBUTION OR REDISTRIBUTION OF THE ACAMS INFORMATION PRODUCTS OR ACAMS CONTENT. THE WARRANTIES PROVIDED IN THIS SECTION ARE THE ONLY WARRANTIES PROVIDED BY ACAMS AND EACH THIRD PARTY SUPPLIER OF CONTENT AND ARE SUBJECT TO ANY ADDITIONAL DISCLAIMERS PROVIDED IN THE DOCUMENTATION FOR THE ACAMS INFORMATION PRODUCTS. IN ADDITION, 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 AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.
8. Indemnification and Limitation on Liability.
THE PARTIES AGREE TO DEFEND, INDEMNIFY AND HOLD ONE ANOTHER AND EACH OF THEIR RESPECTIVE SUBSIDIARIES, AFFILIATED AND RELATED ENTITIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, SHAREHOLDERS, EMPLOYEES AND SUPPLIERS (COLLECTIVELY THE “INDEMNIFIED PARTIES”), HARMLESS FROM ANY AND ALL CLAIMS, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE LEGAL FEES, ARISING IN ANY WAY FROM THE INDEMNIFYING PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATION OF APPLICABLE LAW. FURTHERMORE, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD ACAMS AND EACH OF ITS SUBSIDIARY, AFFILIATED AND RELATED ENTITIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, SHAREHOLDERS, EMPLOYEES AND SUPPLIERS HARMLESS FROM YOUR MISUSE OF THE ACAMS INFORMATION PRODUCTS OR CONTENT IN VIOLATION OF THIS EULA.
EXCEPT FOR ANY LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, A VIOLATION OF THE PROVISIONS OF THIS EULA RELATING TO LICENSING AND OWNERSHIP OR FOR DAMAGES IN A FINAL AWARD GRANTED BY A COURT OF COMPETENT JURISDICTION AGAINST A PARTY FOR WHICH SUCH PARTY IS INDEMNIFIED HEREUNDER, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR LOST DATA AND (B) EACH PARTY’S LIABILITY FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS EULA SHALL BE LIMITED (OTHER THAN FOR NON-PAYMENT)TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE LESSER OF (a) FEES ACTUALLY PAID UNDER THE INDIVIDUAL SUBSCRIPTION ORDER OUT OF WHICH THE CLAIM ARISES DURING THE SIX (6) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE ALLEGED CLAIM AND (b) TEN THOUSAND UNITED STATES DOLLARS (US$ 10,000). ALL CLAIMS UNDER THIS EULA MUST BE BROUGHT WITHIN NINETY (90) CALENDAR DAYS OF THE TERMINATION OR EXPIRATION OF THIS EULA OR WITHIN SIX (6) MONTHS OF THE DATE THE EVENT GIVING RISE TO THE ALLEGED CLAIM OCCURS, WHICHEVER OCCURS FIRST. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 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.
9. Term and Termination
This EULA and the license granted hereunder are effective from Your acceptance until the expiration of the initial term specified in the applicable Subscription Order, unless sooner terminated as provided herein. Notwithstanding any language to the contrary contained herein, either party may terminate this EULA and the license upon a breach of this EULA unless the breaching party cures the breach within thirty (30) days of its receipt of written notice form the non-breaching party, provided that ACAMS may terminate this EULA and the license at any time on two (2) days notice or immediately if it deems necessary if You breach any of the confidentiality provisions of this EULA or otherwise violate, or attempt to violate, any applicable intellectual property laws relating to any ACAMS proprietary information. Once You have paid all required fees due as of the termination date , You may terminate this EULA and the license at any time subject to the terms of this Section and any further limitations set forth in the applicable Subscription Order. Upon any such termination or expiration You: (a) shall immediately discontinue all Use of the ACAMS Information Products and Content; (b) immediately return or destroy the Content (as determined by ACAMS ) together with all copies, and certify to such return or destruction in writing.
10. Confidentiality and Privacy
Each party shall preserve the Confidential Information (as defined below) of the other party and shall not, without first obtaining the other party’s written consent, disclose to any person or organization, or use for its own benefit, any such Confidential Information, both during the term of this Agreement and thereafter. If Confidential Information is required to be disclosed by law, regulations or court order by either party, such disclosure shall be permitted to the extent legally required provided that the non-disclosing party has been given reasonable prior notice to enable it to seek a protective order or confidential treatment prior to such disclosure. For purposes of this EULA, “Confidential Information” shall mean 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, descriptions, know-how, show-how, software (including source code, object code, models and algorithms), ideas, concepts, marketing plans, benchmarking, financial projections, trade secrets, procedures and any other information that may be non-public, confidential or proprietary in nature or of significant commercial value. Confidential Information may be disclosed in writing, electronically, orally, by visual presentation, demonstration or by other means. 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 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, 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.
This EULA shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. All claims or actions arising hereunder shall be brought in the appropriate state or federal court located in New York County, State of New York and You consent to personal jurisdiction and venue in New York County, New York. This EULA is the entire agreement of the parties with respect to Your possession and use of the ACAMS Information Products and Content. If any provision of this EULA is held unenforceable the enforceability of the remaining provisions shall not be affected. Section headings are used for convenience of reference only. In no event shall this EULA be governed by the United Nations Convention on Contracts for the International Sale of Goods. To the maximum extent permitted by the governing law, no Subscription Order or transactions called for herein shall be governed or affected by any version of the Uniform Computer Information Transactions Act enacted in any jurisdiction.