THIS SERVICE AND REMOTE SOFTWARE LICENSE AGREEMENT (“Agreement”) is entered into on the date you start using this service and is by and between the ANTI-MONEY LAUNDERING AND FINANCIAL CRIMES INSTITUTE LLC (“AMLFC Institute”) a State of Florida registered Limited Liability Company and you the user, as well as any corporation you represent (“Client”); each individually a “Party” and together “Parties”.
WHEREAS, AMLFC Institute owns proprietary content and has the authority to license a remote access software application for the purpose of conducting education programs and disseminate information on the topics of anti-money laundering, countering the financing of terrorism & financial crimes prevention and the Client wish to license the AMLFC Institute content and software under the terms and conditions set forth in this Agreement,
NOW THEREFORE, in consideration of the forgoing recitals, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, and intending to be bound, the Parties hereby agree as follows:
- “AMLFC Institute Software” means the most recent, generally available version and release of the AMLFC Institute application for the purpose of teaching on the topics of anti-money laundering, countering the financing of terrorism & financial crimes prevention and any user guides and any other documentation, homework, quiz and assessment.
- “Content” means all text, images, likenesses, audio, video or other perceptible materials, in any form or format, used or useful in the creation of digital content, digital pages, or templates for the foregoing.
- “Service” or “Services” means the services described in this Agreement. The Services shall include providing the Client, via the Internet, access to and use of the AMLFC Institute Software and Content hosted on a AMLFC Institute server either paid for, on trial or on a fee basis.
- LICENSE AND SERVICES
- AMLFC Institute grants to the Client a non-exclusive license to use the Services as set forth in this Agreement.
- AMLFC Institute agrees to provide the Services in accordance with this Agreement. AMLFC Institute agrees that it shall (a) make the Services available twenty-four hours a day, seven days per week, except for regularly scheduled downtime of which the Client have advance written notice; and (b) to take all commercially reasonable precautions to prevent security breaches, denial-of-service attacks, and virus infection on its servers from access, use or interruption by unauthorized persons. AMLFC Institute shall provide the Services in accordance with all applicable local, state, national and international laws and regulations. AMLFC Institute shall promptly correct any failures of the Services to operate correctly and in accordance with the Documentation which are reported to AMLFC Institute by the Client.
- AMLFC Institute warrants and represents that the AMLFC Institute Software allows the Client to access content related to the topics of anti-money laundering, countering the financing of terrorism & financial crimes prevention from the most recent version of a web browser able to read a HTML file accessed via the internet on an end user’s computer, a smart phone or a tablet. The access to Content depends on the fee paid to the AMLFC Institute and a series of criteria described on the website of the AMLFC Institute. Clients shall enroll as “Members”. Membership is segmented in various categories of members. Each category includes a specific set of privilege describe on the website. Students which meets admission criteria may enroll to specific courses or programs including but not limited to Professional Certificate, Bachelor’s Minor or Major, Master or Doctorate; Students completing with success any educational program may register as a Certified Professional Member; Selected teachers may enroll to the Teacher Induction Programs or as Teacher Members; Invited advisors to the AMLFC Institute may enroll as Advisors; Universities with MOU with the AMLFC Institute may enroll as Partner University. Other type of memberships may be created as needed by the AMLFC Institute. Membership does NOT grant any type of ownership and does NOT grant any voting power to the AMLFC Institute Annual Meeting.
- AMLFC Institute shall provide a Help page providing instructions pertaining to operating the Services. Upon request, additional support may be provided on a first come, first served basis.
- LICENSE FEES FOR THE SERVICE AND AMLFC INSTITUTE SOFTWARE
- Upon signing up the Client agrees to pay the AMLFC Institute dues in advance and in accordance with service (membership) plan selected. Some fees are due per semester, trimester or yearly. Additional dues may be required yearly to maintain service and membership active. Fee may vary according to subsequent modifications of membership level consequent to an upgrade or downgrade of Services. The fee recurs on anniversary of initial Sign-up date and is billed in accordance to duration and rate of active membership plan selected by Client. When a plan is abandoned, canceled or downgraded during a billing cycle, the fee is NONE refundable. In the case of an upgrade, Client is charged a prorated fee adjusted to number of days under previous Plan plus the remaining period at current Plan fee. Client authorizes AMLFC Institute to debit Client credit or debit card at prescribe frequency on the Sign-up anniversary date of this agreement for upcoming Services fee. If Client pays fee by check or wire transfer AMLFC Institute activates Client account only upon AMLFC Institute banking institution confirms the payment. The selected Plan fee includes all licenses and services fee, and the right to receive all updates and enhancements to the AMLFC Institute Software and Content free of charge for the duration of this Agreement.
- The selected Plan fee allows for one user only per credential (user name and password). Credential cannot not be shared or used by any other person than the individual named on the registration form.
- INTELLECTUAL PROPERTY RIGHTS
- As between the Client and AMLFC Institute, the Client Content shall be and remain the sole and exclusive property of the Client, including, without limitation, all worldwide copyrights, trademarks, patents, trade secrets, and any other proprietary rights. Nothing in this Agreement shall be construed to grant AMLFC Institute any ownership right in, or license to, the Client Content, except as solely for use in connection with Services and solely for the Client.
- Subject to the Client’ ownership of Client Content, all materials, including, but not limited to, any course content printed or digital, any website content, any video or audio file, any graphic or file, any computer software (in object code and source code form), script, programming code, data or information provided by AMLFC Institute or its suppliers under this Agreement, and any trade secrets, know-how, methodologies and processes related to AMLFC Institute’s products or services, shall remain the sole and exclusive property of AMLFC Institute or its suppliers, including without limitation, all copyrights, trademarks, patents, database rights, trade secrets, and any other proprietary rights inherent therein and appurtenant to (collectively “AMLFC Institute Materials”). To the extent, if any, that ownership of AMLFC Institute Materials does not automatically vest in AMLFC Institute by virtue of this Agreement or otherwise, Client hereby transfers and assigns to AMLFC Institute all rights, title and interest which Client may have in and to AMLFC Institute Materials. The Client acknowledge and agree that AMLFC Institute is in the business of providing information and education programs on the topics of anti-money laundering, countering the financing of terrorism & financial crimes prevention and that AMLFC Institute shall have the right to provide third parties services which are the same or similar to the services provided to the Client, and to use or otherwise exploit any AMLFC Institute Materials in providing such services.
- Client is prohibited from providing access to AMLFC Institute Software and Content to any third party without written authorization from AMLFC Institute. Client, its’ employees / agents / subcontractors are prohibited from reverse engineering, decompiling, disassembling, or otherwise attempt to derive the source code and any data or information of AMLFC Institute Software and Content; or otherwise use or copy the AMLFC Institute Software and Content. Client shall notify its employees / agents / subcontractors of their obligations with respect to the Intellectual Property Rights of AMLFC Institute and shall require its employees / agents / subcontractors to comply with these obligations. The obligations of Client and its employees shall survive the expiration or termination of this Agreement.
- AMLFC Institute hereby grants to the Client a non-exclusive and limited license solely to make use of AMLFC Institute Content which are incorporated into it’s website or printouts for the exclusive purpose of informing or educating the Client. All other use are prohibited.
- Each Party agrees that during the course of this Agreement, information that is confidential or proprietary may be disclosed to the other Party, including, but not limited to course content, reports, software, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data and customers name (“Confidential Information”). Confidential Information shall not include information that the receiving Party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving Party, (b) was known to the receiving Party as of the time of its disclosure, (c) is independently developed by the receiving Party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing Party. Except as provided for in this Agreement, each Party shall not make any disclosure of the Confidential Information to anyone other than its employees / agents / subcontractors who have a need to know in connection with this Agreement. Each Party shall notify its employees / agents / subcontractors of their confidentiality obligations with respect to the Confidential Information and shall require its employees / agents / subcontractors to comply with these obligations. The confidentiality obligations of each Party and its employees shall survive the expiration or termination of this Agreement.
- AMLFC INSTITUTE REPRESENTATIONS AND WARRANTIES
- AMLFC Institute warrants:(a) That the AMLFC Institute Software do not and will not violate any agreement to which AMLFC Institute is or was a party and shall not violate or infringe any third party intellectual property or other rights;(b) that it shall conduct its business and all activities under this Agreement in compliance with all applicable laws and regulations, and that it shall not violate, infringe or misappropriate the intellectual property or other rights of any third party;(c) that the Services and its fulfillment of its obligations under this Agreement shall be rendered with promptness and diligence and shall be executed in a workmanlike manner, in accordance with high professional standards;(d) that the website shall operate in accordance with its visual and internal programming, and shall be free of programming errors, viruses or other disabling code; and
- AMLFC INSTITUTE DOES NOT WARRANT THAT IT’S CONTENT IS COMPLETE OR FREE OF INACCURACY. AMLFC INSTITUTE COMPILES INFORMATION FROM VARIOUS SOURCES, OCCASIONALLY THE INFORMATION GATHERED CANNOT BE CORROBORATED. DUE TO THE NATURE AND SCOPE OF THE TYPE OF INFORMATION GATHERED, AMLFC INSTITUTE INFORMATION GATHERING EFFORT IS ONGOING. TO MAINTAIN TRANSPARENCY WITH CLIENT AMLFC INSTITUTE REGULARLY PROVIDES UPDATES AND NEWS PERTAINING TO UPDATES. CLIENT IS INVITED TO CONTRIBUTE BY GROWING THE INFORMATION GATHERED OR BY IMPROVING IT’S ACCURACY. CLIENT MAY SUBMIT NEW INFORMATION USING “CONTACT US” PAGE FORM.
- THE FOREGOING WARRANTIES BY AMLFC INSTITUTE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- AMLFC Institute may terminate at any time this Agreement upon notice to Client. Upon such termination AMLFC Institute will refund Client any unused portion of anticipated payment.
- SERVICE LEVEL
- As described above, AMLFC Institute shall make the Services available to the Client on a twenty-four (24) hours per day, seven (7) days per week basis, excluding scheduled downtime (the “Service Level”). If AMLFC Institute fails to meet the Service Level, AMLFC Institute shall (a) investigate on the causes of the problem; (b) minimize the impact of and correct the problem; and (c) take appropriate preventive measures so that the problem does not recur.
- Each Party (“the Indemnifying Party”) hereby agrees to defend, indemnify, save and hold harmless the other Party (“the Indemnified Party”), and its subsidiaries, affiliates, related entities, partners, agents, officers, directors, and each of them, from any and all threatened or actual third party claims, losses, damages, settlements, judgments, liabilities, costs, and expenses (including, but not limited to, the reasonable fees of attorneys, consultants and expert witnesses and all related costs and expenses) incurred by the Indemnified Party arising from (a) any act or omission by the Indemnifying Party or any of its officers, directors, employees, or agents or the conduct of the Indemnifying Party’s business that violates the rights of any third parties; and/or (b) the inaccuracy or breach of any of the covenants, representations and warranties made by the Indemnifying Party in this Agreement.
- Each Party shall give the other prompt written notice of any action, suit, claim or the like and shall cooperate in the defense of such claim. No suit, action or claim to which an indemnification obligation applies may be settled without prior written approval of the other Party. As the Parties intend complete indemnification, the reasonable attorneys’ fees and costs of any proceeding to enforce this Section 10 also shall be reimbursed in full.
- EXCEPT FOR LIABILITY UNDER A CLAIM SUBJECT TO INDEMNIFICATION HEREUNDER, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT TRIGGERING SUCH LIABILITY.
- IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUE, OR LOSS OF GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR NOT, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES.
- AMLFC Institute shall remain responsible for obligations, services and functions performed by its subcontractors to the same extent as if such obligations, services and functions were performed by AMLFC Institute employees and for purposes of this Agreement such work shall be deemed work performed by AMLFC Institute.
- This Agreement shall be construed and interpreted in accordance with the laws of the State of Florida, without reference to its conflicts of law rules. The Parties further agree that the state and federal courts located within the State of Florida shall be the exclusive venue, forum and jurisdiction for the resolution of all disputes between the Parties. Both Parties irrevocably submit to exclusive venue and exclusive personal jurisdiction in the federal and state courts in Florida for any dispute arising under this Agreement and waive all objections to jurisdiction and venue of such courts.
- This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto and their successors and permitted assigns.
- AMLFC Institute may assign this Agreement to any existing or future affiliate of AMLFC Institute or to any affiliate of any shareholder of AMLFC Institute, whose business would then include the operation AMLFC Institute.
- All notices to be given under this Agreement shall be given in writing by email, to AMLFC Institute at admin(at) AMLFC(dot)institute or via the Contact page form at http://MLFC.Institute, to Client at email address provided by Client for billing. Notices shall be deemed delivered upon delivery. AMLFC Institute may, from time to time, designate by written notice any other address or Party to which copies of such notice of communication shall be sent.
- This Agreement and its schedules and exhibits, if any, constitutes the entire agreement and understanding between the Parties. AMLFC Institute reserves the right to change this Agreement as well as the terms, conditions, and notices under which Services are offered. None of the provisions of this Agreement can be waived or modified except expressly in writing and there are no representations, promises, agreements, warranties, covenants, or undertakings other than those contained herein.
We track aggregated log-in data for statistical purpose, this information is shared with our university partners. We also track individual log-in data for academic purpose. This means we are ensuring you are participating in the education programs to which you are registered, this information is shared with your teachers and university. We share with your teachers and university any homework, quiz, assessment you submit via this site as well as diploma obtained or other achievement with the AMLFC institute.
We monitor personal profiles of our membership directory as well as communications on the groups and forums we manage. We encourage diversity of opinion but expect courteous exchange at all time. No advertisement is allowed on the personal profile, groups or forums unless the AMLFC Institute has provided you with written permission. You may disclose your employer name on your profile and on the footer of your signature. You may also share your contact information. Your contact information may include in one sentence a description of your activities. We reserve the right to terminate access without prior notice if in our sole opinion judge communications violate these rules.
We collect our members email address. These email address are shared with the University you are registered with and the founding organization of the AMLFC Institute. We do not sell or give away your email address to additional third parties, nor do our partners or founders. You can always unsubscribe from our list and we will promptly remove your name.
If you feel we have violated your privacy please notify us promptly so we may take measure to rectify any issue.