American Bankers Association
BANKEXEC® LICENSE AGREEMENT
(Updated August 2012)
1. Consent to Agreement
This License Agreement ("Agreement") is a legal agreement between the American Bankers Association ("ABA") and you, a participant in your
institution/school ("Licensee"). By clicking "I Agree", you confirm that you will comply with the terms and conditions in this Agreement.
2. License Grant and Ownership
You agree that the ABA owns or licenses all intellectual property rights (including, without limitation, copyright, trademark, domain name, trade secret, and patent rights) in all materials provided by ABA in connection with this Agreement, including without limitation any and all materials or other works created by ABA relating to the Software, including any structure or code licensed, developed, or created by ABA or at the direction of ABA. ABA is not conveying any title to or ownership in the Software and reserves all right in and to the Software not expressly granted to Licensee.
This Agreement conveys to you, the Licensee, a limited, non-exclusive license to use the Software as licensed by your institution/school for the agreed upon time and purpose in order to utilize the bank simulation in accordance with the terms of this Agreement. This license is solely for your individual use at your institution/school and is non-transferable. The Software or its accompanying training materials ("Materials") as provided, may not be sublicensed, altered, or disclosed to third parties in any form for any reason. You affirmatively acknowledge that the use of any form of hyper linking to the Software or any other type of disclosure, dissemination, or distribution by electronic or printed means to any third party separate from the intended user is strictly prohibited.
3. Use of the Software
Licensee and its institution/school may use the Software solely for Licensee's educational training. Licensee may not, nor permit others to otherwise copy, store in a retrieval system, transmit in any form by any means, rent, lend, sell and/or modify any Materials from the Software. This License may not be assigned by the Licensee, Licensee's institution/school and is valid for use solely only by the Licensee at Licensee's individual location or other location as designated by ABA and institution/school.
The Licensee and its institution/school are responsible for all uses of the Software and Materials. Each of the authorized Participants will access the Software through a third party provider hosting platform based on name and email. Licensee shall not share their logins or passwords with any third party. In the event that you become aware of or believe there has been any breach of this Agreement or of the Software (for example, theft or unauthorized use of a login or password), you agree to notify ABA immediately.
The Software may not be modified, copied, reproduced, published or distributed, in part or in total, in any context or format without the express written permission of ABA.
4. Financial Terms
Upon payment by the institution/school on behalf of the user, the user will have the ability to receive and access the Software for the specified license term. There shall be no access to the Software for the Licensee's use after the end of the specified term as agreed upon by the institution/school and ABA.
5. Term and Termination
The term of this Agreement will run from the date of purchase and acceptance of this license agreement and will run through the period set forth by the Licensee's institution/school unless terminated earlier by ABA or institution/school. Additionally, this license will terminate immediately and without notice in the event ABA determines (at its sole discretion) that you have failed to comply with the terms of this Agreement. Upon termination and/or the conclusion of the term of this Agreement, Licensee agrees to: (1) not access the Software, (2) remove any and all components of the Software from its site location, (3) return all copies of the Materials to ABA, and (4) prevent further access to the Software by its institution/school. This provision shall survive termination or expiration of this Agreement.
6. Privacy of Information
ABA values and respects the privacy of individuals and the security of your personal data. ABA will not disclose personally identifiable information associated with
Licensee's or its institution/school's use of the Software to any third parties not affiliated with ABA except to duly authorized investigative agencies for the limited
purpose of investigating a good faith claim that a particular user has violated the restrictions on use of or access to the Software or to the third party vendor providing
the hosting services. The hosting provider, Southwestern Graduate School of Banking Foundation ("SWGSB") is being provided personal information shared through its
webpage when accessing the Software, but only for the purpose of ABA's data collection. SWGSB has no right to use information collected outside of this arrangement
www.swgsb.org. Licensee agrees that ABA may collect user data in this form to assist in market evaluation and for
other purposes as reasonably determined by ABA.
7. Warranty, Limitation on Liability
The Materials, including, but not limited to the Software is provided AS IS and without warranty. ABA makes no warranty or representation whatsoever as to the hosting platform or licensed interface provided by SWGSB. ABA does not warrant or guarantee that Software will satisfy the intended use by Licensee. ABA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, OR DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STATUTE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. Nor shall ABA be liable under any theory, for any damages suffered by any person, including but not limited to Licensee, or any authorized participant Licensee's institution/school, where such damages arise from the use of information in, or derived from the Software. In any event, ABA's liability with respect to the Software provided hereunder shall not exceed the amount Licensee would have paid for the Software, even if any term of this Agreement fails of its essential purpose.
Licensee hereby indemnifies and will defend and hold ABA harmless against all claims, damages, injuries or deaths, judgments, liabilities and expenses (including legal costs and attorney fees) arising from or in connection with Licensee's breach of this License, Licensee's misuse or negligence, or a violation or alleged violation of ABA's proprietary rights, including but not limited to its trademark, copyright, or other intellectual property right. The obligation to indemnify will survive the termination of this Agreement.
This is the entire Agreement between the parties as to the subject matter and supersedes all other agreements, express or implied, written or oral. There shall be no modification of, or amendment to, this Agreement. Invalidity or unenforceability of one or more provisions of this Agreement shall not affect any other provision of this Agreement. Neither failure nor delay on the part of any party to exercise any right, remedy, power, or privilege hereunder nor course of dealing between the parties shall operate as a waiver thereof, or of the exercise of any other right, remedy, power, or privilege. ABA may change any of the terms in this Agreement at any time and at its sole discretion. When or if it does so, the date at the top of the Agreement will be updated.
10. Governing Law
This Agreement, and any disputes or disagreements concerning the Software or Materials, will be governed by and construed according to the laws of the District of Columbia, without regard to its choice of law rules. Any lawsuit filed regarding this Agreement must be filed in the United States District Court located in the District of Columbia, United States of America.
Any notices required or authorized to be given hereunder shall be deemed to be given when mailed by certified or registered mail, postage prepaid, as follows:
Office of General Counsel
American Bankers Association
1120 Connecticut Ave, NW
Washington, DC 20036