Exams, Audits, Model Validations – Building the Right Partnership to Optimize your AML Program.

Iron sharpens iron. A review of your AML Program by Audit, MRM or regulators should not be a cause for stress but a rather an opportunity to enhance it. In today’s session, our panel of experts will discuss:

• Current regulatory environment and expectations on auditors and examiners.
• Best practices in building a strong relationship between AML and supporting functions.
• How to prepare for an exam or an audit and does and don’ts to ensure a smooth review.

Moderator:

Alicia Hobbs – Director – FCC AML Program Management – Ally Bank

Speakers:

Brad Curell – Executive Director – Model Risk Management – Ally Bank

Jessica Morphies – Executive Director Regulatory Audit and Issue Management – Wells Fargo

Megan Nelson - SVP, Senior Financial Crimes Director – Truist

Products and Service Terms

These Products and Services Terms (“Products and Service Terms”) set forth the terms under which ACAMS will provide the Products and Services set forth in the Order Form or Invoice to which these Products and Service Terms are attached or in which these Products and Service Terms are referenced. The Order Form or Invoice, together with these Products and Service Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Capitalized terms used and not defined herein shall have the respective meanings set forth in the Order Form or Invoice. In the event of a conflict or ambiguity between the Order Form or Invoice and these Products and Service Terms, the following order of priority shall apply: (i) Order Form (if any), (ii) Invoice, and (iii) these Products and Service Terms. 1. Definitions. “ACAMS Content” means certain online ACAMS proprietary information, data and or materials made available to Client by ACAMS, whether as part of the Products and Services or otherwise, together with any webinars, manuals, documentation, materials, as well as concepts, procedures, tools created by ACAMS. ACAMS Content includes, without limitation, the Certificates, any Additional Preparation Course, any Preparation Seminar and the certification exams required to receive Certification. "ACAMS” means the Association of Certified Anti-Money Laundering Specialists, LLC, a Delaware limited liability company, or its subsidary(ies) or affiliate(s), identified on the Invoice or Order Form. “ACAMS Membership” means Authorized Users who are hold 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 Certificate or Certification exam(s). “Authorized User” means designated employees of Client for whom Client has purchased access to the Products and Services and ACAMS Content and for whom Client has issued an individualized username and password for use exclusively 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. Authorized Users do not include Client’s affiliates, subsidiaries, contractors or consultants unless expressly agreed otherwise by ACAMS in the Order Form. “Certificates” means training programs on various financial industry matters provided by 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: (i) execute and agree to be bound by the terms and conditions of a test-taker agreement and such other agreements as ACAMS may require in its sole discretion; and (ii) comply with the Standards of Conduct which can be accessed at https://www.acams.org/en/about/standards-of-conduct-acams (as the same may be amended from time to time). Exam scores for all candidates are considered “provisional” until ACAMS has confirmed that a candidate has not violated any of the exam rules or procedures, terms or conditions stated in the Standards of Conduct, any applicable test taker agreement, testing center exam instructions and/or policies related to test security and examination integrity. “Client” means a user or consumer of products or services set forth in an Order Form or Invoice. 2 “Confidential Information” means any information of a confidential or proprietary nature which is disclosed to the Receiving Party (defined in Section 10 herein) by the Disclosing Party (defined in Section 10 herein) pursuant to this Agreement, including, but not limited to, all ACAMS Content, information, data, 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 anymeans 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. “Effective Date” means the earlier of (A) the Effective Date set forth in an Order Form or Invoice, or (B) the first date on which Client had access to any of ACAMS’ products or services, Intellectual Property or Confidential Information. “Fee(s)” means the costs associated for Services as set forth in the Order Form or Invoice. “Order Form or Invoice” means the Order Form or Invoice for ACAMS Products or Services, together with such ancillary documentation as agreed upon by the parties in writing setting forth the Products and Services. “Preparation Seminar” means the virtual or in person seminar(s) to help prepare an individual for the Certification exam(s). “Products” means the products that are set forth in an Order Form or Invoice. “Restricted Person” means any natural or legal person who is (1) a national of, ordinarily resident or located in, or an entity existing under the laws of Cuba, Iran, North Korea, Syria, the restricted regions of Ukraine (presently Crimea, Donetsk, and Luhansk) 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, State or Commerce Departments; (2) designated as a Specially Designated National, an institution of primary money laundering concern, or on any other list, directive or order maintained by the U.S. Treasury Department the effect of which is to prohibit transactions or dealings by U.S. persons; (3) listed on the Denied Persons List, Entity List or Unverified List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical or biological weapons, military-intelligence, or development or production of supercomputing or advanced chip activities to which U.S. persons may not contribute without a U.S. Government license; or (5) 50% or more owned, controlled, or acting on behalf of a Restricted Person. “Services” means the services that are set forth in an Order Form or Invoice. "Term" means the period of time commencing on the Effective Date and continuing until this Agreement expires or is otherwise terminated in accordance with its terms. “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. 2. Conditions of Use; Limited License Grant. (a) Client shall not use, copy, reproduce, translate, disassemble, reverse engineer, adapt, rent, lease, lend, license or sublicense, time share, transfer, assign, modify ACAMS Content, ACAMS’ Confidential Information or any part thereof, or combine ACAMS Content, ACAMS’ Confidential Information or any part thereof with any other materials not provided or authorized by ACAMS. Client shall inform all Authorized Users of the terms and conditions of this Agreement. Client acknowledges and agrees that noncompliance with the terms and conditions of this Agreement by 3 any Authorized User shall constitute a breach of this Agreement by Client. (b) User Information shall only be issued to Client’s designated Authorized Users. Client shall notify ACAMS in writing prior to the reassignment or transfer of User Information, which reassignment or transfer shall be subject to the consent of ACAMS, not to be unreasonably withheld, conditioned, or delayed. Client shall ensure that all Authorized Users agree to be bound by confidentiality and non-use obligations at least as stringent as those set forth herein. (c) 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. (d) Upon a request by ACAMS, Client shall report the number of Authorized Users. During the Term of the Agreement, and for 3 years after its expiration or termination, 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 Form or Invoices. (e) 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, software, or network connectivity. ACAMS is not responsible for the reliability or continued availability of any telephone lines or communications equipment, software or network connectivity (including any software used by ACAMS in furnishing, or by Client in accessing ACAMS Content). (f) 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 and the Products and Services for the sole purpose of certifying Authorized Users. All other rights in and to the ACAMS Content and the Products and Services are expressly reserved by ACAMS. (g) Any Products or Services accessed electronically shall also be subject to ACAMS’ Website Terms of Use (the “Website Terms”) and Client shall be liable for any breach of the Website Terms by Client and/or any of its Authorized Users. Client represents and warrants that it consents to the use of Personal Information as detailed in the ACAMS Privacy Policy and has sufficient consent from all Authorized Users to allow ACAMS to use Personal Information as further detailed therein. Client shall advise all Authorized Users of the terms and conditions of this Agreement. Client further agrees that any violation of an obligation Client herein by any Authorized User shall constitute a violation of this Agreement by Client. (h) Client represents and warrants to ACAMS that ACAMS' expected use of the end-user names, business email addresses, and other information shared by Authorized Users as part of their use of the Products or Services for the purpose set forth in the Agreement is in compliance with applicable law. Without limiting the foregoing, Client represents and warrants to ACAMS (a) that Client has a legitimate business interest (as such term is used in the GPDR) for providing names and business email addresses of the Authorized Users to ACAMS or that Client has obtain proper and enforceable consent from each such Authorized User prior to providing the end-user names and business email addresses to ACAMS and (b) that is has notified its Authorized Users of the training offerings that are provided by ACAMS and that ACAMS may email the Authorized User from time to time with information regarding the available training. (i) Any Authorized User seeking an ACAMS Membership, Certification, or Certificate may be required to execute a “Test Taker”, “Member” or other similar agreement as required by ACAMS in its sole discretion which may further govern the terms of such Authorized User’s Membership, Certification, or Certificate, as applicable, to the individual Authorized User. (j) Except as and to the extent permitted by these Terms, Client undertakes, and Client shall ensure that each Authorized User undertakes, not to use, copy, reproduce, translate, disassemble, reverse engineer, adapt, rent, lease, lend, license or sublicense, time share, transfer, assign, modify or combine the ACAMS Content licensed to Licensee hereunder or any part thereof, with any other materials not provided or authorized by ACAMS, nor to communicate them to any third party without ACAMS' prior written consent. Client shall ensure that all Authorized Users are aware and agree in writing to abide by all terms of access and use set forth in these Terms. 4 3. Suspension or Termination of Services. ACAMS may, directly or indirectly, suspend, terminate, or otherwise deny Client's or any Authorized User's access to or use of all or any part of the Products and Services or ACAMS Content, without incurring any resulting obligation or liability, if: (a) ACAMS receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires ACAMS to do so; or (b) ACAMS believes, in its sole discretion, that: (i) Client or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Products and Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Client or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Products and Services; (iii) Client or any Authorized User deliberately gained or attempted to gain or share an unfair advantage on any ACAMS Certification exam or otherwise threatened the integrity of such ACAMS Certification exam; (iv) this Agreement expires or is terminated; (v) or such action is necessary to ensure ACAMS’ compliance with applicable laws including but not limited to those relating to export controls and sanctions. Additionally, ACAMS may temporarily suspend access to Services where it believes reasonably necessary to maintain a secure and stable environment for Authorized Users. The suspension and termination rights provided herein shall not limit any of ACAMS's other rights or remedies, whether at law, in equity, or under this Agreement. ACAMSmay requireClient to take corrective action, including without limitation, payment of additional fees to compensate ACAMS for any unauthorized or underreported usage, together with reimbursement of the costs of any Audit (as hereinafter defined) performed in connection with the discovery of such unauthorized or underreported usage. ACAMS reserves the right to revoke any Certification for any Authorized User that is found to have violated any provision in the applicable test-taker agreement, candidate handbook or ACAMS Standards of Conduct. 4. Ownership/Intellectual Property. (a) 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 be adequately compensated by money damages. Accordingly, Client further agrees that, upon a ruling by a court of competent jurisdiction, ACAMS is entitled to injunctive relief in addition to any other rights or remedies under applicable law and shall not be required to post a bond or other security in connection with obtaining such relief. (b) As between ACAMS and Client (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 Content and all of their derivative works and improvements including, without limitation, all materials that result from ACAMS's performance under this Agreement. No right, title or interest is granted or otherwise transferred to Client or to any Authorized User except for the license rights expressly granted herein. Upon expiration or termination of this Agreement, Client shall immediate cease its and its Authorized Users’ use and access to the ACAMS Content and immediately return or destroy (with officer level certification of such destruction) all ACAMS Content and all other ACAMS Confidential Information in its possession. (c) If Client or any of its Authorized Users sends or transmits any communications or materials to ACAMS by mail, email, telephone, or otherwise, suggesting or recommending changes to the ACAMS Content or the Products and Services, including without limitation, new features or functionality relating to how the ACAMS Content is presented (either in electronic format or other audio or visualmedium, including writing), or any comments, questions, suggestions, or the like ("Feedback"), ACAMS shall be free (but under no obligation) to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Client, on behalf of itself and its Authorized Users, hereby assigns to ACAMS all right, title, and interest in, and ACAMS is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although ACAMS is not required to use any Feedback. Client represents that it has all rights and authority to make the foregoing assignment. 5. Warranty and Disclaimer. (a) ACAMS represents and warrants that it has the right and authority to make the Products and Services 5 available to Client pursuant to this Agreement and will provide the Products and Services to Client in a professional and workmanlike manner. EXCEPT FOR THE LIMITED WARRANTY PROVIDED HEREIN, THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND ACAMS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ACAMS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PURCHASES OF MEMBERSHIPS, ACAMS CONTENT OR ACCESS TO ACAMS CONTENT DOES NOT GUARANTEE AN AUTHORIZED USER OR ANY OTHER INDIVIDUAL WILL OBTAIN A SATISFACTORY SCORE ON AN EXAMINATION, A CERTIFICATE OR CERTIFICATION. (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CLIENT EXPRESSLY AGREES THAT THE USE OF THE PRODUCTS AND 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 PRODUCTS AND SERVICES. CLIENT ACKNOWLEDGES AND AGREES THAT THE ACAMS CONTENT DOES NOT CONSTITUTE TAX, LEGAL OR BUSINESS ADVICE OR RECOMMENDATIONS. 6. Indemnification. (a) 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) negligence or willful misconduct; (ii) use of the Products and Services in a manner not authorized by this Agreement, including, without limitation, 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; (iii) use of the Products and Services in combination with software or technology not provided by ACAMS or authorized by ACAMS in writing; (iv) modifications to the Products and Services not made by ACAMS, or (v) breach of Client’s representations set forth in Section 2(h). (b) 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. 7. Limitation of Liability. IN NO EVENT WILL ACAMS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT SERVICES, IN EACH CASE REGARDLESS OF WHETHER ACAMS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL ACAMS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO ACAMS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 8. Term and Termination. The term of this Agreement will commence on the earlier of (i) execution of an Order Form or Invoice, (ii) initial payment for Products or Services, or (iii) the Effective Date set forth in an Order Form or 6 Invoice and continue until the expiration of the corresponding Order Form or Invoice, unless earlier terminated in accordance with this Agreement. If an Order Form or Invoice is silent as to expiration, all access to Products and Services shall expire at 11:59 PM USA ET on the first anniversary of the date of the Order Form or Invoice, it being acknowledged that Certifications and ACAMS Memberships may expire after the Term of this Agreement if expressly stated otherwise in ACAMS’ established practice and procedures. Order Forms and Invoices containing automatic renewal provisions are not considered “silent as to expiration.” If an Order Form or Invoice is not dated, the date shall be deemed to be the date it was delivered to Client (electronic delivery via email being sufficient). ACAMS may terminate this Agreement in its entirety at any time, with immediate effect upon notice if: (i) Client breaches, informs ACAMS of its intent to breach, or otherwise attempts to violate any of its obligations hereunder or any applicable laws relating to the Products and Services; (ii) ACAMS continued provision of Products or Services violates applicable or local law or regulation, (iii) Client becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors, or (iv) Client or one of its Authorized Users commits or is formally accused of committing any act which, in ACAMS's good faith determination, causes or may cause ACAMS to suffer reputational harm which could result in economic loss. 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 Products and Services to Client. Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach. Upon any such termination or expiration, ACAMS may immediately discontinue all access to and use of the Products and Services by all Authorized Users. 9. Force Majeure. In no event will ACAMS be liable or responsible to Client, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond ACAMS's reasonable control (a "Force Majeure Event"), including (i) acts of God; (ii) flood, fire, earthquake, epidemics, pandemics or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; or (v) embargoes, blockades, sanctions, or export restrictions in effect on or after the date of this Agreement. ACAMS may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of thirty (30) days or more. 10. Confidentiality. As used herein, the term “Disclosing Party” shall mean the party to this Agreement disclosing Confidential Information (as hereinafter defined) to the other party hereto, and the term “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. 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. 11. Public Announcements. Client shall not issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use ACAMS’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of ACAMS, which consent shall not be unreasonably withheld. ACAMS may, without Client's consent, include Client's name, logo and other indicia in its promotional and marking materials; provided, however, that ACAMS will cease using Client’s name, logo and other indicia upon the written request of Client. 7 12. Survival. The sections of this Agreement titled “Conditions of Use”, “Ownership/Intellectual Property”, “Warranty Disclaimer”, “Indemnification”, “Limitation of Liability”, and “Confidentiality” shall survive the expiration or termination of this Agreement. Any other provision that, by its nature, should survive termination or expiration of this Agreement shall survive such termination or expiration. 13. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Delaware 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 exclusive jurisdiction of the state and federal courts of the State of Delaware to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum; provided, however, ACAMS shall be entitled to equitable or injunctive relief in any court of competent jurisdiction. 14. No Assignment. 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. 15. Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other party. 16. Restricted Person; Anti-Corruption. Client hereby represents and warrants that Client is not a Restricted Person, and no Restricted Person may be an Authorized User hereunder, except as expressly disclosed by Client to ACAMS in writing and as acknowledged and accepted in writing by ACAMS upon a determination in ACAMS’ sole discretion that its provision of Products and Services to Client and Client’s Authorized Users is in compliance with applicable laws including but not limited to U.S. export controls and sanctions. If Client or any Authorized User 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 Products and 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 and ACAMS. Client represents that it is familiar with and understands the requirements and prohibitions of applicable anti?bribery and anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act, Canada’s Corruption of Foreign Public Officials Act, the UK Bribery Act, and the French Law on Transparency, Fighting Corruption and Modernising Economic Life (“Sapin II”) (collectively, “Anti-Bribery Laws”). Client represents and warrants that it has adopted and maintains adequate policies, procedures, and controls to ensure that Client has complied and is in compliance with all Anti-Bribery Laws, including at a minimum policies and procedures relating to prevention of bribery, accounting for financial transactions, due diligence on third parties, and training of personnel. 17. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 18. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to 8 give effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. "In the event more than one ACAMS entity appears on an Order Form or Invoice, their liability shall be several and not joint." 19. Further Assurances. On ACAMS's reasonable request, Client shall execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement. 20. Export Controls and Sanctions Compliance. Client acknowledges that ACAMS and its Products and Services are subject to U.S. jurisdiction, and Client accordingly represents and warrants to ACAMS that all use and access to ACAMS’ Products and Services by Client or any Authorized User is in compliance with all applicable laws including but not limited to export controls and sanctions laws and regulations maintained by the United States or any other jurisdiction where ACAMS is providing the Products and Services to the Client and its Authorized Users (to the extent such local law is not inconsistent with U.S. law), and Client further represents and warrants to ACAMS that it will not take any action or permit its Authorized Users to take any action to knowingly cause ACAMS to be in violation of such laws. Client shall comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export or sanctions license or other governmental approval), that prohibit or restrict the export, re-export, transfer in-country of, payment for, or dealings or other transactions with the Products and Services or any portion thereof outside the United States. 21. Headings. The descriptive headings used in these Terms are for convenience only and are not intended to be part of, or to affect the interpretation of the Terms. 22. Disclaimer of Certain Laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and is hereby disclaimed. The parties hereby agree that their respective rights and obligations hereunder shall be solely and exclusively as set forth herein and that the Uniform Computer Information Transactions Act, whether enacted in whole or in part by any state or applicable jurisdiction, regardless of how codified, shall not apply to this Agreement and is hereby disclaimed. 23. Audit Rights. Subject to Client’s reasonable security requirements disclosed to ACAMS, ACAMS, at its own expense, may review (“Audit”) Client’s use of ACAMS Content as otherwise permitted in this Agreement. ACAMS’s rights with respect to the Audit shall include the ability to review Client’s compliance with the terms of this Agreement, including but not limited to Section16. Client shall promptly provide any information or documentation reasonably requested by ACAMS in connection with the Audit. 24. Notices. Notices under this Agreement shall be deemed given (i) on the following business day when sent by overnight courier; (ii) three (3) calendar days following registered mailing, or (iii) except for notices of default, termination, or an indemnifiable claim (“Legal Notices”), by electronic mail if sent during normal business hours of the recipient and when the electronic mail is opened and receipt acknowledged by a read-receipt confirmation sent to the sender. Notices shall be sent at the address noted in the Order Form or Invoice for Client and to ACAMS at the address specified below, or such new address as any party shall communicate to the other in writing from time to time. A copy of all such notices sent to ACAMS must be sent by electronic mail (“email”) to address specified below. ACAMS Notice: Association of Certified Anti-Money Laundering Specialists, LLC 1321 Upland Drive #21400 Houston, TX 77043 United States With a copy via email to: Contract_Notifications@acams.org 25. Refund Policy. All purchases of membership(s), certificate(s), certification(s), and event attendance are final. For more information on ACAMS' policies regarding postponement and cancellation, see https://www.acams.org/en/about/cancellation-and-refund-policies.