Build Your Own (BYO) In-Person BSA/AML Training

Build Your Own (BYO) In-Person BSA/AML Training Product Terms & Conditions

AGREEMENT

THIS AGREEMENT (“Agreement”) is as of the purchase date, between AML-ology LLC doing business as AML-ology (“Consultant”), with its principal place of business located at 1245 Whitehorse-Mercerville Road, Suite 409, Trenton, NJ, 08619, and (“Client”), and shall be effective as of the purchase date (the “Effective Date”).

1. Summary of Intent

Client is currently seeking a one-day Bank Secrecy Act (BSA)/ Anti-Money Laundering (AML) Training. The training will be planned for a single-day live session on an agreed upon date.

2. Summary of Proposed Services

This project is designed to provide Client with BSA/AML Training. The specific topics to be covered in this training will be agreed upon by both parties via email no later than four weeks before the event.

3. Out of Scope

The following items would be considered out of the scope of this engagement and are the client’s responsibility: Attendance taking at the training sessions and issuing certificates of attendance.

4. ARC Deliverables

The following items would be considered deliverables of this engagement: AML-ology will create the training sessions as outlined above and provide the slides to the client prior to the training via PDF format. An agenda for the training will be provided four weeks prior to the presentation. The live presentation will be presented in-person at a location agreed upon both parties.

5. Client Responsibilities

The following items would be considered client responsibilities: the client will have a primary training contractor for the training to facilitate all communication and access to required information.

6. Terms and Conditions

The pricing for this engagement will reflect the effort expended by our team in performing the services on a Fixed Price basis.
Fees
FIXED PRICE TOTAL fees for this engagement = $2,000

7. Business Terms and Conditions

AML-ology is not responsible for any delays that occur due to factors beyond its control in terms of availability of personnel for clarifications/questions that are under the Client’s purview and control.
Client is expected to purchase the product via the website and pay via credit card or ACH payment. AML-ology will invoice the Client for actual expenses incurred for travel related to the training, which can also be paid via credit card or ACH payment.
Should the scope of effort required for completing the project change during the course of the engagement, AML-ology will discuss this with the Client before proceeding further.

8. Ownership of Intellectual Property

Consultant and Client intend and agree that Consultant shall retain title and all other ownership and proprietary rights in and to any computer code, computer programs, programming or processing procedures or techniques, methods, ideas, concepts, or know-how (“Consultant Proprietary Information”) developed by Consultant in connection with its performance of Work for Client under this Agreement. Such ownership and proprietary rights shall include, without limitation, any and all rights in and to patents, trademarks, copyrights, and trade secret rights. Consultant and Client agree that Consultant Proprietary Information is not “work for hire” within the meaning of U.S. Copyright Act 17 U.S.C. Section 101.

9. Confidential Information

Consultant and Client agree to preserve the confidentiality of any and all materials and information (collectively, “Confidential Information”) furnished by either party in connection with this Agreement. Such Confidential Information shall include, without limitation, studies, fees and terms of this Agreement, plans, reports, surveys, analyses, and/or projections. The provisions of this Section shall not apply to any information which: (a) is independently developed by the receiving party, provided the receiving party can satisfactorily demonstrate such independent development with appropriate documentation; (b) is known to the receiving party prior to disclosure by the disclosing party; (c) is lawfully disclosed to the receiving party by a third party not under a separate duty of confidentiality with respect thereto to the disclosing party; or (d) otherwise is publicly available through no fault or breach by the receiving party.

10. Warranty and Disclaimer

Consultant warrants that Consultant’s Work will be provided in a workmanlike manner, and in conformity with generally prevailing industry standards. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.

11. Limitation of Remedies

Client’s sole and exclusive remedy for any claim against Consultant with respect to the quality of Consultant’s Work shall be the correction by Consultant of any material defects or deficiencies therein, of which Client notifies Consultant in writing within thirty (30) days after the completion of that portion of Consultant’s Work. In the absence of any such notice, Consultant’s Work shall be deemed satisfactory to and accepted by Client.

12. Limitation of Liability

In no event shall Consultant be liable for any loss of profit or revenue by Client, or for any other consequential, incidental, indirect or economic damages incurred or suffered by Client arising as a result of or related to Consultant’s Work, whether in contract, tort, or otherwise, even if Client has advised of the possibility of such loss or damages. Client further agrees that the total liability of Consultant for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of Consultant, whether in contract, tort or otherwise, shall not exceed an amount equal to the amount actually paid by Client to Consultant for Consultant’s Work detail in specific Statement of Work. Client shall indemnify and hold Consultant harmless against any claims by third parties, including all costs, expenses and attorneys’ fees incurred by Consultant therein, arising out of or in conjunction with Client’s performance under or breach of this Agreement.

13. Relation of Parties

The performance by Consultant of its duties and obligations under this Agreement shall be that of an independent contractor, and nothing herein shall create or imply an agency relationship between Consultant and Client, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties.

14. Employee Solicitation/Hiring

During the period of this agreement and for twelve (12) months thereafter, neither party shall directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or former subcontractor of the other. The terms “former employee” and “former subcontractor” shall include only those employees or subcontractors of either party who were employed or utilized by that party on the Effective Date of this Agreement.

15. Miscellaneous Provisions

A. Consultant agrees to notify client in writing if it intends to subcontract any part of the Work to an independent contractor. Except as provided herein, neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.

B. Any dispute arising under this Agreement shall be subject to binding arbitration by a single Arbitrator, in accordance with its relevant industry rules, if any. The parties agree that this Agreement shall be governed by and construed and interpreted in accordance with the laws of New Jersey. The arbitration shall be held in New Jersey. The Arbitrator shall have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.

C. If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.

D. If any term of this Agreement is found to be unenforceable or contrary to law, it shall be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

E. The waiver by any party of any breach of covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

F. This Agreement, along with any additional scopes of work (SOW), if applicable, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.