This License Agreement (the "Agreement") is entered into between Compliance Coach Inc., a California corporation doing business at 4370 La Jolla Village Drive, Suite 400, San Diego, California 92122 ("Compliance Coach"), and ________________________________________, a financial institution with an office located at ___________________________________, Illinois _______ (the "IBA Member Bank"), as of the date approved by Compliance Coach (the "Effective Date").
- Grant of License.
Compliance Coach hereby grants to the IBA Member Bank a limited, non-exclusive, non-transferable, royalty-free license to access and use a library of courses ("Courses") made available with Compliance Coach technology and system components accessed through the Internet ("Regulatory University"), together with certain reporting functionalities associated with the Courses and Regulatory University ("Reporting"), as determined in the sole discretion of Compliance Coach and the Illinois Bankers Association (the "IBA"). The IBA Member Bank agrees to use the license granted by this Agreement exclusively to provide regulatory compliance training to its employees and directors who have enrolled in one or more Courses ("Authorized Users"). The IBA Member Bank agrees to limit access to the Regulatory University and the Courses only to Authorized Users who are employees and directors of the IBA Member Bank, and with respect to employees, only to employees who are located for employment purposes in the State of Illinois. The IBA Member Bank also may share such access when and to the extent necessary with senior management, examiners or outside auditors, or when otherwise required by applicable law.
- License Eligibility.
This license is granted pursuant to an agreement between Compliance Coach and the IBA that is limited to Voting Members of the IBA that are in good standing. The IBA Member Bank warrants that it is a Voting Member of the IBA in good standing and agrees that the failure to remain a Voting Member of the IBA in good standing during the Term of this Agreement will cause the immediate revocation of this license. Compliance Coach may suspend or terminate the IBA Member Bank?s license at any time for noncompliance with any of the provisions or terms of this Agreement.
- License Term.
The term of this license is for one (1) year from the Effective Date of this Agreement (the "Term"). This license will renew automatically for successive one (1) year terms (each respectively also referred to herein as the "Term" where appropriate) provided that the IBA Member Bank remains eligible for such renewal pursuant to the provisions and terms of this Agreement.
- Administrators, Reporting, and Course Usage.
- The IBA Member Bank agrees to identify an Authorized User who will serve as the administrator for the other Authorized Users of the IBA Member Bank (the "Primary Administrator"). All notices provided by Compliance Coach to the IBA Member Bank will be made to the Primary Administrator. After initial setup of the IBA Member Bank's account with Compliance Coach, the IBA Member Bank may establish one or more additional administrators (each, together with the Primary Administrator, an "Administrator"). Compliance Coach will provide Reporting access to Administrators of the IBA Member Bank. Authorized Users who are not Administrators will not be provided access to Reporting.
- Compliance Coach will provide each Administrator and each Authorized User a unique user ID and password.
- Authorized Users may self-enroll in the Courses individually. Administrators also may enroll Authorized Users in individual Courses.
- The Administrator and each Authorized User will access Regulatory University and use the Courses and Reporting, as applicable, solely in a manner that does not allow any third party to access Regulatory University or to view the Courses or Reporting (except when and to the extent necessary to share such access with examiners or outside auditors or when otherwise required by applicable law). The Administrator must inform each Authorized User of this requirement.
- Intellectual Property.
Compliance Coach represents and warrants that the license granted in this Agreement does not infringe upon the intellectual property rights of any third parties. The IBA Member Bank agrees that the Courses, Reporting and all other Regulatory University components made available pursuant to this license constitute the sole and exclusive intellectual property of Compliance Coach, and Compliance Coach retains all rights, title and interests, and all intellectual property rights, including, without limitation, all patent, copyright and trademark rights, in and to each of the foregoing.
- Disclaimer of Warranties.
The Courses, Reporting and all other Regulatory University components made available pursuant to this license are provided "as is" without any express or implied warranties, including warranties of merchantability and fitness for any particular purpose. Compliance Coach makes no representations about the suitability of the Courses or about any content of the Courses for any purpose. Compliance Coach makes no warranties that access to the Courses, Reporting and all other Regulatory University components made available through the Internet will be uninterrupted, free from error, free from programming defects or free from other problems, whether caused by Compliance Coach or by any other person, entity or event.
The IBA Member Bank agrees to maintain the confidentiality of all Compliance Coach information and documentation at all times pursuant to the provisions and terms of this Agreement, including any and all information and documentation regarding the Courses, Reporting and all other Regulatory University components made available pursuant to this Agreement. Upon the termination of this Agreement, the IBA Member Bank agrees to immediately destroy or return to Compliance Coach any confidential information and documentation that it may have in its possession.
- Independent Contractors.
Compliance Coach is an independent contractor only, and neither Compliance Coach nor the IBA Member Bank is an agent for the other or is authorized to act on behalf of the other.
The IBA Member Bank may not assign or transfer this Agreement, provided that this Agreement will survive a merger or acquisition of the IBA Member Bank if the successor in interest is, at the time of such assignment or transfer, eligible for the license granted herein pursuant to all of the provisions and terms of this Agreement.
- Governing Law.
This Agreement is governed by and will be construed in accordance with the laws of the State of California, without regard to the conflict of laws provisions thereof.
- Electronic Signature of Primary Administrator
By clicking on the button labeled "SUBMIT", the Primary Administrator named above represents that he or she has the authority to enter into this Agreement on behalf of the IBA Member Bank, and that he or she is submitting a legally binding electronic signature and entering into a legally binding agreement on behalf of the IBA Member Bank.
COMPLIANCE COACH, INC. John Pinto Vice President, Compliance Coach