Conference Terms

The following Terms of Service (collectively, “Agreement”) shall apply to all purchases made from the American Bankers Association, its subsidiaries and/or affiliates, as applicable except as otherwise noted herein (collectively, “ABA”) for its products and services purchased (collectively, “Offerings”) as set forth below. This Agreement may be modified at any time and at ABA’s sole discretion and shall be in full force and effect at the time of any revision.

1. CONFERENCE REGISTRATION AND ATTENDANCE TERMS AND CONDITIONS
   1. ABA EVENTS. These terms and conditions shall apply to ABA’s offering of conferences; Virtual hosted Events and Webinars in lieu of any of the foregoing or combination thereof; all ABA committee meetings; and any other conference or meeting as determined by ABA in its sole discretion, including but not limited to ABA’s subsidiaries and affiliates (collectively, “ABA Events”).
      1. ABA Events may be conducted in-person or virtual, including but not limited to, online and webinars, (“Virtual Event”), in which the determination of form and format of the delivery of the ABA Events shall be at ABA’s sole discretion and subject to change. All terms herein shall apply to both in-person and virtual events as applicable. For all Virtual Events, ABA shall utilize a third party virtual conference platform (“Platform”). Registrant will receive a link to the Platform for use.
   2. REGISTRANT’S CONSENT. This Agreement is a legal agreement between ABA and registered participants, attendees, exhibitors, sponsors, speakers, and guests (collectively, “Registrant”) regarding the ABA Event. By affirmatively selecting acceptance with the terms and conditions herein, Registrant confirms that Registrant shall comply with all terms and conditions set forth in this Agreement. The Registrant may either purchase and register as an individual or as a group, which the latter shall contain multiple registrations.  If purchasing as an individual, then it will be either done by the individuals themselves or by the authorized representative of the individual being registered. Group Registrations (two or more individuals) may be purchased by an individual that has authority on behalf of the purchasing organization. Each ABA Event shall set specific limits as to the numbers of authorized registrants allowed within a Group Registration. ABA takes no responsibility or liability for any failure of the purchasing organization to obtain necessary authorizations or consents at the time of registration. The types of Registrants are defined as follows:
      1. ABA provides professional development opportunities for Eligible Registrants defined as employees of membership-eligible institutions, including but not limited to, community, regional and money center banks and holding companies as well as savings associations, trust companies, savings banks and service members, and federal government agency employees.
      2. Individual Registrants are as follows:
         1. Attendee/Participant – shall mean the eligible, as defined in Section 1.2.1 above, individual.
         2. Exhibitor/Sponsor – shall mean the company representative that will attend at the ABA Event in the capacity of exhibiting or sponsorship based on the contractual relationship with their employer and ABA.
         3. Guest – shall mean a spouse, child, significant other or friend not employed in a financial services occupation. A coworker (even a spouse co-worker) or an associate within the financial services industry is not considered a guest.
         4. Speaker/Faculty/Instructor - shall mean an individual presenting content at an ABA Event and will be required to execute a separate written release regarding their participation.
      3. Group Registrations may contain two or more of any of the above type of Registrants. For events conducted by ABA’s subsidiary, BAFT, Inc. (“BAFT”), “guests” shall not be included in any Group Registrations.
   3. CONSENT TO USE PHOTOGRAPHS AND VIDEOS/RECORDINGS. By attending the ABA Events, whether in-person or Virtual Event, Registrant acknowledges and agrees that photographs, video, and/or audio recordings may be taken of Registrant and Registrant grants ABA the right to use and distribute, in perpetuity, Registrant’s name, voice and likeness (“Image”) in any electronic or print distribution, or by other means hereinafter created, both now and in the future, for any lawful purpose as determined by the ABA. For any questions or concerns, please contact Member Services at [email protected].
   4. PRIVACY POLICY AND PERSONAL DATA FOR IN-PERSON AND VIRTUAL EVENTS. Nothing contained herein shall contradict ABA’s Privacy Policy and in the event of conflict between that policy and these terms, the Privacy Policy shall supersede and control. ABA values and respects the privacy of its Registrants and the security of Registrant’s personal data. By Registrant’s affirmative consent to provide or authorization to consent on behalf of all Registrants during registration for the ABA Event, Registrant hereby agrees to the following: (i) comply with the ABA’s Privacy Policy available on www.aba.com; and (ii) that ABA may collect user data for purposes of marketing, event administration and virtual hosting, and research, including collected data in aggregated form (i.e. surveys and evaluation forms) to assist in market evaluation and for any other purposes as reasonably determined by ABA. In the event that Registrant has consented to the sharing of personal data, then ABA may be able to provide the registered name(s), title(s), company name, email address(es) and mailing address to (i) ABA, its subsidiaries, affiliates, and service providers for the ABA Events (i.e. Hotels and Registration Housing Bureaus); and/or (ii) third party sponsors and exhibitors related to the ABA Events.  Notwithstanding the foregoing, it is ABA’s intention to not share email addresses with the Exhibitors and Sponsors. ABA will not disclose personal data associated with Registrant to any third parties if Registrant has not provided affirmative consent or if third party is not affiliated with ABA or otherwise providing services for Registrant’s attendance at the ABA Event.
      1. Virtual Platform Third Party Privacy Terms. Platform providers may present Registrants with additional terms including, but not limited to, Terms of Use and Privacy Policies in order to gain access to the Virtual Event. Registrants acknowledge that they have reviewed such provisions and their participation in the Virtual Event constitutes acceptance of those third party platform terms. For Virtual Events conducted on ABA’s LMS platform, Registrants acknowledge that personal information will be processed in accordance with the Cornerstone Privacy Policy located at https://www.cornerstoneondemand.com/client-privacy-policy/.  
         1. Violation at Virtual Events. Any violations to the Platform Terms of Use or Privacy Policies, Third Party Platform Terms of Use or Privacy Polices, or the Code of Conduct in Section 3.5 below may result in ABA taking action, at its sole discretion on a case-by-case determination, including but not limited to, Registrant’s immediate expulsion from the Platform at the moderators/host’s sole discretion without refund, demand for a verbal apology, issuing a written reprimand, disqualification from further business with ABA, and/or reporting of the violation to the employer, security and law enforcement.
      2. Sensitive Health Information. ABA understands that it may be necessary to provide ABA with sensitive health information, such as a special accommodation in order to attend the ABA Event.  If such information is needed to be provided, please DO NOT PROVIDE such sensitive information on the registration form, but rather call 1-800-BANKERS to speak to a representative.
   5. REGISTRATION AND CANCELLATION. Registration for the ABA Event may be limited and subject to availability and will be considered on a first-come, first-served basis. If the ABA Event is cancelled by ABA, then Registrant is entitled to the refund of the paid registration or tuition fee and this shall be the extent of ABA’s sole liability. This Section governs the cancellation for the ABA Event only and any Hotel reservations will need to be cancelled separate and apart from the above either directly through the Hotel or the applicable registration housing vendor. Cancellations must be made in writing and sent to [email protected]. Please contact 1-800-BANKERS (800-226-5377) with any questions or concerns regarding this policy.
      1. Cancellation of In-person ABA Events by Registrant. The cancellation policy for all in-person ABA Events by the Registrant is as follows: (i) If Registrant cancels more than thirty (30) days prior to the ABA Event start date, Registrant may be entitled to receive a full refund of the total fee; (ii) If Registrant cancels less than thirty (30) days before the ABA Event start date, Registrant may be entitled to receive a refund of fifty percent (50%) of the total fee; or (iii) If Registrant cancels after the ABA Event start date, the fee paid is non-refundable. These amounts are determined at ABA’s discretion and are subject to change. For all cancellations, there shall be no transfers or substitutions.
      2. Hybrid Conference Refund Policy. (i) If Registrant requests a transfer from an in-person conference to the same conference’s virtual option (if available) more than thirty (30) days prior to the ABA in-person Event start date, Registrant may be entitled to receive a refund of the difference between the two registration fees in-person and virtual; (ii) If Registrant transfers from an in-person conference to the same conference’s virtual option (if available) less than thirty (30) days before the in-person Event start date, the higher in-person registration rate will prevail, and no partial refund will be provided; however, the transfer request to the virtual option will be accommodated unless ABA is unable to do so; and (iii) If Registrant cancels their registration after the ABA Event start date, the fee paid by the Registrant is non-refundable. If Registrant requests a transfer from a virtual option to the same conference’s in-person option, the higher in-person registration rate will prevail regardless of when the change is made.
      3. Cancellation for BAFT Events (In-person or Virtual). The cancellation policy for all BAFT events by the Registrant is as follows: (i) If Registrant cancels more than thirty (30) days prior to the BAFT Event start date, Registrant may be entitled to receive a full refund of the total fee paid less a processing fee, which amount is determined at BAFT’s discretion and subject to change; (ii) If Registrant cancels less than thirty (30) days before the BAFT Event start date, Registrant is not entitled to any monies as the fee paid is non-refundable. Substitutions are acceptable if submitted in writing in advance of the BAFT Event start date.
      4. Registrant’s Duty of Care. ABA recognizes that the safety of all of those Registrants in-person at the ABA Events are a top priority. ABA is committed to following CDC, local government agencies and the venue’s COVID-19 health and safety guidelines for hosting in-person events. By attending the ABA Events, you agree to comply with all COVID-19 health and safety guidelines adopted by ABA that have been recommended by the CDC, local government agencies and the venue where the ABA Event is located. Your acknowledge that your acceptance of these Terms of Service includes this Duty of Care as a condition of registration and participation in the ABA Events.
      5. Cancellation of Virtual Events. Either party may cancel their registration of the Virtual Event with thirty (30) days prior written notice to the other party upon the occurrence of a material breach or default by the other of any of the terms, obligations or warranties under this Agreement not waived in writing by the non-defaulting party. In the event of a material breach, the non-defaulting Party shall notify the other of such alleged breach or default and the other Party shall have one thirty (30) day period to cure the same.  However, ABA may immediately cancel the Virtual Event upon written notice to Registrant in the following circumstances: (i) Registrant fails to follow ABA’s licensed uses or restrictions or violates any of the terms of this Agreement; (ii) Registrant becomes insolvent, files bankruptcy or is placed in receivership; (iii) Registrant, without the written consent of ABA, directly or indirectly violates, reproduces, assigns, transfers, sublicenses or encumbers any of its rights under this Agreement, including the Platform; or (iv) Registrant fails to pay the amounts due at the time of registration. Registrant acknowledges that cancellation by Registrant for any reason other than an uncured material breach by ABA does not obligate ABA to rebate any fees paid and this failure will not relieve the Registrant of its obligation to pay any outstanding amounts in full.
   6. HOTEL/ROOM RESERVATIONS. ABA does not endorse booking hotel reservations by any sources other than SPARGO, ABA’s contracted registration housing services, or with the conference hotel directly as indicated for the ABA Event. ABA researches the hotel property extensively to ensure that Registrants are adequately accommodated, rooms meet ABA’s high standards, and discount pricing is provided. ABA has received several reports that unaffiliated representatives, travel agents and wholesalers are soliciting ABA Registrants with hotel packages for ABA Events and offering to sell ABA’s attendee lists. ABA does not share its attendee lists with third parties, so any offer suggesting the contrary has not been authorized by ABA. ABA utilizes SPARGO as its housing vendor for select ABA Events. Please check the specific www.aba.com registration page for a listing on booking hotel accommodations in order to make the housing reservations directly with the meeting hotel or with SPARGO for the ABA Events as applicable. Securing the reservations through an ABA authorized vendor will allow ABA to provide assistance if complications arise. Please contact the ABA Member Services department at 1-800-BANKERS (800-226-5377) or [email protected] with any questions or concerns.
      1. For all events produced by ABA’s subsidiary, BAFT, the Registrant shall make reservations either directly with hotel or through the identified third party housing provider. The Registrant shall be informed at the time of registration about the hotel/room reservation procedures for the specific BAFT event.
   7. RELEASE. During the ABA Event, Registrant may choose to participate in an optional physical activity that may pose some inherent risk to person or property (“Activity”) and acknowledges that Registrant may need to execute additional releases or documents prior to participation. Registrant warrants and represents the acknowledgement and assumption that there is risk involved to my person, property, or to others by participating in such Activity. Therefore, Registrant agrees, on behalf of Registrant, their employer and its direct or indirect parents, subsidiaries, affiliates, divisions, successors, predecessors and assigns (the “Releasors”), to completely and irrevocably releases and forever discharges ABA, and their direct or indirect parents, subsidiaries, affiliates, divisions, directors, officers, employees, representatives, attorneys, agents, successors, predecessors and assigns from all actions, causes of action, suits, claims, demands, or any action of similar nature whatsoever, in law or equity which Releasors ever had, now have or hereafter can, shall or may have ever existed that is related to the Activity. Registrant agree to indemnify, defend, and hold the ABA harmless from all actions, causes of action, suits, claims, demands, or any action of similar nature whatsoever, in law or equity, which the Releasors ever had, now have or hereafter can, shall or may have ever existed that is related to or arose from the Activity. Registrant warrants and represents to ABA that Registrant has not sold, transferred, assigned, mortgaged, or otherwise alienated any of the claims released herein related to the Activity; that no person other than the Releasors granting such release has an interest in any such claim; and that the Releasors granting such release has full power and authority to do so. This Release shall survive the termination or expiration of this Agreement.
2. LEARNING MANAGEMENT SYSTEM (“LMS”) REGISTRATION ACCESS TERMS AND CONDITIONS
   1. REGISTRATION ACCESS. Please read this Section carefully as it is a legal agreement between ABA and purchaser (individually, “Student” or collectively, “Licensee”). By clicking “I Agree,” and/or accessing this system through an institution’s valid license as applicable, Licensee confirms compliance with the terms and conditions herein, which govern the use of and/or access to ABA’s e-learning courses and certification exams (“Online Courses”) and the LMS for such Online Courses owned by ABA or any third party that provides content under license agreement with ABA (“Content Licensors”) (collectively, “Services”). ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY TRIAL USE, WILL CONSTITUTE LICENSEES ASSENT TO THIS AGREEMENT. Please print a copy of this Section for retention and future reference.
   2. LICENSE GRANT AND OWNERSHIP. This Agreement conveys to the Licensee, a limited, non-exclusive, non-transferable license to use the Online Courses ordered by Licensee and made available directly to Licensee online, as set forth herein. This license is solely limited to the Services made available to Licensee, and is not an assignment of (i) any intellectual property rights that ABA or its Content Licensors own in the Online Courses or other content provided by ABA or other third party organizations (“other Content”), (ii) any derivative works that ABA or its Content Licensors prepared or developed based upon the Online Courses or other Content, or (iii) any compilation works produced, advertised, marketed, promoted, or sold by ABA or its Content Licensors that contain all or any part of the Online Course or other Content. Licensor acknowledges and agrees that ABA owns all copyright and other intellectual property rights (including, without limitation, copyright, trademark, domain name, trade secret, and patent rights), to the Online Courses and other Content, including any structure or code licensed, developed, or created by ABA or at the direction of ABA provided in connection with the Services, except for those portions of the Online Content or other Content which are owned by Content Licensors. Neither ABA nor its Content Licensors are conveying to Licensee any intellectual property rights or any other right, interest or title to the Online Courses, to other Content, or to the LMS, and reserve all rights not expressly granted to Licensee. The term “all copyright and other intellectual property rights” shall extend to all media, whether now known or hereinafter invented, by all means, methods, and processes, whether now known or hereinafter invented, including complete and entire interactive rights, and the rights to prepare derivative works. Licensee agrees that it will not at any time assert or claim an interest in, or do anything that may adversely affect the validity or enforceability of, any intellectual property right belong to or licensed by ABA.
      1. ABA Certification Exams.  ABA Certification Exams are an offering on the ABA LMS and included in all references to Online Courses herein. All Licensees taking one of ABA Certifications examinations are expected to abide by all rules and regulations governing the examination before, during and after the examination. Possession of copies of any current or previous examination given by ABA Professional Certifications (formerly ICB) is not authorized and is a violation of the rules governing certification exams. Licensees taking an ABA Certifications examination are not permitted to take notes about the examination. Licensee agrees to read, understand, acknowledge and abide by the ABA Professional Certificate Code of Ethics as available https://www.aba.com/training-events/certifications/maintaining-your-certification/certification-code-of-ethics.  By registering for the ABA Certification Exams, Licensee agrees and acknowledges that all information provided during the application, including any required supporting documentation is correct, and shall further agree to abide by the stated code of ethics and program requirements as long as Licensee remains a candidate for certification or as a certified professional. This code of ethics and any other policies regarding the ABA Certification Exams may be modified at any time and at ABA’s sole discretion and shall be in full force and effect at the time of any revision.
         1. Cancellation of ABA Certification Exams. In the event that changes are requested to the registration of a Certification Exam, then the following policies shall govern:
            1. Before the Application Due Date, Licensee may either transfer to a future exam date/window or reschedule within the same CBT window and incur no administrative or penalty fees.  If the Licensee chooses to cancel before the Application Due Date, then ABA shall refund the Exam fee less USD$100 application fee.
            2. After the Application Due Date, Licensee may either transfer to a future exam date/window for a fee of USD$175 to ABA or reschedule within the same CBT window for a fee of USD$50 to third party vendor if a testing date has been selected. If the Licensee chooses to cancel after the Application Due Date, then ABA shall refund the Exam fee less USD$275 application and administrative fees.
            3. If upon two Business Days or less prior to scheduled exam date or end of the exam window the Licensee requests to transfer, reschedule or cancel, then the entire exam fee is forfeited and no changes are permitted.
            4. ABA will permit up to two (2) consecutive transfer requests for any reason. Should Licensee not take the exam after the second transfer request, ABA will cancel the registration and provide a partial refund of the exam fee per the fee schedule above. Should Licensee wish to take the exam in the future, a new application and full fee is required. Requests to transfer will not be honored with less than two business days prior to the scheduled exam date or the end of the exam window and the entire exam fee will be forfeited. Please note that fees and refunds are based on the dates applicable to your current exam registration. ABA will consider waiving fees in case of a medical emergency. Requests will be reviewed on a case-by-case basis and supporting documentation may be required. All change and cancellation requests must be made in writing to ABA. Fees are subject to change without notice. To reschedule your exam date within the same exam window, access Scantron’s online scheduling system (referenced in your Notice to Schedule). Requests to reschedule will not be honored with less than two business days prior to the testing date appointment and the entire exam fee will be forfeited.
            5. Send all requests to transfer, reschedule, or cancel your registration in writing to [email protected]. A fee applies as noted above.
   3. ONLINE COURSES AND OTHER CONTENT. ABA’s Services include Online Courses, and may also include the additional other Content provided by ABA and other third party organizations. It may also contain Discussion Boards, Live Chat and other collaboration tools. ABA may provide the opportunity to participate in the Live Chat and the Discussion Boards.
   4. STUDENT COMMENTS/REVIEWS. Some Students, based on the individual license of Online Content, may have the ability to post commentary or reviews about ABA Online Courses after completion of an Online Course in the form of User-Generated Content (“UGC”).  Eligible Students that post UGC are required to comply with the Privacy Policies contained herein and acknowledge that there is no anonymity or anonymous posting in this context as UGC reviews shall be linked to the Student’s profile, which is available to any Licensee that has access to the LMS. Comments appearing as UGC in response to ABA Online Courses represent the opinion of the individual and do not represent the views of the ABA. ABA does not support, recognize, endorse, or have any liability in respect to the UGC posted by individuals on the LMS. Further, ABA is not responsible for any of the UGC that may contain third parties content, whether accurate or inaccurate, which is posted to or in any way connected to the LMS. The inclusion of any link to any website does not denote any approval, sponsorship, nor endorsement by the ABA and ABA is not responsible for the content, accuracy, or opinions expressed on those linked websites or related UGC. Student acknowledges and agrees the UGC shall not contain defamatory, libelous, infringing on intellectual property, vulgar, harmful, unlawful, obscene, pornographic, abusive, or illegal material, content or images of any kind, political campaigning, commercial solicitation, or any form of Hate Speech or discrimination on the basis of religion, race, nationality, gender, sexual preference, age, disability, etc., which will not be tolerated. ABA has the right but not the obligation to monitor and edit or remove any activity or UGC in its sole discretion and Student may be subject to removal or termination of access from the LMS. ABA takes no responsibility and assumes no liability for any UGC posted by Student or any third party. Student is solely responsible for any UGC submitted to the LMS and Student fully agrees to indemnify ABA and its subsidiaries and affiliates for all claims resulting from any UGC submitted by Student. This indemnity shall survive the termination or expiration of this Agreement.
      1. UGC Grant. For all UGC, Student grants ABA a nonexclusive, perpetual, royalty-free, irrevocable, and fully sub-licensable, right to use, reproduce, modify, adapt, publish, display, transmit, copy, distribute, delete, creative derivative works, sell, or incorporate into any other medium or technology either now known or hereinafter created or developed, throughout the world, for any reason as determined by the ABA, without any compensation to the Student.
   5. USE OF THE SERVICES LICENSED. Licensee is granted a limited license to use the LMS, the Online Courses and other Content in connection with the Student’s enrollment in such Services solely for personal, non-commercial use. Licensee may not, nor permit others to, otherwise copy, store in a retrieval system, transmit in any form by any means, rent, lend, disclose to third parties, sell, sublicense, alter and/or modify any materials from the Online Courses and other Content. The Online Courses and other Content 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 the ABA. Licensee affirmatively acknowledges that the use of any form of hyperlinking to the Online Courses or other Content 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. If Students of the Licensee are issued a user ID or password, Licensee agrees to hold the user IDs and passwords in strict confidence and will not reveal, share, loan or otherwise communicate any user ID or password to any other person. In the event Licensee becomes aware of or believes there has been any breach of this Agreement or of the Online Courses or other Content (for example, theft or unauthorized use of Licensee’s login or password), Licensee agrees to notify ABA immediately. The Online Courses and other Content are not intended to provide legal, financial, tax, or accounting advice. Should such advice be desired, Licensee must seek the services of a competent professional.
   6. PRIVACY POLICY FOR LMS ACCESS. ABA values and respects the privacy of its members and users of its Services, and the security of Licensee’s personal and business data. ABA will not disclose personally identifiable information associated with the use of the Services 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 Services or except as otherwise affirmatively authorized by Licensee. The LMS tracks the participation and performance of the Student taking the Online Courses. A Student who enrolls in Online Courses as part of a multi-user license through their employer’s license agrees that their employer will have access to information on the Student’s participation and performance. A Student who self-enroll for Online Courses directly with ABA or through an ABA Local Training Provider and who has their employer billed for the Online Courses agrees that information on their participation and performance shall be shared with the employer who was billed for the Online Courses, or their ABA Local Training Provider for billing purposes. ABA may collect user data in aggregated form (so that no user information is personally identifiable) to assist in market evaluation and for other purposes as reasonably determined by ABA. Notwithstanding the above, ABA may monitor the use of the Services that include any Discussion Boards, Live Chat and Ratings/Reviews. ABA may remove any postings from the Chat Room and Discussion Boards or Ratings/Reviews, which ABA believes are inappropriate or unsuitable, or infringe the copyright, trademark, trade secret, or patent rights of any third person, business, or corporation, or contain libelous, slanderous, or defamatory materials, or violate the privacy rights of any person, or constitute a violation of any United States Export Control Law or Regulation, so long as such removal is consistent with applicable federal and state laws and regulations. While ABA has the right to remove any postings in the above, ABA is not responsible for any materials posted by any Student. Third Party platform providers may present Licensee with additional terms including, but not limited to Terms of Use and Privacy Policies in order to gain access to the LMS or third party Content Providers. Licensee acknowledges that they have reviewed such provisions and their use constitutes acceptance of those terms. For all Services provided on ABA’s LMS platform, Licensee acknowledges that personal information will be processed in accordance with the Cornerstone Privacy Policy located at https://www.cornerstoneondemand.com/client-privacy-policy/.
3. GENERAL PROVISIONS.
   1. MISCELLANEOUS. This is the entire Agreement between the ABA and Registrant as to registration and attendance of the ABA Event or ABA and Licensee for the LMS Access and supersedes all other agreements, express or implied, written or oral, between the parties regarding such purchase of ABA Offerings. No modification of, or amendment to, this Agreement shall be binding unless in writing and agreed to by both parties. 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. Notwithstanding any of the above, ABA may change any of the terms in this Agreement at any time and Registrant and Licensee shall be bound by such modified terms unless ABA receives written notification of its objection to the same. When/if ABA modifies the Terms of Service, the date at the top of the Agreement will be updated and reposted. Registrant and Licensee shall fully comply with all local, state, and federal laws, ordinances, mandates, rules and regulations, including but not limited to requirements of the host facility, virtual Platform, or public health and safety organizations, which are applicable to the ABA Offerings.
   2. TERM. The use of the defined “term” shall be used generally to relate to the start and end of the ABA Offerings purchased with the specifics as set forth below.
      1. FOR ABA EVENTS. The term of this Agreement for all ABA Events shall be from the submission of the registration until the end of the ABA Event (“Term”).
      2. FOR LMS REGISTRATION ACCESS. The term of this Agreement for all licenses to Licensee shall be for a period of twelve (12) months commencing as date of purchase (“Term”).
         1. The Term for Certification holders shall be so long as active status is maintained, which requires maintenance of annual Continuing Education (“CE”) Credits, payment of renewal fees, and adherence to the Profession Code of Conduct referenced available at https://www.aba.com/training-events/certifications/maintaining-your-certification/certification-code-of-ethics. If a Certification holder is deactivated for failure to maintain requirements for active certification, then access herein shall cease immediately upon notification of deactivation status.
   3. TERMINATION.
      1. The ABA reserves the right to terminate this Agreement without notice prior to the expiration of the Term if, in its sole judgment, ABA determines that purchaser of ABA Offerings violated the terms of this Agreement and no refund shall be offered in this instance, as violations are a material breach of this Agreement. This Section shall be consistent with the specific cancellation provisions herein for the specific ABA Offerings.
      2. Upon termination of the LMS Registration Access, Licensee agrees not to further utilize or otherwise access the login and registration for the Services. If the Online Courses or other Content is made available to the Student through the employer’s license with ABA, then ABA offers the Services to Student who registers for Online Courses or other Content during the Term of the employer’s license (as part of the Group License and not the individual license as a Student). A Student who enrolls in the LMS through a multi-user license through their employer’s license, then the Student will have access to the LMS as determined by their employer during the term of the multi-user license. The ABA reserves the right to terminate this Agreement if the employer terminates its license or ABA, in its sole judgment determines that there has been a violation of the terms of this Agreement.
   4. NON-DISCRIMINATION POLICY. The ABA reaffirms its standing policy of non-discrimination in employment and in all of its Offerings with respect to race, color, religion, national origin, sex, age, marital status, personal appearance, sexual orientation, gender identity or expression, family responsibilities, genetic information, disability, matriculation or political affiliation. In addition, the ABA Offerings are operated on the basic principle of respectful treatment for all persons and, accordingly, are firmly committed to ensuring a harassment-free, positive learning environment for all its Registrants or Licensees.
   5. CODE OF CONDUCT. ABA’s expectation is that purchasers of ABA’s Offerings share ABA’s commitment to human rights, diversity, and equal opportunity in the workplace and shall without limitation: (i) cooperate and support ABA’s commitment to a workforce and workplace based on respect and free of harassment and unlawful discrimination; (ii) recognize that ABA embraces and encourages differences and other characteristics that make our employees, Registrants, Licensees, customers, members, participants, vendors and their representatives unique.   ABA will not tolerate discrimination or harassment as enumerated in Section 3.4 above and (iii) not engage in abuse whether physical or verbal or other forms of harassment or intimidation.
      1. Warranty. Purchaser of ABA’s Offerings warrants that the behavior displayed online or in attendance at the ABA Events shall (i) be in a manner consistent with all applicable laws and regulations, in accordance with the terms and conditions, including the code of conduct set forth in this Agreement, and (ii) not include any libelous, slanderous, or defamatory materials or statements or infringement of the copyright or other intellectual property rights of any third person, business, or corporation. Except for authorized sponsors, exhibitors, and faculty, purchaser of ABA’s Offerings further warrant to not post or distribute any unsolicited or unauthorized advertising or promotional materials. All purchasers of ABA Offerings shall not use any device, software or routine intended to damage or interfere with the proper working of the LMS or Platforms. Purchaser of ABA Offerings agrees that in the event of any actual or suspected infringement of the ABA’s intellectual property, including, but not limited to copyright rights of the ABA, then Registrant or Licensee shall promptly report such infringement to the ABA. The ABA or its Content Providers/Licensors shall determine whether or not to institute any demand, suit, or action with respect to the infringement of its copyright rights. Purchaser of ABA Offerings agrees to cooperate with any such demand, suit, or action. Purchaser of ABA’s Offerings further warrants abiding by its own institutions’ rules regarding professional behavior and acknowledges that this code of conduct is in addition to and not in replacement of their employer’s policy. 
      2. Violations. It is the purchaser of ABA’s Offerings responsibility to ensure that understanding and compliance with this Section and to inform the ABA contact (either on site or online) if any situation develops in violation of this Section.  Upon notification to ABA of a possible violation of this Section, then the ABA contact will conduct an inquiry and provide a determination of consequences. Such determination shall be at the discretion of the ABA contact and on a case-by-case basis. Purchaser of ABA’s Offerings further agrees and acknowledges that violations of this Section may result in ABA taking action, at its sole discretion on a case-by-case determination, including but not limited to, demand for a verbal apology, issuing a written reprimand, removal from an ABA Event or Platform immediately and without refund, disqualification from further business with ABA, and/or reporting of the violation to the employer, security and law enforcement. Alternatively, any violations may be reported to the ABA Hotline at 800-732-6190.
      3. Violations of Certification Exams Any person found to have violated any of the rules governing ABA Professional Certifications exams, or to have conducted themselves in a dishonest or unethical manner with respect to the taking of an ABA Professional Certifications exam is subject to sanctions determined to be appropriate by ABA Professional Certifications, in its sole discretion, including, but not limited to: denial of certification; denial of the right to take any or all ABA Professional Certifications examinations. Answer sheets provided at paper/pencil testing sites determined, before grading, to have been completed by a person who has violated ABA Professional Certifications examination rules will not be graded. ABA reserves the right to pursue any and all remedies available to it, including legal remedies, with respect to any violation of its examination rules against anyone who violated ABA Professional Certifications examination rules or aided another in violating these rules.
   6. DISCLAIMER OF WARRANTY. The ABA Offerings and its content is provided AS IS and without warranty. Neither ABA nor its content providers/Content Licensors, faculty, or speakers warrant or guarantee that the foregoing will satisfy the intended use by Registrant or Licensee or make any representations about the suitability of the ABA Offerings or its content for the Registrant’s or Licensor’s requirements or about any content or information made accessible by the ABA Offerings for any purpose. ABA does not guarantee nor make any representations regarding the accuracy, completeness, timeliness, merchantability, or fitness for a particular purpose of the content contained within ABA offerings. Further, ABA and its content provider hereby disclaim all warranties not expressly made in this Agreement, including without limitation, non-infringement, the implied warranty of quality of computer programs, the implied warranty of informational content, the implied warranty of merchantability, the implied warranty of fitness for a particular purpose, and the implied warranty of system integration. ABA does not warrant that the online courses or platforms will be uninterrupted or error free, or that the online courses or platforms are free of bugs, worms, viruses, and other defects. ABA makes no warranties regarding the compatibility of the Online Courses or Platforms with the Registrant or Licensees employer’s hardware or software. This disclaimer of warranties shall survive the termination or expiration of this Agreement.
   7. LIMITATION OF LIABILITY. ABA and its content providers/Content Licensors shall not be liable for any indirect, incidental, special or consequential damages of any sort relating to this Agreement, or for loss of profits, revenue, or data, whether in an action in contract, tort, product liability, even if advised of the possibility of those damages. Reference therein to any specific product, process or service does not constitute or imply an endorsement, recommendation or favoring by the ABA, unless explicitly expressed. ABA is not responsible for, and expressly disclaims all liability for, damages or any kind arising out of the use, reference to or reliance on, or performance of such content from the ABA Offerings. This Limitations of Liability shall survive the termination or expiration of this Agreement.
      1. For LMS Access. In no way limiting the generality of any of the foregoing, ABA shall not be liable under any theory, for any damages suffered by any third party or any person, including but not limited to Licensee, or, if applicable, any authorized Student or client of a licensed employer, where such damages arise from the use of information in, or derived from the Online Courses or other Content. In any event, ABA’s liability with respect to the Services provided herein shall not exceed the amount of aggregate payments from the Licensee during the Term of this Agreement, even if any term of this Agreement fails of its essential purpose.
   8. INDEMNIFICATION. Purchaser of ABA Offerings hereby indemnifies and will defend and hold ABA harmless against all claims, damages, injuries or deaths, judgments, liabilities and expenses (including reasonable legal costs and attorney fees) arising from or in connection with Registrants or Licensees breach of this Agreement, misuse or negligence, or a violation or alleged violation of ABA's or its Content Providers/Licensor’s proprietary information, trademark, copyright, or other intellectual property rights. The obligation to indemnify will survive the termination or expiration of this Agreement.
   9. GOVERNING LAW. This Agreement, and any disputes or disagreements concerning the ABA Offerings shall 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. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
   10. FORCE MAJEURE. ABA shall not be liable or responsible to the Registrant or Licensee for any loss or damage for any delays or failure to perform due to causes beyond its reasonable control and/or causes making it illegal, impossible, or commercially impractical to perform including, but not limited to: acts of God, strikes, work stoppage, labor dispute, health epidemics or the outbreak of disease in the host city, war, riots, flood, fire, sabotage, terrorist activity or a threat thereof, cancellation or restriction of commercial air travel or other curtailment of transportation preventing at least twenty five percent (25%) of attendees from traveling to the host city, order or restriction by any governmental authority, or any other circumstances of like character.  This Agreement may be terminated or performance excused immediately by ABA without penalty or liability for any one or more of such reasons.
       1. In-Person ABA Events. For any cancellation of in-person ABA Event due to Force Majeure by ABA, ABA may offer Registrant the following options: (i) transfer the registration, at no cost, to another Event; or (ii) if available and being offered, select an alternative method of attendance (teleconference, video conference, webinar). The availability and delivery method of this option is at ABA’s sole discretion, or (iii) select to receive a full refund of the registration fees. Please note that this policy governs the cancellation for the ABA Event only and any Hotel reservations or supplemental costs (i.e. shipping) will need to be cancelled separate and apart from the Section either directly through the Hotel, the applicable registration housing vendor, or third-party vendor.
       2. Exhibitors or Sponsors. For any cancellation of in-person ABA Event due to Force Majeure by ABA, ABA may offer exhibitors and sponsors a refund, which will be pro-rata on any rental fee paid, less any legitimate expenses incurred by ABA for advertising, administration and related costs. Cancellations under these circumstances must be made in writing and sent to [email protected] for attendees and [email protected] for exhibitors and sponsors prior to the start of the ABA Event.
       3. Corporate Travel Ban. If the purchasing institution has announced a ban on all non-essential corporate travel, ABA shall make case-by-case determinations regarding cancellation/refund options for Registrants. For all exhibitors and sponsors institution’s that have announced a ban on all non-essential corporate travel, ABA will offer the ability to participate in an alternative method of delivery, if available, or allow exhibitor/sponsor to transfer the credit to another ABA Event. ABA reserves the right at its sole discretion to suspend, cancel or alter this policy at any time. Please contact 1-800-BANKERS (800-226-5377) with any questions or concerns regarding this policy.
   11. ASSIGNMENT.  The purchaser of ABA Offerings may not assign this Agreement in whole, or in part, without the prior written consent of the ABA. Any attempted assignment absent such consent shall be void.
   12. COMPLIANCE WITH LAW.  The purchaser of ABA Offerings and ABA acknowledges and agrees to fully comply with all applicable federal, state and local laws, ordinances, rules and regulations, which are applicable to the either party’s performance of this Agreement.
   13.  CONFIDENTIALITY. Each party acknowledges, to the extent applicable, that in the event that information supplied by the disclosing party and designated as proprietary and/or confidential and disclosed in connection with the ABA Offerings (“Confidential Information”) is the proprietary information of the disclosing party. Further, the receiving party of any Confidential Information agrees: (i) to hold Confidential Information of the other party in strictest confidence; (ii) not to make use of Confidential Information of the other party other than to perform the obligations under this Agreement; and (iii) not to disclose Confidential Information of the other party to third parties except as directed by a party to this Agreement or as reasonably requested by third party providers of licensed content. “Confidential Information” will not include information that: (a) is in or enters the public domain without breach of this Agreement; (b) the receiving party previously possessed, or lawfully received from a third party without restriction on disclosure and without breach of a nondisclosure obligation; or (c) the receiving party develops independently, which it can prove with written evidence. Each party acknowledges that the other party will have the right to obtain injunctive relief in order to prevent irreparable harm to its Confidential Information.
   14. INFORMATION SECURITY. To the extent applicable, Registrant and Licensee warrants and represents that it (i) shall maintain commercially reasonable information security policies; and (ii) shall only use service providers that have commercially reasonable information security policies in place. The purchaser of ABA Offerings agrees and acknowledges that in the instance of any data breach or unauthorized release of personally identifiable information of ABA’s potential or current personnel or members or ABA confidential or proprietary information, the Registrant or Licensee shall comply with all applicable United States federal or state laws as well as the European Union General Data Protection Regulation, and other applicable international privacy laws. ABA shall be notified in writing promptly after discovery of such breach.
   15. BILLING INFORMATION.  Any changes in billing information must be submitted to [email protected] and include all of the following information: contract description, contract value, names of signatories of contract for each party and dates of signature for each, current billing information, proposed billing information, and three authorized vendor representatives and contact information (phone AND email). Proposed changes will not be executed until all information has been submitted, verified and acknowledged by ABA.
   16. NOTICE. 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: To ABA: ATTN General Counsel, Office of the General Counsel, American Bankers Association 1333 New Hampshire Avenue NW, Washington, DC 20036-1532. For any questions about these terms and conditions, please send inquires to the address set forth above or contact 1-800-BANKERS (800-226-5377) or [email protected] to be directed to the appropriate contact.