PLEASE READ THIS AGREEMENT BEFORE USING OR ACCESSING ANY COURSE MATERIALS PROVIDED BY THE AMERICAN BOARD OF FORENSIC ACCOUNTING.

This Agreement is between you (“User”) and the American Board of Forensic Accounting (“ABFA”). ABFA agrees to provide User with the “Course Materials,” which may include the ABFA website, any software or documentation associated with ABFA courses, programs, certifications, or licenses, and, without limitation, the following materials:

• Interactive learning slides
• PowerPoint presentations
• Videos
• Practice questions
• Assessment tests
• Other interactive learning material
• Any other educational material

Summary of Key Terms. By clicking the box on the registration form and registering, User agrees to adhere to the terms and conditions in this Agreement. The full terms and conditions are described below. However, we wish to draw your attention to the following key provisions:

• Intellectual Property: ABFA owns all intellectual property related to the Course Materials.
• Limited License: ABFA grants you a limited license to use and access the Course Materials for personal use. You may not copy, share, or modify the Course Materials.
• Confidentiality: You must maintain the confidentiality of all Course Materials for a period of five (5) years from the date of this Agreement.

License. ABFA grants User a non-exclusive, revocable license to use the Course Materials for personal use in connection with an ABFA course. User shall not copy, lease, assign, convey, share, modify, or distribute the Course Materials, nor will User attempt to modify, adapt, create derivative works from, decompile, disassemble or reverse engineer the Course Materials. The only use of the Course Materials by User shall be for User’s personal usage in connection with a course offered by ABFA in which User is or has been enrolled. User will not install or copy the Course Materials onto a network server, use the Course Materials in a time-sharing arrangement, or make any other unauthorized use of the Course Materials. Further, User acknowledges and agrees that it receives no license for the human readable code of any Course Materials or related software (source code).

Term and Termination. This Agreement is effective until terminated. User may terminate this License Agreement at any time and for any reason by permanently deleting the Course Materials, and any backup or archival copies. ABFA may also terminate this Agreement at any time and for any reason by providing notice of termination to the email address it has on file for User. Upon termination, User’s use of or access to Course Materials will no longer be permitted. However, provisions in this agreement with respect to Confidentiality shall remain in force and effect for the time period stated in those provisions.

Assignment and Transfer. This Agreement shall be binding upon User, its successors, and assigns, provided that User may not assign, convey, sell, gift, devise, bequest, lease, license, sub-license, rent, loan, or otherwise transfer this Agreement, or any portion thereof, without the prior written consent of ABFA. ABFA may transfer or assign its rights and responsibilities under this Agreement without consent from User.

Intellectual Property. The Course Materials are ABFA’s intellectual property, and may be protected as copyrights, trademarks, or trade secrets. User acknowledges and agrees that it has no right, claim, title, or interest in or to any such Course Materials, and that any suggestions, comments, questions, feedback, or other information provided to ABFA that appears in, contributes to, or otherwise results in the modification or expansion of Course Materials shall inure to. Survey information may be displayed on the ABFA website (abfa.us).

Confidentiality. User agrees that the Course Materials contain proprietary or confidential information, some or all of which may qualify for protection as trade secrets. User further acknowledges and agrees that all Course Materials are conveyed to User under conditions of confidentiality. Accordingly, User shall not share or disclose the contents of any Course Materials to anyone for a period of five (5) years following the date of this Agreement. User shall establish policies and procedures to ensure the security and integrity of the Course Materials against unauthorized access by third parties, both in digital and physical form. User shall be liable for any damages resulting from its failure to maintain adequate security protocols or otherwise preserve the integrity and confidentiality of information contained within or related to the Course Materials. For purposes of this provision, confidential information shall include, but not be limited to, the Course Materials and any associated or related information, documents, data, software, programs, apps, materials, specifications, designs, ideas, plans, test information, pricing information, organizational structure, instructional techniques, and methodologies.

Indemnification. ABFA shall not undertake to resolve any disputes or litigation on User’s behalf that arise out of or are in any way related to the Course Materials or any associated training, certification, or licensing program. User agrees that it shall defend, indemnify, and hold ABFA harmless against any disputes involving or related to User, the Course Materials, or this Agreement.

Disclaimers. THE COURSE MATERIALS ARE PROVIDED “AS IS,” AND WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND TITLE. ABFA SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF ABFA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to User. In such jurisdictions, ABFA’s liability is limited to the extent permitted by law.

Severability. If any provision of this Agreement is held invalid, such invalidity will not affect the applicability of the remaining provisions of this Agreement.

Choice of Law. Any dispute arising out of or related to Agreement shall be construed and controlled by the laws of the State of California, without respect to its choice of law principles. The sole and exclusive venue for such disputes shall be the state and federal courts of Kern County, CA or, at the discretion of ABFA, Los Angeles County, CA or San Diego County, CA.

Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties, and may be amended or modified only in writing.

Authority. The Parties knowingly and expressly consent to the foregoing terms and conditions, and have full authority to enter into this Agreement.