SINGLE END USER LICENSE AGREEMENT
This single End User License Agreement ("EULA") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as "You") and the Association of Certified Fraud Examiners, Inc., its successors, and assigns (“ACFE”), for Your use of the ACFE Software Product that accompanies this EULA. For purposes of this EULA, the term “Software Product” includes:
- the “Software,” meaning computer programs facilitating the accompanying product, including access to the BenchPrep platform or other platform where Content is stored, and also including, but not limited to, codes, techniques, software tools, formats, designs, methods, processes, know-how and ideas; and any and all copies, modifications, upgrades, updates, enhancements, and new releases thereof made available to You;
- the “Content,” meaning the educational and other content contained in the accompanying product, including but not limited to the database of preparatory lessons, questions, answers, and explanations; preparatory flashcards and learning aids; the Fraud Examiners Manual; the CFE Exam Review Course (“Review Course”) workbook, presentation slides, and any Review Course materials (for users who purchased any version of the Review Course); the CFE Exam Study Guide, and other exam preparatory materials, whether in printed or electronic form;
- any other printed or electronic materials, associated media, or documentation contained in the accompanying product.
ACCEPTANCE OF TERMS
BY ACCESSING, LOADING, OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU ACCEPT AND AGREE TO THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT OR AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THIS SOFTWARE PRODUCT. PROMPTLY RETURN THIS SOFTWARE PRODUCT TO ACFE WITHIN 30 DAYS OF RECEIPT ALONG WITH ANY OTHER MATERIALS RECEIVED UNOPENED AND UNUSED AND YOU WILL RECEIVE A FULL REFUND.
GRANT OF LICENSE
Subject to completed payment for the Software Product and Your compliance with this EULA, the Software Product is licensed, not sold, to You for a period not to exceed one year (“License Term”) from the date on which You receive the Software Product. ACFE grants You and You hereby accept, without the right to sublicense, a limited, revocable, nontransferable, nonexclusive license to access and use the Software Product solely for its intended purposes as a single-user preparation tool to assist You in passing the CFE Exam. Once You have passed all four sections of the CFE Exam, Your license shall terminate, and the database of preparatory lessons, questions, answers, explanations, and other preparatory aids on this Software Product will be disabled and You will no longer be able to access them; however, You will still be able to access the Fraud Examiners Manual. If You have not passed all four sections of the CFE Exam at the end of the License Term or a Renewal Term, You may renew the license for an additional year (“Renewal Term”) by purchasing the renewal at the ACFE’s then-current pricing, subject to Your compliance with the terms of this EULA and any updates to such terms.
At NO time does this license grant You the right to provide or permit access or use of the Software Product or any portion of the Software or Content by someone other than the single user. You may not share, allow access to, license, sublicense, sell, disclose, publish, lend, rent, create derivative works, lease or otherwise transfer the Software Product or any portion of the Software or Content to any third party without the express prior written consent of ACFE. Any copy of the Software Product or of any portion of the Software or Content made by You will be the property of ACFE and/or its suppliers and is subject to this EULA. This license will terminate automatically if You use or permit the access or use of the Software Product or any portion of the Software or Content in any manner not permitted by this EULA. In the event of such termination, You will immediately cease all use and access to the Software Product and return to ACFE or destroy any copies of the Software Product. You may not: (i) modify any Software or Content other than for Your own use in accordance with this EULA; (ii) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code to any Software; (iii) translate or create any derivative work based on any Software or Content; (iv) copy or reproduce any portion of the Software or Content, except as expressly permitted by this EULA; (v) operate the Software on more than one device at a time.
PROPRIETARY RIGHTS
The Software Product contains and involves valuable copyright, trade secrets, trademark, and other proprietary rights which belong exclusively to ACFE and/or its suppliers and are protected by applicable copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. ACFE and its suppliers reserve all respective rights in and to the Software Product except those which are expressly granted by this EULA. No title to or ownership of the Software Product is transferred to You. You will not infringe and will take appropriate steps for the protection of such rights. You may not remove, obscure or alter any notice of copyright, trademark, trade secret or other proprietary rights relating to or appearing anywhere on the Software Product. ACFE may at any time replace, modify, enhance, or otherwise change any portion of the Software Product. You will not authorize anyone else to do anything prohibited by this EULA.
DATA COLLECTION
In connection with Your use of the Software Product, ACFE may collect, retain, disclose and use certain information (“Collected Data”). ACFE uses such Collected Data to enable, optimize, and provide maintenance/support to You and to improve the Software Product and the ACFE’s products and services in general. For more information on how ACFE collects and uses data, please view our Privacy Policy at /privacy-policy.aspx.
LIMITED WARRANTY
ACFE warrants solely to the person who directly acquires each license from ACFE (and not to any transferee of the person who directly acquires each license from ACFE) that (i) it has full right and authority to enter into this Agreement; and (ii) the Software Product will perform substantially in accordance with the accompanying specifications published by ACFE for a period of one year from the date of receipt. If an implied warranty or condition is created by Your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, You also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (ONE YEAR). AS TO ANY DEFECTS DISCOVERED AFTER THE ONE YEAR PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to You.
YOUR EXCLUSIVE REMEDY
ACFE's and its suppliers' entire liability and Your exclusive remedy shall be, at ACFE's option, subject to applicable law, (a) return of the price paid (if any) for the Software Product, or (b) repair or replacement of the Software Product that does not meet the Limited Warranty, provided that the defective Software Product is returned to ACFE with a copy of Your receipt. You will receive the remedy elected by ACFE without charge, except that You are responsible for any expenses You may incur (e.g. cost of shipping any portion of the Software Product to ACFE). This Limited Warranty is void if failure of the Software Product has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. To exercise Your remedy, contact ACFE Member Services at the address set forth in the documentation included in the Software Product or on www.ACFE.com.
DISCLAIMER OF WARRANTIES
THE LIMITED WARRANTY THAT APPEARS ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACFE AND ITS SUPPLIERS PROVIDE THE SOFTWARE PRODUCT AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OR RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ACFE DOES NOT WARRANT THAT THE SOFTWARE PRODUCT IS FREE FROM ALL BUGS, ERRORS AND OMISSIONS. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ACFE OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF ACFE OR ANY SUPPLIER, AND EVEN IF ACFE OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABILITY AND REMEDIES
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF ACFE AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY ACFE WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR U.S. $5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
If You are a customer who is a consumer, You may have legal rights in Your country of residence which would prohibit the foregoing limitations from applying to You, and where prohibited they will not apply to You. To find out more about rights, You should contact a local consumer advice organization.
SURVIVAL
The following provisions of this EULA shall survive termination of this EULA: PROPRIETARY RIGHTS; LIMITED WARRANTY; YOUR EXCLUSIVE REMEDY; DISCLAIMER OF WARRANTIES; EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES; LIMITATION OF LIABILITY AND REMEDIES; EXPORT CONTROL; CONTROLLING LAW AND SEVERABILITY; ARBITRATION; ATTORNEYS’ FEES.
EXPORT CONTROL
You may not use or otherwise export or re-export the Software Product except as authorized by United States law and the laws of the jurisdiction(s) in which the Software Product was obtained. In particular, but without limitation, the Software Product may not be exported or re-exported (a) in violation of any U.S. embargoes or sanctions or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software Product, You represent and warrant that You are not located in any such country or on any such list and that ACFE’s license of the Software Product to you will not violate any applicable embargoes, sanctions, or other trade restrictions. You also agree that You will not use the Software Product for any purposes prohibited by United States law.
ENTIRE AGREEMENT
This EULA (including any addendum or amendment to this EULA which is included with the Software Product) is the entire agreement between You and ACFE relating to the Software Product and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any ACFE policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.
AMENDMENTS TO THIS EULA
ACFE may, in its sole discretion, amend the terms of this EULA from time to time. ACFE will notify You of any such amendments. Your continued use of the Software Product after notice to such amendments shall constitute Your consent and acceptance of any such amendments.
CONTROLLING LAW AND SEVERABILITY
This License will be governed by and construed in accordance with the laws of the State of Texas and the United States of America, excluding its conflict of law principles. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If You are a consumer based in the United Kingdom, this License will be governed by the laws of the jurisdiction of Your residence. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force or effect.
ARBITRATION
In the event a dispute between You and ACFE arises under this EULA, it is hereby agreed that the dispute shall be resolved by arbitration and administered by the International Chamber of Commerce in accordance with its Rules of Arbitration. There will be one arbitrator named in accordance with such rules. The arbitrator’s decision shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other party is entitled of costs of suit including reasonable attorneys’ fees for having to compel arbitration or defend or enforce the award. The arbitration will be conducted in the English language in the city of Austin, Texas, United States, in accordance with the U.S. Federal Arbitration Act. The arbitrator shall decide the dispute in accordance with the substantive law of the state of Texas, except as otherwise provided in this EULA.
ATTORNEYS’ FEES
In any action or suit to enforce any right or remedy under this EULA or to interpret any provision of this EULA, the prevailing party will be entitled to recover its fees and costs, including reasonable attorneys’ fees.
U.S. GOVERNMENT RESTRICTED RIGHTS.
This is Commercial Computer Software. Thus, the Federal Government only obtains the rights to use this Software and Database stated in this software license or in any addendum thereto.48 C.F.R. 12.212; 48 C.F.R. 227.7202-3 through 227.7202-4, as applicable.