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Practical CECL Transition Guide License Agreement

Practical CECL Transition Guide License Agreement

Abrigo (“Sageworks” or “Licensor”) provides the contents (“Contents”) of this guide and its associated materials, in good faith, for educational purposes only, and as a courtesy to the industry Sageworks is privileged to serve.

Be sure to carefully read and understand all of the Terms and Conditions described in the Practical CECL ™ Transition Guide License Agreement (“Agreement”). Using any of the Contents constitutes actions demonstrating that You (“You” or “Licensee”) acknowledge and concur that You fully understand and agree to be bound by the terms of this Agreement. Using any of the Contents constitutes an action demonstrating Your acknowledgement and concurrence that You fully understand and agree to be bound by the terms of this Agreement.

Abrigo has no obligation to maintain or include any updates, upgrades, add-on components, support, answers to questions, or supplements to the Contents that Abrigo may provide to You or make available to You after the date that You obtain Your initial version and/or access to the Contents. By using the Contents, You agree to be bound by the terms of this Agreement. If You do not agree to all of the terms of this Agreement, do not use or distribute the Contents.

  1. Definitions
    1. “Contents” refers to information provided to a Licensee by Abrigo.
    2. “License” refers either to this Agreement or to the permission to do an act allowed by Abrigo which, without such permission, violates this Agreement or is illegal.
    3. “Licensee” refers to You or Your agents through You.
    4. “Licensor” refers to Abrigo.
    5. “Materials” includes, without limitation, one or more of the following: the Content incorporating by reference this License whether accessed electronically, in printed or other form. Materials may include forward looking statements as examples, for which Licensee assumes sole responsibility if relied upon. Use of Materials for any practical purposes is at Licensee’s sole assumption of all risks.
    6. “Work” includes Contents or Materials.
    7. “You” or “Your ” means or refers to the individual (whether a legal or juridical person, and/or its, his, or her agents as the case may be) who accepts this Agreement, and no other person.
  2. Ownership. The Contents are proprietary to Abrigo, which retains exclusive right, title and interest in and to the copyrights and other Intellectual Property rights in the Contents.
    1. Abrigo’s rights are protected by federal and state copyright, trade secret and intellectual property laws. Licensee has no ownership rights in the Contents.
    2. The Contents are only licensed as set forth herein. It is not sold or to be sold. The License granted by this Agreement is not a sale of the original Contents or any copy. Title to, ownership of, and all rights and interests in, the Contents, and all copies thereof, remain at all times vested in Abrigo. The License granted by this Agreement, although You are charged no fee, only gives You the right to access and use the Contents in accordance with the terms of this Agreement.
    3. Abrigo (“Abrigo”) owns all proprietary rights in and to the produced, trademarked, copyrightable and/or copyrighted or otherwise created Materials described herein (collectively known or referred to as the “Work”), and has the exclusive right to License to others the right to produce, copy, make, sublicense or sell the Work.
    4. Licensee acknowledges that Licensee shall do nothing inconsistent with such ownership. Licensee further agrees that it will not claim ownership rights to the Work, or any derivative, compilation, sequel or series, or related Work owned by or used by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Work other than the right to use the same in accordance with the terms of this Agreement. Licensee agrees not to make similar derivatives of the Work. Licensee admits the validity of all copyrights for the Work and all associated intellectual property registrations, and acknowledges that any and all rights that might be acquired by Licensee because of its use of the Work shall inure to the sole benefit of Licensor.
  3. Grant of License. Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferrable License to use the Work solely for purposes of education, in the course of its business and for its own internal business purposes, and for no other purpose whatsoever without the express written permission of the Licensor. Further,
    1. Licensee shall not sell the Work in any way.
    2. Licensee may copy and share the Work in accordance with the terms of this Agreement, for general information with third parties in the same business as Licensee, or promotional materials for the Work, and for its own internal business purposes and not in competition with Licensor. Any other use made by Licensee, including but not limited to delivery to a competitor of Licensor, shall only occur upon the receipt of prior written approval from Licensor.
    3. Licensee shall not sell, grant sub-Licenses or distribute the Work in any other way than information-sharing among its agents or fellow institutional third parties without the prior express written approval of Licensor.
    4. Licensee hereby accepts such License and agrees that Licensee shall not use the Work except in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that the License granted herein is non-exclusive and that Licensor may License others to use the Work.
    5. ALL RIGHTS NOT EXPRESSLY GRANTED TO LICENSEE IN THIS AGREEMENT ARE RESERVED BY ABRIGO.
  4. Non Confidentiality of Materials. The Contents are not confidential, though proprietary to Abrigo. The information contained therein is of value to the industry and its professionals. Licensee is permitted to forward or share the Materials in unedited, unaltered, unmodified, and unannotated form, but is strictly not permitted to sell, publish, or otherwise make commercial use of or profit from the Materials in any manner.
  5. Use of Contents.
    1. Contents are inherently broad in nature and may not apply to Licensee, Licensee’s institution or intended use.
    2. Use of any Contents for any purpose whatsoever is at the Licensee’s own risk.
  6. Term and Termination.
    1. This Agreement shall commence as of the Effective Date and shall continue in full force and effect for a period of one year.
    2. In the event that Licensee sells all of its assets to a third party, or otherwise ceases to exist in its current form, Licensor, at its discretion, may immediately terminate this Agreement.
    3. Upon termination or expiration of the License granted under this Agreement by operation of law or otherwise, all rights, including the right to use the Work, privileges and obligations arising from this Agreement shall cease to exist.
  7. Fees. Licensor agrees that Licensee need pay no fees.
  8. Use of the Work. Licensor shall have control over the quality of use of the Work and the quality of any goods and/or services sold under or related to the Work.
    1. Unless notified otherwise, Licensor’s logo, copyright notice and/or trademark notices, references to this License, or other markings need to remain and are to be so displayed on each copy of the Work published.
    2. For all distribution by Licensee of the Work, no modifications of any kind, including annotations, omissions, redactions, rescissions, conversion to other media, or removal of reference to this License, are permitted.
    3. For all distribution by Licensee of the Work, the work in its entirety must be distributed.
    4. For all distribution by Licensee of the Work, Licensee shall display with the Work the approved Abrigo name, its logos, or other notices notifying third parties of the copyright and/or trademark rights owned by Abrigo and attached to the Work and/or Licensed by this Agreement.
    5. Licensee agrees to mark all Work with any logos, copyright and/or trademark notices provided by Licensor and comply with any reasonable standards promulgated by Licensor that relate to the intellectual property protection and use of the Work by Licensee.
    6. Licensee shall provide Licensor, upon Licensor’s request, with representative samples of how Licensee is using the Work. If, at any time, any use of the Work fails to conform to Licensor’s standards, Licensor may provide to Licensee notice of said failure. Licensee shall cure said failure within fifteen days from the date of such notice. In the event that said failure is not cured within the period described in the preceding sentence, Licensor may then terminate this Agreement immediately and non-conforming copies of the Work shall be destroyed by Licensee or promptly submitted to Licensor.
    7. If Licensor fails to approve any modifications or changes to the Work or this License, Licensor’s approval shall not be deemed to have been granted.
  9. No Legal Advice. Licensee expressly acknowledges and agrees that any information or Materials, written or oral, provided by Abrigo or any Abrigo’s Representatives, Affiliates, Authorized Users, Employees, Customers or other Agents, including without limitation any sample agreement terms, within or in the context of this Content, do not constitute legal advice and that such information or Materials are provided solely in connection for purposes of education and attempting to assist Licensee in understanding relevant accounting standards.
  10. Indemnification.
    1. Licensee shall fully indemnify, defend, and hold harmless Licensor from and against any and all claims, losses, damages, expenses, and liability — other than those for infringement, including without limitation, suits arising from offering, promoting, advertising, or use by Licensee, or any of its authorized sublicenses, of the Contents, whether or not such use conforms to standards set by Licensor, provided that such claim, loss, damage, expense, or liability does not arise from the negligence of Licensor.
    2. Licensor has the right, but shall not be obligated, to obtain and maintain federal intellectual property registration of the Work. In the event that Licensee becomes aware of any claimed or alleged infringement of the Work by a third party, Licensee shall promptly advise Licensor in writing of the nature and extent of such infringement or dilution. Licensor has no obligation to take any action whatsoever in the event that any infringement or dilution occurs with respect to the Work, but Licensor shall have the sole right to determine whether any action shall be taken. In the event Licensor sues or takes other action, legal, equitable, administrative, or otherwise, to stop an infringement or dilution of the Work, Licensee shall cooperate fully with Licensor. Licensee has no right to enforce the Licensor through litigation without prior written authorization of Licensor. In any legal action arising from use, or ownership rights of the Work, where both Licensor and Licensee are co-parties, Licensor retains the right to control the litigation, including any and all settlement negotiations.
  11. Disclaimer of Warranties and Limitation of Liability.
    1. THE INFORMATION ARE PROVIDED BY ABRIGO ON AN “AS IS” AND “AS AVAILABLE” BASIS. ABRIGOMAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE EDUCATION BENEFITS OF THE CONTENT. LICENSEE UNDERSTANDS AND AGREES THAT LICENSEE USES THE CONTENT AT LICENSEE’S SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ABRIGO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ABRIGO DOES NOT WARRANT THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR DEFECTS. ABRIGO WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF OR LACK OF ACCESS TO THE CONTENT, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL AND CONSEQUENTIAL DAMAGES.
  12. Assignment. This Agreement (including, without limitation, the License granted hereunder) is personal to Licensee and shall not be assigned or transferred by Licensee, including, without limitation, by operation of law, except that, and only with prompt written notice to Licensor, the Agreement may be transferred to a purchaser of all or substantially all of the assets of Licensee. Any attempt on the part of Licensee to assign, sub-License, or transfer Licensee’s rights under this Agreement, except as provided herein, shall be invalid and void. Licensor shall have the right to assign and/or License its rights and obligations under this Agreement and all its right, title and interest in the Work without the consent of Licensee.
  13. Notices. Any notice, demand or request required or permitted to be given under the provisions of this Agreement shall be in writing and delivered personally or by registered or certified mail, return receipt requested, with postage prepaid and addressed to the last known persons and last known addresses as each party may know of the other party. Any such notice shall be effective when received.
  14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of State of North Carolina, County of Wake, without regard to the conflicts of laws rules thereof.
  15. Independent Relationship. Licensor and Licensee are independent entities and are not and shall not be construed as joint venturers, partners, employer/employee, or agents of the other, and neither shall have the power to bind or obligate the other, except as set forth in this Agreement.
  16. Miscellaneous. This Agreement constitutes the entire Agreement and understanding of the Licensor and Licensee with respect to the subject matter hereof, superseding any and all prior agreements, understandings, negotiations, and discussions.
    1. No amendment, alteration, modification, or waiver of this Agreement shall be binding unless evidenced by an instrument in writing signed by the party against whom enforcement thereof is sought.
    2. If any provision of this Agreement, or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provisions to any other persons or circumstances, shall not be affected thereby.
    3. This Agreement need not be executed only accepted by the terms stated herein as the Content is distributed for educational purposes and without consideration to Abrigo other than acceptance of this Agreement.

In consideration of the use of the Content, Licensee accepts this Agreement. Licensee agrees to ensure that Licensee’s employees, partners, agents, contractors, subcontractors and any other person using the Content on Licensee’s behalf shall comply with, be bound by, and aware of these Terms. The Contract is formed when Licensee uses or distributes the Content; No funds need be charged or exchanged.