BAI provides compliance and professional development training courseware to entities such as financial services organizations. BAI’s compliance training is designed to assist Clients in meeting regulator training requirements as part of a Client’s comprehensive compliance program.  The following are BAI Compliance Programs:

“Banking Series” is BAI’s Compliance library of courses and resources intended for all bank employees, and is focused on banking regulations, product information, human resources training, overall skills and responsibilities.

“Credit Union Series” is BAI’s Compliance library of courses and resources intended for all credit union employees, and is focused on financial regulations, product information, human resources training, overall skills and responsibilities.

“Mortgage Series” is BAI’s Compliance library of courses and resources intended for all mortgage organization employees, and is focused on financial regulations, product information, human resources training, overall skills and responsibilities.

“Nonbank Series” is BAI’s Compliance library of courses and resources intended for all nonbank financial institution employees, and is focused on financial regulations, product information, human resources training, overall skills and responsibilities.

“Board of Directors Insight Series – Bank” is a library of courses that assist in compliance and training professionals to effectively facilitate institution-specific in-person training sessions for the Board of Directors. Courses cover regulatory information, examination and risk management issues for banks.

“Board of Directors Insight Series – Credit Union” is a library of courses that assist in compliance and training professionals to effectively facilitate institution-specific in-person training sessions for the Board of Directors. Courses cover regulatory information, examination and risk management issues for credit unions.

BAI’s professional development training is designed to provide Clients an opportunity to enhance the skills of their employees as part of the financial services industry.  The following are BAI Professional Development Programs:

“Professional Skills Series” is BAI’s professional development library of courses and resources intended for all employees, to enhance institutional day-to-day operations, help to build and maintain stronger customer relationships, and promote organizational leadership development.

“Leadership Innovation Library” is BAI’s professional development library of courses and resources intended specifically for financial services leaders to meet the growing demands of a changing industry. These courses deliver practical information on how to lead innovation initiatives, case studies to guide successful projects and clear goals for success.

BAI creates new Programs, retires Programs, and updates Programs regularly to address regulatory changes. BAI strives to make Program content changes at least 90-days prior to regulatory effective change dates. This is not always possible as regulators do not always provide sufficient notice of effective change dates.

For an additional fee BAI does make source code and/or scripts available to Clients in order for Clients to be able to provide the source code/scripts to auditors or regulators, or to utilize themselves as part of a customization process.

BAI does allow Clients to customize BAI Programs. However once Clients turn BAI Programs into custom courses, BAI no longer makes regulatory updates to them. Updates to custom courses are the Client’s responsibility.

BAI does at times provide guidance on what Programs should be considered for employees with specific responsibilities. These are intended only as suggestions for consideration. Course assignments are ultimately the responsibility of professionals within the Client.

“User Licenses” refers to the named licenses that Client has purchased under its Subscription Agreement.

“Permitted Users” means its employees and those of its other financial subsidiaries, parents, subsidiaries, and any entity in which Client owns a majority ownership interest who have the right to use the Services, as dictated by the number of User Licenses purchased by Client pursuant to an Enrollment Form.

“Active Users” means Permitted User that are set by Client to an “active” status within the BAI Learning Manager, as dictated by the number of User Licenses purchased by Client pursuant to an Enrollment Form.

“Unique Users” means Permitted Users who access a Program on a Client learning management system, as dictated by the number of User Licenses purchased by Client pursuant to an Enrollment Form.

Client acknowledges and agrees that BAI will provide ongoing information regarding the Program and Services via email.  Client agrees to take necessary steps to allow receipt of email communications from BAI; and BAI will provide information concerning technical communication requirements to Client.  Communication may include e-newsletters, compliance and regulatory information, or promotional information regarding products and services of BAI and its affiliates.

BAI provides access to Programs via Subscriptions in two ways.

First BAI licenses use of its Programs as part of a comprehensive solution within the BAI Learning Manager, the “Service” as defined in the Subscription Agreement. The BAI Learning Manager allows organizations to administer training through assigning specific Programs to specific Permitted Users, monitoring progress by user, and reporting on user completions in detail. There are three options.

1. “Premium eLearning” provides Clients with the Programs, the BAI Learning Manager, as well as several additional tools that facilitate the assigning and administration of training programs, as well as the ability to customize Program. These include:
   • “BAI Training Insights” – a unique collaboration tool within the BAI Learning Manager designed to help determine which compliance courses to assign to which people and then document those decisions.
   • “BAI Career Pathing software” — provides administrators with the ability to group courses by associated skills and then display that course grouping for students and managers.
   • “BAI I-Design” course authoring tool – allows Clients to create and publish custom courses to the BAI Learning Manager.
   • “BAI I-Modify” that allows clients to make select customizations to BAI courses.

2. “Essentials Plus eLearning” provides Clients with the Programs, the BAI Learning Manager, as well as Training Insights.
3. “Essentials eLearning” provides Clients with the Programs and the BAI Learning Manager.

These options also have related services that BAI charges for separately, including Setup, HRIS file syncing, and Single Sign On (SSO) implementation.  These services will be set forth in a Statement of Work between Client and BAI.

License fees for these options are based on the number of Active Users from the Client within the BAI Learning Manager at any given time.

Every Permitted User in the BAI Learning Manager must have a unique username, typically email address.

Client may print student records and training plans from the Programs and Services without written permission of BAI.

BAI also licenses its Programs to be used by Clients within other Learning Manager Systems.

With “BAI’s Content Provider Service,” BAI sends Program files, configured based on the Client’s pre-approved Learning Management System settings, directly to Clients. BAI will provide reasonable assistance to Client to configure the files so they work as the Client desires in the Client’s learning management system. If the Client requires programming changes and redelivery of Program, BAI will do so for a fee.

License fees for these options are based on the number of Unique Users from Client who access a course within a 12-month period.

BAI provides a policy management system to entities such as financial services organizations. The BAI’s policy management system is designed to assist Clients in the processes of creating, editing, collaborating, maintaining and publishing corporate policies to their employees. Furthermore, the system offers a library of policy templates that are updated from time to time to reflect regulatory changes, as well as monitoring and reporting capabilities. Jointly, the BAI’s policy management system, the policy templates and the monitoring and reporting capabilities constitute the BAI Policy Management Solution (“Policy Management Solution”).

The Policy Management Solution constitutes one of the Services referenced in the Master Agreement.

Policy templates made available by BAI as a part of the Policy Management Solution constitute BAI Property as defined in the Master Agreement.

BAI creates new policy templates, retires policy templates, and updates policy templates regularly to address regulatory changes. BAI strives to make policy template changes prior to regulatory effective change dates. This is not always possible as regulators do not always provide sufficient notice of effective change dates.

Clients can develop policy documents entirely on their own or customize BAI policy templates for that purpose. However once a Client turns a BAI policy template into a policy document, BAI no longer makes regulatory updates to it. Updates to policy documents are the Client’s responsibility.

Policy documents based on BAI Property (e.g. policy documents developed as a result of customization of BAI policy templates) constitute Derivative Works as defined in the Master Agreement.

BAI may at times provide guidance on what policies should be considered for employees with specific responsibilities. These are intended only as suggestions for consideration. Policy assignments are ultimately the responsibility of professionals within the Client.

“User Licenses” refers to the named licenses that Client has purchased under its Subscription Agreement.

“Permitted Users” means Client’s employees and those of its other financial subsidiaries, parents, subsidiaries, and any entity in which Client owns a majority ownership interest who have the right to use the Policy Management Solution, as dictated by the number of User Licenses purchased by Client pursuant to an Enrollment Form.

“Active Users” means Permitted Users that are set by Client to an “active” status within the Policy Management Solution, as dictated by the number of User Licenses purchased by Client pursuant to an Enrollment Form.

“Unique Users” means Permitted Users who access the Policy Management Solution, as dictated by the number of User Licenses purchased by Client pursuant to an Enrollment Form.

BAI provides access to the Policy Management Solution via subscriptions in the following way.

BAI licenses use of its Policy Management Solution as defined in the Subscription Agreement. License fees are based on the number of Active Users from the Client within the BAI Policy Management Solution at any given time. Every Active User in the Policy Management Solution must have a unique username, typically a business email address. For the avoidance of doubt, each Active User is a named individual; sharing access to the Policy Management Solution by multiple individuals constitutes a breach of the Subscription Agreement.

Clients can also choose to sign up for additional mutually agreed services, for which BAI charges separately, including Setup, Policies Upload and Admin Training. These services will be set forth in a Statement of Work between the Client and BAI.

Client acknowledges and agrees that BAI will provide ongoing information regarding the Policy Management Solution via email. Client agrees to take necessary steps to allow receipt of email communications from BAI; and BAI will provide information concerning technical communication requirements to Client. Communication may include e-newsletters, compliance and regulatory information, or promotional information regarding products and services of BAI and its affiliates.

BAI targets the following availability service levels:

• Business hours (M-F 7am-7pm CT) availability: 99.5%.
• Overall 24×7 availability: 98.0%.

A “failure” is defined as the system being available to the customer for less than the target levels in any month, provided:

• System is considered “available” if it is reachable by greater than 50% of BAI users and is functioning using a supported web browser. If a learner is able to sign on and launch a course, the system is considered to be functioning.
• Outages of less than 5 minutes duration do not count in determining availability and do not constitute failures (example cause: Internet network re-convergence after a fiber cut).
• Problems affecting individual user accounts, IP addresses, non-essential system features, etc. do not constitute failure.
• Problems involving customer’s own network, service provider, or hardware/software not supported or maintained by BAI (examples: web filters, firewalls, IPS, anti-virus, unsupported browser versions) do not constitute failure.
• Standard force majeure events (earthquake, pandemic, hurricane, acts of terrorism or war, etc.) do not constitute failure.
• Apparent outages caused by Denial-of-service attacks do not constitute failure.