Last Updated 11/28/2017
is under common control with Fidelity Information Services, LLC, including
parents and subsidiaries.
1.2. “API(s)” means the APIs, other developer services, and associated software provided to you via FIS Code Connect.
1.3. “Application(s)” means software programs that You develop to interoperate with the respective FIS Services using the APIs in accordance with the applicable Documentation.
Information” means any non-public data or information, oral or written,
that relates to Us or Our affiliates, including, without limitation, FIS IP, the
Documentation, analysis and performance information relating to any API or FIS
Services, and other technical, business, product, marketing and financial
1.5. “Documentation” means collectively, the operating instructions, user manuals, help files and other documentation, in written or electronic form, which We may make available to You from time-to-time that are intended to be used in connection FIS Code Connect.
“FIS Code Connect
Account” means the account by which You gain access to FIS Code Connect
“FIS Code Connect”
means the centralized developer portal that provides You access to Our API
catalog and associated Documentation.
1.9. “FIS IP” means the FIS Services, APIs, FIS Code Connect Account, Documentation, and FIS Trademarks, any derivatives of the foregoing, and all Intellectual Property Rights therein or associated therewith.
1.10. “FIS Trademarks” means all Trademarks owned or licensed
to Us or Our Affiliates, and any other Trademarks confusingly similar thereto
or likely to cause confusion therewith.
1.11. “FIS Services” means all services provided by or on behalf of Us or Our Affiliates.
1.12. “Input” means any unsolicited submission or any feedback, input, suggestions, reports, data or recommendations provided by You to Us, in writing, orally, by demonstration or otherwise, concerning the APIs or any Documentation or FIS Services.
1.13. “Intellectual Property Rights” means patents, copyrights,
trade secrets, design rights, data rights, mask work rights, moral rights,
Trademarks and any other intellectual property rights anywhere in the world,
and registrations and applications for any of the foregoing.
1.14. “Law(s)” means any and all local, state, regional, national, foreign, international or other laws, policies, guidelines, standards, regulations, ordinances, rules, orders and judgments applicable to You, Your business, Your FIS Code Connect Account, the Documentation or the Applications developed hereunder, including, without limitation, the privacy requirements of the Gramm Leach Bliley Act (the “GLBA”), all regulations implementing the GLBA and all applicable Trade Restrictions.
1.15. “Licensed Components” means those APIs, sample code, scripts and code snippets in FIS Code Connect for that are provided for incorporation into Applications to provide interoperability with the respective FIS Services as expressly set forth in the applicable Documentation.
1.16. “Licensee Disclosures” means any information that You may
information about Your Application.
1.17. “Open Source Software” means any software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge.
1.18. “Personal Information” means information which can be
used to identify an individual.
Policy at http://www.fisglobal.com/privacy.
1.20. “Prohibited Country” means countries with which dealings
by Us are restricted or prohibited under US Trade Restrictions in force from
time to time and which currently are: Crimea, Cuba, Iran, North Korea, Sudan
1.21. “Prohibited Person” means any person who is, or is owned
or controlled by, or acting on behalf of any of the following: (a) a person
identified on the US Department of the Treasury's Office of Foreign Assets
Control's List of Specially Designated Nationals and Blocked Persons, the US
Department of Commerce's Denied Parties List, Entity List or Unverified List in
effect from time to time (all available at:
http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm); (b) the
government of a Prohibited Country; or (c) a person located in, organized under
the laws of, or ordinarily resident in a Prohibited Country.
1.22. “Territory” means any territory in which We provide
access to FIS Code Connect, excluding any Prohibited Country.
1.23. “Test Data” means any data made available by Us or
utilized by You for testing, simulating use of, or developing Applications
1.24. “Test Environment” means the testing environment made
available by Us for testing, simulating use of, or developing Applications in
1.25. “Trade Restrictions” means export controls, trade and
financial sanctions, anti-terrorism, non-proliferation, and similar
restrictions in force from time to time pursuant to Laws, rules and regulations
of the United States and other applicable jurisdictions to which the parties
are subject, including but not limited to the US Export Administration
Regulations, 15 C.F.R. Parts 730 et seq. (“EAR”) administered by the US
Department of Commerce, Bureau of Industry and Security (“BIS”) and the
regulations administered by the US Department of the Treasury, Office of
Foreign Assets Control (“OFAC”).
1.26. “Trademark(s)” means all trademarks, service marks, logos, trade dress, trade names, and service names, all registrations and applications for any of the foregoing, all goodwill associated with any of the foregoing, and all similar or related rights anywhere in the world.
1.27. “Updates” means any support, maintenance, updates, upgrades, modifications or new releases of any Documentation.
1.28. “You” or “Your” means you, together with any company that employs you or that you represent.
3. FIS Code Connect Account.
3.2. Developer Verification and Authentication. You understand and agree that We may require You to submit, and We will collect, certain information, both public and non-public, about You during the online enrollment process for the purpose of considering Your eligibility for a FIS Code Connect Account to access a API, and to authenticate Your identity. You further understand that We may transfer the information You provide Us to third parties and Affiliates assisting Us in the provision, administration and management of, and in evaluating Your eligibility for, a FIS Code Connect Account. We reserves the right to approve, decline, suspend or terminate Your FIS Code Connect Account at any time in its sole discretion.
3.4. Costs and Expenses. You are solely responsible for all costs and expenses related to Your use of the APIs and the Documentation, including the development of any Applications, as applicable. In any event, We will not reimburse you for any costs or expenses.
4. License and Restrictions.
4.1. Licenses to You.
4.1.2. You agree that: (i) You are responsible for Your use of the Test Environment and Your use and handling of all Test Data, as well as any data generated or derived from that data; (ii) We have no obligation to maintain such Test Data on Our servers and reserve the right to delete from Our systems all such data on regular intervals without notice; (iii) only simulated Test Data may be submitted or uploaded on or through Your FIS Code Connect Accounts (e.g., real account numbers, names, addresses, and other personal information may not be used for testing purposes, and may not be submitted or uploaded on or through a FIS Code Connect Account); (iv) load testing a FIS Code Connect Account or FIS Services is not permitted; and (iv) We has no obligation to monitor or validate any information submitted or uploaded by You on or through a FIS Code Connect Account.
4.1.3. Use Restrictions. Notwithstanding anything to the contrary, You shall not (and shall have no right to):
(a) access any APIs and associated Documentation for which You have not been given access by Us;
(b) alter or remove any copyright, trademark, trade name or other proprietary notices, legends, symbols or labels appearing on or in the Documentation or any reproduction thereof;
(c) sublicense (or purport to sublicense), distribute or disclose any of the Documentation, in whole or in part, to any third party or use the Documentation on a service bureau basis or otherwise on behalf of any third party;
(d) distribute or otherwise provide all or any portion of the Documentation outside of the Territory or otherwise use or export any Documentation in violation of applicable U.S. Laws or regulations;
(e) engage in any activity, including the development or distribution of any software (whether in the form of object code or source code), that interferes with, disrupts, damages, or accesses in an unauthorized manner any FIS Services or any of Our platforms, servers, or systems, or those of any of Our Affiliates or any third party;
(f) make any statements that Your product or service is “certified” or otherwise endorsed, or that its performance is guaranteed, by Us or any of Our Affiliates;
(g) decompile, reverse engineer, disassemble, rent, lease, loan, distribute, or, except as expressly set forth in Section 4.1.1(i), create derivative works from the Documentation or any portion thereof;
(h) use the Documentation or any associated data or content, or extract, scrape or otherwise deconstruct any of the Documentation or any associated data or content, for the purpose of using individual data elements (e.g., geocodes), combining data elements (e.g., routes or paths), compiling, enhancing, verifying, supplementing, or otherwise modifying databases, lists, or directories of any kind, including, but not limited to, location databases, mailing lists, contact lists, marketing lists, geographical directories, or any other compilation or collation of information which is sold, rented, published, distributed or in any manner supplied to a third party;
(i) attempt to circumvent any security measures or technical limitations;
(j) use the Documentation or any associated data or content in any manner or for any purpose that violates any Law or any right of any person, including but not limited to any Intellectual Property Rights or rights of privacy; or
4.3. During and after the Term, You, on behalf of yourself and Your Affiliates, hereby agree not to assert, authorize, assist, or encourage any third party to assert, against Us or any of Our Affiliates, customers, vendors, business partners or licensors associated with an API or the Documentation, any patent infringement claim regarding the API or the Documentation or any portion, functionality or other characteristics thereof.
5. Application Requirements. Any Application developed using any of the APIs or other Documentation must comply with the following criteria and requirements:
5.1. For Applications that use location-based APIs or that collect, transmit, maintain, process, share, disclose or otherwise use an end user's personal information, You and the Application must comply with all applicable privacy and data collection Laws with respect to any collection, storage, transmission, maintenance, processing or use of the user's location data or personal information by the Application.
5.2. Applications may not be designed or marketed for the purpose of harassing, abusing, stalking, threatening or otherwise violating the legal rights (such as the rights of privacy and publicity) of others.
5.3. Applications may not use any robot, spider, site search or other retrieval application or device to scrape, retrieve or index services provided by Us or Our licensors, or to collect information about users for any unauthorized purpose.
5.4. Applications that offer location-based services or functionality must notify and obtain consent from an end user before his or her location data is collected, transmitted or otherwise used by the Application
5.5. You must either own all content used in Your Application, or have permission from the content owner to use it in Your Application.
5.6. Applications must not contain any malware, malicious or harmful code, program, or other internal component (e.g., computer viruses, trojan horses, “backdoors”) which could damage, destroy, or adversely affect other software, firmware, hardware, data, systems, services, or networks.
6. FIS Guidelines.
6.1. Rules of Conduct. You acknowledge that You are solely responsible for Your Application and the content and consequences of the material You provide hereunder, including their legality, reliability, appropriateness, and trademark and copyright ownership. You grant Us a perpetual, irrevocable, nonexclusive right and license to display, use, copy, modify, publish, distribute, transmit, print, and otherwise exploit any such material without restriction. You agree that You shall not upload, post or transmit to or distribute any materials hereunder (including text, links, communications, software, images, sounds, data, or other information) that may:
6.1.1. contain any Confidential Information or any confidential information of Your company, or any other person or entity, including, but not limited to, proprietary information, trade secrets, personally identifiable information, cardholder information and the terms of FIS-related agreements;
6.1.2. be false, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, illegal or otherwise objectionable or injurious to third parties;
6.1.3. constitute or encourage conduct that is unlawful or would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable Laws;
6.1.4. violate, misappropriate or infringe any Intellectual Property Rights or other rights of any third party;
6.1.5. constitute advertising, junk mail, spam, chain letters, or any other form of unauthorized solicitation; or
6.2. Submissions. Our policy is to not accept or consider unsolicited submissions, including, without limitation, ideas, suggestions or materials, either via FIS Code Connect, email or other means. You understand we may or may not review unsolicited submissions. However, if You do still transmit to us, via FIS Code Connect, email or otherwise, Input, You grant to FIS and its designees a royalty-free, fully paid, transferable, sublicensable, non-exclusive, irrevocable, perpetual, unrestricted, worldwide license to publish, transmit, perform, display, modify, create derivative works from and otherwise use such Input and any related Intellectual Property Rights, together with Your name, image, and likeness and company name, for any purpose, including, without limitation, advertising and promotional purposes, in any media, now or hereafter known, without any credit, notice, approval or compensation to you. Without limitation thereof, you agree that We and Our designees are free to use any ideas, concepts, know-how or techniques contained in any Input you provide for any purpose whatsoever, including, without limitation, developing and marketing products, services and content. Furthermore, any Input You transmit to Us, even if marked as confidential, shall not create any confidentiality obligations on the part of Us unless otherwise agreed in a separate, signed agreement.
7. Data Privacy and Security.
7.2. We may offer You the choice to receive news and updates by email. No fee is charged for sending news and updates emails to You, but third-party data rates may apply.
7.4. You shall comply and require all third parties with which You have relationships to comply with all applicable Laws governing the security, collection, retention and use of financial information, including card payment account and transaction data, and all other personally identifiable customer information, including the Payment Card Industry Data Security Standards, as applicable.
9. Intellectual Property.
9.2. Assignment. If and to the extent You may, under any applicable Law, be entitled to claim any ownership interest, or moral rights, in the FIS IP, You hereby transfer, grant, convey, and relinquish exclusively to Us all of Your right, title and interest under patent, copyright, trade secret, and trademark Law, to the extent allowable by Law, in perpetuity or for the longest period otherwise permitted by Law.
10. Confidential Information.
10.2. For avoidance of doubt, You may not use or disclose any Documentation or Confidential Information for any patents or patent applications. Without limiting any other rights or remedies of Ours, if You or any of Your employees, agents or contractors use or disclose any Documentation or Confidential Information for any patents or patent applications or file or prosecute any patents or patent applications for inventions based on any Documentation or Confidential Information, We and Our Affiliates shall have and are hereby granted a fully paid-up, royalty-free, worldwide, perpetual, irrevocable license to exercise all rights under such patents and patent applications, including the right to grant and authorize sublicenses.
10.3. We work with many application and software developers and some of their products may be similar to or compete with the Applications. We may also be developing its own similar or competing applications and products or may decide to do so in the future. We do not agree, and expressly disclaims, any confidentiality obligations or use restrictions, express or implied, with respect to Licensee Disclosures or for any Input you may provide under Section 6.2. You agree that any such Licensee Disclosures will be non-confidential. We will be free to use and disclose any Licensee Disclosures on an unrestricted basis without notifying or compensating You. You release Us from all liability and obligations that may arise from the receipt, review, use, or disclosure of any portion of any Licensee Disclosures. Any physical materials You submit to Us will become Our property and We will have no obligation to return those materials to You or to certify their destruction.
11. Limitation of Liability and Disclaimer of Warranties and Certain Losses.
11.1. Limitation of Liability. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL WE OR ANY OF OUR AFFILIATES OR VENDORS (OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, OR THEIR AFFILIATES OR VENDORS) (COLLECTIVELY, THE “FIS PARTIES”) BE LIABLE FOR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, DELAY OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR OTHER PECUNIARY LOSS), EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL THE FIS PARTIES’ TOTAL CUMULATIVE LIABILITY TO YOU, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY FIS CODE CONNECT ACCOUNT, API OR DOCUMENTATION, EXCEED A TOTAL OF ONE THOUSAND DOLLARS ($1,000).
11.3. Disclaimer of Warranties. THE FIS SERVICES, APIS, DOCUMENTATION, FIS CODE CONNECT ACCOUNT, AND ALL INFORMATION AND OTHER MATERIALS CONTAINED OR MADE AVAILABLE THEREIN PROVIDED ON AN “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS” BASIS WITHOUT WARRANTY OF ANY KIND. YOUR USE OF ANY OF THE FOREGOING IS AT YOUR OWN RISK. NEITHER US NOR ANY OF ITS CURRENT AND FORMER AFFILIATES EMPLOYEES, SUCCESSORS OR ASSIGNS REPRESENT OR WARRANT THAT THE FIS SERVICES, APIS, DOCUMENTATION, FIS CODE CONNECT ACCOUNT, OR ANY INFORMATION OR OTHER MATERIALS CONTAINED OR MADE AVAILABLE THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. YOU EXPRESSLY ACKNOWLEDGE THAT COMPUTER NETWORK-BASED SERVICES MAY BE SUBJECT TO OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES. WE SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. Without limiting the foregoing and for avoidance of doubt, We, Our Affiliates, and their respective licensors, shall not be liable for, and hereby expressly disclaim any liabilities and warranties with respect to, any Open Source Software or other third party components of Documentation or Content. Some states or provinces do not allow the exclusion of certain warranties, so the above limitations may not apply to You. You may have rights that vary from jurisdiction to jurisdiction; however, the above disclaimers apply to the extent permitted by applicable Law.
13. General Provisions.
13.4. Export Control. You may not use or otherwise export or re-export any Confidential Information except as authorized by United States Law and the Laws of the jurisdiction in which the Confidential Information was obtained. In particular, but without limitation, Confidential Information may not be exported or re-exported (a) into any Prohibited Country or (b) to Prohibited Person. By accessing and using any Confidential Information, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use any Confidential Information for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, chemical or biological weapons.
Fidelity Information Services,
Attention: FIS Code Connect
601 Riverside Avenue
Jacksonville, Florida 32204
13.8.1. Notice to You. You agree that all notices to You may be given electronically, sent to the electronic mail address provided by or for You during the registration of Your FIS Code Connect Account.
13.14. Force Majeure. We shall not be liable for any loss, damage or failure due to causes beyond Our control, including strikes, riots, earthquakes, epidemics, terrorist actions, wars, fires, floods, weather, power failure, telecommunications outage, acts of God or other failures, interruptions or errors not directly caused by Us.