FIS Code Connect Portal Terms of Use

Last Updated 11/28/2017

By (i) clicking “I Accept”, or (ii) accessing or using Our APIs, You acknowledge and agree that Your use of FIS Code Connect, the APIs and the Documentation made available to You will be governed by these Terms and Conditions of Use (the “Terms of Use”). If at any time You do not agree to the Terms of Use, You must immediately terminate all use of Your FIS Code Connect Account, the APIs and the Documentation. Under the Terms of Use, Capitalized terms which are not otherwise defined herein are defined in Section 1 below.

1.     Definitions.

1.1.     Affiliates” means, for purposes of the Terms of Use, any entity that is controlled by, or 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.

1.4.     Confidential 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 information, pricing, plans, data, and the Terms of Use.

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.

1.6.     "FIS" means Fidelity Information Services, LLC, with offices located at 601 Riverside Avenue, Jacksonville, Florida 32204, United States, together with Our Affiliates. We may refer to "FIS" as "We", "Our", or "Us" in the Terms of Use.

1.7.     FIS Code Connect Account” means the account by which You gain access to FIS Code Connect subject to the terms and conditions of the Terms of Use.

1.8.     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 provide in connection with the Terms of Use, including 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.

1.19.  Privacy Policy” means the FIS Code Connect Privacy 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 and Syria.

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 under the Terms of Use.

1.24.  Test Environment” means the testing environment made available by Us for testing, simulating use of, or developing Applications in conjunction with FIS Code Connect under the Terms of Use.

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.

2.     Your Representations and Warranties. You represent and warrant that: (i) all information You have provided and will provide to Us is true, correct and complete in all respects; (ii) You will update Us by email or other method as designated by Us with any changes to information You have previously supplied; (iii) no authorization or approval from any third party is required in connection with Your execution, delivery or performance of the Terms of Use, (iv) You have the legal right, power and authority to accept the terms and conditions of the Terms of Use on Your own behalf and on behalf of any company that employs You or that You represent; (v) the Terms of Use constitutes a legal, valid and binding obligation, enforceable against You (including any company that employs You or that You represent) in accordance with its terms; (vi) Your obligations under the Terms of Use do not violate any Law or breach any other agreement to which You are bound; and (vii) any materials You provide, create or develop that are in any way related to the Terms of Use, or the use thereof, do not and will not infringe any Intellectual Property Rights of any third party; and (viii) You are not a Prohibited Person.

3.     FIS Code Connect Account.

3.1.     Account Enrollment. In order to use FIS Code Connect, You must register for a FIS Code Connect Account. You must select a username, email address or other ID and password to enable You to access Your FIS Code Connect Account and use an API and Documentation. The registration must include the name of any company that employs You or that You represent and on whose behalf You are entering into the Terms of Use. You agree not to share Your login credentials with any other person. You agree to notify Us immediately of any unauthorized use of Your password or FIS Code Connect Account or any other breach of security.

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.

3.3.     Data Collection; Privacy. We and Our Affiliates may collect and use technical and related information, including but not limited to information about You, the Applications, and Your computers, system software, other software and peripherals. Please review the Privacy Policy at http://www.fisglobal.com/privacy for information on Our privacy practices as they relate to Your FIS Code Connect Account and use of APIs and the Documentation. The Privacy Policy is hereby incorporated into the Terms of Use.

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.

4.1.1.     Subject to and conditioned upon Your compliance with the terms and conditions of the Terms of Use, We grants You a personal, nonexclusive, nonsublicensable, nontransferable, revocable, limited license, solely in the Territory, during the term of the Terms of Use, to: (i) use, reproduce and create derivative works of the Licensed Components solely for the purpose of developing and testing Applications within the Test Environment using the Test Data (if applicable), provided that the APIs are not modified and interoperability with the FIS Service is maintained in accordance with the applicable Documentation; (ii) use the Test Environment and Test Data (if applicable) in accordance with the applicable Documentation to test Your Application, including test transactions, test batch upload features, sample reports, and test and simulation of transaction responses. You agree that you will use the Documentation for Your own personal, non-commercial use for testing purposes only. Additional usage rights made available to You by Us in Our sole discretion, if any, shall be subject to the Terms of Use and any additional terms and conditions for such APIs. Access to each API may be subject to separate approval by Us and additional terms and conditions. Any reproduction or use of the Licensed Components or other Documentation shall include attribution to Us as the source and additionally shall contain all copyright and other proprietary notices or legends found on the original.

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

(k)   otherwise use or exploit the Documentation for any purpose other than as expressly permitted by the Terms of Use.

4.1.4.     No Support. We have no obligation to provide Updates. If We do elect, in Our sole discretion, to provide any Updates, the Terms of Use will govern such Updates, unless accompanied by a separate license, in which case the terms of that license will govern.

4.1.5.     Open Source Software. The Documentation may contain 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 Open Source Software. To the extent any such license requires terms with respect to such Open Source Software that are inconsistent with the Terms of Use, then such rights in the applicable Open Source Software license shall take precedence over the rights granted in the Terms of Use, but solely with respect to such Open Source Software. You acknowledge that any applicable Open Source Software license is solely between You and the applicable licensor of the Open Source Software and that You shall comply with the applicable Open Source Software license. You agree not to use any Open Source Software in the development of Your Application in such a way that would cause any portions of the Documentation to be subject to any Open Source Software licensing terms or obligations.

4.2.     Licenses to FIS. You grant Us a non-exclusive, non-transferable license during the term of the Terms of Use to (i) use the Applications and review the code in the Applications for testing and other related purposes to ensure that it complies with the Terms of Use, and (ii) to use Your Trademarks to publicize Your usage of APIs, the Documentation and Your Application, including, without limitation, through press releases, public announcements, on Our web site or through other electronic communications or other channels; provided, however, that We shall not have any obligation to publicize Your usage of an API, the Documentation or Your Application.

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

6.1.6.     otherwise violate Our Privacy Policy or the Terms of Use.

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.

7.1.     You are solely responsible for the security of data residing on server(s) or other systems owned or operated by You, or a third party designated by You (e.g., a web hosting company, processor, or other service provider). You agree that You will comply with all of Our applicable security protocols and security advisories in effect during the term of the Terms of Use. You acknowledge that We shall not be liable for any improperly processed or unauthorized transactions or illegal or fraudulent access to Your FIS Code Connect Account.

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.

7.3.     The Privacy Policy describes how the platform collects, protects and uses Personal Information, including in connection with any news and updates sent to You by email.

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.

8.     Term. This Agreement shall commence on the date You indicate Your acceptance of the terms and conditions hereof and shall remain in full force and effect until the earlier of (a) the date Your FIS Code Connect Account is terminated, or (b) the date You become a Prohibited Person. We may terminate or suspend Your FIS Code Connect Account at any time in Our sole discretion. If We terminate Your FIS Code Connect Account, We reserve the right to deny your reapplication at any time in Our sole discretion. You may terminate Your FIS Code Connect Account at any time, for any reason, by notifying Us in writing of your intent to do so. Upon any termination or, at Our discretion, suspension, all rights and licenses granted to you by Us will cease, including your right to access FIS Code Connect, and you agree to (i) immediately cease using Your FIS Code Connect Account, APIs and Documentation and any derivative work thereof and (ii) return to Us all Documentation and Confidential Information, and all copies, extracts and derivative works of the foregoing, together with any and all documents, notes and other materials regarding such information. Sections 2, 3.3, 4.1.2, 4.1.3, 6, 7, 9-12, and 13.11 shall survive any termination of the Terms of Use.

 

 

9.     Intellectual Property.

9.1.     FIS Ownership. As between Us and You, We own, and shall retain, all right, title and interest in and to FIS IP. No title to or ownership of any FIS IP is granted or otherwise transferred to You or any other entity or person under the Terms of Use. 

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.

9.3.     Use of Trademarks. Nothing in the Terms of Use grants You any rights to use any FIS Trademarks. If You make reference to any products, services or technology of Ours, You shall strictly comply with all standards and guidelines with respect to the FIS Trademarks contained herein or which may be furnished or made available to You from time to time. All uses of any FIS Trademarks shall inure to Our benefit.

9.4.     Trademark Restrictions. You shall not: (a) use FIS Trademarks except as expressly authorized in the Terms of Use; (b) take any actions inconsistent with Our ownership of FIS Trademarks and any associated registrations (including by using, registering or attempting to register any FIS Trademarks or trademarks or domain names that are confusingly similar to any of the FIS Trademarks), or attack the validity of FIS Trademarks or its ownership thereof, or the Terms of Use; (c) use or create a combination mark consisting of one or more of FIS Trademarks; (d) use FIS Trademarks in any manner that would indicate You are using such Trademarks other than as a licensee of Ours; or (e) assist any third party do any of the same.

10.  Confidential Information.

10.1.  You agree to hold all Confidential Information in strict confidence, not to disclose, distribute or disseminate the Confidential Information or information derived therefrom in any way to any third party and not to use the Confidential Information for Your own benefit or the benefit of others, or for any purpose except in connection with Your exercise of Your rights and Your performance of Your obligations under the Terms of Use. You agree to insure the protection of all Confidential Information from unauthorized disclosure and in any event, to take precautions at least as great as those taken to protect Your own information of a similar nature. You agree that the existence and terms and conditions of the Terms of Use will be Confidential Information. Upon Our request, You will return or destroy (and certify such destruction to Our reasonable satisfaction) all materials, in any medium, that contain, embody, reflect or reference all or any part of any Confidential Information. You acknowledge that breach of this Section 10.1 may result in irreparable harm to Us, for which money damages may be an insufficient remedy, and therefore We will be entitled to seek injunctive relief to enforce the provisions of this section without requirement of posting a bond or providing special evidence.

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).

11.2.  Disclaimer of Liability for Certain Losses. Notwithstanding anything to the contrary contained in Section 11.1 above, under no circumstances shall We be liable for any losses, claims, demands, penalties, actions, causes of action, suits, obligations, liabilities, damages, delays, costs or expenses, including reasonable attorney's fees caused, directly or indirectly, in whole or in part, by: (i) You; (ii) a third party, other than Our authorized agents; (iii) use of attachments, features, or devices not authorized by the Documentation; (iv) improper or inadequate conditions at a non-FIS site; (v) improper or incomplete installation not caused by Use or Our authorized agents; (vi) equipment changes, reconfigurations, upgrades or relocations performed by someone other than Us or Our authorized agents; (vii) abuse, misuse, alteration or use that is inconsistent with the Terms of Use or Documentation; (viii) software, hardware or systems not supplied by Us; or (ix) a failure that is not directly attributable to Us or under Our direct control.

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.

12.  Indemnification.

12.1.  You agree to indemnify, hold harmless and defend Us and Our Affiliates, and their officers, directors, and employees, in their individual capacities or otherwise, from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) arising out of or relating to: (a) Your use of the products, services, documentation, data or Documentation provided hereunder or the Applications or the use or distribution thereof; (b) any breach or alleged breach by You of any representation, warranty, or obligation contained in the Terms of Use; (c) any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by You or any of Your Affiliates, employees, agents, contractors, suppliers or customers; (d) any contract or agreement between You and a third party; (e) any materials posted or otherwise provided by You, (f) any infringement or alleged infringement of a patent, copyright, trademark or other Intellectual Property Right relating to the Terms of Use; or (g) any alleged or actual violation by You of any applicable Laws. We reserve the right, at Your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify and You agree to cooperate with FIS’s defense of these claims. You may not settle any matter without the prior written consent of FIS.

13.  General Provisions.

13.1.  Publicity. You shall not issue any press release or general marketing communication or make any other public statements concerning the Terms of Use, its terms and conditions, or the relationship of the parties without the express prior written consent of FIS, which may be withheld at FIS's sole discretion.

13.2.  FIS Affiliates. Our rights, duties and/or obligations under the Terms of Use may be exercised and/or performed by Us and/or any of Our Affiliates, or any of their subcontractor and/or agents. All liabilities arising under or as a consequence of the Terms of Use, whether arising from Our acts or omissions or any of Our Affiliates, or any of their subcontractors and/or agents, shall be solely by Us and/or any of Our Affiliates. You agree to bring any claim and/or action relating to the foregoing against Us only and not against any of Our Affiliates, or any of their subcontractors and/or agents.

13.3.  Compliance with Law. You warrant that at all times You will comply with all applicable federal, state, local and other Laws (and as such Laws may have been amended or may be amended from time to time in the future) in performing Your obligations pursuant to the Terms of Use. You shall not use Your FIS Code Connect Account, the APIs or the Documentation in any manner, or in furtherance of any activity, that may cause Us to be in breach of applicable Laws or subject to investigation, prosecution, or legal action.

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.

13.5.  Government End Users. Certain of Confidential Information may be considered “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the Terms of Use. Unpublished rights reserved under the copyright laws of the United States.

13.6.  Non-exclusivity. Each party acknowledges and agrees that the rights granted to the other party in the Terms of Use are non-exclusive, and that, without limiting the generality of the foregoing, nothing in the Terms of Use shall be deemed or construed to prohibit either party from participating in similar business arrangements as those described herein.

13.7.  Relationship of the Parties. The parties are independent contractors and nothing in the Terms of Use shall make them joint ventures, partners, employees, agents or other representatives of the other party. Neither party shall make any representation that suggests otherwise.

13.8.  Notices to Us. All notices given in connection with the Terms of Use must be in writing and delivered via overnight delivery. Notices shall be delivered to the address set forth below. Notices to Us shall include a copy (which shall not constitute notice) to the Legal Department at the same address.

Fidelity Information Services, LLC
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.

13.9.  Amendment; Modifications. We reserve the right to modify the Terms of Use. You can always find the most recent version of the Terms of Use here. We may change the Terms of Use by posting a new version at such URL. The most recent modification date will be noted by the “Last Updated” date above. To the fullest extent permitted under applicable Law, Your continued use of an API or Documentation after any such modification constitutes Your acceptance of the Terms of Use as modified, regardless of whether We require you to accept the modified Terms of Use by clicking “I Accept”, which we may require you to do at Our sole discretion. If You do not agree to any modification of the Terms of Use, You must immediately stop accessing and using Your FIS Code Connect Account and any APIs, Documentation, and FIS Services.

13.10.             Severability; Headings. If any provision(s) of the Terms of Use is determined to be invalid, illegal, void, or unenforceable by reason of any law, rule or regulation, administrative order, judicial decision, or public policy, such provision(s) shall not affect any other provision of the Terms of Use, and the Terms of Use shall be interpreted and construed as if the invalid, illegal, void, or unenforceable provision had not been included to the extent necessary to bring the Terms of Use within the requirements of such law, rule or regulation, administrative order, judicial decision, or public policy. In addition, in such event, the parties agree to negotiate in good faith to modify the Terms of Use to carry out the parties’ original intent as closely as possible and to the extent lawful. The Terms of Use shall not be construed more strongly against either party, regardless of who is more responsible for its preparation. The headings that appear in the Terms of Use are inserted for convenience only and do not limit or extend its scope.

13.11.             Governing Law; Jurisdiction. The Agreement shall be governed by the laws of the state of Florida, without regard to internal principles relating to conflict of laws. Any dispute, difference, controversy or claim arising out of or relating to the Terms of Use shall be settled by binding arbitration before a single arbitrator in Jacksonville, Florida in accordance with the Commercial Arbitration Rules (including Procedures for Large, Complex Commercial Disputes) of the American Arbitration Association. Judgment on any resulting award may be entered into by any court having jurisdiction over the parties or their respective property. The arbitrator shall decide any issues submitted in accordance with the provisions and commercial purposes of the Terms of Use, and shall not have the power to award damages other than those described in the Terms of Use. The prevailing party in any dispute arising out of the Terms of Use shall be entitled to, and the arbitrator shall have jurisdiction to award, the recovery of reasonable attorneys’ fees, costs and expenses.

 

13.12.             Waiver. No waiver of any provisions of the Terms of Use and no consent to any default under the Terms of Use shall be effective unless in writing and signed by the party against whom such waiver or consent is claimed. No course of dealing or failure to strictly enforce any provision of the Terms of Use shall be construed as a waiver of such provision for any party’s rights. Waiver by a party of any default by the other party shall not be deemed a waiver of any other default.

13.13.             Assignment. You may not assign any of Your rights or delegate the performance of any of Your obligations under the Terms of Use without Our prior written consent. Any purported assignment in violation of hereof shall be null and void. We reserve the right to assign the Terms of Use or any right or obligation under the Terms of Use to an affiliate without consent.

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.

13.15.             Entire Agreement. The Terms of Use (including any additional terms of conditions for applicable APIs), together with all of Our policies referenced herein, sets forth the entire understanding and agreement of the parties, and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties, as to the subject matter of the Terms of Use.