FIS REGULATORY ADVISORY SERVICES

 

TERMS OF USE

 

 

These terms (the “Terms”) establish and govern the rules of use and obligations of users of products and services, including Spanish translation services, manuals, and other written materials, provided by FIS Regulatory Advisory Services (the “Services”). By accessing or using the Services, you agree to these Terms. As used in these Terms, “FIS”, “we”, “us”, and “our” mean Fidelity Information Services, Inc. and its subsidiaries and affiliates; “you” and “your” means any and all users of the Services.  The Services are for use only by financial institutions located in the United States and their employees.  By accessing or using the Services, you accept these terms on behalf of yourself and your employer and you represent and warrant that you are an employee of a financial institution with the right, power and authority to agree to and to be bound by these Terms and to enter into a legal contract for and on behalf of yourself and your employer.  If you do not agree to the Terms, or if you do not have the right, power, and authority to agree to and to be bound by these Terms and/or enter into a legal contract on behalf of yourself and your employer, you and your employer must immediately cease use of the Services and any information received through the Services.

No Legal Advice, Opinions, or Services Provided

The information, materials and services provided through the Services are provided solely for general information and do not constitute legal advice. Your use of the Services is conditioned on the understanding that the material and information provided through the Services is not offered as legal advice on any matter and should not be used as a substitute for seeking professional legal advice. We will not be responsible for any action or failure to act in reliance upon information we provide through the Services.

Intellectual Property

The material, information, and content, and services provided through the Services (the “Information”) constitute the proprietary information of FIS.  Accordingly, the Information may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of FIS, except for your internal business purposes.  Modification or use of the Information except as expressly permitted by the foregoing is expressly prohibited.

No Warranties

We will use commercially reasonable efforts to provide quality information and/or materials through the Services using personnel who have experience and/or training reasonably related to the subject matter, but we make no claims, promises or guarantees about the accuracy, completeness, or adequacy of the information, materials, or services provided. As advice must be tailored to the specific circumstances of each case, and laws are constantly changing, no materials or information provided by FIS Regulatory Advisory Services should be used as a substitute for the advice of competent counsel.  ANY ADVICE OR INFORMATION PROVIDED THROUGH THE SERVICES IS PROVIDED BY FIS FOR INFORMATIONAL PURPOSES ONLY, “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY.  IN PARTICULAR, METAVANTE DISCLAIMS ANY WARRANTY THAT THE SERVICES AND/OR THE INFORMATION ARE MERCHANTABLE OR ADEQUATE FOR ANY BUSINESS PURPOSES.  METAVANTE IS NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL ADVICE, AND INFORMATION WE PROVIDE IS NOT A SUBSTITUTE FOR THE ADVICE OF ANY ATTORNEY. If legal advice or other expert assistance is required, the services of a competent attorney should be sought.  You must also keep in mind that the information provided through the Services is generally designed to be of general applicability. Particular state laws, regulations, and special contractual provisions can greatly impact rights, responsibilities and legal obligations. Only a competent attorney or other professional looking at all the pertinent facts and circumstances of a particular situation can provide definitive guidance for you.

Modifications to the Terms

We reserve the right to change the Terms at any time.  Continued use of the Services after any such changes constitutes your consent to such changes.

Fees

You agree to pay fees to receive the Services as we establish from time to time.  Your use of the Services following notice of the amount of such fees constitutes your agreement to pay the fees. All payments are nonrefundable.  You agree to pay any collection fees, court costs, reasonable attorneys’ fees, and other fees, costs, and charges incurred by us in collecting payment of the charges and any other amounts for which you are liable under these Terms, or for enforcing our rights and/or your obligations under these terms. 

Liability

FIS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF FIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF FIS TO YOU (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE SERVICES OR ANY INFORMATION EXCEED $100.

Indemnity

You will indemnify and hold FIS, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the "Indemnified Parties") harmless from any loss, liability, costs, claims and expenses (including attorneys’ fees) arising out of breach of these Terms by you, including any use of Information other than as expressly authorized in these Terms.  You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of Information.

Entire Agreement and Severability

These Terms constitute the entire agreement among the parties relating to the Services and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, written between you and us with respect to the Services.  If any part of these Terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity of any remaining provisions.

General

Your acceptance of these Terms does not create a joint venture, partnership, employment, or agency relationship with us.  You may not assign, delegate or transfer your rights or obligations under these Terms.  If we fail to act with respect to your breach or anyone else’s breach of these Terms, we are not waiving our right to act with respect to future or similar breaches.  The headings in these Terms are for our convenience and reference.  They do not limit or affect any of the provisions contained in these Terms. 

Governing Law and Jurisdiction

These Terms will be governed and interpreted pursuant to the laws of the State of Florida, United States of America, notwithstanding any principles of conflicts of laws.  You specifically consent to personal jurisdiction in Florida courts in connection with any dispute between you and us arising out of these Terms and/or the Services.  You agree that the exclusive venue for any dispute between you and us arising out of these Terms of Use will be in the state and federal courts in Duval County, Florida.

Waiver of Jury Trial

You knowingly, voluntarily and intentionally waive any and all rights you may have to a trial by jury in respect of any litigation based on, or arising out of, under, or in connection with, the Services and these Terms or any course of conduct, course of dealing, statements (whether verbal or written), or actions related thereto, regardless of the nature of the claim or form of action, contract or tort, including negligence.