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The Fiduciary Data Corporation
Terms of Service
Effective September 23, 2022
The Consent Custody Corporation, a Delaware public benefit corporation d/b/a The Fiduciary Data Corporation (“FDC”, “we”, “us”, or “our”), is developing a service and associated technology platform to provide fiduciary, trust and related services for data and other digital properties to individuals and organizations.
During this development phase, we are providing information, service demonstrations and test-level services in a non-production environment (collectively, the “Services”), as well as an informational website (the “Site”) to our clients, prospective clients and other interested parties, in each case subject to these Terms of Service.
1. Applicability
(a) These Terms of Service constitute a legal agreement between FDC and the individual or organization (“you” or “your”) using the Site or the Services. By browsing the Site or using the Services, you represent to FDC that (a) you have read, understand and agree to all of the provisions of these Terms of Service, (b) you are of legal age to form a binding contract with FDC. If you use the Site or the Services on behalf of an organization, then you agree to these Terms of Service on behalf of that organization, and you represent to FDC that you have the authority to do so. If you do not agree to these Terms of Service, please do not browse the Site or use the Services.
(b) Use of the Site and the Services is subject to FDC’s privacy notice (the “Privacy Notice”), as it may be updated from time to time.
2. Changes to these Terms of Service.
FDC reserves the right to revise these Terms of Service at any time by posting the revised Terms of Service on the Site or otherwise making the revised Terms of Service available to you. The revised Terms of Service will be effective immediately upon posting, with an updated effective date. By browsing the Site or using the Services after any such revised Terms of Service have been posted, you signify your agreement to the revised Terms of Service.
3. Use of the Site and the Services.
(a) The publicly available areas of the Site are provided solely for informational purposes and to allow you to contact FDC to request further information about the Services or, for registered users, to login to your FDC account. You agree to use the Site solely for such purposes.
(b) You acknowledge that the Services are in the development stage, and are provided solely to demonstrate the nature of Services that we plan to provide in the future for commercial use, to test and evaluate elements of the Services as we make them available, and to obtain Feedback (defined below). You agree to use the Services solely for evaluation purposes, and you agree not to use the Services to develop, or aid any third party to develop, products or services competitive with the Services.
(c) If you have established or have been assigned an FDC account, you agree to maintain the confidentiality of your user account credentials, to notify FDC immediately upon becoming aware of or suspecting any unauthorized use of your user account, and not to allow others to use your login credentials. You also agree not to use your account for the benefit of anyone else (other than your organization for its internal purposes, if you are agreeing to these Terms of Service on behalf of that organization), whether as a service provider to others or on any other basis.
(d) You agree not to use the Site or the Services in any manner that could disable, overburden, damage or impair the Site or the Services or interfere with any other person’s or entity’s use of the Site or the Services, or use any robot, spider or other automated means to access, monitor or copy any portion of the Site or the Services, or introduce any virus, worm, trojan horse, or other malware or harmful technology, attack or attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site or the Services. You also agree not to circumvent, hack, disable, vulnerability-test or otherwise interfere with any security-related features of the Site or the Services or features that enforce limitations on use of the Services.
(e) If you request information from FDC or otherwise provide information to FDC through the Site or by other means, you represent to FDC that all information provided by you is accurate and that you have the right to provide such information.
(f) The Site and the Services, including all content, features and functionality of the Site and the Services, are owned by FDC and its licensors and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You agree not to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any portion of the Site or any materials made available through the Site or the Services, except as otherwise expressly permitted by FDC.
4. Third Parties.
The Services may provide links or access to websites, technologies or applications created, owned or hosted by third parties, some of which may require that you agree to their terms of service, register with them or provide information directly in order to obtain information or services. FDC does not control the security, performance or terms of service of any third parties.
5. Confidentiality; Personal Information.
(a) To the extent you or FDC receive or have access to any information of a confidential and proprietary nature to each other, you and FDC each agree to use such information solely for the purposes of the activities contemplated in these Terms of Service and to use commercially reasonable measures to prevent the unauthorized disclosure of such information. If you and FDC enter into a separate confidentiality agreement, that agreement will govern your and our use of each other’s confidential information in place of this section of these Terms of Service.
(b) Any personal information you choose to provide to FDC will be used by FDC solely for the purpose(s) contemplated in these Terms of Service and in accordance with the Privacy Notice. You represent and warrant that you have all rights necessary to provide any such information to us for such purposes.
6. Statistical Information; Feedback.
(a) Subject to our confidentiality obligations above and to our commitment to data privacy as described in the Privacy Notice, we may analyze data and information derived by or through our provision of the Site and the Services and your access to or use of the Site and the Services to provide, evaluate and improve the Site and the Services. In addition, we may de-identify and aggregate such data and information with other, similarly de-identified data and information, (collectively, “Resultant Data”), and, provided that your identity and no personal, confidential or proprietary information belonging to you can be reverse engineered or otherwise determined from the inspection, analysis or processing of Resultant Data, use Resultant Data without restriction.
(b) We welcome your suggestions, ideas, survey responses and other feedback (collectively, “Feedback”) on the Site and the Services. We must be free, however, to use Feedback without restriction. Accordingly, you agree that any Feedback you choose to provide will become the sole property of FDC, and FDC will be entitled to the unrestricted use of such Feedback for any purpose, commercial or otherwise, without attribution or compensation to you. You agree not to submit any Feedback that violates any right of any third party, breaches any agreement between you and any third party, or that you do not otherwise have the right to provide.
7. Termination.
You may terminate these Terms of Service as to the Services at any time by discontinuing your use of the Services and, if applicable, deleting your FDC account or asking us to delete your FDC account. FDC may terminate these Terms of Service as to the Services at any time in its sole discretion and without liability to you by discontinuing to provide the Services, by terminating your FDC account (if applicable), or by notifying you. Upon any termination of these Terms of Service as to the Services, your right to use the Service shall automatically and immediately terminate. These Terms of Service as to the Site apply any time you browse the Site. You may terminate these Terms of Service as to the Site at any time by leaving the Site. The provisions of these Terms of Service governing confidentiality, personal information, FDC’s intellectual property rights, disclaimers, liability and general provisions shall survive any termination of these Terms of Service.
8. Disclaimer of Warranties; Limitation of Liability.
(a) The Site and the Services are provided on an "as is", "as available" basis, and your use of the Site and/or the Services is at your sole risk. FDC makes no representation, warranty, covenant, or guarantee, whether express or implied, statutory or otherwise, and to the fullest extent permitted by applicable law FDC expressly disclaims any warranties of merchantability, accuracy, completeness, availability, fitness for a particular purpose, non-infringement or arising from a course of dealing, usage, or trade practice.
(b) In connection with these Terms of Service and the offering, operation and use of Site and the Services, in no event will FDC or its directors, officers, employees or agents be liable to you or to any third party for (i) any indirect, incidental, consequential, punitive, special, or exemplary damages, (ii) lost profits, lost or damaged data, or loss of service, or (iii) any direct damages in excess of one hundred dollars ($100). These limitations apply to the fullest extent permitted by applicable law, regardless of the theory of liability and regardless of whether FDC has been informed in advance of the possibility of such damages. The limitations in this paragraph shall not apply to damages caused by gross negligence or willful misconduct by FDC.
9. Governing Law, Venue, Waiver.
These Terms of Service shall be construed and enforced pursuant to the laws of the State of Delaware without regard to its conflict of laws provisions. Any action, litigation or proceeding of any kind arising from or relating to these Terms of Service shall be brought in the appropriate state or federal courts in New Castle County, Delaware, and you and FDC each irrevocably and unconditionally submit to the exclusive jurisdiction of such courts. You and FDC each waive any right to a trial by jury in respect of any legal action arising out of or relating to these Terms of Service.
10. General Provisions.
(a) Entire Agreement. These Terms of Service constitute the sole and entire agreement between you and FDC with respect to the subject matter of these Terms of Service, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
(b) Severability. If any term or provision of these Terms of Service is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms of Service or invalidate or render unenforceable such term or provision in any other jurisdiction.
(c) Waiver. No failure to exercise, or delay in exercising, any right or remedy arising from these Terms of Service shall operate or be construed as a waiver of that right or remedy, No waiver of any provision of these Terms of Service in one instance shall be deemed a waiver of that provision on any other instance or of any other provision.
(d) Force Majeure. FDC will not be liable for any delay or failure to perform attributable to circumstances beyond FDC’s reasonable control, including, without limitation, war, embargo, sanction, pandemic, civil disturbance, terrorism, government act, acts of nature, fire, flood, or outage or failure of telecommunications or network infrastructure.
(e) Assignment. You shall not assign, transfer, delegate or subcontract these Terms of Service or any of your rights or obligations under these Terms of Service without FDC’s prior written consent, and any purported assignment, transfer, delegation or subcontract without such consent shall be null and void.
(f) Notices. All notices, requests, consents, claims, demands, waivers and other communications under these Terms of Service will be effective only upon delivery. You agree that FDC may provide notice to you through the Services or, if you have provided FDC with your email address, then to your email address. Notice to FDC must be sent to info@fiduciarydata.com.
(g) Contact. If you have questions or concerns about the Site, the Services, these Terms of Service or the Privacy Notice, please contact FDC at info@fiduciarydata.com.