TERMS OF USE

No disclosures will be made that violate your rights under the Fair Debt Collection Practices Act

 

Date Last Revised:  2/25/2020

welcome to the fms portal

These Terms of Use (“Terms of Use”) set forth the terms and conditions that apply to your access and use of this Internet web site and any other web site and all devices or applications that link to these Terms of Use (each a “Site”), and all products and services provided to you through the Sites (the “Services”) or your use of products or services offered through a Site by a third-party service provider (“Service Provider”). The Sites are owned and operated by or on behalf of FMS Investment Corp., a Maryland corporation, and/or its successors, parents, subsidiaries, affiliates, or related companies (collectively referred to as “FMS,” “we,” “our,” or “us”).

These Terms of Use constitute a legal agreement between you and Financial Management Systems (FMS).

BY ACCESSING AND USING A SITE OR THE SERVICES, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE AND FMS’ PRIVACY AND SECURITY POLICY (THE “PRIVACY POLICY”), WHICH GOVERN YOUR USE OF THE SERVICES AND ACCESS TO DATA. YOU AGREE THAT THESE TERMS OF USE ARE ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE, DO NOT REGISTER FOR THE SERVICES OR USE ANY OF THE SITES.

The use of the word “including” in these Terms of Use and the Privacy Policy refers to specific examples and will be construed to mean “including, without limitation” or “including but not limited to” and will not be construed to mean that the examples given are an exclusive list of the topics covered.

1. Accepting the Terms

You may not use any part of the Services and you may not accept these Terms of Use if you are not at least 18 years of age and, in any event, of a legal age to form a binding contract with FMS. You represent that you have the capacity to be bound by them, and we suggest you print or save a local copy of these Terms of Use for your records.

 

Depending on your activities when visiting a Site or using certain features of the Services, you may be required to agree to additional terms and conditions as indicated on the Site or via such Services.

 

By using or accessing any part of a Site or Services, or indicating your acceptance during the registration process, you signify your agreement with the then-current version of the Terms of Use and all other policies or notices posted by us on the Site. You agree that your use of the Services will always be subject to the most current version of these Terms of Use and the Privacy Policy at the time of such access or use.

2. Information Privacy

For information about FMS’ personally identifiable and non-identifiable data handling practices, please read the Privacy Policy available ("here", "Privacy"), which is hereby incorporated into these Terms of Use. The Privacy Policy explains how we treat your personal information when you access a Site and use the Services. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to a Site.

3. Description of Services

The Services include an account management portal that allows you to view certain information concerning account(s) that have been assigned to FMS. The Services are provided to you as an aid to assist you in organizing and managing your obligations that have been assigned to FMS. The Services are not intended to provide legal advice about accounting, tax, broker, financial, or student aid or counseling issues or services.

Account Information

You acknowledge and agree that the Account Information is obtained from various third party entities (“Data Providers”) on your behalf, as specified in “Rights You Grant to Us” below. Such Data Providers may include, for example, your Institution, guarantors, or debt buyers. The Account information is obtained by using data access credentials you provide at the time of registration, or pursuant to the Terms of Use and through an agreement between us and the applicable Data Provider. All of your Account information is stored in our database for use in connection with the Services.

You agree that the Data Providers, not FMS, are responsible for maintaining Account Information with proper and sufficient accuracy and authority in accordance with all governing laws and regulations. FMS makes no effort to verify any Account Information for any purpose, including accuracy, legality, or non- infringement. 

FMS cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain Account Information or result in loss of data, access restrictions, or other service interruptions. FMS does not assume responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store any user data, Account Information, data communications, or failures resulting from personalization settings. For example, when displayed through the Services, Account Information reflects the information obtained from Data Providers, which are updated periodically. You may be able to get more up-to-date information by contacting FMS or the Data Providers directly.

 

FMS Offers and Third-Party Links


A Site may provide links to other web sites belonging to other third parties. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification, or monitoring by FMS of any information contained in any third party web site. In no event will FMS be responsible for the information contained in such third party web site or for your use of or inability to use such web site. FMS does not endorse, warrant, or guarantee the products or services available through any third-party site (or any other third-party products or services advertised on or linked from a Site), whether or not sponsored, and FMS is not an agent or a broker or otherwise responsible for the activities of any such third parties. Access to any other web site is at your own risk, and you should be aware that linked web sites may contain terms and privacy policies that are different from those of FMS. FMS is not responsible for such provisions and expressly disclaims any liability for them. 

Your Registration Information

As a registered user, you agree and understand that you are responsible for maintaining the confidentiality of your personal information which, together with your email address, allows you to access the Services. Your email address and personal information, together with any contact or verification information you provide, form your “Registration Information.”

Information provided by you to any Service Provider in the past in any form shall also become part of your Information if this data is aggregated within the Site to effectively help you manage your contact information.  You agree FMS, Data Providers, Service Providers, and their agents, affiliates, and contractors, may contact you at any phone number or email address you provide or at which we believe we can reach you, including your current and future cell phones, mobile devices, and voice over Internet Protocol (VoIP) services.  You agree we may contact you in any way including calling, texting, emailing,   leaving voice messages, using pre-recorded or artificial voice messages, or by any other method of communication permitted by law, using manual or automated equipment including an automated dialing device or predictive dialing device.  It is your responsibility to correct and update your contact information including your full name, phone number(s), address, and email address, as appropriate.  If you do not want to receive communications as described above, you must notify us that you revoke your prior consent by sending a letter to 1100 W. Lake Cook Rd. Suite 110 Buffalo Grove, Il 60089, emailing customercomments@fmsdc.com, or calling 1-877-291-8405.  Notice must include: (i) your name, mailing address, and the last four digits of your account number; (ii) advise whether you would like communications to cease via mail, telephone number(s), email, text/SMS, or cease in all forms; and (iii) if you are requesting communications to cease via telephone number(s) and/or email, please provide the specific number(s) and email address.  You agree that FMS, Data Providers, Service Providers, and their agents, affiliates, and contractors, shall have up to 10 business days after the date your revocation request is received to take actions needed to comply with your revocation request.

If you become aware of any unauthorized use of your Registration Information, you agree to notify FMS immediately by calling the telephone number 1-877-291-8405.

 

Consent to Allow Electronic Communication of Account Information or Personally Identifiable Information (PII) vie e-mail:

The information provided by Financial Management Systems through the FMS borrower portal, its affiliates and assigns (“FMS”), through its web site and through other electronic means is provided at the consent of the account holder. This information may be considered Personally Identifiable Information (PII) and is subject to federal laws regarding its collection, storage and disclosure. Federal laws require specific security measures instituted in order that PII and other private information can be communicated through electronic means. These measures may include password and security for web and email access, limitations on provided PII based on the identity of those accessing the PII, and access logging. Secure, encrypted communication (HTTPS) is used for all web access to PII on the FMS borrower portal web site. E- mail/text message entry/replies are not provided through such a secure communication protocol. To date, no standard method of encrypting e-mail transition is available. Even if such a method existed, by necessity, the e-mail address of the receiver would be contained within the e-mail in non-encrypted form. According to regulations, the e-mail address is considered “personally identifiable information.”


Risks: Please be aware that e-mail communication can be intercepted in transmission or misdirected. Your use of e-mail to communicate PII to us indicates that you acknowledge and accept the possible risks associated with such communication. Please consider communicating any sensitive information by telephone, fax, or mail. If you do not wish to have your information sent by e-mail, please contact the sender immediately.

I hereby authorize FMS to communicate with me on this or any other matter via e-mail at an address provided by me or otherwise obtained by FMS. I also agree to hold FMS harmless for any disclosure to a third party via e-mail. I understand that I may still receive notifications from FMS by mail for this or any other matter. 

 

License and Site Access

FMS grants you a limited license to access and make personal use of the Services. You may not download (other than page caching) or modify any portion of them. The license to use the Services does not include any resale or commercial use of the Sites or its contents or any derivative use of the Services or the contents of the Sites, including any data or information obtained through the Services (the “Content”). You agree not to store in any form, distribute, transmit, display, reproduce, modify, create derivative works from, sell, or otherwise exploit any of the Content for any commercial purpose. By using a Site, you warrant to FMS that you will not use the Services, or any of the Content, for any purpose that is unlawful or prohibited by these Terms of Use or applicable law. Except as expressly set forth herein, FMS does not grant any license or other authorization to any use of our trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property. If you violate any of the terms of these Terms of Use, your permission to use the Sites automatically terminates.

Your right to access and use the Sites and the Services is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Sites for lawful purposes. You agree not to resell, grant access to, or transfer the Sites or Services, or use or provide access to the Sites or Services for the benefit of any other person.

Accurate records enable FMS and its Service Providers to provide the Services to you. You must provide true, accurate, current, and complete information about your accounts maintained at the Data Providers, and you may not misrepresent your Registration Information. In order for the Services to function effectively, you must also keep your Registration Information up to date and accurate. If you fail to do this, the accuracy and effectiveness of the Services provided to you will be adversely affected. If any information provided by you is untrue, inaccurate, not current, or incomplete, FMS has the right, but not the obligation, to suspend or terminate your account and refuse you any and all current or future use of the Services.

Your access and use of the Services may be interrupted from time to time for any of several reasons, including the malfunction of equipment, acts or omissions of telecommunications providers, periodic Site updating, maintenance, or repair, or other reasonable actions that FMS, in our sole discretion, may elect to take. Your access to the use of the Services may also be affected by acts or omission of Data Providers, including changes you may make to your account access credentials with such Data Providers.

Prohibited Conduct


You agree that you will not:

  • Use any robot, spider, scraper, deep link, or other similar automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy, or monitor a Site or any portion of a Site;
     

  • Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search a Site, other than the search engines and search agents available through the Services or through the use of publicly available Internet browsers (such as Microsoft Explorer);
     

  • Post or transmit any file that contains viruses, worms, Trojan horses, or any other contaminating or destructive features or that otherwise interferes with the proper working of the Services;
     

  • Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services; or
     

  • Share your password with anyone.
     

Rights You Grant to Us


By submitting information, materials, and other content to FMS through the Services, or authorizing FMS to access and obtain your Account Information, you are licensing that content and Account Information to FMS for the purpose of providing the Services and for use as permitted under these Terms of Use and the Privacy Policy. You represent that you are entitled to submit to FMS such content and Account Information for such purpose, without any obligation by FMS to pay any fees or subject to any other limitations.

When you use the feature of the Services that allows you to add your data access credentials for a particular Data Provider, you will be directly connected to the web site for the third party Data Provider you have identified. FMS will submit information including usernames and passwords that you provide to log you into the third party Data Provider site. You hereby authorize and permit FMS to use and store the information submitted by you to the Services (such as account passwords and user names) to accomplish the foregoing and to configure the Services so that they are compatible with the third party sites for which you submit your information. For purposes of these Terms of Use and solely to provide the Account Information to you as part of the Services, you grant FMS authorization to access such third party Data Provider sites and retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities as you could do in person.


FMS has no obligation to monitor the Sites. However, you acknowledge and agree that FMS has the right to monitor the Sites electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation, or other governmental requests, to operate the Services properly, or to protect us or our users. 

FMS’ Intellectual Property Rights

The Content, including the Sites’ “look and feel” (e.g., text, graphics, images, logos, and button icons), photographs, editorial content, notices, software (including HTML-based computer programs), and other material are protected under both United States and other applicable copyright, trademark, and other laws. The Content belongs or is licensed to FMS or our software or content suppliers. FMS grants you the right to view and use the Sites subject to these terms. You may download or print a copy of information provided on the Sites for your personal, internal, and non-commercial use only. Any distribution, reprint, or electronic reproduction of any Content from the Sites in whole or in part for any other purpose is expressly prohibited without our prior written consent.


Rules for Uploading Content

 

  • You are responsible for all User Content you submit to a Site.
     

  • By submitting User Content, you represent that you have all necessary rights to such User Content. You hereby grant each user a non-exclusive license to access your Public Content through the Sites, and to use, reproduce, distribute, prepare derivative works of, and display such Public Content as permitted through the functionality of the Sites and under these Terms of Use.
     

  • You may not post or transmit any User Content that is libelous or defamatory, or any Public Content that discloses private or personal matters concerning any person. 
     

  • You may not post or transmit any User Content that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, or racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability, or violate any law; or that is otherwise inappropriate.
     

  • You may not post or transmit any User Content that would violate the property rights of others, including unauthorized copyrighted text, images, programs, trade secrets, or other confidential proprietary information, or trademarks or service marks used in an infringing fashion. Please note that material available on or through other web sites may be protected by copyright and the intellectual property laws of the United States and/or other countries. The terms of use of those web sites and applicable intellectual property laws, and not these Terms of Use, govern your use of that material.
     

  • You may not interfere with other users’ use of the Services, including disrupting the normal flow of dialogue in an interactive area of the Sites, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Services infrastructure or that negatively affects the availability of the Services to others.
     

  • You agree that any employment or other relationship you form or attempt to form with an employer, employee, or contractor whom you contact through areas of the Sites that may be designated for that purpose is between you and that employer, employee, or contractor alone, and not with us.
     

  • You may not copy or use personal identifying or business contact information about other users without their permission. Unsolicited emails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Services are prohibited.
     

  • You agree that we may use any feedback, suggestions, or ideas you post in any way, including in future modifications of the Services, other products or services, advertising, or marketing materials. You grant us a perpetual, worldwide, fully transferable, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the feedback, suggestions, or ideas in any manner and for any purpose.
     

  • FMS reserves the right to refuse to post or to remove any information or materials, including User Content, in whole or in part, that, in our sole discretion, are unacceptable, undesirable, inappropriate, or in violation of these Terms of Use. It is FMS’s policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who violate the provisions of this Section 13, without prior notice to the user.

Storage and Availability


The Sites and Services are not a content-archiving service. We do not promise to store or make available on our Service any User Content that you submit or any other Content. You are solely responsible for keeping back-ups of everything you post on our Service and we have no obligation to return any User Content to you.

You acknowledge that temporary interruptions in the availability of the Service may occur from time to time as normal events. Under no circumstances will FMS or our suppliers be held liable for any damages due to such interruptions or lack of availability.

Disclaimer of Representations and Warranties


THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE SITES OR PROVIDED THROUGH THE SERVICES (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITES AND SERVICES IS AT YOUR SOLE RISK.

 

1.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FMS, OUR AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS, DATA PROVIDERS, AND SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING THE SITES, SERVICES, CONTENT, AND RELATED MATERIALS, OR THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE CONTENT, THE SITES, OR THE SERVICES (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIM ANY WARRANTIES OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR MERCHANTABILITY. FMS DOES NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, OR QUALITY OF ANY CONTENT, THE SITES, OR THE SERVICES, REGARDLESS OF WHO ORIGINATES THAT CONTENT. THE USE OF ANY INFORMATION CONTAINED ON THE SITES OR OTHERWISE PROVIDED IN CONNECTION WITH THE SERVICES, INCLUDING FROM FMS OR IN CONNECTION WITH OTHER CUSTOMER SERVICE FUNCTIONS ASSOCIATED WITH THE SERVICES, SUCH AS OPINIONS, INSTRUCTIONS, SUGGESTIONS, ADVICE, LETTERS, AND OTHER SIMILAR CONTENT, IS AT THE YOUR OWN RISK. FMS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE CONTENT OR SITES ARE FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT, OR EXPROPRIATE ANY SYSTEM, DATA, OR PERSONAL INFORMATION. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH USING OR RELYING ON THE CONTENT AND SERVICES. FMS IS NOT LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY CONTENT POSTED ON OR LINKED FROM THE SITES, INCLUDING ANY ERRORS OR OMISSIONS IN CONTENT, OR FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY CONTENT.


Not a Financial Planner, Broker, or Tax Advisor


FMS AND ITS SERVICE PROVIDERS DO NOT PROVIDE, AND THE SERVICES ARE NOT INTENDED TO PROVIDE, LEGAL, ACCOUNTING, TAX, BROKER, FINANCIAL PLANNING, CREDIT COUNSELING, OR STUDENT AID OR COUNSELING ADVICE OR SERVICES. 

The Services are intended only to provide you with aggregated account information and data in a format and scope designed to assist your decision-making. Your personal financial situation is unique, and any information and advice obtained through the Services may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any financial strategy that could have legal or financial consequences for you, you are strongly encouraged to obtain additional information and advice from your accountant or other financial, tax, legal, or professional advisers who are fully aware of your individual circumstances.


Alert Disclaimer


You understand and agree that any alerts provided to you through the Services may be delayed or prevented by a variety of factors. FMS does our best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that FMS shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert. You understand that standard data and messaging rates will apply to any alerts provided to you through the Services.

Limitations on FMS’ Liability; Class Action Waiver


TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FMS SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES OR FOR DAMAGES RELATING TO TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY FAILURES, THEFT OF DATA, VIRUSES, SPYWARE, OR THE LIKE, INCLUDING LOSS OF PROFIT, REVENUE, OR BUSINESS, OR LOSS OF OR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR USER CONTENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE SITES, YOUR USE OF THE SERVICES OR CONTENT, OR THESE TERMS OF USE, EVEN IF FMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FMS AND YOU. FMS WOULD NOT BE ABLE TO PROVIDE THE SERVICES WITHOUT SUCH LIMITATIONS.


TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FMS SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, FOR ANY REASON OR UNDER ANY CIRCUMSTANCES, EVEN IF FMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN EXCESS OF $100.00 US DOLLARS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND FMS AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE, WHETHER IN ARBITRATION, IN COURT, OR OTHERWISE, WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR FMS WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR FMS ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND FMS FURTHER AGREE THAT NO ARBITRATION OR PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER ARBITRATION OR PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, FMS, AND ALL PARTIES TO ANY SUCH ARBITRATION OR PROCEEDING.

Your Indemnification of FMS
You shall defend, indemnify, and hold harmless FMS and our affiliates, officers, directors, shareholders, and employees, registered users, Service Providers, Data Providers, and agents from and against all claims and expenses made by any third party, including attorney’s fees, due to or arising out of: (i) providing us with usernames and passwords to access Account Information from Data Provider sites; (ii) content you made available through your use of the Services, including User Content; (iii) your violation of these Terms of Use; or (iv) your violation of any rights of another person.

Ending your Relationship with FMS


These Terms of Use will continue to apply until you deactivate your account or FMS terminates our relationship with you as set out below.

FMS may, at any time, terminate our legal agreement with you:

  • If you have breached any provision of these Terms of Use (or have acted in a manner which clearly shows that you do not intend to or are unable to comply with the provisions of these Terms of Use);
     

  • If FMS in our sole discretion believes we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
     

  • Immediately upon notice to the email address provided by you as part of your Registration Information.

Upon any termination, we may delete your account, passwords, and User Content and we may bar you from further use of the Service. You understand that we may also, in our sole discretion, (a) continue to make your Public Content available on the Service even if your use of the Service is terminated or suspended and (b) put your User Content in a suspended state until your account is renewed or until we permanently delete all data and documents associated with your account. You understand that we have no obligation to return your User Content upon any termination or expiration of your permission to use the Service. We have no obligation to export your data. You agree that we will have no liability to you or any third party for termination of your account, User Content, or access to the Service.

Modifications


FMS may modify these Terms of Use from time to time. It is your responsibility to review these Terms of Use from time to time for any changes. Any and all changes to these Terms of Use will be posted on the Sites. In addition, these Terms of Use will always indicate the date they were last revised. You are deemed to have accepted any changes to these Terms of Use when you use the Services after those changes are posted. FMS reserves the right at any time to modify or discontinue, temporarily or permanently, the Sites (or any part thereof). FMS shall not be liable to any user or other third party for any such modification, suspension, or discontinuance except as expressly provided herein.

Governing Law and Forum for Disputes; Remedies
These Terms of Use, and your relationship with FMS under these Terms of Use, shall be governed by the laws of the State of Delaware without regard to its conflict or choice of laws provisions that would result in the application of the laws of another jurisdiction. Any dispute with FMS, or our officers, directors, employees, agents, or affiliates, arising under or in relation to these Terms of Use shall be resolved exclusively through the courts of the State of Delaware, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case FMS may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, FMS is able to offer the Services at the terms designated, and that your assent to this provision is an indispensable consideration to these Terms of Use.

Your sole and exclusive remedy for any failure or non-performance of the Services, including any associated software or other materials supplied in connection with the Services, shall be for FMS to use commercially reasonable efforts to effectuate an adjustment or repair of the Services.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Sites or Services or these Terms of Services must be filed within one year after such claim or cause of action arose or be forever barred.

Miscellaneous


If any portion of these Terms of Use is deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, these Terms of Use as a whole shall not be deemed unlawful, void, or unenforceable, but only that portion of these Terms of Use that is unlawful, void, or unenforceable shall be stricken from these Terms of Use.

 

You agree that if FMS does not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which FMS has the benefit of under any applicable law), this will not be taken to be a waiver of FMS’s rights and that those rights or remedies will still be available to FMS.

 

These Terms of Use represent the entire understanding and agreement between you and FMS regarding the subject matter of the same and supersede all other previous agreements or amendments.