IMPORTANT TERMS AND CONDITIONS AND DISCLAIMERS
- NOTICE. BEFORE USING ANY WEB PAGES, MOBILE APPLICATIONS OR INFORMATION CONTAINED HEREIN OR LINKED HERETO, YOU SHOULD CAREFULLY READ THE FOLLOWING IMPORTANT TERMS AND CONDITIONS AND DISCLAIMERS (THE “AGREEMENT”). THE SITES DEFINED BELOW ARE PROVIDED FOR INFORMATION PURPOSES ONLY. YOUR USE OF ANY OF THE SITES CONSTITUTES YOUR AGREEMENT AND ACKNOWLEDGEMENT TO ALL TERMS AND CONDITIONS HEREIN. IF YOU DO NOT AGREE TO AND ACKNOWLEDGE THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS THE SITES.
- AGREEMENT. This Agreement describes the terms and conditions on which you are permitted to access and use sites owned, operated, or controlled by Five Star Bank (“Bank”), its parent (Financial Institutions, Inc.), the Bank’s subsidiaries and affiliates (which include Courier Capital, LLC (“Courier Capital”) and Scott Danahy Naylon, LLC (“SDN”)) (collectively defined as “Sites”)(Bank and its parent, subsidiaries, and affiliates collectively defined as “Five Star”, “we”, “us”, or “our”) . Sites include web pages and mobile applications, any of the services made a part of or available through the sites, and any information contained on the sites. The Sites may provide products, services, or access or use rights under other terms and conditions (“Supplemental Agreements”). In the event of a conflict, the terms and conditions specific to those products, services or access or use rights will govern. By using the Sites, you authorize us to rely upon “checks” or “clicks” in designated locations that are attributable to your password as memorializing your consent and agreement to the terms of such Supplemental Agreements. This Agreement is in addition to any Supplemental Agreement and is not intended to supersede or modify any such Supplemental Agreement, nor is such Supplemental Agreement intended to supersede or modify this Agreement.
- LIMITED LICENSE. Five Star grants you a personal, revocable (by Five Star at any time), non-exclusive, non-transferable, non-licensable, limited license to access, use and display the Sites and the information, graphics, content and materials contained on the Sites (“Content”) and any software made available to use the Sites. All right, title and interest in the Sites and the Content is the exclusive property of Five Star or the property of Five Star’s licensors. You have no ownership rights in the Content or Sites. Except as explicitly stated on the Sites, the works of authorship contained on the Sites are owned or licensed by us. This includes all design, text, sound recordings and images. You acknowledge and agree that the Sites and the Content are protected by copyrights, trademarks, service marks, and other proprietary rights and laws and are provided only for your personal, non-commercial use. We grant you a limited license to print copies of any Content contained on the Sites for your personal and non-commercial use. Except as expressly provided above, all rights are reserved.
- TRADEMARKS AND THIRD PARTY PRODUCTS AND SERVICES. Except with respect to certain names, words or symbols appearing on the Sites which may be used by other entities to market or sell products and services they offer (“Third Party Marks”), Five Star claims rights to the trademarks and service marks contained and displayed on the Sites and the Content. Use of any of Five Star’s trademarks or service marks without our prior written consent is strictly prohibited. Five Star makes no claim to Third Party Marks. Five Star does not endorse, support or recommend products or services offered by other parties.
- USE OF CONTENT. You may use the Site for personal and non-commercial use. You may not copy, display, perform, distribute, license, frame, download, modify, reproduce, publish, report, repost, sell, transmit, distribute, store, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes or for subsequent use the Sites, Content, software, products or services obtained from the Sites, without our prior written consent. We may provide certain portions of the Content under license from third parties (“Third Party Providers”). You agree to comply with any additional restrictions on your usage that we or Third Party Providers may communicate to you. Information, promotions, rates, terms and other Content contained on the Sites is subject to change without prior notice to you. Any product and service offered by Five Star is subject to our review and acceptance. Products and services that are described on the Sites are subject to terms and conditions and may not be available in certain geographic locations.
- INVESMENT AND INSURANCE PRODUCTS. Insurance and investment products and services are not FDIC insured, are not a deposit or bank guaranteed, are not insured by any Federal Governmental agency, and are subject to investment risks, including possible loss of the principal invested. Insurance products may be offered by SDN and investment products may be offered by Courier Capital.
You should not construe any information contained on the Sites as investment advice or recommendations as to the suitability of any product, service, or security. All Content is provided for your convenience and information only. None of the Content constitutes an offer to sell or a solicitation of an offer to buy any security. Before executing any transaction involving information you obtained from the Sites, you should consult your financial, tax accounting, legal, or other applicable advisors with respect to the price, suitability, value, risk or other aspects the product, service, security, or investment. Pricing and other information generated through the use of data or services made available on the Sites may not reflect actual prices or values that would be available in the market at the time provided or at the time that the user may want to purchase or sell a particular security or other instrument.
- MARKET INFORMATION. The Sites may include financial information provided by third parties. This may include financial market data, quotes, news, analyst opinions and research reports (collectively, “Market Information”). We do not endorse or approve the Market Information. All information, including Market Information, is made available to you only as a convenience. We and third parties do not (a) guarantee the accuracy, timeliness, completeness or correct sequencing of the Market Information; or (b) warrant any results from your use or reliance on the Market Information. Market Information may quickly become unreliable for various reasons including, but not limited to changes in market conditions or economic circumstances. You acknowledge that neither we nor third parties are obligated to update any information or opinions contained in the Sites including Market Information. We or third parties may discontinue offering any information, including Market Information, at any time and without prior notice to you. You agree that neither we nor third parties will be liable in any way for the termination, interruption, delay or inaccuracy of any information on the Sites, including Market Information. You will not share Market Information with anyone without our expressed prior written consent. You will not use information for any commercial or business purpose.
- DATED AND FORWARD-LOOKING STATEMENTS. Certain information on the Sites may contain information which might be construed as forward-looking statements. Such statements are subject to risks and uncertainties and relate only to the date on which the statement was made. The words “believe,” “expect,” “anticipate,” “optimistic,” “intend,” “aim,” “will” or other similar expressions are intended to identify forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements. Any dated information is published as of its date only. Dated and forward-looking statements speak only as of the date on which they are made. We undertake no duty or obligation to update or revise any dated or forward-looking statements.
- LIMIT ON DAMAGES. FIVE STAR AND OUR THIRD PARTY PROVIDERS, DIRECTORS, OFFICERS OR EMPLOYEES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, WHETHER UNDER THIS AGREEMENT OR OTHERWISE ARISING IN ANY WAY OR IN CONNECTION WITH OR RELATED TO THE SITES, ANY SOFTWARE USED TO ACCESS THE SITES, ANY OF THE SERVICES AVAILABLE THROUGH THE SITES OR THE CONTENT, YOUR RELIANCE ON, USE OF OR INABILITY TO USE THE SITES, OR ANY ERROR, OMISSION, INTERRUPTION, OR DELAY IN OPERATION, OR ANY COMPUTER VIRUS OR SYSTEM FAILURE, REGARDLESS OF WHETHER SUCH CLAIM ARISES UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER FIVE STAR OR OUR THIRD PARTIES ARE ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
- SUBMISSIONS. All information you submit to us via the Sites will be considered to be our property. We are free to utilize any information you submit for any purpose. To the extent applicable law does not permit us to own such information, you hereby grant us a perpetual, worldwide, unlimited license to use the information you submit for any purpose.
- INTERNET EMAIL. We strongly discourage the use of ordinary email systems to communicate with us. Ordinary email systems and messages may be vulnerable to interception, alteration and loss. We will not be responsible to anyone for any damages arising out of or in connection with any email sent to us using email.
- INDEMNITY. You agree to defend, indemnify, and hold harmless Five Star and our Third Party Providers, directors, officers and employees from and against all claims, liabilities, losses, expenses or other costs, including attorneys' fees, arising out of your violation of any of the terms hereof by you, the content of any message sent using email, your violation of law, your use of the Sites or Content, or your misuse of the Sites, including such violation or misuses conducted by your employee or agent, if applicable.
- NEWS SERVICES; ADVERTISERS. We do not warrant, endorse or guarantee any information provided through any news service on the Sites or any product or services advertised on the Sites. We will not be a party to any transaction between you and any news service or any advertiser or user. We do not assume the responsibility of monitoring the use of trademarks, copyrights or other rights of news service, advertisers or other third parties.
- MODIFICATION, SUSPENSION AND TERMINATION OF ACCESS. We may modify, terminate and/or suspend your access to the Sites, the related services or any portion thereof at any time, without notice. We may also impose limits on certain features and services or restrict your access to parts or all of the Sites without notice or liability. We may at any time and without notice to you discontinue providing the Sites, or any part thereof.
- USE FOR ILLEGAL ACTIVITIES PROHIBITED. As you use the Sites, you agree not to use the Sites:
(a) in violation or attempted violation of the terms herein;
(b) in any manner which could damage, disable, interrupt, overburden, or impair the Sites or interfere with any other party's use and enjoyment of the Sites;
(c) for any illegal activities or attempted illegal activities (Illegal activities include, but are not limited to, tampering with information databases and software, unauthorized entry to other networks or computers, trafficking in illegal products or substances, disobeying trade restrictions, violating civil rights laws, knowledgeable vandalism, destruction of online files, transmitting any unlawful, infringing, harmful, inappropriate, or otherwise objectionable material of any kind, that can cause harm or delay to this Site, its users, Five Star, or computers of any kind.);
(d) Misrepresent your identity in any way;
(e) Violate or attempt to violate the security of this Site (Any such violations may result in criminal and/or civil penalties against you. We may investigate any suspected violation and, if a criminal violation is suspected, we will cooperate with law enforcement agencies in their investigations);
(f) for any unsolicited advertising, solicitation, or promotional activities;
(g) to reverse engineer, disassemble or decompile any section or technology on the Sites;
(h) to launch or use any automated system, including without limitation “robots,” “spiders” or “offline readers,” that access the Sites in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser; or
(i) to transmit chain letters, unsolicited messages, “spamming” or “phishing” messages, or messages marketing or advertising goods and services.
You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Sites including U.S. export laws and regulations, which regulate the distribution of materials and services originating in the United States. We prohibit caching, unauthorized hypertext links to the Sites, and the framing of any Content. We reserve the right to disable any unauthorized links or frames and specifically disclaim any responsibility for the Content available on any other websites linked to our Sites.
- OFFICE OF FOREIGN ASSETS CONTROL RESTRAINTS. The Sites may not be available or may be limited in some jurisdictions outside the United States.
Under the Bank Secrecy Act, Five Star is prohibited from transacting business with persons or entities listed as “blocked” by the Office of Foreign Assets Control (OFAC). The official listing is published in the Federal Register and updated from time to time. You agree not to transact business with persons or entities blocked by OFAC. You represent and warrant that:
(a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country;
(b) that you are not listed on any U.S. Government list of prohibited or restricted parties, such as the U.S. Department of Treasury’s OFAC Specially Designated Nationals List.
- INTERNET GAMBLING/REGULATION GG. You agree not to use the Sites, products and/or services in a way that involves “restricted transactions” (as defined in Regulation GG, 12 CFR Part 233, of the Unlawful Internet Gambling Enforcement Act “UIGEA”) pertaining to unlawful Internet gambling. We reserve the right to prohibit and/or reject transactions involving Internet gambling.
- THIRD PARTY BENEFICIARIES. To the extent the Content contains data or information provided by Third Party Providers or are otherwise contributed to by Third Party Providers, such Third Party Providers shall be considered third party beneficiaries of this Agreement.
- ASSIGNMENT; WAIVER. You may not assign, sublicense, delegate, subcontract or otherwise transfer your rights, duties and obligations under this Agreement to a third party without our express written consent. Any instrument purporting to make an assignment or other transfer in violation of this provision shall be null and void. Any forbearance or delay on the part of either party hereto in enforcing any provision of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or of a right to enforce same for such occurrence or any future occurrence.
- AMENDMENTS; MODIFICATIONS OF THIS AGREEMENT. We reserve the right to change, modify, add or remove any portion of this Agreement in whole or in part, at any time, by posting the amended terms on the Sites. The new terms shall automatically be effective and binding on you 15 days after they are initially posted on the Sites. Your continued use of the Sites after any changes to this Agreement are posted will be considered your acceptance of and agreement to those changes. This Agreement may not otherwise be amended.
- AGREEMENT TO ARBITRATE. All disputes relating to this Agreement, use of the Sites or the Content shall be subject to final and binding arbitration, with the losing party paying all costs of arbitration. Any arbitration relating to this Agreement shall be held in Monroe County New York, under the rules of the American Arbitration Association.
- GOVERNING LAW. This Agreement is governed by the laws of the State of New York without regard to its principles of conflict of laws. The Sites are not intended for distribution to, or use by, any person or entity, or any jurisdiction or country where such distribution or use would be contrary to local law or regulation, would subject Five Star to any liability or would not give effect to all of the provisions in this Agreement. You may not access the Sites or the Content where such access is illegal or prohibited or where such access would subject Five Star to any liability.
- COMPLETE AGREEMENT/NO REPRESENTATIONS. This Agreement constitutes the entire agreement between you and us relating to your access to and use of the Content and the Sites. Our failure to insist at any time upon strict compliance with any term of this Agreement, delay or failure to exercise any power or right given to us in this Agreement, nor our continued course of such conduct shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other future exercise. All rights and remedies given to us in this Agreement are cumulative and not exclusive of any other rights or remedies which we otherwise have at law or equity. We reserve any rights not otherwise expressly granted by this Agreement. Captions are for convenience only. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. The provisions of this Agreement which expressly or by implication are intended to survive its termination will survive and continue to bind both you and us.