Wilmington Trust

Online Access Disclosure Agreement

GENERAL DESCRIPTION OF ONLINE SERVICE
1. What this Disclosure Agreement Covers
  
  This Wilmington Trust Online Access Disclosure Agreement (the “Disclosure Agreement”) is between Wilmington Trust and you and contains the terms and conditions for your use of online access services that we may make available to you in connection with your Retirement and Institutional Custody Services (“RICS”), Wealth Advisory Services (“WAS”) and Global Capital Markets (“GCM”) Accounts.
2. Accepting this Disclosure Agreement
  
  When you use or access any of the Online Services described in this Disclosure Agreement, or authorize others to use or access them, you agree to all of the terms and conditions in this Disclosure Agreement. If you do not wish to be bound by this Disclosure Agreement, you may not access or use the Online Service.
3. Definitions
  
  “Account(s)” means any and all RICS, WAS and GCM account(s) identified on our Systems about which you have the right to receive information or you may become entitled to statement information in the future.
  
  “Authorized User(s)” means any party (a) designated by you on an Online Access Election Form (or other document that we may accept in our sole discretion) as authorized to access the Online Service on your behalf, whether officers, directors, or employees of Client or third parties, (b) previously designated by you as authorized to access Online Information, or (c) any individual or entity reasonably appearing to be authorized by you to access Online Information. Authorized Users include (i) the employees specified by an Authorized User or Client that is an entity, (ii) any individual or entity that you have authorized to obtain access to Online Information regarding your Accounts, including but not limited to any beneficiary or other fiduciary of a trust, your service providers, and (iii) any other individual or entity to whom you have granted authority to access your Accounts.
  
  “Client” means each entity or individual, as applicable, listed on or who has completed the Online Access Election Form.
  
  “Loss” means any claims, losses, liabilities, actions, demands, suits, damages, proceedings, and/or costs, whether involving direct or third-party claims (including reasonable attorneys’ fees and costs).
  
  “Online Access Election Form(s)” means the form you and your third party Authorized Users are required to complete to initiate the Online Service (and may include the Client Online Access Election Form, Third Party Authorized User Online Access Election Form or other document that we may accept in our sole discretion), as each form may be changed or updated from time to time and as further described in Section 2.a below.
  
  “Online Information” means the types of information you are authorized to access through the Online Service.
  
  “Online Service” is the online access service(s) provided through OnLine Portfolio, OnLine Statements, Webfolio and WT365, as modified by us in our sole discretion from time to time, that we may provide to you to allow you to access information about your Account(s), including Account statements or tax documents, or to communicate with us through the portal, but not to effect transactions in the Account(s). The Online Service also includes any Software that we may provide for use in connection with the Online Service.
  
  “Site” means the website you visit to access or use the Online Service.
  
  “Software” means any software provided by us (or our vendor) for use in connection with the Online Service.
  
  "System" means the system we use for tracking and accounting for the Accounts.
  
  “User Credentials” means one or more identification credentials (e.g. user names, passwords) that we provide to you to access the Online Service.
  
  “User” (“you” or “your”) means any Client or Authorized User that uses or accesses the Online Service, and all persons and entities that use or access the Online Service on a Client’s or Authorized User’s behalf.
  
  “Wilmington Trust” (“us,” “we” or “our”), for purposes of this Disclosure Agreement, means the entity providing the Online Service to you, whether Wilmington Trust, N.A., Wilmington Trust Company, Manufacturers & Traders Trust Company (M&T Bank) or any affiliate thereof. The Online Service may be provided by any of such entities. Wilmington Trust is a registered service mark used in connection with various fiduciary and non-fiduciary services, including trustee, custodial, agency, investment management, and other services offered to trust, individual, and institutional clients by certain subsidiaries of M&T Bank Corporation, including, but not limited to, Manufacturers & Traders Trust Company (M&T Bank), Wilmington Trust Company (operating in Delaware only) and Wilmington Trust, N.A.
4. Changes to the Disclosure Agreement
  
  We may change this Disclosure Agreement at any time in our sole discretion. For example, we may add, delete or amend terms or the Online Service. We will notify you of such changes by mail or electronic means, including by publishing such changes on the Site or by email to your email address on file with us. Your continued use of the Online Service shall be deemed to be your current and ongoing acceptance of the modified Disclosure Agreement.
ONLINE SERVICE ACCESS
1. Online Access Election Form
  
  Before you can use the Online Service, Client and any applicable third-party Authorized User(s) must have submitted to us a completed Online Access Election Form (which may include, for WAS, a Client Online Access Election Form and a Third-Party Authorized User Online Access Election Form), to set forth designations and elections with respect to Online Service. We may require that the Online Access Election Forms be delivered to us: (i) by mail or hand delivery; (ii) through secure email between us using your email address on file with us; or (iii) through other electronic means that we may offer to you. Secure email shall require prior registration and a password to open and view the email. Your email on file with us must be able to access such secure emails. You may, at any time, request your elections be updated or changed by completing and submitting an updated Online Access Election Form via the delivery means we require. No Online Access Election Form is effective until we sign or confirm it and have had a commercially reasonable time to act on it.
2. Limited License
  
  We grant you a limited, non-exclusive, non-transferable sublicense to access and use the Online Service and the Software. We or our licensors own and hold title to the Online Service and the Software. You acquire only the license granted pursuant to this Disclosure Agreement. Solely for the purpose of (i) enabling us to offer the Online Service (either directly or through one or more of our vendors or subcontractors), and (ii) enabling us and our vendors or subcontractors to test, debug, modify, develop and otherwise enhance the Online Service, you grant to us and each of our vendors and subcontractors engaged in providing or supporting the Online Service, if any, a non-exclusive, royalty-free, worldwide license during the time that the Online Service is provided to use your confidential information that you access through the Online Service. We will take, and will require each such vendor and subcontractor to take, all steps and measures required under our information security procedures to protect your confidential information. For more information about our privacy and security practices and a link to our privacy policies, go to our website at https://www.wilmingtontrust.com/privacy-security.
3. Your Systems
  1. It is your sole responsibility to, and you shall (1) acquire any and all equipment, Internet browser, hardware, software, systems and communication devices and facilities that may be required to use the Online Service (“Your Systems”), (2) maintain appropriate security in connection with Your Systems that meets or exceeds suitable industry standards, and (3) update, maintain and keep Your Systems current.
  2. It is your sole responsibility to, and you shall, maintain and continuously operate on Your Systems, up-to-date software that is reasonably capable of detecting and protecting against any virus. In addition, you are solely responsible for (1) maintaining the security of Your Systems, (2) protecting Your Systems from viruses and unauthorized access or intrusion, including by any malicious or criminal act or network attack, (3) any error or loss of information that may be due to the failure or inadequacy of Your Systems, (4) correction of any defects and/or problems which affect the functioning of Your Systems, including network, operating or other systems necessary to the functioning of Your Systems, and (5) the selection, operation and maintenance of Your Systems necessary to access the Site and use the Online Service. Although we do not represent or warrant that the Online Service will be free from any viruses, we periodically check for the most commonly known viruses. We are not responsible for any Loss to Your Systems, or Loss to you, caused by any virus arising in connection with the use of the Online Service.
4. User Credentials/Authorized Users
  1. We will provide you with User Credentials. You are solely responsible for the administration and confidentiality of your User Credentials and agree to take all necessary steps to protect your User Credentials. You further agree that the use of User Credentials is a reasonable security procedure to verify the authenticity of the person gaining access to the Accounts and the authenticity of any communication delivered to us. You shall not share your User Credentials with any third party, including but not limited to any dashboard for your accounts or finances. All instructions and requests for access to an Account received by use of User Credentials will be binding upon you as authentic for all purposes, whether or not actually authorized, without further verification of the identity or authority of the person issuing the instruction or gaining access to the Accounts.
  2. You are solely responsible for maintaining the security of Your Systems and of all User Credentials. You understand that we shall have no liability for Losses resulting from your failure to implement security procedures or any breach of security procedures by you or your Authorized Users and you will have to bear the entire loss occasioned by or resulting from any use of the Online Service initiated by using the User Credentials. We reserve the right to revoke any or all of the User Credentials at any time and for any security reason without prior notice.
  3. You will immediately notify us in the event that you believe or become aware that (1) the security or confidentiality of your User Credentials has been compromised or (2) there has been any unauthorized access to the Online Service or the Accounts. No Wilmington Trust employee will contact you via email or phone requesting your User Credentials. If you are contacted by anyone requesting this information, please contact us immediately.
  4. We are entitled to investigate or audit at any time your use of the Online Service for purposes of determining whether there has been any unauthorized access. You will cooperate with us in connection with any such investigation or audit and any other investigation relating to any apparent unauthorized access or any apparent unauthorized release of your User Credentials.
  5. You shall promptly deliver written notice to us if you or your Authorized Users no longer require the Online Service.
  6. We will provide User Credentials to your Authorized Users. You are responsible for controlling access to the Online Service by designating only Authorized Users for whom access to the Online Information is intended by you. You shall be responsible for all access to, and use of, the Online Service by any of your Authorized Users, or by individuals providing the User Credentials or other credentials of an Authorized User, and we may rely and act on any communication purporting to have been made or signed on your behalf which we reasonably believe to have been made or signed by your Authorized Users without inquiry, as though such communications had been received directly from you. You assume all risk resulting from the appointment of your Authorized Users and from any and all access to the Online Service using the User Credentials. You shall immediately deliver written notice to us should you wish to terminate an Authorized User’s Online Service, which termination shall not be effective until we have had a commercially reasonable time to act on it.
ACCEPTABLE AND PRUDENT USE OF THE ONLINE SERVICE
1. Representations
  
  At all times during your access or use of the Online Service, you represent, warrant and agree that: (i) you shall comply with all applicable laws, regulations and rules, including privacy laws and regulations regarding data collected or received by you (other than your own data) in connection with the Online Service; (ii) you have the right and authority to access the Accounts under this Disclosure Agreement; (iii) your use of the Online Service shall be in accordance with your agreements with regard to the Accounts (whether such agreement is with us or another party with a beneficial or other interest in the Accounts); (iv) your Authorized Users have legal authority to access the Online Information; (v) if you are acting in a fiduciary capacity, you are duly appointed, qualified and acting in such capacity; and (vi) your use of the Online Service will not violate the rights of Wilmington Trust or any third party. You shall promptly notify us if any of your representations, warranties or agreements in this Disclosure Agreement ceases to be true and correct.
2. Prohibited Uses
  
  You also agree that your use of the Online Service for the following activities is prohibited:
  1. Intellectual Property Right Violations
    
    Engaging in any activity that infringes or misappropriates the intellectual property rights of others, including patents, copyrights, trademarks, service marks, trade secrets, or any other proprietary right of any third party.
  2. Hacking
    
    Accessing illegally or without authorization the System or any computers, systems, devices, accounts, equipment, or networks belonging to another party, or attempting to penetrate security measures of the Online Service, the System and/or another system. Without limiting the generality of the foregoing, the foregoing includes any activity that may be used as a precursor to an attempted system penetration, including, but not limited to, port scans, stealth scans, or other information gathering activity. Also prohibited is: (1) distribution of Internet viruses, trojan horses, or other destructive activities, or distributing information regarding the creation of and sending Internet viruses, worms, trojan horses, pinging, flooding, mail bombing, or denial of service attacks and (2) damaging or tampering with the System or any System equipment, software or settings, maliciously accessing, altering, deleting, damaging or destroying any computer system network, programs or data of the Online Service or the System, disrupting or attempting to disrupt network traffic, use of the Online Service by any other user, or attempting to overload the Online Service and/or the System, or attempting to monitor, capture or otherwise intercept Online Service network traffic.
  3. Facilitating a Violation of This Disclosure Agreement
    
    Advertising, transmitting, or otherwise making available any software product, product, or service that is designed to violate this Disclosure Agreement which includes the facilitation of the means to spam, initiation of pinging, flooding, mail bombing, denial of service attacks, and piracy of software.
  4. Export Control Violations
    
    The transfer of technology, software, or other materials in violation of applicable export laws and regulations, including but not limited to the U.S. Export Administration Regulations and Executive Orders.
  5. Resale
    
    The sale, transfer, or rental of bandwidth or any other part of the Online Service to customers, clients or any other third party.
  6. Interference
    
    Engaging in any activity that directly or indirectly: (1) interferes with a user’s access to the Online Service or the proper operation of the Online Service, or otherwise causes harm to the Online Service or System, or other users of the Online Service or System; (2) interferes with or circumvents any security feature of the Online Service or any feature that restricts or enforces limitations on use of or access to the Online Service; (3) accesses any account other than the Accounts; or (4) interrupts or attempts to interrupt the operation of the Online Service or the System.
AVAILABILITY; SUSPENSION AND TERMINATION
1. Availability
  
  The Online Service is normally available 365 days a year from 7 AM – 9 PM (Eastern), except during system maintenance and upgrades. System maintenance generally occurs on Saturday and/or Sunday from 2 AM – 11 AM (Eastern). If maintenance and/or upgrades are necessary outside of this window, a message will be displayed on-line when you sign on to the Online Service. You may contact us at the number provided in the ‘Contact Us’ section displayed on the Site.
2. Suspension and Termination
  
  We may, at any time, modify, suspend or terminate your access to the Site, the Online Service, or any part thereof, immediately and without prior notice for any reason (including inactivity). We may, at any time, discontinue providing the Site and the Online Service, or any part thereof, with or without notice to you. The Online Service remains in effect until terminated by you or us. You may cancel your service at any time by notifying us of your intent to cancel in writing addressed to your relationship manager, provided, however, any cancellation notice sent by you shall not be effective until we have received and had time to act on such notice. This cancellation applies to your Online Service and does not terminate your Account(s).
3. Investigation
  
  We reserve the right, without any limitation, to: (i) investigate any suspected breaches of the Site security or our information technology or other systems or networks, (ii) investigate any suspected breaches of this Disclosure Agreement, and (iii) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters. Any suspension or termination will not affect your obligations to us under this Disclosure Agreement. Upon suspension or termination, or upon notice from us, all rights granted to you under this Disclosure Agreement will cease immediately, and you agree that you will immediately discontinue use of the Online Service. The provisions of this Disclosure Agreement which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to us in this Disclosure Agreement, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, and no class action, and mandatory arbitration.
COMMUNICATIONS; ONLINE INFORMATION
1. Recording of Communications
  
  To help protect you, to improve customer service, and for any other purpose, you agree that we may monitor and/or record any communication, electronic or verbal, between you and us and our agents to the extent permitted by applicable law.
2. Email Communications
  
  The Online Service may enable you and/or your Authorized Users to communicate with us by secure email. Where the Online Service enables such communication, it is intended for document sharing purposes only. We will not accept any instructions (including time sensitive or financial transaction instructions) sent to us by means of this email facility or otherwise as part of the Online Services. In addition, we may send important notices to your external email address about the Online Service and any Disclosure Agreement changes and to communicate with you regarding customer service inquiries. We require that every Client provide us with a valid and current external email address and notify us of any changes to that email address by any means that we may periodically require.
3. Security
  
  You acknowledge that transmissions over the Internet are inherently insecure. By using or accessing the Online Service, you acknowledge and agree that we cannot guaranty the privacy, security or authenticity of your communications with the Online Service or the Site or your use of or access to the Online Service, and possible unintended results may occur, including delay, access to or interception of data by unauthorized third parties, tampering, and interruption, error in telecommunications media or damage to Your Systems. Accordingly, you must assess whether the use of the Online Service or the Internet is adequately secure to meet your particular needs and you assume all risk of loss, disclosure or damage resulting from such use.
4. Online Information
  
  Through the Online Service, you can view Online Information. You understand and agree that the Online Information is for reference purposes only. You understand and agree that there may be delays, omissions, inaccuracies and other errors with respect to the Online Information, and you agree that we shall not be liable for any Loss in connection with (i) the (in)accuracy, (in)completeness, (un)timeliness, or (in)correct sequencing of the Online Information, and (ii) any decision made or action taken or omitted by you or anyone else in reliance upon the Online information, (iii) interruption of any access to, or the unavailability of, the Online Information, or (iv) the unavailability of any data or information, including but not limited to the Online Information.
PROPRIETARY RIGHTS IN THE SERVICES

The Online Service, Software and Online Information are our property or the property of the Service Provider or others that allow us to distribute their information ("Information Providers") and contain proprietary and confidential information that is protected by applicable intellectual property laws. Except as expressly authorized herein, you may not reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, codify, disseminate, or commercially exploit such Online Information, the Software or the Online Service in any manner (including electronic, print or other media now known or hereafter developed) without our prior written consent. You shall comply with any reasonable request from us, the Service Provider or any of the Information Providers to protect their respective rights in the Online Information, the Site, the Software or the Online Service.
DISCLAIMER OF WARRANTIES

We will have no duties or obligations to you in connection with the Site, the Online Service, or this Disclosure Agreement, other than as expressly stated in this Disclosure Agreement. NOTHING IN THIS DISCLOSURE AGREEMENT, THE SITE OR THE ONLINE SERVICE IS INTENDED, NOR SHOULD IT BE RELIED UPON, FOR PERSONAL, LEGAL, TAX, OR FINANCIAL DECISIONS. YOU SHOULD CONSULT WITH YOUR OWN APPROPRIATE PROFESSIONAL FOR ANY SUCH ADVICE NEEDED. THERE IS NO GUARANTEE THAT ACCESS TO THE ONLINE SERVICE WILL BE AVAILABLE AT ALL TIMES, AND WE SHALL NOT BE LIABLE IF YOU ARE NOT ABLE TO ACCESS THE ONLINE SERVICE.

WE PROVIDE THE ONLINE SERVICE, THE SITE, THE SOFTWARE, AND THE ONLINE INFORMATION "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES, AND GUARANTEES WITH RESPECT TO THE ONLINE SERVICE, THE SITE, THE SOFTARE AND THE ONLINE INFORMATION, INCLUDING WITH RESPECT TO THE OPERATION, CAPACITY, SPEED, FUNCTIONALITY, QUALIFICATIONS, OR CAPABILITIES OF THE FOREGOING, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE (INCLUDING ANY WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
FORCE MAJEURE

We shall not be liable for any Loss or delay resulting from any act or delay or failure to act caused by circumstances not within our control, including without limitation malfunction of the electronic media, interruption of power supply or other utilities, computer viruses, your acts or acts of third parties (including without limitation, denial of service, attacks upon our or our Service Provider's systems), fire, flood, ice, explosion or other act of God, strike or stoppage of labor, industrial sabotage, war, terrorism, insurrection, riot, delays in the mail or courier service, delays in public funding, change of law, rule or governmental regulation or interpretation, court order, or the insolvency, unavailability or failure to act or delay in acting of any other system, United States mail, communications systems, governmental agency or any other party necessary to Online Service.
INDEMNITY

You agree to release, defend, indemnify and hold harmless us, our affiliates (and our and our affiliates’ directors, officers and employees), the Service Provider and any Information Provider, from and against any Losses arising out of or in connection with your breach of this Disclosure Agreement, violation of applicable law or regulation, use or misuse of the Site or Online Service, or in any way connected with your access to or use of the Online Service.
LIMITATIONS OF LIABILITY

We shall not be liable for any Loss arising out of or in connection with this Disclosure Agreement, the Site or the Online Service, except to the extent directly caused by our gross negligence or willful misconduct. We shall not be liable in any way for the termination, interruption or delay in the Online Service. WE SHALL NOT (AND OUR AFFILIATES AND OUR AFFILIATES’ AND OUR OFFICERS, DIRECTORS, AND EMPLOYEES SHALL NOT) BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF DATA, OR LOSS OF GOODWILL, OR INTERRUPTION OF BUSINESS, NOR FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY LOSSES OR DAMAGES OF ANY KIND, OF YOU OR ANY THIRD PARTY, HOWEVER CAUSED, WHETHER ARISING OUT OF OR RELATED TO THIS DISCLOSURE AGREEMENT OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE ONLINE SERVICE, THE SITE, THE SOFTWARE OR ONLINE INFORMATION, REGARDLESS OF WHETHER SUCH CLAIM ARISES UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY EVEN IF ANY OF THE FOREGOING EVENTS OR CIRCUMSTANCES WERE FORESEEABLE AND EVEN IF WE OR OTHERS WERE ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES.

IN THOSE STATES WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR ANY OF THE DAMAGES DESCRIBED IN THIS SECTION MAY NOT APPLY, ANY LIABILITY OF US AND OUR AFFILIATES (AND OUR AFFILIATES’ AND OUR OFFICERS, DIRECTORS, AND EMPLOYEES) IN THOSE STATES IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED ONE HUNDRED DOLLARS ($100.00).
FEES AND EXPENSES

We do not charge fees for the Online Service. You agree to pay any and all costs that we may incur in enforcing this Disclosure Agreement (including reasonable attorney’s fees and disbursements).
ASSIGNMENT

This Disclosure Agreement may not be assigned by you without our prior written consent. Any purported assignment in violation of this Section is null and void. We may assign our rights and delegate our duties under this Disclosure Agreement to any of our affiliates or any other party. This Disclosure Agreement is binding on you and your successors and assigns and shall inure to our benefit and the benefit of our successors and assigns. Except as expressly set forth in this Disclosure Agreement, no third party is an intended beneficiary of, and no third party shall be a beneficiary of, this Disclosure Agreement. We may engage outside contractors to perform certain services under this Disclosure Agreement (e.g., the Service Provider) and may, as a convenience to you, engage certain of those contractors on your behalf to perform as your agent one or more of your obligations with respect to the Online Service.
GOVERNING LAW AND CLASS ACTION AND JURY TRIAL WAIVERS

This Disclosure Agreement is governed by the laws of the State of Delaware, without regard to its principles of conflict of laws. Any dispute arising out of or concerning this Disclosure Agreement shall be brought in a State or Federal Court located in the State of Delaware.

YOU AND WE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE OUR RESPECTIVE RIGHTS TO TRIAL BY JURY IN LAWSUITS OR OTHER PROCEEDINGS BASED IN LAW OR EQUITY IN CONNECTION WITH THIS DISCLOSURE AGREEMENT AND RELATED TRANSACTIONS.

ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE RELATING TO THIS DISCLOSURE AGREEMENT IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR WE WILL SEEK TO HAVE ANY DISPUTE RELATING TO THIS DISCLOSURE AGREEMENT HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED PROCEEDINGS.
INTEGRATION; OTHER AGREEMENTS

This Disclosure Agreement is the entire understanding of the parties with respect to the use of the Online Service, the Site and the Software, and supersedes all previous agreements and understandings, whether written or oral, between you and us concerning the Online Service, the Site or the Software with respect to and in connection with your Account(s). This Disclosure Agreement includes all Online Access Election Forms, all of which are incorporated herein by reference. Without limiting the generality of the foregoing, this Disclosure Agreement does not apply to or govern in any way, nor does it change the terms of, any agreements you may have with us or any of our affiliates with respect to deposit accounts, credit cards, loans, brokerage accounts, M&T Web Banking services or any other service not offered through our RICS, WAS or GCM Divisions. In addition to this Disclosure Agreement, you may have a separate agreement(s) with us with respect to your accounts or other services that we may provide to you. Those agreements will continue to apply to each of those accounts or services. For the purposes of this Disclosure Agreement: (a) “including (include)” means “including (include), without limitation;” and (b) “or,” as in “A or B,” means “A or B or both.”
SEVERABILITY AND WAIVER

If any term of this Disclosure Agreement is held to be invalid, illegal or unenforceable by court or government agency or due to a change in law, the remaining terms shall continue in full force and effect. No waiver or modification of this Disclosure Agreement will be effective against us unless the same is in writing and signed by us. Our failure to insist at any time upon strict compliance with any term of this Disclosure Agreement, or any delay or failure on our part to exercise any power or right given to us in this Disclosure Agreement, or a continued course of such conduct on our part 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 hereunder are cumulative and not exclusive of any other rights or remedies. A copy of this Disclosure Agreement and information about Accounts kept by us in the normal course of our business may be entered in evidence as an original. Our performance of this Disclosure Agreement is subject to existing laws and legal process, and nothing contained in this Disclosure Agreement shall waive or impede our right to comply with law enforcement requests or requirements relating to your use of the Online Service or information provided to or gathered by us with respect to such use.

If this Disclosure Agreement requires an electronic signature, then under both the Federal E-Sign statute and any applicable state statutes modeled after the Uniform Electronic Transactions Act, each party acknowledges and agrees that they have agreed to conduct transactions electronically and that any electronic signature, or other electronic manifestation of assent hereto in the form specified, is and will be the signature of such party for all purposes.