Wilmington Trust

Terms and Conditions of Use

This Terms and Conditions of Use Agreement (the “Agreement”) describes the terms and conditions on which Wilmington Trust allows access to and use of sites operated by Wilmington Trust, its parent (M&T Bank Corporation), M&T Bank and all of their subsidiaries and affiliates (collectively, “Wilmington Trust”, “we”, or “our”) (collectively, including any of the services made a part of or available through the websites and any of its web pages or links and/or mobile applications, the “Site”).

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, which include, but are not limited to, Manufacturers & Traders Trust Company (M&T Bank), Wilmington Trust Company (operating in Delaware only) and Wilmington Trust, N.A.

Please carefully read this Agreement.

YOUR USE OF THIS SITE (WWW.WILMINGTONTRUST.COM) CONSTITUTES YOUR EXPRESS ACKNOWLEDGEMENT OF RECEIPT OF, CONSENT TO AND ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT CONSENT TO THE AGREEMENT BELOW, YOU SHALL NOT ACCESS THIS SITE OR ANY WEB PAGES OR LINKS AND/OR MOBILE APPICATIONS THEREIN. WILMINGTON TRUST RESERVES THE RIGHT TO CHANGE, MODIFY, REMOVE, OR ADD PORTIONS TO THE AGREEMENT AT ANY TIME BY POSTING THOSE CHANGES TO OUR SITE. WE RECOMMEND THAT YOU PERIODICALLY RETURN TO OUR SITE AND REVIEW THE AGREEMENT FOR CHANGES THAT MAY AFFECT YOU. ANY CHANGE, MODIFICATION, ADDITION, OR REMOVAL TO THE AGREEMENT WILL BECOME EFFECTIVE IMMEDIATELY UPON POSTING TO THIS SITE.

LIMITED LICENSE. Wilmington Trust grants you a personal, revocable (at any time), non-exclusive, non-transferable, non-sublicensable, limited license to access, use and display the Site and the information, graphics, content and materials thereon (“Content”) and any software that may be necessary to use the Site for your personal use. You have no ownership rights in the Content or Site, which is owned by us or our licensors. The works of authorship contained in the Site, including, but not limited to, all design, text, sound recordings and images, are owned or licensed by, except as otherwise expressly stated, Wilmington Trust. You acknowledge and agree that the Site 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. You may not copy, display, perform, distribute, license, frame, download, modify, publish, report, repost, sell, transmit, store for subsequent use, or otherwise use in whole or in part in any manner the Site or Content without our express prior written permission, except to the extent permitted by the Copyright Act of 1976 (17 U.S.C. § 107), as amended. Except as expressly provided above, we reserve all rights. Copies made incidentally in the ordinary course of your personal, non-commercial use of this website and a reasonable number of printed copies for such use are permitted, provided that you do not modify or alter the material in any way and you do not remove, obscure or change any copyright, trademark or other proprietary marks or information.

You acknowledge that we may provide certain portions of the Content under license from our agents, vendors or partners (“Third Party Providers”), and you agree to comply with any additional restrictions on your usage that we may communicate to you from time to time, or that are otherwise the subject of an agreement between you and such licensors.
TRADEMARKS. Wilmington Trust and M&T Bank (a/k/a Manufacturers and Traders Trust Company) (“M&T Bank”) are registered United States trademarks. Wilmington Trust (including one or more of the Wilmington Trust entities) and M&T Bank claim rights in certain trademarks, service marks and logos contained and displayed in the Site and Contents. Wilmington Trust may also claim trademark or service mark rights in other product names, business names, logos, slogans and other marks contained on the Site and its Contents. You may not use any Wilmington Trust or M&T Bank trademarks or service marks without first obtaining our express written permission. Other featured words or symbols used to identify the source of products and services may be the trademarks of their respective owners. Wilmington Trust makes no claim to such marks and do not endorse, support or recommend such products or services.
USE OF CONTENT; NO INVESTMENT ADVICE OR OFFERS. The Site and Content is provided for your convenience and information only. The Contents and the Site are not intended as and do not constitute investment advice or a solicitation or offer to buy or sell any investment product or service, nor a recommendation or determination by Wilmington Trust that any investment product or service is available or suitable for a specific investor. Past performance may not be indicative of and does not guarantee future results. We do not make any representation or warranty regarding past performance. Different types of investments involve varying degrees of risk, and there can be no assurance that the future performance of any specific investment or investment strategy will be profitable or equal to any historical performance level(s). You should seek financial advice regarding the availability and suitability of any investment product or service, based on your objectives, financial situation and particular needs. You should consult your own financial, business, tax and accounting advisors and your attorney, with respect to the price, suitability, value, risk or other aspects of any stock, mutual fund, security or other investment.

Investments like stocks, bonds, annuities and mutual funds are not bank deposits or insured by the FDIC or any other entity, are not deposits of or other obligations of or guaranteed by Wilmington Trust or any other bank or entity and are subject to investment risks including the possible loss of principal amount invested. Some of the investment products referred to on the Site may be available only to certain "qualified investors" and/or "accredited investors" — that is, investors who meet certain income and/or investable assets thresholds.

Any forecasts presented constitute the informed judgments and opinions of Wilmington Trust about likely future capital market performance. The forecasts are subject to a number of assumptions regarding future returns, volatility, and the interrelationship (correlation) of asset classes. Assumptions may vary by asset class. Actual events or results may differ from underlying estimates or assumptions, which are subject to various risks and uncertainties. No assurance can be given as to actual future market results or the results of Wilmington Trust’s investment products and strategies.

The Site and Content are subject to change without notice. Your eligibility for particular products and services is subject to Wilmington Trust's review and acceptance. We prohibit caching, unauthorized hypertext links to the Site, 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 Site.
MARKET INFORMATION AND INFORMATION ACCESSED THROUGH SITE. Pricing and other information generated through the use of data or services made available at the Site may not reflect actual prices or values that would be available in the market at the time provided or at the time that you may want to purchase or sell a particular security or other instrument. We may make available to you through the Site a broad range of financial information that we obtain from Third Party Providers. 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, and we make it available to you only as a convenience. We and the Third-Party Providers 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, for example, changes in market conditions or economic circumstances. We or any Third-Party Providers are not obligated to update any information or opinions contained in any Market Information, and we may discontinue offering Market Information at any time without notice. You agree that we will not (nor will any Third-Party Provider) be liable in any way for the termination, interruption, delay or inaccuracy of any Market Information. You will not redistribute or facilitate the redistribution of Market Information, nor will you provide access to Market Information to anyone who is not authorized by us to receive it. If you are a securities broker, dealer, banker or investment adviser, you agree not to use the Market Information provided by us for any purpose related to your business.

We may also make available to you through the Site reports and information (“Information”) regarding your account. Information is provided to you for information purposes only and is not a replacement or substitute for your normal account statements. You are encouraged to carefully review your account statements and retain them for your records as they may contain notices, disclosures and other important information. Due to differences in production, these reports may vary in some details, including pricing. Please report promptly any material inaccuracy or discrepancy in this information to your Relationship Manager. Pricing and market values reported for your account are based on US month-end prices and are provided by third-party quotation services or other third parties. Asset values will fluctuate. Asset values are obtained from sources believed to be reliable, but there is no guarantee that these values represent the current value of the holdings depicted. Gain and loss information is for informational purposes only and is not designed or intended to provide financial, tax, legal, accounting, or other professional advice.

This Site and the Contents should not be used to prepare tax documents.

We may also may available to you through the Site planning tools or calculators. Wilmington Trust does not make any assurances with respect to the accuracy of the results or output derived from use of any financial planning tools, calculators or other tools or utilities on the Site.
ERRORS; REFERENCES; EXAMPLES; SOURCES. Although we attempt to keep the Site and Content accurate, complete and current, the Site and Content may contain technical or other mistakes, inaccuracies or typographical errors. The Content may be out of date, and we make no commitment to update the Site or the Content. It is your responsibility to verify any information before relying on it.

References to any specific product, process, service or publication by trade name, trademark, service mark, manufacturer or otherwise are provided for general information purposes only and do not constitute a warranty, endorsement, recommendation or favoring by Wilmington Trust. Wilmington Trust makes no warranty of any kind with respect to the subject matter or products listed herein or the completeness, accuracy, or reliability of the information.

Use of example companies, organizations, products, services, persons and events depicted on the Site and in any Content are intended to be fictitious, and no association with any real company, organization, product, service, person or event is intended to nor should it be inferred.

The information contained in any article or graph on the Site or in any Content is based on sources that we believe to be reliable, but no representation is made as to its accuracy, reliability or completeness.
NEWS SERVICES; ADVERTISERS. Wilmington Trust does not warrant, endorse or guarantee any information provided through any news service on the Site or any product or services advertised on the Site. Wilmington Trust will not be a party to any transaction between you and any news service or any advertiser or user. Wilmington Trust does not assume the responsibility of monitoring the use of trademarks, copyrights or other rights of any news service, advertiser or other third party.
NO LEGAL, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE. The Contents are not intended to constitute and should not be considered as legal, tax, accounting or other professional advice, nor is it intended to substitute for obtaining such advice. If legal, tax, accounting or other professional advice or assistance is needed, the services of your own competent, independent legal counsel, accountant or other professional in the relevant jurisdiction should be sought.
DATED AND FORWARD LOOKING-STATEMENTS. Certain information on the Site may contain certain forward-looking statements, which are subject to risks and uncertainties and speak only as of the date on which they are made. The words “believe,” “expect,” “anticipate,” “optimistic,” “intend,” “aim,” “will” or similar expressions are intended to identify forward-looking statements. The Contents may from time to time also contain information with respect to: (1) the projection of Wilmington Trust revenues, income, earnings per share, capital expenditures, dividends, capital structure, or other financial items; (2) the plans, objectives, and/or projections of Wilmington Trust for future operations, including those relating to the products or services of Wilmington Trust; (3) Wilmington Trust's future economic performance; (4) assumptions underlying or relating to any of the foregoing statements or information; and (5) any other projections, estimates, or forward-looking statements. All such statements and information are forward-looking statements within the meaning of Federal securities laws. Such forward-looking statements are based upon, or will be based upon, Wilmington Trust's expectations or forecasts with respect to future events and are subject to a number of uncertainties and risks that could cause actual results or circumstances to differ materially from those expressed in the forward-looking statements. Such forward-looking statements should be viewed only as predictions and with the understanding that actual events or results may differ materially. For further detail and information concerning the foregoing or Wilmington Trust in general, please consult Wilmington Trust's documents and reports on file with the Securities and Exchange Commission, particularly Wilmington Trust's most recent Form 10-K and Form 10-Q, copies of which are available from Wilmington Trust's Investor Relations Division.

You are cautioned not to place undue reliance on these 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 obligation to update publicly or revise any dated or forward-looking statements.
MARGIN DISCLOSURE STATEMENT. SECURITIES PURCHASED ON MARGIN ARE THE COLLATERAL FOR A LOAN TO YOU. IF THE SECURITIES IN YOUR ACCOUNT DECLINE IN VALUE, SO DOES THE VALUE OF THE COLLATERAL SUPPORTING YOUR LOAN, AND, AS A RESULT, WILMINGTON TRUST OR OUR CLEARING AGENT CAN TAKE ACTION, SUCH AS ISSUE A MARGIN CALL AND/OR SELL SECURITIES OR OTHER ASSETS IN ANY OF YOUR ACCOUNTS HELD WITH US OR OUR CLEARING AGENT. IN ORDER TO MAINTAIN THE REQUIRED EQUITY IN THE ACCOUNT, IT IS IMPORTANT THAT YOU FULLY UNDERSTAND THE RISKS INVOLVED IN TRADING SECURITIES ON MARGIN. THESE RISKS INCLUDE THE FOLLOWING:
1. YOU CAN LOSE MORE FUNDS THAN YOU DEPOSIT IN THE MARGIN ACCOUNT.
2. WE OR OUR CLEARING AGENT CAN FORCE THE SALE OF SECURITIES OR OTHER ASSETS IN YOUR ACCOUNT(S).
3. WE OR OUR CLEARING AGENT CAN SELL YOUR SECURITIES OR OTHER ASSETS WITHOUT CONTACTING YOU.
4. YOU ARE NOT ENTITLED TO CHOOSE WHICH SECURITIES OR OTHER ASSETS IN YOUR ACCOUNT(S) ARE LIQUIDATED OR SOLD TO MEET A MARGIN CALL.
5. WE OR OUR CLEARING AGENT CAN INCREASE OUR "HOUSE" MAINTENANCE MARGIN REQUIREMENTS AT ANY TIME AND ARE NOT REQUIRED TO PROVIDE YOU WITH ADVANCE WRITTEN NOTICE.
6. YOU ARE NOT ENTITLED TO AN EXTENSION OF TIME ON A MARGIN CALL.
LINKS TO THIRD PARTY SITES. Solely as a convenience to you, Wilmington Trust may provide or incorporate links to websites operated by unaffiliated third parties (“Linked Sites”). We do not control the content of any Linked Sites. If you use a Linked Site, you will leave the Site operated by Wilmington Trust and its affiliates. If you decide to visit any Linked Sites, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements and understand the privacy policies of the Linked Sites. Wilmington Trust makes no warranty or representation regarding, and does not endorse, nor is responsible for, any Linked Site, the information appearing thereon or any of the products or services described thereon. Linked Sites may have a privacy policy different from that of Wilmington Trust and the Linked Site may provide less security than the Wilmington Trust Site. We have not investigated, verified, monitored or tested the accuracy, reliability or completeness of any information, data, opinions, advice, statements, software, products or services found on or contained in these linked sites or any change or updates to such sites and therefore do not make any representations whatsoever with respect thereto. Links to Linked Sites do not imply that Wilmington Trust sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any Linked Site is authorized to use any trademark, trade name, logo, symbol or copyright of Wilmington Trust.
SUBMISSIONS. All information you submit to Wilmington Trust via the Site will be considered to be the property of Wilmington Trust, and Wilmington Trust is free to use any information you submit for any purpose. To the extent applicable law does not permit Wilmington Trust to own such information, you hereby grant a perpetual, worldwide, unlimited license to Wilmington Trust to use the information you submit for any purpose. Site submission functionality is only provided to you for your convenience in connection with the services that we provide to your Account(s). We take no responsibility, nor do we assume any liability for any document that you submit through the Site. We do not monitor receipt of any document submitted via the Site.
INTERNET EMAIL; REGISTRATION. Wilmington Trust discourages the use of ordinary email systems to communicate with us. Ordinary email systems and messages may be vulnerable to interception, alteration and loss. Wilmington Trust will not be responsible to anyone for any damages arising out of or in connection with any email sent to Wilmington Trust using email. In addition, some areas of the Site may require you to become a member or register. When and if you register or become a member, you agree to: (1) provide accurate, current and complete information about yourself as prompted by our registration form (including your email address); and (2) maintain and update your information (including your email address) to keep it accurate, current and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, we reserve the right to terminate your right to use the Site.
ACCOUNT NUMBERS; USER IDs; PASSWORDS. We may refuse to grant you a User ID that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights laws, is vulgar or otherwise is offensive, or may cause confusion, as determined by us in our sole discretion. YOU ARE RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR ACCOUNT NUMBER(S), USER IDS, AND/OR PASSWORDS, AS APPLICABLE AUTHORIZED BY YOU. YOU ARE RESPONSIBLE FOR DAMAGES RESULTING FROM ALL USES OF YOUR ACCOUNT NUMBER(S), USER ID AND/OR PASSWORD, WHETHER OR NOT ACTUALLY OR EXPRESSLY AUTHORIZED BY YOU, UNLESS ACCESS TO YOUR ACCOUNT NUMBER(S), ACCOUNT NAME, USER ID AND/OR PASSWORD WAS OBTAINED THROUGH NO FAULT OR NEGLIGENCE ON YOUR PART. You agree to immediately notify us by contacting your Relationship Manager of any unauthorized use of your account number(s), User ID, or password or any other breach of security.
DISCLAIMERS. WILMINGTON TRUST IS NOT RESPONSIBLE FOR ANY INACCURACIES, ERRORS (INCLUDING TYPOGRAPHICAL ERRORS) OR OMISSIONS, OR FOR THE RESULTS OBTAINED FROM THE USE OF THE SITE OR THE CONTENT. THE SITE, ALL CONTENT, LINKS AND ANY OF THE SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH NO GUARANTEE OF COMPLETENESS, ACCURACY (EITHER WHEN POSTED OR WITH THE PASSAGE OF TIME), TIMELINESS OR OF THE RESULTS OBTAINED THEREFROM, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. IN ADDITION, WILMINGTON TRUST MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THE SITE WILL BE SECURE, ACCESSIBLE CONTINUOUSLY AND WITHOUT INTERRUPTION, OR ERROR FREE. YOU AGREE THAT UNDER NO CIRCUMSTANCE WILL WILMINGTON TRUST OR OUR AGENTS, OFFICERS OR EMPLOYEES THEREOF BE RESPONSIBLE FOR OR LIABLE TO YOU OR ANYONE ELSE FOR: ANY CONTENT CONTAINED ON OR OMITTED FROM THE SITE; ANY PERSON'S RELIANCE ON ANY SUCH CONTENT, WHETHER OR NOT THE CONTENT IS COMPLETE, CURRENT OR CORRECT; ANY VIRUSES OR DEFECTS THAT MAY BE FOUND TO EXIST IN THE SITE, THE CONSEQUENCES OF ANY DECISION YOU OR ANY OTHER PERSON TAKES OR FAILS TO TAKE WHETHER OR NOT BASED ON CONTENT PROVIDED BY OR RESULTING FROM USE OF THE SITE. THE CONTENT AND THE SITE ARE NOT INTENDED, AND SHOULD NOT BE RELIED UPON BY YOU, FOR LEGAL, TAX, ACCOUNTING OR FINANCIAL ADVICE. YOU SHOULD CONSULT WITH YOUR OWN PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
LIMITATION ON LIABILITY; INDEMNITY. WILMINGTON TRUST AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR THIRD PARTY PROVIDERS SHALL NOT BE LIABLE FOR ANY LOSSES, CLAIMS OR DAMAGES, INCLUDING BUT NOT LIMITED TO 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, IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND CONTENT, OR ANY TECHNICAL OR SYSTEM FAILURE, ERROR, INTERRUPTION OR DELAY, REGARDLESS OF WHETHER SUCH CLAIM ARISES UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER WILMINGTON TRUST IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE, THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

BY USING THE SITE, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS WILMINGTON TRUST, ITS PARENT, SUBSIDIARIES AND AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS AND ITS THIRD PARTY PROVIDERS FROM AND AGAINST ALL CLAIMS, LIABILITIES, LOSSES, EXPENSES, DAMAGES 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, RESULTING FROM YOUR USE OF THE SITE OR CONTENT, INCLUDING SUCH VIOLATION OR MISUSES CONDUCTED BY YOUR EMPLOYEE, AGENT OR AUTHORIZED THIRD PARTY, IF APPLICABLE.
TERMINATION. Wilmington Trust may terminate your access to the Site, limit your use of certain features or services or any portion thereof at any time and for any reason without prior notice to you. Wilmington Trust may also at any time discontinue providing the Site, or any part thereof, at any time and for any reason without prior notice to you.
PRIVACY. We respect the privacy of our users. Please click here to review our security and privacy policies, which describe how we protect your information and other important information. The Site is not intended to be used by European Union residents or users under the age of 13.
GOVERNING LAW. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to conflict of laws principles. Any dispute arising out of or concerning this Agreement or use of the Site and Content shall be brought in a State or Federal Court located in New Castle County, in the State of Delaware.
USE FOR ILLEGAL ACTIVITIES PROHIBITED. As you use the Site, you agree not to use the Site:
1. in violation or attempted violation of the terms herein;
2. in any manner which could damage, disable, interrupt, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site;
3. 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, M&T Bank, or computers of any kind.);
4. Misrepresent your identity in any way;
5. Violate or attempt to violate the security of the 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);
6. for any unsolicited advertising, solicitation, or promotional activities;
7. to reverse engineer, disassemble or decompile any section or technology on the Site;
8. to launch or use any automated system, including without limitation “robots,” “spiders” or “offline readers,” that access the Site 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
9. 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 Site including U.S. export laws and regulations, which regulate the distribution of materials and services originating in the United States. You agree not to permit anyone to use the Site for any unlawful purpose or in furtherance of any unlawful purpose. You will make reasonable efforts to ensure that your use of the Site will not transmit a computer virus or other harmful programming code to any network, servers, data, computers or other hardware relating to or used in connection with the Site.
INTERNET GAMBLING/REGULATION GG. You agree not to use the Site, products and/or services provided by Wilmington Trust in a way that involves “restricted transactions” (as defined in Regulation GG, 12 CFR Part 233) pertaining to unlawful Internet gambling. Wilmington Trust reserves the right to prohibit and/or reject transactions involving Internet gambling.
GEOGRAPHIC CONSTRAINTS. The Site is controlled, operated and administered by Wilmington Trust from its offices in United States of America under United States law. The Site may not be available or may be limited in some jurisdictions outside the United States. Not all of the products and services described in the Site are available in all geographic areas. The Site and the Contents are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. The regulatory regime in offshore jurisdictions, including investor protection and compensation arrangements, may be different from that in the United States. You agree that you will not use the Site in locations that are prohibited under United States law and regulations, including laws and regulations issued by the Office of Foreign Assets Control.
THIRD PARTY BENEFICIARIES. To the extent the Content on this Site 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. You may not assign or otherwise transfer your rights, duties and obligations under this Agreement to a third party without our express written consent. Any purported assignment in violation of this Section is null and void.
WAIVER; SEVERABILITY. Wilmington Trust’s failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on our part to exercise any power or right given to us in this 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 given to Wilmington Trust in this Agreement are cumulative and not exclusive of any other rights or remedies which Wilmington Trust otherwise has at law or equity. Any rights not otherwise expressly granted by this Agreement are reserved by Wilmington Trust. 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.
INTEGRATION; OTHER AGREEMENTS. This Agreement is the entire agreement between you and Wilmington Trust with respect to your access to and use of the Site and the Content, except as otherwise provided in this Agreement. In addition to this Agreement, you may have separate agreement(s) with us with respect to your accounts or other services that we may provide to you (including but not limited to services provided via this Site or by an Affiliate or any other services), or Linked Sites may require their own terms and conditions (collectively referred to as “Supplemental Agreement(s)”). You may be asked to execute Supplemental Agreements, such as the Online Access Disclosure Agreement, in paper or electronic form, before you are permitted to access or use certain features or functionality within the Site or the sites of our Affiliates or any Linked Site. This Agreement is in addition to any Supplemental Agreement and is not intended to supersede or modify any such Supplemental Agreement. In the event of a conflict, the Supplemental Agreement will govern for the particular site or service(s). Where Supplemental Agreements are presented to you online, you authorize us to rely upon “checks” or “clicks” in designated locations that are attributable to your password as your agreement and consent to the terms and conditions of such Supplemental Agreements.
OTHER TERMS AND GENERAL NOTICES. 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 Wilmington Trust. A copy of this Agreement and information about accounts kept by us in the normal course of our business may be entered in evidence as an original. Wilmington Trust and its affiliates are Equal Opportunity Employers.