General Description of Digital Services

1. What this Agreement Covers

   This Wilmington Trust Digital Service Agreement (the "Agreement") governs, as applicable, your use of the Digital Service and other online and mobile-based financial services functions that are now available or may be available sometime in the future (collectively, the "Digital Service") provided by Wilmington Trust ("Wilmington Trust", "we", or "our"). You agree to read this Agreement carefully before you use the Website. You understand that this Agreement is a binding agreement between you and Wilmington Trust. You agree to retain a copy of this Agreement for future reference.  Not all services within the Digital Service may be available to you.

2. Accepting This Agreement

   By clicking on "I Agree", you are confirming that you have carefully read, understand and accept the terms and conditions of this Agreement. You are also confirming that you understand clicking "I AGREE" is the legal equivalent of manually signing this Agreement, and you will be legally bound by its terms and conditions. Each time you use the Digital Service, your use constitutes your acceptance of the terms and conditions of the Agreement as in effect at that time and the terms or instructions appearing on help screens or online at the time you use the Digital Service (the "Online Instructions"). The terms of this Agreement are subject to the terms, instructions and other information appearing in the Guides as defined below. However, this Agreement will control if there are any irreconcilable conflicts between the terms of the Guides and this Agreement.

3. Definitions

In this Agreement, the following terms have the indicated meanings:

"Account(s)" means any and all account(s) identified on our systems and accessible through this Website (as defined below) about which you have the right to receive information.

"Authorized User(s)" means any party designated by a Client on our Online Access Election Form or other form that we may require from time to time as authorized to access and use the Digital Service on behalf of that Client. Authorized Users include any employees specified by an Authorized User that is an entity.

“Business Day” means Monday through Friday, excluding federal holidays.  Reference to time shall be to Eastern Time.

"Client" means each entity or individual who is an owner of an Account or is entitled to receive information about the Account(s) that is accessible through the Digital Service.

“Damages” means any claim, suit, expense, loss, liability or cost of any nature including, but not limited to, attorneys’ fees and expenses.

"Digital Service" means the digital services and the functions available now or in the future to you through the Website, mobile or any other digital channel that we may support now or in the future. Please refer to the Agreement's introductory paragraph for further information on the definition of Digital Service. The term "Digital Service" is a generic reference to a service offered under this Agreement. Not all electronic services offered by Wilmington Trust are considered part of the Digital Service or are covered by this Agreement (see Section 1(d) for more information).  Not all services within the Digital Service may be available to you.

"Electronic Documents" means the Account statements and tax documents, notices, disclosures and other communications, documents or materials for the Accounts, services and Digital Service that we may make available electronically, now or in the future, through the Digital Service or on the Website.

"Guide(s)" means all documentation, brochures, guides, and information in any format (including help screens, contextual help, FAQs, instructions and tutorials), as amended from time to time, provided or made available to you by us regarding the Digital Service and their use

"Instruction" means any transaction, transfer, request or instruction delivered to us via, or in connection with, the Digital Service.

"Mobile Device" means a mobile phone, tablet, iPad or other electronic equipment that connects to the Internet either through wi-fi or through a data plan furnished by a cellular carrier, and contains an operating system, data plan, software and hardware supported by us now or in the future. A list of the supported Mobile Devices' specifications can be found at https://www.wilmingtontrust.com/systems.

"You" or "your" means any Client or Authorized User who is authorized to use or access the Digital Service and, except as otherwise specified in this Agreement, all persons and entities that use or access the Digital Service on a Client's or Authorized User's behalf.

"We," "us," "our," or "Wilmington Trust" means the entity providing the Digital Service to you, whether Wilmington Trust, N.A., Wilmington Trust Company, M&T Bank, Wilmington Trust Investment Advisors, Inc., Wilmington Funds Management Corporation, Wilmington Trust Investment Management, LLC,  or any parent, subsidiary or affiliate thereof. The Digital Service may be provided by any of such entities.

"Website" or "Site" means this current or future Internet website that Wilmington Trust makes available to you, and all related web pages or renderings, for offering the Digital Service.

Definitions of other capitalized terms can be found throughout the Agreement.

4. Other Agreements

   All Accounts linked to and/or accessed through the Digital Service will continue to be subject to the specific Account agreements that a Client has with us or our affiliates for such Accounts ("Account Agreements"). Clients should refer to those Account Agreements and any applicable disclosures for any restrictions, fees or other terms and conditions relating to the use of such Accounts, including any terms that may affect or be affected by the use of the Digital Service.

   Not all electronic services offered by us are part of the Digital Service or are covered by this Agreement and may be subject to other agreements, terms and conditions ("Other Agreements"). Other Agreements include, but are not limited to, The M&T Digital Services Agreement, MBMS ONLine Access Agreement, Wilmington Trust Online Access Disclosure Agreement, Wilmington Trust On-Line Statements Disclosure and Wilmington Trust Funds Transfer Agreement(s) and are excluded from this Agreement. In addition, some other services may be referenced in the Website with links to sites ("Linked Sites") where you may obtain further information about the Accounts or  services provided by third parties. Information and services provided in Linked Sites are not part of this Agreement and are subject to other agreements, terms and conditions (also referred to as "Other Agreements"). However, with respect to the Digital Service (including Online Funds Transfer Service), this Agreement will control if there are any irreconcilable conflicts between the terms of those agreements and this Agreement.

DIGITAL SERVICE ACCESS

1. Your Devices and Software

   To access the Digital Service, you must have a personal computer, tablet or Mobile Device (see below for details on Mobile Devices) with access to the Internet ("Equipment"), and software that is compatible with the Website and allows you to browse the Internet through an Internet Service Provider (the "Software"). Your Software must include a currently supported and updated Internet browser that at least supports Secure Socket Layer with at least 256 bit encryption, JavaScript and enabled security features. For some Digital Services, you will also need Software that permits you to receive, access and retain Portable Document Format or "PDF" files, such as a currently supported version of Adobe® Reader® (available for download at https://www.adobe.com). You must have and provide to us your email address. Your Equipment must support such Software requirements. For a list of recommended Equipment and Software, please see https://www.wilmingtontrust.com/systems. A specific Digital Service may have different or additional requirements or recommendations as specified elsewhere in this Agreement and/or Guides. For a list of supported Mobile Devices, please go to https://www.wilmingtontrust.com/systems.  It is your responsibility to maintain, at your expense, your Equipment (including Mobile Devices), Software, and access to the Internet. We are not responsible for any Damages, including any errors or failures that may result, directly or indirectly, as a result of your use of any Digital Service from (i) malfunction of your Equipment (including Mobile Device) or Software, or (ii) any computer virus, worm, Trojan Horse, spyware or other malware; or (iii) use of any wireless Internet or mobile access. Subject to applicable law, we reserve the right to update, terminate, discontinue or change the Equipment (including Mobile Device) or Software necessary to access the Digital Service.

2. Guides

   We may provide you with Guides. Your use of the Digital Service is subject to the Guides. We are not responsible for any Loss arising from your failure to abide by the Guides or understand the terms of the Guides, including, without limitation, understanding the deadlines or conditions for processing Instructions or the restrictions or conditions with regard to information or data accessed via the Digital Service. Terminology in the Guides may differ from this Agreement or other documentation with respect to the Digital Service. In the event you have questions, please contact your Relationship Manager or 1-800-982-4620.

3. To enroll in the Digital Service, we may prompt you for certain information to authenticate you. The authentication information may vary and can include, for example, account number, date of birth, valid email address and mobile telephone number.

4. Enrollment in Digital Service

To enroll in the Digital Service, we may prompt you for certain information to authenticate you. The authentication information may vary and can include, for example, account number, date of birth, valid email address and mobile telephone number.

5. Access Codes

   To gain access to the Digital Service, you will need an access password ("Password"), user identification ("User ID"), mobile telephone number and other authentication factors that we may require from time to time. The Password (including a fingerprint or other biometric identifier) , User ID, and other authentication factors (e.g. one-time passcodes/verification codes) that we may require from time to time may collectively be called the "Access Codes."

   The Password will either be selected by you upon enrollment or will be supplied to you by us. For some services, after your first login, you may be able to use a fingerprint or other biometric identifier as a Password.  You can change your User ID and Password at any time. We require that you change any Password we provide to you. You agree to keep all Access Codes confidential to prevent unauthorized access to the Accounts and to prevent unauthorized use of the Digital Service. To protect the security of your information and the Accounts, you agree to log out of the Digital Service and close your browser or application session when you are finished using the Digital Service. For reasons of security, we may cancel your Access Codes at any time without notice to you. All electronic communications and Instructions using these Access Codes will be deemed to be valid and authentic and we may act on such communications and Instructions. You also agree that those electronic communications will be given the same legal effect as written and signed paper communications.
   

   In general, your Access Codes permit you to access the Accounts displayed in connection with and that are compatible with the Digital Service (including accounts you may own individually and with others or have authority to access such accounts). You agree to obtain and use your own Access Codes.  You agree to not share your Access Codes with any other party, including co-owner(s) or Authorized Users.

   If you believe that any of your Access Codes have been lost, stolen, or compromised or that any transaction involving any of the Accounts may have been made without your authorization, in order to limit your losses, you agree to immediately telephone us at:

   ●        1-800-982-4620 on Business Days between 8:00 a.m. to 5:00 p.m.; or 

   ●        1-800-790-9130 on Business Days between 5:00 p.m. to 9 p.m.; or on Saturdays and Sundays between 9:00 a.m. to 5:00 p.m. EST; or

   ●        by contacting your Relationship Manager at the telephone that appears on the account statement. 

   In addition to notifying us, we also strongly recommend that you immediately change your User ID and Password and any other Access Codes, as appropriate. You must contact us to obtain a new User ID.

6. Authorized User Access

   (i) Designation.  A Client may authorize and designate a third party to use the Digital Services to access and view client’s account(s). Before an Authorized User may use the Digital Service, a Client shall complete and submit to us our Online Access Election form or other form that we may require from time to time to designate a third party as an Authorized User. We may require that the Online Access Election form or other form be delivered to us: (i) by mail or hand delivery; or (ii) through secure email between us using your email address on file with us; or (iii) by other electronic means as selected by us in our sole discretion. 

   (ii) Changes; Termination.  A Client may, at any time, request that its elections be updated or changed by completing and submitting an updated Online Access Election Form or other form via the delivery means that we require. A Client shall promptly deliver written notice to us if the Client wishes to terminate an Authorized User's Digital Service; which termination shall not be effective until we have had a commercially reasonable time to act on it.

ONLINE FUNDS TRANSFER SERVICE (Internal Transfers)

As used in this section, the term “you” refers only to Clients, and not to Authorized Users. This section sets forth the terms and conditions specific to our “Online Funds Transfer Service.” By using the Online Funds Transfer Service, you agree to be legally bound by this section as well as the other applicable terms of this Agreement. Where available, the Online Funds Transfer Service allows you to request that we initiate a one-time electronic fund transfer:

●       from an eligible personal account held in your name at M&T Bank that is a type of account that qualifies for the Online Funds Transfer Service (“Eligible M&T Bank Account”) to one of your Wilmington Trust Investment Management Accounts that is eligible for the Online Funds Transfer Service ("Eligible Wealth Accounts"); and

●       to an Eligible M&T Bank Account from one of your Eligible Wealth Accounts.

Not all Wilmington Trust Investment Management Accounts or accounts at M&T Bank are eligible for the Online Funds Transfer Service. As used in this section, an "Online Transfer Instruction" is an instruction you provide to us through the Online Funds Transfer Service to request that we complete an electronic fund transfer between an Eligible M&T Bank Account to or from your Eligible Wealth Account. We do not charge a fee for this service. Please consult your M&T Bank fee schedule to determine if M&T Bank charges a fee related to the Online Transfer Instruction

1. Authorization to Complete a Funds Transfer

   By providing an Online Transfer Instruction, you authorize us (and our service providers), to initiate electronic credits and debits (referred to as "funds transfer(s)" herein) between your Eligible M&T Bank Account(s) and your Eligible Wealth Account(s) in order to process your Online Transfer Instruction.

   Further, you also authorize us to correct any error and to make adjustments when a funds transfer is returned, reversed or cannot be completed. You authorize us to make such corrections and adjustments by initiating electronic debits or credits to and from your Eligible Wealth Account(s) and Eligible M&T Bank Account(s). This authorization shall survive termination of your Online Funds Transfer Service.

   You represent and warrant to us that:

   ●       (i)You are an owner of both the Eligible Wealth Account(s) and the Eligible M&T Bank Account(s);

   ●       (ii) You have all necessary authority and rights to initiate funds transfers to and from the Eligible Wealth Account(s) and the Eligible M&T Bank Account(s);

   ●       (iii) You are an individual Consumer and the Eligible Wealth Account(s) and the Eligible M&T Bank Account(s) are held and used by you solely for personal, family or household purposes, and are not held or used in connection with any Business enterprise; and

   ●       (iv) You will not use the Online Funds Transfer Service for any purpose or activity that is in violation of any federal or state law, rule, statute or regulation, including the rules of any payment system used to process your Online Transfer Instruction.

   We and our affiliates (including M&T Bank) may rely on the representations and the authorizations provided by you in this Agreement without investigation. We may, but are not obligated to, use the Automated Clearing House ("ACH") network in order to process an Online Transfer Instruction. We may use other methods to process an Online Transfer Instruction, including a book transfer.  We make no representation or warranty to you that M&T Bank will properly credit or debit your Eligible M&T Bank Account for any funds transfer to or from your Eligible M&T Bank Account or honor any instruction to credit or debit your Eligible M&T Bank Account.

2. Processing of Online Transfer Instructions

   We will process Online Transfer Instructions received before the time specified on the Website each Business Day. Online Transfer Instructions that are received on a non-Business Day or after the time specified on our Website on a Business Day will be processed the next Business Day.

   We have no obligation to complete an Online Transfer Instruction if (i) there are insufficient available funds in your Eligible M&T Bank Account or Eligible Wealth Account to complete the requested funds transfer; (ii) it is incomplete or not in good order as we determine; (iii) the debit from, or credit to, the Eligible M&T Bank Account is not processed or is returned for any reason by M&T Bank; (iv) the Online Transfer Instruction exceeds any dollar or frequency limitation placed on funds transfers by us; (v) M&T Bank imposes any restriction, hold or limitation that would prevent the execution of the Online Transfer Instruction; or (vi) we have any reason, in our sole discretion, to believe that processing the Online Transfer Instruction could expose us to a loss of any kind, including any Losses. We are not responsible for actions taken by M&T Bank, and we are not responsible if M&T Bank does not properly credit or debit a funds transfer to or from your Eligible M&T Bank Account.

   It is your responsibility to save a confirmation of your Online Transfer request and monitor your Eligible Wealth Account and your Eligible M&T Bank Account to determine if your Online Transfer Instruction has been processed.

3. Reliance on Your Online Transfer Instruction

   We are not responsible for detecting any errors in an Online Transfer Instruction requested by you through the Online Funds Transfer Service. You are responsible for the content of any Online Transfer Instruction, and we may rely upon the information you provide to us when processing the Online Transfer Instruction without obligation or responsibility to identify or investigate any discrepancy.

4. Types and Limitations on Online Transfer Instructions

   When you request that we process an Online Transfer Instruction you submit using the Online Funds Transfer Service, we will generally process it within 3 Business Days after the Business Day that we receive the Online Transfer Instruction. Any Online Transfer Instruction you submit after 1:00 p.m. ET on a Business Day or anytime on a non-Business Day will be considered received by us on the next Business Day.

   The maximum dollar amount of an Online Transfer Instruction we will process for you through the Online Funds Transfer Service per Online Transfer Instruction is $25,000. There is no limit on the number of Online Transfer Instructions that we will process for you each Business Day, except as may be limited by law or the terms of the agreement governing the Accounts.

5. Limitations on Obligation to Process

   We may decline to process, or delay processing of, any or all of your Online Transfer Instructions at any time if we, in our sole discretion, are concerned that the requested transfer may be unauthorized or otherwise improper or inappropriate. In the event we decline to process, or delay processing, any Online Transfer Instruction: (i) we may, but have no obligation to, notify you via email, and (ii) we shall have no liability to you for any losses or Damages of any kind associated with the declined or delayed Online Transfer Instruction. We may change the limitations set forth herein at any time by posting new limits on the Website. In addition, please refer to your Eligible M&T Bank Account Agreement for any account specific requirements or limitations.

   As noted above, it is your responsibility to save a confirmation of your Online Transfer and monitor your Eligible Wealth Account and your Eligible M&T Bank Account to determine if your Online Transfer Instruction has been processed.

6. Cancellation of Online Transfer Instruction

   AN ONLINE TRANSFER INSTRUCTION ONCE REQUESTED THROUGH THE ONLINE FUNDS TRANSFER SERVICE CANNOT BE CANCELLED.

7. Verification of Identity and Account Ownership

   You authorize us to obtain information from M&T Bank in order to confirm your access to and/or ownership of the Eligible M&T Bank Accounts. We are under no obligation to you or any other person to verify or confirm your registration information or your ownership of the Eligible M&T Bank Account(s) or to confirm that the Eligible Wealth Account(s) and the Eligible M&T Bank Account(s) are held in the same name and/or legal capacity. You agree to provide true, accurate, current and complete information about yourself and your accounts maintained at M&T Bank and you agree to not misrepresent your identity or your account information

ACCESSING YOUR ACCOUNT STATEMENTS AND TAX DOCUMENTS

Mobile Device Use

This section sets forth the terms and conditions specific to use of a Mobile Device to access the Digital Service (including the Online Funds Transfer Service). By downloading the Wilmington Trust Application (“Wilmington Trust Mobile App”) or using your Mobile Device, you agree to be legally bound by this section and the terms and conditions of the Agreement. A list of the supported Mobile Devices’ specifications can be found at https://www.wilmingtontrust.com/systems.

1. Wilmington Trust Mobile App

The Wilmington Trust Mobile App allows you to access Account information and, if applicable, to use the Online Funds Transfer Service. To use Wilmington Trust’s Mobile App, you must have a supported Mobile Device and download the Wilmington Trust Mobile App to use it.

2. Notices Applicable to Mobile Device Use

YOU AGREE THAT THERE ARE RISKS ASSOCIATED WITH USING A MOBILE DEVICE, AND THAT IN THE EVENT OF THEFT, COMPROMISE, OR LOSS OF THE MOBILE DEVICE, YOUR CONFIDENTIAL INFORMATION COULD BE COMPROMISED. For this reason, you should consider password protecting your Mobile Device and/or taking additional security precautions with your phone. In the event of the loss, theft, compromise of, or destruction of your Mobile Device which has the Wilmington Trust Mobile App, you should immediately (i) reset your Wilmington Trust Digital Services Password and (ii) notify your wireless carrier to disable wireless telecommunications service (voice and data) from your lost or stolen Mobile Device. You agree not to use any personally identifiable information (including User ID, password or full account number) when creating nicknames for your Accounts. You agree that Wilmington Trust cannot guarantee and is not responsible for the availability of any Digital Service from time to time.

Use of Mobile Device for the Digital Service is subject to the directions, limitations and requirements described in the Guides. At any time and without notice, Wilmington Trust reserves the right to: (i) terminate its support of any Mobile Device, operating system or mobile carrier; (ii) remove or modify the types of accounts, features and functionality available through the Digital Service including the Wilmington Trust Mobile App; and (iii) modify any security procedures or requirements Wilmington Trust requires to gain access to the Mobile Device.

3. Fees

Wilmington Trust does not currently charge a fee for the Wilmington Trust Mobile App. However, you are responsible for any data or text message charges or other fees you may incur that may be billed by your mobile carrier. Check with your mobile carrier for details on specific fees and charges that may be applicable.

GENERAL PROVISIONS FOR DIGITAL SERVICE

The following general provisions apply to the Digital Service, unless otherwise stated.

1. Trademarks; Copyrights.

   You understand the Website and its content are protected by copyrights, patents, database rights, trademarks, service marks and by other intellectual property and proprietary rights that are owned and maintained by Wilmington Trust, N.A., Wilmington Trust, Company, Wilmington Trust Investment Advisors, Inc., Wilmington Funds Management Corporation, Wilmington Trust Investment Management, LLC, M&T Bank and/or its affiliates.

2. Proprietary Rights in the Digital Service.

   The Digital Service and Website are our property or the property of 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 Digital Service information or content or the Digital Service in any manner without our prior written consent.

3. What Law Applies.

   This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions and, to the extent required, by federal law. Any dispute arising out of or concerning this Agreement shall be brought in a State or Federal Court located in the State of Delaware.

4. Force Majeure.

   In no event will we be liable to you for any Damages, default, or delay in performance arising out of or related to this Agreement or the Digital Service to the extent such Damages, default or delay is caused by circumstances beyond our control, including without limitation malfunction of the electronic media; interruption of power supply or other utilities; your acts or acts of third parties (including without limitation, denial of service, attacks upon our or our service providers' systems); civil disorders; wars; terrorism; pandemics; lack of available resources from persons other than parties to this Agreement; labor disputes; electrical failures; denial of service attack; postal delays or strikes; computer virus or other malware; fires; floods; ice; explosions; acts of God; federal, state or municipal actions, statutes, ordinances, or regulations.

5. Authorization.

   You authorize us or our agents and service providers to take on your behalf any action necessary to complete any transaction initiated through the Digital Service. This authority includes, without limitation, the transfer of funds between any Eligible M&T Bank Account and any Eligible Wealth Account through Online Funds Transfer Service if available.

6. International Access.

   The Digital Service may contain software and/or other technology that is subject to United States (U.S.) export controls. You agree that you will comply with such export controls. You agree not to use the Digital Service in any jurisdiction outside of the United States where use of the Digital Service would be in violation of applicable law, including sanction-related laws of the United States of America. For more information, please refer to the United States Office of Foreign Assets Control Internet site and other United States government sites pertaining to sanctions and trade restrictions.

7. Entire Agreement, Waiver.

   This Agreement is the final and complete agreement between you and us concerning the Digital Service and supersedes prior agreements, oral or written, or other communications between you and us related to the Digital Service. Captions are for reference purposes only. If any provision or part of this Agreement is determined by a court of competent jurisdiction or applicable regulatory agency to be invalid or unenforceable, the part or provision shall be deemed amended to the extent necessary to be valid, and all other provisions shall remain in full force and effect. We may waive, or delay exercising, any of our rights under this Agreement without notifying you. Such waiver or delay will not affect any other rights we may have. The waiving of any of our rights on any occasion shall not be deemed to be a waiver of such rights in the future. This Agreement may not be amended by course of dealing. You agree that a copy of this Agreement and/or evidence that you entered into the agreement online electronically, kept in the normal course of our business, may be entered in evidence as an original. Except as otherwise indicated in the Agreement, no third party shall be a beneficiary of this Agreement.

8. Amendment

   Except as otherwise required by law, rule, regulation, or this Agreement, we may change the terms of this Agreement at any time, for any reason in our sole discretion without prior notice to you. When material changes are made, we may notify you by mail, by email to the email address you provided to us in connection with the Digital Service, and/or by posting the changes on our Website. We will update the Agreement on the Website on or before the effective date of the change, unless the change must be made before we can update the Agreement in order to maintain the security of the system or unless a law, rule or regulation requires that the change be made at an earlier time. If such a change is made, and it cannot be disclosed without jeopardizing the security of our system, this Agreement will be updated within thirty (30) days after the change. You may choose to accept or decline changes by continuing or discontinuing the use of the Digital Service. Your continued use of the Digital Service shall constitute your acceptance of the amended Agreement

9. Assignment

   We may assign our rights and delegate our duties under this Agreement to any of our affiliates or any other party. You shall not assign this Agreement or your rights hereunder, voluntarily or involuntarily, by operation of law (e.g., a merger) or in any other manner, without our prior written consent. Any purported assignment in violation of this section is null and void. This Agreement shall be binding on you and your successors and assigns and shall inure to our benefit and the benefit of our successors and assigns.

10. Contacting Us; Customer Service

    Please contact us as follows if you have questions about the Digital Service: (i) Telephone us at 1-800-982-4620; or (ii) Contact your Relationship Manager. You may find contact information, such as the telephone number or address, for your Relationship Manager on your Account Statements.

11. Cancellation and Termination of Digital Service.

    You may cancel the Digital Service at any time by contacting your Relationship Manager or contacting Customer Service as described in Section 5(j). The cancellation will not take effect until we receive the notice and have had a reasonable time to act on it. We may, at any time, modify, suspend, cancel or terminate your access to the Digital Service, in whole or in part, immediately for any reason in our sole discretion with or without prior notice to you. Any such cancellation, suspension or termination applies to your use of the Digital Service and does not terminate or close the Accounts. Any cancellation, termination or suspension, whether or not described above, by either party will not affect your liability or obligations under this Agreement, any actions we have taken on your behalf, or any other agreements you have with us. Once the cancellation takes effect, we will not complete any transaction initiated through Online Funds Transfer Service. Cancellation of the Digital Service by you or us will not affect any of your obligations under this Agreement.

12. Notices and Change of Address.

    Any notice we send you concerning the Agreement or the Digital Service may be sent: (i) to the email address you provided to us in connection with the Digital Service; or (ii) to your current mailing address shown in our records. If your mailing address changes, you must promptly notify us in writing of the new address. Please see the below section for changes to your email address.

13. Email Address and Mobile Number Maintenance.

    You agree to immediately notify us if you change your mobile telephone number or any of your external email addresses (e.g., JCustomer@gmail.com). You may change your external email address by logging on to wilmingtontrust.com with your User ID and Password and navigating to the Contact Information page. You may also contact your Relationship Manager or the Online Services support team at 1-800-982-4620 if you wish to make an update to your email address or mobile telephone number. We will not be liable for any actions that we may take with respect to the mobile number or email address on file with us until we receive notice of change and have had a reasonable time to act on that notice.

14. Electronic Messaging.

    External email sent over the Internet is not a secure method to send messages to us. You agree that we may, but are not required to, send you certain account messages or alerts to one of the external email addresses you provide (e.g., jclient@gmail.com). The messages or alerts we send you may contain confidential information (for example, that your funds transfer request was unsuccessful due to insufficient funds). Although we do not include information such as full account numbers or Social Security numbers in these communications, you acknowledge that there is a risk of unauthorized access associated with these messages and alerts because the email is not private or secure. By using the Digital Service, you acknowledge and agree that we cannot guarantee the privacy, security or authenticity of your communications with the Digital Service or your use of or access to the Digital Service.

15. General Limitation of Liability.

    WE ARE ONLY RESPONSIBLE FOR PERFORMING THE DIGITAL SERVICE AS EXPRESSLY STATED IN THIS AGREEMENT. THIS AGREEMENT, THE WEBSITE OR THE DIGITAL SERVICE IS NOT INTENDED FOR, AND IT SHOULD NOT 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 DIGITAL SERVICE WILL BE AVAILABLE AT ALL TIMES AND WE SHALL NOT BE LIABLE IF YOU ARE UNABLE TO ACCESS THE DIGITAL SERVICE. THE DIGITAL SERVICE IS PROVIDED "AS IS" AND, EXCEPT AS PROHIBITED BY LAW, WE AND OUR SERVICE PROVIDERS DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ANY WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED CONCERNING THE DIGITAL SERVICE, EQUIPMENT OR SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF ANY PARTIES' PROPRIETARY RIGHTS.

    IN NO CASE SHALL WE OR ANY OF OUR SERVICE PROVIDERS BE LIABLE FOR ANY LOSS OF DATA, PROFIT, GOODWILL, USE, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE SUFFERED BY YOU OR ANY THIRD PARTY, HOWEVER CAUSED, WHETHER ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, THE EQUIPMENT OR THE DIGITAL SERVICE OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE DIGITAL SERVICE OR THE WEBSITE, WHETHER OR NOT SUCH CLAIM FOR DAMAGES IS BASED ON TORT OR CONTRACT OR WHETHER WE HAD BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT AS MAY BE EXPLICITLY REQUIRED BY THE ELECTRONIC FUND TRANSFER ACT ("EFTA") AND THE EFTA'S IMPLEMENTING REGULATION E OR OTHER APPLICABLE LAW. IN STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR, OUR AFFILIATES' AND OUR SERVICES PROVIDERS' LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW. IN THOSE STATES WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR ANY OF THE DAMAGES DESCRIBED IN THIS SECTON MAY NOT APPLY, OUR LIABILTY IN THOSE STATES IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED ONE HUNDRED DOLLARS ($100.00).

16. Indemnity.

You agree to release, defend, indemnify and hold us and our directors, officers, employees and agents harmless from and against all Losses (including, but not limited to, reasonable attorney fees) arising out of or in any way connected with your breach of this Agreement or your access to or use of the Digital Service.

17. YOUR LIABILITY FOR UNAUTHORIZED TRANSFERS

This section applies to Eligible Wealth Accounts.

   (i) Your Liability for Unauthorized Transfers or Payments. You must tell us IMMEDIATELY if you believe your Access Codes may have been lost or stolen, or if you believe that a fund transfer may have been made without your permission from any of your Eligible Wealth Accounts. Telephoning is the best way of keeping your possible losses down. You could lose all the money in your Eligible Wealth Account (plus the balance in any other account connected to your account for overdraft protection, if applicable). If you notify us by telephone within two (2) Business Days after you learn of the loss or theft, you may lose no more than $50 if someone used your Access Codes without your permission.

If you do NOT notify us by telephone within two (2) Business Days after you learn of the possible loss or theft of your Access Codes, and we can prove that we could have stopped someone from using your Access Codes without your permission if you had told us, you could lose funds in your Account.

Also, if your Account statement shows transfers that you did not make, notify us immediately. If you do not notify us within 60 calendar days after the statement was mailed to you or otherwise made available to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had notified us in a timely manner.

   (ii) Contact in the event of unauthorized funds transfer. If you believe that your Access Codes have been lost or stolen or that someone has made payments, transferred, or may transfer money from your Eligible Wealth Account without your permission, notify IMMEDIATELY by telephoning us at:

●       1-800-982-4620 on Business Days between 8:00 a.m. to 5:00 p.m.; or

●       1-800-790-9130 on Business Days between 5:00 p.m. to 9 p.m. or on Saturdays and Sundays between 9:00 a.m. to 5:00 p.m. EST; or

●       by contacting your Relationship Manager at the telephone number that appears on your account statement.

   (iii) Our Liability for Failure to Complete Certain Transactions.

If we do not complete a transfer to or from your Eligible Wealth Account on time or in the correct amount according to our Agreement with you, we may be liable for your losses or Damages.

However, there are some exceptions. We will not be liable, for instance, if:

●       Through no fault of ours, on the date a transfer was to be made: (i) you did not have sufficient available funds in the Account and the transfer or payment would exceed any credit line or available balance in any other overdraft protection account, (ii) the Account is closed, or (iii) the money in the Account is subject to hold or a court order restricting its removal or is the subject of a dispute.

●       The third party holding an external account associated with a transfer or payment to or from an Account mishandles, declines or delays processing, sending or posting a transfer or payment.

●       You failed to properly follow the instructions for the use of the Digital Service used for the payment or transfer, or you did not comply with the terms of this Agreement.

●       We, in good faith, believe that the Instruction was given without your authorization, has not been properly authenticated or is fraudulent or we have other reasonable cause not to honor an Instruction for your or for our protection.

●       The Digital Service or your equipment or software was not working properly, and you knew about the breakdown when you began the request for the payment or transfer.

●       The failure to make the transfer or payment is justified by any provision of this Agreement, any provision of any other agreement between you and us concerning any of your accounts, or by applicable law.

●       Circumstances or persons beyond our control prevent or delay the making of the payment or transfer, despite reasonable precautions that we have taken. Such circumstances include, but are not limited to, computer failure, failure of any funds transfer system, denial of service attack, telecommunication outages, civil disorder, acts of war, terrorism, pandemic, postal delays, postal strikes and other labor unrest, delays caused by payees, fires, floods, and other natural disasters.

Specific services or sub-services under this Agreement may list additional exceptions to our liability for that service context. Please see the Account agreements and disclosures for information about your liability for unauthorized charges or other errors or for questions relative to the accounts.

We will notify you of the results within 3 Business Days after completing our investigation. If we decide there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.

Please consult the relevant account agreements and disclosures for information about unauthorized charges or other errors, or for questions relative to those accounts.

18. ERROR RESOLUTION NOTICE

This section applies to Eligible Wealth Accounts

In Case of Errors or Questions About your Electronic Transfers Telephone us at:

●       1-800-982-4620 on Business Days between 8:00 a.m. to 5:00 p.m.; or

●       1-800-790-9130 on Business Days between 5:00 p.m. to 9 p.m. or on Saturdays and Sundays between 9:00 a.m. to 5:00 p.m. EST; or

●       by contacting your Relationship Manager at the telephone number that appears on your account statement.

Contact us IMMEDIATELY if you think that your Account statement may be wrong or if you need more information about a transfer listed on the statement. You must notify us within than 60 calendar days after we sent or made available to you the FIRST statement on which the problem or error appeared.

●       Tell us your name and account number.

●       Describe the error or the transfer you are unsure about and explain as clearly as you can why you believe it may be an error or why you need more information.

●       Tell us the dollar amount of the suspected error.

If you notify us by telephone or in-person, we may require that you send us your complaint or question in writing within 10 Business Days.

We will determine whether an error occurred within 10 Business Days after you notify us of a suspected error and will correct any error promptly. If we need additional time, however, we may take up to 45 Business Days to investigate your complaint or question. If we decide to investigate, we will recredit your Account within 10 Business Days for the amount you believe is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we request that you put your complaint or question in writing and we do not receive it within 10 Business Days, we may not recredit your account.

For errors involving new accounts, point-of-sale, or foreign-initiated transactions, we may take up to 90 Business Days to investigate your complaint or question. For new accounts, we may take up to 20 Business Days to credit your Account for the amount you think is in error.

19. Limitations on Transfers and Use of Digital Services

In addition to the transaction and other limitations specified elsewhere in the Agreement, the following additional limitations apply:

●       (i) Security Limitations. For security reasons, there are limits on the dollar amount of each transfer you can make using Digital Services. Our fraud monitoring and review procedures may limit your ability to execute electronic transactions, limit your access to Digital Services, or may require you to verify your identity using a one-time security code or other enhanced authentication measure(s) available. We may (but are not obligated to) prohibit, restrict or limit your use of Digital Services if we suspect a potential or increased risk of fraud, unauthorized transfers, or other illicit activity. In addition, we may (at our discretion) prohibit, restrict or limit your access to Digital Services. Other security limitations on the use of Digital Services may be imposed.

●       (ii) Geographic Limitations. Use of Digital Services may be restricted or limited in some jurisdictions outside of the United States.

●       (iii) Internet Gambling. Wilmington Trust reserves the right, but not the obligation, to reject any transaction involving Internet gambling.

20. Information Sharing.

We will disclose information to third parties about your accounts or the transfers you make:

●       (i) that we believe is necessary to document or complete transactions,

●       (ii) to investigate possible unauthorized transaction(s),

●       (iii) to resolve errors or claims,

●       (iv) to verify the existence and condition of the Account for a third party, such as another financial institution or merchant,

●       (v) to comply with government agency or court orders, or

●       (vi) when you give us your written permission.

In addition, to the extent permitted by law, we may disclose information to third parties; for example, to initiate transactions and for anti-fraud purposes. In addition, we may view what you view in the Digital Services order to service you and your accounts. Please refer to the section below, Privacy; Terms of Use for additional information.

Privacy; Terms of Use.

Subject to Section 5(t) ("Third Party Links"), use of the Digital Service is subject to Wilmington Trust's Digital Privacy Notice which may be found at https://www.wilmingtontrust.com/internetprivacy and the Wilmington Trust Website Terms of Use which may be found at https://www.wilmingtontrust.com/termsofuse ("Terms of Use"). By using the Digital Service, you agree to the Terms of Use. Please refer to the Account Agreements and Wilmington Trust’s Digital Privacy Policy, as it may be amended from time to time (if applicable) for disclosure of information about you and the Accounts.

21. Account Statements

    In addition to making information about your Accounts available through the Digital Service, we will continue to mail or otherwise deliver to you periodic statements for your Accounts with the regularity provided for the relevant agreements governing the Accounts. In addition to reflecting account activity, the statements will include any funds transfers completed through the Online Funds Transfer Service.

22. Account Information.

    Although we strive to provide accurate and current information about your Account(s), the information we provide using the Digital Service may not be provided on a real-time basis and therefore there may be a delay between the time in which a transaction occurs and when it appears in the Account as reflected in the Digital Service. We are not liable or responsible for problems you may experience due to inconsistencies or delays in information being reflected on the Accounts within the Digital Service.

    We may also make available to you through the Website reports and information regarding the Account(s). This information is provided to you for information purposes only and is not a replacement or substitute for the custodial account statement(s). 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 or information may vary in some details, including pricing. Please report promptly any inaccuracy or discrepancy in this information to your Relationship Manager. If revised data becomes available to Wilmington Trust after any reports regarding your Account are generated, we may update our records accordingly; however, revised data typically will not result in the generation of a new report. Neither the Digital Service nor any information contained on this Website should be used to prepare tax documents. Information for tax reporting purposes will be reflected in your annual Wilmington Trust Tax Information Letter or other Wilmington Trust tax documents.

23. Third Party Services and Websites

    In connection with your use of the Digital Service, you may be made aware of services, products, offers and promotions provided by third parties (“Third Party Services”). In addition, we may enter into agreements with third party service providers to provide certain services, functionalities, content, applications and/or affiliated or linked sites included within the Site (also referred to as “Third Party Services”). If you decide to use any of these Third Party Services, you are responsible for reviewing and understanding the terms and conditions governing any Third-Party Services. You agree that the third party, and not Wilmington Trust, is responsible for the performance of the Third-Party Services.

    The Digital Service may contain or reference links to websites operated by third parties ("Third Party Website"). These links are provided as a convenience only. Such Third Party Websites are not under our control. We are not responsible for the content of any Third Party Website or any link contained in a Third Party Website. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to any Third Party Website, and the inclusion of any link in the Digital Service is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by us of any information contained in any Third Party Website. In no event will we be responsible for the information contained in such Third Party Website or for your use of or inability to use such website. Access to any Third Party Website is at your own risk, and you acknowledge and understand that Third Party Website may contain terms, privacy policies, and security policies that are different from ours. We are not responsible for such provisions, and expressly disclaim any liability for them.

24. Your Conduct and Indemnity

    Except to the extent otherwise provided under the terms of this Agreement or applicable law, you agree and acknowledge that: (i) you are personally responsible for your conduct while using, and for your use of, the Digital Service, as well as for the conduct of, and use of the Digital Service by, your Authorized Users or anyone you authorize to use the Digital Service; (ii) you will not introduce malicious code or do anything involving Digital Service with an intent to harm; (iii) you will use the Digital Service solely for its intended purposes; (iv) you will not use the Digital Service in any illegal activity; (v) you will not damage, disable, interrupt, overburden, or impair the Digital Service or interfere with any other party's use and enjoyment of the Digital Service; (vi) you will not transmit, using the Digital Service, any chain letters, "spam" messages, "phishing" messages, or messages marketing or advertising goods and services; (vii) you will not engage in any activity that infringers or misappropriates the intellectual property rights of others, including patents, copyrights, trademarks, service marks or any other proprietary right of any third party; and (viii) you agree to defend, indemnify and hold us, our directors, officers, employees and agents harmless from all loss, liability, claims, demands, judgments and expenses including, but not limited to, reasonable attorney fees, arising out of or in any way connected with such use or conduct. Your obligations under this section survive termination of this Agreement.

    At all times during your access or use of the Digital Service, you represent, warrant and agree that: (i) you have the power and authority to enter into this Agreement; (ii) you shall comply with all applicable laws, regulations and rules, including but not limited to privacy laws and regulations regarding data collected and received by you (other than your own data) in connection with the Digital Service; (iii) you have the right and authority to access the Accounts; (iv) your use of the Digital Service shall be in accordance with the applicable Account Agreement(s); (v) you shall assist us, as necessary, in our efforts to recover any misdirected funds and otherwise comply with fund transfer Instructions; and (vi) your Authorized Users have legal authority to access the Digital Service and/or the Accounts. If we cause an incorrect amount of funds to be credited to your Account, you agree that we may take any action appropriate to correct the error and prevent the account from being unjustly enriched. You shall promptly notify us if any of your representations, warranties or agreements in this Agreement are no longer true and correct.

25. Additional Miscellaneous General Items

    1. (i) If any portion of this Agreement is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force.
    2. (ii) You agree that you will not use the Digital Service in locations that are prohibited under U.S. law and regulations, including laws and regulations issued by the Office of Foreign Assets Control ("OFAC"). Some transfers may not be processed, timely processed or may need to be frozen if we perceive the transfer may be in violation of United States OFAC sanction programs or other applicable laws.
    3. (iii) You agree not to use the Digital Service in any illegal activity.
    4. (iv) You agree that we reserve the right to (a) investigate any suspected breaches of the Website security or our information technology or other systems or networks,(i) investigate any suspected breaches of this Agreement, and (b) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters.
    5. (v) If you provide us with a phone number for your Mobile Device, you are expressly consenting to receive account servicing or requested communications at that number from us and our agents. Such communications may include, but are not limited to, on-time passcodes, prerecorded or artificial voice message calls, text messages, and/or calls made by an automatic telephone dialing system.
    6. (vi) We may, for any reason and in our sole discretion, decline at any time to accept or use any email address or telephone number provided to us by any person.
    7. (vii) Some other services may be referenced in the Digital Services portion of the Website with links to third-party sites where you may obtain further information and/or log into such other services. Such other services are not part of the Wilmington Trust Digital Services Agreement and are subject to other contracts, terms and conditions.
    8. (viii) Microsoft and Microsoft Excel are either registered trademarks or trademarks of Microsoft Corporation in the United States and/or other countries. iPad is a trademark of Apple Inc., registered in the U.S. and other countries. App Store is a service mark of Apple Inc. Android is a trademark of Google Inc. Use of this trademark is subject to Google Permissions. Adobe and Reader are registered trademarks of Adobe Systems, Inc. Quicken is a registered trademark of Intuit, Inc. All trademarks, service marks and trade names referenced in this material are the property of their respective owners.