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Disclaimers and Important Terms and Conditions

  1. NOTICE.  BEFORE USING ANY WEB PAGES, MOBILE APPLICATIONS OR INFORMATION CONTAINED HEREIN OR LINKED HERETO, YOU SHOULD CAREFULLY READ THE FOLLOWING DISCLAIMERS AND IMPORTANT TERMS AND CONDITIONS (THE “AGREEMENT”).  THE SITES ARE PROVIDED FOR INFORMATION PURPOSES ONLY.  YOUR USE OF ANY OF THE SITES CONSTITUTES YOUR AGREEMENT TO ALL TERMS AND CONDITIONS HEREIN.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS BELOW, DO NOT ACCESS THIS SITE OR ANY WEB PAGES AND/OR MOBILE APPLICATIONS THEREIN.

  2. AGREEMENT.  This Agreement describes the terms and conditions on which Wilmington Trust[1] allows access to and use of sites operated by Wilmington Trust, its parent (M&T Bank Corporation), M&T Bank, and all of its subsidiaries and affiliates (collectively, “Wilmington Trust”, “we”, or “our”) (collectively, including any of the services made a part of or available through the Sites and any of its web pages and/or mobile applications, the “Sites”).  Some of the Wilmington Trust web pages and/or mobile applications on the Sites may provide services, features or offers under their own terms and conditions of use and you agree to comply with such terms of use in your use of those services.  In the event of a conflict, the additional terms and conditions will govern for those sections or pages.  You may be asked to execute supplemental agreements in paper or electronic form, before you are permitted to access or use certain features or functionality within the Sites (each, a “Supplemental Agreement”). In the case of Supplemental Agreements presented to you online, you authorize us to rely upon “checks” or “clicks” in designated locations that are attributable to your password as your consent to the terms and conditions of such Supplemental Agreements.  This Agreement is in addition to any Supplemental Agreement and is not intended to supersede or modify any such Supplemental Agreement, nor is such Supplemental Agreement intended to supersede or modify this Agreement.

  3. 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 Sites and the information, graphics, content and materials thereon (“Content”) and any software that may be necessary to use the Sites for your personal use. All right, title and interest in the Sites and the Content is our exclusive property or the property of our licensors.  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 Sites and the Content are protected by copyrights, trademarks, service marks, and other proprietary rights and laws and are provided only for your personal, non-commercial use. You are also granted a limited license to print copies of any Content posted at the Sites, but only for your personal, non-commercial use, provided you do not alter or modify the Content in any way.  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 Sites 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.

  4. TRADEMARKS. Wilmington Trust and M&T Bank are registered United States trademarks. Wilmington Trust and M&T Bank also claim rights in certain trademarks and service marks contained and displayed in the Sites. Use of any of Wilmington Trust’s or M&T’s trademarks or service marks without  prior written consent is strictly prohibited. Other featured words or symbols used to identify the source of goods and services may be the trademarks of their respective owners. Wilmington Trust makes no claim to such marks and does not endorse, support or recommend such goods or services.

  5. USE OF CONTENT.  You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes in whole or in part any Content, including, but not limited to, any information, software, products or services obtained from the Sites, except for the purposes expressly provided herein, without our prior written approval.  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. Product offers, rates, terms and other Content provided at the Sites are subject to change without notice.  Your eligibility for particular products and services is subject to Wilmington Trust’s review and acceptance.  Not all of the products and services described at the Sites are available in all geographic areas.

    References at the Sites 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.

  6. NO INVESTMENT ADVICE OR OFFERS. Nothing in the Sites constitutes, nor it is intended to constitute investment advice or recommendations as to the suitability or availability of any specific product, security or service for a specific investor.  All Content is provided for your convenience and information only, and no Content shall constitute, nor is it intended to constitute, an offer to sell or a solicitation of an offer to buy any security. 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). Prior to the execution of any transaction by you involving information you received from the Sites and/or prior to you taking or abstaining from taking any action based on information you received from the Sites, 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, based on your own objectives, financial situation and particular needs.

    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 Sites may be available only to certain "qualified investors" and/or "accredited investors", which are investors who meet certain income and/or investable assets thresholds.  Not all products and services described at the Sites are available in all geographic areas.

  7. MARKET INFORMATION. Pricing and other information generated through the use of data or services made available at the Sites may not reflect actual prices or values that would be available in the market at the time provided or at the time that you may want to purchase or sell a particular security or other instrument. We may make available to you through the Sites 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. Neither we nor the Third-Party Providers are 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 neither we nor the Third-Party Providers will 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.

  8. INFORMATION ACCESSED THROUGH SITES.  We may also make available to you through the Sites reports and information regarding account(s), which is provided to you for convenience and is not a replacement or substitute for any account statements. You are encouraged to carefully review the 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. 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.

    We may also make available to you through the Sites 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 Sites.

    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.

    Use of example companies, organizations, products, services, persons and events depicted on the Sites 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 Sites 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.

  9. NEWS SERVICES; ADVERTISERS. Wilmington Trust does not warrant, endorse or guarantee any information provided through any news service on the Sites or any product or services advertised on the Sites. 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.

  10. 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. The Sites and the Contents should not be used to prepare tax documents.

  11. DATED AND FORWARD LOOKING-STATEMENTS. Certain information on the Sites 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.  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.

    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.

  12. 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.

  13. LINKS TO THIRD PARTY SITES. As a convenience to you, Wilmington Trust may provide links to Websites operated by entities other than Wilmington Trust (“Linked Sites”). The Linked Sites are not under the control of Wilmington Trust. If you use a Linked Site, you will leave the Sites. 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 to 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 Sites. 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.

  14. SUBMISSIONS. All information you submit to Wilmington Trust via the Sites 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. Sites 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 Sites. We do not monitor receipt of any document submitted via the Sites.

  15. INTERNET EMAIL; REGISTRATION. Wilmington Trust strongly discourages the use of ordinary email systems to communicate with Wilmington Trust. 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 Sites may require you to register or become a . 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 Sites.

  16. 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 SITES OR THE CONTENT. THE SITES, ALL CONTENT, LINKS AND ANY OF THE SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITES 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 SITES 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 SITES; 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 SITES, 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 SITES. THE CONTENT AND THE SITES ARE NOT INTENDED, AND SHOULD NOT BE RELIED UPON BY YOU, FOR PERSONAL, 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 SITES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITES.

  17. LIMIT ON DAMAGES. WILMINGTON TRUST AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND THIRD PARTY PROVIDERS SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, NOR FOR 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 THE SITES, ANY SOFTWARE USED TO ACCESS THE SITES, ANY OF THE SERVICES AVAILABLE THROUGH THE SITES OR THECONTENT, YOUR RELAINCE ON, USE OF OR INABILITY TO USE THE SITES, OR ANY ERROR, INTERRUPTION OR DELAY IN OPERATION, OR ANY COMPUTER VIRUS OR SYSTEM FAILURE, REGARDLESS OF WHETHER SUCH CLAIM ARISES UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER 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.

  18. INDEMNITY.  You agree to defend, indemnify, and hold harmless Wilmington Trust and its directors, officers, employees and Third Party Providers from and against all claims, liabilities, losses, expenses or other costs, including attorneys’ fees, arising out of your violation of any of the terms hereof by you, the content of any message sent using email, your violation of law, your use of the Sites or Content, or your misuse of the Sites, including such violation or misuses conducted by your employee or agent, if applicable.

  19. SUSPENSION AND TERMINATION. Wilmington Trust may modify, terminate and/or suspend your access to the Sites, the related services, or any portion thereof at any time, without notice to you. Wilmington Trust may also impose limits on certain features and services or restrict your access to parts or all of the Sites without notice or liability.  Wilmington Trust may also at any time discontinue providing the Sites, or any part thereof, with or without notice to you.

  20. AMENDMENTS; MODIFICATIONS.  Wilmington Trust reserves the right to change, modify, add or remove any portion of this Agreement in whole or in part, at any time, by posting the amended terms on the Sites.  The new terms shall automatically be effective and binding on you 15 days after they are initially posted on the Sites.  Your continued use of the Sites after any changes to this Agreement are posted will be considered your acceptance of those changes.  This Agreement may not otherwise be amended.

  21. PRIVACY. Use of the Sites is governed by Wilmington Trust’s Privacy Policy, Internet Privacy Policy and Mobile Privacy Policy[WL1] .  The Sites are not intended to be used by European Union residents or users under the age of 13 years.

  22. 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 its conflict of laws principles. The Sites are not intended for distribution to, or use by, any person or entity, or any jurisdiction or country where such distribution or use would be contrary to local law or regulation, would subject Wilmington Trust to any liability or would not give effect to all of the provisions in this Agreement.  You may not access the Sites or the Content where such access is illegal or prohibited or where such access would subject Wilmington Trust or its affiliates to any liability.

  23. USE FOR ILLEGAL ACTIVITIES PROHIBITED. As you use the Sites, you agree not to use the Sites:
    1.  in violation or attempted violation of the terms herein;
    2.  in any manner which could damage, disable, interrupt, overburden, or impair the Sites or interfere with any other party's use and enjoyment of the Sites;
    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, Wilmington Trust, or computers of any kind);
    4.  Misrepresent your identity in any way;
    5.  Violate or attempt to violate the security of the Sites (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 Sites;
    8.  to launch or use any automated system, including without limitation “robots,” “spiders” or “offline readers,” that access the Sites in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser; or
    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 Sites 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 Sites for any unlawful purpose or in furtherance of any unlawful purpose. You will make reasonable efforts to ensure that your use of the Sites 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 Sites.  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 Sites.

  24. INTERNET GAMBLING/REGULATION GG. You agree not to use the Sites, 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.

  25. GEOGRAPHIC CONSTRAINTS. The Sites 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 Sites are available in all geographic areas. You agree that you will not use the Sites in locations that are prohibited under United States law and regulations, including laws and regulations issued by the Office of Foreign Assets Control.

  26. AGREEMENT TO ARBITRATE.  All disputes relating to this Agreement, use of the Sites or the Content shall be subject to final and binding arbitration, with the losing party paying all costs of arbitration.  Any arbitration relating to this Agreement shall be held in New Castle Cunty, Delaware, under the rules of the American Arbitration Association.

  27. THIRD PARTY BENEFICIARIES. To the extent the Content contains data or information provided by Third Party Providers or are otherwise contributed to by Third Party Providers, such Third-Party Providers shall be considered third party beneficiaries of this Agreement.

  28. ASSIGNMENT. You may not assign, sublicense, delegate, subcontract or otherwise transfer your rights, duties and obligations under this Agreement to a third party without our express written consent. Any instrument purporting to make an assignment or other transfer in violation of this provision shall be null and void. 

  29. WAIVER. Wilmington Trust’s failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on Wilmington Trust’s part to exercise any power or right given to Wilmington Trust 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.  Any forbearance or delay on the part of either party hereto in enforcing any provision of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or of a right to enforce same for such occurrence or any future occurrence.

  30. COMPLETE AGREEMENT; NO REPRESENTATIONS. This Agreement constitutes the entire agreement between you and Wilmington Trust relating to your access to and use of the Sites and the Content. Captions are for convenience only.  If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.  The provisions of this Agreement which expressly or by implication are intended to survive its termination will survive and continue to bind both you and Wilmington Trust.