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On-Line Portfolio Agreement
On-Line Portfolio Agreement

THIS AGREEMENT licenses you (hereafter "User") to use Wilmington Trust Company's ("WTC") On-Line Portfolio™ Information System ("On-Line Portfolio") and establishes the terms of this license.

     1. License to Use.  WTC hereby grants User a non-exclusive, non-transferable license to use On-Line Portfolio. This license authorizes User's use of On-Line Portfolio solely for User's own applications. This license does not authorize User to: (a) engage in any transaction with any third party with respect to On-Line Portfolio, or (b) provide any third party a copy of any On-Line Portfolio documentation. On-Line Portfolio, and any copies thereof, in whole or in part, and all copyright, patent, trade secret, and other intellectual property rights therein, are and remain the valuable property of WTC and/or its vendors.

     2. Limited Warranty; Indemnification and Limited Liability.
           (a) WTC warrants that On-Line Portfolio will operate as specified in its documentation if accessed from a properly functioning computer with an adequate browser. User's exclusive remedy under this warranty is the correction of defects in On-Line Portfolio. In no event shall WTC be liable to User or any other person or entity for special or consequential damages of any kind. This warranty shall be void in the event that User modifies On-Line Portfolio without WTC's consent. WTC HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE. EXCEPT AS HEREIN ABOVE PROVIDED, WTC SHALL NOT BE LIABLE FOR ANY INJURY OR LOSS THAT USER OR ANY OTHER PERSON OR ENTITY SUFFERS OR INCURS BY REASON OR USE OF ON-LINE PORTFOLIO OR OTHERWISE INCLUDING, WITHOUT LIMITATION, SPECIAL OR CONSEQUENTIAL DAMAGES, DAMAGES TO SYSTEMS OR PROGRAMS, AND THIRD PARTY CLAIMS. Note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above disclaimers may not apply.

          (b) User Support and Product Updates. (1) WTC shall supply updates to On-Line Portfolio required to operate under new releases of the computer manufacturer's or Internet Service Provider's operating system, browser and/or software, provided, however, that WTC shall have no obligation to supply updates in the event that such updates are not reasonably feasible. (2) WTC will provide telephone application support as part of its ongoing maintenance service.

          (c) Intellectual Property Indemnity. WTC will indemnify User for any injury arising from a claim that On-Line Portfolio infringes on a valid United States patent, copyright, or trade secret, provided that WTC is promptly notified by User of any such claim and given sole authority by User to defend or settle any such claim. WTC's liability hereunder shall be limited to payment of any judgments against or settlements on behalf of User approved by WTC and shall not include any special or consequential damages of User or any other person or entity.

        (d) In any event, WTC's liability for any claims arising from Customer's use of On-Line Portfolio is limited only to fees actually paid by User to WTC, and WTC will not be responsible for any incidental, consequential, special or punitive damages.

         (e) To the extent allowed by law, Customer will defend, indemnify and hold harmless WTC (which, for purposes of this paragraph, includes any affiliates of WTC) and WTC's directors, officers, agents, servicers and independent contractors, as applicable, from and against any and all losses, liabilities, costs, damages, expenses, claims or demands to which WTC, and WTC's directors, officers, agents, servicers, or independent contractors, as applicable, may be subject or may incur arising out of or in connection with its or their performance of this Agreement or On-Line Portfolio, or User's breach of any terms of this Agreement, regardless of the nature of any loss. WTC will not be liable for any claim, loss or damage arising or alleged to arise under this Agreement.

     3. Confidentiality. User acknowledges having been informed by WTC that On-Line Portfolio has substantial monetary value, was developed by WTC as a result of considerable effort and expense and is the proprietary and confidential property of WTC. By this Agreement, User acquires no ownership or sublicensing rights in On-Line Portfolio. User shall treat all information associated with On-Line Portfolio as confidential and take all measures necessary to prevent the disclosure of such information to any third party. User shall not: (a) disclose or transfer to any person the form or substance of On-Line Portfolio or any part thereof, or (b) allow any third person to use all or part of On-Line Portfolio or related materials without the written consent of WTC. User's obligation hereunder shall not be affected in any way by modification or termination of this Agreement.

     4.  User Warranty. User warrants to WTC that it has legal authority and power to access any account which the User accesses through On-Line Portfolio. User agrees to indemnify and hold harmless WTC for any breach of this warranty.

     5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws rules. No proceeding concerning this Agreement shall be instituted except in courts located in the State of Delaware. User waives any objection to jurisdiction or venue in such courts.

     6.  Integration. The Agreement constitutes the entire agreement between the parties hereto. All prior agreements, representations and commitments by either party are expressly superseded. This Agreement may only be modified in writing signed by each party hereto.

     7. Termination. Either party may terminate this Agreement upon 60 days written notice to the other party. The provisions of Sections 1, 2(e) and 3 shall survive the termination of this Agreement and any license granted hereunder.

     8.  Force Majeure. If WTC is unable to perform any of its obligations hereunder, or User is unable to enjoy a benefit hereunder (including, without limitation, loss of or failure to provide access to On-Line Portfolio), due to any event beyond the reasonable control of WTC, including without limitation, weather and all other Acts of God, war, fire, heat, cold, explosion, flood, power or telephone failures, acts or omissions of any government or agency thereof, compliance with requirements, rules, regulations or orders of any governmental authority or any instrumentality thereof, labor difficulty (including, but not limited to, strikes and other work slippages due to slowdowns), supplier failure or delay, civil disorder, or breakdown or malfunction of machinery, transportation facilities or other equipment of any nature, then WTC's performance shall be excused for the pendency of such event, but WTC shall use its best efforts to limit the duration of any such delay. WTC shall incur no liability for any losses, damages or expenses, including attorneys' fees, arising out of such delay.

     9.  Assignment. User shall have no right to assign this Agreement or any of its rights hereunder to any party. WTC may assign or delegate its rights or obligations hereunder to any WTC affiliate.

     10. Relationship. Nothing contained herein shall be construed to imply the existence of a joint venture, partnership or agency relationship between the parties. Nothing contained herein is intended to create any right, remedy or claim for any person that is not a party to this Agreement.

     11.  Training. User will ensure that the personnel operating On-Line Portfolio are educated and trained in the use of this product in accordance with its documentation and instructions.

     12.  Severability. Each paragraph of this Agreement is severable and if one or more of these paragraphs are declared invalid, the remaining provisions of this Agreement will remain in full force and effect.

     13.  Waiver. No waiver or breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof.

     14. Amendment. This Agreement may be amended from time to time by WTC by an amendment furnished by WTC and accepted by User in the On-Line Portfolio application. User shall be deemed to have accepted any amendment to this Agreement by continuing to use On-Line Portfolio after it has been provided with such amendment by WTC through the On-Line Portfolio application.

     15. Entirety. This Agreement constitutes the full understanding of the parties and a complete and exclusive statement of the terms of their agreement with regard to On-Line Portfolio.

I have read this Agreement and intend to be legally bound.


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M&T Bank. Investment Services, Wealth Advisory and Corporate & Institutional products and services are offered by Wilmington Trust Company,
operated in Delaware only, and Wilmington Trust, N.A. International Corporate & Institutional services are offered through our international affiliates.

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