Digital Services Agreement
General Description of Digital Services
What this Agreement Covers
This Wilmington Trust Digital Service Agreement (the "Agreement") governs your use of the Digital Service and other online and mobile-based service functions which are now available or may be available sometime in the future through this website (collectively, the "Digital Service") provided by Wilmington Trust ("Wilmington Trust", "we", or "our"). You agree to read this Agreement carefully before you use this 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.
Accepting This Agreement
By clicking on "I Agree" at the end of this Agreement, 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" at the end of this Agreement 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 this Agreement and is subject to 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.
"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.
"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 and any individual or entity authorized to use the Digital Service.
"Digital Service" means the digital services and the functions available now or in the future to you through this 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 part of the Digital Service or are covered by this Agreement (see Section 1(d) for more information).
"Electronic Documents" means the Account statements and tax documents, notices, disclosures and other communications, documents or materials for the Accounts and Digital Service that we may make available electronically, now or in the future, on this 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 request or instruction delivered to us via, or in connection with, the Digital Service.
"Loss" means any claim, loss, liability, action, demand, suit, damage, proceeding, and/or cost of any nature, whether involving direct or third-party claims (including, but not limited to, attorneys' fees and expenses).
"Mobile Device" means a mobile phone, tablet, ipad or other electronic equipment which connects to the Internet either through wi-fi or through a data plan furnished by a cellular carrier, and which 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 or any parent, subsidiary or affiliate thereof. The Digital Service may be provided by any of such entities. Wilmington Trust is a registered service mark used in connection with various fiduciary and non-fiduciary services, including trustee, custodial, agency, investment management, and other services offered to trust, individual, and institutional clients by certain subsidiaries of M&T Bank Corporation, including, but not limited to, Manufacturers & Traders Trust Company (M&T Bank), Wilmington Trust Company (operating in Delaware only) and Wilmington Trust, N.A.
"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.
All Accounts linked to and/or accessed through a Digital Service will continue to be subject to the specific Account agreements that a Client has with us or our affiliates with respect to 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 are subject to other agreements, terms and conditions ("Other Agreements"). The M&T Digital Services Agreement, M&T Securities Web Trading Terms & Conditions, MBMS ONLine Access Agreement, Wilmington Trust Online Access Disclosure Agreement and On-Line Statements Disclosure are Other Agreements 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 and other services. 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, this Agreement will control if there are any irreconcilable conflicts between the terms of those agreements and this Agreement.
DIGITAL SERVICE ACCESS
Your Systems, Devices and Software
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.
Enrollment in Digital Service; Access Codes
To enroll in a 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. 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, 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. You can change your 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 prior 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). If you co-own any account(s) with others, you agree to not share your Access Codes with your co-owner(s) or any other party. You also agree to not share your Access Codes with your Authorized Users. Each Client and Authorized User agrees to obtain and use its own Access Codes.
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, you agree to contact your Relationship Manager or call 1-800-982-4620 immediately. In addition to notifying us, we also strongly recommend that you immediately change your Password and any other Access Codes, as appropriate. You must contact us to obtain a new User ID.
Authorized User Access
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 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. A Client may, at any time, request that its elections be updated or changed by completing and submitting an updated Online Access Election 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.
ACCESSING YOUR ACCOUNT STATEMENTS AND TAX DOCUMENTS
This section sets forth the terms and conditions specific to the Account statements and tax documents which you may obtain electronically on the Website for viewing, printing and downloading. This service is provided for your convenience and it does not include electronic statement service provided through OLS, which is governed by a separate Other Agreement for that service. Please see the Wilmington Trust Online Access Disclosure Agreement and the On-Line Statements Disclosure for additional information about electronic statement service provided through OLS. Whenever any Electronic Document is made available to you at the Website, we recommend that you print and/or save copies of the Account statements and other Electronic Documents as they become available. Please note that Electronic Documents will not be available at the Website for any Account that has closed. In addition to making information about the Account(s) available through the Digital Service, we will continue to mail or otherwise deliver periodic statements for the Account(s) with the frequency as described in the relevant Account agreements and/or disclosures.
GENERAL PROVISIONS FOR DIGITAL SERVICE
The following general provisions apply to the Digital Service, unless otherwise stated.
You understand the Website and its content is 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, M&T Bank and/or its affiliates.
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.
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.
In no event will we be liable to you for any Loss, default, or delay in performance arising out of or related to this Agreement or the Digital Service to the extent such Loss, 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; lack of available resources from persons other than parties to this Agreement; labor disputes; electrical failures; denial of service attack; postal delays or strikes; virus or other malware; fires; floods; ice; explosions; acts of God; federal, state or municipal actions, statutes, ordinances, or regulations.
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 from any M&T Bank Account to Wealth Account through the Internal Funds Transfer Service if available.
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 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.
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.
Changes to the Agreement.
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 at 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.
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.
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.
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.
Notices and Change of Address.
Any notice we send you with respect to this 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 or external email address changes, you must promptly notify us in writing of the new address.
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.
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., firstname.lastname@example.org). The messages or alerts 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.
Disclaimer of Warranties.
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.
General Limitation of Liability.
We shall not be liable for any Loss arising out of or in connection with this Agreement, the Website or the Digital Service, except to the extent directly caused by our gross negligence or willful misconduct. WE AND OUR OFFICERS, DIRECTORS AND EMPLOYEES AND OUR SERVICES PROVIDERS SHALL NOT BE LIABLE FOR ANY LOSS OF DATA, PROFIT, GOODWILL, OR USE, OR FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES OR 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, REGARDLESS OF WHETHER SUCH CLAIM ARISES UNDER ANY THEORY OF TORT, CONTRACT, STRICK LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY EVEN IF ANY OF THE FOREGOING EVENTS OR CIRCUMSTANCES WERE FORESEEABLE AND EVEN IF WE OR OTHERS WERE ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES, 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).
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.
Although we strive to provide accurate and current information about your Account(s), information we provide using 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 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 Digital Service. We may also make available to you through the Website reports and information regarding the Account(s). That information is provided to you for information purposes only and is not a replacement or substitute for your normal account statements. You are encouraged to carefully review your Account statements and retain them for your records as they may contain notices, disclosures and other important information. Due to differences in production, these reports or information may vary in some details, including pricing. Please report promptly any material inaccuracy or discrepancy in this information to your Relationship Manager. 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.
Third Party Links.
The Digital Service may contain or reference links to websites operated by third parties ("Linked Sites"). These links are provided as a convenience only. Such Third Party Linked Site are not under our control. We are not responsible for the content of any Third Party Linked Site or any link contained in a Third Party Linked Site. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Linked Site, 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 Linked Site. In no event will we be responsible for the information contained in such Third Party Linked Site or for your use of or inability to use such website. Access to any Third Party Linked Site is at your own risk, and you acknowledge and understand that Third Party Linked Sites 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.
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 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 only use Digital Service for its intended purposes; (iv) you will not use 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 Digital Service; (vi) you will not transmit, using 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. 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 shall comply with all applicable laws, regulations and rules, including privacy laws and regulations regarding data collected and received by you (other than your own data) in connection with the Digital Service; (ii) you have the right and authority to access the Accounts; (iii) your use of the Digital Service shall be in accordance with the applicable Account Agreement(s); and (iv) your Authorized Users have legal authority to access the Digital Service and/or the Accounts. You shall promptly notify us if any of your representations, warranties or agreements in this Agreement are no longer true and correct.
Additional Miscellaneous Terms.
- 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.
- You agree not to use the Digital Service in any illegal activity.
- 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.
- If you provide us with a phone number for your Mobile Device, you are expressly consenting to receive one-time passcodes via text, account servicing or other 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.
- 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.
- 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. All trademarks, service marks and trade names referenced in this material are the property of their respective owners.
© 2020 M&T Bank Corporation and its subsidiaries. All rights reserved. v.02/2020