Online Access Agreement
Online Access Agreement
 

Online Access Agreement for Wells Fargo Trust Direct® Service
This Agreement revised and effective as of September 30, 2011

This Agreement (this "Agreement") governs your use of the Wells Fargo Trust Direct® service. In this Agreement, the word "Service" refers to Wells Fargo Trust Direct service.

Please read this Agreement carefully. By clicking "I Agree" below or using the Service, you are agreeing to the terms of this Agreement. This Agreement includes, among other things:

  • our obligations to you;
  • your obligations as a user of the Service;
  • the ways in which we may send you notices and disclosures;
  • your agreement with us to use binding arbitration for most disputes arising under this Agreement or concerning the Service and to waive the right to a trial by jury;
  • your waiver of class-action rights;
  • limitations on our liability to you; and
  • your mutual agreement with us that South Dakota law will control this Agreement, without regard to conflict-of-law rules.

Table Of Contents

Definitions

  1. What's part of this Agreement; Your other agreements with us; Conflicts between agreements
    1. What's part of this Agreement
    2. Other agreements with us and conflicts between agreements
  2. Your use of the Service; Owners and your access rights
    1. Your use of the Service
    2. Owners and your access rights
  3. Accessing Eligible Accounts and Online Financial Services through the Service and terminating access
    1. Gaining online access and using the Service
    2. Terminating online access
  4. Alerts
    1. Description of alerts
    2. Registration for alerts
    3. Email security and delivery timing
    4. Termination of alerts
  5. Online statements
    1. Description of online statements
    2. Availability of online statements
    3. Accessing your online statements
    4. Year-end interest tax reporting documents
    5. Termination of online statements
  6. Use of Personal Financial Management Software
    1. Description of Personal Financial Management Software
    2. Description of the download option for Eligible Accounts
    3. Account information
    4. Security of data transmission and storage
    5. Disclaimers
    6. Additional limitations of liability for the download options
  7. Third-Party Software and Third-Party Content
    1. Description of Third-Party Software
    2. Description of Third-Party Content
    3. Security of data transmission and storage for Third-Party Software
    4. Disclaimers for Third-Party Software and Third-Party Content
    5. Additional limitations of liability for Third-Party Software
  8. Security for your Eligible Accounts and Online Financial Services
    1. Creation of new password
    2. Protecting your security
  9. Privacy
  10. Additional responsibilities
  11. Disclaimer of warranties; limits on our liability and obligations to you; your agreement to indemnify us against certain losses
    1. Disclaimer of warranties
    2. Limits on our liability and obligations to you
    3. Your agreement to indemnify us
  12. Dispute resolution program: Arbitration Agreement; waiver of class action rights
    1. Non-judicial resolution of disputes
    2. Definition of disputes
    3. Binding arbitration; waiver of class action rights; severability
    4. D. Rights preserved
    5. E. Miscellaneous
    6. F. Fees and expenses of arbitration
    7. G. California residents
  13. Notices and communication
    1. Generally
    2. Electronic delivery and communication
    3. Returned, unclaimed account-related information
    4. Address changes
    5. Implementation of notices
  14. Export control; international use
  15. General provisions
    1. Amendments to this Agreement
    2. Termination of this Agreement
    3. Governing law
    4. Assignment
    5. Proprietary rights
    6. Entire agreement
    7. Waiver
    8. Failure to act is not a waiver
    9. Headings
Definitions
In this Agreement, the words:
  • "We," "us," "our" and "Wells Fargo" means Wells Fargo Bank, N.A. and any of its affiliates or direct or indirect subsidiaries, when any of them have established an Eligible Account or provided an Online Financial Service.
  • "You" or "your" means each person using the Service.
  • "Authorized Representative" means a person with authority to take action or make decisions on behalf of another person with respect to an Eligible Account or an Online Financial Service, and includes any person who may (i) manage or administer an Eligible Accouint or an Online Financial Service, or (ii) authorize another person to access an Eligible Account or Online Financial Service.
  • "Business Day" means Monday through Friday, excluding Saturday, Sunday and federal banking holidays for bank accounts and products and U.S. stock exchange holidays for brokerage accounts.
  • "Eligible Account" means each Wells Fargo product you are permitted to access through the Service. Eligible Accounts may, in our sole discretion, include deposit accounts, loans, credit cards, lines of credit, investment products, and brokerage accounts .
  • "Handheld Device" includes a cell phone or personal digital assistant satisfying hardware and software requirements as specified by us from time to time.
  • "Include" and "including," when used at the beginning of a list of one or more items, indicates that the list contains examples – the list is neither exclusive nor exhaustive and the items in the list are intended only as illustrations. They are not the only possible items that could appear in the list.
  • "Online Access Process" means the terms under which you are allowed to access and use the Service via the Website, the process or procedures you use in order to obtain access to the Service (including required security procedures) via the Website, and our right to change, suspend or terminate all or part of the Service, this Agreement or your access to the Service.
  • "Online Financial Service" means each of the variety of products and services you may access through the Website. The term Online Financial Service includes actions you take, and instructions you give us, through the Website concerning Eligible Accounts. However, the term Online Financial Service does not include an Eligible Account.
  • "Owner" means each person who is an owner of an Eligible Account as indicated in our records, and any Authorized Representative of that person.
  • "Service" means the Wells Fargo Trust Direct service, and includes all the Eligible Accounts an Online Financial Services you can access via the Website after entering into this Agreement.
  • "Website" refers to the Wells Fargo Trust Direct website.

Investments and Insurance Products: NOT FDIC INSURED, MAY LOSE VALUE, NO BANK GUARANTEE

1. What's part of this Agreement; Your other agreements with us; Conflicts between agreements

A. What's part of this Agreement
The Service is subject to this Agreement and also to the following, which are considered part of this Agreement:

  • the General Terms of Use for the Website;
  • the terms or instructions appearing on a screen when enrolling for, activating, accessing, or using the Service;
  • Wells Fargo's rules, procedures and policies, as amended from time to time, that apply to the Service, any Eligible Account, or any Online Financial Service;
  • state and federal laws and regulations, as applicable.

B. Other agreements with us and conflicts between agreements
In addition to this Agreement, there may be a separate agreement for each of your Eligible Accounts and Online Financial Services. Each of your Eligible Accounts and Online Financial Services will continue to be subject to any other agreement that applies to it.

In addition to this Agreement, there may be a separate agreement for each of your Eligible Accounts and Online Financial Services, and those agreements will continue to apply to each of them.

If this Agreement conflicts with another agreement, or another agreement has terms that are not addressed in this Agreement, then the other agreement will control and take precedence, unless this Agreement specifically states otherwise. The other agreement will only control with respect to the Eligible Account or Online Financial Service it is associated with, and only to the extent necessary to resolve the conflict or inconsistency. Additional provisions regarding online services or features that appear in another agreement covering your Eligible Account or Online Financial Service, but not in this Agreement, will apply.

To illustrate, if your Eligible Account or Online Financial Service is covered by another agreement and a dispute arises between you and us under that agreement, then the dispute resolution and governing law provisions in that other agreement will control.

There is an exception to the general rule described in this Section 1. If another agreement you have with us includes terms that address the Online Access Process, this Agreement will control and take precedence in resolving any inconsistencies between this Agreement and the terms in the other agreement that address the Online Access Process.

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2. Your use of the Service; Owners and your access rights

A. Your use of the Service
Subject to the terms and conditions of this Agreement, you may use the Service to access your Eligible Accounts and Online Financial Services through the Website. The available categories of Eligible Accounts and Online Financial Services are described on our Website and may change from time to time, at our sole option. With respect to your Eligible Accounts, available transactions may include obtaining balance information, transaction history and other information, and downloading transaction histories and related information. In some instances, balances and transaction history may only reflect activity conducted through the close of the previous Business Day.

We may occasionally introduce new features to the Service or eliminate features from the Service. When this happens, we will update our Website accordingly.

You agree that you are:

  • solely responsible for acquiring and maintaining a computer or any other electronic device and equipment that can handle and access the Service; and
  • responsible for all costs associated with accessing the Service and your Eligible Accounts and Online Financial Services.

B. Owners and your access rights

  1. Any Owner of an Eligible Account may authorize you to have access to that Eligible Account and related Online Financial Services.
  2. You agree that the Owners, and not we, are responsible for authorizing and managing your access rights with respect to Eligible Accounts and Online Financial Services.
  3. You agree that you will access and use each Eligible Account, and related Online Financial Services, in accordance with the access rights you are given by the Owner. Each time you access, views, or take other action with respect to an Eligible Account or Online Financial Service, you represent and warrant to us that your action is authorized by the Owner. If we receive conflicting instructions, or if we believe that an Eligible Account's security or our security may be at risk as a result of your actions or access, we may at our sole discretion terminate your access to the Service, an Eligible Account, or an Online Financial Service, or prevent you from being granted access, without prior notice to you or any Owner.

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3. Accessing Eligible Accounts and Online Financial Services through the Service and terminating access

A. Gaining online access and using the Service
After being authorized by an Owner, you may access your Eligible Accounts and Online Financial Services through the Website to obtain information and perform other actions as authorized on the Website.

To access your Eligible Accounts and Online Financial Services through our Website you must have a username, a password and the required hardware and software as described on the Website. You must also comply with any other security procedures and policies we may establish from time to time.

Subject to the terms of this Agreement, you will generally be able to access your Eligible Accounts and Online Financial Services through the Website 7 days a week, 24 hours a day. At certain times, the Service may not be available due to system maintenance or circumstances beyond our control.

You must provide all telephone and other equipment, software (other than any software provided by us) and services you need to access the Service.

B. Terminating online access

  1. If you or any Owner violate any terms of this Agreement or any other agreement with us, you agree that we may suspend or terminate your access to any one or more of your Eligible Accounts and Online Financial Services. We will not be required to reinstate or re-activate your access.
  2. Your access rights may be terminated with respect to an Eligible Account and related Online Financial Services: (a) at the request of any Owner of the Eligible Account, (b) when we are notified that the Owner appointing you ceases to be an Owner on the Eligible Account, (c) Upon our receiving written notice of the death or incapacity of the delegating Owner from a court of competent jurisdiction or from a source that we consider official and reliable, (d) at our sole discretion if you or an Owner breach any provision of this Agreement, or (e) when you cease to be enrolled in the Service. We will not be required to reinstate or re-activate your access. Also, if you have no Eligible Accounts linked to the Service or do not use the Service for a period of 24 consecutive months, we may, in our discretion, terminate your access without prior notice to you.

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4. Alerts

A. Description of alerts
We may, at our discretion, offer you an alerts option that allows you to request and receive messages about your Eligible Account(s). You may receive alerts through email message(s) and/or text enabled cell phones or pagers. Each alert will be effective after set up of the alert parameters and delivery points using the alerts service.

B. Registration for alerts
You must be enrolled in the Service to use the alerts option.

C. Email security and delivery timing
You agree that each alert may not be encrypted, and may include your name and information pertaining to your account(s). Receipt of any alert may be delayed, or prevented by factor(s) affecting your Internet service provider(s), phone operator(s), and other relevant entities. We neither guarantee the delivery or the accuracy of the contents of any alert. Wells Fargo will not be liable for losses or damages arising from (a) non-delivery, delayed delivery, or wrong delivery of any alert; (b) inaccurate content in an alert; (c) your use or reliance on the contents of any alert for any purposes. We reserve the right to terminate any request from you, for any alert, at any time. The information in any alert may be subject to certain time lags and/or delays. You will manage the types and timing of your alerts, and the alerts may be stopped or suspended by you at any time.

D. Termination of alerts
Either you or Wells Fargo may terminate your use of the alerts option at any time without notice.

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5. Online Statements

A. Description of online statements
We may, at our discretion, offer online statements for certain Eligible Accounts and Online Financial Services. We may, at our discretion, offer you additional options and preferences for the delivery of various types of communications related to your Eligible Accounts or Online Financial Services. The following is a brief description of the various features we may elect to offer, from time to time, and requirements for using online statements. From time to time, we may add to, modify, or delete any feature of online statements in our sole discretion.

B. Availability of online statements
The online statement option for certain Eligible Accounts or Online Financial Service is available only if an Owner has authorized you to have access to the Eligible Account or Online Financial Service. In some cases, in order to view the statements for an Eligible Account or Online Financial Service the Owner must first add the Eligible Account or Online Financial Service to the Service, or specifically enroll the Eligible Account or Online Financial Service for online statements.

C. Accessing your online statements
At our discretion, your online statement and legal notices and disclosures may be presented to you on the Website. You will need to ensure that your computer software meets the requirements provided on the Website in order to view, print, and/or save your online statement and legal notices. Depending on the type of account, your statements may be available online for up to a maximum of 7 years. The statements for some types of Eligible Accounts or Online Financial Services are only available for shorter periods. There may be a gap in the historical statements available online for some types of Eligible Accounts. For some types of Eligible Accounts or Online Financial Services, there may be a delay of up to several weeks after enrollment before you can begin viewing statements online.

D. Year-end interest tax reporting documents

  1. Online year-end interest tax documents may become available to all customers with certain account types who are enrolled in the Service and provide their valid email address for the Service. Customers are not required to complete a separate enrollment process in order to view their tax documents online. This option is available to you regardless of whether or not we also send you mailed (paper) tax documents.
  2. In the future, you may be able to change the way we send you year-end tax documents on certain account types by changing your delivery preferences on the Website, selecting from among the available options. When you change your tax document delivery option, the change will take effect in your next annual tax reporting cycle. When you tell us to stop sending you mailed (paper) tax documents, we'll send you an e-mail to let you know that your current tax document is ready to be viewed online. We always reserve the right to communicate with you in writing using the U.S. Postal Service, no matter what other options you have chosen.

E. Termination of online statements
We may terminate delivery of online statements to you for one or more Eligible Accounts or Online Financial Services without notice.

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6. Use of Personal Financial Management Software

A. Description of Personal Financial Management Software
Personal Financial Management Software includes: Quicken®, QuickBooks®, and other software we may identify from time to time on the Website. You are responsible for obtaining a valid and separate license agreement with the provider of the Personal Financial Management Software. Your license agreement with the provider of the Personal Financial Management Software may restrict the duration of your online access; We will not be liable for any such limitations or restrictions.

B. Description of the download option for Eligible Accounts
The download option for Eligible Accounts allows you to download certain information into your Personal Financial Management Software via Direct Connect or Web Connect. The following is a brief description of the various features of and requirements for using the download option. From time to time, we may add to, modify, or delete any feature of the download option at our sole discretion.

C. Account information
You understand and agree that:

  • not all of the information in your Eligible Accounts can be downloaded into your Personal Financial Management Software;
  • information you can download may not include all of your account activity;
  • statements generated by us are the official record of account transactions, positions and balances, and that the information you download is for tracking purposes only and should not be considered an official record;
  • the account information will not necessarily reflect banking, financial, or investment activities and transactions that have not yet been completed or settled and will only reflect the account information in your Eligible Accounts at the exact point in time that you download the information (for example, trades that have not yet been settled may not be reflected);
  • account information in your Eligible Accounts may reflect transactions as of a prior time period and may not be current as of the point in time that you download such information;
  • the account information that you download to your Personal Financial Management Software will not be automatically updated by us, and that you will have to update the Eligible Account information by downloading more current information from your accounts (for example, stock prices, and/or the value of the investments we hold in your accounts, may be reflected at the prices at the close of the prior trading day and not at the current prices);
  • the Eligible Account information may include information you have provided to us (for example, cost or tax basis information for securities we have transferred into your accounts) and that you are solely responsible for the accuracy of this information; and
  • we are not liable for any loss, damages or expenses of any kind as a result of your reliance upon the Eligible Account information in your Personal Financial Management Software, which, for example, as stated above, may not be the most updated information and it may not include pending transactions such as a stock sale or purchase which has not settled.

D. Security of data transmission and storage

  1. You agree and understand that:
    1. you assume all risk that any Eligible Account information you download and store in your Personal Financial Management Software may be accessed by unauthorized third parties;
    2. if you send the information in a manner that is not secure, or if you take the Eligible Account information out of our secure systems by downloading it, we are no longer responsible for the security and confidentiality of that information, and that the responsibility is now yours (or may be shared with others, such as your Personal Financial Management Software provider); and
    3. we are not responsible for the security and confidentiality of the Eligible Account information if you: (a) use wireless connections to download your account information, in which case you acknowledge such connection may permit other persons to access the information being downloaded, or (b) allow other persons access to your Personal Financial Management Software.
  2. You agree that any Eligible Account information that you download is done at your own risk and you are solely responsible for any damage that might occur to the computer (or other electronic device) to which you download any information, or any loss or corruption of data that might occur as a result of the downloading or its storage in a computer or other electronic device.

E. Disclaimers

  1. You agree that the Eligible Account information you download through the download option is provided to you "as is" and "as available."
  2. You agree that we make no warranties and have no liability as to:
    • The accuracy, completeness, availability or timeliness of the Eligible Account information, text, graphics, or other items in the Eligible Account information that you can download through the download option;
    • The errors or omissions in the delivery or transmission of the Eligible Account information from us to you (and "you" includes delivery to your Personal Financial Management Software and/or your computer); and
    • The download option's fitness for a particular purpose and non-infringement of any third party rights.
  3. You understand that some states do not allow limitations on how long an implied warranty lasts, so that the above limitations may not apply to you, and that you may also have other rights, which vary from state to state.

F. Additional limitations of liability for the download options
You agree that we will not be liable to you for:

  • your inability to use the download option;
  • the accuracy, timeliness, loss or corruption, or misdelivery, of any Eligible Account information;
  • unauthorized access to your Eligible Accounts or to your account information and any misappropriation, or alteration, of your account information or data, to the extent the unauthorized access results from your acts or omissions; or
  • your inability to access your Eligible Account (including but not limited to, failure of electronic or mechanical equipment, interconnect problems with telephone providers or Internet service providers ("ISPs"), natural disasters, strikes, or other labor problems).

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7. Third-Party Software and Third-Party Content

A. Description of Third-Party Software
From time to time, we may offer third-party software tools and products that you may elect to install on your computer (collectively "Third-Party Software"). You are responsible for obtaining a valid and separate license agreement with the provider of the Third-Party Software.

B. Description of Third-Party Content
From time to time, we may offer information, commentary, and tools supplied by companies that are not affiliated with us ("Third Party Content"). All of the Third-Party Content on the Website is labeled as such, and may be available either in a frame, via a hyperlink, or simply posted to the Website. We do not own any interest in Third-Party Content. We do not edit, review, or endorse any Third-Party Content.

C. Security of data transmission and storage for Third-Party Software

  1. You agree and understand that:
    • you assume all risk that any Third-Party Software you download and install, or any information you enter into the Third-Party Software, may be accessed by unauthorized third parties; and
    • if you use the Third-Party Software to transmit information, you and the Third-Party-Software provider are responsible for the security and confidentiality of that information.
  2. You agree that any Third-Party Software that you download is done at your own risk and you alone are responsible for any damage that might occur to the computer or other electronic device to which you download any Third-Party Software, or any loss or corruption of data that might occur as a result of the downloading or its installation in a computer or other electronic device.
  3. You also agree that you are solely responsible for acquiring and maintaining a computer or other electronic device that has capabilities of handling and accessing the Third-Party Software, includingany necessary equipment such as a modem), and that you are responsible for all costs associated with accessing the Third-Party Software.

D. Disclaimers for Third-Party Software and Third-Party Content

  1. You agree that:
    • any Third-Party Software you download through the download option is provided to you "as is" and "as available."
    • any Third-Party Content you review or utilize is provided to you “as is.”
  2. You agree that we make no warranties and have no liability as to:
    • The accuracy, completeness, availability or timeliness of the information, text, graphics, or other items provided, stored, evaluated or processed through the Third-Party Software or Third-Party Content;
    • The errors or omissions in the delivery or transmission of the Third-Party Software or Third-Party Content from us to you (and "you" includes delivery to your Personal Financial Management Software and/or your computer); and
    • The Third-Party Software's or Third-Party Content’s fitness for a particular purpose and non-infringement of any third-party rights.
  3. You understand that some states do not allow limitations on how long an implied warranty lasts, so that the above limitations may not apply to you, and that you may also have other rights, which vary from state to state.

E. Additional limitations of liability for Third-Party Software
You agree that we will not be liable to you for:

  • your inability to use the Third-Party Software;
  • the accuracy, timeliness, loss or corruption, or misdelivery, of any Eligible Account information or any other information processed by the Third-Party Software; or
  • unauthorized access to your Eligible Accounts or to your account information and any misappropriation, or alteration, of your account information or data as a result of your installation or use of the Third-Party Software.

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8. Security for your Eligible Accounts and Online Financial Services

You will use a username and a password, and/or such other security and authentication techniques as we may require from time to time, to access your Eligible Accounts and Online Financial Services through the Service. We recommend that you change your password regularly. We may also require additional security procedures at our discretion. These additional security procedures may require special hardware, software or third-party services. We may also, at our option, offer you additional, optional security procedures, such as random number generators, to enhance the security of your Eligible Accounts and Online Financial Services. We may also require the use or activation of specific Internet browser software features, plug-ins and add-ons, such as JavaScript support and "cookies", in order to utilize the Service. We may also acquire detailed information concerning the computer or computers you use to access the Service, including unique internal and network identifiers for your computer(s), in order to enhance and facilitate secure access to the Service.

A. Creation of new password
Your password:

  • can be changed within the Service or by calling the Wealth Management Trust Online Service Team at 1-800-352-3702, M-F 5 AM – 6 PM PT.
  • must have the minimum number of characters we may specify from time to time and must include at least one letter and one number. You may also use special characters (for example, @, %, &, #).
For security purposes, it is recommended that you memorize the password and do not write it down. You are responsible for keeping your password confidential.

B. Protecting your security

  • If you believe that your password may have been lost or stolen, or that someone has viewed, downloaded, or deleted electronic records from your Eligible Account or Online Financial Service without your permission, or if you suspect any fraudulent activity on your Eligible Account, you agree to immediately notify the Wealth Management Trust Online Service Team at 1-800-352-3702, M-F 5 AM – 6 PM PT.
Information exchanged through the Service is protected by advanced encryption techniques while being transmitted. These security measures still require your responsible behavior in protecting your username and password for the Service. Please use maximum caution in protecting your username and password.

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9. Privacy

We are committed to protecting your privacy. All information gathered from you in connection with using the Service will be governed by the provisions of the Wells Fargo Privacy Policy, including the Online Privacy Policy.

We may use automated processes to detect any use of the Service that violates the terms of this Agreement or any applicable law.

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10. Additional responsibilities

You are responsible for:
  • actions that may be taken by anyone using the Service after signing in with your username and password. We are entitled to rely and act upon instructions received under your username and password.
  • keeping your username and password confidential and for ensuring that you have signed off from the Service when your session is complete to prevent unauthorized persons from using the Service.

You agree that you will be the only user of your username and password, that you will not transfer or disclose any of this information to any other person, and that you will be responsible for all usage of the Service and any fees associated with use of other services accessed through the Service on your Eligible Account whether or not authorized by you. You agree to immediately notify Wealth Management Trust Online Service Team at 1-800-352-3702, M-F 5 AM – 6 PM PT. and report any actual or suspected unauthorized use of your username or password.

You agree to provide true, accurate, current and complete information about yourself as requested and you agree to not misrepresent your identity.

You will:

  • not use the Service for any illegal purposes;
  • comply with all regulations, policies and procedures of networks through which you access and use the Service;
  • not use the Service for any activity or use that may disrupt the Service or the networks through which you access or use the Service; and
  • not access or attempt to access any Service account for which you have no access authorization, or duplicate, modify, distribute or display any of the data or files from any such account.

You are responsible for and must provide all telephone and other equipment, software (other than any software provided by us) and services necessary to access the Service.

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11. Disclaimer of warranties; limits on our liability and obligations to you; your agreement to indemnify us against certain losses

A. Disclaimer of warranties
To the fullest extent permitted by law, we make no warranties of any kind for the Service, either express or implied, including but not limited to, implied warranties of merchantability or fitness for a particular purpose. We do not warrant that the Service will be uninterrupted or error free, that defects will be corrected, or that our Website that makes the Service available is free of viruses or other harmful components.

B. Limits on our liability and obligations to you
In no event will Wells Fargo or any of its officers, directors, shareholders, parents, subsidiaries, affiliates, agents, licensors, or third-party service providers be liable for any consequential (including without limitation, loss of data, files, profit or goodwill or the costs of procurement of substitute goods or service) indirect, incidental, special or punitive damages, whether in an action under contract, negligence or any other theory, arising out of or in connection with this Agreement, the Service, or the inability to use the Service, even if advised of the possibility of such damages. Some states may prohibit the limitation of liability for consequential or incidental damages. In those states the limitation of liability with respect to consequential or incidental damages (or other damages specified by law in such state) may not apply.

Except as specifically provided in this Agreement or otherwise required by applicable law, we (and our service providers or other agents) will not be liable for:

  • any loss or liability you may incur resulting in whole or part from any failure or misuse of:
    • – your equipment, or
    • – software provided by an external company such as an Internet browser provider, an Internet access provider, an online service provider or an agent or subcontractor of any of them, or
  • any direct, indirect, special or consequential, economic or other damages arising in any way out of your access to or use of, or failure to obtain access to the Service.

Wells Fargo does not make any representation that any content or use of the Service is appropriate or available for use in locations outside of the continental United States, Alaska or Hawaii.

We will not be obligated to honor, in whole or in part, any transaction or instruction which:

  • is not in accordance with any term or condition of this Agreement or any other agreement applicable to the relevant Online Financial Service or Eligible Account;
  • we have reason to believe may not be authorized by you or any other person whose authorization we believe is necessary or involves funds or other property subject to a hold, dispute, restriction or legal process we believe prevents the transaction or instruction;
  • would violate:
    • – any applicable provision of any risk control program of the Federal Reserve or the Office of the Comptroller of the Currency, or
    • – any applicable rule or regulation of any other federal or state regulatory authority;
  • is not in accordance with any other requirement of our policies, procedures or practices; or
  • we have other reasonable cause not to honor for our or your protection.

In no event will Wells Fargo be liable for any failure of availability or performance due to scheduled system maintenance or circumstances beyond our control (such as power outage, computer virus, system failure, fire, flood, earthquake, or extreme weather).

C. Your agreement to indemnify us
Except to the extent that we are liable under the terms of this Agreement or another agreement governing the applicable Eligible Account or Online Financial Service, you agree to indemnify, defend, and hold us, our affiliates, officers, directors, employees, consultants, agents, service providers, and licensors harmless from any and all third-party claims, liability, damages, and/or costs (including but not limited to reasonable attorney's fees) arising from:

  • a third-party claim, action, or allegation of infringement, misuse, or misappropriation based on information, data, files, or other materials submitted by you to us;
  • any fraud, manipulation, or other breach of this Agreement or the Service;
  • your violation of any law or rights of a third party; or
  • the provision of the Service or use of the Service by you or any third party.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. You will not settle any action or claims on our behalf without our prior written consent. This indemnification is provided without regard to whether our claim for indemnification is due to the use of the Service by you or your Authorized Representative or your Delegate.

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12. Dispute resolution program: Arbitration Agreement; waiver of class action rights

This Section constitutes the arbitration agreement between you and us and includes a mutual waiver of class action rights. This arbitration agreement governs disputes concerning:

  • interpretation of this Agreement (including the meaning of this arbitration agreement and whether a disagreement is a "dispute" subject to binding arbitration as provided for in this arbitration agreement),
  • the Service,
  • the Online Access Process, and
  • Online Financial Services ("Covered Disputes")

Disputes concerning brokerage accounts that are Eligible Accounts are governed by the Pre-Dispute Arbitration Agreement and governing law provisions contained in the brokerage account agreement document, which takes precedence over this section. Disputes arising under any separate agreement governing your other Eligible Accounts will be governed by the dispute resolution and governing law provisions of that agreement, which also take precedence over this section.

A. Non-judicial resolution of disputes
You and we agree that any Covered Disputes between or among you and us, regardless of when it arose, will, upon demand by either you or us, be resolved by the following arbitration process. You understand and agree that you and we are each waiving the right to a jury trial or a trial before a judge in a public court. As an exception to this Arbitration Agreement, both you and we retain the right to pursue in small claims court in the state where you reside any dispute that is within that court's jurisdiction.

B. Definition of disputes
A dispute is any unresolved disagreement between or among you and us. It includes claims based on broken promises or contracts, torts (injuries caused by negligent or intentional conduct) or other wrongful actions. It also includes statutory, common law, and equitable claims. A dispute also includes any disagreement about the meaning of this Arbitration Agreement, and whether a disagreement is a "dispute" subject to binding arbitration as provided for in this Arbitration Agreement.

C. Binding arbitration; waiver of class action rights; severability
Binding arbitration is a means of having an independent third party resolve a Covered Dispute without using the court system, judges or juries. Either you or we may require the submission of a Covered Dispute to binding arbitration at any reasonable time notwithstanding that a lawsuit or other proceeding has been commenced. If either you or we fail to submit to binding arbitration following a lawful demand, the one who fails to so submit bears all costs and expenses (including attorney's fees and expenses) incurred by the other compelling arbitration.

Neither you nor we will be entitled to join or consolidate Covered Disputes by or against others in any arbitration, or to include in any arbitration any Covered Dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.

Each arbitration, including the selection of the arbitrator will be administered by the American Arbitration Association ("AAA"), according to the Commercial Arbitration Rules and the Supplemental Procedures for Consumer Related Disputes ("AAA Rules"). To the extent that there is any variance between the AAA Rules and this Arbitration Agreement, this Arbitration Agreement will control. Arbitrator(s) must be a member of the state bar where the arbitration is held, with expertise in the substantive laws applicable to the subject matter of the Covered Dispute.

You and we each agree that in this relationship:

  • You and we are participating in transactions involving interstate commerce;
  • Each arbitration is governed by the provisions of the Federal Arbitration Act (Title 9 of the United States Code), and, to the extent any provision of that Act is inapplicable, unenforceable or invalid, the laws governing the relationship between you and us about which the Covered Dispute arose.

To find out how to initiate an arbitration, please call any office of the AAA or visit the AAA website at www.adr.org.

If any of the provisions of this arbitration agreement dealing with class action, class arbitration, private attorney general action, other representative action, joinder, or consolidation is found to be unlawful or unenforceable, that invalid provision shall not be severable and this entire arbitration agreement shall be unenforceable.

D. Rights preserved
This Arbitration Agreement and the exercise of any of the rights you and we have under this Arbitration Agreement do not stop you or us from exercising any lawful rights to use other remedies available to preserve, foreclose, or obtain possession of real or personal property; exercise self-help remedies, including setoff and repossession rights; or obtain provisional or ancillary remedies such as injunctive relief, attachment, garnishment, or court appointment of a receiver by a court having jurisdiction.

E. Miscellaneous
You and we each agree to take all steps and execute all documents necessary for the implementation of arbitration proceedings. The arbitrator may hear and rule on appropriate dispositive motions as part of the arbitration proceeding, such as motions for judgments on the pleadings, summary judgment, or partial summary judgment. The AAA, the arbitrators, you and we, must, to the extent feasible, take any necessary action to ensure that an arbitration proceeding, as described in this Arbitration Agreement, is completed within 180 days of filing the Covered Dispute with the AAA. These parties must not disclose the existence, content, or results of the arbitration, except for disclosures of information required in the ordinary course of business or permitted by applicable law or regulation. This provision will be liberally construed in order to ensure the enforcement of this Arbitration Agreement. Arbitration proceedings are conducted in the state where you reside or at a location determined by the AAA.

All statutes of limitations applicable to any Covered Dispute apply to any arbitration between you and us. The provisions of this Arbitration Agreement will survive termination, amendment, or expiration of your Account relationship or the governing Agreement or any other relationship between you and us. This Arbitration Agreement constitutes the entire agreement between you and us and supersedes all prior arrangements and other communications concerning dispute resolution. If more than one arbitration agreement entered into by you and us is potentially applicable to a Covered Dispute, the one most directly related to the Account or transaction that is the subject of the dispute will control.

F. Fees and expenses of arbitration
You must pay the applicable AAA filing fee when you submit a written request for arbitration to the AAA. The AAA's filing fee and administrative expenses for an arbitration on documents alone without oral hearing, will be allocated according to the AAA's Rules, except that for claims of less than $1,000.00, you will only be obligated to pay a filing fee of $15.00 and we will pay all of the AAA's other costs and fees. At your written request, we will temporarily advance up to $500.00 towards the filing, administrative, and/or hearing fees for any Covered Dispute in excess of $1,000.00 which you may have filed against us, after you have paid an amount equivalent to the fee, if any, for filing a claim for such a Covered Dispute in state or federal court (whichever is less) in the judicial district in which you reside. However, if you elect an in-person arbitration process, you must pay your share of the higher administrative fee and the additional costs for this process. At the conclusion of the arbitration, the arbitrator will decide who will ultimately be responsible for paying the filing, administrative, and/or hearing fees in connection with the arbitration including, but not limited to, those costs and fees paid by us on your behalf. Unless inconsistent with applicable law, you and we will each bear the expense of our own attorneys', experts', and witness fees, regardless of who prevails in the arbitration.

G. California residents
In the event that Borrower is a California resident, this Arbitration Agreement applies only to disputes in which the Borrower seeks for himself or herself individually amounts in excess of the jurisdictional limit of Small Claims Court, excluding attorneys' fees and costs.

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13. Notices and communication

A. Generally
Except as expressly provided otherwise in this Agreement, we will provide you any notices and other information regarding your Eligible Account, Online Financial Service, or the Service (collectively "Account Related Information") through mail, electronically, or by other means available. This information will be sent to your postal or electronic address ("E-Address") as reflected in our records, unless a different postal or electronic address has been specified in accordance with procedures we may establish from time to time. The E-Address may be an e-mail address, other Internet address, text messaging number, or other electronic access address provided to us in accordance with this Agreement. Any Account Related Information will be deemed to have been sent on the first Business Day following the date on it. Account Related Information that is held for pick-up or posted on our Website will be deemed to be delivered to, and received by, you at the time that we make it available for pick-up, display it to you, or send notice in accordance with this Agreement that it is posted on our Website, as applicable. We reserve the right at all times to communicate all Account Related Information to you through the U.S. Postal Service or overnight courier, at our sole option.

B. Electronic delivery and communication
Unless otherwise required by applicable law, if we are required to provide you with information in writing, we may, at our option, send it electronically either:

  • to your E-Address,
  • by posting the information on our Website, and sending you a notice to your postal address or E-Address (either separately or as part of an account statement) telling you that the information has been posted and providing instructions on how to view it, or
  • to the extent permitted by law, by posting the information to our Website. You agree that we may satisfy our obligation to provide you with an annual copy of our Privacy Policy by keeping it available for review on our Website.

C. Returned, unclaimed account-related information
Unless otherwise prohibited by the laws governing your Eligible Account or Online Financial Service, this Sub-section applies if two or more separate Account Related Information documents are returned or, in the case of electronic notifications, one or more notices are returned as undeliverable. This means we may discontinue sending Account Related Information or electronic notifications to you until you provide a valid postal or E-Address to us. Additionally, we may, at our sole option:

  • destroy Account Related Information that is sent to you and returned to us as undeliverable,
  • hold the Account Related Information for your Account for you to pick-up, or
  • discontinue sending the Account Related Information through the delivery channel generating returns and utilize an alternative delivery channel.

For example, if we are sending your Account Related Information to you via the U.S. Postal Service, and the information is returned to us as undeliverable on two or more occasions, we may attempt to deliver the information to your E-Address, instead. If we hold Account Related Information for you to pick-up and it remains unclaimed for 60 days, we may send the Account Related Information to the address reflected in our records for your Eligible Account or destroy it.

D. Address changes
You agree that you will notify us immediately in the event of a change to your address or E-Address. Address changes may be initiated:

  • at your request. You may instruct us to change the address or E-Address to which we send notices or Account Related Information concerning your Account at any time.
  • if we receive an address change notice from the U.S. Postal Service.
  • if we receive information from another party in the business of providing correct address information that the address in our records no longer corresponds to your address.

We may act on any instruction purportedly made on your behalf within a reasonable time after we receive such instruction. Unless you instruct us otherwise, we may in our sole discretion change the postal or E-Address only for the account(s) you specify or for all or some of your other account(s) with us.

E. Implementation of notices
Any notice you send us will not be effective until we actually receive it and have a reasonable opportunity to act on it. If there is more than one Owner on your Eligible Account, we may send Account Related Information to any one of them. You assume the risk of loss in the mail or otherwise in transit. Any notice or Account Related Information we send you will be effective when mailed, sent electronically or otherwise made available to you.

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14. Export control; international use

The United States controls the export (including the download) of products and information containing encryption ("Controlled Technology") under the Export Administration Regulations ("EAR"). This Service may contain Controlled Technology subject to the EAR. You agree to access and/or download Controlled Technology related to this Service only in the United States. You further agree in your use of the Service not to access or download Controlled Technology from any country where such access or download is prohibited (currently North Korea, Iran, Cuba, Sudan, or Syria), and agree that you are not a person or entity to whom such access or download is prohibited. Those choosing to access the Service from locations outside the United States do so at their own risk and are responsible for compliance with local laws.

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15. General provisions

A. Amendments to this Agreement
Except as otherwise required by law, we may in our sole discretion change the terms of this Agreement from time to time and at any time. This may include adding new or different terms to, or removing terms from, this Agreement. When changes are made we will update this Agreement on the Website. The Website will be updated on or before the effective date, unless an immediate change is necessary to maintain the security of the system or unless a law, rule or regulation requires that it be updated an earlier time. If such a change is made, and it can't be disclosed without jeopardizing the security of the system, this Agreement will be updated within 30 days after the change. You will be notified as soon as possible when any changes are made which materially affect your rights, such as changes regarding how your information is maintained or used, or changes to the terms of this Agreement. By continuing to use the Service after we send you notice of any change, you agree to the change. Changes to fees or terms applicable to Eligible Accounts are governed by the agreement otherwise governing the applicable account. Except as otherwise required by law, any change to this Agreement applies only to transactions that occur, or claims that arise, after the amendment becomes effective.

B. Termination of this Agreement
This Agreement will be in effect from the date your enrollment in the Service is submitted by you and accepted by us and at all times while you are using the Service or any Online Financial Service. Unless otherwise required by applicable law, either you or we may terminate this Agreement and/or your access to any Eligible Account or Online Financial Service through the Service, in whole or in part, at any time without notice. The termination of this Agreement will not terminate your obligations or our rights arising under this Agreement before such termination. Access to an Eligible Account or Online Financial Service through the Service, in whole or in part, may be suspended and/or reinstated by us, at our discretion, at any time. If reinstated, the then current terms of this Agreement will control. You may request reinstatement of an Eligible Account or Online Financial Service by calling your relationship manager.

All applicable provisions of this Agreement will survive termination by either you or us, including, without limitation, provisions related to intellectual property, warranty disclaimers, limitations of liability, indemnification, and the miscellaneous provisions.

C. Governing law
Each of your Eligible Accounts and Online Financial Services will continue to be read and interpreted according to the laws described in the agreements you have with us regarding those Eligible Accounts or Online Financial Services (for example, your deposit account agreement or your credit card agreement with us). This Online Access Agreement, on the other hand, will be read and interpreted according to the laws of the State of South Dakota, without regard to conflict-of-law rules. In any legal action or claim regarding this Online Access Agreement, the prevailing party will be entitled to recover costs and reasonable attorney fees.

D. Assignment
We may assign our interest in this Agreement to Wells Fargo & Company, its successors, or to any now-existing or future direct or indirect subsidiary of Wells Fargo & Company; however, you may not assign or transfer this Agreement. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties.

E. Proprietary rights
Other than your personal account information, all content included or available on the Service, such as advertisements, text graphics, logos, button icons, images, audio clips, and software, is the property of Wells Fargo, and/or third parties and is protected by copyrights, trademarks, or other intellectual and proprietary rights. The compilation (meaning the collection, arrangement, and assembly) of all content on the Service is the exclusive property of Wells Fargo and/or its licensors and is protected by copyright or other intellectual property rights.

The trademarks, logos, and service marks displayed on the Service (collectively the "Trademarks") are the registered and unregistered trademarks of Wells Fargo, or third parties. Under no circumstances may you use copy, alter, modify, or change these Trademarks. Nothing contained on the Service should be construed as granting by implication or otherwise any license or right to use any Trademark without the express written permission of Wells Fargo, or the third party which has rights to such Trademarks, as appropriate.

F. Entire agreement
In combination with other applicable Wells Fargo agreements as described in Section 1.B. of this Agreement, this Agreement represents the agreement between you and Wells Fargo regarding the Service and merges and supersedes all previous and contemporaneous written or oral agreements and understandings regarding the subject of online access. Each of the rules, terms, and conditions set forth in this Agreement stand alone. Any term or condition contained in this Agreement which is inconsistent with the laws governing the Service will be deemed to have been modified by us and applied in a manner consistent with such laws. Except as otherwise expressly provided in this Agreement, if any provision of this Agreement is held to be invalid or otherwise unenforceable, the remainder of the provisions will remain in full force and effect and will in no way be invalidated or otherwise affected.

G. Waiver
We may agree in writing (or otherwise) to waive a provision of this Agreement, including a fee (a "waiver"). We may revoke any waiver.

H. Failure to act is not a waiver
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

I. Headings
Headings are for reference only and in no way define, limit, construe, or describe the scope or extent of such section.

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If you have any questions regarding this Agreement, please contact the Wealth Management Trust Online Service Team at 1-800-352-3702, M-F 5 AM – 6 PM PT.