Wilmington Trust Connect Authorized User Agreement

is entered into between Authorized User (as such term is defined below) and WT (as such term is defined below) and governs Authorized User's use of the On-Line Service (as such term is defined below).

1. Definitions

Capitalized terms have the following definitions throughout this Agreement, and other capitalized terms have the meanings otherwise assigned to them in this Agreement:

"Authorized User" means any person that (i) has registered for access to Online Information (as such term is defined below) for Public Transactions, and/or (ii) has registered and been approved by WT to access Online Information for Private Transaction(s) (as such term is defined below).

"Authorized User Credentials" means one or more identification credentials (e.g., user I.D., passwords) and other authentication factors that WT may require, from time to time, in order to access the On-Line Service.

"Authorized User Information" means information that an Authorized User submits and/or verifies to WT through the On-Line Service in order to, among other things, use the On-Line Service.

"Business Day" means Monday through Friday, excluding U.S. federal holidays. Reference to time shall be to Eastern Time.

"On-Line Information" means data or information in connection with a Transaction, such as servicer reports, distribution reports, loan tapes or special notices.

"On-Line Service" means all services provided by WT through the electronic portal known as "Wilmington Trust Connect" that is accessible by an Authorized User through the Website, as that portal may be expanded or modified from time to time.  The On-Line Service includes, without limitation, the ability of Authorized User to (i) access, complete and/or submit Authorized User Information to WT through the portal, (ii) view servicer reports, distribution reports, loan tapes or special notices, and (iii) otherwise communicate with WT through the portal.  The On-Line Service also includes any software provided by WT (or its vendor) to Authorized User for use in connection with the On-Line Service.

"Private Transaction" means an asset backed securitization or similar transaction in respect of which WT provides trustee or other services and the information for which is available only to investors and/or other deal parties that have received approval from WT to access On-Line Information for such transaction.

"Public Transaction" means an asset backed securitization or similar transaction in respect of which WT provides trustee or other services and the information for which is generally available to the public at large.

"Transaction" means a Public Transaction and/or a Private Transaction, as the context may require.

"Website" means the current or future Internet website, and all related pages, where an Authorized User goes in order to obtain access to the On-Line Service.

"WT" means Wilmington Trust, N.A. or any affiliate that holds an Authorized User"s Authorized User Credentials to access the On-Line Service. 

"WT System" means the system that WT uses for tracking and accounting for Authorized User access in the On-Line Service.

Any reference to a "person" includes a natural person, corporation, partnership, organization, governmental agency or other entity.  The singular includes the plural, and vice versa. 

2. This Agreement

IMPORTANT NOTE: BEFORE USING THE ON-LINE SERVICE, AUTHORIZED USER SHOULD CAREFULLY READ THE TERMS AND CONDITIONS IN THIS AGREEMENT. AUTHORIZED USER"S USE OF THE ON-LINE SERVICE CONSTITUTES AUTHORIZED USER"S AGREEMENT TO ALL TERMS AND CONDITIONS HEREIN.

• This Agreement describes the terms and conditions on which WT allows access and use of the On-Line Service. By accessing the On-Line Service, Authorized User hereby agrees to the terms and conditions in this Agreement. If Authorized User does not so agree, Authorized User must not use the On-Line Service.

• Authorized User hereby authorizes WT to rely upon any "check", "submit", "agree", "click" (or similar function) in the Website or through the On-Line Service to indicate Authorized User"s agreement or consent to this Agreement and/or the submission of any Authorized User Information to WT through the On-Line Service. WT may conclusively rely on any such Authorized User Information submitted by Authorized User to WT through the On-Line Service. Authorized User agrees that any information or statement contained in the Authorized User Information submitted to WT through the On-Line Service, is true and correct and may be conclusively relied upon by WT, without further inquiry, as if Authorized User had otherwise provided such Authorized User Information to WT under other written and signed agreement or instruction.

3. On-Line Service

• Authorized User understands that the On-Line Service is intended only to be used by a person that (i) has registered for access to On-line Information for Public Transactions, and/or (ii) has registered and been approved by WT for access to On-line Information for the applicable Private Transaction(s).

• WT is entitled to rely solely on the Authorized User Information provided to WT by such Authorized User. Any Authorized User Information made available or provided to WT by an Authorized User may be relied upon by WT, as if provided to WT directly by such Authorized User.  

• Any decision by WT to approve any person to access the On-Line Service with respect to any Private Transaction(s) will be made by WT in accordance with the terms of the applicable underlying Transaction documentation.

• If WT wishes to approve any person to obtain access to the On-Line Service with respect to any Private Transaction(s), WT will require such person to provide certain information to WT prior to such approval.

• Authorized User represents and warrants to WT that s/he is the person to whom such email or correspondence referred to in Section 3(d) immediately above was expressly directed. If not, Authorized User must not use the On-Line Service, must immediately notify WT in writing of such, and must not submit Authorized User Information to WT through the On-Line Service. 

• Once Authorized User accesses the On-Line Service, Authorized User can use the On-Line Service subject to, and as permitted, from time to time, by the On-Line Service.

• Authorized User agrees that, to the extent any Authorized User information is pre-populated on the Website or as part of the On-Line Service, that Authorized User will carefully review such information prior to submission to WT and, upon submission, represents and warrants that such information is true and correct and may be relied upon by WT, without further inquiry, as if the Authorized User had otherwise provided such information to WT under any other written and signed agreement, consent or instruction.

• Authorized User agrees that any Authorized User Information submitted to WT through the On-Line Service, is true and correct and may be relied upon by WT, without further inquiry, as if Authorized User had otherwise provided the Authorized User Information to WT under any other written and signed agreement, consent or instruction.

• Once Authorized User submits any Authorized User Information to WT through the On-Line Service, WT is entitled to act upon it and Authorized User understands that Authorized User may not be able to cancel or change the Authorized User Information. If Authorized User requests cancellation or amendment, if WT has not already acted upon or processed the Authorized User Information, WT may assist Authorized User to attempt to so cancel or amend, however, WT has no duty to do so and shall not be liable for any failure to so cancel or amend or any Loss (as defined below) in respect thereof. 

• Authorized User understands and agrees that nothing in this Agreement, or in connection with the On-Line Service, shall:

(i)   constitute the opening of an account at WT for Authorized User.  No account is opened at WT in connection with this Agreement or in connection with Authorized User using the On-Line Service. 

(ii)   create any contractual or other relationship between WT and Authorized User, except as expressly set forth in this Agreement for the provision of the On-Line Service;

(iii) impose on WT any obligation or duty to act on any Authorized User Information within any specific time period, or at all; or

(v)   impose on WT any other liability, obligation or duty in connection with a Transaction.  WT"s only liabilities, obligations and duties in connection with a Transaction are as expressly set forth in the definitive written agreement entered into between WT and the applicable party(ies) thereto.  

4. Authorized User Credentials

• To gain access to the On-Line Service, Authorized User will need Authorized User Credentials. Authorized User will complete the online enrolment form to create the applicable Authorized User Credentials. Authorized User can, after initial sign-in, update certain of its Authorized User Credentials, from time to time, as permitted by the On-Line Service.

• Authorized User agrees to keep all Authorized User Credentials confidential to prevent unauthorized access and use of the On-Line Service. Authorized User is solely responsible for the administration, security and confidentiality of its Authorized User Credentials. Authorized User also is solely responsible for maintaining the security of its Authorized User Systems. Authorized User agrees that use of Authorized User Credentials is a reasonable security procedure to verify the identity and authenticity of the person gaining access to the On-Line Services and the authenticity of any Authorized User Information, provided to WT thereunder. Any communication requesting access to the On-Line Services received by WT of Authorized User Credentials, and all Authorized User Information and other communications submitted through the On-Line Service after access using the Authorized User Credentials, will be binding upon the Authorized User as valid and authentic for all purposes, whether or not actually authorized, without further verification of the identity or authority of the person issuing the communication or gaining access to the On-Line Service. WT may act on such communications and Authorized User agrees that those electronic communications will be given the same legal effect as written and signed paper communications.

• WT shall have no liability for any Loss (as defined below) resulting from Authorized User"s failure to implement security procedures, or any breach of security procedures by Authorized User or other persons, and Authorized User shall bear the entire Loss (as defined below) occasioned by or resulting from any use of the On-Line Service initiated by using Authorized User Credentials.

• WT reserves the right to revoke, suspend or cancel any or all of Authorized User"s Authorized User Credentials at any time for any security or other reason, including, but not limited to, the failure by the Authorized User to access the On-Line Service for a period of twelve (12) months or more, without prior notice to Authorized User. If an Authorized User"s Authorized User Credentials are revoked, suspended or cancelled such Authorized User shall be required to contact the On-Line Service site administrator for further information before regaining access to the On-Line Service.

• Authorized User must notify WT immediately in the event Authorized User believes that (i) the security or confidentiality of its Authorized User Credentials has been compromised or (ii) there has been any unauthorized access to or use of the On-Line Service or On-Line Information or any unauthorized instruction purportedly on behalf of Authorized User. Authorized User agrees that it will not submit any Authorized User Information or communication purporting to be a person other than the relevant Authorized User, or interrupt or attempt to interrupt the operation of the Website, the On-Line Service or the WT System.

• Authorized User most notify WT immediately in the event Authorized User is no longer (i) a certificate holder, noteholder or other beneficial owner of certificates or notes related to a Transaction, or (ii) a rating agency, data provider, issuer or other deal party to a Transaction that requires or has otherwise been approved to access On-Line Information for such Transaction.

1. Authorized User Systems

• To access the On-Line Service, Authorized User must have a computer or mobile device with access to the Internet and software that is compatible with the Website and allows Authorized User to browse the Internet through an Internet Service Provider ("Authorized User Systems"). Authorized User must have established Authorized User Credentials that Authorized User creates. Authorized User is solely responsible, at its expense, for access to the Internet and for the selection, operation and maintenance of the system, equipment and other software that Authorized User uses in order to access and use the Website and On-Line Service.

• WT is not responsible for any Loss (as defined below) including any errors or failures that may result, directly or indirectly, as a result of Authorized User"s use of the On-Line Service from (i) any malfunction of Authorized User"s equipment (including computer or mobile device) or software, or (ii) any computer virus, worm, Trojan horse, spyware or other malware; or (iii) use of any wireless Internet or mobile access. Subject to applicable law, WT reserves the right to update, terminate, discontinue or change the equipment (including mobile device capabilities) or software required or necessary to access the On-Line Service. To protect the security of Authorized User"s information, Authorized User agrees to log out of the On-Line Service and close his/her browser or application session when Authorized User is finished using the On-Line Service.

• WT may provide or make available to Authorized User documentation, brochures, guides and information in any format (including help screens, contextual help, FAQs, instructions and tutorials) as amended from time to time, regarding the On-Line Services and its use ("Guides"). Authorized User's use of the On-Line Service is subject to the Guides. WT is not responsible for any Loss (as defined below) arising from Authorized User's 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 On-Line Service. Terminology in the Guides may differ from this Agreement or other documentation with respect to the On-Line Service. In the event Authorized User has questions, Authorized User should contact WT for clarification. To the extent of inconsistency between the terms and conditions in the Guide and this Agreement, this Agreement shall prevail. 

6. Limited License

• WT hereby grants to Authorized User a limited, non-exclusive, non-transferable right to access and use the On-Line Service. WT (or its licensors) own and hold all right, title and interest in and to the On-Line Service. Authorized User acquires only the limited right to use the On-Line Service granted pursuant to this Section 6. 

• Solely for the purpose of (i) enabling WT to offer the On-Line Service (either directly or through one or more of its vendors or subcontractors) and (ii) enabling WT and its vendors or subcontractors to test, debug, modify, develop and otherwise enhance the On-Line Service, Authorized User grants to WT and each of its vendors and subcontractors engaged in providing or supporting the On-Line Service, if any, a non-exclusive, royalty-free, worldwide license during the time that the On-Line Service is provided, to use any of Authorized User"s confidential or proprietary information that Authorized User provides through the On-Line Service (or Authorized User Credentials). WT will take, and will require each such vendor and subcontractor to take, all steps and measures as required under WT"s information security procedures to protect Authorized User"s confidential information.

7. Proprietary Rights in the Services

• The On-Line Service, together with the On-Line Information, is the property and confidential information of WT or its licensors or others that allow WT to distribute their information ("Information Providers") and contains confidential information that is protected by applicable intellectual property laws.

• Except as (i) expressly authorized herein, (ii) otherwise previously authorized by WT, or (iii) in accordance with the terms of the applicable underlying Transaction documentation, Authorized User may not reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, codify, disseminate, or commercially exploit such On-Line Information or the On-Line Service in any manner (including electronic, print or other media now known or hereafter developed) without the written consent of WT. Authorized User also agrees not to use On-Line Information or the On-Line Service for any unlawful purpose, and Authorized User shall comply with any reasonable request of WT or any Information Provider to protect their respective rights in the On-Line Information or the On-Line Service.

8. Links to Third Party Sites

As a convenience to Authorized User, WT may provide links to websites operated by entities other than WT ("Linked Sites"). The Linked Sites are not under the control of WT. If Authorized User uses a Linked Site, Authorized User will leave the Website. If Authorized User decides to visit any Linked Sites, Authorized User does so at its own risk and it is Authorized User"s responsibility to take all protective measures to guard against viruses or other destructive elements and understand the privacy policies of the Linked Sites. WT makes no warranty or representation regarding, and does not endorse, nor is responsible for, any Linked Site, the information appearing thereon or any of the products or services described thereon. Linked Sites may have a privacy policy different from that of WT and the Link Site may provide less security than the Website. Links to Linked Sites do not imply that WT sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any Linked Site is authorized to use any trademark, trade name, logo, symbol or copyright of WT.

9. Submissions to WT

WT will be able to utilize all Authorized User Information and any other information that Authorized User submits to WT through the On-Line Service for any purpose consistent with its obligations under the terms expressed herein.   To the extent necessary, for the above-stated purposes, Authorized User hereby grants a perpetual, worldwide, unlimited license to WT to use the information Authorized User submits for such purposes.

10. Internet and Email Communications

• Authorized User acknowledges that transmissions over the Internet are inherently insecure. While WT takes reasonable precautions, due to the nature of the service, WT cannot guarantee the privacy, security or authenticity of Authorized User's communications within or through the On-Line Service or the Website, and possible unintended results may occur, including delay, access to or interception of data by unauthorized third parties, tampering, and interruption, error in telecommunications media or damage to Authorized User's System Accordingly, Authorized User must assess whether the use of the On-Line Service or the Internet is adequately secure to meet Authorized User's particular needs, and Authorized User assumes all risk of disclosure and/or other Loss (as defined below) resulting from such use.

• Authorized User agrees that WT may, but is not required to, send to Authorized User via external email (e.g., Authorized_User@gmail.com) certain messages or alerts, some of which may contain personal information. Authorized User acknowledges that there are risks associated with sending a notice to an email address, including, because email (external) is not private or secure, unauthorized access to the notice and information it contains.Please refer to our Website Privacy Notice for UK and EU users) and Internet Privacy Notice (for non-UK or EU users) for more information about how we use your personal information.

• It is Authorized User"s responsibility to notify WT if Authorized User changes his/her Authorized User Information, including, but not limited to, his/her email (external) address (e.g., Authorized_User@gmail.com).

11. View Information

Through the On-Line Service, Authorized User can view On-Line Information. Authorized User understands and agrees that the On-Line Information is for reference purposes only. Authorized User understands and agrees that there may be delays, omissions, inaccuracies and other errors with respect to the On-Line Information, and Authorized User agrees that WT shall not be liable for any Loss (as defined below) in connection with (i) the (in)accuracy, (in)completeness, (un)timeliness, or (in)correct sequencing of the On-Line Information, (ii) any decision made or action taken, or omitted, by Authorized User or anyone else in reliance upon the On-Line Information, (iii) interruption of any access to, or the unavailability of, the On-Line Information, or (iv)  the unavailability of any data or information, including but not limited to the On-Line Information.

12. Recording of Communication

WT is entitled to monitor and/or record any communication, electronic or verbal, between Authorized User and WT or WT's representatives or agents, to the extent permitted by applicable law.

13. Reporting

WT may report or make available any Authorized User Information or any other information provided by Authorized User as required by applicable law or regulation, or to regulatory agencies, affiliates, vendors or other third parties concerning any Authorized User, a Transaction or this Agreement as WT reasonably believes is necessary or appropriate, in accordance with the Internet Privacy Notice and Website Privacy Notice.

14. Use for Illegal Activities Prohibited

Authorized User agrees not to use the Website or On-Line Service:

• in violation or attempted violation of any terms of this Agreement;

• in any manner that could damage, disable, interrupt, overburden, or impair the Website or On-Line Service, or interfere with any other party's use and enjoyment of the Website or On-Line Service;

• for any illegal activities or attempted illegal activities (Illegal activities include, but are not limited to, tampering with information databases and software, unauthorized entry to other networks or computers, trafficking in illegal products or substances, disobeying trade restrictions, violating civil rights laws, knowledgeable vandalism, destruction of online files, transmitting any unlawful, infringing, harmful, inappropriate, or otherwise objectionable material of any kind, that can cause harm or delay to the Website, the On-Line Service, its users, WT, or computers of any kind.);

• to misrepresent Authorized User"s identity in any way;

• in any manner that could violate or attempt to violate the security of the Website or On-Line Service. Any such violations may result in criminal and/or civil penalties against Authorized User. WT may investigate any suspected violation and, if a criminal violation is suspected, WT will cooperate with law enforcement agencies in their investigations);

• for any unsolicited advertising, solicitation, or promotional activities;

• to reverse engineer, disassemble or decompile any section or technology on the Website or On-Line Service;

• to launch or use any automated system, including without limitation "robots," "spiders" or "offline readers," that access the Website or On-Line Service in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser; or
• to transmit chain letters, unsolicited messages, "spamming" or "phishing" messages, or messages marketing or advertising goods and services.

Authorized User shall comply with all applicable laws, statutes, ordinances and regulations regarding Authorized User"s use of the Website and On-Line Service." In particular, if Authorized User is acting under the authority of a controller or of a processor and has access to personal data stored, hosted or transmitted via WT Connect, the Authorized User shall not process those data except on instructions from the controller, unless required to do so under applicable law. WT prohibits caching, unauthorized hypertext links to the Website, and the framing of any content. WT reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for the content available on any other websites linked to the Website.

15. Geographic Restraints

• The Website and On-Line Service may contain software and/or other technology that is subject to United States of America export controls and laws that regulate the distribution of certain materials and services originating in the United States. Authorized User agrees that it will comply with such export controls.

• The Website and On-Line Service is not intended for distribution to, or use by, any person in any jurisdiction or country where such distribution or use would be in violation of applicable law, including sanction-related laws of the U.S., contrary to local law or regulation, would subject WT to any liability or would not give effect to all of the provisions in this Agreement. Authorized User may not access or use the Website or On-Line Service where such access or use is illegal or prohibited or where such access or use would subject WT or its affiliates to any liability. For more information about sanction-related laws of the U.S., please refer to the United States Office of Foreign Assets Control (OFAC) Internet site and other United States government sites pertaining to sanctions and trade restrictions.

16. Warranties and Covenants of Authorized User/li>

Authorized User represents, warrants and covenants that as of the date hereof and on each subsequent day on which it uses the On-Line Service: (a) Authorized User has the power and authority to enter into this Agreement; (b) Authorized User shall comply with all applicable laws and regulations, including without limitation, applicable privacy laws and regulations regarding data collected or received by Authorized User (other than Authorized User"s own data) in connection with the On-Line Service; (c) it has the right and authority to submit Authorized User Information to WT as an Authorized User; (d) Authorized User's use of the On-Line Service shall be in accordance with its agreements in connection with a Transaction (whether any such agreement is with WT or another party); and (e) Authorized User shall report any unauthorized transaction or other instruction to WT by telephone as soon as possible after learning of such unauthorized transaction and provide a written report promptly.

17. Privacy

The Internet Privacy Notice and Website Privacy Notice, as updated from time to time in accordance with its terms, applies to the use of the On-Line Service. By agreeing to this Agreement and using the On-Line Service, Authorized User agrees to the terms of the Internet Privacy Notice. Notwithstanding the terms of the Internet Privacy Notice, (i) any Authorized User Information or any other information collected from any Authorized User through the On-Line Service will be used by WT for the sole purpose of providing the On-Line Service, and (ii) WT shall be entitled to share such Authorized User Information or other information in accordance with Section 13 above. 

18. Disclaimer of Warranties

• WT will have no duties or obligations to Authorized User in connection with the Website, the On-Line Service, or this Agreement, other than as expressly set forth in this Agreement.

• NOTHING IN THIS AGREEMENT, THE WEBSITE, OR THE ON-LINE SERVICE IS INTENDED, NOR SHOULD BE RELIED UPON, FOR PERSONAL, LEGAL, TAX OR FINANCIAL DECISIONS. AUTHORIZED USER SHOULD CONSULT HIS/HER OWN APPROPRIATE PROFESSIONAL FOR ANY SUCH ADVICE NEEDED.

• WT IS ONLY RESPONSIBLE FOR PERFORMING THE ON-LINE SERVICES AS EXPRESSLY STATED IN THIS AGREEMENT. THERE IS NO GUARANTEE THAT ACCESS TO THE ON-LINE SERVICE WILL BE AVAILABLE AT ALL TIMES AND WT SHALL NOT BE LIABLE IF USER IS UNABLE TO ACCESS THE ON-LINE SERVICE. THE ON-LINE SERVICE AND THE WEBSITE ARE PROVIDED BY WT "AS IS" AND "AS AVAILABLE". EXCEPT AS PROHIBITED BY LAW, WT MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE ON-LINE SERVICE OR THE WEBSITE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY PARTIES' PROPRIETARY RIGHTS.

WT SHALL NOT BE RESPONSIBLE FOR VERIFYING THE TRUTHFULNESS, ACCURACY OR CORRECTNESS OF ANY INFORMATION THAT IS MADE AVAILABLE VIA WT CONNECT. WT CONNECT HEREBY EXCLUDES LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW (WHETHER ARISING UNDER CONTRACT, TORT INCLUDING NEGLIGENCE, STATUTE OR OTHERWISE) IN CONNECTION WITH ANY ERRORS, OMISSIONS, MISREPRESENTATIONS OR STATEMENTS IN ANY INFORMATION MADE AVAILABLE VIA WT CONNECT.

19. Force Majeure

In no event will WT be liable to Authorized User for any Loss (as defined below), default, or delay in performance arising out of or related to this Agreement or the On-Line Services to the extent such Loss (as defined below) or the default or delay is caused by circumstances beyond our control, including civil disorders; wars; terrorism; lack of available resources from persons other than parties to this Agreement; epidemic, pandemic or notifiable diseases; labor disputes; electrical failures; denial of service attack; postal delays or strikes; virus or other malware; fires; floods; acts of God; federal, state or municipal actions, statutes, ordinances, or regulations.

20. Indemnity

Authorized User hereby releases and defends, indemnifies, and holds harmless WT and its directors, officers and employees from and against any and all claims, suits, liabilities, losses, expenses or other costs of any nature, including without limitation attorneys' fees and expenses, (whether under contract, tort including negligence, statute or otherwise) (together, "Loss") arising out of Authorized User"s breach of this Agreement, violation of applicable law or regulation, use or misuse of the Website or On-Line Service, or untrue or incorrect submission of any Authorized User Information or any other information to WT through the On-Line service, including such violation or misuses conducted by Authorized Use&39s employees, agents or other representatives, if applicable. This Section shall survive termination of this Agreement.

21. Limitation on Liability

• To the maximum extent permitted by applicable law, WT will not be liable for any Loss arising out of or in connection with this Agreement, the Website or the On-Line Service, except to the extent directly caused by WT's fraud or willful misconduct. WT will not be liable in any way for the termination, interruption or delay in the On-Line Service.

• TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO CASE SHALL WT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY LOSS OF PROFITS, USE, DATA, OR GOODWILL, OR INTERRUPTION OF BUSINESS, (IN EACH CASE, WHETHER DIRECT OR INDIRECT) NOR FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, WHETHER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE ON-LINE SERVICE OR THE WEBSITE, AUTHORIZED USER"S RELIANCE ON, USE OF OR INABILITY TO USE THE WEBSITE OR ON-LINE SERVICE OR ANY ERROR, OMISSION, INTERRUPTION OR DELAY IN OPERATION, OR ANY COMPUTER VIRUS OS SYSTEM FAILURE, REGARDLESS OF WHETHER SUCH CLAIM ARISES UNDER ANY THEORY OF TORT INCLUDING NEGLIGENCE, CONTRACT, BREACH OF STATUTORY DUTY OR OTHERWISE AND REGARDLESS OF WHETHER WT OR OTHERS ARE ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

• Except to the extent otherwise provided under the terms of this Agreement or applicable law, Authorized User agrees and acknowledges that: (i) Authorized User is personally responsible for its conduct while using, and Authorized User"s use of, the On-Line Service, as well as for the conduct of, and use of On-Line Service by, anyone Authorized User authorizes to use the On-Line Service or to whom Authorized User gives access to its Authorized User Credentials; and (ii) Authorized User agrees to defend, indemnify and hold WT, its directors, officers, employees and agents harmless from all Loss arising out of or in any way connected with such use or conduct.

22. Fees and Expenses

WT does not charge Authorized User any fees for the On-Line Service. Authorized User agrees to pay any and all costs that WT may incur in enforcing the terms of this Agreement (including reasonable attorney"s fees and disbursements).

23. Assignment

WT may assign its rights and delegate its duties under this Agreement to any of its affiliates or any other party. Authorized User shall not assign this Agreement or its rights hereunder, voluntarily or involuntarily, by operation of law (e.g., a merger) or in any other manner, without WT"s prior written consent. Any purported assignment in violation of this Section is null and void. This Agreement shall be binding on Authorized User and Authorized User's successors and assigns and shall inure to WT"s benefit and the benefit of WT"s successors and assigns.

24. Notice and Change of Address

Any notice WT sends to Authorized User concerning this Agreement or the On-Line Service may be sent: (i) to the most recent email address the Authorized User provided to WT in connection with the On-Line Service; or (ii) to Authorized User"s current mailing address shown in WT"s records. If Authorized User"s mailing or email address changes, Authorized User must promptly notify WT in writing of the new address.

25. Suspension and Termination

Notwithstanding any provision of the Agreement to the contrary, WT may, at any time, modify, suspend or terminate Authorized User"s access to the Website and On-Line Service, or any part thereof, immediately and without prior notice or liability.  WT may also impose limits on certain features and services or restrict Authorized User"s access to parts or all of the Website or On-Line Service without notice or liability. WT may, at any time, discontinue providing the Website and On-Line Service, or any part thereof, with or without notice.

26. Changes to Agreement

WT may, at any time, change the terms and conditions in this Agreement by providing Authorized User with written notice of such changes or updated Agreement. The terms and conditions in this Agreement may not otherwise by changed by Authorized User.  

27. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the State of Delaware, without regard to its principles of conflict of laws and, to the extent required, by Federal law. The parties consent to the jurisdiction of any state or Federal court in the State of Delaware, and any appellate court therefrom. THE PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY. 

28. General

This Agreement constitutes the entire agreement between Authorized User and WT relating to Authorized User"s access to and use of the Website and On-Line Service and supersedes any prior agreements, oral or written, or other communications between Authorized User and WT related to the Website or On-Line Service, including in any marketing or other similar materials. WT"s failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on WT"s part to exercise any power or right given to WT in this Agreement, or a continued course of such conduct on WT's part, shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other future exercise. All rights and remedies given to WT in this Agreement are cumulative and not exclusive of any other rights or remedies which WT otherwise has at law or equity. Any rights not otherwise expressly granted by this Agreement are reserved by WT. Captions are for convenience only. If any part of this Agreement is determined by a court of competent jurisdiction or applicable regulatory agency to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.  The provisions of this Agreement which expressly or by implication are intended to survive its termination will survive and continue to bind both Authorized User and WT. Authorized User agrees that a copy of this Agreement and/or evidence that Authorized User entered into this Agreement online, kept in the normal course of WT"s business, may be entered in evidence as an original and true copy of this Agreement. The following Sections survive termination of this Agreement: 7, 9, 13, 18, 20, 21, 27 and 28.