2. THE PARTIES: I agree that this ESA is between me and Wells Fargo, its present and future subsidiaries, and affiliates, and states the terms and conditions regarding my use of any electronic services and any information offered by Wells Fargo on this website (including Wells Fargo Advantage Funds, Wells Fargo Investments, and Wells Fargo Online Banking) or by any other third-party providers (including the use of any services and information to enter transactions in my brokerage account or to otherwise manage my investments) (collectively "Electronic Services") now and hereafter offered. I declare that I am of legal age of majority in the State of my residency and am competent to agree to this ESA. This ESA supplements the terms and conditions contained in my other account agreements with Wells Fargo. If there is any conflict between other Wells Fargo account agreements and this ESA, this ESA will control as to my use of the Electronic Services. I agree that any third party provider is a beneficiary of the terms of this ESA and shall be entitled to the benefit of all the protections, waivers, releases, disclaimers and rights of Wells Fargo under this ESA.
3. SCOPE OF SERVICES: I agree that Electronic Services includes: any interactive product or service offered by Wells Fargo and/or which allows me to communicate with Wells Fargo; any information or quotations obtained from Wells Fargo; and all transactions with Wells Fargo through the use of electronic data communications (including electronic data communications transmitted by me through the use of personal, home or business computers connected by a modem or other device). I agree that this ESA also governs my use of automated touch-tone telephone services through which I can obtain account information and quotations from Wells Fargo and the services of any third-party providers offered in conjunction with any Electronic Services. I agree that Wells Fargo or any third-party provider may modify, add to, rename or discontinue the Electronic Services, software, market data and other information offered pursuant to this ESA without prior notice to me or affecting my rights or obligations under this ESA.
4. NON-PROFESSIONAL USE LICENSE/RESTRICTED USE: With respect to those Electronic Services for which software (the "Software") has been provided to you through this Web site, I agree that I have a non-exclusive, non-transferable, personal license during the term of this ESA to receive and use the Software provided herewith solely in conjunction with my personal, non-professional use of the Electronic Services in accordance with the terms of this ESA and any third-party provider agreement which is part of the website. I agree that third-party service providers available through this website have exclusive proprietary rights in the Software, information provided by and the systems used in connection with the Electronic Services, and that I will observe any restrictions on use of such third-party providers. In the event Wells Fargo or any third-party provider/licensor reasonably believes I am using any Electronic Services or the Software in violation of this ESA or any other agreement with me, Wells Fargo and/or its third-party provider/licensor shall have the right to suspend or terminate my access to the Electronic Services without prior notice to me, and obtain any other court protection with respect to my use of such items. I agree that I may use the Software only in conjunction with my personal, non-professional use of the Electronic Services, and I shall not redistribute, transfer, modify, compile, de-compile, disassemble, reverse engineer, or make any derivative work from the Electronic Services, the Software or any market data or information received from Wells Fargo or any third-party provider. I agree to use the Electronic Services, the Software and the information received from Wells Fargo or any third-party provider only for my personal, non-professional use, and I agree not to permit any other party to view or access the Software or the Electronic Services (including any information, data or messages available on the website) without prior written consent of Wells Fargo).
5. SECURITY: I agree that I will be the only authorized user of the Electronic Services and Software for all my account(s). I agree to be fully responsible for and protect the confidentiality and use of my user names and passwords and access to the Electronic Services. I agree that I will be fully and solely responsible for all activities which arise from the use of my user names or passwords by any party (except as provided for in paragraph 6 below) including which arise from my authorization to link my account(s). Lastly, I agree that you may tape record conversations with me (whether in person or by telephone) for purposes of verification, and you may monitor my Web site activity for usage and archiving of data, in each case without further notice to me or my further consent.
6. PASSWORDS: You will be given a password that will give you access to your eligible accounts both through the online account access service and our touch-tone telephone service. This password can be changed within the online account access service or by calling our touch-tone telephone service. If you choose to use a word or words as your password instead of numbers, you will need to use the letters that appear on the telephone keys to spell out your password when using the touch-tone telephone service. We recommend that you change your password regularly. We are entitled to act on instructions received under your password. For security purposes, it is recommended that you memorize the password and do not write it down. You are responsible for keeping your password and eligible account information confidential. If you believe that your password may have been lost or stolen, or that someone has transferred or may transfer money from your account without your permission, or if you suspect any fraudulent activity on your account, notify Wells Fargo Online Customer Service at 1-800-956-4442 anytime, 24 hours a day, 7 days a week, or write to Wells Fargo Bank, P.O. Box 4132, Concord, CA 94518-4917.
7. NOTIFICATION OF ORDER ERROR/UNAUTHORIZED USE: I agree that I will immediately notify in writing Wells Fargo, if:
a. I have received confirmation of an order or other transaction or activity which I did not place or initiate, or any conflicting or unusual reports of activity regarding my account; or
b. I suspect any unauthorized use of my user name(s), password(s) or any product or service related to my accounts or the Electronic Services.
If I fail to notify Wells Fargo immediately upon the occurrence of any of the above events ("Unauthorized Use"), I agree that Wells Fargo and any third-party providers will not have any responsibility or liability to me (or to any other party whose claim may arise through me) for any claims relating to such Unauthorized Use or the mishandling, delay or loss of any order described above or otherwise arising ("Order Error") and related damages to me unless solely caused by the willful misconduct or gross negligence of Wells Fargo or such third-party provider.
If Wells Fargo or any third-party provider is adjudicated to be liable to me arising out of any Unauthorized Use or with respect to any Order Error, such liability shall be several (and not joint) and shall be limited to an amount equal to the verifiable loss incurred directly and solely due to the action or omission during the five business days after the date on which I first became aware of the suspected Unauthorized Use or Order Error ("Permitted Loss Claim"). Except for the amount of any Permitted Loss Claims, I agree that Wells Fargo and any third-party provider (and any of their officers, directors, employees, agents or affiliates) will not have any other liability to me (or to any other party whose claims may arise through me) for any other amounts however arising including consequential, incidental, special or indirect damages, even if Wells Fargo or such third-party provider has been advised of the possibility of such other damages; and I waive and release Wells Fargo and such other parties from all such other claims. I agree that Wells Fargo is not responsible for notifying me if any order is inconsistent with any federal or state tax laws, or otherwise appears in error for any reason.
8. INDEMNIFICATION: I agree that Wells Fargo and any third-party provider acting on behalf of Wells Fargo in providing services to me hereunder will have no liability to me with respect to any actual or attempted transaction, communication or usage of the Electronic Services by me which is not in accordance with this ESA or my other agreements with Wells Fargo or such third-party provider, and I will indemnify Wells Fargo and any third-party provider from any third-party claim related to any such non-conforming transaction or related transactions.
9. TERMINATION OF/RESTRICTIONS ON TRADING AND SERVICE ACCESS/SERVICE DISRUPTIONS: I agree that Wells Fargo reserves the right, in its sole discretion, to suspend, restrict or terminate my access to any or all of the Electronic Services or trading in my account for any reason and without prior notice to me. I agree not to hold Wells Fargo or any third-party provider responsible or liable for any cessation, disruptions, delays, loss or alteration in my access to, use of or in any transactions undertaken by me using the Electronic Services due to any telephone network, computer network, power system or other system problems beyond the control of Wells Fargo or such third-party providers (including for any suspected viruses, worms or other device disabling events); periodic or extraordinary system maintenance or system upgrades; or any other event or circumstance beyond the control of Wells Fargo or any third-party provider including fire, natural disaster, accident, equipment or communication systems malfunctions, and the like (collectively "Extraordinary Events"). I agree that Wells Fargo and any third-party service provider are not responsible for providing me with any notice regarding such Extraordinary Events or expend any unusual resources to restore or maintain the Electronic Services during the existence of such Extraordinary Events.
10. USE OF AND LIMITATIONS ON THIRD PARTY PROVIDER INFORMATION/INFORMATION SHARING: I agree that the market data, news and other information provided to me through Electronic Services (directly by Wells Fargo or indirectly through a third-party information provider) is for my personal, non-professional use only, and subject to the limitations contained in this ESA (including Section 4 above). I agree that the data and information provided to me by Wells Fargo from any third-party providers are obtained from sources believed to be reliable, and are provided solely on a best efforts basis for my convenience. I agree that no guarantees, representations or warranties are made by Wells Fargo or any third-party provider as to the accuracy, completeness, timeliness or correct sequencing of any such data and information. I agree that while access to investment recommendations, advice, opinions and evaluations may be available to me through the Electronic Services ("Investment Advice"), the Investment Advice is not developed or endorsed by Wells Fargo, nor does my access to such Investment Advice constitute any recommendations or solicitation to purchase or sell any security by Wells Fargo or any third-party provider under any circumstances. I agree not to hold Wells Fargo or any third-party providers liable for any investment decision I may make based upon my reliance on or use of any data, information or statements contained in the Electronic Services. I agree Wells Fargo has no obligation to test or verify any market data or information provided by any third-party provider. If required by any third-party provider to provide Electronic Services under this Agreement, I agree Wells Fargo may share information regarding my identity and my usage of the Electronic Services, Software, market data and other information to the extent required by them without further notice to me.
11. NO WARRANTIES/LIMITATIONS OF LIABILITY: I AGREE THAT WELLS FARGO, ITS AGENTS, AND ANY THIRD-PARTY PROVIDER MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION, CONTENT OR DELIVERY OF THE ELECTRONIC SERVICES OR THE SOFTWARE, OR AS TO THE TIMELINESS, COMPLETENESS, ACCURACY, PROPER SEQUENCING, SUITABILITY OR DISPLAY OF THE MARKET DATA AND INFORMATION PROVIDED AS PART OF THE ELECTRONIC SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, OR FITNESS FOR A PARTICULAR PURPOSE. I FURTHER AGREE THAT THE SOLE LIABILITY OF WELLS FARGO, AND ANY THIRD-PARTY PROVIDERS INVOLVED IN THE PROVISION OF THE ELECTRONIC SERVICES, THE SOFTWARE OR ANY ORDER PROCESSING TO ME FOR ANY CLAIMS ARISING OUT OF ANY ERRORS, INCOMPLETENESS OR INSUFFICIENCY IN SUCH SERVICES, MARKET DATA OR INFORMATION PROVIDED SHALL BE TO FURNISH THE CORRECT REPORT, ORDER OR DATA AS SOON AS PRACTICABLE AFTER WRITTEN NOTICE FROM ME TO WELLS FARGO (REGARDLESS OF THE FORM OF SUCH CLAIM, E.G., CONTACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE). I AGREE THAT IN NO EVENT WILL WELLS FARGO OR ANY THIRD-PARTY PROVIDERS (OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES) BE LIABLE TO ME FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (WHETHER OR NOT REASONABLY FORESEEABLE, AND EVEN IF I HAVE ADVISED THEM OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM MY UTILIZING THE ELECTRONIC SERVICES OR RELYING ON ANY MARKET DATA OR INFORMATION PROVIDED BY THE ELECTRONIC SERVICES (INCLUDING ANY DELAY, ERROR, INCOMPLETENESS, OR TIMELINESS OF ANY DATA OR INFORMATION PROVIDED TO ME) OR THE ENTERING AND PROCESSING OF MY ORDERS VIA THE ELECTRONIC SERVICES.
12. AGREEMENT AMENDMENTS/CONFLICTING TERMS: I agree that Wells Fargo may change the terms and conditions of this ESA, in whole or in part, upon notice to me by a display or notice viewable upon my access to the Electronic Services; and that my continued use of the Electronic Services will evidence my consent to such changes. I agree that no provision of this agreement may be waived, amended or supplemented in any other manner. I further agree to use any additional services offered by Wells Fargo in conjunction with the Electronic Services subject to this ESA. In the event the terms of this ESA conflicts with any third-party agreement provided within this website (including any subscriber agreements provided by NYSE, NASDAQ or OPRA), I agree the terms of the third-party agreement shall control as to services, software, and information provided to me by such third party.
13. ENTIRE AGREEMENT: I agree this ESA contains the entire agreement between Wells Fargo and me with respect to the matters covered in the ESA, and supersedes all prior agreements and contemporaneous communications (whether oral, written or electronic). I agree that if any provision of this agreement is held to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination shall not affect the validity of the remaining provisions of this agreement. I further agree the validity, interpretation and enforceability of this ESA agreement will be governed by the laws of the State of Wisconsin (regardless of Wisconsin's choice of law rules).