Online Banking

Service Agreement and Disclosure

Service Agreement and Disclosure

This Service Agreement ("Agreement") is between KeyBank National Association (herein called "we" or "us" or "our") in our capacity as the operator of our Internet website ("Website") and our Internet customers who subscribe to this Service. Our customers who access and use the Services are referred to in this Agreement as "you" or "your" regardless of number or gender. When you enrolled in this Service on our Website, such action constitutes your written signature to and approval of, and intent to be bound by, this Agreement and all future amendments hereto.

1. DESCRIPTION OF SERVICES

The financial services (the "Services") covered by this Agreement include one or more of the following:

(a) Only for deposit customers of KeyBank:

(b) Only for customers of KeyBank enrolled in the KeyBank Rewardsᆴ Program:

(c) Only customers of Key Investment Services, LLC ("KIS")may access the Services below, but may not have use of the services above, unless you have a customer relationship with KeyBank:

(d) Only for customers of KeyBank enrolled in the pilot HelloWalletᆴ Program(the "HelloWallet Pilotヤ):

(e) Credit Card customers may have access to the services outlined in subsections (a) and (b) above, depending on the nature of their relationship with KeyBank and/or KBCM. Only Credit Card customers of KeyBank may access the services below:

(e) All new online features and functions to our Website added by us will be subject to this Agreement, as amended from time to time.

2. AGREEMENTS AND DISCLOSURES

This Agreement supplements and modifies your deposit account agreements with us (the "Deposit Agreements") and incorporates by reference our Rules and Regulations for KeyBank World Wide Website (the "User Agreement"), the KeyBank Rewardsᆴ Program Terms and Conditions (the モRewards Agreementヤ), and the Cardmember Agreement and accompanying Rates and Fees Table and the Additional Terms of Your Cardmember Agreement, as applicable for Credit Card customers (the モCardmember Agreementヤ). If there is any conflict between any term of any Deposit Agreement or our User Agreement posted on our Website, the Rewards Agreement, or the Cardmember Agreement and this Agreement, this Agreement shall control. Certain defined terms used herein are defined in other agreements referenced herein. If you are a deposit customer of KeyBank, you may have additional rights and duties under our "EFT Disclosure Statement", which is collectively our Electronic Funds Transfer Disclosure Statement or our Disclosure Statement and Terms and Conditions for Electronic Funds Transfer Transaction that was delivered to you when you opened your deposit account with us.

3. ACTIVATED ACCOUNTS

If your relationship on any account with us is acceptable to us, your deposit accounts, credit accounts and investment accounts will be available for your access by this Service ("Activated Accounts"). Activated Accounts may include: checking accounts, savings accounts, certificates of deposit, retirement (bank deposit) accounts, credit accounts, investment accounts, trust accounts, and other financial account types that may be available at a later date - you will be notified when this occurs.

4. ENROLLMENT

To activate the Service, you must first follow our enrollment procedures, using your debit card or following our other procedures for customer verification, authentication and security. You must have a valid Social Security number or federal tax identification number listed on each Activated Account. After enrollment, you may sign on with your UserID and Password to access and use each of the permitted Services.

5. USER ID; PASSWORD

You will need a user identification name selected by you ("User ID") and an authorized personal identification number or code (the "Password") to use the Services. You agree to use your best efforts to keep your User ID and Password confidential at all times and to prevent any disclosure of your User ID and Password to any other person or entity. To help safeguard your security, you should change your Password frequently. If you forget your Password, you must contact us online. You assume all responsibilities for and all risks of loss from your providing personal information, including your user ID and PIN, to any third party website that spoofs or otherwise imitates the Key website, or by linking to third party websites from unauthorized Email, and you hereby release us from all liabilities and obligations in connection with such actions by you.

6. ONLINE BILL PAY SERVICE AT KEYBANK

When you enroll in the Online Banking Service, you will be automatically enrolled in Online Bill Pay, our bill payment service. Online Bill Pay allows you to make payments in United States Dollars from your selected checking account (a "Payment Account"). You can only make payments to Payees with U.S.A. addresses. A "Payee" is a person or business you are paying. When using Online Bill Pay, you must send your payment instructions to us at least four (4) business days before the Due Date for payments sent by check and two (2) business days for payments sent electronically before the Due Date. The "Due Date" is the date specified by the Payee's bill or invoice for payment. It is your responsibility to schedule your payments in such a manner that payments are delivered on time. Recurring payments must be the same amount each time. Any payment request you designate for a weekend or holiday will be made on the next business day. You may change or cancel any requested payment you have scheduled in advance in accordance with this Agreement if you send your change or cancellation instructions via your Internet access equipment to us before the Cutoff Time on the Payment Transmittal Date for the applicable payment. Your changes or cancellations will not be accepted or processed by us after the applicable Cutoff Time. Cancellation of a requested payment is not a stop payment order, and there is no service charge for your change or cancellation. When you send us a payment instruction, you authorize us to charge your Payment Account accordingly. In our discretion, we may decide to process the payment as a service to you even if there are insufficient funds in your Payment Account. Normal overdraft fees may apply. Notwithstanding any provision of this Agreement, KeyBank reserves the right to refuse to honor and pay any payment request. We are not responsible for any disputes, claims, or defenses you may have with any Payee. KeyBank reserves the right through Online Bill Pay to select the method by which to remit funds on your behalf to your Payees. You may make more than one payment a day to a single Payee, but no single payment may exceed $25,000. You agree to notify us promptly if you receive notice from a Payee that a payment request you made to that Payee through our Service remains unpaid.

Subject to the terms of this Agreement, we promise to deliver Bill Pay payments to your Payees in a timely manner according to your properly entered instructions. In the event a Payee updates your account information in its records and you do not update your Payee account information in Online Banking, KeyBank may process your payment. You acknowledge and agree that the account information as updated by the Payee may appear in the record of your payment in Online Banking and may differ from the Payee information entered by you. It is your sole responsibility to add your Payees and to ensure Payee information is accurate and up to date. KeyBank is not responsible for any Payee information entered incorrectly. As long as you give us timely notice within sixty (60) days after the date of the statement on which the error first appears in your Payment Account in accordance with the error resolution procedures in the Agreement or described in the EFT Disclosure Statement applicable to consumer electronic funds transfer transactions, we will reimburse you for the service charges that you have incurred from a Payee due to our failure to comply with any Bill Pay payment instruction that you entered and we confirmed in accordance with this Agreement. This commitment does not cover delays or losses of payments by the U.S. Postal Service or any other common carrier, tax payments, court ordered payments, or any payment request not honored by KeyBank.

A. EBILLS

This feature enables you to receive bills from your Payees electronically through the Online Banking Service. By activating the eBill feature, you can receive presentment of electronic bills (モeBillsヤ) from your Payees who offer electronic billing and are set up by you for eBills in Online Banking. If you elect to activate the eBill feature, you agree to the following:

Activation - Upon activation of the eBill feature you authorize notification to the Payee of your request to receive electronic billing information. The presentment of your first eBill may vary from Payee to Payee and may take up to sixty (60) days, depending on the billing cycle of each Payee. Additionally, the ability to receive a paper copy of your bills is at the sole discretion of the Payee. While your eBill feature is being activated it is your responsibility to keep your accounts current. Each electronic Payee reserves the right to accept or deny your request to receive electronic bills.

Information provided to the Payee - The eBill Service is unable to update or change your personal information with the electronic Payee such as, but not limited to, name, address, phone numbers and Email addresses. Any changes will need to be made by you, by contacting the Payee directly. It is your sole responsibility to provide accurate contact information to each of your Payees. Additionally it is your responsibility to maintain all user IDs and passwords for all electronic Payee sites. You may be required to provide your user ID, password, security questions, or other security procedures for access to a Payee website in order for you to receive eBills for a particular Payee, and if required, you authorize this information to be used in the Service as described in this paragraph. You also agree not to use someone else's information to gain unauthorized access to another person's bill. Also as part of the enrollment process, you may be required to accept the terms and conditions applicable to electronic billing for a particular Payee, either on your own behalf or as the authorized representative of your business, and you agree that your acceptance of the Payeeメs terms and conditions, online agreement or other disclosure is authorized and binding on you as set forth in paragraph 14.

Non-Delivery of electronic bills - You agree to hold KeyBank harmless should the Payee fail to deliver your bills. It is your sole responsibility to contact your Payees directly if you do not receive any bill. You are responsible for ensuring timely payment of all bills. Copies of previously delivered bills must be requested from the Payee directly.

Accuracy and dispute of electronic bill ヨ KeyBank is not responsible for the accuracy of your electronic bills. The eBill feature will only present the information received from the Payee. Any discrepancies or disputes regarding the accuracy of your electronic bill summary or detail must be addressed with the Payee directly.

Notification -KeyBank will not provide any notice of your electronic bills other than such notice as appears within Online Bill Pay. Notification from Payees to KeyBank may vary from Payee to Payee. It is your responsibility to periodically logon to Online Banking to check on the delivery of new electronic bills. You are responsible for ensuring timely payment of all bills.

Cancellation of electronic bill notification - The electronic Payee reserves the right to cancel the presentment of electronic bills at any time. You may cancel eBill presentment at any time. The time frame for cancellation of your electronic bill presentment may vary from Payee to Payee. It may take up to sixty (60) days, depending on the billing cycle of each Payee. By indicating within the eBill feature that you wish to cancel eBills, you authorize notification to your electronic Payee(s) as to the change in status of your account. It is your sole responsibility to make arrangements for an alternative form of bill delivery. KeyBank will not be responsible for presenting any electronic bills that are already in process at the time of cancellation.

This Agreement and your use of eBills do not alter your liability or obligations that currently exist between you and your Payees. You are solely responsible for paying your bills on time regardless of whether you use eBills.

B. EXPEDITED PAYMENTS

This feature will allow you to make expedited payments using the funds in your Payment Account to Payees located in the United States for a fee as set forth below (モExpedited Paymentsヤ). Expedited Payments may be delivered to the Payee electronically or via paper check. Expedited Payments by check will not be delivered to post office box addresses or to locations in Alaska, Hawaii, or any foreign or U.S. territory outside of the contiguous forty-eight states and the District of Columbia. It is your sole responsibility to enter and verify any address for Expedited Payment by check to ensure it is correct and is specified as a valid overnight package address by your Payee. Expedited Payments are processed when they are received, provided they are scheduled during the hours when the Service is available. Expedited Payments may only be scheduled from 4 a.m. to 7 p.m. ET, Monday through Friday. Expedited paper check payments may be delivered next day but time of delivery may depend on the time of day that the transaction is scheduled by you. Next day delivery is not guaranteed. The fee charged for the Expedited Payments service is $9.95.

You agree that you will pay all fees and charges in connection with your use of the Expedited Payments feature through Online Banking. You agree that delivery of Expedited Payments is subject to circumstances outside KeyBankメs control which may delay or make delivery impossible, and that KeyBank will not be liable for such circumstances.

7. KEYBANK REWARDSᆴ PROGRAM

If you are an existing KeyBank Rewards Program (モRewards Programヤ) member, when you enroll in the Online Banking Service, you will automatically be able to view your total available Rewards Points balance across all of your Eligible Products, as well as for each individual Eligible Product enrolled in the Rewards Program. You will also automatically receive Shopping Deals, a type of Bonus Offer. You will be able to view, and accept, applicable Bonus Offers displayed within your Transaction History or by clicking on the モShopping Dealsヤ button, subject to the terms and conditions of each such Bonus Offer. The Shopping Deals displayed in your Transaction History and available in Online Banking are related to a specific Account and associated debit or credit card. Shopping Deals require the use of the card(s) associated with the Account that presents each such offer. If you have multiple Rewards Program credit or debit cards, please review the terms and conditions for each Bonus Offer in Online Banking or on the Rewards Program Website for further detail regarding Bonus Offers related to the associated Account(s) and card(s).

To no longer view Shopping Deals within your Transaction History in Online Banking, you may do so by changing your Shopping Deals settings within Online Banking to モTurn Shopping Deals Off.ヤ You may only cancel the display of Bonus Offers and Shopping Deals in Online Banking.

8. RESTRICTIONS ON SERVICE

The Service is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to applicable law or regulation. KeyBank may restrict the availability of the Website and the Service in any jurisdiction or country where such use would be contrary to U.S. law or regulation, or which is identified as presenting a high risk of fraud. Please call 1-800-KEY2YOU, or TTY/TDD at 800-539-8336, for the current list of countries where transactions are restricted.

9. ONLINE INVESTING SERVICE

When you enroll you may access your Investments accounts, subject to your "Key Investment Services Service Agreement and Disclosure" which is incorporated herein and made a part of this Agreement and shall apply to your use of the Services to the extent you are a KIS client.

10. DOMESTIC WIRE TRANSFER SERVICE AT KEYBANK

If we permit you to transfer funds via the electronic wire transfer function, all wire transfers are subject to our "Terms and Conditions - Internet Wire Transfer Service".

11. ONLINE STATEMENT DELIVERY SERVICE AT KEYBANK

When you enroll in online delivery of deposit, loan, line of credit, credit card and investment account statements for your Activated Accounts, you will receive these official account statements online, together with an Email alert notice advising you when the statement is available for viewing, subject to our "Online Statement and Document Delivery Service Agreement".

12. EMAIL SERVICE

Unencrypted Email is not secure. You should not rely on Email if you need to communicate with us immediately; for example, if you need to stop payment on a check, to report a lost or stolen card, or an unauthorized transaction. You should not use Email, or reply to any Email, to send us your personal or any confidential information. We will not take action based on your Email request until we actually receive your message and have a reasonable opportunity to act. You agree to update your Email address on our records to maintain at all times a valid and active Email address at another Internet service provider. If you use any online banking function that requires us to send you Email, we may charge you a fee if our electronic communication to you is returned due to an invalid Email address and we resend this communication in writing to your postal mail address.

Email Alert - KeyBank, through the website may at our option send one or more Email alerts on transactions or other activities pertaining to your Accounts visible through the Online Banking service ("Bank-Initiated Alerts"). In addition, upon sign on to the application, you may select to receive specific Email alerts for specific accounts for delivery to your Email address on record with KeyBank ("Customer-Initiated Alerts"). Both Bank-Initiated Alerts and Customer-Initiated Alerts are Emails covered by this section. This Email alert service shall not modify any right or obligation that you or we may have under applicable law or any agreement with KeyBank. By using the Online Banking Service and selecting specific Email alerts, you acknowledge and agree we shall have no liability if any other person accesses, views, uses or discloses your Email notification content as all Emails are sent via unencrypted means through an unsecured internet. You understand and agree that delivery of Email notification is not guaranteed and may be subject to delay or non-receipt due to reasons that are not under KeyBank's control. You also agree that KeyBank is not responsible for any action not taken by you due to an alert or transaction triggering an alert. Any fees associated to receipt of these alert notifications that are applied by your internet service provider are your sole responsibility. Alert notifications will never include full account information, UserIDs, or passwords. Some information regarding balances and transactions may be included. You hereby consent to KeyBank's delivery of these alerts to the Email address on its records, and you acknowledge that anyone with access to your personal Email account may be able to access this information. This means that a person who is able to access your Email will be able to see information relating to your bank account contained in the alert. This service is provided for informational use only and should not replace your normal banking habits or processes. KeyBank may stop the alert notifications at any time, or may begin to charge a fee as determined.

13. YOUR RIGHT TO RECEIVE DOCUMENTATION OF TRANSACTIONS

Transactions made in your Activated Accounts by your use of the Services will appear on our official account statements you will receive for your Activated Accounts. Statement information, transaction information, and available balance that you view through this Service are in real time for checking, savings and certificate of deposit accounts. All other account balances are effective as otherwise indicated. Your actual available balance may be lower than your current balance. The online statement displayed is for information purposes only and is not equivalent to the official statement information on our records. Our official statement records will control if there is any conflict with information displayed on your Internet screen.

14. UNSECURED CREDIT CARD ACCOUNT STATEMENT

If you have a KeyBank unsecured credit card account ("Credit Card") and access daily transaction information, you acknowledge that KeyBank receives information from a third party vendor and is not liable for delays in providing updated information. Transaction information will not include transactions that have not yet posted to your Credit Card account. This electronic record is for informational purposes only and does not satisfy the requirements of the federal Truth-in-Lending Act nor does it replace your monthly statement. Your monthly statement contains detailed payment information. This electronic record does not include information about your Cash Advance Credit Line on your Credit Card account. Only a portion of your Credit Line may be available for cash transactions; consult your monthly statement for details.

15. AUTHORIZATION FOR COMMERCIAL ACCOUNTS AND LOAN PAYMENTS/DISBURSEMENTS

If you have a commercial loan or line of credit from KeyBank (a "Commercial Credit Account"), you hereby authorize us to accept your electronic instructions from time to time pursuant to this online Service in order to (a) disburse loan advances under your Commercial Credit Account as a credit to any designated deposit account with us and (b) transfer funds from your designated deposit account with us as a payment on your Commercial Credit Account. This Commercial Credit Account and any designated deposit account shall be considered an Activated Account under this Agreement. You represent and warrant to us that you are the owner of all such deposit accounts and are authorized to withdraw funds from such accounts and to take draws from the Commercial Credit Accounts. You agree that you shall be liable for all sums transferred pursuant to this Authorization and that all transfers will also be subject to the terms of the Promissory Note(s) evidencing the Commercial Credit Account(s). You agree that we are not obligated to honor your electronic instructions on our Website in connection with this Authorization if you fail to maintain adequate funds to cover requested payment transfers, and we shall not be liable for dishonor of checks or other items presented against our deposit account due to insufficient funds caused by following your electronic instructions hereunder. You agree that use of your User ID and related Password represent commercially reasonable security procedures, which you and we agree upon, for purposes of your providing electronic instructions for loan advances and loan payments from and to your Commercial Credit Account.

You also agree that as to any Activated Account that is used for business or commercial activity and all Commercial Credit Accounts, you have been authorized by the appropriate action of the business to initiate transactions in the accounts and to act on behalf of the business, including, without limitation, to enroll in the eBill feature of the Services and to accept all agreements, disclosures, terms and conditions of any Payee on behalf of the business or on your own behalf. KeyBank may rely on this authorization until you notify KeyBank in writing that such authority has been withdrawn.

This Section 14 constitutes your authorization for us to follow your instructions (the Authorizationヤ). You hereby release us and agree to defend and indemnify us from any and all claims, costs and damages which may arise out of any actions taken by us in relying upon and/or complying (or attempting to comply) with your electronic payment or disbursement instructions under this Authorization in making any transfer of funds pursuant to this Authorization, and taking any action or following any instructions under this paragraph.

16. HELLOWALLET PILOT PROGRAM.

HelloWallet is a financial information service that allows you to aggregate your personal financial information and assists you in reviewing, managing, and tracking your personal finances. If you are eligible for the HelloWallet Pilot program and elect to enroll, you may review your financial wellness score (the "Wellness Score") which is provided solely by HelloWallet, subject to your acceptance of the HelloWallet Terms of Use (the "HelloWallet Terms"), which are incorporated herein by reference. If there is any conflict between any term of this Agreement and the HelloWallet Terms, solely with respect to your enrollment in or use of HelloWallet, the HelloWallet Terms shall control. The HelloWallet Pilot is available at no cost as long as enrollment is completed through KeyBankメs Online Banking service.

Your Wellness Score is based on the account and other financial information you provide to HelloWallet. Your Wellness Score is only a prediction and the accuracy of the information displayed is based entirely on the extent to which you have provided your financial information to HelloWallet. You understand and agree that you are solely responsible for the accuracy of the data you supply to HelloWallet and any resulting Wellness Score. You understand and agree that your Wellness Score is displayed in the Online Banking Service as a convenience to you, and does not in any way constitute an evaluation by us of your finances. You understand and agree that your Wellness Score as displayed in the Online Banking Service may differ from the Wellness Score displayed on HelloWalletメs website, and the Wellness Score on the HelloWallet website should be considered the most accurate.You understand and agree that your Wellness Score, and any financial insights or other information shared on the Online Banking Service are presented for informational purposes only and should not be construed as individual tax or financial advice. KeyBank does not provide legal advice, and nothing herein shall be construed as such.

You further understand and agree that the HelloWallet Pilot will provide access to third party sites which will allow such sites to retrieve your account information from different companies to display them together. By enrolling in the HelloWallet Pilot, you authorize us to communicate and receive certain information from our third party service providers, which allows us and our third party service providers to display such data as your Wellness Score and other insights regarding your finances within the Online Banking Service and the HelloWallet website.

17. KEYBANK HOURS OF OPERATION; CUTOFF TIMES

Business days are Monday through Friday, except holidays. Transaction requests on Saturday and Sunday are considered Monday transactions, except if Monday is a holiday. The Services are available to you 24 hours a day except at times of Systems Unavailability and except as to the Online Bill Pay Expedited Payments service which is available from 4:00 a.m. to 7:00 p.m. ET Monday through Friday. Bonus Offers are available subject to the terms and conditions of each such offer. Transactions you conducted after the Cutoff Time will be posted to our official account statement the next business day. "Cutoff Time" refers to, for the times stated below, local time at our KeyCenter where your Activated Account is maintained, Monday through Friday, except holidays, unless otherwise stated: (1) for Bill Payment: 7:00 p.m. ET; (2) for Transfer Funds: 7:00 p.m. local time; (3) for Wire Transfer: 4:00 p.m. ET; (4) for Stop Payment: 10:00 p.m. local time; and (5) for any KeyBank - KeyDirect Account: 7:00 p.m. ET for all activity; (6) for Loan or Line of Credit Payments paid via the Loan Payment functionality, or Credit Card payments: 4:30 p.m. ET The loan payment functionality is only available between 7 a.m. and 7 p.m. ET. If you send a Bill Pay request near the Cutoff Time and your transaction is not completed before the Cutoff Time, your transaction request will be sent the next business day. We may change any Cutoff Time without notifying you.

18. YOU MAY INCUR ADDITIONAL COSTS FOR USING THE SERVICE

You understand that utilization of the "Enhanced Funds Transfer", which allows you to transfer funds to and from accounts outside of Key and to others within Key who are not associated with your accounts may incur certain costs associated with ACH (Automated Clearing House) processing through the Website. You agree that you will pay all fees and charges in connection with your use of the Enhanced Funds Transfer feature through Online Banking.

19. PRIVACY

We maintain procedures to protect confidential information about you and your use of our products and services. Our information practices are fully detailed in The KeyCorp Privacy Notice. By enrolling in any Service, you agree to receive our Privacy Notice electronically. This means that you can access our current Privacy Notice at any time on our Website, and that Key will no longer annually mail you a paper copy for as long as you remain enrolled in any Service.

20. THIRD PARTY LINK DISCLOSURE

It is possible that the Service may offer links to other sites not operated by KeyBank. The eBill function may provide a link to a Payeeメs website in order for you to obtain an eBill from that Payee. The HelloWallet Pilot may provide a link to HelloWallet in order for you to modify your financial information or view your Wellness Score. These links are provided for your convenience and only are offered for your use at your own discretion. KeyBank cannot attest to the content or accuracy of information provided by these linked sites, and does not provide, endorse, or accept responsibility for the product, service or overall content available on third party websites. KeyBank does not represent you or the third party site in any transaction you may enter into with the third party. The Privacy and Security policies of the third party website to which you are linking may differ from those of KeyBank. You should review the privacy or security disclosures on each third party site for further information. Third party websites may provide less security than websites operated and maintained by KeyBank.

21. REPORTING UNAUTHORIZED TRANSACTIONS

If you believe an unauthorized transaction was made in any Activated Account in connection with any Service, call us immediately at 800-539-1539 or for TTY/TDD at 800-539-8336, or write to: Online Banking Customer Service at 3290 Main St., Amherst, NY 14226, MAILCODE: NY-00-01-0275.

22. YOUR RESPONSIBILITIES

You are responsible for all electronic funds transfers and electronic payments you make using the Service. If you permit other persons to use the Service or your Password, you are responsible for all electronic funds transfer transactions they make from your Activated Accounts. You are liable for all transfers and payments that you make or are made by any other user, even if such user exceeds your authority or is not an authorized signer on your Account. You must notify us immediately if you believe any of your Activated Accounts was accessed or your Password was used without your permission. If you are an individual and use your Activated Account for personal, family or household purposes, important limitations on your liability for unauthorized electronic funds transfers and other electronic errors that are covered by Regulation E (12 C.F.R. Part 205) are explained in our EFT Disclosure Statement. However, if you use the Services for any business activity, you assume all risk of loss for unauthorized transfers and payments, and you must establish your own internal security procedures for employees you authorize to use the Services and to prevent all unauthorized use by other employees or persons.

23. DISCLAIMER OF WARRANTIES; OUR RESPONSIBILITY AND LIMITATION OF LIABILITY

The Deposit Agreement, User Agreement, and our EFT Disclosure Statement describe our responsibility for completing electronic funds transfers and electronic payments, and our exceptions from liability for our failure to do so. This Agreement applies to your online transactions under the Services. WE WILL ALSO HAVE NO LIABILITY WHATSOEVER FOR FAILURE TO COMPLETE A PAYMENT OR TRANSFER YOU INITIATE OR ATTEMPT TO INITIATE THROUGH THE SERVICE UNDER ANY OF THESE CIRCUMSTANCES: (1) if the transfer or payment could not be completed due to Systems Unavailability or due to any circumstances beyond our control, including, without limitation, acts of God, any malfunction of your Internet access equipment, any internet virus, Trojan horse, worm or other hostile software code, or any problem that may be associated with your use of any Service or (2) if the payment was a tax payment, a court ordered payment or payment to a payee outside the U.S.A. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SERVICE, PRODUCT, OR OFFER.

YOU AGREE THAT NEITHER WE NOR OUR SERVICE PROVIDERS WILL BE LIABLE FOR ANY HARMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE OUR WEBSITE OR ANY RELATED SERVICES; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR WEBSITE OR RELATED SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANYONE ON OUR WEBSITE OR IN ANY RELATED SERVICES; OR (v) ANY OTHER MATTER RELATING TO OUR WEBSITE OR ANY RELATED SERVICES.

24. CANCELLATION

You may cancel one or more of the Services by notifying us at the telephone number or address referenced in the section titled Reporting Unauthorized Transactions. We may require you to confirm your request in writing. We may cancel your access to all or any one of the Services without notice. Cancellation of Online Bill Pay, will stop all telephonic and online access to Online Bill Pay. If you wish to cancel your enrollment in HelloWallet, you must do so directly on the HelloWallet website.

25. SYSTEMS UNAVAILABILITY

The Service may be unavailable when systems require maintenance or upgrades or major unforeseen events occur, such as earthquakes, fires, floods, computer failures, interruptions in telephone service, electrical outages, civil unrest or riots, war, or acts or threaten acts of terrorism or other circumstances beyond our control. We shall have no liability for interruptions or delays in Services due to Systems Unavailability.

26. SECURITY

We will take security procedures and counter-measure procedures to ensure the security and confidentiality of your financial records and transactions under the Services. You agree to comply with all security procedures we may impose for use of the Services including the use of up-to-date firewall and virus protection software on any computer you may use to access the Services. You agree the security techniques used by us in connection with the Services are commercially reasonable security procedures, and you assume all risk of loss for unauthorized transactions where we have followed our then current security procedures, except to the extent that such liability is limited or prohibited by applicable law or in the event that our EFT Disclosure Statement is applicable to the electronic funds transfer or other error.

27. CHANGES TO AGREEMENT

Except as otherwise required by applicable law, we may add, remove, or otherwise modify any of the terms and conditions of this Agreement, its related services, and applicable fees and charges, at any time and without notice to you, and such changes will be effective immediately. This Agreement as revised will be posted on an Internet website at www.key.com, and we may send you written notice at your Email or postal address in our files. Your continued use of any Service (covered hereby) after our sending any required notice, or posting such changes to this Agreement on this website, will constitute your acceptance of and agreement to be bound by such changes to this Agreement. You agree that these procedures are acceptable to you to provide you with notice of changes to this Agreement. The revised Agreement will supersede the affected terms and conditions of this Agreement and shall apply to any activity or transaction previously or hereafter taken by you in connection with such Service, except new fees and charges shall apply prospectively only.

28. ASSIGNMENT OF THIS AGREEMENT

You may not transfer or assign this Agreement without our prior written approval, and any unauthorized assignment or transfer will be null and void. We may assign or transfer this Agreement at any time without notice.

29. GOVERNING LAW; UNLAWFUL ACTIVITIES PROHIBITED

Our Website (excluding linked sites) is controlled by us from our offices in the State of Ohio, United States of America. All matters relating to your access to or use of our Website shall be governed by the laws of the State of Ohio, and the federal laws of the U.S.A., without regard to any conflicts of law principles. The application of the United Nations Convention of Contracts for the International Sale of Goods, and the model Uniform Computer Information Transactions Act approved by the National Conference of Commissioners on Uniform State Laws (as enacted and/or modified into any state law in the U.S.A.), are hereby expressly excluded and shall not apply to the this Agreement and the Services, Products and Materials accessed hereunder.

We make no representation that our Products, Materials or Services available our Website are lawful, appropriate or available for use in any location outside Ohio, and your accessing them from territories where the same or their content is unlawful or illegal is prohibited. You are solely responsible for compliance with local laws where you reside or are located. If you use our Website or our Products, Materials or Services for any unlawful or illegal purpose, you must promptly reimburse us for all losses, costs and expenses incurred by us as a result of such use.

30.WIRELESS EXPRESS CONSENT

By providing a telephone number for a cellular telephone, other wireless device, or a landline number that was later converted to a wireless device, you are expressly consenting to receiving communications at that number, including, but not limited to, prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system from KeyBank National Association and its affiliates and agents. This express consent applies to each such telephone number that you provide to us now or in the future and permits such calls regardless of their purpose. These calls and messages may incur access fees from your cellular provider.

31. JURISDICTION AND VENUE

You agree and hereby submit to the exclusive personal jurisdiction and venue of the State courts and federal courts in Cuyahoga County, Ohio, with respect to all matters relating to your access to or use of our Website or any Product, Material or Service. You irrevocably consent to such jurisdiction and venue.

32. SEVERABILITY; PARAGRAPH HEADINGS

If any term of this Agreement is declared invalid or unenforceable by any court, the remaining terms of this Agreement will not be affected, and this Agreement will be interpreted as if the invalid terms had not been in place for this Agreement. Paragraph headings do not limit or define either party's rights or obligations.

33. ARBITRATION; WAIVER OF JURY TRIAL

Any claim arising out of or relating to this Agreement concerning any KeyBank deposit account that is an Activated Account under this Agreement, or any related Service, is subject to the terms and conditions concerning Arbitration and Waiver of Jury Trial described in our Deposit Account Agreement and Funds Availability Policy.

Last Modified: March 2015

Online Banking

Key Investment Services (KIS) Service Agreement

Key Investment Services (KIS) Service Agreement

This Online Investing Service Agreement and Disclosure ("Agreement") is between Key Investment Services, ("KIS"), a KeyCorp Company and its clients who subscribe to the Services (described below) hereunder. KIS's clients are referred to in this Agreement as "you" or "your" regardless of number or gender. Your use of of Online Banking on the Internet (the "Website") will be deemed as acceptance of this Agreement's terms. Your continued use of the Services following the posting or notice of any changes will constitute your acceptance of such changes. You agree not to attempt to connect to use the Services or to view any of the Information if you do not agree to the terms of this Agreement.

Agreements

This Agreement supplements and modifies any existing agreements and disclosures you have with KIS ("Brokerage Agreements"). This Agreement incorporates by reference the provisions of KeyBank National Association (the "KeyBank") Rules and Regulations for KeyBank World Wide Website (the "User Agreement"), and the Online Banking Service Agreement, which govern your access to the Website and shall be a part of this Agreement. If there is any conflict between any terms of any Brokerage Agreement, User Agreement, the Online Banking Service Agreement, and this Agreement regarding the Services, this Agreement shall control. Your use of the Website for the Services is also subject to applicable terms and conditions of the Online Banking Service Agreement with our affiliate, KeyBank, that operates the Website.

For important information about enrollment, passwords, access to the Website, please refer to the User Agreement and Online Banking Service Agreement. Please note: New accounts cannot be opened electronically.

Securities offered through Key Investment Services LLC, member FINRA/SIPC. Insurance products offered through KeyCorp Insurance Agency, USA Inc. (KeyCorp Insurance Agency, Inc. in NY, CA, and MA). Both are affiliated with KeyBank, National Association, member FDIC, Equal Housing Lender and other affiliated entities. As a client, you may do business with several legal entities and should review the important additional disclosures your advisor will provide.

Securities and insurance products are:

Not FDIC Insured May Lose Value No Bank Guarantee Not A Deposit Not Insured By Any Federal or State Government Agency

Use of the Services

The information in the Site is directed at, and is intended for distribution to, and use by, persons in the United States only. It is not intended for distribution to, or use by, any person in any other jurisdiction.

The content on the Website does not constitute an offer to sell or a solicitation to buy any security referenced in the Website. The Website is not intended to replace the advice and services available through your advisor. The resources made available in this Site are not intended to be personalized and should therefore not be construed as investment advice. The content may or may not be suitable for your particular objectives and risk tolerance, therefore you agree to make your own independent evaluation of the investment merits and suitability for you of any security referenced. In addition, the accuracy, completeness or timeliness of such content cannot be guaranteed and is subject to change.

Description of Online Investment Services

Your primary contact with KIS will continue to be the Key Investment Services Advisor assigned to your KIS account(s). KIS, through the use of the Website, shall provide you with access through your Internet access equipment to the Services described below, including but not limited to, the provision of information through the Website by means of an unaffiliated Internet service provider. The financial services available under this Agreement (the "Services") include one or more of the following functions:

  • Online Investing Services, including investment research, investor education and brokerage account information
  • Online trading: online trading in securities
  • New features and functions to these Services and new financial services that may be added by KIS to the Services, subject to the terms and conditions of this Agreement, as amended from time to time.

Use of the Website does not provide access to securities products beyond the scope of the account agreement signed at the time your KIS account(s) was/were opened. You should refer the original account documents or amendments thereto for specifics regarding the terms of the brokerage accounts generally.

Activated Accounts

The Services are available only to clients with at least one brokerage account with KIS. Clients who have indicated that they do not want information shared between KIS and KeyBank are not eligible for the Services. If your relationship on any brokerage account with KIS is acceptable to KIS, each of these accounts will be automatically available for your access by the Services ("Activated Accounts"), subject to the terms of this Agreement.

Privacy Policy

KIS maintains procedures to protect confidential information about you and your use of our Services. KIS's information sharing practices are fully detailed in KeyCorp's Privacy Policy. By enrolling in the Services, you agree to receive our Privacy Policy electronically. This means that you can access our current Privacy Policy at any time on our Website, and that KIS will no longer annually mail you a paper copy for as long as you remain enrolled in the Services.

The Online Banking Service offered by KeyBank allows you to view your relationships across the KeyCorp family of companies. As a subscriber to the Services, KeyBank and KIS will facilitate this functionality for you.

No Guarantee of Performance

The Website is made available as tool for you to access financial market information, place trades, as well as execute other account related services. KIS does not guarantee the performance of the system and reminds you to contact your Key Investment Services Advisor promptly in the event of difficulties with the operation of the Website. Situations may arise due to circumstances beyond our control whereby you could obtain faster executions by traditional order entry methods instead of using the online system. In addition, the Services may be unavailable at other times such as when: (a) systems require maintenance or upgrades; (b) unforeseen maintenance is necessary; or (c) major unforeseen events occur, such as earthquakes, fires, floods, computer failures, interruptions in telephone service, electrical outages, civil unrest or riots, war, or acts or threatened acts of terrorism or other circumstances beyond our control (collectively, herein called "System Unavailability"). KIS will make all reasonable efforts to ensure the availability of the Services. However, KIS is in no way liable for the unavailability of any of the Services.

Content

The content available in the Website is the property of KIS, KeyCorp or its licensors and is protected by copyright and other intellectual property laws. Content received through this Website may be displayed, reformatted and printed for your personal, non-commercial use only. You agree to not reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate the content received through this Website to anyone, including but not limited to others in the same company or organization, without the express prior written consent of KIS. You may not post any content from this Website to newsgroups, mail lists or electronic bulletin boards, without the prior written consent of Key Investment Services. The material in this Website is provided with the understanding that it will be used in conjunction with traditional investment techniques including but not limited to obtaining applicable legal, accounting, tax or other professional advice or services. KIS, and KeyCorp and all KeyCorp subsidiaries expressly disclaim all liability from any action taken in reliance on the statements or information provided in this Website.

Use of Content Provided by Unaffiliated Entities

Certain material has been produced by an independent provider not affiliated with KIS, KeyCorp or its affiliates. Any opinions or recommendations expressed are solely those of the independent providers and were not prepared under the supervision of, and do not necessarily reflect the opinions or recommendations of KIS or any KeyCorp affiliate.

KIS, KeyCorp and its affiliates do not provide legal, tax or accounting advice regarding the suitability or profitability of a security or investment. Information obtained by the independent providers is believed to be reliable however KIS does not guarantee the timeliness, accuracy or completeness of such information. Neither KIS, KeyCorp, any KeyCorp subsidiary nor any independent provider of information shall be liable in any way and you agree to indemnify and hold harmless KIS, KeyCorp, any KeyCorp subsidiary and the independent providers for any inaccuracy, error, delay, omission of information, the transmission or delivery of information, any loss or damage arising from or occasioned by any such inaccuracy, error, delay or omission, non-performance interruption of information due either to any negligent act or omission by KIS, or providers of information or to any "force majeure" or any other cause beyond the reasonable control of KIS, KeyCorp, KeyCorp subsidiaries or the information providers.

Regarding accounts enabled for online trading:

Trades entered through the Online Banking application

By entering orders through the Website, you are not trading directly on any exchange or over-the-counter market. Orders placed through this Website are received by KIS and are routed for execution. Submission of an order does not mean the order has been executed and account updates will not be instantaneous.

While the intent is for the Services to be available to you 24 hours a day, 7days a week (barring outages whether scheduled or not), please be aware that your Key Investment Services Advisor will only be available during his or her "normal" business hours. Consult with your Key Investment Services Advisor regarding his/her schedule.

Market Hours

At this time KIS does not participate in "extended hours" trading. With the exception of circumstances whereby U.S. markets are closed for holidays and extraordinary events, "market hours" are considered to be Monday through Friday, 9:30AM-4:00PM ET. Orders received outside of these hours will be processed for the next trading session. Please direct questions regarding the operations of the market to your Financial Advisor.

Suitability of Transactions

Through the use of this Website you agree that you have determined that all transactions entered are consistent with your investment strategy and risk tolerance and therefore suitable. If a transaction entered constitutes a departure from your objectives as previously stated to KIS, you must contact your Key Investment Services Advisor promptly and advise him or her so that our records may be updated accordingly. All orders entered through the Website are assumed to be "unsolicited". In other words, KIS assumes that trades are not the result of prior recommendations made by the Key Investment Services Advisor with respect to the specific security in a particular action. However, if the transaction is made by you directly as the result of your Key Investment Services Advisor's recommendation(s), you must identify such in the appropriate field on the trade entry screen.

KIS requests that you use great care in identifying a trade as "solicited" or "unsolicited". Please discuss this matter with your Key Investment Services Advisor to ensure you fully understand the concept of "solicited/unsolicited". Improper classification of this element could result in restrictions including the possible suspension or termination of online trading privileges with or without notice.

Investors must always remember that, irrespective of how orders are entered, investment objectives and risk tolerances vary according to individual circumstance and not all strategies are appropriate at all times. You should seek advice from your Key Investment Services Advisor about your strategy is you have any questions.

Order Entry

If an order has been placed and you have not received a reference number, you must immediately notify KIS by calling your Key Investment Services Advisor. If while attempting to enter an order you experience difficulties preventing completion of the order and desire to continue, you should contact your Key Investment Services Advisor without delay. You may not use email to enter an order to buy or sell a security. KIS also advises against using email to send KIS time sensitive instructions.

Please note: "Market" orders cannot be modified or cancelled. You must exercise extreme care when entering orders. This includes orders entered during "non market" hours. For guidance regarding benefits/risks relating to the structuring of brokerage orders, consult with your Key Investment Services Advisor.

Trading during "fast markets" and associated risks

Sudden, increased price volatility caused by extraordinary market activity can cause a condition called a "fast market". Under such circumstances, price swings can occur rapidly, possibly to the detriment of unwary investors, most notably to those whose practice is to enter market orders. The safest way to prevent potential problems in this regard is by entering limit orders. (A limit order is one for which you specify the exact price as opposed to a market order, which means you are willing to accept the price that is available when your order reaches the market for execution. The price could be significantly different than the last known quote.)

You should also be aware that in a fast market, because of the increased volume, reports of executions might be delayed. Additional complications may be experienced with regard to cancellations or change orders. If you have any questions, contact your Key Investment Services Advisor directly for assistance in determining whether your order is "out" (cancelled) or whether the order was "too late to cancel". If you experience difficulties, you should not delay entry of your orders due to the inability to place orders through the Website. Contact your Key Investment Services Advisor immediately. Consider carefully your method of order entry.

Investor Education

Additional information on fast markets as well as other important issues relating to investing is available to you in the Investor Education section of the Website. We strongly encourage you to review this content to ensure that you are adequately informed regarding the operations and risks of the securities markets.

Quotes

Delayed quotes are available for general information. "Real Time" quotes are made available to those persons using the Online Trading function. KIS reserves the right to limit the number of free stock quotes provided through the Website.

Short Sales

Securities in which you submit a request to execute a short sale are subject to availability.

Documentation of Transactions

When you use the Services to make transactions in your Activated Accounts, the transactions will appear on the official Brokerage Account statements you will receive from KIS for your Activated Accounts. KIS will not send you a separate statement for the online Services under this Agreement. The statement information, transaction information, and market value of your Brokerage Account that you view through the Services are effective as of the date indicated. The actual market value of your Activated Accounts may be higher or lower than your current market value due to pending trade settlements. The statement displayed on the Website is for information purposes only and may not be equivalent to the official Brokerage Account statement information on KIS's records. KIS's official Brokerage Account statement records shall control if there is any conflict with information displayed on your Internet access equipment screen statement or software program.

Reporting Unauthorized Transactions

If you believe that an unauthorized transaction has been made from any Activated Account, call your Key Investment Services Advisor immediately.

Your Responsibilities

You are responsible for all transactions authorized using the Online Investing Services. If you permit other persons to use the Services or your Password, you are responsible for all transactions they authorize from your Activated Accounts, and if you use the Services for any business activity, you must establish your own internal security procedures for employees you authorize to use the Services and to prevent unauthorized use by other employees or persons. You must notify your Key Investment Services Advisor immediately if you believe any of your Activated Accounts have been accessed or your Password has been used without your permission.

Arbitration

Any claim arising out of or relating to this Agreement concerning any Activated Account under this Agreement, or any related Service, is subject to the terms and conditions concerning Arbitration as described in the Brokerage Agreement governing your Activated Account.

Margin Disclosure Statement/SR-NASD-2002-69

Your brokerage firm is furnishing this document to you to provide some basic facts about purchasing securities on margin (not available to Key Investment Services clients at this time), and to alert you to the risks involved with trading securities in a margin account. Before trading stocks in a margin account, you should carefully review the margin agreement provided by your firm. Consult your firm regarding any questions or concerns you may have with your margin accounts. When you purchase securities, you may pay for the securities in full or you may borrow part of the purchase price from your brokerage firm. If you choose to borrow funds from your firm, you will open a margin account with the firm. The securities purchased are the firm's collateral for the loan to you. If the securities in your account decline in value, so does the value of the collateral supporting your loan, and, as a result, the firm can take action, such as issue a margin call and/or sell securities or other assets in any of your accounts held with the member, in order to maintain the required equity in the account. It is important that you fully understand the risks involved in trading securities on margin. These risks include the following:

  • You can lose more funds than you deposit in the margin account. A decline in the value of securities that are purchased on margin may require you to provide additional funds to the firm that has made the loan to avoid the forced sale of those securities or other securities or assets in your account(s).
  • The firm can force the sale of securities or other assets in your account(s). If the equity in your account falls below the maintenance margin requirements, or the firm's higher 'house' requirements, the firm can sell the securities or other assets in any of your account held at the firm to cover the margin deficiency. You also will be responsible for any short fall in the account after such a sale.
  • The firm can sell your securities or other assets without contacting you. Some investors mistakenly believe that a firm must contact them for a margin call to be valid, and that the firm cannot liquidate securities or other assets in their accounts to meet the call unless the firm has contacted them first. This is not the case. Most firms will attempt to notify their customers of margin calls, but they are not required to do so. However, even if a firm has contacted a customer and provided a specific date by which the customer can meet a margin call, the firm can still take necessary steps to protect its financial interests, including immediately selling the securities without notice to the customer.
  • You are not entitled to choose which securities or other assets in your account(s) are liquidated or sold to meet a margin call. Because the securities are collateral for the margin loan, the firm has the right to decide which security to sell in order to protect its interests.
  • The firm can increase its 'house' maintenance margin requirements at any time and is not required to provide you advance written notice. These changes in firm policy often take effect immediately and may result in the issuance of a maintenance margin call. Your failure to satisfy the call may cause the member to liquidate or sell securities in your account(s).
  • You are not entitled to an extension of time on a margin call. While an extension of time to meet margin requirements may be available to customers under certain conditions, a customer does not have a right to the extension.

Last Modified: February 2009

Online Banking

Wire Transfer Terms and Conditions

As used in these Terms and Conditions — Internet Wire Transfer Service agreement (herein called "Terms and Conditions"), "You" and "Your" means you, as an existing Key Investment Services/KeyBank customer; and "KeyBank" means KeyBank NA; and "KIS" means Key Investment Services LLC.

Internet Service

KeyBank provides you with access to a domestic wire transfer service on the KeyBank Website, which enables you to request a payment order by a service request for a transfer of available funds from your designated account at KeyBank or KIS for payment to a designated third party's account at another financial institution located in the U.S.A. (herein called "Wire Transfer") via FEDWIRE or a similar wire transfer system used primarily for funds transfers between financial institutions (herein called "Wire Transfer System") and acceptable to KeyBank (herein called "Wire Transfer Service").

Acceptance of Terms and Conditions

Each time you use this Wire Transfer Service, you agree to be legally bound by (a) these Terms and Conditions, as amended, and (b) KeyBank's Rules and Regulations For Access to Key World Wide Website, as amended, (herein called "User Agreement"). Any Wire Transfer hereunder for either a business or personal use and made through a Wire Transfer System is excluded from the coverage of the federal Electronic Funds Transfer Act and related Regulation E. Therefore, KeyBank's (i) Disclosure Statement and Terms and Conditions for Electronic Fund Transactions (including supplemental terms and conditions thereto), (ii) Online Banking Service Agreement and Disclosure (including supplemental terms and conditions thereto), as amended, each shall not apply to the Wire Transfer Service and any Wire Transfer requested by you, notwithstanding any provision in any of said agreements to the contrary. Please read the User Agreement carefully for applicable terms, including, but not limited to, limitations on liability of KeyBank for Wire Transfers.

Authorization

You authorize KeyBank to withdraw the amount of any requested Wire Transfer which you may authorize and instruct via KeyBank's Website, plus any applicable fees and charges, from your designated account at KeyBank or KIS. Each Wire Transfer requested by you shall be binding on you, and KeyBank and KIS shall have no liability or other obligation for any unauthorized Wire Transfer.

Security Procedures

(a) You agree that the security procedures used by you and KeyBank in connection with this Wire Transfer Services are commercially reasonable for you, and you waive any objection that they are not. Each Wire Transfer shall bind you, whether or not authorized, when issued in your name and accepted by KeyBank in compliance with such security procedures. To the extent that you fail to follow these security procedures, you shall be deemed to have refused such security procedures.

(b) In connection with issuance of a debit card to you to access your deposit account at KeyBank, KeyBank previously assigned a unique Personal Identification Number (PIN) to you, which you are required to use in order to log on to and access each session for the KeyBank Online Banking Service offered on the KeyBank Website. However, after your log on to the Website, you are not required to use your PIN to request a Wire Transfer or to approve these Terms and Conditions. You may change this PIN at anytime. You shall maintain this PIN in strictest confidence and take all security measures sufficient to assure that your PIN is not used to facilitate any unauthorized Wire Transfer or other transaction on this Website. You agree to change your PIN frequently, but in no event shall more than sixty (60) days pass between successive changes. You will not leave your personal computer or other terminal, which you use to access this Website, unattended without first logging off or otherwise terminating your session on this Website.

(c) KeyBank's security procedures for the detection of your errors are not provided by KeyBank, and in no event shall KeyBank be liable for your errors. KeyBank may change these security procedures, or otherwise impose additional security procedures, from time to time upon notice to you.

Rejection of Wire Transfer

KeyBank may, in its sole discretion, refuse your request for a Wire Transfer. Without limiting the forgoing, Wire Transfers to any location outside the USA or from any business account you may have at KeyBank shall not be allowed, and these requests will be automatically rejected.

Cancellation and Amendment

You shall have no right to amend or cancel any Wire Transfer. KeyBank may, however, on its own initiative and without obligation, act upon your request to amend or cancel, but shall have no liability if such cancellation or amendment is not effected. KeyBank must receive any request or other notice to cancel or amend on or before the banking day on which the Wire Transfer is to be executed with sufficient time to afford an opportunity to act on your notice.

Overdrafts

You do not have the right to incur an overdraft in any of your accounts as a result of a Wire Transfer. You shall have in your account, at the time a Wire Transfer is initiated, a balance of actually and finally collected funds sufficient to cover all of your obligations, including the Wire Transfer. KeyBank may, however, in its discretion, execute the Wire Transfer even if such execution should result in the creation of an overdraft in your account. You shall be liable to KeyBank for any such overdraft. If insufficient funds are not available in you account, KeyBank may, in its discretion, send the amount of funds available or send the payment net of charges, or not execute the Wire Transfer.

Inconsistencies Between Names and Numbers

If an identifying or KeyBank account number provided in a Wire Transfer issued in the name of you identifies a person different from the beneficiary named in the Wire Transfer, or if the words and numbers set forth in a Wire Transfer are otherwise inconsistent, you understand that execution or payment of the Wire Transfer might be made by KeyBank, or any other person on the basis of an identifying number, account number, or other number rather than on the basis of the name or words. If a Wire Transfer identifies an intermediary bank or the beneficiary's bank both by name and an identifying number and the name and number identify different persons, you understands that KeyBank, another receiving bank, or any other person might rely on the number as the proper identification of the intermediary or beneficiary's bank even if it identifies a person different from the bank identified by name. KeyBank may, in its discretion and without liability, choose to rely either upon a name or other words, or upon an identifying, related, accompanying, or bank account number in a Wire Transfer. KeyBank shall not, for any purpose, be deemed to know that an account identifying or other number in a Wire Transfer does not identify or match the person or words intended to be identified or otherwise set forth therein unless the officer or employee of KeyBank, who receives or accepts the Wire Transfer has actual knowledge and awareness of the contents of the Wire Transfer and the fact that a discrepancy exists.

Execution; Cut-Off Hours

KeyBank will execute each Wire Transfer authenticated on the business day received. KeyBank may require additional authentication of any Wire Transfer request. Such additional authentication may include telephone confirmation of the request. KeyBank reserves the right to reject a Wire Transfer request that cannot be properly authenticated. Cut-off hours may be established and changed by KeyBank from time to time. Instructions for Wire Transfers received after such cut-off hours may be treated by KeyBank for all purposes as having been received on the following business day.

Provisionality of Credits

While your account may be credited in the amount of an incoming Wire Transfer to your account, such crediting shall be subject to receipt of final settlement by KeyBank and any cancellation effected or agreed to by KeyBank.

Rejection and Payment of Wire Transfer

KeyBank shall have the right to reject or impose conditions that must be satisfied before it will accept your instructions for a Wire Transfer for any reason, including without limitation your violation of any term of these Terms and Conditions, your failure to maintain a sufficient withdrawable account balance, or the belief by KeyBank that the Wire Transfer may have not in fact been authorized. The Wire Transfer may also be rejected by an intermediary or beneficiary bank other than KeyBank, or by operation of law. If a Wire Transfer is rejected, KeyBank shall endeavor to notify you by telephone, electronic transmission, in writing or by other means chosen by KeyBank. Written notice shall be effective when sent; electronic notice shall be effective when received. KeyBank shall, however, have no liability to you by reason of such rejection by another person in the Wire Transfer chain, or the fact that such notice was not given or was not given at an earlier time, or within any specified period of time of receipt, acceptance, execution, or payment of any Wire Transfer.

Report of Discrepancies in Wire Transfer

Within fourteen (14) days after the date you receive written notification from KeyBank, whether by advice, confirmation, statement or otherwise, or KeyBank makes such notification available to you by computer link or display on KeyBank's Website, that a Wire Transfer in your name was accepted by KeyBank, or your account was debited or credited with respect to a Wire Transfer, or within fourteen (14) days of any earlier date upon which you have notice from another source of execution, payment, non-execution, or non-payment by KeyBank or any other party of any Wire Transfer issued in your name or paid to your account, you must notify KeyBank in writing of the relevant facts regarding any unauthorized or erroneous Wire Transfer, any discrepancy reflected in such notification or notice, and any claim for a refund. Your failure to so notify KeyBank within said fourteen (14) days shall relieve KeyBank of any liability it would otherwise have in regard to such Wire Transfer. Your failure to so notify shall relieve KeyBank of any liability it would otherwise have in regard to such payment order. KeyBank shall have no obligation to notify you of the receipt, execution or payment of any Wire Transfer within any specified period of time or for detecting any error contained in any Wire Transfer sent. However, if KeyBank displays promptly on its Website a confirmation of its receipt of your request for Wire Transfer, and the relevant content and data pertaining to the requested Wire Transfer, you shall immediately review the requested Wire Transfer and approve, edit or cancel the requested Wire Transfer on KeyBank's Website. Upon such approval of the requested Wire Transfer via the Website, you assume all risk of loss due to any error, change or other discrepancy reflected in the requested Wire Transfer, except for any error or change caused solely by KeyBank's computer system that processed and transmitted such Wire Transfer.

Warranties

You warrant and represent that your performance of these Terms and Conditions has been duly authorized and is your binding obligation. You warrant that each Wire Transfer initiated by you in connection with this Wire Transfer Service is fully authorized by you and by any other party whose authorization is required. KeyBank shall not be liable for any loss, damage, or liability, which may arise from the unauthorized use of any PIN and resulting use of the Wire Transfer Service.

Notices

All electronic notices or other communications of any type in connection with this Wire Transfer Service shall be directed: (a) if sent by you, to KeyBank at this Website, unless KeyBank specifies a different address to you in writing; and (b) if sent by KeyBank, to your email address on KeyBank's records.

Recording

KeyBank may, but shall not be obligated to, tape or otherwise record telephone conversations between you and KeyBank.

Changes to Terms and Conditions

Except as otherwise required by applicable law, we may add, remove, or otherwise modify any of the terms and conditions of this Agreement, its related services, and applicable fees and charges, at any time and without notice to you, and such changes will be effective immediately. This Agreement as revised will be posted on an Internet website at www.key.com, or any other Internet website designated by KeyBank as a replacement site for www.key.com, and we may send you written notice at your email or postal address in our files. Your continued use of any Service (covered hereby) after our sending any required notice, or posting such changes to these Terms and Conditions on this website, will constitute your acceptance of and agreement to be bound by such changes to these Terms and Conditions. You agree that these procedures are commercially reasonable and acceptable to you and are sufficient to provide you with notice of such changes. The revised Terms and Conditions will supersede the affected terms and conditions hereof, and shall apply to any activity or transaction previously or hereafter taken by you in connection with such Service, except new fees and charges shall apply prospectively only.

You agree that all matters relating to your use of the KeyBank Website, each Wire transfer, and the Wire Transfer Service shall be governed by the laws of the State of Ohio, including without limitation, Uniform Commercial Code Article-4A, being Sections 1304.51 to 1304.85 O.R.C. as amended, and the federal laws of the USA, without regard to any State's conflicts of law principles.

Last Modified: June 2009

Online Banking

Online Statement and Document Delivery Service Agreement — Authorization and Consent

Online Statement and Document Delivery Service Agreement — Authorization and Consent

THE SERVICE

By executing this authorization and consent ("Consent Form"), you, other owners, other borrowers, or authorized representatives for deposit accounts only   ("you", "your", "borrowers", or "Owners") of bank and/or investment accounts designated from time to time in connection with this Consent Form ("Designated Accounts") may receive electronic notice and delivery of selected account statements, account records, agreements, disclosures, and other information for such Designated Accounts ("Electronic Records") from KeyBank National Association ("Bank") by access through a secure website ("Website"), as described herein ("Online Statement & Document Service" or the "Service"). Authorized signers for credit card accounts are not eligible for enrollment in the Service. The Online Statement & Document Service allows receipt of or access to an electronic version of paper-based bank account statements for the prior 24 months and for other Electronic Records for at least 90 days. This Service permits the flexibility of saving and printing account statements at any given time. You will be notified through Email when your statement is ready for viewing. You must validate your Email Address upon enrollment. For Bank account statements, two (2) attempts will be made to notify you that a statement is available to view. If the Email Address provided is incorrect and is not corrected by you, you will be automatically unenrolled from receiving your statements online for your Designated Accounts and will begin receiving those account statements through the U.S. Mail. You may select one or all of the listed account statements to be received electronically.

ONLINE TAX FORMS

  • Enrollment in Online Tax Forms is effective until you unenroll from Online Tax Forms or the account relationship is terminated by you or the Bank.
  • You can unenroll from Online Tax Forms at any time on the Statements & Documents Maintenance page on the Statements & Documents tab. Only the Primary Account Holder can view Online Tax Forms for an account.
  • Tax forms will be available for viewing no later than the date required by law.
  • To request a paper copy of your tax form, select the Contact Us link on the Website for customer service. Tax documents are available for 24 months as long as you are enrolled in Online Banking.
  • If consent is revoked paper tax forms will be delivered to you.

For purposes of this section the Primary Account Holder is defined as the individual whose Social Security or Tax Identification number (SSN/TIN) is associated with the account.

USING THIS SERVICE MAY STOP DELIVERY OF PAPER RECORDS; CANCELLED CHECKS; COMBINED STATEMENTS

By your agreement to use the Online Statement & Document Service to electronically access, review, download and print selected Electronic Records for your Designated Accounts, Bank may no longer deliver in paper form the information (including cancelled checks) contained in your selected Electronic Records. Any account shown on this Consent Form that does not have an Electronic Record selected for electronic delivery will continue to have its Electronic Records delivered in paper form. If you or any other party on your Designated Accounts previously combined, or hereafter combine, statements for multiple accounts in which you, individually or jointly with another person(s), are an Owner or Borrower, those accounts will be considered as Designated Accounts in connection with this Online Statement & Document Service. After this enrollment, you or any other Owner may elect to add or delete Designated Accounts from a combined statement and this Online Statement & Document Service by visiting a Key branch, and thereafter any use of the Online Statement & Document Service shall constitute acceptance by all Owners of such Designated Accounts of the terms of this Agreement. In this Online Statement & Document Service, any other Owner or Borrower on any Designated Account may view Electronic Records for all other Designated Accounts. However, for another Owner or Borrower on a Designated Account to access and view Online Statements, s/he must separately sign up for this Online Statement & Document Service.

SOME TRANSACTION RECORDS MAY CONTINUE TO BE DELIVERED IN PAPER FORM

Even though you have requested electronic delivery of selected Electronic Records through the Website, Bank at its discretion may deliver in paper form to your last postal service mailing address of record certain Electronic Records for your Designated Accounts.

EMAIL WILL BE YOUR ONLY NOTICE THAT YOUR ELECTRONIC RECORDS HAVE BEEN POSTED FOR ACCESS AND REVIEW

The only notice that you will receive advising you that Electronic Records have been posted to the Website will be by Email or other electronic message ("Email Notice") sent to the single, specific Email Address selected and confirmed by you on the Consent Form ("Designated Email Address"). This Email Notice will be the only notice you will receive and no other notice will be sent. Any and all Email Notices sent by Bank to the Designated Email Address will constitute sufficient and effective delivery and notice to you and all Owners or Borrowers of information contained in your Electronic Records whether or not you access or review the Email Notice, Website, or specific Electronic Record, and shall be deemed to have been delivered to you personally, whether actually received or not. You agree to maintain access to the Website in a manner that gives you continuous ability to access, review, download and print your Electronic Records and to receive and access all Email Notices to you at the Designated Email Address.

EMAIL NOTICES WILL BE SENT TO THE DESIGNATED EMAIL ADDRESS OF YOUR HOUSEHOLD

If you are a member of a Household with other Owners or Borrowers, you agree that your Email Notice will be consolidated with the notices for other Owners or Borrowers who are members of your Household into a single Email or other electronic message sent to one, specific Email Address shared by you and all other Owners and Borrowers in your Household as the Designated Email Address for the Online Statement & Document Service. As a member of a Household, you agree and consent that access through the Online Statement & Document Service to one copy of an Electronic Record, such as an account statement, service agreement amendment, or notice, or disclosure required under applicable law or regulation made available to you and all other Owners in your Household, as applicable, through a shared Designated Email Address, constitutes sufficient and effective delivery to you and all Owners personally of such document as required by applicable law or regulation. For purposes of this section, the term "Household" means those persons living at the same residence and each other person who is listed as an Owner or co-Owner, Borrower or Co-Borrower on a Designated Account regardless of residence.

YOU MAY STOP THE ONLINE STATEMENT & DOCUMENT SERVICE AT ANY TIME

You or any Designated Account Owner may revoke consent for the Online Statement & Document Service for one or more Designated Accounts at any time by unenrolling your accounts through the Online Statement unenrollment or maintenance page located in the Online Banking service at Bank's Website, www.key.com, or by deleting an account from the combined statement ("Revocation"). The standard fee then in effect and charged for paper delivery of account statements will apply. Electronic posting of your Electronic Records on the Website and transmission of related Email Notice will continue until the earlier of: (i) termination of the Online Statement & Document Service, (ii) termination of your Designated Account with Bank, or termination of your Online Statement & Document Service with Bank ("Termination"). Bank may terminate the Online Statement & Document Service for any or all Designated Accounts or for any or all Electronic Records at any time. Upon such Termination delivery of paper copies of Electronic Records will resume within a reasonable time. Termination of the Online Statement & Document Service does not affect the validity or legal effect of any Electronic Record delivered to you, any Owners, or Borrowers through the Online Statement & Document Service. Termination of the Online Statement & Document Service does not terminate the Online Banking Service unless otherwise so stated.

REJECTED EMAIL NOTICES WILL CANCEL THIS SERVICE

If Bank attempts to send an Email Notice to the Designated Email Address and receives two (2) consecutive reports from an Email service provider or other source that the Email Notice is undeliverable, Bank will automatically unenroll you and any other Owners and cancel the Online Statement & Document Service for online delivery of your Bank checking and savings account statements.

YOU MAY RECEIVE A PAPER COPY OF YOUR ELECTRONIC RECORDS AT ANY TIME

Bank will send you a paper copy of your Electronic Records previously delivered through the Online Statement & Document Service at your request. The standard fee then in effect and charged for paper delivery of account statements will apply. Paper copies of Electronic Records can be requested by contacting Customer Service at 800-539-1539 or for TTY/TDD calls at 800-539-8336. A request for a paper copy of your Electronic Records does not terminate the Online Statement & Document Service. A paper copy of your Electronic Records can be obtained until the copy is no longer required to be maintained as a record for the Designated Account under applicable law or regulation.

APPROPRIATE COMPUTER EQUIPMENT AND SOFTWARE ARE REQUIRED

You agree that you have or will have access at all times to personal computer capability that supports at your cost the Online Statement & Document Service's requirement to receive and view Email Notice and Electronic Records in HTML or PDF form, high-level browser encryption, PDF file access, Internet and Email access. If the method of electronic delivery by Bank changes so as to require additional software, upgrades, plug-ins or additional security features in your hardware or software system used by you ("System or Hardware Enhancement"), you may terminate the Online Statement & Document Service or, alternatively, you agree to upgrade your hardware or software system to the required standards, software, applications or other feature(s) made available to you by appropriate hyperlink on the Website or otherwise. You must have access to and maintain a valid Email address as the Designated Email Address and a computer with the ability to download PDF files using Adobe Acrobat Readerᆴ or other programs as Bank may advise. If Bank determines that a change to the Online Statement & Document Service concerning any future System or Hardware Enhancement creates a material risk that a consumer may not be able to access or retain a subsequent Electronic Record, Bank will notify such consumer of such change and allow such consumer to withdraw his or her consent for this Online Statement & Document Service, whereupon Bank may terminate this Service until such consumer again enrolls in this Service and delivers a new consent to participate in this Service by accepting online the Consent Form then posted on the Website.

YOU MAY INCUR ADDITIONAL COSTS FOR USING THE SERVICE

You understand that accessing Electronic Records through the Website and receiving Email Notices may incur certain costs associated with Email, electronic access, downloading, online time and subscription costs associated with Internet and telecommunications service providers, paper and printing costs, and equipment or software upgrades if necessary. You agree that you will pay all such costs and expenses in connection with your use of the Online Statement & Document Service.

YOU MAY INCUR ADDITIONAL COSTS FOR NOT USING THE SERVICE

You understand that not receiving Electronic Records through the Website and/or not receiving Email Notices may incur certain costs associated with paper, printing and US Postal Service costs. You agree that you will pay all such costs and expenses in connection with your non-use of the Online Statement & Document Service

INTERNET SERVICES AND EMAIL MAY BE SUBJECT TO CERTAIN RISKS AND DISRUPTION

Certain risks are associated with the transmission of confidential Electronic Records and Email Notices through the Internet including, but not limited to, unauthorized access, systems outages, delays, disruptions in telecommunications services and the Internet. Email is not private or secure. Any Email Notice sent to you by Email is an unencrypted, automatic notice. Although such an Email Notice is not intended to contain personally identifiable confidential financial information, it may contain in its design part or all of your name or other identifier, which could be seen or intercepted by others if delivered to your business address or other computers or electronic devices not exclusively under your control. You acknowledge and agree Bank shall have no liability if any other person access, views, uses or discloses your Email notification content. You will not respond to any Email Notice by return Email, or use it to request information, service, paper copies or other items or to revoke consent. Bank is not required to act upon requests made in that manner.

YOU MUST MAINTAIN A DESIGNATED EMAIL ADDRESS, INTERNET ACCESS AND REVIEW ALL ELECTRONIC RECORDS

You, any other Owner, or Borrower of a Designated Account must immediately advise Bank of all changes or updates to the Designated Email Address or if it becomes inoperative or inactive and to immediately identify another Designated Email Address to be used for the Online Statement & Document Service. It is each Owner's sole responsibility, whether the content of such Email Notice is delivered by mail, electronic mail or other electronic means, to access and review promptly their own Electronic Records for their own Designated Account and other accounts hereafter added to a combined statement and this Online Statement & Document Service. All terms in the Electronic Records for the Designated Accounts are binding on each Owner or Borrower of the Designated Account just as if they were delivered in paper form. The Electronic Records are delivered in a manner to allow you immediate access to download and print the Electronic Records on your personal computer.

THIS AGREEMENT AMENDS AND IS IN ADDITION TO ALL OTHER AGREEMENTS

The terms and conditions and authorization and consent in this Consent Form constitute an agreement ("Agreement") by you to use the Online Statement & Document Service as described herein and may be modified or amended by Bank upon written notice sent to you or by posting to the Website and sending you an Email Notice or similar written notice thereof. Your continued use of the Online Statement & Document Service after such notification of change shall be understood as your agreement to be bound by all such changes. This Agreement is in addition to and part of the terms and conditions of the other agreement(s) governing your use of the Website, and your accounts and relationship with Bank and constitutes an amendment of those agreements specifically where sections relate to delivery of selected Electronic Records for Designated Accounts.

MISCELLANEOUS

This Agreement shall be governed by and construed in accordance with federal laws and the laws of the State of Ohio, without regard to that state's conflict of law principles. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. This Agreement embodies the entire understanding and agreement between you and Bank with respect to the Online Statement & Document Service and supersedes any prior understandings and agreements relating thereto.

Last Modified: May 2013