Online Service Agreement

A. General Description of Online Services Disclosure and Agreement ("Agreement")

1. What This Agreement Covers
This Agreement is between each owner of an eligible account or authorized representative appointed or entitled to online access on another person or entity's behalf ("you" or "your") and Bank of America Corporation, its subsidiaries, divisions and affiliates, including Bank of America, N.A., ("Bank of America" or "Our") and Bank of America Private Bank ("Private Bank"). This Agreement governs your use of Bank of America Private Bank Account Access and Bank of America Account Management Online ("AMO"), hereafter referred to as the "Online Services." The Online Services available through the Online Services website ("Online Services Website"), permit Bank of America clients to perform certain functions set forth below for eligible accounts linked to the Online Services through the use of your personal computer ("PC") or mobile device, including a smartphone, tablet, or any other eligible handheld or wearable communication device.

The Bank of America Private Bank Mobile Service, including the Mobile Services app as defined in Section 8 below, may not provide all the information and functionality of the Online Services Website. Terms and Conditions applicable to Online Services Website apply to the use of Bank of America Private Bank Mobile Service. For the services available within the Bank of America Private Bank Mobile Service, references herein to the Online Services website also include the Bank of America Private Bank Mobile Service. See additional Bank of America Private Bank Mobile Service terms and conditions in Section 8 below. Screens within the Bank of America Private Bank Mobile Service may not provide all the disclosures and disclaimers. You agree to review the Online Services Website for complete information, including about your transactions and all other information contained on the mobile screens.

2. Accepting the Agreement
When you enroll and use the Online Services Website or authorize others to use these services on your behalf, you agree to be bound by the terms and conditions of the entire Agreement and you acknowledge that you have read, received and understood the terms and conditions of the Agreement as well as any terms and instructions that appear on a screen when enrolling in, activating or accessing the Online Services Website.

3. Relation to Other Agreements
Your use of the Online Services Website will not affect or modify the terms and conditions of any of the account agreements that govern your accounts including your accounts at Bank of America or your investment accounts at Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill"). When an account is linked to the Online Services Website, it does not change the agreements you already have with us or our affiliates for that account and you are still subject to the terms and conditions given to you in the agreement and disclosure for the linked accounts. The terms and conditions for those account agreements, including any applicable fees, transaction limitations, liability rules and other restrictions that might impact your use of an account with the Online Services Website, are incorporated into this Agreement. In the event of a conflict between the terms of those account agreements and this Agreement, the terms of the applicable account agreement will prevail unless this Agreement specifically states otherwise. You should review those agreements for any applicable fees or charges, for limitations on the number of transactions you can make, and for other terms, restrictions, and disclosures.

B. The Online Services

1. Features
With the Online Services Website you can:
  • View sub-totaled account balances for your eligible Bank of America and/or Private Bank investment management, trust and other fiduciary and custody accounts (individually, a "Private Bank Account"; together, the "Private Bank Accounts").
  • View current and historical share balances and asset allocation for your Private Bank Accounts.
  • View transaction history for your Private Bank Accounts.
  • View electronic replicas of your paper account statements and certain tax documents.
  • Transfer available cash between your eligible accounts.
  • View eligible account balances in your linked Bank of America deposit accounts (a "Deposit Account"; together, the "Deposit Accounts").
  • View eligible investment account balances in your linked Merrill accounts.
  • View CIO Markets and Insights on Bank of America Private Bank Account Access.
  • Download account information for your Private Bank Accounts using Microsoft Excel, PDF and/or Quicken.
  • Send a Secure Message to your advisor or relationship team.
  • Review certain loan information that may be available to eligible parties.
  • Run query reports to search your list of Private Bank Accounts for a specific security or percentage of asset class.
  • Download electronic reconciliation data, including security transactions, cash transactions, STIF balances and holdings, for the accounts identified in this Agreement.
  • View third-party market data and security information, including 10-minute delayed quotes, provided by FactSet financial data and analytics.

You will not be able to enter securities transactions through the Online Services Website.

Information for Trust Management Accounts is not included, but is available via applicable Merrill online platforms.

Additional on-line functionality may be available for certain clients. Some of the above services may not be available for certain accounts or clients. The Online Services Website may not show all loans or other extensions of credit that you may owe to Bank of America, including without limitation, guaranties, swap or derivative obligations, certain letters of credit and other direct and contingent liabilities, such as pledges of assets for loans to others. Any loan balances or other information regarding any extensions of credit that you owe is indicative only and should not be relied upon in determining pay-off amounts, borrowing availability or otherwise. Please refer to the terms of the governing loan or other credit documents for terms of availability, payment requirements and other terms and conditions of your loans and other credit matters as all indicative loan information is expressly subject to the terms and conditions of the definitive loan and credit documents, and no information provided shall be deemed to waive any terms and conditions thereof or any rights of Bank of America.

2. Account Balances
The Online Services Website displays totals and subtotals of Private Bank Account balances on an intraday business day basis unless otherwise noted. If any Deposit account or a Merrill account is linked to the Online Services Website, those balances will also be displayed on an intraday business day basis unless otherwise noted. For the Online Services, our business days are Monday through Friday, excluding holidays observed by the Federal Reserve ("Bank Holidays"). For investment accounts only, holiday closures of the New York Stock Exchange will be observed (such as Good Friday) in addition to the Bank Holidays.

Certain types of transactions may post to your account on a backdated basis. For example, proceeds from sales of securities are not known until the next day, but are effective the date of sale.

Account balance information provided through Online Services Website may reflect unsettled cash, which can include pending trade activity and/or pending cash transactions. Priced Investments reflects the latest market value of held securities, which includes any pending trade activity. The data displayed through Online Services Website is for informational purposes only and should not be used to make investment decisions. Your account statements are the official record of your holdings and balances.

3. Account Statements
Depending on your Private Bank Account type, you will separately receive paper account statements mailed to your address of record annually or if you elected paperless statements, you will separately receive PDF versions of your paper account statements which are "read only" and they should be considered the official account statements of Bank of America. All account data made available through the Online Services Website is provided as a convenience and for your information, but it is not the official record of your account activity with Bank of America or Merrill; your applicable account statements remain such official record. We may also provide rich text versions of your paper account statements electronically that are not write- protected, may be readily modified, and are not to be considered the official account statements. Follow the normal account notification procedures to have corrections made to the account statements. Account data provided through the Online Services Website, except as noted otherwise, is updated as of the prior business day's close of business, but is subject to adjustment and correction.

4. Joint Accounts
Accounts, including joint accounts, may be eligible for linking. When Online Services Website are linked to one or more joint accounts, we may act on the verbal, written or electronic instructions of any authorized individual.

5. Communications
Due to the nature of the Internet, the limited security mechanisms associated with the Online Services Website and the inherent limitations of such mechanisms, Bank of America cannot ensure the privacy, security or authenticity of your communications with the Online Services Website. Accordingly, you must assess whether the use of the Online Services or the Internet is adequately secure to meet your particular needs. The use and storage of any information, including without limitation, the User ID, the Password, portfolio information, transaction activity, account balances, and any other information or orders available on your computer or mobile device, is at your own risk and is your sole responsibility.

Secure messaging from your Secure Inbox is provided to you through the Online Services Website only as a convenience and to enhance communications between you and your advisor or relationship team. Due to inherent limitations of Internet communications (such as reliability of delivery, timeliness, security), you agree that you will not use secure messaging to request, authorize or effect the purchase or sale of any securities or other investments, to send funds transfer instructions, or for any other financial transactions that require real time communication or more formal written authorization in accordance with applicable law or Bank of America policies. Any such requests, orders, or instructions that you send in contravention of the foregoing agreement will not be accepted and will not be processed by Bank of America. Bank of America will not be responsible for any loss or damage that could result from your requests, orders or instructions not being accepted or processed in accordance with the preceding sentence.

You also agree not to use email or text messaging to transmit any personal credit information (including credit card numbers), to give instructions to change or confirm your User ID, or to give Bank of America any time sensitive instructions. You acknowledge that Bank of America shall not be liable for any actions taken or any omissions to act as a result of any email or text message you send to Bank of America.

Notices and other communications delivered or mailed to the mailing address or the electronic mail address provided by you shall, until Bank of America has received notice in writing of any different address, be deemed to have been personally delivered to you whether actually received or not.

If you have consented to the Online Banking Electronic Communications Disclosure ("eCommunications Disclosure"), which allows us to provide you with account-related communications electronically, ("Communications"), by acknowledgment during the log-in process on the Online Services Website, during account enrollment and/or by transacting through an electronic signature process, you acknowledge that pursuant to this consent, we will deliver these Communications electronically by either posting the Communication to your Secure Inbox or to our Online Services Website, sending it to your email address or by other electronic means. You are responsible for providing us with a valid e-mail address to accept delivery of electronic Communications and you must notify us of any changes or updates to your email address. You agree that once we email or post the Communications within our Online Services Website, we have delivered the Communications to you in a form that you can retain. You have the option to view, save, or print PDF versions of your account documents from the Online Services Website via desktop, tablet or mobile device.

6. Description of Functionality for Internal Transfers & Withdrawals

Overview
You may use the Online Services to do the following:
  • Transfer available cash between eligible Private Bank Accounts on a one-time, non-recurring basis.
  • Make a request to your advisor or relationship team to execute a cash transfer between eligible Private Bank Accounts on a one-time, non-recurring basis.
  • Request a paper check from your eligible Private Bank Accounts on a one-time, non-recurring basis. Checks are typically mailed via the U.S. Postal Service within 3-5 business days.

If you have linked any of your Deposit Accounts to the Online Services Website, you may also be able to do the following:
  • Transfer cash between your linked Deposit Accounts on a one-time, non-recurring basis; such transfers are governed by Bank of America's Online Banking Service Agreement.
  • Transfer cash between your linked Deposit Accounts and your eligible Private Bank Accounts on a one-time, non-recurring basis.
  • Transfer cash between your eligible Private Bank Accounts and your linked Deposit Accounts on a one-time, non-recurring basis.

Some of the above services may not be available for certain accounts or clients. In certain cases, an internal transfer or withdrawal entered in the Online Services Website may require review by the Bank, which may approve or decline your request. If the request is declined, the transfer or withdrawal will not be completed.

The Bank may reject payment orders. The Bank will notify you of any rejection orally, electronically or in writing. If we send written notices by mail, we do so by the end of the next business day. We are not liable to you for the rejection or obligated to pay you interest for the period before you receive timely notice of rejection.

Applicability of Bank of America's Online Banking Service Agreement
You understand and agree that the use of the Online Services Website to make transfers between linked Deposit Accounts will be governed by Bank of America Online Banking Service Agreement ("Service Agreement") that you agreed to as an Online Banking customer. To view the most current version of the Service Agreement, log on to Online Banking at bankofamerica.com and access the Service Agreement link in the Customer Service section.

Transfers & Withdrawals Effect on Available Balance
Transfers between your eligible Private Bank Account or between a Deposit Account and an eligible Private Bank Account are immediately reflected in each account's available balance if submitted and processed prior to the business day cut-off of 8 pm Eastern Time. Transfers submitted after the 8 pm Eastern Time cut-off generally process and are reflected in your available balances at the beginning of the next business day.

The amount of any check request from an eligible Private Bank Account is immediately reflected in the account's available balance if submitted and processed prior to the business day cut-off of 8 pm Eastern Time. Check requests submitted after the 8 pm Eastern Time cut-off generally process and are reflected in your available balance at the beginning of the next business day.

All transfers and withdrawals from a Private Bank Account are subject to Bank of America Private Bank review and approval. Any such review may affect processing times.

Limitations and Dollar Amounts for Transfers & Withdrawals

  • Transfers from a linked Deposit Account to your eligible Private Bank Account may not exceed $1,000,000.00 per day or an aggregate weekly total of $5,000,000.00. Additional dollar limitations and verifications may apply.
  • Transfers from your eligible Private Bank Account to a Deposit Account may not exceed $500,000.00 per day or an aggregate weekly total of $2,500,000.00. Additional dollar limitations and verifications may apply.
  • Transfers between your eligible Private Bank Accounts may not exceed $500,000.00 per day or an aggregate weekly total of $2,500,000.00. Additional dollar limitations and verifications may apply.
  • Transfers between your linked Deposit Accounts may not exceed $9,999,999.99 on a one-time basis.
  • Check requests from your eligible Private Bank Accounts may not exceed $100,000.00 per day or an aggregate weekly total of $500,000.00. Additional dollar limitations and verifications may apply.

7. Wire Transfers

Overview
You may use the Online Services Website to send a one-time, non-recurring domestic wire transfer in U.S. dollars from your eligible Private Bank Account to (i) your accounts at other financial institutions, or (ii) to someone else's account at Bank of America or at other financial institutions, within the United States.

Wire transfers may not be available for certain accounts or clients. In certain cases, a wire transfer request that is entered in the Online Services Website may require review by the Bank, which may approve or decline your request. If the request is declined, the wire will not be processed.

Security Procedures
By enrolling in the Online Services Website and accessing it using your User ID and Password, and such other security and identification methods as we may require from time to time, such as security questions or one-time passcodes, you acknowledge and agree that this system includes security procedures for transfers initiated through this Service that are commercially reasonable. You agree to be bound by transfer instructions, whether authorized or unauthorized, which we implement in compliance with these procedures, unless you have given us prior notice of possible unauthorized use of your password and we had a reasonable opportunity to act on such notice.

Types of Wire Transfers

Type Sending Limits Fees Cutoff Times (ET)
Outbound Domestic Wire Transfer $99,999,999.99 Footnote 1 $0.00 Footnote 2 5:30 pm Footnote 3
Footnote 1All outbound domestic wire transfers may be subject to review and approval.
Footnote 2Wire transfer processing fees are waived unless otherwise noted through Online Services.
Footnote 3Any transfer that is submitted near or after the cutoff may be processed the start of the next business day.

Wire Transfer Rules
  • For domestic transfers, funds will generally be debited from your Private Bank Account on the business day you direct us to initiate processing of the transfer, and typically will be credited to the receiving account on the same business day, next business day or the business date that you request.
  • You will be required to provide identifying information on both the recipient and the recipient's bank (e.g. the bank's routing number) for each wire transfer request.
  • Bank of America cannot guarantee the timely delivery or return of funds as a result of the failure of another financial institution to act in a timely manner.
  • For each transfer, we will send a confirmation to you at the primary e-mail address associated with your Online Services Website profile and through your Online Services Secure Inbox. The confirmation will note the date and the amount of the transfer and the bank or institution to or from which the transfer was made. You agree to examine the confirmation promptly upon receipt and to notify us immediately of any discrepancy between the confirmation and your records. Bank of America will not be liable for interest compensation, as otherwise set forth in this Agreement, unless Bank of America is notified of the discrepancy within 30 days from the date of your receipt of the confirmation or your bank statement including the transfer, whichever is earlier. You acknowledge and agree that if a payment order relating to a transfer describes a beneficiary inconsistently by name and account number, payment might be made by the beneficiary's bank on the basis of the account number, even if it identifies a person different from the named beneficiary, and that your obligation to pay the transfer issued by you to us shall not be excused by such payment.
  • You agree that you will have sufficient available funds in the designated Private Bank Account to cover all outbound transfers on the date scheduled. If an account does not have sufficient available funds on the scheduled date, we may elect not to initiate one or more of the transfers. If we do elect to initiate the transfer, which may involve one or more attempts on subsequent business days, it may cause an overdraft in your account in which case you shall be liable for the overdraft and any overdraft fees, as set forth in your account agreement.
  • Bank of America hereby gives notice that same-Business Day domestic outbound transfers may be executed through Fedwire, a funds transfer system operated by the Federal Reserve Banks. With respect to payment orders relating to the transfer which are executed through Fedwire, Federal Reserve Regulation J and all applicable Federal Reserve operating rules shall govern the payment orders.

Canceling Wire Transfers
  • One-time immediate outbound domestic wire transfers that have been successfully submitted cannot be canceled.
  • One-time future-dated (scheduled) outbound domestic wire transfers typically can be canceled using the Online Services Website, or by contacting us, before 8 pm Eastern Time the business day prior to the requested transfer date. You acknowledge that Bank of America cannot guarantee cancelation in all circumstances.
  • If a transfer is returned by the receiving bank or beneficiary's bank for no fault of ours, we will credit your account for the returned amount. Furthermore, a returning bank and/or beneficiary's bank may assess charges for their services, which will be deducted from the amount returned to you.

Liability
  • This paragraph applies to Internal Transfers and Withdrawals as described in Section B.6 and Wire Transfers as described in Section B.7. If we fail or delay in making a transfer, including a wire transfer pursuant to your instructions, or if we make a transfer in an erroneous amount that is less than the amount per your instructions, unless otherwise required by law or as otherwise provided in this Agreement, our liability shall be limited to correcting the error. If we make a payment or transfer in an erroneous amount that exceeds the amount per your instructions, or if we permit an unauthorized payment or transfer, including a wire transfer after we have had a reasonable time to act on a notice from you of possible unauthorized use, unless otherwise required by law or as otherwise provided in this Agreement, our liability will be limited to a refund of the amount erroneously paid or transferred, plus interest thereon from the date of the transfer to the date of the refund, but in no event to exceed 60 days' interest. If we become liable to you for interest compensation under this Agreement or applicable law, such interest shall be calculated based on the average federal funds rate at the Federal Reserve Bank in the district where Bank of America is headquartered for each day interest is due, computed on the basis of a 360-day year. Unless otherwise required by law, in no event will Bank of America be liable to you for special, indirect or consequential damages including, without limitation, loss or damage from subsequent wrongful dishonor resulting from our acts or omissions or lost profits, even if we are advised in advance of the possibility of such damages. We shall not be liable for your attorney's fees, except as required by law.
  • You expressly agree that Bank of America shall be liable to you only for our negligent performance or non-performance of a transfer, including a wire transfer, and that our responsibility shall be limited to the exercise of reasonable and ordinary care. Unless otherwise required by law, Bank of America shall not be liable for any error or delay on the part of any third party or for any other act or omission of any third party, including without limitation third parties used by Bank of America in executing any payment order relating to a transfer or performing a related act, and no such third party shall be deemed to be our agent.

C. Technology

1. Account Data Access; User ID and Password; Safeguarding Credentials
The Online Services Website is delivered to you via the Internet using commercially available third-party web browsers. The Online Services Website permits you to view-only account data for your Private Bank Account and any other accounts that are linked for purposes of viewing on the Online Services Website. By using the Online Services Website, you represent on a continuing basis that you are authorized to have access to any account for which you and other linked account parties have requested linking of accounts.

When you are enrolled in the Online Services, by your advisor or relationship team, you will be provided with a User ID and temporary password, which you are thereafter required to replace with a new Password for the security of your account data and that of any other linked account parties.

Depending on your Private Bank Account type, you may be eligible to self-enroll in the Online Services Website. To see if your Private Bank Account is eligible for self-enrollment, log on to the Online Services Website , select the ‘Set Up Online Access' hyperlink in the Secure Log in box and enter the four (4) data points required for authentication.

Your initial login must be completed through the Online Services Website, not the Bank of America Private Bank Mobile Services application. You may change your User ID and Password in the Login Settings in the Security Center. You agree to safeguard the initial and any and all subsequent versions of your User ID and Password. Bank of America shall not be responsible for any breach of security caused by your failure to maintain the confidentiality of your User ID or Password. If you believe that someone has used your credentials, such as your User ID and Password, to access the Online Services Website without your authorization, please call your relationship manager immediately or contact the Online Help Desk:

Bank of America Private Bank: 1.800.878.7878 (available 24 hours a day, 7 days a week)
Bank of America Merrill Lynch Account Management Online: 1.800.992.8035
Monday - Friday 7:00 a.m. - 7:00 p.m. ET

2. Linking Accounts
When you first set up the Online Services Website, we will automatically link all of your owned, authorized and/or eligible Private Bank Accounts. If you open an additional eligible Private Bank Account at a later date, we typically link your new account to the Online Services automatically, unless you tell us not to do so. Any Deposit Account or Merrill account will not automatically be linked to the Online Services Website. You may be able to link your Deposit Accounts or Merrill accounts from the Online Services. Please contact us if you would like assistance with linking your eligible Deposit Accounts or Merrill accounts to the Online Services. Institutional Account Access and Account Management Online users are not eligible to link accounts.

3. User ID & Password Requirements
You must have a valid User ID and Password to log in to the Online Services.

You hereby agree to maintain your User ID and Password in strict confidence. You understand that you shall be solely responsible for all requests entered through the Online Services using your User ID and Password. Bank of America shall, at all times, rely upon and act in accordance with any instructions or inquiries, whether written, oral, electronic, or otherwise communicated to us using your User ID and Password.

You are responsible for providing and maintaining the communications equipment (including computers and modems) and telephone or alternative services required for accessing and using the Online Services and for all communications service fees and charges incurred by you in accessing the Online Services.

4. System Requirements
Clients are required to use a secure browser using SSL (Secure Sockets Layer) encryption capability with a 128-bit key. SSL is a cryptosystem that creates a secure environment for the transmission of information between your browser and Bank of America.

5. Email and Texts
By participating in the Online Services Website, you represent that you are the owner of the email address, mobile phone number, and/or other alias associated with your Online Services profile, or that you have the delegated legal authority to act on behalf of the owner of such email address, mobile phone number and/or other alias. You consent to the receipt of emails or text messages from us when making changes to your Online Services profile and/or when moving money through the Online Services.

You are responsible for any fees or other charges that your wireless carrier may charge for any related data, text or other message services, including without limitation for short message service.

You will immediately notify us if any email address or mobile phone number you have enrolled is (i) surrendered by you, (ii) inactivated or removed by your provider, or (iii) changed by you. For your security, if we notice changes to your email or mobile number, or we are unable to deliver notifications, we may delete it and notify you.

For security reasons, you should not send any personal or identifying information, including but not limited to account numbers, credit card numbers, Social Security numbers, and passwords via Internet email or text messages. Bank of America will not be responsible for any loss or damage that could result from interception by third parties of any information you send via email or text messaging.

6. Virus Protection
You agree that Bank of America is not responsible for any electronic virus that you may encounter. We encourage you to routinely scan your PC and devices using any reliable virus protection product to detect and remove any viruses found and to always keep your software up to date. Undetected or unrepaired, a virus may corrupt and destroy your programs, files, and even your hardware.

7. Hyperlinks
Bank of America may make available links from the Online Services Website to other, third-party websites or electronic services providers that are not affiliated with Bank of America. Bank of America does not control these other websites or services, and makes no representations or endorsements whatsoever concerning those websites or services. The fact that Bank of America has provided a link to a third-party website is not an endorsement, authorization, sponsorship, or affiliation with respect to such website, its owners, or its providers. There are risks in using any information, software, service or product found on the Internet, and Bank of America cautions you to make sure you understand these risks before retrieving, using, or relying upon anything via the Internet. You agree that under no circumstances will you hold Bank of America liable for any loss or damage caused by use of or reliance on any content, goods or services available on such other websites.

8. Optional Bank of America Private Bank Mobile Services
To use the Bank of America Private Bank Mobile Service, you must already be enrolled in the Online Services Website and have a mobile phone or wireless device with internet access. You will also need to download the Bank of America Private Bank Mobile Services application ("Mobile Services app") to your mobile phone or wireless device. There is no charge by Bank of America for using the Bank of America Private Bank Mobile Services. However, you may be charged fees by a third-party depending on your service plan with that third-party. Please check with your mobile service provider for details on its fees. In the future, we may modify the features of the Bank of America Private Bank Mobile Services and/or change the terms and conditions of use without prior notice to you.

Please note that some of the Online Services Website features and functions may not be available through the Mobile Services app. The Mobile Services app is not eligible for Institutional Account Access and Account Management Online users.

Neither Bank of America nor its service providers can always foresee or anticipate technical or other difficulties related to Bank of America Private Bank Mobile Services. These difficulties may include but are not limited to loss of data, personalization settings, service and/or access interruptions.

Bank of America does not have responsibility or liability for the operation, security, functionality or availability of any mobile or wireless device or mobile network that you utilize to access Bank of America Private Bank Mobile Services.

Information about your account that is made available through Bank of America Private Bank Account Access may not be available via the Bank of America Private Bank Mobile Services app, may be described using different terminology, or may be more current than the information available via the Bank of America Private Bank Mobile Services, including but not limited to account balance information. Additionally, you agree that Bank of America will not be liable for any errors or delays in the transmission of content via your mobile device or any of your actions taken in reliance thereon.

Erica is Bank of America’s virtual financial assistant (a bot) that provides automated responses to your questions. We keep a record of your conversations with Erica for quality assurance, to maintain an accurate account of your requests, identify opportunities to make Erica's responses more helpful and ensure Erica's performance is optimal. When you interact with Erica by voice, the discussions are recorded and saved for 90 days so they can be analyzed to help refine listening skills. You acknowledge that once you invoke the microphone in a session, Erica may capture, record, and transcribe other voices in addition to yours, and may continue recording for a period of time (up to 15 seconds) unless you close Erica or log out of the mobile app.

D. Other Terms and Conditions

1. Your Rights and Responsibilities
Bank of America grants you a non-exclusive, non-transferable, limited right to access, use and display the Online Services Website and the materials provided thereon, provided that you comply fully with this Agreement. The contents of the Online Services’ site are only for your personal, non-commercial use. You agree not to interrupt or attempt to interrupt the operation of the website in any way.

You agree to maintain your hardware and software (including encryption levels) at the minimum standards required by Online Services and to upgrade them when notified of future requirement changes. It is your responsibility to keep your User ID and Password secret from all others and to provide written notice to Bank of America if you wish any individuals to be provided with auxiliary access to your account information (e.g., other family members, a third-party money manager, etc.). You are responsible for all statements made and acts or omissions that occur while your User ID is being used, whether that use has been authorized by you or not. Moreover, you agree:

  • Never to leave your account information displayed in an area accessible by others.
  • Never to leave your PC or mobile device unattended while using Online Services.
  • To notify your advisor or relationship manager if you suspect that your User ID and/or password has become known to any unauthorized person.
  • Not to post, transmit, or otherwise distribute to the website any material containing any solicitation of funds, advertising, or solicitation for goods or services.

The information that you access directly from our system may change after audits or corrections by Bank of America.

2. The Online Services Hours
The Online Services are available 365 days a year and 24 hours a day, except during system maintenance and upgrades. When this occurs, a message will be displayed on-line when you sign on to the Online Services. Note that account information may not be updated during Bank Holidays, in addition to NYSE closures and holidays. In order to update account information and perform system maintenance, some or all of the Online Services may be unavailable for certain periods of time each month.

For technical assistance regarding the Online Services, contact our Online Help Desk at the appropriate number below:

Bank of America Private Bank: 1.800.878.7878 (available 24 hours a day, 7 days a week)
Bank of America Merrill Lynch Account Management Online: 1.800.992.8035
Monday - Friday 7:00 a.m. - 7:00 p.m. ET

3. Amendment of Terms
We may add, delete or change the terms of this Agreement at any time. We will inform you of changes when legally required and will try to inform you of the nature of any material changes even when not legally required to do so. We may communicate changes by either mail, email or a notice on our Online Services Website and will make the updated terms available on our Online Services Website. You agree that by continuing to use the Online Services after the date that changes are posted to our Online Services Website, such changes will be effective for transactions made after that date, whether or not you access the Online Services Website or otherwise receive actual notice of the changes. If you do not agree with a change, you may discontinue using the Services.

4. Termination of Services
Bank of America may cancel your access to the Online Services for any reason, at any time. We will try to notify you in advance, but you agree that we are not obligated to do so.

You may cancel your service at any time by notifying us in writing, via the Online Services Secure Inbox, or by calling your advisor or relationship team. This cancellation applies only to the Online Services and would not otherwise terminate any other Bank of America relationship you have, including the underlying accounts.

5. Copyright and Trademarks
All materials on the Online Services Website, including without limitation text, images, software, audio and video clips, databases, and services (collectively, the "content"), are owned or controlled by Bank of America (except as otherwise noted in this Agreement or on the Online Services), which retains all right title, and interest in and to the content. The Online Services Website and content are protected by the copyright and trademark laws of the United States and other countries, international conventions, and other applicable laws.

You agree not to use any trademarks, service marks, names, logos, or other identifiers of Bank of America or its employees, licensors, independent contractors, providers and affiliates (collectively, "affiliates") without the prior written permission of Bank of America or the relevant affiliate. In addition, you may not use our trademarks:

  • in, as, or as part of, your own trademarks or those of any third- parties;
  • to identify products or services that are not those of Bank of America;
  • a manner likely to cause confusion; or
  • in a manner that implies inaccurately that Bank of America sponsors or endorses or is otherwise connected with, your own activities, products and services or those of third-parties.

6. Potential Disruption of Service
Access to Online Services may from time-to-time be unavailable, delayed, limited or slowed due to, among other things:

  • hardware failure, including among other things failures of computers (including your own computer), servers, networks, telecommunication lines and connections, and other electronic and mechanical equipment;
  • software failure, including among other things, bugs, errors, viruses, configuration problems, incompatibility of systems, utilities or applications, the operation of firewalls or screening programs, unreadable codes, or irregularities within particular documents or other content;
  • overload of system capacities;
  • damage caused by severe weather, earthquakes, wars, insurrection, riots, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown or natural disasters;
  • interruption (whether partial or total) of power supplies or other utility of service;
  • strike or other stoppage (whether partial or total) of labor;
  • governmental or regulatory restrictions, exchange rulings, court or tribunal orders or other human intervention; or
  • any other cause (whether similar or dissimilar to any of the foregoing) whatsoever beyond the control of Bank of America.

E. Disclaimer of Warranties, Limitation of Liability and Indemnification

1. Disclaimer of Warranties

EXCEPT AS OTHERWISE PROVIDED HEREIN, AND SUBJECT TO APPLICABLE LAW, NEITHER WE NOR OUR VENDORS, INCLUDING OUR OR THEIR OWNERS, DIRECTORS, OFFICERS OR AGENTS, MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE ONLINE SERVICES. WE AND OUR VENDORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SERVICES DESCRIBED OR PROVIDED. NEITHER WE NOR OUR VENDORS, INCLUDING OUR OR THEIR OWNERS, DIRECTORS, OFFICERS OR AGENTS, WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. FOR PURPOSES OF THIS AGREEMENT, "VENDOR(S)" MEANS ANY THIRD-PARTY SERVICE PROVIDER, NETWORK OR PARTNER FINANCIAL INSTITUTION WE MAY ENGAGE TO PERFORM FUNCTIONS FOR US UNDER THIS AGREEMENT.

NEITHER WE NOR OUR VENDORS, INCLUDING OUR OR THEIR OWNERS, DIRECTORS, OFFICERS OR AGENTS, WARRANT THAT THE WEB SITE, OR THE SERVER THAT MAKES THEM AVAILABLE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS.

2. Limitation of Liability

EXCEPT AS OTHERWISE PROVIDED HEREIN, AND SUBJECT TO APPLICABLE LAW, IN NO EVENT WILL WE OR OUR VENDORS, INCLUDING OUR OR THEIR OWNERS, DIRECTORS, OFFICERS OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF (I) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE ONLINE SERVICES; (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICES DESCRIBED OR PROVIDED, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (IV) ANY OTHER MATTER RELATING TO THE ONLINE SERVICES DESCRIBED OR PROVIDED, EVEN IF WE OR OUR VENDORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE ONLINE SERVICES OR WITH THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

FURTHER, WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR FAILURE TO EXECUTE ANY TRANSFER OR PERFORM A RELATED ACT IF SUCH FAILURE IS DUE TO CAUSES OR CONDITIONS BEYOND OUR REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, STRIKES, RIOTS, INSURRECTION, WAR, MILITARY OR NATIONAL EMERGENCIES, ACTS OF GOD, NATURAL DISASTERS. FIRE, OUTAGES OF COMPUTERS OR ASSOCIATED EQUIPMENT, QUARANTINES, PANDEMICS. OR FAILURE OF TRANSPORTATION OR COMMUNICATION METHODS OR POWER SUPPLIES.

IN THOSE STATES WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES MAY NOT APPLY, ANY LIABILITY OF US OR OUR VENDORS, INCLUDING OUR OR THEIR OWNERS, DIRECTORS, OFFICERS AND AGENTS IN THOSE STATES IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED ONE HUNDRED DOLLARS ($100.00).

3. Indemnification

You acknowledge and agree that you are personally responsible for your conduct while using the Online Services, and except as otherwise provided in this Agreement, you agree to indemnify, defend and hold harmless us, our vendors, including our or their owners, directors, officers, agents from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorney's fees, resulting from or arising out of your use, misuse, errors, or inability to use the Online Services, or any violation by you of the terms of this Agreement or your breach of any representation or warranty contained in this Agreement.

The provisions of Sections E. 1, 2, and 3 shall survive termination of this Agreement.

F. Reservation of Rights
If any provision of this Agreement is held to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination shall not affect the validity of the remaining provisions of this Agreement.

Bank of America's failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on Bank of America's part to exercise any power or right given to Bank of America in this Agreement, or a continued course of such conduct on Bank of America's part shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other future exercise. All rights and remedies given to Bank of America in this Agreement are cumulative and not exclusive of any other rights or remedies which Bank of America otherwise has at law or equity.

Bank of America Private Bank operates through Bank of America, N.A., and other subsidiaries of Bank of America Corporation ("BofA"). U.S. Trust Company of Delaware is an indirect wholly owned subsidiary of BofA. Institutional Investments & Philanthropic Solutions ("II&PS") is part of Bank of America Private Bank.

Bank of America Merrill Lynch is a marketing name used by several BofA businesses, including, but not limited to, the Retirement Services business and II&PS.

Merrill Lynch Wealth Management makes available products and services offered by Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") and other subsidiaries of BofA.

Banking and fiduciary activities are performed by wholly owned banking affiliates of BofA, including Bank of America, N.A. Brokerage services may be performed by wholly owned brokerage affiliates of BofA, including MLPF&S. Banking products are provided by Bank of America, N.A., Members FDIC and wholly owned subsidiaries of BofA.

Investment products:

Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value
MLPF&S is a registered broker-dealer, member FINRA and SIPC, and a wholly owned subsidiary of BofA.

MLPF&S and Bank of America, N.A. make available investment products sponsored, managed, distributed or provided by companies that are affiliates of BofA.

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