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Before
using the website, you should carefully read the
following Terms and Conditions. The MTBIA website
is provided for information purposes only.
This Agreement ("Agreement")
describes the terms and conditions on which you
are allowed access and use the MTBIA Website and
various other related web pages and sites (collectively,
the "Website") operated by the MTB Investment
Advisors ("MTBIA"), a subsidiary of
Manufacturers and Traders Trust Company) (collectively,
"we", "our" or "us").
Your use of the Website constitutes your agreement
to all such terms, conditions, and notices. If
you do not agree to abide by these terms and conditions,
do not use the Website. Additionally, some of
the web pages on the Website may provide services,
features or offers under their own terms and conditions
of use and you agree to comply with such terms
of use in your use of those services. In the event
of a conflict, the additional terms and conditions
will govern for those sections or pages.
1. LIMITED
LICENSE. We grant you a non-exclusive,
non-transferable, limited license to access, use
and display the Website and the content and materials
thereon ("Content") and any software
that may be necessary to access or use the Website.
You acknowledge and agree that the Content presented
to you through the Website is protected by copyright,
trademark, patent or other proprietary rights
and laws. The Website and Content are provided
only for your personal, non-commercial use. You
are also granted a limited license to print copies
of any Content posted at the Website, but only
for your personal, non-commercial use. Except
as provided above, all rights are reserved. Use
of any of our trademarks as metatags on other
Web sites also is strictly prohibited. You may
not display the Website, or any portion thereof,
in frames (or any of the Content via in-line links)
without our express written permission.
2. DISCLAIMERS. WE
ARE NOT RESPONSIBLE FOR ANY INACCURACIES, ERRORS
(INCLUDING TYPOGRAPHICAL ERRORS) OR OMISSIONS,
OR FOR THE RESULTS OBTAINED FROM THE USE OF THE
SITES OR THE CONTENT. THE SITES, ALL CONTENT AND
ANY OF THE SERVICES INCLUDED IN OR AVAILABLE THROUGH
THE SITES ARE PROVIDED "AS IS" AND "AS
AVAILABLE", WITH NO GUARANTEE OF COMPLETENESS,
ACCURACY (EITHER WHEN POSTED OR WITH THE PASSAGE
OF TIME), TIMELINESS OR OF THE RESULTS OBTAINED
THEREFROM, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES
OF TITLE, NON-INFRINGEMENT, PERFORMANCE, MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE OR USE. IN
ADDITION, M&T MAKES NO REPRESENTATIONS, WARRANTIES
OR GUARANTEES THAT THE SITES WILL BE SECURE, ACCESSIBLE
CONTINUOUSLY AND WITHOUT INTERRUPTION, OR ERROR
FREE. YOU AGREE THAT UNDER NO CIRCUMSTANCE WILL
WE OR OUR AGENTS, OFFICERS OR EMPLOYEES THEREOF
BE RESPONSIBLE FOR OR LIABLE TO YOU OR ANYONE
ELSE FOR: ANY CONTENT CONTAINED ON OR OMITTED
FROM THE SITES; ANY PERSON'S RELIANCE ON ANY SUCH
CONTENT, WHETHER OR NOT THE CONTENT IS COMPLETE,
CURRENT OR CORRECT; ANY VIRUSES OR DEFECTS THAT
MAY BE FOUND TO EXISTS IN THE SITES, THE CONSEQUENCES
OF ANY DECISION YOU OR ANY OTHER PERSON TAKES
OR FAILS TO TAKE WHETHER OR NOT BASED ON CONTENT
PROVIDED BY OR RESULTING FROM USE OF THE SITES.
THE CONTENT, AND ANY ADVICE RECEIVED VIA THE SITES,
IS NOT INTENDED, AND SHOULD NOT BE RELIED UPON,
FOR PERSONAL, LEGAL, TAX OR FINANCIAL DECISIONS
AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL
FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE
SITES, OR WITH ANY OF THESE TERMS OF USE, YOUR
SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING
THE SITES.
3. LIMIT ON DAMAGES. WE, OUR
AGENTS, OFFICERS OR EMPLOYEES AND AFFILIATES,
SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS
OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS,
NOR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL
OR EXEMPLARY DAMAGES OF ANY KIND, WHETHER UNDER
THIS AGREEMENT OR OTHERWISE ARISING IN ANY WAY
IN CONNECTION WITH THE WEBSITE, THE SOFTWARE OR
THE CONTENT OR ANY SERVICES PROVIDED THROUGH THE
WEBSITE REGARDLESS OF WHETHER SUCH CLAIM ARISES
UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY
OR OTHERWISE AND REGARDLESS OF WHETHER WE ARE
ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES,
SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY
TO YOU.
4. LINKS TO
THIRD PARTY SITES. As a convenience to
you, we may provide links to Web sites operated
by others ("Linked Website"). Linked
Websites are not under our control and we are
not responsible for the contents thereon. If you
use a Linked Website, you will leave the Website
and you do so at your own risk. It is your responsibility
to take all protective measures to guard against
viruses or other destructive elements and understand
the privacy policies of the Linked Website. We
make no warranty or representation regarding,
and do not endorse, any Linked Website or the
information appearing thereon or any of the products
or services described thereon.
5. Privacy. Use of the Website
is governed by the MTBIA Privacy Policy and Internet
Privacy policy. Click here to learn more about
the information we collect from cookie files.
Click here
for the MTBIA Privacy Policy.
6. Indemnity. You agree to indemnify
M&T and its directors, officers and employees
against any liabilities, losses, expenses or other
costs M&T incurs arising from a breach of
any of the terms hereof by you and for the content
of any message sent using the Email Service.
7. Suspension and Termination.
We reserve the right, in our sole discretion,
to modify, terminate and/or suspend your access
to the Website, the related services and this
Agreement or any portion thereof at any time,
without notice. We may also impose limits on certain
features and services or restrict your access
to parts or the entire Website without notice
or liability. We may also, in our sole discretion,
and at any time discontinue providing the Website,
or any part thereof, with or without notice.
8. Amendments; Modifications.
We reserve the right, in our sole discretion,
to change, modify, add or remove any portion of
this Agreement in whole or in part, at any time,
by posting the amended terms on the Website. The
new terms shall automatically be effective and
binding on you 30 days after they are initially
posted on the Website. Your continued use of the
Website after any changes to this Agreement are
posted will be considered acceptance of those
changes. This Agreement may not otherwise be amended.
9. Governing Law. This Agreement
is governed by the laws of the State of New York,
U.S.A, without regard to its principles of conflict
of laws. The Website is not intended for distribution
to, or use by, any person or entity, or any jurisdiction
or country where such distribution or use would
be contrary to local law or regulation, would
subject us or any of our affiliates to any liability
or would not give effect to all of the provisions
in this Agreement.
10. Use For Illegal Activities Prohibited.
It is prohibited to use the Website in violation
of the terms herein, in any manner which could
damage, disable, interrupt, overburden, or impair
the Website or interfere with any other party's
use and enjoyment of the Website or for any illegal
activities. Illegal activities include, but are
not limited to, tampering with information data
bases and software, unauthorized entry to other
networks or computers, trafficking in illegal
products or substances, disobeying trade restrictions,
violating civil rights laws or knowledgeable vandalism
or destruction of online files. You shall comply
with all applicable laws, statutes, ordinances
and regulations regarding your use of the Website
including U.S. export laws and regulations, which
regulate the distribution of materials and services
originating in the United States.
11. Agreement To Arbitrate. All
disputes relating to this Agreement, use of the
Website or the Content or the services provided
hereunder shall be subject to final and binding
arbitration, with the losing party paying all
costs of arbitration. Any arbitration relating
to this Agreement shall be held in Erie County
New York, under the rules of the American Arbitration
Association.
12. Complete Agreement/No Representations.
This Agreement constitutes the entire agreement
between you and us relating to your access to
and use of the Website and supersedes any prior
or contemporaneous representations or agreements,
whether electronic, oral or written. Our failure
to insist at any time upon strict compliance with
any term of this Agreement, or any delay or failure
on our part to exercise any power or right given
to us in this Agreement, or a continued course
of such conduct on our 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 us in this Agreement are cumulative and not
exclusive of any other rights or remedies, which
we otherwise have at law or equity. Any rights
not otherwise expressly granted by this Agreement
are reserved by us. Captions are for convenience
only. If any part of this Agreement is determined
to be invalid or unenforceable pursuant to applicable
law including, but not limited to, the warranty
disclaimers and liability limitations set forth
above, then the invalid or unenforceable provision
will be deemed superseded by a valid, enforceable
provision that most closely matches the intent
of the original provision and the remainder of
the agreement shall continue in effect. The provisions
of this Agreement which expressly or by implication
are intended to survive its termination or expiry
will survive and continue to bind both of us.
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