Rules and Regulations (USER AGREEMENT)

User Agreement

For Access to Key World Wide Web Site
KeyCorp and its subsidiaries (collectively called "Key") require that all visitors (collectively called "User") to its site(s) on the World Wide Web (the "Site") adhere to the following rules and regulations, and such other service agreements, if any, required by Key for specific services or products (the "Service Agreements"). By accessing the Site, User indicates User's acceptance of and agreement to these terms and conditions, as amended, and each amendment thereto from time to time by Key (the "Web Site Rules").

1. SERVICES, MATERIALS AND PRODUCTS.
Key may provide or make available to User various financial, insurance, and investment services and information services (the "Services") and other Materials and Products, and related data available through the Site, or by linkage to other Internet sites, either directly or indirectly by various third party providers (the "Third Party Providers"). However, neither Key nor Third Party Providers can guarantee the Service, Products, or Materials (as defined in Section 5 below). There may be delays, omissions, or inaccuracies in any Product, Material or Service.

2. BANKING SERVICES.
Deposit products and lending accounts and services are generally provided by either KeyBank National Association or Key Bank USA, National Association, (collectively called "KeyBank"), members FDIC and Equal Opportunity Lenders.

3. INVESTMENT PRODUCTS.
Nondeposit investment products are made available through Key Investment Services LLC, member NASD/SIPC, KeyCorp companies, and through the following insurance agencies which are affiliated with KeyBank: KeyCorp Insurance Agency, Inc. in New York and California, KeyCorp Insurance Agency USA Inc. and KIA (Ohio) Agency, Inc. in Ohio only. Key Investment Services LLC and the insurance agencies listed above are not banks and are separate entities from KeyBank. When User buys insurance or securities through these companies, User is doing business with these entities and not KeyBank. KeyBank cannot require User to purchase insurance from a particular agency or with a particular insurer. Before purchasing a policy of insurance, User should compare information obtained from two or more agents. User has the right to obtain insurance from the agent of User's choice, and User's decision will not in any way affect a KeyBank credit decision.

Securities (including mutual funds), insurance products, and annuities are not bank deposits and are not FDIC insured, nor are they obligations of or guaranteed by Key Investment Services, KeyBank, KeyCorp, or their subsidiaries. The securities, insurance products, and annuities involve investment risks, including the possible loss of the principal amount invested.

The information herein is not an offer to sell, or to solicit an offer to purchase, any securities by anyone in any jurisdiction in which such offer or solicitation is not authorized, or in which Key Investment Services LLC and/or the KeyCorp insurance agencies may not be qualified or registered to do so, or to anyone in any jurisdiction outside of the United States.

4. MARKETPLACE; INTERNET ALLIANCES.
Key may from time to time establish on its Site one or more internet malls or market places, or links to Key's alliance partners and co-branded internet web sites, at which Key may display hypertext links, icons and/or Marks of various merchants, suppliers, and other unrelated companies selected by Key ("Vendors") and their respective Services, Products and Materials. Key shall not be considered an agent of any Vendor or Third Party Provider, and Key shall have no responsibilities nor liabilities to any Third Party Provider, Vendor, or other person regarding any action, omission, or warranty of any kind concerning any Vendor or Third Party Provider, or such party's Products, Services, or Materials. Key does not endorse, and shall have no obligation or liability concerning, such Vendor's or Third Party Providers' delivery, or non-delivery, of their respective Services, Products and Materials, or the accuracy, completeness or timeliness thereof.

5. GENERAL DISCLAIMER.
Key does not represent or endorse the accuracy or reliability of any information, content or advertisements (the "Materials") contained on, distributed through, or linked, downloaded or accessed from the Site, except as otherwise expressly stated in any applicable Service Agreement, nor the quality of any Software or other products, information or other materials displayed, purchased, or obtained by User as a result of any advertisement or any information or offer in or in connection with the Service or the Site (the "Products"). User acknowledges that any reliance upon any Service, Product, or Material shall be at User's sole risk, except as otherwise required by applicable consumer protection law. Key reserves the right, in its sole discretion and without any obligation, to correct any error or omission in any portion of any Service, Product, or Material.

6. SOFTWARE LICENSE.
The software and documentation provided to User by Key and/or Key's software suppliers and any enhancements, modifications or revisions (the "Software") are protected under U.S. and international copyright laws. The Software is licensed to User for use only (i) in conjunction with the Internet access services provided by Key and (ii) in accordance with this Agreement. User may (a) use the Software on any single computer or on a second computer so long as only one (1) copy of the Software is used at a time; (b) use the Software on a computer network, provided that each person permitted access to the Software through the network has obtained a license for the Software; and (c) make one (1) copy of the software for archival purposes, provided the copy must contain all of the proprietary and legal notices or labels contained in the Software as provided by Key and/or Key's Software suppliers. User may not (except to the extent applicable law expressly prohibits the following restrictions): (i) permit others to use the Software except in accordance with the terms of this Agreement; (ii) permit concurrent use of the Software on more than one computer except as specifically permitted; (iii) modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software or permit others to do so; (iv) copy the Software other than as specified; (v) rent, lease, grant a security interest in, or otherwise transfer rights in the Software; (vi) remove or modify any proprietary or legal notices or labels in the Software; or (vii) export or re-export any portion of the Software (x) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country to which the United States of America ("U.S.A.") has embargoed exports of goods or (y) to anyone on the U.S.A. Treasury Department's list of Specially Designated Nationals or the U.S.A. Commerce Department's Table of Denial Orders.

Key and its Software suppliers retain all title, rights (including, without limitation intellectual property rights) and interest in the Software, except as expressly licensed in this Agreement. Key may, at any time in its sole discretion, provide User with an upgrade of the Software. However, nothing in this Agreement grants User any right to receive any enhancement, upgrade or update of the Software. User may not use a previous version of the Software after User have received an upgraded version. Unless Key indicates otherwise in providing an update of the Software, the terms of this Agreement shall apply to any upgrade, enhance, or update of the Software.

7. EXPORT CONTROLS; U.S.A. GOVERNMENT USERS.
By downloading or using the Software, User represents and warrants that User is not located in, under the control of, or a national or resident of any such country or on any such list described in clauses (x) or (y) of Section 3 above. If the Software is identified as a not-for-export product (for example, on the box or media or in a message displayed during the installation process), then, unless User has any exemption from the United States Department of State, the following applies: THE SOFTWARE AND ANY UNDERLYING TECHNOLOGY MAY NOT BE EXPORTED OUTSIDE THE UNITED STATES OR TO ANY FOREIGN ENTITY OR "FOREIGN PERSON" AS DEFINED BY U.S. GOVERNMENT REGULATIONS, INCLUDING WITHOUT LIMITATION, ANYONE WHO IS NOT A CITIZEN, NATIONAL OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES. BY DOWNLOADING OR USING THE SOFTWARE, USER AGREES TO THE FOREGOING AND USER REPRESENTS AND WARRANTS THAT USER IS NOT A "FOREIGN PERSON" OR UNDER THE CONTROL OF A "FOREIGN PERSON." User represents and warrants that User is not acquiring the license granted hereunder on behalf of a U.S. government agency and User acknowledges and agrees that the license granted hereunder is not being acquired pursuant to a U.S. government contract or using the software developed with U.S. government funds.

8. COPYRIGHT & TRADEMARKS.
The trademarks, logos and service marks ("Marks") displayed on the Site are the property of Key and other parties. Users are prohibited from using any Marks without the written permission of Key or such third party which may own the Marks. All content displayed or available through the Site is protected by copyright. Users are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works, or using any content on the Site for any commercial, public, or unlawful purpose.

9. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.
Pursuant to Title 17, United States Code, Section 512c(2), notifications to Key of claimed copyright infringement should be sent to the Service Provider's Designated Agent. See Notice and Procedure for Making Claims of Copyright Infringement.

10. TRANSMISSION OF DATA.
User acknowledges and agrees that by providing Key with any personal or proprietary User information through the Site, User-related consents to the transmission of such personal or proprietary User-related information to Key, its agents and processors over state and international borders as necessary for processing in accordance with Key's standard business practices.

11. LINKED INTERNET WEB SITES.
Key has provided these internet links for User convenience. Key does not endorse or accept responsibility for any such web site. Key makes no representations about any web site User may access through Key's Site. Any web site linked to this Site is independent from Key. As a result, Key has no control over the Products, Services, Materials, or other information contained in or available through these third party web sites. The quality and dependability of these third party web sites may vary as they are updated or altered. Access to any other web sites linked to the Site is at the User's own risk.

12. POSTINGS.
In connection with message boards or chat rooms on the Site, Key is under no obligation to review any messages, information or content ("Postings") posted on the Site by Users, and Key assumes no responsibility or liability relating to any such Postings. Notwithstanding the above, Key may from time to time monitor the Postings on the Site and in good faith may decline to accept and/or remove any Postings for any reason.

13. DISCLOSURE OF ACCOUNT OR PERSONAL INFORMATION TO THIRD PARTIES.
Key maintains procedures designed to protect confidential information about User and User's use of any Materials, Accounts and Services. Please refer to Key's Privacy Policy posted on its Site for more information on Key's use of User's personal information and account information provided to or held by Key.

14. NO WARRANTIES.
USER AGREES THAT KEY, ANY THIRD PARTY PROVIDER, AND ANY VENDOR SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, FOR THE ACCURACY OR TIMELINESS OF THE SERVICE OR PRODUCT OR THE ACCURACY, TIMELINESS, COMPLETENESS OR CORRECT SEQUENCING OF THE MATERIALS, OR FOR ANY DECISION MADE OR ACTION TAKEN BY USER IN RELIANCE UPON THE PRODUCTS, MATERIALS OR THE SERVICE, OR FOR INTERRUPTION OR DELAY OF ANY DATA, MATERIAL, OR ANY OTHER ASPECT OF THE SERVICE. THIS SERVICE AND ALL PRODUCTS AND MATERIALS ARE PROVIDED "AS IS". THERE IS NO WARRANTY THAT ANY SERVICE, PRODUCTS, MATERIALS OR OTHER CONTENT AVAILABLE ON OR THROUGH THIS WEB SITE, OR KEY'S COMPUTER SYSTEM WILL FULFILL ANY OF USER'S PARTICULAR PURPOSES OR NEEDS. THERE IS NO IMPLIED WARRANTIES OF MERCHANTABILITY OR QUALITY, FITNESS FOR A PARTICULAR USE, OR ACCURACY OF INFORMATION CONTENT, AND NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS OR MATERIALS, OR ANY ASPECT OF THE SERVICE (INCLUDING, BUT NOT LIMITED TO, INFORMATION ACCESS AND ORDER EXECUTION), EVEN IF KEY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, LIABILITY ASSOCIATED WITH ANY VIRUSES, WHICH MAY INFECT A USER'S COMPUTER EQUIPMENT OR RELATED SOFTWARE.

15. LIMITED LIABILITY.
IN NO EVENT SHALL KEY, ANY THIRD PARTY PROVIDER, OR ANY VENDOR BE LIABLE TO USER OR ANYONE ELSE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, TRADING LOSSES OR DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE MATERIALS, PRODUCTS, OR SERVICE) ARISING OUT OF OR RELATED TO THESE WEB SITE RULES OR ANY APPLICABLE SERVICE AGREEMENT, EVEN IF KEY OR SUCH THIRD PARTY PROVIDER OR VENDOR HAS BEEN ADVISED OF OR IS OTHERWISE AWARE OF THE POSSIBILITY THEREOF, EXCEPT AS LIMITED BY APPLICABLE LAW. THE MAXIMUM AGGREGATE LIABILITY OF THE KEY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OR CAUSE OF ACTION, SHALL BE THE LESSER OF THE AMOUNT USER ORIGINALLY PAID FOR THE SERVICE, PRODUCTS OR MATERIALS OR ONE HUNDRED US DOLLARS (US$100). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO USER. NO ACTION REGARDLESS OF FORM ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY USER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

16. INDEMNITY.
User agrees to indemnify, defend and hold Key and its Third Party Providers and Vendors harmless from and against any and all claims, losses, liability, cost, and expenses (including, but not limited to, reasonable attorneys' fees) arising from User's violation or breach of these Web Site Rules, any Service Agreement, any third party's rights, including, but not limited to, copyrights, proprietary and privacy rights, or any applicable federal, state or local law, regulation or ordinance. User's obligations under this Section will survive the termination of these Web Site Rules, any applicable Service Agreement, or any Services.

17. TERMINATION OF SERVICE.
Key reserves the right to deny or terminate User's access to or use of the Site, any Service, Product, or Material, or any portion thereof, in Key's sole discretion, without notice and without limitation, for any reason whatsoever, including, but not limited to, User's breach of any provision of these Web Site Rules or any applicable Service Agreement or discontinuance of Key's access to any Product or Material. In the event of any such termination by Key, Key shall have no liability to User.

18. CHANGE IN WEB SITE RULES.
Key reserves the right to revise these Web Site Rules at any time, effective upon sending a notice of the changes to User's postal or e-mail address maintained in Key's records, or at Key's option by posting the revised Web Site Rules on the Site, and User is deemed to be apprised of and bound by any changes to these Web Site Rules unless User notifies Key of User's objection to and refusal to accept the changes by sending writing notice of such objection to Key at Key at: Key Services, P.O. Box 94766, Cleveland, Ohio 44101-4766 and include User's name as it appears on User's Account, social security number, Account number, telephone number, and sign and date User's correspondence. However if User continues to access or use the Key Web Site, or any Service, Product or Material, such action shall constitute User's acceptance and agreement to the changes in the Key Web Site Rules, notwithstanding any written notice of objection to the contrary.

19. GOVERNING LAW: UNLAWFUL ACTIVITIES PROHIBITED.
This Site (excluding linked sites) is controlled by Key from its offices within the state of Ohio, United States of America. By accessing this Site, User and Key agree that all matters relating to User's access to, or use of, this Site shall be governed by the statutes and laws of the State of Ohio, and the federal laws of the U.S.A., without regard to the conflicts of laws principles thereof. 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 expressly excluded and shall not apply.

Key makes no representation that Products, Materials or Services available on this Site are lawful, appropriate or available for use in locations outside Ohio, and accessing them from territories where the same or their content is illegal is prohibited. Any User who chooses to access this Site from other locations does so on User's own initiative and is responsible for compliance with local laws. If the User uses the Site or the Services or Products for any unlawful or illegal purpose, User must promptly reimburse Key for all losses, costs and expenses incurred by Key as a result of such use.

20. JURISDICTION AND VENUE.
User and Key also agree and hereby submit to the exclusive personal jurisdiction and venue of the State courts in Cuyahoga County, Ohio, and the United States District Court for the Northern District of Ohio, Eastern Division, with respect to all matters relating to User's access to or use of this Site or any Product, Material or Service. The parties consent to such jurisdiction and venue.

21. ADDRESSES; NOTICES
User agrees that if Key needs to contact User or send User any written (paper-based) information (such as notices, Account statements, checks payable to Users, or other communications), Key can do so by mail addressed to User at the postal service address in Key's records or, at Key's option, by electronic communication(s) either authorized by User or permitted by law and transmitted by Key to User's e-mail address in Key's records. Unless the communication states another effective date, any paper-based communication Key sends to User is effective when mailed to User's postal service address by delivery to the mail service provider, and any electronic communication Key sends to User is effective when transmitted by Key to User's e-mail service provider. User must notify Key promptly in writing, or by e-mail with written confirmation mailed within five (5) days, if User changes User's postal service or e-mail address or if User's email service provider is no longer providing email service for User. In no event shall Key have any responsibility, and User hereby release Key from all claims and liabilities, for any actions or omissions by User or User's email service provider in handling email to or from User, or for any failure in computer hardware, software, or communications lines not maintained by Key or under Key's control.

22. ELECTRONIC AUTHENTICATION OR SIGNATURE; ELECTRONIC RECORDS.
At Key's option, Key may adopt or accept commercially reasonable authentication procedures and/or electronic signatures to: (a) verify the identity of a sender of Electronic Records, (b) determine the Electronic Record has not been altered during electronic transmission or storage, and (c) authenticate the sender's Electronic Signature and attribute the Electronic Record to such sender, subject to such terms, conditions, and disclosures as Key may impose from time to time. Each party hereto may adopt as its signature an electronic identification consisting of symbol(s) or code(s) ("Electronic Signatures"), which may be affixed or contained in electronic agreements, disclosures, notices, records or data ("Electronic Records") transmitted by User or Key to the other party. Such Electronic Signature so affixed to or contained in any Electronic Record shall be sufficient to verify the originating party and to evidence such party's acceptance of and agreement to be bound by the terms and conditions of such Electronic Record.

23. ARBITRATION.
The terms and conditions of Key's Arbitration Provision posted on this Website is incorporated into and made a part of this Agreement.

Revised October 2004