CIBC ELECTRONIC ACCESS AGREEMENT (2007)

PART A: GENERAL

1. Scope: This Agreement governs your use of Online Banking and Wealth Management Online, regardless of the technology you use to access these online services.

2. Other Agreements: This Agreement must be read together with any other existing and future written agreements that you have with us and any terms, conditions or disclaimers provided on our Web Site. For example, there are a variety of additional terms, conditions and disclaimers in other agreements that govern your use of Accounts and Services. If there is a conflict between a term in this Agreement and any other written agreement with us, the term of the other agreement will apply to the extent necessary to resolve the conflict.

3. Changes: We may change Online Banking, Wealth Management Online, the Information Services, the Web Site or this Agreement at any time. We will notify you of a change to this Agreement by posting a notice on our Web Site. Your use of Online Banking or Wealth Management Online after we post the notice means that you agree to and accept this Agreement as amended. If you do not agree to a change in this Agreement, you must immediately stop using Online Banking and Wealth Management Online.

4. Interpretation: Key terms in this Agreement are defined in Sections 21 and 36 below.

PART B: PASSWORDS, INSTRUCTIONS AND E-MAIL

5. Passwords: You agree to keep your Passwords absolutely confidential; they are for your use alone. You will not tell anyone else (including a close family member, a friend or any bank or public official) what your Password is. You must carefully select your Passwords so that they cannot be easily guessed by anyone else. When choosing a Password, you must not use:

   • Your name or a close relative's name
   • Your birth date, year of birth, telephone number or address, or a close relative's
   • Your Bank Card number or User ID
   • Your Account number or credit card number
   • A number on any ID card you keep with your Bank Card or in your purse or wallet (such as your SIN or driver's license number)
   • Any other number which can be easily obtained or guessed by someone else, or
   • A password you use for any other service.

   You should memorize your Passwords rather than keep any written record of them. However, if you decide that you truly need to keep a written record, you agree that:

• You will not record your Password on, or in close proximity to your Bank Card or the record of your User ID. (For example, if you put your Bank Card in your wallet or purse or a drawer, you will not keep a record of your Password there too.)
• Your Password must be disguised within the written record you make so that no else can easily guess that it is a record of your Password.
• You will not record your Password electronically on your computer in any way, and you will not store your Password near your computer (for example, on a sticky note placed on the edge of your monitor screen).

If we send you a Password, you will destroy the document on which it is printed.

6. Bank Card, User ID or Password Becomes Known: If your Bank Card or User ID is lost or stolen, or you suspect that someone else knows any of your Passwords or is using your Bank Card or User ID, you must notify us by telephone or in person as soon as possible (and in any case within 24 hours after learning or suspecting such loss or use) and follow the instructions that we give to you. To report a lost or stolen Bank Card, you can call CIBC Telephone Banking at 1 800 465-CIBC (Canada and U.S.) or 1 902 420-CIBC (2422) (International). To report a lost or stolen User ID, you must contact the CIBC affiliate that issued the User ID. Subject to any other agreement you have with us, we will not be liable for any improper withdrawal from an Account or other loss if you have not given CIBC notice as required by this Section 6.
   
   If you suspect that someone else knows any of your Passwords, you must change all of your Passwords immediately.

7. Responsibility for Losses: You are responsible for any Losses that result from your own use of your Bank Card or User ID and your Passwords, or from any use by a person that you authorized (contrary to Section 5) to use your Bank Card or User ID and your Passwords. You are also responsible for any Losses that result if:

   • You make an entry error when using Online Banking or Wealth Management Online
   • You claim that an Account or Service was accessed by someone else but you do not co-operate fully in an investigation by us or the authorities, or
   • Someone else uses your Bank Card or User ID without your authority but your actions (or inaction) contribute to that unauthorized use.

   You acknowledge that the amount of Losses for which you may be held liable is not limited to the Account balance if the Account has overdraft or similar protection, or by your credit limit if it is a credit card Account or loan Account.

8. Instructions: You acknowledge that each Instruction that you provide to us is final. You agree that we may rely on your Instructions (including your electronic acceptance of this Agreement and other online agreements) as if you had provided us with a paper copy of them. You agree that you will be liable for the transactions that are conducted on your Instructions, and any Losses that may arise from these transactions. You agree that we may maintain a record of your Instructions, and, if you provide Instructions by telephone, that we may record your voice or responses. Our records of your Instructions will be binding on you in a dispute, including any legal proceedings, unless you provide clear proof that our records are wrong or incomplete.

9. E-mail: E-mail sent over the Internet is not secure and may be lost, intercepted, or altered. Except where another written agreement with us says otherwise, you agree that we are under no obligation to accept or act on any instructions you provide to us by e-mail. If you send us confidential information by e-mail, we will not be liable if it is lost or intercepted, altered or misused by someone else. If you send us e-mail, you agree that we may (at our sole discretion) respond to you by e-mail, and provide by e-mail any confidential information that you have requested; you also agree we will not be liable if the information we provide is lost or intercepted, altered or misused by someone else.

10. Use an Anti-Virus Program, Anti-Spyware Program and Firewall; Signing Off: The computer you use may be vulnerable to viruses or online attacks that seek to intercept sensitive information that you provide through the Internet. To reduce the chances of harm, you should ensure that any computer you use to access Online Banking or Wealth Management Online (including a computer at work, the library, an Internet cafe or another public place) has an up-to-date anti-virus program, anti-spyware program and a firewall. To prevent unauthorized access to your Accounts, you must sign off of Online Banking or Wealth Management Online and close your browser as soon as you finish using them.

PART C: PROVISIONS FOR ONLINE BANKING ONLY

11. Declining Your Instructions: When using Online Banking, you agree that we may decline to act on an Instruction if we suspect that the Instructions are not from you, are inaccurate or unclear, have not been properly authorized, or are provided for some illegal or improper purpose. We will not be liable if we decline to act on an Instruction in these circumstances.

12. VISA Transfers: All transfers of funds from your CIBC VISA Account to another Account using Online Banking and all bill payments from your CIBC VISA Account using Online Banking are treated as cash advances under the CIBC VISA Cardholder Agreement.

13. Merchant Disputes: If you pay bills using Online Banking, you must settle directly with the merchant any disputes or claims you may have. We have no responsibility for any problems or disputes with merchants, including if a merchant does not credit you for a bill payment, imposes any additional charges on you (such as late fees or interest penalties), or takes any other actions.

14. Bill Payment: Although your Online Banking bill payment will be withdrawn from the Account you select on the date you instruct us to make the bill payment, you acknowledge that not all merchants treat payments as being received as of that date. You should give bill payment Instructions several business days in advance of the date on which you wish payments to be effective. We will not be responsible for processing delays by merchants.

PART D: PROVISIONS FOR WEALTH MANAGEMENT ONLINE ONLY

15. Declining or Acting on Your Instructions: When using Wealth Management Online, you agree that we may (at our sole discretion) decline to act on an Instruction. We will not be liable if we act or fail to act in respect of an Instruction. You also agree that:

    • Instructions may be sent to an exchange or market without our prior review
    • All Instructions will be subject to the rules governing the exchanges or markets where the orders are executed (for example, requirements regarding the entry and trading of orders) and you will comply with these requirements
    • Instructions are subject to any additional requirements that we may impose from time to time
    • We have the right to reject, change or remove any Instruction, or to cancel any trade resulting from an Instruction

PART E: PROVISIONS FOR ONLINE BANKING AND WEALTH MANAGEMENT ONLINE

16. Fees: When you conduct transactions through Online Banking or Wealth Management Online, you will be charged the transaction fees, charges and commissions, if any, provided under the agreements governing your Accounts and Services. These fees, charges and commissions will be deducted from your Account, or billed to you, as set out in the agreements governing your Accounts and Services. Any additional fees, charges or commissions specific to use of Online Banking or Wealth Management Online will be disclosed to you online by prior notice.

17. No Liability for Information Services: Neither we nor our Information Providers will be liable to you or others Losses arising from the Information Services. As examples, neither we nor our Information Providers will be liable if the information provided (including stock market quotations): does not meet your needs, or is not suitable for any particular purpose; is not timely, in sequence, or accurate; or is unavailable at any time. Our Information Providers may enforce the terms of this Agreement against you.

18. Stock Market Quotations and Opinions: Time-delayed or real-time stock market quotations included in the Information Services may not reflect the current trading price of a security. Views, opinions and recommendations included in the Information Services are not endorsed by us nor by our Information Providers. The Information Services are not intended to provide tax, accounting or legal advice or to recommend the purchase or sale of any security.

19. Intellectual Property Rights: All information and tools we provide online are proprietary to us, our Information Providers and our other licensors, and are protected by intellectual property laws. You agree not to sell, distribute or commercially exploit the information or tools. You further agree not to use the information or tools except for your own personal use.

20. Access to Web Sites; No Streaming of Information: You agree that you will not use Online Banking, Wealth Management Online, the Information Services or our Web Site for an illegal or improper purpose, or take steps that would have a negative impact on the security, integrity or functioning of our systems. You further agree not to use a third party's website, software or service to access Online Banking, Wealth Management Online, the Information Services or our Web Site, or to stream any information we provide online, including stock market quotations or any other Information Services.

PART F: PROVISIONS FOR BUSINESS USE

21. Application of this Agreement to Business Use: In addition to the remainder of this Agreement, this Part F (consisting of Sections 21 to 31) will apply if Online Banking and/or Wealth Management Online are used by or on behalf of a Business. In such a case:

    • "You" and "your" will mean both the Business and you as an individual Business User, wherever these terms are used throughout this Agreement
    • Each provision of this Agreement will apply to both the Business and to you as an individual Business User, unless the language of the provision refers only to the Business.

22. Access to Business Accounts and Services: By designating a person as a Business User, the Business is authorizing that person to view information about the Business and, if online transactions are permitted through the service, to carry out online transactions on behalf of the Business (subject to any limits on the Business User's access, as described in Section 24). The Business accepts the responsibility for all Losses that may arise from a Business User misusing his or her authority in any way, either purportedly on the Business' behalf or for personal or other purposes. The Business and individual Business User will ensure that the Business User meets any eligibility or other requirements for online access that are communicated by us as part of the application process.

23. Use of Bank Card and User ID: For Online Banking, the Business will ensure that each Bank Card will be used only by the individual Business User that was authorized by the Business, and to whom we issued the Bank Card. For the Wealth Management Online services of CIBC Investor's Edge and CIBC Imperial Investor Service, the Business will ensure that each User ID will be used only by the individual Business User that was authorized by the Business and also that the Business User has authority to sign alone on behalf of the Business. For the Wealth Management Online services of CIBC Wood Gundy and CIBC Private Investment Counsel, the Business will ensure that each User ID will be used only by the individual Business User that was authorized by the Business and to whom we issued the User ID.

24. Different Levels of Access: At the request of the Business, we may provide different levels of access to Online Banking or Wealth Management Online for different categories of Business Users. For example, one category of Business Users may be able to view Account information only, and another category of Business Users may be able to view information and provide Instructions to conduct transactions. If this is the case, a Business User's ability to use Online Banking or Wealth Management will be limited by the level of access that we provide to him or her. It is the responsibility of the Business to ensure that the level of access we provide to a particular Business User is appropriate for that person.

25. Authorized Use/Entry Errors: The Business accepts the responsibility for all Losses that result if: a Business User uses a Bank Card, User ID or Password, whether with or without the Business' specific authorization in any particular instance; a Business User authorizes anyone else to use a Bank Card, User ID or Password; or a Business User makes entry errors.

26. Indemnity by Business: The Business agrees to indemnify and save us harmless from and against all Losses that we may incur (other than due to our own gross negligence or misconduct), including legal fees and disbursements reasonably incurred by us, arising from a breach by the Business or a Business User of any part of this Agreement, or from our acting or declining to act upon any Instruction or information given to us in accordance with this Agreement. This indemnity is in addition to any other indemnity or assurance against loss that the Business may provide to us, and will survive any termination of this Agreement.

27. Sharing Business User IDs and Passwords: For Wealth Management Online only, if we permit a Business to share its User ID among individual Business Users, a Business User may provide the User ID and Password to one or more other persons who have also been authorized by the Business and (if online transactions are permitted through the service) who have authority to sign alone on behalf of the Business, notwithstanding Sections 5, 6 and 23. In these circumstances, the Business User need not change the Password or notify us merely because the other authorized persons are using the User ID or the Password.

28. Passwords, Anti-Virus Program, Anti-Spyware Program and Firewall: The Business will ensure that each Business User follows the duties in Sections 5 and 6 of this Agreement (as modified by Section 27 if applicable), including the duty to carefully choose a Password, the duty to keep Passwords secret, and the duty to change Passwords and notify us if the Business User suspects that someone else knows a Password or is using his or her Bank Card or User ID. In addition, the Business will ensure that each computer that a Business User uses to access Online Banking or Wealth Management Online on behalf of the Business has an up-to-date anti-virus program, anti-spyware program and a firewall.

29. Business VISA Transfers: All transfers of funds from a Business CIBC VISA Account to another Account using Online Banking and all bill payments from a Business CIBC VISA Account using Online Banking are treated as cash advances, which are subject to the terms of the agreement that governs use of the CIBC VISA Account.

30. Access to Personal Accounts: The Business may request that we attach the Business User's Personal Account(s) to the Bank Card that the Business User uses to access Online Banking on behalf of the Business. If we grant this request, then:

    • The Business acknowledges that since the Business User can access both Business Accounts and Personal Accounts, the Business User may make transfers from Business Accounts to Personal Accounts, or make personal bill payments from Business Accounts, or conduct other transactions involving Business and Personal Accounts
    • The Business and the Business User represent and warrant that Business User has the authority to sign alone on all of the Business Accounts which are available through the Bank Card
    • The Business User represents and warrants that he or she has the authority to sign alone on all of the Personal Accounts and that he or she is the owner (accountholder) of all Personal Accounts, which are available through the Bank Card
    • The Business and the Business User covenant that any transfers to or from Business and Personal Account will not be in violation of any applicable law
    • The Business accepts the responsibility for all Losses that result from the Business User's access to Business Accounts and Personal Accounts.

31. Termination by Business: The Business may terminate this Agreement (and cease accessing Online Banking or Wealth Management Online) at any time upon notice to us, effective a reasonable time after we receive the notice.

PART G: LIABILITY, WARRANTIES AND WITHDRAWAL OF ACCESS

32. Limitation of Liability: You understand and agree that, in addition to those limitations of liability set out elsewhere in this Agreement, we will be liable to you only for direct damages resulting from our gross negligence, fraud or willful misconduct arising directly from the performance by us of our obligations under this Agreement and we will not be liable to you for any other direct damages. We will not under any circumstances be liable to you for any other Losses, including indirect, incidental, special, punitive or consequential losses or damages, loss of profits, damages for inconvenience, loss of revenue, loss of business opportunities, or any other foreseeable or unforeseeable loss resulting directly or indirectly out of this Agreement or the services provided to you by us, even if we were advised of the possibility of damages or were negligent. These limitations apply to any act or omission of us or our officers, directors, affiliates, agents or suppliers, whether or not the act or omission would otherwise give rise to a cause of action in contract, tort, statute or any other doctrine of law. Gross negligence in this Section 32 means conduct (whether through action or inaction, or through words or silence) which is (a) a marked and flagrant departure from the conduct ordinarily expected of a reasonable and prudent person in our position, or (b) so wanton and reckless as to constitute an utter disregard for harmful, foreseeable and avoidable consequences.

33. No Liability in Certain Cases: Subject to the governing law of your jurisdiction, we will not under any circumstances be liable to you for any Losses, including direct, indirect, incidental, special, punitive or consequential losses or damages, loss of profits, damages for inconvenience, loss of revenue, loss of business opportunities, or any other foreseeable or unforeseeable loss, resulting from:

    • Failure to sign off of Online Banking or Wealth Management Online after you finish using it
    • Failure to use up to date anti-virus software, anti-spyware software and a firewall on the personal computer you use to access Online Banking or Wealth Management Online
    • Government restrictions or actions, exchange or market rules or the suspension of trading
    • A situation in which Online Banking or Wealth Management Online is unavailable for any reason, or is available but subject to delays or errors
    • The circumstances where we have indicated that we will not be liable or responsible or that you are responsible in Sections 6, 7, 9, 11, 13, 14, 15, 17, 22, 25, 26, 30 and 35 of this Agreement.

These limitations apply to any act or omission of us or our officers, directors, affiliates, agents or suppliers, whether or not the act or omission would otherwise give rise to a cause of action in contract, tort, statute or any other doctrine of law, and even we were advised of the possibility of damages or were negligent.

34. No Warranties: Except for explicit promises we make to you in another agreement in writing, we disclaim any warranties and conditions (including any oral, implied or statutory warranties and conditions) regarding the nature, quality or character of Online Banking, Wealth Management Online, the Information Services, the Web Site and the Accounts and Services.

35. Withdrawal of Access: We may terminate this Agreement with you or withdraw your access to Online Banking or Wealth Management Online at any time, without notice to you, in which case this Agreement will continue to apply in respect of your past access. We will not be liable for any Losses or inconvenience that results from our withdrawal of your access.

PART H: OTHER

36. Definitions: In this Agreement:

    • "Account" means any account you have with us
    • "Bank Card" means the bank card bearing the number you use to sign on to Online Banking
    • "Business" means a sole proprietorship, partnership, corporation or unincorporated association
    • "Business User" means: (i) in the case of Online Banking, an individual that has been authorized by a Business to receive a Bank Card and Password intended for Business use from us; and (ii) in the case of Wealth Management Online, an individual who has been authorized by the Business to use Wealth Management Online on its behalf
    • "CIBC" means Canadian Imperial Bank of Commerce
    • "including" means including but not limited to
    • "Information Provider" means a supplier who provides us, directly or indirectly, with all or part of our Information Services
    • "Information Services" means any information services we may make available online, including news, stock exchange quotations, and information about events or third parties
    • "Instruction" means: (i) an instruction that is communicated to us after Password authentication through Online Banking or Wealth Management Online; or (ii) an instruction relating to an Wealth Management Online transaction that is communicated to us after Password authentication through our telephone system
    • "Losses" means any losses, damages, liabilities or expenses of any kind
    • "Online Banking" means the online banking service offered by CIBC that allows you to view information and/or conduct transactions after Password authentication
    • "Password" means any passwords you use to sign on to or transact on Online Banking, Wealth Management Online or a telephone system related to Wealth Management Online, and the answers to any online personal verification questions you have chosen that permit you to sign on to Online Banking or Wealth Management Online if you forget your password
    • "Personal Account" means an Account or Service that is personal to a Business User and that is not a Business' Account or a Business' Service
    • "Service" means any product or service you can access through Online Banking or Wealth Management Online
    • "User ID" means the user ID you use to sign on to Wealth Management Online
    • "we", "us" and "our" means CIBC and its affiliates, including CIBC Investor Services Inc., CIBC World Markets Inc. and CIBC Private Investment Counsel Inc.
    • "Wealth Management Online" means: (i) an online brokerage service offered by a CIBC affiliate that allows you to view information and/or conduct transactions after Password authentication, including the online brokerage services of CIBC Investor's Edge, CIBC Imperial Investor Service and CIBC Wood Gundy; and (ii) the online wealth management service of CIBC Private Investment Counsel that allows you to view information after Password authentication
    • "Web Site" means the website operated by CIBC or a CIBC affiliate through which you sign on to Online Banking or Wealth Management Online
    • "you" and "your" means the customer with an Account or Service which is accessed through Online Banking or Wealth Management Online, subject to the expanded definition of "you" and "your" that applies in the circumstances set out in Section 21.

37. Governing Law, Etc.: Except for residents of Quebec, this Agreement will be governed by the laws of Ontario and the laws of Canada applicable in Ontario. For residents of Quebec, this Agreement will be governed by the laws of Quebec and the laws of Canada applicable in Quebec. If any term of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining terms shall remain in full force and effect.

38. Quebec Only: You confirm that you prefer this Agreement and any related documents be in English. Vous confirmez préférer que cette convention et les documents s'y rattachant soient rédigés en anglais.

(Last revised : July 2007)