Introduction. This Electronic Access Agreement, as amended from time to time, (this "Agreement") governs your electronic access to the Services. It replaces all prior agreements between you and us governing your electronic access to the Services but does not replace any other agreements you have with us (now or in the future) governing an Account or the Services. Any agreement you have with us governing an Account or a Service shall continue to apply to that Account or Service unless it conflicts with this Agreement, in which case the agreement governing such Account or Service will prevail to the extent of the conflict. You also agree to abide by and comply with all instructions we may provide to you from time to time in connection with accessing and using the Services. This Agreement is binding on you as soon as you click "I Agree".

Part A: General Terms and Conditions

1. Definitions. What the Words Mean: In this Agreement:

"You" and "your" mean the individual who is enrolled to access the Services and "we", "us" and "our" mean Royal Bank of Canada;

"Account" means any account you may access from time to time using an Electronic Access Device;

"Activation Code" means the one-time activation code that we provide to you and which, upon your entering the Activation Code as instructed by us, gives you access to all the Services made available to you from time to time through an Electronic Access Device;

"Business Day" means any day excluding Saturday, Sunday or a statutory federal or provincial holiday in Canada;

"Electronic Access Device" means any device (excluding an automated banking machine or point-of-sale terminal), including but not limited to, a personal computer, telephone or pager, used by you to electronically access the Services;

"EMT" means an email money transfer;

"EMT Answer" means the question and answer that you choose and that are used for verification purposes when using our EMT Service;

"EMT Service" means our email money transfer service;

"Message Centre" means our online communication centre located on our Web site where you access the Services and where encrypted emails and other communications or information relating to the Services may be transmitted between you and us;

"Online Banking" means our online banking service that you access via our Web site using an Electronic Access Device. For greater certainty, the Aggregation Service, the Document Presentment Service and Online Debit are features of Online Banking;

"Online Debit" means our online debit payment service, which comprises the Services and allows you to debit funds from an Account to a merchant or third party participating in the online debit payment service as payment for goods and services purchased through an Electronic Access Device;

"Password" means any confidential combination of numbers and/or letters you select from time to time as a means of identifying you and enabling you to access the Services;

"Personal Verification Questions" means the questions and answers that you choose and that are used by us for verification purposes;

"Service(s)" means the various financial, investment or other ancillary services or products offered by us to you from time to time that may be accessed by an Electronic Access Device including but not limited to Online Banking and the use of, and access to, Accounts; and

"Third Party Service Provider" means any third party retained or used by us to provide you with, or to assist us in providing you with, access to the Services.

Definitions applicable to the Aggregation Service: In addition, when using the Aggregation Service, remember that:

"Account Provider" means an entity with which you have an Aggregated Account;

"Aggregated Account" means an Available Account designated by you to be viewed via the Aggregation Service;

"Aggregation Service" means our account aggregation feature comprising part of the Services and which retrieves, consolidates, organizes and presents Information and Aggregated Accounts to view using an Electronic Access Device;

"Available Accounts" means the accounts held with our subsidiaries or affiliates (other than RBC Direct Investing™ Inc. or RBC Dominion Securities Inc.), or any third party and designated from time to time by us as accounts that can be viewed via the Aggregation Service;

"Information" means balance and transaction information regarding an Aggregated Account; and

"Log-in Information" means an access code, password and any other information regarding you or an Aggregated Account which is required to be entered by you to access your Aggregated Account, including a client identification number, user name or user ID.

Definitions Applicable to the Document Presentment Service: In addition, when using the Document Presentment Service, remember that:

"Document(s)" means electronic versions or representations of bills and invoices and other records, notices, statements, confirmations or documents, or information in summary form about the foregoing, which we permit to be presented via the Document Presentment Service from time to time, and which you request to be presented to you via the Document Presentment Service;

"Document Presentment Service" means our electronic document presentment service which allows Issuers to present Documents to you and which allows you to receive and view such Documents through an Electronic Access Device;

"Issuer" means any person who created or issued Documents to be presented to you via the Document Presentment Service; and

"present", "presentment" and "presented" mean that a Document is made available to you to receive and view.

3. Notice. Any notice we are required to give you under this Agreement may be: (i) provided to you electronically through your Electronic Access Device, on our Web site where you access the Services or through the Message Centre; or (ii) sent to your email or mailing address last appearing on our records.

4. Use/Instructions. Your client card number and Password must be used to access the Services. Each instruction given to us once the Services have been accessed in this manner will be attributed to you and will have the same legal effect as if it was made in writing to us and signed by you. You acknowledge that once an instruction is submitted to us and confirmed by you, it is final and we have no obligation to reverse it.

Payment Instructions. If you give instructions to pay bills, debit or transfer funds from an Account, you acknowledge that the instructions will result in funds being withdrawn from your Account on the date the instructions are given. You acknowledge that merchants or third parties may not treat payments as being received as of the date of your instructions. In no event will we have any responsibility for any problems or disputes with merchants or other third parties, including if a merchant or third party does not credit you for a payment for whatever reason (including where that merchant or third party is no longer included on your payee list) or charges you late fees or interest penalties, or if the merchant or third party fails to supply goods or services purchased or they are not suitable and you agree to settle your dispute directly with that merchant or third party. You are responsible for ensuring that all payee information (including account numbers and payee names) required by us to complete your payment instructions to a merchant or third party is accurate at all times. We may without notice update your payee information, including account numbers or payee names, if informed of a change by that merchant or third party or if deemed necessary by us. We may, in our discretion, decline or refuse to act on an instruction given or purported to be given by you.

5. Prohibitions on Use. You will not: (i) access or use the Services for an illegal, fraudulent or defamatory purpose, or (ii) take steps or actions that could or do undermine the security, integrity, effectiveness, goodwill or connectivity of the Services (including but not limited to fraudulent, malicious or other activities that threaten to harm or cause harm to any other person).

6. Changing the Services. You understand that from time to time we may add, remove or change all or any part of the Services. Any of the Services (or parts thereof) added or changed by us will be governed by this Agreement.

7. Entry of Activation Code. Not all of the Services may be accessible using an Electronic Access Device until your Activation Code has been entered. You may choose not to enter your Activation Code if you do not wish to access all of the Services.

8. Setting Limits. We may set one or more limits (dollar amounts, frequency or otherwise) for the Services from time to time and we may change these limits periodically.

9. Security. (a) You must always keep your Password strictly confidential and not disclose or share your Password with anyone. If you know or suspect that someone else may know your Password, you must change your Password immediately and advise us immediately. Your obligations under this sub-section 9(a) are subject to the sole exception set out in sub-section 9(b) below. You must always keep your EMT Answer strictly confidential and not disclose or share your EMT Answer with anyone other than the intended recipient of your EMT as we instruct you while you are using the EMT Service .

(b) You may choose to share your Password with a third party ("Aggregator") providing an online account Aggregation Service that allows you to view your accounts with the Aggregator and your Accounts in one place ("Account Aggregation Service"). If you choose to share your Password with an Aggregator in connection with the Account Aggregation Service, you understand that (i) we will not assist the Aggregator in any way and will not be responsible for the information retrieved by the Aggregator, (ii) we will not be responsible to you for any losses that may result from the sharing of your Password or from your use of the Account Aggregation Service, (iii) it is your responsibility to review the security and privacy standards of the Aggregator and to determine what your liability will be in connection with the Account Aggregation Service, and (iv) you will change your Password immediately upon termination of the Account Aggregation Service.

(c) The Password, Personal Verification Questions or EMT Answer you select must be confidential, unique and not easily guessed by others. You must not select a Password or EMT Answer containing your birth date or name nor those of your family members. You must not select a Password that is the same as any personal identification number (PIN) you use with a client card issued to you.

(d) You acknowledge that ensuring the security of your information requires that you exercise safe computing practices. We recommend that you review, on a regular basis, those sections on our Web site that deal with security in connection with the Services. You must sign out, log off, disconnect and close your browser, as appropriate, after each session in which you have accessed the Services to prevent anyone else from accessing the Services without your permission or knowledge. In addition, you agree to implement and maintain safe computing practices which will include, at least, the following security measures:

i) an Internet browser with at least 128-bit encryption technology;
ii) up-to-date virus scanning software; and
iii) a firewall system.

(e) You will notify us immediately if you become aware of any unusual, suspicious or fraudulent activity in your Account.

10. Access Fees. You will pay all service fees or other charges applicable to your access to and use of any of the Services. We will charge your Accounts for any service fees or other charges that apply at the time they are incurred. We will give you notice of these service fees and charges and may change them from time to time by providing you with prior notice. You acknowledge that these service fees or other charges are in addition to any other services fees or other charges that may apply to an Account. Unless we otherwise agree, any payment must be made in money which is legal tender at the time of payment.

11. A) Liabilities - General. Subject to section 12, we will not be responsible for any loss, damage, delay or inconvenience suffered or incurred by you with respect to (i) this Agreement, (ii) any instructions provided to you in connection with the Services, or (iii) use of an Electronic Access Device to access the Services (including but not limited to any delay or inability to access the Services), except in a case where there has been negligence (to be determined in light of reasonable commercial standards) on our part. We will not, under any circumstances (even if we are negligent), be liable for any loss of data, or any indirect, consequential, special, aggravated, punitive or exemplary damages whatsoever, in whole or in part, (including but not limited to any business interruption, loss of profits, data, information, opportunity, revenues, goodwill or any other commercial or economic loss), caused to you, regardless of the cause of action, even if we have been advised of the possibility of such damages.

In no event, even if we are negligent, will we be liable for any loss or damage suffered by you that is caused by:

(a) the actions of, or any failure to act by, a third party, except in the case of any Third Party Service Provider (and no such third party will be considered to be acting as our agent);

(b) mistakes, errors, omissions, inaccuracies or other inadequacies of, or contained in, any data or information (including Log-In Information, Information or any Document) including where such data or information is furnished by you to us or to any Third Party Service Provider (including but not limited to your failure to update the Information);

(c) any delay, error, interruption or failure by us to perform or fulfill any of our obligations to you due to any cause beyond our control (including but not limited to any system malfunctions or technical failures or if the information (including Information) retrieved by us is not timely, complete or accurate);

(d) any delay in the retrieval or Information or any malfunction in the communication facilities that are not under our control, that may affect the timeliness, completeness or accuracy of the Information or that may prevent the retrieval or Information);

(e) use of, or inability to use, the Service (including but not limited to any charges such as late fees or additional interest you may have to pay to an Issuer);

(f) your failure to (i) receive or view a Document that has been presented to you, (ii) cancel your Issuer Enrollment as required under Section 3 of Part C (Receipt of Documents); or (iii) receive notification that a Document has been presented to you and we will not be responsible for any delay, damage or inconvenience that such failure may cause, or for any payments or charges such as late fees, penalties or interest that you may have to pay to an Issuer;

(g) any refusal to Documents to you pursuant to Section 2 of Part C (Refusal to Documents);

(h) your leaving our Web site and linking to and from any third party's Web Site; or

(i) your failure to fulfill any of your obligations under this Agreement including those in Section 9 of Part A (Security) or to comply with any instructions we may provide to you from time to time in connection with the Services.

B) Release/Indemnities. Except with respect to claims, costs and liabilities arising by reason of our negligence, you will release and indemnify us against any claim, cost and liability incurred by us in connection with: (i) your access to the Services; or (ii) any breach by you of the terms and conditions of this Agreement, including but not limited to, Section 5 of Part A (Prohibitions on Use).

12. Liabilities for Unauthorized Transactions - Online Banking Guarantee

(a) What does this section apply to - Notwithstanding Section 11 or any other section of this Agreement, this section governs our liability for Unauthorized Transactions (as defined below) on your Account using Online Banking.

(b) What is our responsibility - Subject to section 12(c), we will provide reimbursement for monetary losses to your Account resulting directly from the following unauthorized transactions on your Account using Online Banking (collectively, "Unauthorized Transactions"):

(i) transactions that occur after you notify us immediately as required in Section 9 of Part A of this Agreement that you know or suspect that your Password may have become known by someone else or has been shared or disclosed to anyone, or that you noticed unusual, suspicious or fraudulent activity on your Account in Online Banking;
(ii) transactions where it can be shown that you have been a victim of fraud, theft or have been coerced by trickery, force or intimidation, so long as you report the incident to us immediately and cooperate and assist us fully in any investigation;
(iii) transactions resulting from negligent conduct by us, our employees or Third Party Service Providers, and only in connection with Online Debit, transactions resulting from negligent conduct by any merchants or third parties participating in Online Debit; or
(iv) only in connection with Online Debit, transactions resulting from any failure, error, malfunction, technical problem of our system or equipment or that of any Third Party Service Providers or merchants or third parties participating in Online Debit.

For greater certainty, a transaction is not an Unauthorized Transaction if you engage in any of the actions listed in section 12(c) below.

However, we will not, under any circumstances (even if we are negligent), be liable for any loss of data, or any indirect, consequential, special, aggravated, punitive or exemplary damages whatsoever, in whole or in part, (including but not limited to any business interruption, loss of profits, data, information, opportunity, revenues, goodwill or any other commercial or economic loss), caused to you, regardless of the cause of action, even if we have been advised of the possibility of such damages.

(c) What is your responsibility - We are not responsible for and we will not provide you with reimbursement for losses to your Account if:

(i) you fail to comply with any of your obligations under this Agreement including those in Section 9 of Part A (Security) or you fail to comply with any instructions we may provide to you from time to time in connection with the Services;
(ii) you engage (either alone or with others) in any fraudulent, criminal or dishonest acts related to Online Banking;
(iii) you access Online Banking via a computer that you know contains software that has the ability to reveal to a third party, or to otherwise compromise, your Password;
(iv) you carry out a transaction, including if the transaction is a result of any mistake, error, omission, inaccuracy or other inadequacy of, or contained in, any data or information, that you furnish to us;
(v) you choose to share your Password with an Aggregator pursuant to Section 9(b); or
(vi) you consent to, contribute to or authorize a transaction in any way.

For greater certainty, if you make your Password available to someone and they conduct a transaction, that transaction will not be an Unauthorized Transaction.

13. Suspension/Termination. By Us: We may suspend or terminate (in whole or in part) this Agreement or your access to any of the Services immediately for any reason whatsoever at any time without prior notice. We will not be responsible for any loss or inconvenience that may result from such suspension or termination. By You: You may terminate this Agreement by giving us notice of termination by (a) email through our Message Centre or (b) by telephone at 1-800-769-2511 and such termination will be effective one (1) Business Day following our receipt of such notice.

If this Agreement (or any part of it) is terminated or your access to the Services is suspended or terminated by us, you will not be relieved of any of your obligations under this Agreement until they have been completely satisfied.

14. Third Parties. You understand and agree that:

(a) we may use Third Party Service Providers to provide or assist us in providing access to the Services and that such Third Party Service Providers will not respond directly to you with respect to any inquiries, complaints, questions or other issues relating to the Services other than to direct you to us or to the relevant Issuer; and

(b) use of the Services may involve leaving our Web site and linking to a third party's Web site (including the third party Web site of an Issuer, Account Provider).

15. Records. Our records, and those of any of our affiliates or subsidiaries or any Third Party Service Providers (whether used by them or by us), regarding an Account or any Services, including but not limited to, the retrieval, consolidation, organization and presentment of Information, records for each instruction and the presentment, receipt and viewing of Documents, shall be final and conclusive and we may use those records in any court of law.

16. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement and such invalid or unenforceable provision shall be deemed to be severable.

17. Governing Law. This Agreement will be exclusively governed by the laws of the Province or Territory in which you reside, except that if you reside outside of Canada, then this Agreement will be exclusively governed by the laws of the Province of Ontario. The Parties irrevocably submit to the exclusive jurisdiction of the courts of the Province or Territory specified above for the determination of any matters under this Agreement.

18. Language. You and we have expressly requested that this Agreement and all related documents, including notices, be drawn up in the English language. Vous et nous avons expressément demandé que ce contrat et tout document y afférent, y compris tout avis, soient rédigés en langue anglaise. (Quebec only/Québec seulement)

Part B: Aggregation - Terms and Conditions

Introduction. The terms and conditions of this Part B: (i) become effective only upon your use of the Aggregation Service; (ii) are in addition to the general terms and conditions set out in Part A of this Agreement; and (iii) replace all prior agreements between you and us for the Aggregation Service. If there is a conflict between this Part B and the general terms and conditions in Part A of this Agreement, this Part B will prevail to the extent of such conflict.

1. Changes to Available Accounts/Issuers. We may from time to time add or remove accounts designated by us as Available Accounts.

2. Log-in Information. To use the Aggregation Service, you must choose either of the following options regarding the use of your Log-in Information:

(a) You can input your Log-in Information each and every time you want us to retrieve Information to be presented to you. Each time you provide Log-in Information to us in this manner, you direct and authorize us to access an Aggregated Account to retrieve, consolidate, organize and present Information to you, on your behalf, via the Aggregation Service; or

(b) You can input your Log-in Information once for each Aggregated Account and it will be stored in encrypted form and used by us as necessary from time to time to comply with your instructions to retrieve Information to be presented to you. If you choose to store your Log-in Information in this form, you understand you will need to promptly update your Log-in Information when it changes in order for us to retrieve Information. If you provide Log-in Information to us in this manner, you direct and authorize us from time to time, as required, to access an Aggregated Account to retrieve, consolidate, organize and present Information to you, on your behalf, via the Aggregation Service. You understand that certain Account Providers may prohibit the disclosure of Log-in Information or deny liability to you if you disclose Log-in Information. If using the Aggregation Service, it is your responsibility to review your agreements with Account Providers to determine whether disclosure to third parties that offer electronic account aggregation services is permitted, what the consequences of such disclosure may be and your liability in connection with such disclosure.

3. Access to Aggregated Accounts.

(a) You authorize and direct us to do, on your behalf, all things necessary to provide the Aggregation Service to you and to retrieve, consolidate, organize and present Information to you, including but not limited to, visiting the Web site of an Account Provider and providing your Log-in Information or other information required to access, retrieve and download Information. You confirm to us you have the right to give us this authorization and direction.

(b) You understand and agree that (i) the Information is retrieved by us and is prepared by Account Providers; (ii) we are not responsible for the timeliness, completeness or accuracy of the Information, (iii) the Information continues to be subject to any terms or conditions imposed by Account Providers, and (iv) you must access the Web site of, or the electronic access service provided by, your Account Provider to view any other information or content other than Information including but not limited to any notices, disclosures or disclaimers.

4. Updating Aggregated Accounts. Each time you access the Aggregation Service, you must take the necessary steps to initiate an update of the Information held by an Account Provider (other than one of our subsidiaries or affiliates, RBC Direct Investing Inc. or RBC Dominion Securities Inc.).

5. Account Providers. You acknowledge that an Account Provider may not have consented to, and may not have knowledge of, the access to its accounts as Aggregated Accounts and that when you use the Aggregation Service, we are acting on your behalf, and not on behalf of an Account Provider.

Part C : Document Presentment - Terms and Conditions

Introduction. The terms and conditions of this Part C (i) become effective only when you enroll and use the Document Presentment Service; (ii) are in addition to the general terms and conditions in Part A of this Agreement; and (iii) replace all prior agreements between you and us for the Document Presentment Service (or any prior document presentment service). If there is a conflict between this Part C and the general terms and conditions in Part A of this Agreement, this Part C will prevail to the extent of such conflict.

1. Enrollment. In addition to enrolling with us to use the Document Presentment Service, you must enroll separately with each Issuer ("Issuer Enrollment"). The Issuers are responsible for Issuer Enrollment even if we facilitate the Issuer Enrollment. We are also not responsible for maintaining your Issuer Enrollment with any Issuer or ensuring the accuracy of the information required by your Issuer to present Documents to you. You understand that you must cancel your Issuer Enrollment if: (i) you no longer want to or cannot receive or view Documents from Issuers via the Document Presentment Service for whatever reason, including but not limited to, if your use of the Document Presentment Service is suspended or terminated, or (ii) you want or need to have Documents delivered to you in a different manner. We will not cancel any Issuer Enrollment on your behalf and if you do not cancel such enrollment, an Issuer may continue to present Documents to you via the Document Presentment Service and not via any other channels.

2. Refusal to Present Documents. We may refuse to present Documents through the Document Presentment Service at any time if (i) presentment may adversely affect the performance of the Document Presentment Service, (ii) you have breached this Agreement, (iii) the Documents are from a person who is not an Issuer, (iv) access to the Documents or Issuers has been blocked or the Documents or Issuers has been removed from the Document Presentment Service; or (v) the Document is provided in an unacceptable format.

3. Receipt of Documents. You understand and agree that:

(a) you must take all steps necessary to ensure that you can receive and view a Document with us and any Issuers (including but not limited to maintaining your Issuer Enrollment and all information required by that Issuer to present Documents) even if you are receiving notification from us that Documents are being presented to you through the Document Presentment Service;

(b) we do not have to notify you that a Document has been presented and is available for you to receive and view despite any prior course of conduct, and even if we agree to notify you, we may cancel such notification service at any time with prior notice to you; and

(c) you must access the Document Presentment Service to receive and view Documents presented to you via the Document Presentment Service on at least a monthly basis, and more frequently depending on the requirements of your Issuer, and we will not be responsible for notifying the Issuer if any Document has not been presented to you on time.

4. Questions/Complaints/Disputes. If you have a question or complaint with respect to a Document, you will contact the Issuer who presented the Document to you and not us or any of our Third Party Service Providers. If you have a dispute with any Issuer who presented a Document to you, you will direct your claim and settle your dispute directly with that Issuer.

5. Use of and Disclosure of Information. The consents and authorizations contained in this Section 5 will apply in addition to any other consent or authorization you have given or may give to us regarding the collection, use and disclosure of your personal information.

(a) You authorize us to share personal information about you contained in a Document (the "Document Information") with any Third Party Service Providers for the purpose of providing or assisting us in providing the Document Presentment Service to you;

(b) You also authorize us: (i) to share personal information about you, including but not limited to, your name and address, with Issuers, as is required for Issuer Enrollment if we facilitate Issuer Enrollment and (ii) to disclose to Issuers information regarding whether or not a Document has been presented to you, or received or viewed by you; and

(c) You also authorize any Third Party Service Provider who works with or for us in providing you with the Document Presentment Service to use information about you, including Document Information, for preparing, using and distributing statistical, profiling, performance or operation reports and other information and reports about the Document Presentment Service and your use of the Document Presentment Service, provided that if such reports are distributed to a participant in the Document Presentment Service other than us or any Issuer that you have enrolled with, the information contained in all such reports will not be attributable to you.