Common use of GOVERNING LAW, LITIGATION AND ARBITRATION Clause in Contracts

GOVERNING LAW, LITIGATION AND ARBITRATION. Subject to the provision of the next paragraph, any action or suit brought in connection with this Agreement or the transactions contemplated herein shall be brought in a state or federal court located in the Commonwealth of Massachusetts , the parties hereto irrevocably submitting and consenting to the exclusive jurisdiction of such courts, and each party irrevocably waives, to the fullest extent permitted under applicable law, any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that the same has been brought in an inconvenient forum. IN THE EVENT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE, YOU AND WE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ALL RIGHTS TO A TRIAL BY JURY AND AGREE THAT YOU OR WE MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE FOREGOING WAIVER. Notwithstanding the foregoing, you and we agree that all disputes, claims and controversies between you and us, whether individual, joint or class in nature and arising from this Agreement or otherwise, including without limitation, disputes sounding in contract or tort, shall be resolved in arbitration proceedings, in accordance with the rules of the American Arbitration Association governing commercial arbitration. Such arbitration shall be commenced upon the written request of either party forwarded to the other in accordance with the notice provisions applicable to this Agreement and shall be conducted before a panel of three (3) arbitrators, one chosen by you, one chosen by us and one appointed by said Association. No act shall constitute a waiver of this arbitration agreement, including, without limitation, obtaining injunctive relief or a temporary restraining order; obtaining a writ of attachment or imposition of receiver, or exercising any rights related to property, including taking or disposing of such property with or without judicial process pursuant to the Uniform Commercial Code. Any disputes, claims or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, shall also be arbitrated, provided however that no arbitrator shall have the right or the power, including the enforceability of this arbitration provision and any claim to rescind, reform or modify this Agreement, to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction under the above paragraph of this section. Nothing in this Agreement shall preclude us from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding and the commencement of an arbitration proceeding shall be deemed to be the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation and enforcement of this arbitration provision. 1. By enrolling in Winchester Savings Bank’s Mobile Banking Service (“Mobile Banking”) and installing any software necessary to utilize Mobile Banking, you agree to the terms and conditions of this Addendum. This Addendum supplements Winchester Savings Bank’s Online Banking Agreement and any agreements that apply to Accounts that you access using Mobile Banking. 2. Mobile Banking is a financial information management service that allows you to access your Winchester Savings Bank account information, make payments to payees and make such other banking transactions as are described on our website. To utilize Mobile Banking, you may be required to install software (the “Software”) on your compatible and supported mobile phone and/or other wireless device (each, a "Wireless Device"). Once you have enrolled for Mobile Banking through our Online Banking Service and installed any required Software, designated Accounts linked to your Login ID will be accessible through your Wireless Device. We reserve the right to modify the scope of Mobile Banking at any time. We reserve the right to refuse to make any transaction you request through Mobile Banking. You agree and understand that Mobile Banking may not be accessible or may have limited utility over some wireless networks. 3. In order to properly use Mobile Banking, you should review and follow the instructions provided on our website. You agree to accept responsibility for learning how to use Mobile Banking in accordance with the online instructions and agree that you will contact us directly if you have any problems using Mobile Banking. You also accept responsibility for making sure that you know how to properly use your Wireless Device and the Software. We may modify Mobile Banking from time to time in our sole discretion. In the event of any modifications, you are responsible for making sure you that you understand how to use Mobile Banking as modified. We will not be liable to you for any losses caused by your failure to properly use the Mobile Banking or your Wireless Device. 4. You agree that, when you use Mobile Banking, you remain subject to the terms and conditions of your existing agreements with any unaffiliated service providers, including, but not limited to, your mobile service provider (i.e., AT&T, Verizon, etc.), and that this Addendum does not amend or supersede any of those agreements. You understand that those agreements may provide for fees, limitations and restrictions which might impact your use of Mobile Banking (such as data usage or text messaging charges imposed on you by your mobile service provider for your use of or interaction with Mobile Banking, which may include downloading the Software, receiving or sending Mobile Banking text messages, or other use of your Wireless Device when using the Software or other products and services provided by Mobile Banking), and you agree to be solely responsible for all such fees, limitations and restrictions. You agree that only your mobile service provider is responsible for its products and services. Accordingly, you agree to resolve any problems directly with your mobile service provider without involving us. 5. Subject to your compliance with this Addendum, you are hereby granted a personal, limited, non‐ transferable, non‐exclusive, and non‐assignable license (the "License") to download, install and use the Software on your Wireless Device within the United States and its territories. In the event that you obtain a different Wireless Device, you may be required to download and install the Software to that different Wireless Device. This License shall be deemed revoked immediately upon (i) your cancellation of Mobile Banking; (ii) termination of your access to our online banking services; (iii) your deletion of the Software from your Wireless Device; or (iv) our written notice to you at any time, with or without cause. You agree to promptly delete the Software from your Wireless Device if this License is revoked for any reason. 6. You represent and agree to the following by enrolling for Mobile Banking, installing the Software or by using Mobile Banking: A. Account Ownership/Accurate Information. You represent that you are the legal owner of the Accounts (or an authorized representative of the owner of the Accounts) and other financial information which may be accessed via Mobile Banking. You represent and agree that all information you provide to us in connection with Mobile Banking is accurate, current and complete, and that you have the right to provide such information to us for the purpose of using Mobile Banking. You agree not to misrepresent your identity or your account information. You agree to keep your account information up to date and accurate. You represent that you are an authorized user of the Wireless Device you will use to access Mobile Banking, and that you are authorized to download and install the Software on your Wireless Device.

GOVERNING LAW, LITIGATION AND ARBITRATION. This Agreement has been delivered to us and accepted by us in the Commonwealth of Massachusetts. Subject to the provision of the next paragraph, any action or suit brought in connection with this Agreement or the transactions contemplated herein shall may be brought in a state court of record in Plymouth or federal court located in the Commonwealth of Massachusetts Norfolk County, Massachusetts, the parties hereto irrevocably submitting and consenting to the non-exclusive jurisdiction of such courtseach thereof, and each party irrevocably waives, to the fullest extent permitted it may effectively do so under applicable law, any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that the same has been brought in an inconvenient forum. IN THE EVENT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE, YOU AND WE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ALL RIGHTS TO A TRIAL BY JURY AND AGREE THAT YOU OR WE MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE FOREGOING WAIVER. Notwithstanding the foregoing, you and we agree that all disputes, claims and controversies between you and us, whether individual, joint or class in nature and arising from this Agreement or otherwise, including without limitation, disputes sounding in contract or tort, shall be resolved in arbitration proceedings, in accordance with the rules of the American Arbitration Association governing commercial arbitration. Such arbitration shall be commenced upon the written request of either party forwarded to the other in accordance with the notice provisions applicable to this Agreement and shall be conducted before a panel of three (3) arbitrators, one chosen by you, one chosen by us and one appointed by said Association. No act shall constitute a waiver of this arbitration agreement, including, without limitation, obtaining injunctive relief or a temporary restraining order; obtaining a writ of attachment or imposition of receiver, or exercising any rights related to property, including taking or disposing of such property with or without judicial process pursuant to the Uniform Commercial Code. Any disputes, claims or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, shall also be arbitrated, provided however that no arbitrator shall have the right or the power, including the enforceability of this arbitration provision and any claim to rescind, reform or modify this Agreement, to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction under the above paragraph of this section. Nothing in this Agreement shall preclude us from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding and the commencement of an arbitration proceeding shall be deemed to be the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation and enforcement of this arbitration provision. 1. By enrolling in Winchester Savings Bank’s Mobile Banking Service (“Mobile Banking”) and installing any software necessary to utilize Mobile Banking, you agree to the terms and conditions of this Addendum. This Addendum supplements Winchester Savings Bank’s Online Banking Agreement and any agreements that apply to Accounts that you access using Mobile Banking. 2. Mobile Banking is a financial information management service that allows you to access your Winchester Savings Bank account information, make payments to payees and make such other banking transactions as are described on our website. To utilize Mobile Banking, you may be required to install software (the “Software”) on your compatible and supported mobile phone and/or other wireless device (each, a "Wireless Device"). Once you have enrolled for Mobile Banking through our Online Banking Service and installed any required Software, designated Accounts linked to your Login ID will be accessible through your Wireless Device. We reserve the right to modify the scope of Mobile Banking at any time. We reserve the right to refuse to make any transaction you request through Mobile Banking. You agree and understand that Mobile Banking may not be accessible or may have limited utility over some wireless networks. 3. In order to properly use Mobile Banking, you should review and follow the instructions provided on our website. You agree to accept responsibility for learning how to use Mobile Banking in accordance with the online instructions and agree that you will contact us directly if you have any problems using Mobile Banking. You also accept responsibility for making sure that you know how to properly use your Wireless Device and the Software. We may modify Mobile Banking from time to time in our sole discretion. In the event of any modifications, you are responsible for making sure you that you understand how to use Mobile Banking as modified. We will not be liable to you for any losses caused by your failure to properly use the Mobile Banking or your Wireless Device. 4. You agree that, when you use Mobile Banking, you remain subject to the terms and conditions of your existing agreements with any unaffiliated service providers, including, but not limited to, your mobile service provider (i.e., AT&T, Verizon, etc.), and that this Addendum does not amend or supersede any of those agreements. You understand that those agreements may provide for fees, limitations and restrictions which might impact your use of Mobile Banking (such as data usage or text messaging charges imposed on you by your mobile service provider for your use of or interaction with Mobile Banking, which may include downloading the Software, receiving or sending Mobile Banking text messages, or other use of your Wireless Device when using the Software or other products and services provided by Mobile Banking), and you agree to be solely responsible for all such fees, limitations and restrictions. You agree that only your mobile service provider is responsible for its products and services. Accordingly, you agree to resolve any problems directly with your mobile service provider without involving us. 5. Subject to your compliance with this Addendum, you are hereby granted a personal, limited, non‐ transferable, non‐exclusive, and non‐assignable license (the "License") to download, install and use the Software on your Wireless Device within the United States and its territories. In the event that you obtain a different Wireless Device, you may be required to download and install the Software to that different Wireless Device. This License shall be deemed revoked immediately upon (i) your cancellation of Mobile Banking; (ii) termination of your access to our online banking services; (iii) your deletion of the Software from your Wireless Device; or (iv) our written notice to you at any time, with or without cause. You agree to promptly delete the Software from your Wireless Device if this License is revoked for any reason. 6. You represent and agree to the following by enrolling for Mobile Banking, installing the Software or by using Mobile Banking: A. Account Ownership/Accurate Information. You represent that you are the legal owner of the Accounts (or an authorized representative of the owner of the Accounts) and other financial information which may be accessed via Mobile Banking. You represent and agree that all information you provide to us in connection with Mobile Banking is accurate, current and complete, and that you have the right to provide such information to us for the purpose of using Mobile Banking. You agree not to misrepresent your identity or your account information. You agree to keep your account information up to date and accurate. You represent that you are an authorized user of the Wireless Device you will use to access Mobile Banking, and that you are authorized to download and install the Software on your Wireless Device.

GOVERNING LAW, LITIGATION AND ARBITRATION. Subject to the provision of the next paragraph, any action or suit brought in connection with this Agreement or the transactions contemplated herein shall be brought in a state or federal court located in the Commonwealth of Massachusetts , the parties hereto irrevocably submitting and consenting to the exclusive jurisdiction of such courts, and each party irrevocably waives, to the fullest extent permitted under applicable law, any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that the same has been brought in an inconvenient forum. IN THE EVENT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE, YOU AND WE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ALL RIGHTS TO A TRIAL BY JURY AND AGREE THAT YOU OR WE MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE FOREGOING WAIVER. Notwithstanding the foregoing, you and we agree that all disputes, claims and controversies between you and us, whether individual, joint or class in nature and arising from this Agreement or otherwise, including without limitation, disputes sounding in contract or tort, shall be resolved in arbitration proceedings, in accordance with the rules of the American Arbitration Association governing commercial arbitration. Such arbitration shall be commenced upon the written request of either party forwarded to the other in accordance with the notice provisions applicable to this Agreement and shall be conducted before a panel of three (3) arbitrators, one chosen by you, one chosen by us and one appointed by said Association. No act shall constitute a waiver of this arbitration agreement, including, without limitation, obtaining injunctive relief or a temporary restraining order; obtaining a writ of attachment or imposition of receiver, or exercising any rights related to property, including taking or disposing of such property with or without judicial process pursuant to the Uniform Commercial Code. Any disputes, claims or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, shall also be arbitrated, provided however that no arbitrator shall have the right or the power, including the enforceability of this arbitration provision and any claim to rescind, reform or modify this Agreement, to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction under the above paragraph of this section. Nothing in this Agreement shall preclude us from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding and the commencement of an arbitration proceeding shall be deemed to be the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation and enforcement of this arbitration provision. 1. By enrolling in Winchester Savings Bank’s Mobile Banking Service (“Mobile Banking”) and installing any software necessary to utilize Mobile Banking, you agree to the terms and conditions of this Addendum. This Addendum supplements Winchester Savings Bank’s Online Banking Agreement and any agreements that apply to Accounts that you access using Mobile Banking. 2. Mobile Banking is a financial information management service that allows you to access your Winchester Savings Bank account information, make payments to payees and make such other banking transactions as are described on our website. To utilize Mobile Banking, you may be required to install software (the “Software”) on your compatible and supported mobile phone and/or other wireless device (each, a "Wireless Device"). Once you have enrolled for Mobile Banking through our Online Banking Service and installed any required Software, designated Accounts linked to your Login ID will be accessible through your Wireless Device. We reserve the right to modify the scope of Mobile Banking at any time. We reserve the right to refuse to make any transaction you request through Mobile Banking. You agree and understand that Mobile Banking may not be accessible or may have limited utility over some wireless networks. 3. In order to properly use Mobile Banking, you should review and follow the instructions provided on our website. You agree to accept responsibility for learning how to use Mobile Banking in accordance with the online instructions and agree that you will contact us directly if you have any problems using Mobile Banking. You also accept responsibility for making sure that you know how to properly use your Wireless Device and the Software. We may modify Mobile Banking from time to time in our sole discretion. In the event of any modifications, you are responsible for making sure you that you understand how to use Mobile Banking as modified. We will not be liable to you for any losses caused by your failure to properly use the Mobile Banking or your Wireless Device. 4. You agree that, when you use Mobile Banking, you remain subject to the terms and conditions of your existing agreements with any unaffiliated service providers, including, but not limited to, your mobile service provider (i.e., AT&T, Verizon, etc.), and that this Addendum does not amend or supersede any of those agreements. You understand that those agreements may provide for fees, limitations and restrictions which might impact your use of Mobile Banking (such as data usage or text messaging charges imposed on you by your mobile service provider for your use of or interaction with Mobile Banking, which may include downloading the Software, receiving or sending Mobile Banking text messages, or other use of your Wireless Device when using the Software or other products and services provided by Mobile Banking), and you agree to be solely responsible for all such fees, limitations and restrictions. You agree that only your mobile service provider is responsible for its products and services. Accordingly, you agree to resolve any problems directly with your mobile service provider without involving us. 5. Subject to your compliance with this Addendum, you are hereby granted a personal, limited, non‐ non- transferable, non‐exclusivenon-exclusive, and non‐assignable non-assignable license (the "License") to download, install and use the Software on your Wireless Device within the United States and its territories. In the event that you obtain a different Wireless Device, you may be required to download and install the Software to that different Wireless Device. This License shall be deemed revoked immediately upon (i) your cancellation of Mobile Banking; (ii) termination of your access to our online banking services; (iii) your deletion of the Software from your Wireless Device; or (iv) our written notice to you at any time, with or without cause. You agree to promptly delete the Software from your Wireless Device if this License is revoked for any reason. 6. You represent and agree to the following by enrolling for Mobile Banking, installing the Software or by using Mobile Banking: A. Account Ownership/Accurate Information. You represent that you are the legal owner of the Accounts (or an authorized representative of the owner of the Accounts) and other financial information which may be accessed via Mobile Banking. You represent and agree that all information you provide to us in connection with Mobile Banking is accurate, current and complete, and that you have the right to provide such information to us for the purpose of using Mobile Banking. You agree not to misrepresent your identity or your account information. You agree to keep your account information up to date and accurate. You represent that you are an authorized user of the Wireless Device you will use to access Mobile Banking, and that you are authorized to download and install the Software on your Wireless Device.