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A TRW: COPY CCHTIr°ICATION CN LAST PAGE J.R. SMITH, CLERK IM Bank APPENDIX VIII TD DIGITAL EXPRESS SERVICES This Appendix is incorporated by reference into the parties'Cash Management Master Agreement and applies to all TD Digital Express Services(the "Services")made available to Customer by Bank. All capitalized terms used herein without definition shall have the meanings given to them in the Cash Management Master Agreement. Except as otherwise expressly provided in this Appendix,to the extent that this Appendix is inconsistent with the provisions of the Cash Management Master Agreement, this Appendix and any amendment hereto from time to time shall control, but only to the extent necessary to resolve such conflict. TERMS AND CONDITIONS conform to Bank's then current applicable standards for use of the Services. Bank Hardware is provided to Customer 1. Services. The Services provide Customer with with a standard manufacturer's warranty. Customer shall an Internet-based system designed to expedite check thereafter be responsible for purchasing any and all depositing services by enabling Customer to use check additional manufacturer warranty period(s) beyond the conversion technology to submit to Bank, for deposit to standard warranty, as may be made available by the Customer's Account(s), electronic check images and manufacturer, for complying with all manufacturer associated information ("Check Images') in lieu of the recommendations for preventive maintenance, or for original checks from which such Check Images were repairing or replacing Bank Hardware. obtained. These Services are provided in accordance with the Check Clearing for the 21"Century Act("Check 21"). (iv) Customer shall bear the entire risk of loss,theft,damage or destruction of Bank Hardware 2. Hardware Requirements. from the date of receipt until return shipment to a Bank branch or shipped postage-paid to Bank.Such loss,damage 2.1 In order to use the Services, Customer or destruction of Bank Hardware shall not relieve Customer must utilize certain Bank-approved image/scanner of the obligation to make payments or to comply with any hardware(the"Hardware"). Customer must either(a)have other obligation under this Appendix. or obtain the Hardware, as approved by Bank ("CustomerHardw (v) Upon termination of this CSank ar a (b) utilize Hardware provided o Bank Appendix by either party for any reason, Customer shall (`Bank Hardware'). Customer must also have a Computer return Bank Hardware in the same condition as when B outlined in the Cash Management Master Agreement,as originally provided to Customer, except for ordinary wear Bank may specify and approve from time to time. and tear resulting from proper use.Bank Hardware shall be 2.2 If Customer elects option(a),Customer packed for proper return shipment to such place as Bank Hardware,Customer is solely responsible for the purchase, shall specify. In the event Bank Hardware has not been maintenance, performance and adequacy of Customer returned within fifteen (15) Business Days of termination Hardware. Bank makes no representations or warranties of this Appendix,Customer shall make payment to Bank in concerning, and has no responsibility or liability for, an amount equivalent to the depreciated value for Bank Customer Hardware or its use with the Services. Bank Hardware. Where agreed to by Bank in its sole discretion, shall have no liability or responsibility whatsoever for Customer may purchase Bank Hardware from Bank, errors, including but not limited to processing or subject to the terms and conditions of Bank's bill of sale or transmission errors, resulting from any Check Images similar agreement. transmitted by Customer using Customer Hardware. 3. Check Images; Image Replacement 2.3 If Customer elects option (b), Bank Documents. Hardware,Customer agrees as follows: (i) Bank will retain ownership of 3.1 Customer may use the Services to Bank Hardware provided by Bank for use with the deposit original paper checks using the Hardware to scan, Services. capture and submit Check Images to Bank through the Services' Internet site("Services Site"). Eligible items for (ii) Customer will not use Bank deposit include original checks that Customer has received Hardware in connection with any remote check deposit for payment or deposit, and obligations of financial service offered by any other financial institution other than institutions (travelers' checks, cashier checks, official Bank• checks,and money orders). 3.1.1 The following check types are not eligible for use (iii) Customer acknowledges that with and may not be processed using the Services: Bank did not manufacture Bank Hardware and has provided the same to Customer on an "AS IS"basis, and warrants only that, upon delivery, Bank Hardware will HC 4814-6754-1549 40 of 58 022016