|
TD COMMERCIAL PLUS CARD
<br />Master Agreement
<br />This TD Bank Commercial Plus Card Master Agreement (the "Agreement") is entered into as of , 2016, between
<br />INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS(the "Company"), a Florida corporation, with its main
<br />office in Vero Beach, Florida and TD BANK, N.A. ("TD"), a national banking association, with its main office in Wilmington,
<br />Delaware.
<br />RECITALS
<br />WHEREAS, TD is a member and licensee of Visa U.S.A., Inc. ("Visa") and as such is authorized to issue Visa® charge
<br />cards bearing Visa logos and service marks, to open Visa accounts, to offer Visa services and benefits as they may be made available,
<br />and to process transactions on Visa networks; and
<br />WHEREAS, TD has developed a commercial card system composed of Visa charge cards, card controls, transaction
<br />processing, and select reports to enable a business concern to facilitate, expedite and monitor the purchase of, and payment for, goods
<br />and services acquired for the legitimate business benefit of the business concern (the "Program"); and
<br />WHEREAS, the Company desires to participate in the Program, subject to the terms of this Agreement;
<br />NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements, provisions, and covenants
<br />contained in this Agreement, the parties agree as follows:
<br />SECTION 1
<br />DEFINITIONS
<br />1.1 DEFINITIONS. Certain terms used in this
<br />Agreement, unless the context requires otherwise, shall have
<br />the following meanings.
<br />"Account" means the Visa account of a Cardholder
<br />and/or the Company maintained with TD.
<br />"Billing Cycle" means a monthly period that ends on
<br />the same day each calendar month, unless such day is not a,
<br />Business Day, in which case, the last day of such period shall
<br />be the Business Day immediately before or after such day.
<br />"Business Day" means a day, other than a Saturday
<br />or a Sunday, on which commercial banks generally are open
<br />for business in Delaware.
<br />"Card" means a tangible Visa charge card
<br />("Tangible Card") issued by TD pursuant to this Agreement
<br />or a virtual Visa charge card number ("Virtual Card") created
<br />by TD pursuant to this Agreement, as appropriate.
<br />"Card Cancellation Confirmation" means a written
<br />statement executed by a Program Administrator, as defined in
<br />Section 2.6(b), in form and substance satisfactory to TD,
<br />identifying certain Cards by Account numbers and Cardholder
<br />names and confirming (i) that the Company has retrieved and
<br />destroyed such Cards, or (ii) that the Company used
<br />reasonable efforts to retrieve such Cards but was unable to do
<br />so.
<br />ID Hank
<br />Internal
<br />"Cardholder" means an individual in whose name a
<br />Card is issued or any other employee, officer or director of, or
<br />other individual designated by, the Company as being
<br />expressly authorized to use a Card or Account.
<br />"Cardholder Agreement" means an agreement
<br />between TD and a Cardholder governing the use of a Card or
<br />Account, as amended from time to time.
<br />"Restricted Transaction" means a restricted
<br />transaction as defined in the Unlawful Internet Gambling
<br />Enforcement Act of 2006 and Federal Reserve Board
<br />Regulation GG (12 C.F.R. Part 233) and includes, without
<br />limitation, those in which credit, electronic fund transfers,
<br />checks, or drafts are accepted by gambling businesses in
<br />connection with the participation by others in unlawful
<br />Internet gambling.
<br />"Straight Through Processing" means the
<br />processing of a Transaction on Visa networks, without the use
<br />of a Tangible Card or Virtual Card, using an Account number,
<br />whereby the purchase results in a direct credit to the seller's
<br />merchant bank account.
<br />"Transaction" means a purchase that results in a
<br />debit to an Account.
<br />"Unauthorized Transaction" means any
<br />Transaction by a person, other than the Cardholder to whom
<br />the relevant Card, if any, was issued, who was not authorized
<br />to use such Card or Account by either such Cardholder or the
<br />09/15
<br />P73
<br />
|