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6.12 NAME AND TRADEMARK. Except as
<br />otherwise provided herein, neither party shall use the name or
<br />logo of the other party without such party's written consent.
<br />6.13 VISA FEE ADJUSTMENTS. In the event
<br />that there is a change deemed by TD to be material in the way
<br />TD is compensated by Visa, TD may seek to renegotiate the
<br />financial terms of this Agreement. The Company shall have
<br />no obligation to renegotiate such terms; provided, that if the
<br />parties cannot agree on an adjustment of such terms, then TD
<br />at its option may (a) allow this Agreement to remain in effect
<br />without any such adjustment, or (b) terminate this Agreement
<br />upon written notice to the Company.
<br />6.14 RELATIONSHIP OF PARTIES. Nothing
<br />contained in this Agreement shall be construed as constituting
<br />or creating a partnership, joint venture, agency, or other
<br />association or relationship between TD and the Company. To
<br />the extent that either party undertakes or performs any duty for
<br />itself or for the other party as required by this Agreement, the
<br />party shall be construed to be acting as an independent
<br />contractor and not as a partner, joint venturer, or agent for the
<br />other party.
<br />6.15 PATRIOT ACT; ANTI -TERRORISM
<br />LAWS. (a) Neither the Company nor any affiliate of the
<br />Company is in violation of any statute, treaty, law (including
<br />common law), ordinance, regulation, rule, order, opinion,
<br />release, injunction, writ, decree or award of any governmental
<br />authority relating to terrorism or money laundering, including
<br />Executive Order No. 13224 and the USA Patriot Act
<br />(collectively, "Anti -Terrorism Law") or engages in or
<br />conspires to engage in any transaction that evades or avoids,
<br />or has the purpose of evading or avoiding, or attempts to
<br />violate, any of the prohibitions set forth in any Anti -Terrorism
<br />Law. (b) Neither the Company nor any affiliate of the
<br />Company, or to the Company's knowledge, any Cardholder, is
<br />any of the following (each a `Blocked Person"): (i) a person
<br />that is listed in the annex to, or is otherwise subject to the
<br />provisions of, the Executive Order No. 13224; (ii) a person
<br />owned or controlled by, or acting for or on behalf of, any
<br />person that is lifted in the annex to, or is otherwise subject to
<br />the provisions of, the Executive Order No. 13224; (iii) a
<br />person with which TD is prohibited from dealing or otherwise
<br />engaging in any transaction by any Anti -Terrorism Law; (iv) a
<br />person that commits, threatens or conspires to commit or
<br />supports "terrorism" as defined in the Executive Order
<br />No. 13224; (v) a person that is named as a "specially
<br />designated national" on the most current list published by the
<br />U.S. Treasury Department Office of Foreign Asset Control at
<br />its official website or any replacement website or other
<br />replacement official publication of such list; or (vi) a person
<br />who is affiliated with a person listed above.
<br />6.16 JURISDICTION AND VENUE. The
<br />Company irrevocably submits to the nonexclusive jurisdiction
<br />of any Federal or state court sitting in the state where its main
<br />office is located, over any suit, action or proceeding arising
<br />out of or relating to this Agreement. The Company
<br />irrevocably waives, to the fullest extent it may effectively do
<br />so under applicable law, any objection it may now or hereafter
<br />have to the laying of the venue of any such suit, action or
<br />proceeding brought in any such court and any claim that the
<br />same has been brought in an inconvenient forum. The
<br />Company hereby consents to any and all process which may
<br />be served in any such suit, action or proceeding, (i) by mailing
<br />a copy thereof by registered and certified mail, postage
<br />prepaid, return receipt requested, to the Company's address
<br />shown in this Agreement or as notified to TD and (ii) by
<br />serving the same upon the Company in any other manner
<br />otherwise permitted by law, and agrees that such service shall
<br />in every respect be deemed effective service upon the
<br />Company.
<br />6.17 JURY WAIVER. THE COMPANY AND
<br />TD EACH HEREBY KNOWINGLY, VOLUNTARILY
<br />AND INTENTIONALLY, AND AFTER AN
<br />OPPORTUNITY TO CONSULT WITH LEGAL
<br />COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A
<br />TRIAL BY JURY IN ANY ACTION OR PROCEEDING
<br />IN CONNECTION WITH THIS AGREEMENT, THE
<br />OBLIGATIONS HEREUNDER, ALL MATTERS
<br />CONTEMPLATED HEREBY AND ALL DOCUMENTS
<br />EXECUTED IN CONNECTION HEREWITH AND
<br />(B) AGREE NOT TO SEEK TO CONSOLIDATE ANY
<br />SUCH ACTION WITH ANY OTHER ACTION IN
<br />WHICH A JURY TRIAL CANNOT BE, OR HAS NOT
<br />BEEN, WAIVED. THE COMPANY CERTIFIES THAT
<br />NEITHER TD NOR ANY OF ITS REPRESENTATIVES,
<br />AGENTS OR COUNSEL HAS REPRESENTED,
<br />EXPRESSLY OR OTHERWISE, THAT TD WOULD
<br />NOT IN THE EVENT OF ANY SUCH PROCEEDING
<br />SEEK TO ENFORCE THIS WAIVER OF RIGHT TO
<br />TRIAL BY JURY.
<br />6.18 SAVINGS CLAUSE. If the Company is at any
<br />time obligated to pay fees or finance charges in excess of the
<br />maximum fees or finance charges permitted by applicable law,
<br />then the fees and finance charges, as appropriate, shall be
<br />immediately reduced to the maximum amount permitted by
<br />applicable law and all payments in excess of the maximum
<br />amount shall be deemed to have been payments in reduction
<br />of the unpaid balance of the Account.
<br />6.19 INDEMNIFICATION. The Company, on
<br />behalf of itself and its owners, directors, officers, employees,
<br />agents, and representatives (collectively, the "Company
<br />Group"), hereby releases and agrees to indemnify, defend and
<br />hold harmless TD, its affiliates, and their respective directors,
<br />officers, employees, agents, and attorneys (collectively, the
<br />"TD Group") from and against any Toss, claim, damages,
<br />TD Bank 06/15
<br />Internal
<br />P82
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