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2023-236
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2023-236
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Last modified
11/21/2023 3:59:54 PM
Creation date
11/9/2023 2:39:04 PM
Metadata
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Template:
Official Documents
Official Document Type
Agreement
Approved Date
10/31/2023
Control Number
2023-236
Agenda Item Number
8.K.
Entity Name
TD Bank
Subject
Cash Management Master Agreement for Banking and Lockbox Services
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9.1 The Services allow Customer to <br />voluntarily choose alert messages regarding Customer's <br />Account(s), including but not limited to messages to alert <br />Customer about high or low Account balance thresholds, <br />debit or credit transactions cleared, and payment status for <br />ACH and wire transactions. Bank may add new alerts from <br />time to time, or cancel existing alerts. If Customer has opted <br />to receive an alert that is being canceled, Bank will notify <br />Customer in accordance with the terms of the parties' Cash <br />Management Master Agreement. Each alert has different <br />options available, and Customer will be asked to select from <br />among these options upon activation of Customer's alerts <br />service. <br />9.2 Voluntary Alerts. <br />9.2.1 Electronic alerts will be sent <br />to the email address Customer has provided as Customer's <br />primary email address for the Services or via the Services' <br />secure messaging feature. If Customer's email address <br />changes, Customer is responsible for informing Bank of the <br />change. Customer can also choose to have alerts sent to a <br />secondary email address. Changes to Customer's primary <br />and secondary email addresses will apply to all of <br />Customer's alerts. <br />9.2.2 Customer understands and <br />agrees that Customer's alerts may be delayed or prevented <br />by a variety of factors. Bank will use commercially <br />reasonable efforts to provide alerts in a timely manner with <br />accurate information. Bank neither guarantees the delivery <br />nor the accuracy of the contents of any alert. Customer also <br />agrees that Bank shall not be liable for any delays, failure to <br />deliver, or misdirected delivery of any alert; for any errors in <br />the content of an alert; or for any actions taken or not taken <br />by Customer or any third party in reliance on an alert. <br />Customer agrees that Bank is not responsible for any costs <br />or fees incurred as a result of alerts sent to email addresses <br />or phone numbers connected with mobile or similar devices. <br />9.2.3 Alerts are not encrypted and <br />will never include Customer's Access Devices or full <br />Account number(s). However, alerts may include <br />Customer's name and some information about Customer's <br />Accounts, depending upon which alert(s) Customer selects. <br />Anyone with access to Customer's email address will be able <br />to view the contents of these alerts. <br />9.2.4 Customer may, at its option, <br />customize the subject line of Customer's alerts for easier <br />identification by Customer. Customer acknowledges and <br />agrees that Customer should not include full Account <br />number(s) or other sensitive Customer or Account <br />information in any customized subject line. <br />10. Use of Financial Management (FM) Software. <br />Use of the Services may be supplemented by use of certain <br />FM software. Compatibility and functionality of the FM <br />software with the Services may vary depending upon the FM <br />software Customer is using, and Bank makes no <br />representations or guarantees regarding use of the Services <br />with Customer's FM software. Customer is responsible for <br />obtaining and maintaining the FM software. Customer's use <br />of the FM software is governed by the software license <br />agreement(s) included with each software application. <br />Customer must agree to the terms and conditions of the <br />software license agreement(s) during the installation of the <br />FM software on Customer's Computer. Customer is <br />responsible for the correct set-up and installation of the FM <br />software, as well as maintenance, updates and upgrades to <br />the FM software and/or Customer's Computer. Bank will <br />provide Customer with reasonable assistance, when <br />requested, to enable Customer's use of the Services with FM <br />software. Bank is not responsible for any problems related <br />to the FM software itself, Customer's Computer or <br />Customer's ability to connect using the FM software as <br />described in this Appendix. Customer should verify all <br />Account data obtained and any transactions that may be <br />executed on Customer's Accounts using FM software, as <br />applicable. Bank's records of transactions, instructions and <br />communications regarding Customer's Accounts and use of <br />the Services supersede any records stored or created on <br />Customer's Computer through the use of FM software. <br />Customer is responsible for any and all obligations to any <br />software vendor arising from Customer's use of that <br />vendor's FM software. Customer acknowledges and agrees <br />that the FM software versions supported by Bank for <br />purposes of use with the Services shall be in accordance with <br />the sunset policy of the FM software provider. <br />11. Additional Security Terms. In addition to the <br />other terms of this Appendix and of the parties' Cash <br />Management Master Agreement, Customer agrees not to <br />disclose any proprietary information regarding the Services <br />to any third party (except to Customer's Administrator(s) <br />and Authorized User(s)). Customer acknowledges that there <br />can be no guarantee of secure transmissions over the Internet <br />and agrees to comply with any operating and commercially <br />reasonable security procedures Bank may establish from <br />time to time with respect to the Services. Customer will be <br />denied access to the Services if Customer fails to comply <br />with any of these procedures. Customer is responsible for <br />reviewing the transaction reports Bank provides on-line and <br />in Customer's monthly statements to detect unauthorized or <br />suspicious transactions. In addition to any other provision <br />hereof regarding authorization of transactions using the <br />Services or in the parties' Cash Management Master <br />Agreement, all transactions will be deemed to be authorized <br />by Customer and to be correctly executed thirty (30) <br />Calendar Days after Bank first provides Customer with a <br />statement or online transaction report showing that <br />transaction, unless Customer has provided written notice <br />that the transaction was unauthorized or erroneously <br />executed within that period. In order to minimize risk of loss, <br />Customer agrees to cause its Administrator or designated <br />Authorized User(s) to review the transaction audit log <br />available with the Services to detect unauthorized or <br />erroneous transactions not less frequently than once every <br />five (5) Calendar Days. <br />12. Terminating this Appendix; Liability. <br />20 of 54 0522 <br />
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