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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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transmitted to Customer electronically at such time(s) as <br />selected in the Services' Setup Form(s). <br />6.3.2 Retail Lockbox. As <br />applicable, the optical character recognition ("OCR") scan <br />line is captured from a retail remittance Coupon with check <br />digit validation (when supplied on the Coupon), as outlined <br />in the Services' Setup Form(s). Bank will provide scan line <br />requirements for this purpose. Bank may accommodate <br />additional fields by mutual agreement and designation in the <br />Services' Setup Form(s). Bank may provide a daily file of <br />retail payments formatted to interface with Customer's <br />accounts payable system. <br />6.3.3 Wholesale Lockbox. As <br />applicable, information is taken from the wholesale <br />remittance Coupon together with payment information, as <br />outlined in the Services' Setup Form(s), to create a data <br />transmission of receivables information. <br />6.3.4 Reporting fields will be <br />determined based on Customer's capture specifications and <br />available fields or information on the Coupon, as set forth in <br />the Setup Form(s). All Customer requests for re- <br />transmission of a failed transmission should occur within <br />one (1) Business Day of the originally scheduled <br />transmission. <br />6.4 Web Access. <br />6.4.1 As may be made available by <br />Bank from time to time, Customer may use a Web -based <br />service to access a variety of reporting options for the <br />Services ("Web Access"), including reporting of deposits, <br />images of Lockbox Items, and online review of deposit <br />details subject to pre -established data entry fields. <br />Information is available for review by Customer as the <br />Lockbox Items are processed. <br />6.4.2 A user guide and procedures <br />shall be provided to Customer as well as hardware <br />requirements. Customer agrees not to use Web Access in <br />connection with any activity other than those permitted by <br />this Appendix, unless Bank provides prior written approval. <br />Customer shall use Web Access solely for the purposes <br />described in this Appendix. When Bank uses Web Access, <br />Customer accepts the Terms of Use for Web Access, as <br />posted on Web Access pages from time to time, and all <br />selected features and functions of the modules on Web <br />Access. <br />6.4.3 Bank shall use commercially <br />reasonable efforts to notify Customer promptly of any <br />system interruption, and notify Customer in advance of any <br />update releases or other permitted changes that may <br />reasonably be expected to affect Customer. Bank may make <br />available to Customer new service releases and <br />enhancements from time to time. <br />6.4.4 Bank offers its general <br />security system capabilities to protect the integrity of the <br />account transaction and remittance information. If a <br />password, PIN, or other security device or identifier is used <br />in connection with Web Access, Customer is responsible for <br />the safekeeping of that device or identifier. Customer shall <br />not disclose the security device or identifier to any <br />unauthorized individual. Bank will establish for Customer a <br />log -on ID ("user ID"). Customer will establish a unique <br />password. Bank recommends that Customer change its <br />password periodically. Customer agrees to notify Bank <br />immediately if Customer becomes aware of. (i) any loss or <br />theft of Customer's user ID and/or password; or (ii) any <br />unauthorized use of Customer's user ID and/or password. <br />Within established security procedures, Bank will be <br />responsible for: (i) restricting Web Access to valid user <br />IDs/passwords, (ii) restricting access to customer <br />information only to valid user IDs/passwords assigned to <br />such user, and (iii) properly acting upon instructions and <br />communications associated with a valid user ID/password <br />assigned to a specific user. Bank may provide optional <br />security features to include such features as passwords that <br />expire at pre -established time periods or restrict log -on user <br />ID to certain times in the day. Bank may cancel any user <br />ID/password if Bank has reason to suspect improper use. <br />Prior to cancellation, Bank shall confer with Customer, <br />unless in Bank's reasonable opinion it would be <br />impracticable or imprudent to do so. <br />7. Retail Lockbox Remittance Document Testing. <br />Customer and Bank understand and agree that the Services <br />are dependent on the successful testing and pre -approval by <br />Bank of Customer's remittance documents. Customer <br />agrees that it will not change, in any respect, any remittance <br />document or its contents without thirty (30) days' minimum <br />prior written notification to Bank, and subsequent <br />acceptance, testing, and approval by Bank. Bank reserves <br />the right to test Customer's remittance documents from time <br />to time to assess poor quality Coupons that may require <br />manual processing by Bank. All custom, non-standard <br />assessment, testing and review, and any required custom <br />handling, may be subject to additional Bank fees. <br />8. Liability. Remittance processing is a highly <br />automated service, and Bank uses commercially reasonable <br />efforts to process items. The liability of Bank under this <br />Appendix shall in all cases be subject to the provisions of the <br />Cash Management Master Agreement and the Account <br />Agreement. <br />9. Termination of this Appendix. In the event that <br />Customer terminates the Services, Bank may forward mail <br />from a closed Lockbox to the address designated by <br />Customer, in writing, for a period of ninety (90) calendar <br />days. Bank charges apply and are payable in advance of <br />Bank providing such forwarding service. If Customer does <br />not select forwarding service, mail will be returned to <br />sender. Customer understands that PO Box numbers may <br />not be transferable, as the PO Box may be issued within <br />Bank's unique zip code, and, therefore, must be retired. <br />10. Effectiveness. Customer agrees to all the terms <br />and conditions of this Appendix. The liability of Bank under <br />this Appendix shall in all cases be subject to the provisions <br />of the Cash Management Master Agreement, including, <br />without limitation, any provisions thereof that exclude or <br />limit warranties made by, damages payable by or remedies <br />HC 4814-6754-1549 Page 39 of 54 0420 <br />
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