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APPENDIX VIII TD DIGITAL EXPRESS SERVICES This Appendix is incorporated by reference into the parties' Crash Management Master Agreement and applies to all TD Digital Express Services (the "Servicc(s) ") 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 1. Services. The Services provide Customer with an Internet -based system designed to expedite check depositing services by enabling Customer to use check conversion technology to submit to Bank, for deposit to Customer's Account(s), electronic check images and associated information ( "Check Images') in lieu of the original checks from which such Check Images were obtained. These Services are provided in accordance with the Check Clearing for the 21" Century Act ("Check 21"). Hardware Requirements. 2.1 In order to use the Services. Customer must utilize certain Bank - approved image /scanner hardware (the "I lardware "). Customer must either (a) have or obtain the Hardware, as approved by Bank ("Customer Hardware "), or (b) utilize Hardware provided by Bank ( "Bank I Iardware "). Customer must also have a Computer as outlined in the Cash Management Master Agreement. as Bank may spccify and approve from time to time. 2.2 It-Customer elects option (a). Customer I lardware. Customer is solely responsible for the purchase. maintenance, performance and adequacy of Customer Hardware. Bank makes no representations or warranties concerning, and has no responsibility or liability for. Customer Hardware or its use with the Services. Bank shall have no liability or responsibility whatsoever for errors, including but not limited to processing or transmission errors, resulting from any Check Images transmitted by Customer using Customer }lardware. 2.3 It' Customer elects option (b), Bank Ilardware. Customer agrees as follows: (i) Bank will retain ownership of Bank Ilardware provided by I3ank for use with the Services. (ii) Customer will not use Bank Hardware in connection with any remote check deposit service otTered by any other financial institution other than Bank. (iii) Customer acknowledges that 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 conform to Bank's then current applicable standards for use of the Services. Bank I lardware is provided to Customer with a standard manufacturer's warranty. Customer shall thereafter be responsible for purchasing any and all additional manufacturer warranty period(s) beyond the standard warranty, as may be made available by the manufacturer. for complying with all manufacturer recommendations for preventive maintenance. or for repairing or replacing Bank Ilardware. (iv) Customer shall bear the entire risk of loss. theft damage or destruction of Bank 1 Iardware from the date of receipt until return shipment to a Bank branch or shipped postage -paid to Bank. Such loss. damage or destruction ol'Bank I Iardware shall not relieve Customer of the obligation to make payments or to comply with any other obligation under this Appendix. (v) Upon termination of this Appendix by either party for any reason, Customer shall return Bank Ilardware in the same condition as when originally provided to Customer. except for ordinary wear and tear resulting from proper use. Bank I lardware shall be packed for proper return shipment to such place as Bank shall spccify. In the event Bank Hardware has not been returned within fifteen (15) days of termination of this Appendix. Customer shall make payment to Bank in an amount equivalent to Bank's replacement cost for Bank 1 lardware. 3. Check Images; Image Replacement Documents. 3.1 Customer may use the Services to deposit original paper checks using the Hardware to scan. capture and submit Check Images to Bank through the Services' Internet site ("Services Site "). Eligible items for deposit include original checks that Customer has received for payment or deposit, and obligations of financial institutions (travelers' checks, cashier checks, official checks, and money orders). The following check types. however. are not eligible for use with and may not be processed using the Services: (i) Checks payable to a third party (rather than to Customer): I ( -: 4833-0113-025- 39 ,(62 0912