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APPENDIX XII <br />TD CHECK IMAGING SERVICES <br />'This Appendix is incorporated by, reference into the parties' Cash Management Master Agreement and applies to all TD Check <br />Imaging Services (the "Services ") made available to Customer by Bank. All capitalized terms used herein without definition <br />shall have the meanings given to them in the Cash Management Master Agreement. Except as otherwise expressly provided in <br />this Appendix. to the extent that this Appendix is inconsistent with the provisions of the Cash Management Master Agreement, <br />this Appendix and any amendment hereto from time to time shall control, but only to the extent necessary to resolve such <br />conflict. <br />TERMS AND CONDITIONS <br />1. Services. The Services are designed to provide <br />Customer with images of Customer's paid checks and a file <br />in portable Document Format (" PDF -) of the Account <br />statement associated with those checks on an optical <br />compact disc ("CD "). On a predetermined schedule, or <br />upon Customer's Account statement cycle, a CD which <br />contains front -and -back images of all Customer checks <br />paid during that period will be mailed to Customer. The <br />CD contains an associated index that is used for the <br />retrieval of the paid check images. Application software. <br />sublicensed to Customer by Bank and installed on <br />C'ustomer's Computer ("Computer Software"), is used to <br />scan the CD and produce images that match the index <br />search criteria entered by Customer. flank will include <br />images of any substitute checks and /or reconstituted <br />electronic images on the CD. Bank may also provide <br />Customer with images of Customer's deposited checks <br />(front and back) and deposit tickets as part of the Services. <br />subject to Bank's prior approval. <br />2. Software; Hardware. In addition to but not in <br />lieu of the terms and conditions contained in the parties' <br />Cash Management Master Agreement regarding software <br />and Customer's Computer, the following shall also apply: <br />11 The Computer Sollware will be <br />included with each CD mailed to Customer. Customer may <br />be provided with additional Computer Software, or with <br />software to be placed on Customer's network ( "Network <br />Software'). Service is contingent upon the successful <br />installation of the Computer Software and any Network <br />Software (collectively. the "Services' Software") by <br />Customer. <br />2.2 A user manual will be provided to <br />Customer which outlines the hardware and Services <br />Software requirements, as well as specific Customer <br />instructions for use of the Scrviccs. Customer shall be <br />solely responsible, at C'ustomer's expense. for obtaining <br />any and all requisite hardware and software, in addition to <br />the Scrviccs' Software. for proper utilization of the CD and <br />for repairing. servicing, and maintaining any and all such <br />hardware. <br />2.3 Customer understands and <br />acknowledges that the Services' Software is not the <br />property of Customer. Customer acknowledges that <br />Customer has, and shall have. no right, title, or interest in <br />or to the Services' Software, except the perpetual license <br />and right to use the Services' Software for the purposes <br />described herein. Customer further acknowledges that <br />Customer has. and shall have, no right to copy. transfer. <br />alter. modify. reverse compile. reproduce in any manner or <br />convey in any manner. any part or all of the Services' <br />Software. <br />2.4 Bank shall have the right to modify. <br />correct. enhance or issue replacement Services' Software <br />from time to time at its sole discretion. Customer shall <br />immediately update the Services' Software with any <br />requisite changes upon notice thereof from Bank. <br />3. CD Issuance. <br />3.1 Bank will use reasonable efforts to <br />produce and mail a CD to Customer within rive (5) <br />Business Days after the end of the Account statement cycle <br />(the "Cycle Cut -Off Period`). Bank will use reasonable <br />efforts to produce a replacement CD within five (5) <br />Business Days of receipt of notice from Customer should <br />the CD be lost or deficient. <br />3.2. Maximum Time Period for <br />Replacement. Customer acknowledges and understands <br />that Bank may not be able to produce or replace a CD after <br />one hundred twenty (120) days have elapsed from the end <br />of the respective Cycle Cut -Off Period. <br />4. No Warranty. In addition to but not in lieu of <br />the terms and conditions contained in the parties' Cash <br />Management Master Agreement regarding disclaimer of <br />warranties, BANK FURTHER DISCLAIMS ANY <br />IMPLIED WARRANTY OF DURABILI'T'Y OF THE <br />IMAGES OF CHECKS IMAGED IN CONNECTION <br />WITI l THE SERVICES. <br />5. Effectiveness. Customer agrees to all the terms <br />and conditions of this Appendix. The liability of Bank <br />under this Appendix shall in all cases be subject to the <br />provisions of the Contract. including, without limitation. <br />any provisions thereof that exclude or limit warranties <br />made by. damages payable to or remedies available from <br />Bank. This Appendix replaces and supersedes all prior <br />agreements on file with respect to the Services and shall <br />remain in full force and effect until termination or such <br />time as a different or amended Appendix is accepted in <br />(W1913S13Jf 4 °n!I' OWN <br />