Welcome and thank you for choosing to use the Verified by Visa service ("Verified by Visa") from TD Visa. Please read this agreement carefully before using Verified by Visa. In this agreement, "we," "us," or "our" refers to The Toronto-Dominion Bank, and "you," "your," or "yours" refers to the TD Visa cardholder using Verified by Visa. "Card" means the Visa card that we issued to you and that you have registered to use with Verified by Visa in accordance with this agreement.

This agreement supplements and is incorporated in our cardholder agreement from time to time with you (the "Cardholder Agreement"). In addition to this agreement, Verified by Visa is also subject to the Cardholder Agreement governing the Card transactions for which Verified by Visa is used.

1. ACCEPTANCE OF TERMS

1. Verified by Visa is provided to you, subject to the terms of this agreement and the Cardholder Agreement governing the Card transactions for which Verified by Visa is used. This agreement may be updated by us from time to time without telling you in advance. You can review the most current version of this agreement at any time at http://www.tdcanadatrust.com/tdvisa/vbv/terms.jsp. In addition, when using Verified by Visa, you will be subject to any posted guidelines or rules applicable to Verified by Visa that may be posted from time to time at the same Website.

2. You agree that creation of a Verified by Visa account password (the "Password"), and/or use of Verified by Visa, will represent your acceptance of this agreement and that continued use of Verified by Visa after you have been advised of revisions to this agreement will constitute your agreement to such revised terms and any applicable posted guidelines or rules.

3. Unless explicitly stated otherwise, any new features that augment, enhance or otherwise change Verified by Visa will be subject to this agreement.

4. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, Verified by Visa (or any part of the service) without telling you in advance.

5. Upon our request, you agree to sign a non-electronic version of this agreement.

2. DESCRIPTION OF VERIFIED BY VISA

Verified by Visa provides you with a way of increasing security in online and other transactions for which Verified by Visa is used by reducing the chances of fraud for those transactions. Registering for Verified by Visa involves providing personal information to us, which is then used to confirm your identity in connection with future online transactions or other transactions for which Verified by Visa is used, as discussed in more detail in section 5.

3. YOUR REGISTRATION OBLIGATIONS

1. You agree to (i) provide true, accurate, current and complete information about yourself as prompted by the Verified by Visa registration form ("Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or if we believe that your Registration Data is untrue, inaccurate, not current or incomplete, we have the right to suspend, terminate, or refuse your current or future use of Verified by Visa without telling you in advance.

4. REGISTRATION

1. In order to use Verified by Visa, you must provide certain information to us including the Registration Data that allows us to validate your identity and verify that you are the owner of or an authorized user of the specified Card. The information that you provide may be validated against information we already have on file that is associated with you and your Card. Once we validate your identity as part of the Verified by Visa registration process, you will be permitted to create your Password.

2. If you are unable to provide adequate or accurate information for us to validate your identity, we have the right to not allow you to register for Verified by Visa. You warrant that the information is correct and that you have the legal right to use the Card and any other cards that you register for Verified by Visa.

3. If you do not successfully register for Verified by Visa or if you choose not to register for Verified by Visa, we and/or the merchant may not accept the Card to pay for an e-commerce or other transaction subject to Verified by Visa.

4. In order to use Verified by Visa, you must have the ability to access the World Wide Web and must pay any service fees associated with such access. In addition, you must have the equipment necessary to make such a connection to the World Wide Web, including a computer and modem or other access device.

5. AUTHENTICATION

1. When engaging in an online transaction or other transaction for which Verified by Visa is used, you may be asked for your Password before the merchant accepts the Card to pay for the transaction. If you are unable to provide your Password or other required information, or if the authentication through Verified by Visa otherwise fails, we and/or the merchant may not accept the Card to pay for that transaction.

2. By registering for Verified by Visa, you agree to the use of Verified by Visa to evidence your identity, including for purposes of transactions on your Card account and authorization of recurring pre-authorized debit transactions on your Card account.

6. USE OF INFORMATION

1. Registration Data and other personal information about you is subject to TD Bank Financial Group's privacy code and the Use of Information section in the Cardholder Agreement. You authorize us to collect and use information about you when you register for Verified by Visa and when you conduct transactions using Verified by Visa in order to verify your identity and authorize transactions. Your information will be associated with the Password.

7. CARDHOLDER PASSWORD AND SECURITY

1. You are solely responsible for maintaining the confidentiality of the Password, Registration Data and other verification information established by you with Verified by Visa, and all activities that occur using the Password, Registration Data or other verification information supplied to or established by you with Verified by Visa. You agree not to transfer or sell your use of, or access to, Verified by Visa to any third party. You agree to immediately notify us of any unauthorized use of the Password, Registration Data or other verification information, or any other breach of security. The toll-free number to call is 1-800-983-8472 or you may call us collect at (416) 983-8472. You acknowledge and agree that, except as otherwise provided by Applicable Law or in the Cardholder Agreement, we will not be liable for any loss or damage arising from your failure to comply with this agreement.

2. The Password is a personal identification code under the terms of the Cardholder Agreement and the terms of the Cardholder Agreement apply to the Password. You are responsible for the care and control of the Password. You must maintain it safely at all times which includes:
   • keep the Password separate from the Card;

   • keep the Password strictly confidential;

   • take all reasonable precautions to ensure that no one finds out the Password including while you key-in the Password at a computer or other machine;

   • avoid such Password combinations that may be easily determined by others, such as birthdays, phone numbers, age, Social Insurance Number, etc.;

   • ensure that your Password is unique; and

   • contact us immediately if your Card is lost or stolen or if the Password becomes known to an unauthorized person.

   Your Card and Password are reserved strictly for your own use. If they are used by someone else, you will be required to prove that you took all reasonable precautions to protect these items. We may also permit primary cardholders, co-applicants and supplementary cardholders to register for and use Verified by Visa including conducting transactions without notice to other cardholders on the Card account.

8. YOUR CONDUCT

1. You agree not to:
   1. impersonate any person or entity using Verified by Visa;

   2. upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment used by Verified by Visa;

   3. spam or flood the Verified by Visa Website or service;

   4. modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Verified by Visa Website or service or the software used in connection with Verified by Visa;

   5. remove any copyright, trademark, or other proprietary rights notices contained in Verified by Visa;

   6. "frame" or "mirror" any part of the Verified by Visa Website or service without our prior written authorization;

   7. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Verified by Visa Website or service or its contents;

   8. otherwise interfere with, or disrupt, Verified by Visa or servers or networks connected to Verified by Visa, or violate this agreement or any requirements, procedures, policies or regulations of Verified by Visa or of any networks connected to Verified by Visa; or

   9. intentionally or unintentionally violate any applicable local, provincial, national or international statute, regulation, regulatory guideline or judicial or administrative interpretation, or any rule or requirement established by us (all of which will constitute "Applicable Law") in connection with your use of Verified by Visa.

9. LIABILITY

1. You agree that we and our agents will not be liable to you or to any third party for any modification, suspension or discontinuance of Verified by Visa.

2. Under no circumstances will we or our agents be liable for consequential, incidental, special or indirect losses or other damages, such as any damage to your computer or telephone service resulting from your use of Verified by Visa.

3. We and our agents assume no responsibility for, and will not be liable for, any damages to, or any viruses which may affect, your computer equipment or other property on account of your access to, use of, or downloading from, the Verified by Visa Website or service.

10. TERMINATION

1. If you want to end your ability to use Verified by Visa, you must notify us so that your Password and Registration Data with Verified by Visa can be deactivated. Any purchases you made using Verified by Visa prior to deactivation will not be affected.

2. We may temporarily or permanently deactivate your ability to use Verified by Visa and terminate your relationship with us at any time, with or without fault on your part and without telling you in advance. We may also automatically deactivate your ability to use Verified by Visa if it is not used at least one time during any twelve (12) month period. We will automatically deactivate your ability to use Verified by Visa if the Cardholder Agreement ends or if your Card is cancelled.

11. DEALINGS WITH MERCHANTS

Your correspondence or business dealings with, or participation in promotions of, online retail or other merchants on or through Verified by Visa, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such merchant. You agree that, except as otherwise provided by Applicable Law or in the Cardholder Agreement, we and our agents will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. You understand that use of Verified by Visa does not, in any way, indicate that we recommend or endorse any merchant, regardless of whether the merchant participates in Verified by Visa. For example, Verified by Visa does not verify the identity of the merchant or the quality of the merchant's goods or services.

12. DISCLAIMER OF WARRANTIES

1. You expressly understand and agree that any software obtained through the use of Verified by Visa is downloaded and used at your own discretion and risk and that except as otherwise provided in this agreement, you will be solely responsible for any damage to your computer system or loss of data that results from the download or use of any such software or other materials through Verified by Visa.

2. EXCEPT AS OTHERWISE REQUIRED BY ANY APPLICABLE FEDERAL OR PROVINCIAL LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT VERIFIED BY VISA OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

13. NOTICE

Notices to you may be made in accordance with the terms of the Cardholder Agreement. You also may be notified of changes to this agreement or other matters by notices displayed on or links to notices displayed on http://www.tdcanadatrust.com/tdvisa/vbv/terms.jsp.

14. AGE AND RESPONSIBILITY

You represent that you are of sufficient legal age to use Verified by Visa and to create binding legal obligations for any liability you may incur as a result of the use of Verified by Visa. Except as otherwise provided by Applicable Law or in the Cardholder Agreement, you understand that you are financially responsible for all uses of Verified by Visa by you and those authorized by you to use the Password, Registration Data or other verification information.

15. INQUIRIES

If you have any questions about Verified by Visa the toll-free number to call is 1-800-983-8472 or you may call us collect at (416) 983-8472.

Registration, use or any continued use of Verified by Visa is subject to the terms of this agreement.