TERMS AND CONDITIONS OF USE
Welcome to the Insured Deposit Portal Program which we refer to as the “IDP Deposit Program”. The IDP Deposit Program is a federally insured deposit program which is designed to give our clients and customers a product that will enable them to protect their liquid assets by placing cash deposits in multiple interest-bearing deposit accounts with U.S. financial institutions in a manner that maintains full insurance of the funds by the Federal Deposit Insurance Corporation. In this Agreement, the terms "our," "we," "us," or "IDP" refers to WERTZ YORK CAPITAL MANAGEMENT GROUP, LLC, d/b/a Water Walker Investments (“IDP”), a Florida financial services company. The term "you", "your", "yours", or "Participant" refers to the Participant who has an interest in an account or other relationship with IDP which is accessible through the IDP Internet Account User Service (also referred to hereinafter as the "Service"). To access the IDP Internet Account Service, you must be an authorized user. To be an authorized user, you must read and agree to the terms of this Agreement, have an eligible account with IDP and obtain an access password.
Access to our IDP Website is governed by these Terms and Conditions of Use. By using the IDP website, you agree to be bound by these Terms and Conditions of Use. Your use of the IDP Website is governed by the version of the Terms and Conditions of Use in effect on the date the IDP Website is accessed by you. Access to the authorized user only section of the IDP Website is limited to authorized employees of all entities that have signed the IDP Account Application, Bank Exclusions Disclosure and Acknowledgment and Appointment of Agent for IDP Account. You may not obtain or attempt to obtain unauthorized access to the Members-Only Site or any other protected materials or information through any means not intentionally made available by the site for your specific use.
This Agreement is in addition to any other agreements we enter into with you or disclosures we have provided to you in the past or may make to you in the future. These Terms and Conditions of Use apply to all types of electronic funds transfer services and Internet access services provided by IDP. Please read these Terms and Conditions of Use in their entirety since they contain disclosures which affect you and your IDP Account.
Each Participant may open an account in the name of the governmental entity, authority, agency, district or educational institution, corporation, foundation, trustee, non-profit organization or other qualifying entity under the IDP Deposit Program. Participant will establish an IDP account enabling the Participant to maximize its FDIC insurance coverage by using a single account that will provide online access and a monthly consolidated statement to the Participant. The account will be maintained by Toronto Dominion Bank, who will serve as the independent custodian for the IDP Account and will have fiduciary responsibilities for maintaining the IDP account. Participant may access its IDP account, initiate deposits and request withdrawals from its IDP account under these Terms and Conditions of Use.
If you wish to have a hardcopy of this agreement, either print a copy of the agreement from the website or call a IDP Customer Service Representative at 1-813-238-4800. This statement contains important information that we are required by law to provide to you. You should keep a copy for your records.
If you have any questions about these terms and conditions or the enrollment packet that have not been answered, please contact us using any of the following methods:
Insured Deposit Portal
Phone #: 813-238-4800 Toll Free: 1-866-319-3655
Attn: Water Walker Investments
P.O. Box 9691 Tampa, FL 33674
www.insured-deposit-portal.com
By establishing a IDP account, you are authorizing us to act as your agent with respect to the money market deposit account (MMDA) participating banks and deposit providers which participate in our IDP Deposit Program. When you want to make a deposit, you can either call us toll free at 1-866- 319-3655 or use our website www.insured-deposit-portal.com to complete the transaction. When you initiate a wire to Toronto Dominion Bank, our designated custodian for the IDP Deposit Program, as agent we will direct the custodian to deposit funds to any participating bank within the program either directly or through our participating deposit partners. When you want to make a withdrawal, you can complete the transaction online or call us and we will complete the transaction and have the IDP custodian wire funds directly to the Participant’s account using the wire instructions we have on file. In addition to this summary of the procedures that describe how you will be able to use your IDP Account, please review the following terms and conditions that will govern your IDP Account ("Terms"). Please understand that when you submit an application, open an account or use our services, you agree to be bound by these Terms when accessing the IDP Deposit Program.
I. Definitions
1. WERTZ YORK CAPITAL MANAGEMENT GROUP, LLC - is not a bank, we are a SEC registered investment advisor having its principal place of business at 5502 North Nebraska Avenue, Tampa, FL 33604. Participants utilize IDP's insured deposit services by appointing WERTZ YORK CAPITAL MANAGEMENT GROUP,LLC d/b/a Water Walker Investments (hereinafter defined as “IDP”) as its "agent" to direct the placement of certain cash assets pursuant to the Acknowledgment and Appointment of Agent for its IDP Account duly adopted by the Participant. IDP agrees to act as Participant's agent in accordance with the terms of this Agreement.
2. IDP Account - this is a Money Market Deposit Account (MMDA) which stretches your FDIC insurance coverage up to $35,000,000 through our multiple MMDA partners and affiliated alliances (“Providers”). You simply access one account reducing your deposit and withdrawal process to a single wire and receive daily online access and a monthly consolidated statement for your account. By agreeing to the terms and conditions of our program, you also agree to the terms and conditions of our Providers which are included as a supplemental exhibit to these Terms and Conditions of Use.
3. IDP Service - is a financial service provided by IDP that provides our customers with an alternative deposit solution with cash-like liquidity and security of FDIC insurance on 100% of the principal and interest for cash deposits over $250,000. With access to the Internet, your account number and your PASSWORD, you may perform the each of the following transactions at any time:
• send private messages to IDP;
• review statements; and
• enter transactions.
4. IDP Partners – IDP maintains a network of Providers that represent the highest quality standards and traditions in banking. Working with the Providers in our IDP Deposit Program, we use a nationally recognized bank rating service as well as a review of key capital ratios to insure that the participating banks have sufficient financial strength to qualify for deposits through the IDP Deposit Program. In addition, an ongoing monitoring, or early detection system, is implemented to ensure ongoing standards are met and/or exceeded regularly.
5. Custodial & Fiduciary Services - All transactions will be facilitated by a third party custodian. We have designated Toronto Dominion Bank (“TD Bank” and/or “Custodian”), to serve as the third party custodian for the IDP Deposit Program. In accepting this appointment, TD Bank will have a fiduciary responsibility for funds wired into the IDP Deposit Program. Under TD Bank’s Custodial & Fiduciary Agreement for Services, IDP insures the highest level of security and fiduciary responsibility to our customers and participating banks. When a Participant desires to initiate a transaction, the Participant will wire funds from its account to the Custodian. IDP will thereafter instruct Custodian, in accordance with the terms and conditions of this Agreement, to deposit the funds with Provider’s custodial banks (US Bank or Wells Fargo, for example), into MMDA (Money Market Deposit Account) accounts or with MMDA deposit providers maintained by depository institutions insured by the Federal Deposit Insurance Corporation ("FDIC") and which are participating in our IDP Deposit Program.
6. Fees - There are no monthly or per transaction fees for accessing your IDP Account. As agent for IDP accounts, Wertz York Capital Management Group receives a fee for the services provided. This fee is paid directly by the program providers for the services we provide as agent under the IDP Deposit Program. The fee paid to IDP does not impact the net rate received by the Participant, in fact, the rate received by the Participant is usually higher or the same than the
posted rate paid by the Provider if the Participant went directly to the Provider. The only transaction fee incurred by Participants is a $15 wire charged by the custodian of the CDC provider (USA Mutuals) for redemption requests made under the program.
7. Relationship with Participating Banks – By opening an IDP Account, a Participant will be able to stretch FDIC insurance coverage by placing deposits in various banking institutions. We aggregate your deposit with other funds deposited to enable you to earn higher interest on your cash deposits. The Participant will not have a direct customer relationship with a bank that participates in our IDP Deposit Program. Each underlying deposit made with a participating bank will constitute an obligation of such bank and is not directly or indirectly an obligation of IDP. We will act as your agent with respect to the IDP Account you establish by making all deposits and withdrawals for you. All transactions with respect to the IDP Account must be directed by us and all information concerning your IDP Account can only be obtained by contacting us.
8. Initiating a Transaction – After appointing IDP as its agent under this Agreement, the Participant may initiate a transaction by wiring funds to IDP’s custodial bank (the “ Custodian”). At IDP’s direction, these funds will be deposited into accounts designated by the Participant which will confirm: (i) the amount of funds to be invested; (ii) the interest rate agreed to by IDP, participating banks and providers in our IDP Deposit Program; and (iii) includes instructions furnished to IDP by the Participant (the “Instructions”).
9. Rate of Interest – On a monthly basis, we will instruct the Custodian to reinvest all interest accrued on the Participant’s IDP Account at the interest rate posted for the period as agreed upon in the Instructions. Interest will be calculated on each account by taking the average balance during each calendar month, multiplying the ratio of actual days in the given month divided by 365 days, times the agreed upon interest rate. A month shall be defined as the first day following the last banking business day of the prior calendar month, as defined by the Federal Reserve Board, through the last banking business day of the current month. Instructions received by us prior to 11:30 A.M. Eastern Time requesting withdrawal of funds from the account will be processed by IDP the same day and funds will be transferred via wire to Participant prior to 6
P.M. Eastern Time. Requests received after 11:30 A.M. Eastern Time will be processed and transferred via wire the next business day.
10. Delivery of Information by Participant - Instructions for deposit or withdrawal of funds will be considered properly presented to us when:
• Instructions are executed by the account owner or appropriate officer of the Participant online or confirmed by phone; and
• We are able to adequately confirm matters and documents relating to such Instructions and wire transfers have been favorably passed upon as above provided.
In addition to IDP's duties as agent, IDP is the recordkeeping agent for the accounts. Wire transfers to and from the accounts will be posted to the records thereof that we maintain. Should any issue arise regarding federal income tax reporting or withholding, we will take such action as Participant instructs us to undertake in writing.
In order to allow us to fulfill our record-keeping responsibility for the accounts, Participant shall provide us all necessary information with respect to the identity of the owner of each account maintained by us and the amount which is being transferred for each such owner to the Custodian for deposit in your account, and such other information as shall be reasonably necessary for us to carry out our responsibilities under this Agreement (the "Sub-Account Records"). Participant
authorizes IDP, in our capacity as agent, to disclose the Sub-Account Records, if reasonably necessary in connection with the deposit of funds in the Account or the maintenance of FDIC insurance, to the Custodian or the depository banks maintaining your account. Participant acknowledges that the Custodian has no role in assuring the maintenance of FDIC insurance and keeps no cumulative individual Participant records. None of the information provided to us with respect to the owners of the accounts shall be made available to any third party other than the providers and depository institutions holding such accounts and then only if required by applicable regulatory requirements governing the depository institution. If any such information is so required to be provided, IDP agrees that these depository institutions shall be prohibited from utilizing such information for any purpose other than the maintenance and servicing of the accounts, which prohibition shall include, but not be limited to, any effort to solicit business from the owners of the accounts.
11. No Custodian of Funds - At no time will IDP retain custody or physical possession of the assets held in your account. All wire transfers received by the Custodian shall be sent only to your account and all wire transfers from the account shall be forwarded only to the Custodian. Custodian is authorized to forward to IDP and deduct from any transfers such amounts as are due to you under the terms of this Agreement. Participant acknowledges that IDP, in our role as agent for the Participant, is not providing investment advice and is not acting as a fiduciary as defined in ERISA.
12. Termination - As soon as practicable after the termination of IDP's appointment as agent hereunder, IDP will deliver to the Participant:
a. all funds deposited into your account and the interest thereon at the rate specified in the Instructions;
b. an accounting prepared by IDP indicating the total number of accounts opened pursuant to this Agreement and any other information reasonably requested by you as the Participant.
Our appointment as agent will terminate upon forty-five (45) days written notice from Participant; provided that IDP's appointment as agent shall not be terminated during the first 180 days after the effective date of this Agreement. Upon the termination of IDP's appointment as agent, IDP will be relieved of any further responsibility hereunder, except that we will remain obligated to perform the duties set forth in the Terms and Conditions of Use of the IDP Deposit Program and to forward promptly to Participant, any funds due the Participant in the accounts as provided in Section I.9.
13. Limited Obligations – In its capacity as agent under this Agreement, you agree that:
(a) We will have no duties or obligations other than those specifically set forth herein, or as may subsequently be agreed to by IDP in writing;
(b) We will not be obligated to take any legal action hereunder which might, in our reasonable judgment, involve any expense or liability, unless we have been furnished with reasonable indemnity by Participant;
(c) We may rely on and shall be protected in acting on any certificate, instrument, opinion, notice, letter, telegram or other document, or any security, delivered to us and in good faith believed by us to be genuine and to have been authorized by the proper party or parties;
(d) We may rely on and shall be protected in acting on the written or verbal instructions from the account owner or any officer of the Participant with respect to any matter relating to our actions specifically covered by this Agreement; and
(e) We may consult with counsel satisfactory to us, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by us hereunder in good faith and in accordance with such advice or opinion of such counsel.
14. Representation and Warranties of Participant – The Participant hereby represents and warrants that:
(a) the beneficial owners of the accounts are eligible to have their funds deposited into Money Market Deposit Accounts;
(b) we acknowledge that the rules and regulations of the FDIC require that deposit account records must indicate ownership in a clear and unambiguous manner, and, with respect to a claim for insurance coverage based on a fiduciary relationship, the fiduciary relationship must be expressly disclosed in the deposit account records of the insured depository institution;
(c) we acknowledge that the rules and regulations of the FDIC require that the interests of the parties in the accounts must be ascertainable either from the deposit account records of the insured depository institution or from records maintained, in good faith and in the regular course of business, by the Participant or by some entity that has undertaken to maintain such records for the Participant;
(d) we acknowledge that insurance of accounts by the FDIC is a fact-based analysis under the rules and regulations of the FDIC, and that in certain circumstances, for example, where an owner whose funds are deposited in an account has another account at that depository bank, with a total balance in both accounts of over $250,000, all or a portion of the funds in the accounts may not be insured by the FDIC.
(e) we acknowledge that IDP agent has made no representation or warranty that the accounts will be insured in full by the FDIC.
II. Disclosure Statement Regarding Electronic Delivery of Documents
IDP provides you with the option to receive, electronically, certain documents related to your account that are otherwise sent in paper form by U.S. mail. Before you consent to receive these documents electronically, we want you to know:
1. You have the right or option to receive documents electronically or by paper copy delivered by U.S. mail. Both types of documents contain the same information. To initiate your account in paper form please contact an IDP Customer Service Representative at 1-866-319-3655.
2. If you select electronic delivery for a certain type of document, you will cease to receive a paper copy.
3. Once you have consented to receive documents electronically, you can withdraw this consent at any time at no cost to you by sending notice in writing to us at the address above or contacting an IDP Customer Service Representative at 1-866-319-3655. Such withdrawal will be effective within fifteen
(15) business days of receipt by IDP.
4. Your consent to electronic delivery of documents will apply to notices regarding electronic delivery of documents and to the categories of records and documents related to your account that you have selected from time to time, which could include account opening statements, privacy and security policies, account statements, year-end tax information, annual notices, electronic funds transfer authorizations and
confirmations, change of terms of use information for your account, and other notices regarding your account and such other documents as IDP may make available from time to time. For each type of electronic document that we offer, you can choose electronic or paper-based delivery.
5. You may request a paper copy of any document delivered electronically at no cost by calling an IDP Customer Service Representative at 1-866-319-3655. Please allow ten (10) business days for processing your request. Requesting a paper copy will not affect your participation in the electronic delivery of documents.
6. You must provide IDP with a current, valid email address. In the event you change your email address, you must notify IDP immediately online through the electronic delivery service by sending a Private Message through the contact section of your online account.
7. If we are repeatedly unable to deliver your electronic document(s) to the specified email address, IDP reserves the right to terminate the electronic delivery of documents service and deliver the documents to you via U.S. mail. All terms and conditions of our Terms and Conditions of Use apply to the electronic delivery of documents.
IDP reserves the right to terminate this service at any time.
III. Terms of Use
1. Authorization to Use.
You may access and use the IDP Website at your sole risk and responsibility and in compliance with applicable law for the sole purpose of gaining information about the possibility of using services described on the IDP Site ("Authorized Purposes"). For Authorized Purposes, you may (a) display the IDP Site on a web browser, (b) print pages of the IDP Site from a web browser, and (c) forward links to or pages from the IDP Site, electronically or in hard copy, to persons within your organization or other persons with whom you have a personal or business relationship if you believe such persons may be interested in the information, so long as you make such persons aware that you are the person who has forwarded the information and so long as you do not remove, conceal, or alter any copyright notice, byline information, disclaimer, restriction, or other notice. Failure to comply with these parameters may result in termination of your access to the IDP Website without prior notice.
2. Account Ownership.
If any of your accounts are joint accounts, then any one of the owners on those accounts may access those accounts by applying for and using the service, and we are not required to provide prior notice to the other owner. In addition, none of your accounts may be an account which requires more than one signature for transactions or which you own in a fiduciary capacity, as custodian or trustee, unless you own the account under a revocable living trust and you are the sole grantor and sole trustee.
3. No Signature Required.
You authorize us to direct all deposits and debits drawn against your IDP Account to the instructions established at initial set up of the account or the current instructions (modified from original instructions by 2 authorized signers) on file for the account without presence of your written signature.
4. Pre-Authorized Accounts.
Any signer of the account may authorize an account to be linked for Electronic Funds Transfer. Any account that requires multiple signatures to authorize debits is not eligible.
5. Regulation D Compliance.
Federal Banking Regulations (Regulation D) place a monthly limit on the number of transfers you may make from your IDP Money Market Deposit Account (MMDA) Providers without your physical presence being required. Transfers affected by this regulation therefore include: Transfers made using Online Banking; Transfers made using Telephone Banking; Overdraft transfers (made automatically to cover insufficient funds in other accounts; see below); Transfers made by a banking representative on your behalf; Pre-authorized, automatic, scheduled or recurring transfers.
You are allowed six such transfers per month, per account. IDP will not honor any withdrawals attempted beyond the monthly limit.
6. Business Days.
Business Days are deemed as Monday through Friday excluding Federal Holidays.
For determining the availability of your transactions, every day is a business day except for Saturdays, Sundays and Federal Holidays. If you make a transaction before 11:30 A.M. Eastern Time on a business day that we are open, we will consider that day to be the date your transaction. However, if you make a transaction after 11:30 A.M. Eastern Time on a business day or on a day we are not open, we will consider that the transaction was made on the next business day we are open.
7. Limits on Use.
The IDP Website is protected by copyright and other laws and, except as expressly authorized by the terms and conditions of this Agreement, you may not copy, display, print, or distribute all or any part of the IDP Website and in no event may you broadcast, decompile, disassemble, perform, publish, rent, reproduce, reverse engineer, sell, transmit, or create derivative works from all or any part of the Website or permit any person to perform any act relating to the IDP Website not authorized by this Agreement. As between IDP and you or your employer, IDP solely owns and shall continue solely to own all right, title, and interest, including all intellectual property rights, in and to the IDP Website. You may not use the IDP Website in any manner (i) that could damage or overburden our server(s) or any network connected to any of our servers or (ii) that would or does interfere with another party's use of the IDP Website.
8. Privacy.
Your use of the IDP Website may be monitored by or on behalf of IDP to protect security,
confidentiality, intellectual property, or other rights or business interests of IDP. Without limiting the foregoing, IDP reserves the right to collect and use for any lawful purpose any data you enter,
aggregate data derived from such data, and usage patterns such as click streams. IDP will follow the Privacy Policy posted or to be posted on the Public Site, as such Privacy Policy may be changed from time to time at the sole discretion of IDP.
The privacy of our customer's accounts, correspondence and any other dealings is of the utmost importance to us. We have taken ALL KNOWN measures to insure your security and privacy for your
personal and financial dealings with IDP.
To protect your privacy and money, when you open your first account online, we will assign a temporary password. You will be asked to reset your password upon use so that a randomly generated password will be created. You'll use your password to access your accounts(s) and you must keep it confidential. If you give your password to anyone, you will be responsible for any loss that stems from that disclosure.
9. Availability and Content.
IDP makes no representation, warranty, or covenant that the IDP Site will be available at all times or at any time. Various circumstances may prevent or delay availability. IDP at any time may discontinue the website in whole or in part, or suspend your access, for any reason or no reason. There may be errors or omissions in the IDP Site, and IDP reserves the right, but will not be required, to correct any errors or omissions. IDP will not be responsible for any loss, cost, damage, or liability that may result from any loss or delay of availability, any suspension of access, or any errors or omissions. In addition, IDP will not be responsible for the accuracy, completeness, or timeliness of the IDP Site (including any content on it) or for the results obtained from its use. Notwithstanding the above, IDP will be responsible for any losses incurred as a result of misstated interest rates or other erroneous terms applicable to deposits.
10. Linked Sites.
The Site may contain links to third party sites (“Linked Sites”). These links are provided only as a convenience. The inclusion of any link is not, and shall not be construed to represent an affiliation, sponsorship, endorsement, verification or monitoring by IDP of any materials, information, products or services contained in any Linked Site. In no event shall IDP be responsible or otherwise liable for the information contained on any Linked Site or your use of or inability to use any Linked Site. Your access and use of the Linked Sites are governed by the terms of use and privacy policies of such Linked Sites and we encourage you to carefully review all such terms and policies.
11. Trademarks.
The name Insured Deposit Portal or “IDP” (either alone or accompanied by the IDP logo), the IDP logo and www.insured-deposit-portal.com are trademarks and service marks of IDP. Other company, product and service marks and logos used and displayed on the Site may be trademarks or service marks owned by IDP or others. We prohibit the use of any of our IDP marks for any purpose not related to your participation in the IDP Deposit Program unless written consent is obtained. We prohibit the use of any of the IDP marks as part of a link to or from any web site unless establishment of such a link is approved in writing by us in advance.
12. No Professional Advice.
IDP does not supply tax, accounting, investment, or legal advice or other professional advice. Without limiting the foregoing, IDP does not offer any professional advice regarding the nature, potential value, or suitability of any particular security, transaction, investment strategy, or other course of action.
13. Notifications.
Except in those instances where telephonic notice is expressly permitted, all notices or other communications required or permitted hereunder shall be delivered consistent with the "Disclosure Statement Regarding Electronic Delivery of Documents"- either electronically or by paper copy delivered by U.S. mail or in each case to such other address or fax number as may be furnished from time to time by IDP or Participant. All notices and communications hereunder sent by mail shall be effective 72 hours after deposit in the United States mail, certified, postage prepaid, addressed as aforesaid, and all other notices and communications hereunder shall be effective upon receipt; provided, however, that notice of change of address shall be effective only upon receipt.
Jury Trial Waiver.
SUBJECT TO APPLICABLE LAW, YOU AND WE AGREE TO GIVE UP OUR RIGHTS TO
A TRIAL BEFORE A JURY. Disputes will be resolved either through Arbitration or in Court, in either case, without a jury.
14. No Warranties.
THE IDP SITE IS PROVIDED "AS IS." IDP MAKES NO REPRESENTATION OR EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER RELATING IN ANYWAY TO THE SITE OR ANY LINKED SITES. IDP DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL SUCH EXPRESS OR IMPLIED WARRANTIES. WITHOUT LIMITING THE FOREGOING, IDP DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL (A) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD
PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OR QUIET ENJOYMENT,
(C) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS, AND (D) WARRANTIES OTHERWISE RELATING TO ACCURACY, PERFORMANCE, OR OTHER ACTS OR OMISSIONS BY THE IDP DEPOSIT PROGRAM. WE RESERVE THE RIGHT TO CHANGE ANY AND ALL CONTENT IN THE SITE AT ANY TIME OR SERVICES OFFERED UNDER THE IDP DEPOSIT PROGRAM AT ANY TIME.
15. Exception.
IDP warrants that this program and its Providers comply with the requirements set forth in the FDIC opinion letter, dated August 17, 2004, confirming that deposits made pursuant to and in accordance with the program described in such opinion would be covered by FDIC insurance in the event of a failure of the bank(s) holding such deposits.
16. No Liability or Damages.
We will make all reasonable efforts to give you access to your accounts and accurate information. However, you agree that we're not responsible for any interruption in service or loss caused by things that are beyond our control, such as a natural disasters, wars, riots, strikes, computer failures, or losses of power, communications or transportation facilities. We won't be responsible for any direct losses or damages resulting from use of the account, unless we were negligent or acted in bad faith.
17. Governing Laws and Regulations.
Your accounts are subject to Federal and Florida state law. If any provision of these Terms is declared invalid, unenforceable, or illegal, that provision won't change the validity of any other provisions of these Terms.
18. Assignment.
No part of an account may be pledged, assigned, given as a gift, or otherwise transferred to a third party without our prior written consent.
19. Changes.
These Terms and Conditions of Use may be changed by IDP in its sole discretion by posting a notice on the IDP Website. You should check the website for notice of such changes. You and your account will be bound by the changes as soon as we implement them. If the change isn't in your favor, before it's implemented, we'll let you know about it as required by law. However, if applicable law requires us to make a change, you may not receive any prior notice. We can cancel, change or add products, accounts or services whenever we want. Notice of any such changes, additions or terminations will be provided as required by law. We can waive any of our rights under these Terms whenever we want, but this doesn't mean that we'll waive the same rights in the future.
20. Indemnification.
Each of us hereby covenants and agrees to reimburse, indemnify and hold the other harmless against any cost, expenses (including reasonable expenses of legal counsel), losses or damages which, in absence of the indemnified party's gross negligence, bad faith or willful failure to perform its obligations hereunder, may be paid, incurred or suffered by one of us or to which one of us may become subject by reason of or as a result of the administration of the other party's duties hereunder or by reason of or as a result of the other party's compliance with the instructions set forth herein, or as a result of defending itself against any claim or liability resulting from the other party's actions pursuant hereto. In no case shall a party be liable under this indemnity with respect to any claim against the other party unless the other party shall be notified by the party seeking indemnity, in writing or by telephone promptly confirmed in writing, of the written assertion of a claim or shall have been served with the summons or other legal process giving information as to the nature and basis of the claim. The indemnifying party shall be entitled to participate at its expense in the defense, and if it so elects at any time after receipt of such notice from the party seeking indemnity, the indemnifying party shall assume the defense of any suit brought to enforce any such claim, in which event the party seeking indemnity shall provide the indemnifying party with all documents and assistance reasonably necessary in assuming such defense. In the event that the indemnifying party assumes the defense of any such suit, the indemnifying party shall not be liable for the fees and expenses of any additional counsel thereafter retained by the party seeking indemnity. The party seeking indemnity shall not enter into a settlement or other compromise with respect to any indemnified cost, expense, loss, damage or liability without the indemnifying party's prior written consent. If the indemnified party shall obtain a repayment of any costs, expense, loss damage or liability paid by the indemnifying party pursuant hereto, the indemnified party shall promptly pay to the indemnifying party the amount of such repayment, together with the amount of any interest received by the indemnified party on account of such repayment.
21. Modification.
This Agreement may be amended, modified or supplemented only by a writing signed by the parties hereto.
22. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.
23. Notice.
Except in those instances where telephonic notice is expressly permitted, all notices or other communications required or permitted hereunder shall be delivered consistent with the "Disclosure Statement Regarding Electronic Delivery of Documents"- either electronically or by paper copy delivered by U.S. mail or in each case to such other address or fax number as may be furnished from time to time by IDP or Participant. All notices and communications hereunder sent by mail shall be effective 72 hours after deposit in the United States mail, certified, postage prepaid, addressed as aforesaid, and all other notices and communications hereunder shall be effective upon receipt; provided, however, that notice of change of address shall be effective only upon receipt.
IDP TERMS AND CONDITIONS OF USE UPDATE (Updated October 2018)
Under section 19 of the IDP terms and conditions, IDP may change, amend or update the terms and conditions of the IDP program. There have been some minor changes to the terms and conditions of the program that may impact the original terms and conditions. Earlier this year, the Economic Growth, Regulatory Relief, and Consumer Protection Act (”the Act”) contains important provisions for banks as to the classification of reciprocal deposits. The Act allows banks to no longer classify qualifying reciprocal deposits as brokered deposits and allows the bank to reclassify these deposits as core deposits. This provides IDP and its participants with an opportunity to enhance participation and earn additional revenue.
However, in order to take advantage of the Act, the terms and conditions of the IDP program will change in the following manner: the IDP program will continue to operate in the same manner and provide FDIC insurance to participants up to $35 Million per tax identification, but IDP will have to add individual banks as Providers in the future rather than the deposit aggregators as it has done in the past. This will not change any of the reporting or operations as TD Wealth will continue to serve as the Custodian of the program, but rather than sending funds directly from TD Wealth to be dispersed to individual banks in the FDIC increments it will utilize these individual banks as the intermediary and custodian for the deposit who will then disperse the deposits in FDIC increments to banks within the program.
IDP will continue to act as agent for participants and continue to report to participants as it has done in the past and in conjunction with the original terms and agreements. However, the method of compensation that the agent receives from the Providers may change. In the past the Providers compensated the agent directly before dispersing a rate to the participants. The agent will now receive compensation directly from the individual banks rather than the deposit aggregators. The net participant rate will not be impacted only the method of payment to the agent will change whereby the account will reflect gross interest rate less a fee and report net interest rate to the participant.
IDP reserves the right, in its sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. IDP will alert participants about any changes by updating the “Last Updated” date of these Terms and Conditions, and the participant waives any right to receive specific notice of each such change. If the change isn't in th e p a r tic ip a n t’ s f a vor, before it's implemented, IDP will let you know about it as required by law. However, if applicable law requires IDP to make a change, you may not receive any prior notice. IDP can cancel, change or add products, accounts or services at any time. Notice of any such changes, additions or terminations will be provided as required by law.
