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<br />in accordance with the laws of the State of California, United States (without regard to its conflicts of law rules). For purposes of clarity,
<br />unless otherwise specified in the Service Terms or Account Terms, for Accounts maintained in the United States and for all Services,
<br />such governing law shall include U.S. federal laws and regulations, Federal Reserve Bank rules and Operating Circulars, clearing house
<br />rules, automated clearing house rules and general commercial bank practices applicable to the type of Account and Services provided
<br />t o t he Customer.
<br />15.2 The Customer and the Bank hereby irrevocably waive all right to, and will not seek, trial by jury in any action, proceeding or
<br />counterclaim, of whatever type or nature, arising out of these Account Terms or the relationship established hereby. Any claim in
<br />connection with Accounts which are the subject of these Account Terms, unless a shorter period of time is expressly provided, must be
<br />brought against the Bank within two (2) years of the incurrence of the cause of action, except as prohibited by applicable law.
<br />15.3 In relation to each Account, the courts of the country or state in which the branch of the Bank at which the relevant Account is held shall
<br />have exclusive jurisdiction to settle any disputes that arise out of or are connected with the Account Terms, the relevant Account
<br />Documentation and /or the relevant Account. This section is for the benefit of the Bank only and does not prevent the Bank from taking
<br />proceedings in the courts of any other country or state with jurisdiction including, to the extent allowed by law, concurrently in any
<br />number of countries or states.
<br />16. Miscellaneous.
<br />16.1 If the Account Terms, Account Documentation, including, without limitation, Service Terms, are translated into, or appear in a language
<br />other than English, the English language version shall control.
<br />16.2 The term Bank shalt include any successors of the Bank including, without limitation, an assignee or successors of JPMorgan Chase
<br />Bank, N.A. or any affiliate or subsidiary of such bank or any person who, under the laws of the jurisdiction of incorporation or domicile,
<br />has assumed the rights and obligations of the Bank, affiliate or subsidiary
<br />hereunder or to which under such laws the same have been
<br />transferred.
<br />16.3 The Account Terms or Service Terms may vary applicable law or regulation to the maximum extent permitted under any such law or
<br />regulation. Any provision of applicable law or regulation that cannot be varied shall supersede any conflicting term of the Account
<br />Terms or Service Terms. Any terms of any supplement, amendment, agreement, Service Terms or notice that are inconsistent with a
<br />provision of the Account Terms shall supersede the Account Terms' provision for purposes of the particular account or Service which is
<br />the subject thereof. The Account Terms supersede and replace any other account conditions previously sent to the Customer.
<br />16A Section headings are for convenience only and shall not affect the meaning of the Account Terms. If any provision of the Account
<br />Terms shall be held to be illegal or unenforceable, the validity of the remaining portions of the Account Terms shall not be affected.
<br />16.5 The Customer represents and warrants that it shall comply with all applicable laws and regulations. The Bank will not be obligated to
<br />execute payment orders or effect any other transaction hereunder where the beneficiary or other payee is a person or entity with whom
<br />the Bank is prohibited to do business by any law or regulation applicable to the Bank in any jurisdiction (including without limitation,
<br />applicable laws and regulations regarding persons or entities which may be subject to sanctions), or in any case where compliance
<br />would, in the Bank's opinion, conflict with applicable law or banking practice or its own policies and procedures. Where the Bank does
<br />not execute a payment order or effect a transaction for such reasons, the Bank may also take any other such action as is required under
<br />any taw or regulation applicable to the Bank in any jurisdiction including, without limitation, freezing or blocking of funds.
<br />16.6 The Bank may change or update these Account Terms or impose other restrictions on the Accounts or Services, as the Bank deems
<br />necessary in the course of its business, at any time, by the sending of notice by means of ordinary mail or through electronic channels.
<br />Changes to the Account Terms which are required by law may be implemented immediately or as required by law. The Bank may waive
<br />any of these Account Terms, but such waiver shall apply only on that occasion. Such waiver shall not constitute a waiver of any other
<br />provision of the Account Terms.
<br />16.7 To the extent that the Customer has or hereafter may acquire any immunity (including sovereign, crown or similar immunity) from
<br />jurisdiction of any court, suit or legal process (whether from service of notice, injunction, attachment, execution or enforcement of any
<br />judgment or otherwise), the Customer irrevocably waives and agrees not to claim such immunity.
<br />16.8 The Customer agrees at its sole expense: (i) to advise each of its employees, officers, agents or other persons accessing any Service by
<br />or on behalf of Customer ( "Users") of their obligations under the Account Terms or under any Service Terms or ancillary Service
<br />material, including, but not limited to, the obligation to refrain from using the Service via the Internet in the countries identified by the
<br />Bank; and (ii) to provide the Bank with all information reasonably necessary to setup and provide Services for the Customer, including,
<br />but not limited to, advising the Bank of the countries from which Users will access any Service via the Internet. Customer shall promptly
<br />provide the Bank with a notice of any claims it receives regarding a Service.
<br />16.9 The Bank or the Customer, at its sole discretion, may make recordings and retain such recordings of telephone conversations between
<br />the Customer and the Bank.
<br />16.1 OAII payment Instructions, whether Items, payment orders or otherwise, are subject to applicable law and payment system rules-
<br />16.1 1 The Bank may retain copies (paper, electronic or otherwise) of any documents or Items relating to the Accounts and Services in a form
<br />preserving an image of any such documents or Items, including signatures, or a regular business record and discard the original
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