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� �. Amendments: These Service Terms and any processing and packaging instructions may be amended by the Bank at any time upon 15 days' prior notice to the Customer. The Bank will provide prompt notice of any amendment. 12. Termination /Suspension: The Customer may terminate the Service at any time upon written notice to the Bank. The Service Terms will continue to apply to all items processed under this Service. If the Bank decides to terminate this Service, the Bank will send the Customer notice thirty (30) days' prior to the discontinuance of the Service. The Bank agrees to notify the courier if the courier was arranged by the Bank of such termination. Notwithstanding the foregoing, the Bank may immediately suspend the Service for so long as required to arrange substitute courier services, if necessary or if the Service under existing terms becomes at any time contrary to applicable law, regulations or order in any jurisdiction where the Bank is required to act. The Bank will give prompt notice of any suspension. 13. Choice of Law: Jurisdiction: These Service Terms will be governed and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions. Both the Customer and the Bank irrevocably consent to the nonexclusive jurisdiction of the courts of the State of California and United States Federal Courts in connection with any suit, action or proceeding arising out of or relating to the Service Terms. C. Foreign Exchange Payment Foreign Exchange (FX) transactions are payments and receipts where the currency of the transaction is different from the currency of the underlying account. The funds transfer may consist of more than one transaction in order to move funds from an originator's account to a bene£ciary's account. The FX Payment Service allows the Customer to purchase or sell foreign currency as principal or agent ( "Trader Contracts ") and to include related settlement instructions by means of an electronic communication system or a Bank access system (each an "Access System"). As used herein, "Value Date" means the date specified in each Trader Contract for the delivery of the currency to be bought or sold. Trading Currencies. Trader Contracts will be limited to the sale or purchase of the lawful currency of such countries or any composite currency as the Bank shall determine and advise the Customer from time to time. The Value Date may not be more than one year after the date on which the Customer enters into the Trader Contract. If the Customer chooses to make payment by checks to be issued with respect to the settlement of Trader Contracts, such checks shall be limited to such currencies as the Bank may announce to the Customer from time to time; and such currencies are subject to change or termination without prior notice. Contracting a Trade: (a) Data Input. The Customer shall enter into each Trader Contract by following the procedures set forth in the Service Material and by otherwise following the instructions provided through the Access System when using the Service. "Service Material" shall mean any administrative rules, clearing house rules, payment system rules, service terms or service guides, software licenses, Internet "click wrap" terms or disclosures, user guides or implementation forms that may contain operating procedures, security procedures, specifications or other requirements applicable to the Services. (b) Contract Rate. The Bank, in its sole discretion, will determine all rates quoted by the Bank through the Access System. Such rates are basetl on various factors, including market information and information concerning the Customer and the proposed Trader Contract. The Bank shall have no obligation to quote a rate based on any particular rate existing in the market or by using any particular formula. (c) Offer by the Customer. 1. For interactive services, the Bank and the Customer agree that the information displayed through the Access System relating to the contract rate shall be deemed an invitation by the Bank to the Customer to submit an offer to the Bank to enter into a Trader Contract. If the Customer wishes to make such an offer to the Bank, the Customer will enter the required information prior to the expiration time set for the quoted rate. 2. For straight- through process services, the Customer shall enter into each Trader Contract by following the procedures set for in the Documentation for that Service. The Bank and the Customer agree that when the Customer electronically transmits the instructions specified in the Documentation to the Bank, and in the manner and format specified in the Documentation, the Customer will be deemed to have made an irrevocable offer to the Bank to enter into a Trader Contract at such rate as is applied to that transaction by the Bank. (d) Confirmation. The Bank may, but shall not be required to, accept any offer of the Customer solely by transmitting to the Customer through the Access System a confirmation (the "Confirmation "). At the moment the Bank transmits (as evidenced by its records) the Confirmation, the Bank and the Customer will have entered into the Trader Contract. The Confirmation will be sent to the Customer's terminal (which depending on the Service used by Customer could be by return confirmation file), and the Customer may print the Confirmation, provided, however, that the Trader Contract will be valid notwithstanding the failure of the Customer to receive or print a Confirmation. Each Trader Contract will give rise to an obligation for the Customer to buy from the Bank, and for the Bank to sell to the Customer, the currency shown by the Confirmation as being purchased by the Customer, or for the Bank to buy from the Customer, and the Customer to sell to the Bank, the currency shown by the Confirmation as being sold by the Customer, on the terms shown in the Confirmation, for settlement on the Value Date. (e) Buy Back of Currency. Trader Contracts, once entered into, are final and irrevocable. The Customer acknowledges and agrees that the Bank has no obligation to cancel, reverse or otherwise buy back foreign currencies purchased by the Customer under the Service. The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased (whether via PN: 350914 DOC ID. 4 Page 43 of SI