1
<br />entity. The term "applicable laws" or similar terms shall mean any law, statute, order, decree, rule, injunction, license, consent, approval,
<br />agreement, guideline. circular or regulation of a government authority.
<br />17.5 Compliance; Transaction Screening. The Customer shall comply with all applicable laws and the Bank's policies notified to the Customer.
<br />The Bank is required to act in accordance with Bank policies, the laws of various jurisdictions relating to the prevention of money laundering
<br />and the implementation of sanctions, including economic or financial sanctions or trade embargoes imposed, administered or enforced from
<br />time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the
<br />Treasury or the U.S. Department of State. The Bank is not obligated to execute payment orders or effect any other transaction where a party to
<br />the transaction is a person or entity with whom the Bank is prohibited from doing business by any law applicable to the Bank, or in any case
<br />where compliance would, in the Bank's opinion, conflict with applicable law or banking practice or its own policies and procedures. Where the
<br />Bank does not execute a payment order or effect a transaction for such reasons, the Bank may take any action required by any law applicable
<br />to the Bank including freezing or blocking funds. Transaction screening may result in delays in the posting of transactions and /or funds
<br />availability. The Bank may direct the Customer to make changes to the activity in the Customer's Accounts, including to cease and desist from
<br />using the Accounts for particular types of transactions or for transactions involving particular parties from time to time. The Customer agrees to
<br />comply with such directions.
<br />17.6 Amendments; Supplements; Waivers. The Account Terms may be amended or supplemented on notice to the Customer, including by terns
<br />contained in any Service Terms or Account Documentation. The Service Terms may be amended or supplemented on notice to the Customer.
<br />These amendments or supplements may impose restrictions on the Accounts and Services, as the Bank deems necessary in the course of its
<br />business, and will be effective on notice to the Customer or at such other time to be specified in the notice; provided that amendments or
<br />supplements that are required by law may be implemented immediately or as required by law. By signing an Account signature card, Account
<br />application or similar document or by using or continuing to use any of the Accounts or Services, the Customer agrees to the Account Terms,
<br />the Account Documentation, Service Terms and any amendments or supplements, as applicable. All amendments must be in writing.
<br />The Bank may waive any of provision of these Account Terms, the Account Documentation or the Service Terms, but such waiver shall apply
<br />only on that occasion. Such waiver shall not constitute a waiver of any other provision of the Account Terms, the Account Documentation or
<br />the Service Terms. Any such waiver shall not affect the Bank's right to enforce any of its rights with respect to other customers or to enforce
<br />any of its rights with respect to later transactions with Customer and is not sufficient to modify the terms and conditions of the Account Terms,
<br />the Account Documentation or the Service Terms.
<br />17.7 Waiver of Immunity. To the extent that the Customer has or hereafter may acquire any immunity (including sovereign, crown or similar
<br />immunity) from jurisdiction of any court, suit or legal process (whether from service of notice, injunction, attachment, execution or enforcement
<br />of any judgment or otherwise), the Customer irrevocably waives and agrees not to claim such immunity as against the Bank or its affiliates.
<br />17.8 Internet Services; Notice of Claims. The Customer agrees at its sole expense: (i) to advise each of its employees, officers, agents or other
<br />persons accessing any Service by or on behalf of Customer ( "Users") of their obligations under the Account Terms, Account Documentation or
<br />under any Service Terns or ancillary Service material. including the obligation to refrain from using the Service via the Internet in the countries
<br />identified by the Bank; and (ii) to provide the Bank with all information reasonably necessary to setup and provide Services for the Customer,
<br />including advising the Bank of the countries from which Users will access any Service via the Internet.
<br />17.9 Recordings. The Bank or the Customer, at its sole discretion, may make and retain recordings of telephone conversations between the
<br />Customer and the Bank.
<br />17.10 Instructions. All Instructions, whether Items, payment orders or otherwise, are subject to applicable laws, and rules, policies, operations and
<br />practices of the applicable clearing or settlement systems or payment networks.
<br />17.11 Electronic Copies. The Bank may retain copies (paper, electronic or otherwise) of any documents or Items relating to the Accounts and
<br />Services in a form preserving an image of any such documents or Items, including signatures, or a regular business record and discard the
<br />original documents or Items. The Customer hereby waives any objection to the use of such records in lieu of their paper equivalents for any
<br />purpose and in any forum, venue or jurisdiction, including objections arising from the Bank's role or acquiescence in the destruction of the
<br />originals.
<br />17.12 Intellectual Property. All intellectual property rights in or relating to a Service, including any trademarks, service marks, logos, and trade
<br />names used in conjunction with a Service are the property of the Bank or its licensors and are protected by applicable copyright, patent,
<br />trademark and other intellectual property law. Except as provided herein, the Customer shall not reproduce, transmit, sell, display, distribute,
<br />establish any hyperlink to, provide access to, modify, or commercially exploit in whole or in part any part of a Service, without the prior written
<br />consent of the Bank.
<br />17.13 Know Your Customer. To assist in the prevention of the funding of terrorism and money laundering activities, applicable law may require
<br />financial institutions to obtain, verify, and record information that identifies each person who opens an Account. What this means for the
<br />Customer: when the Customer opens an Account, the Bank may ask for the Customer's name, address, date of birth (for individuals), and /or
<br />other information and documents that will allow the Bank to identify the Customer. The Bank may also request and obtain certain information
<br />from third parties regarding the Customer. For purposes of this provision, the Customer, to the extent required by applicable law, shall include
<br />any signatory on an Account. If the Customer fails to provide or consent to the provision of any such information, the Bank may close any
<br />Account or discontinue providing any Service without further notice.
<br />PN: 1125418 DOC ID: 5 Page 23 of 51
<br />
|