65 timeshare and exchange programs in various states, such approval should not be interpreted as applying to any travel, leisure, or other benefit or service falling outside the jurisdiction of any such agency. o. TPI and its related companies are prohibited from doing business with certain entities, individuals, and groups of individuals as may be set forth from time to time on the Specially Designated Nationals and Blocked Persons Lists, and the Terrorism List (collectively, “Blocked Parties”). As it relates to any person who is a Blocked Party, TPI will refuse such person access to the Exchange Program and its benefits. If a Participant subsequently becomes or is determined to be a Blocked Party, TPI will cancel such Participant’s access to the Exchange Program as well as any existing Confirmations, without refund or other obligation. 7. Participants acknowledge and agree that TPI and its related companies may offer various products and services through telemarketing programs, and Participants consent to such telephonic solicitation, including, but not limited to, solicitations through automatic dialing equipment, predictive dialing equipment, and/or prerecorded messages. If any telephone number provided by a Participant as part of his or her program records is a cellular telephone number, the Participant expressly consents to the use of such cellular telephone number for all purposes and methods as set forth herein. 8. Participants acknowledge and agree that TPI and/or its related companies may offer various products and services through electronic messaging, and Participants consent to such electronic solicitation. 9. These terms and conditions shall be construed under the laws of the State of California. Participants consent to the exclusive subject matter and personal jurisdiction of the courts in Orange County, California. In the event of litigation between the parties, the prevailing party shall be entitled to all costs incurred, including reasonable attorneys’ fees. 10. These terms and conditions, including any membership and exchange fees stated herein, may be changed by TPI at its sole discretion. Participants will be provided with notice of any such changes through TPI’s regular communications or on one or more of TPI’s websites. 11. Representations concerning participation in the Exchange Program and its associated membership programs, Premier Access and Trading Places Prime are limited to materials supplied or otherwise approved by TPI in writing. All other representations are not valid or binding on TPI. Exchange Procedures 1. When Home Resort accommodations, or the points equivalent thereof, are deposited, the Participant loses the opportunity to use the Deposit for any other purpose without first withdrawing it from TPI Inventory. 2. A Deposit may be withdrawn at any time, upon the payment of a service charge, which is currently established at US$50, unless a Confirmation has been made into it or the applicable Participant has received a Confirmation based on such deposited week. Submission or confirmation of an Exchange Request is not required in order for TPI to issue a Confirmation into a Deposit or to otherwise utilize it. 3. Generally, a Deposit must be received by TPI at least 60 days, but no more than 24 months, before the commencement date of the deposited week’s occupancy. MOA Participants may make Deposits: (a) up to 49 days in advance of occupancy for Hawaii-based and international locations; or (b) up to 28 days in advance of occupancy for all other MOA resort locations. All Participants are allowed to submit Deposits less than the minimum number of days stated, but they are not ensured the right to request an Exchange against a late Deposit unless TPI issues a Confirmation into the deposited inventory. In all instances, Home Resort accommodations or points relinquished will be verified by TPI before they are accepted. 4. No fee is required to deposit a week or the points equivalent thereof. An Exchange Fee, however, is required when a Confirmation is issued against a Deposit. 5. An Exchange may be requested for the same amount of time as the Deposit. An Exchange Request may be placed at the same time that the Deposit is made or at any time thereafter, up to 24 months after the commencement date of the Deposit’s accommodations. In addition, the requested travel dates must be no earlier than 24 months before and no later than 24 months after the commencement date of the Deposit’s accommodations. 6. To submit a valid Exchange Request, a Participant must supply the information requested by TPI as of the time such request is placed. 7. In order to receive a Confirmation, a Participant must deposit Host Resort accommodations which are acceptable to TPI, in its sole discretion, and must place an Exchange Request for accommodations that are available in the TPI Inventory in accordance with these terms and conditions. 8. All Deposits expire twenty-four (24) months following the initial occupancy date of the deposited inventory. If a Participant wishes to extend the period in which he or she can utilize a Deposit to place an Exchange Request, he or she may extend such use, prior to the Deposit’s expiration, upon the payment of an additional fee per deposited week at the time the extension is requested. 9. All Confirmations are issued on a “like for like” or “comparable exchange” basis. A Participant may place an Exchange Request for accommodations which represent an upgrade to the unit size of their Deposit. Participants may also place an Exchange Request for accommodations which represent an upgrade to the seasonality of their Deposit. Upgrades may be confirmed subject to availability and generally upon the payment of an Upgrade Fee, which fee varies based on the Upgrade confirmed. 10. Exchanges are arranged on a space available basis only. Neither TPI, VRI nor the developer of any Resort can guarantee fulfillment of any Exchange Request as all Deposits are submitted on a random basis. TPI has no control over the timing, location, or number of weeks available in the TPI Inventory at any given time. 11. All Confirmations may be cancelled 24 hours or more prior to their initial date of occupancy upon the payment of the appropriate cancellation fee. Where TPI receives notice of a Participant’s cancellation more than 60 days prior to the initial date of occupancy, the cancellation fee is currently US$50. Where notice of cancellation is received 60 days or less in advance of the initial date of occupancy, the cancellation fee is currently US$100. In all instances, the applicable Participant retains the use of his or her Deposit, but the applicable Exchange Fee is forfeited. Participants are entitled to a refund of any Upgrade Fee previously paid in conjunction with the cancelled Confirmation. 12. The Confirmation is required for check-in. If a Participant does not contact TPI or the Host Resort at least forty-eight (48) hours prior to the Confirmation’s initial date of occupancy to advise the Host Resort of a late arrival, the applicable Confirmation may be cancelled twenty-four (24) hours following the start of the Host Resort accommodation’s occupancy . In such instance, the Exchange Fee will not be refunded and use of Deposited Week on which such canceled Confirmation was based will be forfeited. 13. Participants agree that: a. Confirmations are issued in the name of the Participant placing the exchange request, and confirmed accommodations may be used only by the Participant and accompanying guests, unless a guest name is provided to TPI. A guest may be denied access to the accommodations until the Terms & Conditions of Exchange & Membership