18.1 Indemnity Agreement
Each and every Independent Sales Representative agrees to indemnify and hold harmless MathiPay Exchange, its shareholders, officers, directors, employees, agents and successors in interest from and against any claim, demand, liability, loss, cost or expense including, but not limited to, court costs and attorneys' fees, asserted against or suffered or incurred by any of them, directly or indirectly arising out of or in any way related to or connected with allegedly or otherwise, the Independent Sales Representatives (a) activities as Independent Sales Representative; (b) breach of the terms of the Agreement; and/or (c) violation of or failure to comply with any applicable federal, state or local law or regulation.
18.2 Processing Charges
MathiPay Exchange reserves the right to institute a processing charge for commission checks and/or genealogy requests.
18.3 Other Services & Products
Independent Sales Representatives may not promote or another company's products or services at functions organized to feature MathiPay Exchange's products. Independent Sales Representatives are not restricted from selling other company's services and products which are not similar to or competitive with the products and services of MathiPay Exchange. However promotion of competitive services, products and/or business programs with anyone, including Independent Sales Representatives, is strictly prohibited.
To the extent permitted by law, MathiPay Exchange shall not be liable for, and each Independent Sales Representative releases MathiPay Exchange from, and waives all claims for any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by Independent Sales Representative as a result of (a) the breach by Independent Sales Representative of the Agreement and/or the Terms and Conditions and/or the Policies and Procedures; (b) the operation of Independent Sales Representative's business; (c) any incorrect or wrong data or information provided by Independent Sales Representative; or (d) the failure to provide any information or data necessary for MathiPay Exchange to operate its business, including, without limitation, the enrollment and acceptance of Independent Sales Representative into the Compensation Plan or the payment of commissions and bonuses.
18.5 Record Keeping
MathiPay Exchange encourages all Independent Sales Representatives to keep complete and accurate records of all their business dealings.
18.6 Force Majeure
MathiPay Exchange shall not be responsible for delays or failure in performance caused by circumstances beyond a party's control, such as but not limited to: fire, flood, earthquake, storm, power outages, labor difficulties, strikes, war, government decrees or orders and/or curtailment of a party's usual source of supply.
It is the obligation of every Independent Sales Representative to abide by and maintain the integrity of the Policies and Procedures and Terms and Conditions. If Independent Sales Representative observes another Independent Sales Representative committing a violation, he or she should discuss the violation directly with the violating Independent Sales Representative. If the Independent Sales Representative wishes to report such violation to MathiPay Exchange, he or she must detail violations in writing only and mark the correspondence “Attention: Legal Department”.
MathiPay Exchange reserves the right to amend the Agreement, Policies and Procedures, Terms and Conditions, its retail prices, product and service availability and the Compensation Plan type at any time without prior notice as it deems appropriate. Amendments will be communicated to Independent Sales Representatives through official MathiPay Exchange website and or official MathiPay Exchange publications. Amendments are effective and binding upon submission to the MathiPay Exchange website. In the event any conflict exists between the original documents or policies and any such amendment, the amendment will control.
18.9 Non-Waiver Provision
No failure of MathiPay Exchange to exercise any power under these Policies and Procedures or to insist upon strict compliance by Independent Sales Representative with any obligation or provision herein, and no custom or practice of the parties at variance with these Policies and Procedures, shall constitute a waiver of MathiPay Exchange's right to demand exact compliance with these Policies and Procedures. MathiPay Exchange's waiver of any particular default by Independent Sales Representative shall not affect or impair MathiPay Exchange's rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any other Independent Sales Representative. No delay or omissions by MathiPay Exchange to exercise any right arising from a default effect or impair MathiPay Exchange's rights as to that or any subsequent or future default. Waiver by MathiPay Exchange can be affected only in writing by an authorized officer of MathiPay Exchange.
19.0 Governing Law
The Agreement and these Policies and Procedures shall be governed by the laws of the country of the Home Office into which the Independent Sales Representative is registered.
In the event a dispute arises between the MathiPay Exchange and an Independent Sales Representative regarding their respective rights, duties under this agreement, or in the event of a claim of breach of the Independent Sales Representative Agreement, it is agreed that such dispute shall be exclusively resolved pursuant to binding arbitration under the Commercial Rules of the Tanzania Arbitration Association with arbitration to occur at KIBONDO, KIGOMA, TANZANIA. The Arbitrator may award, in addition to declaratory relief, contractual damages and shall award reasonable attorney’s fees and costs to the prevailing party. An award of attorney’s fees and costs shall continue through any review, appeal or enforcement of an arbitration decision. The arbitration decision may be enforced in any court of competent jurisdiction. This provision shall not be construed so as to prohibit either party from obtaining preliminary or permanent injunctive relief in any court of competent jurisdiction. The parties each expressly waive their right to collect consequential, punitive and exemplary damages from the other party.
19.2 Entire Agreement
The Policies and Procedures are incorporated into the Agreement and, along with the Terms and Conditions and Compensation Plan, constitute the entire agreement of the parties regarding their business relationship.
If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the Agreement, including these Policies and Procedures and Terms and Conditions, or any specification, standard or operating procedure which MathiPay Exchange has prescribed is held to be invalid or unenforceable, MathiPay Exchange shall have the right to modify the invalid or unenforceable provision, specification, standard or operating procedure or any portion thereof to the extent required to be valid and enforceable, and the Independent Sales Representative shall be bound by any such modification. The modification will be effective only in the jurisdiction in which it is required.
19.4 Limitation of Damages
To the extent permitted by law, MathiPay Exchange and its Independent Sales Representatives, Officers, Directors, Employees and other representatives, shall not be liable for, and Independent Sales Representative hereby release the foregoing from, and waive any claim for loss of profit, incidental, special, consequential or exemplary damages which may arise out of any claim whatsoever relating to MathiPay Exchange performance, nonperformance, act or omission with respect to the business relationship or other matters between any MathiPay Exchange and MathiPay Exchange, whether sounding in contract tort or strict liability. MathiPay Exchange shall not exceed and is hereby expressly limited to, the amount of unsold MathiPay Exchange services and/or products of MathiPay Exchange owned by the Independent Sales Representative and any commissions owed to the Independent Sales Representative.
Any communication, notice or demand of any kind whatsoever which either the Independent Sales Representative or MathiPay Exchange may be required or may desire to give or to serve upon the other shall be in writing and delivered by electronic communication whether by telex, telegram, Email or telecopy (if confirmed in writing sent by registered or certified mail, postage prepaid, return receipt requested). Any such communication, notice or demand shall be deemed to have been given or served on the date of confirmed dispatch, if by electronic communication, or on the date shown on the return receipt or by other evidence if delivery is by mail.