MathiPay Exchange


11.0 Affiliate Business Transferability

11.1 Acquisition of Other Affiliate Business

a) Any Affiliate desiring to acquire an interest in another Affiliate's business must first terminate his or her Affiliate status and wait three (3) months before becoming eligible for such a purchase.


b) All such transactions must be fully disclosed and must be approved by MathiPay Exchange in advance.


11.2 Transfers of Affiliates

a) Except as expressly set forth herein, Affiliate may not sell, assign or otherwise transfer his or her Affiliate entity (or rights thereof) to another Affiliate or to an individual which has an interest in Affiliate entity.


b) Notwithstanding the foregoing, Affiliate may transfer his or her Affiliate entity to his or her sponsor, subject to the conditions of Section 5.03. In such an event, the sponsor's entity and the transferring Affiliates entity shall be merged into one entity.


11.3 Conditions to Transferability

a) Affiliates may not sell, assign, merge or transfer his or her Affiliate entity (or rights thereto) without the prior written approval of MathiPay Exchange and com­pliance with the following conditions:


i) MathiPay Exchange possesses the right of first refusal with respect to any sale, assign­ment, transfer or merger of any Affiliate entity. Affiliate wishing to sell, assign, transfer or merge his or her Affiliate entity must first provide MathiPay Exchange with the right and option to make such a purchase or receive such transfer in writing on the same terms and conditions as any outstanding or intended offer.


ii) MathiPay Exchange will advise the Affiliate within ten (10) business days after re­ceipt of such notice of its decision to accept or reject the offer.


iii) If MathiPay Exchange fails to respond within the ten (10) day period or declines such offer, the Affiliate may make the same offer or accept any outstanding offer which is on the same terms and conditions as the offer to MathiPay Exchange to any person or entity who is not Affiliate, married to, or a dependent of Affiliate or who has any interest in Affiliate;


b) The selling Affiliate must provide MathiPay Exchange with a copy of all documents which detail the transfer, including, without limitation, the name of the pur­chaser, the purchase price and terms of purchase and payment;


c) An office administration transfer fee of $100.00 USD must accompany the transfer documents;


d) The documents must contain a covenant made by the selling Affiliate for the benefit of the proposed purchaser not to compete with the purchaser or attempt to divert or sponsor any existing Affiliate for a pe­riod of one (1) year from the date of the sale or transfer;


e) Upon a sale, transfer or assignment being approved in writing by MathiPay Exchange, the buying Affiliate must assume the position and terms of agreement of the selling Affiliate and must execute a current Agreement and all such other documents as required by MathiPay Exchange; and


f) MathiPay Exchange reserves the right, at its sole discretion, to stipulate additional terms and conditions prior to approval of any proposed sale or transfer.

g) MathiPay Exchange re­serves the right to disapprove any sale or transfer, where allowed by law.


12.0 Circumvention of Policies

12.1 If it is determined, at MathiPay Exchange's sole discretion, that Affiliate entity was transferred in an effort to circumvent compliance with the Agreement, the Policies and Procedures, Terms and Conditions or the Compensation Plan, the transfer will be de­clared null and void.


12.2 If the transfer is declared null and void as stipulated in section 12.1 above, Affiliate entity will revert back to the transfer­ring Affiliate, who will be treated as if the transfer had never occurred from the reversion day forward. If necessary and at MathiPay Exchange's sole discretion, ap­propriate action, including, without limitation, termination, may be taken against the transferring Affiliate to ensure compliance with the Policies and Procedures and Terms and Conditions.


13.0 Succession

13.1 Notwithstanding any other provision of this Section, upon the death of Affiliate, the Affiliateship will pass to his or her successors in interest as provided by law.


13.2 However, in regards of the preceding article in section 13.1 above, MathiPay Exchange will not recognize such a trans­fer until the successor in interest has executed a current Agreement and submitted certified copies of the death certificate, will, trust or other instru­ment required by MathiPay Exchange.


13.3 Having successfully completed the formalities in section 13.2 above, the successor will thereafter be entitled to all the rights and be subject to all the obligations of a MathiPay Exchange Affiliate.


14.0 Re-entry

14.1 Any Affiliate who transfers his or her Affiliateship must wait for three (3) months after the effective date of such transfer before becoming eligible to reapply to become an Affiliate.


15.0 Proprietary Information


15.1 Confidentiality Agreement

a) During the term of the Agreement, MathiPay Exchange may supply to Affiliates con­fidential information, including, but not limited to genealogical and downline reports, customer lists, customer information developed by MathiPay Exchange or devel­oped for and on behalf of MathiPay Exchange by Affiliates (including, but not limited to, credit data, customer and Affiliate profiles and product purchase infor­mation), Affiliate lists, manufacturer and supplier information, business reports, commission or sales reports and such other financial and business information which MathiPay Exchange may designate as confidential.


b) All such information (whether in written or electronic format) in section 15.1(a) above is proprietary and confidential to MathiPay Exchange and is transmitted to Affiliates in strictest confidence on a “need to know” basis for use solely in Affiliates business with MathiPay Exchange.


c) Affiliates must use their best efforts to keep such information in section 15.1(a) confidential and must not dis­close any such information to any third party, or use this information for any non MathiPay Exchange activity directly or indirectly while Affiliate and thereafter.


d) Affiliates must not use the information stated in section 15.1(a) to compete with MathiPay Exchange or for any purpose other than promoting MathiPay Exchange's program and its products and services. Upon expiration, non-renewal or termination of the Agreement, Affiliates must discontinue the use of such confidential information and promptly return any confidential information in their possession to MathiPay Exchange.


15.2 Copyright Restrictions

a) With respect to product purchases from MathiPay Exchange, Affiliates must abide by all manufacturers' use restrictions and copyright protections.


15.3 Vendor Confidentiality

a) MathiPay Exchange's business relationships with its vendors, manufacturers and suppli­ers are confidential. Affiliates must not contact, directly or indirectly, or speak to, or communicate with any supplier or manufacturer of MathiPay Exchange except at MathiPay Exchange sponsored events at which the supplier or manufacturer is present at the request of MathiPay Exchange.


16.0 Trademarks, Literature & Advertising

16.1 Trademarks

a) Companies name trademarks, service marks and copyrighted materials are owned by the MathiPay Exchange. The use of such marks and materials must be in strict compli­ance with these Policies and Procedures.


16.2 Advertising & Promotional Materials

a) Only the promotional and advertising materials produced by MathiPay Exchange or ap­proved in advance in writing by MathiPay Exchange may be used to advertise or promote Affiliate's business or to sell products and services of MathiPay Exchange.

b) MathiPay Exchange's litera­ture and materials may not be duplicated or reprinted without the prior written permission.


16.3 Use of MathiPay Exchange Name

a) Affiliates may use the name of MathiPay Exchange only in the following format: “Affiliate for MathiPay Exchange”.


16.4 Stationery & Business Cards

a) Affiliates are not permitted to “create” their own stationery, business cards or letterhead graphics, if MathiPay Exchange's trade name or trademarks are used. Only the approved MathiPay Exchange's graphics version and wording are permitted; letterhead, envelopes and business cards must be ordered using the online stationery order form.


16.5 Electronic Advertising

a) Affiliates may not advertise or promote their Affiliate business or MathiPay Exchange's business, products or marketing plan or use MathiPay Exchange's name in any elec­tronic media or transmission, including on the Internet via web sites or oth­erwise, without the prior written approval of MathiPay Exchange's legal department.


16.6 Telephone Listing

a) Affiliates are not permitted to use MathiPay Exchange's trade name in advertising their telephone and telecopy numbers in the white or yellow page sections of the telephone book.


b) Affiliates are not permitted to list their telephone num­bers under MathiPay Exchange's trade name without first obtaining MathiPay Exchange's prior written ap­proval. If approval is granted for an “800” listing, it must be stated in the following manner: “Affiliate for MathiPay Exchange”.


16.7 Telephone Answering

a) Affiliates may not answer the telephone by saying “MathiPay Exchange,” or in any other manner that would lead the caller to believe that he or she has reached the offices of the MathiPay Exchange.


16.8 Imprinted Checks

a) Affiliates are not permitted to use MathiPay Exchange trade name or any of its trade­marks or service marks on their business or personal checking accounts.


16.9 Media Interviews

a) Affiliates are prohibited from granting radio, television, newspaper tab­loid or magazine interviews or using public appearances, public speaking engagements, or making any type of statement to the public media to pub­licize the MathiPay Exchange, its products or MathiPay Exchange businesses, without the express prior written approval of MathiPay Exchange.


b) All media inquiries should be in writing and referred to MathiPay Exchange's corporate office, legal department.


17.0 Endorsements

a) No endorsements by a MathiPay Exchange officer or administrator or third party may be asserted, except as expressly communicated in MathiPay Exchange literature and com­munications.


b) Federal and state regulatory agencies do not approve or en­dorse direct selling programs. Therefore, Affiliates may not represent or imply, directly or indirectly, that MathiPay Exchange's programs, products or services have been approved or endorsed by any governmental agency.


17.1 Recordings

a) Affiliates may not produce or reproduce for sale or personal use prod­ucts sold by MathiPay Exchange or any MathiPay Exchange produced literature, audio or video material, pre­sentations, events or speeches, including conference calls.


b) Video and/or au­dio taping of MathiPay Exchange meetings and conferences is strictly prohibited.


17.2 Repackaging Prohibited

a) Affiliates may not repackage products or materials of MathiPay Exchange.


17.3 Independent Communications

a) Affiliates, as Independent Contractors, are encouraged to distribute information and direction to their respective downlines. However Affiliates must identify and distinguish between personal communications and the official communications of MathiPay Exchange.