E-Commerce Associate (ECA) Agreement
The following are terms and conditions for participating in the MLM Deals E-Commerce Associate ("ECA") Program. "E-Commerce Associate" refers to you, and "MLM Deals" refers to the website http://mlmdeals.ng operated by Webclick Communications also referred to as "COMPANY".
Each ECA is required to read, understand, and comply with all terms and conditions of the Agreement. The Agreement shall constitute the entire understanding of the parties. All parts of this Agreement shall apply to the Registered ECA.
The Agreement is subject to revision by COMPANY from time to time at its sole discretion. The Agreement shall govern all aspects of the relationships between COMPANY and its E-Commerce Associates (ECA’s). The current Agreement is available on the COMPANY website.
- BECOMING AN INDEPENDENT MLM DEALS ECA
To become an ECA, a new applicant is required to read and agree to the terms of the Application and Agreement. The application should be accurately completed in its entirety and the applicant(s), including all partners, shareholders and equity owners, must agree to the terms of the Application and Agreement personally. Electronically submitted applications are considered as a received document. The COMPANY reserves the right to reject any Application at its sole discretion. Upon notification of acceptance by COMPANY, the new ECA will be entered into the COMPANY computer and electronic business files. If there are any errors on an Application, ECAs should verify with the COMPANY Support Department as soon as the error is discovered to avoid delays in any rights under the Agreement.
Eligibility requirements to become an E-Commerce Associate are as follows:
- Legal Age. Any individual who is of legal age and residing in Nigeria is eligible to become an ECA.
- ID Number. An Identification Number is to be inserted on the Application. This number should be either the Individual’s Social Security Number, Royale Business Club ID number, a Federal Tax Identification Number, if applying as a business, or a government I.D., such as a passport number.
- Legal Entity. If an Applicant is a corporation, partnership or other legal entity, all shareholder(s) of the corporate applicant, all partner(s) of the partnership or all owners of the legal entity applicant must agree to the Application, a list of the names of each shareholder of the corporate Applicant, each partner of the partnership Applicant, or each owner if another legal entity must accompany the Application. All legal documentation should be submitted with the Application, including but not limited to, articles of incorporation or organization, partnership agreements, regulations, charters, licenses, shareholder agreements, partnership agreements, and other pertinent legal information. The Application can be rejected without such documentation.
- Change of your enrolling ECA. ECAs wishing to change their registering ECA can do so only by resigning and then waiting one (1) year before re registering with a different ECA.
- Independent Contractors. ECAs are Independent Contractors. They are not franchisees, joint ventures, partners, employees or agents of COMPANY, and are prohibited from stating or implying whether orally or in writing, otherwise. ECAs have no authority to bind COMPANY to any obligation. COMPANY is not responsible for payment or co-payment of any employee benefits. ECAs are responsible for liability, health, disability, workmen’s compensation and other insurance and for any other registration required by the laws of the country of residence of the ECA. ECAs set their own hours and determine how to conduct their COMPANY business and are responsible for their own management decisions subject to the Agreement. The reference to "position or ranking" is as it applies to ECA's participation in the MLM Deals Marketing structure (the MLM Deals Compensation Plan) and adherence to the Agreement.
- No Product or Service Purchase Required. With exception of the ECA Annual Fee, No ECA is required to purchase MLM Deals products, services, marketing aids in order to participate, progress or receive commissions from this agreement and the MLM Deals Compensation Plan
- Vested Interest. An ECA can only have a vested interest in one ECA Agreement only.
- CHANGES IN E-COMMERCE ASSOCIATE STATUS
- Death. Upon the death of an ECA, the rights and responsibilities of the ECA are passed on to the rightful heir(s) as determined by a court of competent jurisdiction. The heir(s) must also confirm in writing within ninety (90) days that he or she shall be bound by the terms and conditions of the Agreement.
- Divorce. Upon divorce, COMPANY must be notified as to which former spouse will assume ownership of the ECA position as determined by a court of competent jurisdiction. A change in the ownership of the ECA position will not take place until COMPANY receives a copy of the divorce documentation. Should the party who does not assume ownership of the ECA position desire to remain an ECA; he/she may do so by submitting a new ECA Application at the time the divorce documentation is submitted to COMPANY. He/she shall then be entered as a new ECA under the original ECA Enroller.
- Marriage. If two (2) existing ECAs marry, they may maintain their separate ECA positions.
- Dissolution of Corporate or Partnership ECA POSITION. Upon the dissolution of a corporation or termination of a partnership which owns the ECA POSITION, the ownership of the ECA POSITION will be transferred pursuant to the agreement among the shareholders or partners or upon order of a court of competent jurisdiction upon written notification to COMPANY. If one or more of the partners or shareholders in an ECA POSITION terminates his/her ongoing relationship with COMPANY by leaving the partnership or disposing of his/her share of equity holdings, such parties, including the departing party, shall continue to be bound by the terms of the ECA Agreement. If a dispute arises over the disposition of the partnership interest, or assets, or share holdings or corporate assets, or the income from the ECA POSITION, COMPANY may suspend the ECA POSITION and hold all commissions until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction.
- Sale of an ECA POSITION or any rights, direct or indirect, relating to an ECA POSITION may not be transferred by the ECA without prior written approval from COMPANY, in its sole and absolute discretion. No sale will be approved unless it includes a covenant by the seller not to solicit his/her prior Group of ECAs for at least six (6) months after the effective date of the sale.
An ECA POSITION or any right thereto which is under suspension, on probation, or subject to any disciplinary action or any investigation by or on behalf of COMPANY, may not be sold or otherwise transferred while such condition continues.
The Purchase and Sale Agreement must include a provision in which the parties agree upon the ownership of the inventory of the ECA POSITION upon the sale. COMPANY shall not grant a refund on inventory from a person who sold his/her interest in an ECA POSITION.
The seller may not reapply or purchase another COMPANY POSITION for a period of twelve (12) months, either as an individual, partnership or corporation or other legal entity.
The purchaser of an ECA POSITION shall be responsible for all acts or omissions of the seller in contravention of the Agreement for a period of six (6) months after the date of COMPANY's approval of the sale or transfer. For purposes of this provision, the seller will be required to continue to comply with all post-termination obligations of the Agreement.
- Mergers; Addition of Co-ECAs, Partners, Shareholders and/or Owners. Mergers will be permitted only between enroller and its first level. COMPANY reserves the right in its sole and absolute discretion to approve or disapprove any proposed merger or admission of Co-ECAs, partners, shareholders or other owners. The admission of a Co-ECA, partner, shareholder or other owner must create a bona fide business relationship and must not involve the addition of inactive persons or of entities or other persons or entities which "pass through" income to others.
- Withdrawal or Removal of Co-ECAs, Partners and/or Owners. If a Co-ECA, Partner or Owner is removed or withdrawn from the ECA POSITION, the remaining ECA POSITION shall be responsible for all acts or omissions in contravention of the Agreements, of those who have left the ECA POSITION, for a period of six (6) months after the date of the departure of the Co-ECA, Partner, or Owner for purposes of this provision, the seller will be required to continue to comply with all terms post-termination obligations of the Agreement.
- Name Change. An ECA may change the operating name of the ECA POSITION by forwarding written notification to COMPANY. COMPANY reserves the right to request the Articles of Incorporation of a corporation or Partnership Agreement of a partnership, or any amendments pertaining thereto, as well as any other relevant documents or corporate or partnership documentation relating to ownership or control.
- Changing your enrolling Associate. Except as set forth in Section 2 D, changing your registering E-Commerce Associate is not allowed. ECA marketing is a business built upon sales of products for consumption and upon the creation of relationships. Once an ECA is enrolled, COMPANY believes in protecting this relationship to the fullest extent possible.
- Suspension of Commission Payments. If there is any question over the disposition of the ECA POSITION or the income from the ECA POSITION (whether by reason of an event described in A through J or otherwise), COMPANY may suspend the ECA POSITION and hold all commissions and bonuses until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction.
- TAXES AND GOVERNMENTAL REPORTS
- Taxes. All ECAs are personally responsible for all taxes due on any earnings from COMPANY or on sales proceeds or earnings from selling COMPANY’S products. COMPANY will provide a record of any and all moneys paid by COMPANY to each ECAS and will issue and file such reports to governmental agencies or others as may be required by law. ECAs will not be treated as an employee of COMPANY for federal or state tax or National income tax purposes.
- Sales Tax. COMPANY provides the service of collecting sales tax at the time of purchase from all users and remitting it to the State of Lagos where and when applicable. The amount of sales tax is based upon the suggested retail price of the product calculated at the local tax rate from where the product is purchased/shipped. No sales tax or VAT is foreseen on sales outside of Nigeria.
- MLM DEALS E-COMMERCE ASSOCIATE RECRUITMENT POLICY
- Every ECA can introduce other ECAs. Each new ECA prospect has the right to choose who he/she joins as his/her ECA introducing enroller. An ECA shall not unduly influence or in any way entice prospects with representations as to possible income or business development, or payment of any compensation by an ECA.
- Dispute. COMPANY recognizes the enroller ECA as the ECA shown on the first entered original ECA Application completed, dated, and electronically entered into COMPANY’S computer system.
- Training. ECAs who sell MLM Deals Systems creating other ECAs must thereafter use their best efforts to provide an on-going basis, bona fide supervision and training of these ECAs and their sales group. This should include ongoing contact, communication, encouragement and support of his/her sales organization.
- COMPENSATION PLAN AND TERMS
See corporate web site "Compensation Plan" and future additions.
- Commission Check Processing Fees – A processing fee will be charged on all commission payments in the following amounts:
Payment amount from ₦1 to ₦1000.00 (₦50.00 Processing Fee)
Payment amount from ₦1000.01 and ₦10000.00 (₦100.00 Processing Fee)
Payment amount from ₦10000.01 and ₦100000.00 (₦200.00 Processing Fee)
Payment amount from ₦100000.01 and above (₦500.00 Processing Fee)
Minimum Commission Payout is ₦1000, balances beneath this payment threshold will be carried forward to the next or subsequent payment dates until the balance exceeds ₦1000 and will then be released for payment.
- LIMITED RETURN POLICY
Upon written request of the ECA made no later than the 7th day from the date of purchase by ECA, COMPANY will refund the product purchase price minus all commissions earned by ECA and a check processing fee. The cancellation form can be found on our corporate website and must be faxed to the company no later than the 7th day from the date of purchase. The fax number can be found on the Corporate Website – Contact Us web page.
- LIMITED LICENSE
COMPANY has certain trademarks, service marks, trade names, slogans, symbols, and colour schemes that are proprietary. Except for marketing materials, sample products, and advertising provided or sold to the ECAs by COMPANY, the IBR shall not use or display such trademarks, service marks, trade names, slogans, symbols, and colour schemes without COMPANY’S prior written permission. ECA acknowledges that any right to use COMPANY’S Marks and copyrighted materials in non-exclusive, and the COMPANY has the right and sole discretion to grant others the right to use such Marks and materials. ECA expressly recognizes that any and all good will affiliated with the Marks and copyrighted materials (including goodwill arising from ECAs use) inures directly and exclusively to the benefit of COMPANY and is the property of COMPANY, and that, on expiration or termination of this Agreement, no monetary amount shall be attributable to any goodwill affiliated with ECAs use of the Marks or copyrighted materials.
Trademarks/Service Marks. ECAs shall not advertise COMPANY’S product or business opportunity in any way other than by use of authorized advertising or promotional materials made available to the ECA by COMPANY.
- ECAs are prohibited from using COMPANY’S trademarks, service marks, trade names, slogans, symbols, and colour schemes in advertising in a manner that would suggest or imply that they are employed by or are agents of COMPANY. All advertisements must provide the name of an ECA only. ECAs shall not make any representations as to potential income to be received by a prospective ECA.
- No Reproduction. All COMPANY materials, whether printed, on film or produced by audio or video recording are copyrighted and may not be reproduced in whole or in part by ECAs or any other person unless authorized in writing by COMPANY.
- No Distribution. ECAs may not produce, use or distribute any information relative to the contents, characteristics, or properties of COMPANY’S products which has not been provided directly by / or prior approved by COMPANY. This includes but is not limited to print, audio or online media.
- Deceptive Materials. ECAs may not produce, sell or distribute literature, films, audio recordings or video recordings which are deceptively similar in nature to those produced, published, and provided by COMPANY for its ECAs. An ECA may not purchase, sell, or distribute non-COMPANY materials that imply or suggest that said materials originate from COMPANY.
- Approved Vendors. Any and all support materials, e.g. promotional and premium items are to be sold and/or distributed only by COMPANY or COMPANY approved vendors.
- Telephone Use. ECAs may not answer the telephone and/or use any telephonic message device in a way that would represent or imply that they are employed by or are agents of COMPANY.
- Listing of Name. ECAs may be listed in telephone directories white or yellow pages as follows: "Individual or Company Name”, an Independent E-Commerce Associate. “Address and/or Telephone Number"
- Further Restrictions. COMPANY prohibits the use of its trademarks, service marks, trade names, slogans or symbols or any of its product trade names or any copyrighted materials through telephonic devices, including computer networks, facsimile machines or other automatic calling devices for the purpose of soliciting potential ECAs or customers.
- Media Opportunities. Media opportunities are not individual sales opportunities. All media opportunities must be referred to COMPANY’S ECA Relations department. ECAs must not have any contact with the media unless prior written authorization is received from COMPANY.
- Donations. ECAs are permitted to make personal donations of product or funds to an organization or program provided they do not represent the donation as being from COMPANY.
- Media Coverage. Donations may not be made for the purpose of soliciting media coverage. If the media solicits coverage of an event, COMPANY’S ECA Relations department must be notified immediately to review the media opportunity.
- Business Cards. An ECA may order business cards using the sample provided on the ECA Training Site. If an ECAs relationship with COMPANY has terminated, he/she must immediately cease using and destroy all business cards utilizing COMPANY trademarks, trade names, services marks, logos or colour schemes.
- Repackaging. ECA may not re-label, repackage, or modify COMPANY’S packaged or shipped materials in any way.
- No Endorsements. No endorsements by a COMPANY officer or administrator or third parties may be asserted, except as expressly communicated in COMPANY literature and communications. Federal and state regulatory agencies do not approve or endorse direct selling programs. Therefore, ECAs may not represent or imply, directly or indirectly, that COMPANY’S programs, products or services have been approved or endorsed by any governmental agency.
- Internet Policy. ECAs may not advertise or promote their ECA business or COMPANY’S business, products or Compensation Plan or use COMPANY’S name in any electronic media or transmission, including on the Internet via web sites or otherwise, without the prior written approval of COMPANY, whose approval may be withheld at its sole discretion. If written approval is given, ECAs must abide by the guidelines set forth by COMPANY, including but not limited to the following:
(i) ECAs shall not make offers or solicitations in the guise of research, surveys or informal communication, when the real intent is to sell products or services or enrol ECAs;
(ii) ECAs operating on-line websites, whether or not they collect personal information from individual consumers, shall disclose to the consumer in a prominent place on the website how the consumer information will be used and must follow any laws regulating the handling of personal data;
(iii) ECAs sharing personal information collected on-line should provide individual consumers with an opportunity to prohibit the dissemination of such information, and if any consumer requests that his or her personal information not be shared, ECAs shall refrain from sharing such information;
(iv) ECAs shall provide individual consumers the option to terminate any further communication between the ECAs and the consumer and if any consumer requests that an ECA cease communication, the ECA should immediately stop communicating upon such request;
(v) ECAs must abide by all laws and regulations regarding electronic communications, including but limited to any provision requiring prior consent for unsolicited contacts via electronic media;
(vi) ECAs may not distribute content by use of distribution lists or to any person who has not given specific permission to be included in such a process; spamming or distribution of chain letters or junk mail is not allowed;
(vii) ECAs may not distribute content that is unlawful, harassing, libellous, slanderous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or which could otherwise give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; and
(viii) ECAs may not send bulk unsolicited e-mails to persons who have not requested information. Spam is strictly prohibited.
- Sales Presentations. At sales presentations, ECAs shall truthfully identify themselves, their products, and the purpose of their business to prospective customers. ECAs may not use any misleading, deceptive, or unfair sales practices. Explanation and demonstration of products offered shall be accurate and complete including, but not limited to, with regard to price, terms of payment, right of withdrawal, refund rights, guarantees, and after-sales services and delivery. Personal or telephone contacts shall be made in a reasonable manner and during reasonable hours to avoid intrusiveness. ECAs must immediately discontinue a demonstration or sales presentation upon the request of the consumer. ECAs shall not directly or by implication, denigrate any other company or product. ECA shall refrain from using comparisons which are likely to mislead and which are incompatible to the principles of fair competition. Points of comparison shall not be unfairly selected and shall be based on facts which can be substantiated. ECA shall not abuse the trust of individual consumers, shall respect the lack of commercial experience of consumers and shall not exploit a customer’s age, illness, lack of understanding or lack of language expertise. ECA's may not systematically entice or solicit direct sellers from other direct selling organizations.
COMPANY shall not be responsible for delays and failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labour difficulties, riots, wars, fires, death, curtailment of a party’s source of supply, or government decrees.
The term of the ECA Agreement is one (1) year from the date of its acceptance by COMPANY and is automatically renewable on the then current Terms of the ECA Agreement at an additional nominal charge each year as long as an ECA is active. The ECA Agreement must be renewed each year.
- CONFLICTS OF INTEREST AND CONFIDENTIALITY
Conflict of Interest. ECAs are free to participate in other business ventures. However, during the term of this agreement, ECAs may not recruit other COMPANY ECAs or customers for any other business venture except their personally enrolled ECAs. Following the cancellation of this agreement for any reason, and for a period of six months thereafter, a former ECA may not recruit any COMPANY ECA or customer for another business venture if that ECA or Customer was not personally enrolled or introduced. The term "recruit" means actual or attempted solicitation, enrolment, encouragement, or effort to influence in any other way, either directly or through a third party, another Company ECA or customer to enrol or participate in another business venture. This conduct constitutes recruiting even if the ECAs actions are in response to an inquiry made by another ECA or customer.
Confidentiality. During the term of the Agreement, COMPANY may supply to ECAs confidential information, including, but not limited to customer lists, customer information developed by COMPANY or developed for and on behalf of COMPANY by ECAs, (including, but not limited to, customer and ECA profiles and product purchase information), ECA lists, manufacturer and supplier information, business reports, commission or sales reports and such other financial and business information which COMPANY may designate as confidential. All such information (whether in written or electronic form) is proprietary and confidential to COMPANY and is transmitted to ECAs in strictest confidence on a "need to know" basis for use solely in ECAs’ business with COMPANY. ECAs must keep such information confidential and must not disclose any such information to any third party, directly, or indirectly. ECAs must not use the information to compete with COMPANY or for any purpose other than promoting COMPANY’S program and its products and services. Upon expiration, non-renewal or termination of the Agreement, IBRs must continue to keep such information confidential, discontinue the use of such confidential information and promptly return any confidential information in their possession and all copies thereof to COMPANY.
- PRODUCT ORDER/SALES & RETURNS
Cooling-Off Laws. Federal law grants a buyer the right to cancel certain sales without penalty prior to midnight of the third business day after the transaction. COMPANY’S online sales order form contains all legally required notices. In addition, ECAs site informs the buyer of the 7 day right to cancel at the time the buyer purchases the goods. Other states may have other cooling-off regulations. ECAs must grant a right of withdrawal during the period required by such regulations, if longer than 7 days.
- PROHIBITED USAGE.
The COMPANY strictly prohibits the use of manual methods, bots, scripts, software, or any other form of automated processes to generate PPC ("clicks"). The COMPANY pays commissions only on legitimate Shopping Activity generated by actual Users generating actual visits to the Shopping Websites linked to the Shopping Applications.
The COMPANY strictly prohibits ECAs artificially increasing the User Statistics (clicks) via artificial or manual methods and will not compensate ECAs for Click Activity obtained through any artificial method.
Violations of this policy can lead to IMMEDIATE FORFEITURE OF THE "MLMDEALS DISTRIBUTION RIGHTS" AND THE TERMINATION OF THE ECA.
Filtering and NON Payment for "Excessive PPC Click Activity"
The Company has the right to and will filter out "excessive PPC activity or clicks" in calculating Commissions. The following are some but not all examples of how the Company filters out "excessive activity or clicks" in order to calculate correct Commissions:
- More than two (2) clicks from same IP address on the same merchant/shopping Website link within sixty (60) seconds.
- More than two (2) clicks from the same IP address in one (1) second flagging specific IP and/or User Statistics that have been determined to be fraud or bots, all excessive activity from these flagged IP or user agents are filtered.
The Excessive Usage Violation determination is at the sole discretion of the Company.
- ERRORS OR QUESTIONS
If an ECA has questions about or believes any errors have been made regarding Commissions, Bonuses, Sales Activity Reports, or charges, the ECA must notify COMPANY within thirty (30) days of the date of the unreported error or incident in question. COMPANY will not be responsible for any errors, omissions or problems not reported to it within 30 days.
- ROLL-UP OF VACATED ID
Upon cancellation or termination of ECA POSITION, all ECAs and Customers on the first level of the cancelling or terminating ECA may move into the vacated position. Provided, however, in the event the ECA is involuntarily terminated for violation of COMPANY policies or other wrongful conduct, COMPANY may first recoup any losses arising from the terminated ECAs conduct before all individuals on the first level of the terminated ECA move in to the vacated ECA position.
- CONTINUING DEVELOPMENT OBLIGATIONS
Any ECA who wishes to participate in COMPANY’S ECA Global Pool ICompensation Plan must perform a bona fide supervisory function to ensure that his or her sales group is properly operating his or her COMPANY business. ECAs must have ongoing contact, communication and management supervision with the IBRs in their Sales Organizations. Examples of such contact and supervision may include, but not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail and electronic mail and these contacts must not violate any part of the Agreement.
ECAs must not disparage other COMPANY ECAs, COMPANY’S products/services, the Marketing and Compensation Plan, or COMPANY’S employees.
- OBJECTIONABLE ACTIVITY OR CONDUCT
ECAs may not distribute material, have written correspondence, telephone contact, voice mail and/or electronic mail that is or contains unlawful, harassing, libellous, slanderous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or which could otherwise give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation.
- REPORTING POLICY VIOLATIONS
ECAs observing a Policy or Agreement violation by another ECA should submit a written report of the violation directly to the attention of COMPANY’S Compliance Department. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.
- DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS
- Disciplinary Sanctions. Violation of the Agreement, fraudulent, deceptive or unethical business conduct by any ECA may result, at COMPANY’S discretion, in one or more of the following corrective measures:
- Issuance of a written warning or admonition;
- Requiring the ECA to take immediate corrective measures;
- Imposition of a fine, which may be withheld from commission checks;
- Loss of rights to one or more commission payments;
- Any other measure which COMPANY deems practicable to implement to equitably resolve injuries caused partially or exclusively by the ECAs policy violation or contractual breach.
- Suspension of the individual’s ECA POSITION for one or more pay periods;
- Involuntary cancellation of the offending ECA POSITION;
- Immediate removal of the ECA web site(s);
- Any other measures expressly allowed within any provision of the Agreement or allowed by law;
The ECA is only entitled to a commission if he or she is not in violation of the Agreement.
- Reconsideration. In the event an ECA is terminated and desires for his or her termination to be reconsidered, COMPANY must receive the request for reconsideration in writing within 15 days from the date of notice of termination. If no request for reconsideration is received within the 15 day period, the termination will automatically be deemed final. If an ECA files a timely notice of request for reconsideration, COMPANY will review the request for reconsideration and notify the ECA and the Ethics Committee of its decision within 10 days after receipt of the request for reconsideration. The decision of COMPANY will be final and subject to no further review. In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice. The Ethics Committee will consist of officers of the COMPANY and at times, as determined in COMPANY’S sole discretion, other ECAs selected by COMPANY.
- Grievances and Complaints. When an ECA has a grievance or complaint with another ECA regarding any practice or conduct in relationship to their respective COMPANY businesses, the complaining ECA should first report problem to their registering ECA who should review the matter. If the matter cannot be resolved it must be reported in writing to the ECA Services Department at COMPANY. COMPANY will review the facts and resolve it.
- Cost Effective Dispute Resolution/Waiver of Jury Trial.
- If a dispute arises relating to any relationship between or among COMPANY, its Officers, Employees, ECAs, Customers, or Vendors or arising out of any products or services provided by COMPANY, it is expected that the parties will attempt in good faith to resolve any such dispute in amicable and mutually satisfactory manner. In the event such efforts are unsuccessful, either Party may serve a notice of mediation on the other Party. Notice of mediation shall be personally delivered or sent by prepaid registered airmail or air courier, and shall be effective on receipt thereof by the Party to whom it is addressed. Proof of receipt shall be a receipt signed by an officer or responsible official of the Party to whom it is addressed. The Notice of Mediation shall be dated, and without prejudice to any right under the Rules permitting subsequent modifications, and shall specify the claims issues that are to be addressed in the mediation. If differences cannot be resolved by mediation, the Parties agree that, in order to promote to the fullest extent reasonably possible a mutually amicable resolution of the dispute in a timely, efficient and cost-effective manner, they will waive their respective rights to a trial by jury and settle their dispute by submitting the controversy to arbitration in accordance with the commercial rules of the Nigeria.
The Parties further expressly agree (a) the arbitrator shall only reach his or her decision by applying strict rules of law to the facts; (b) the arbitration shall be conducted in the English language, in Lagos State; (c) the Party in whose favour the arbitration, including, but not limited to, attorneys’ fees and the cost and expense of administrating the arbitration proceedings, as well as any costs and attorneys’ fees incurred in executing on or enforcing the arbitration award; and (d) the arbitral award shall be issued in Lagos State. Except as provided in this Section 20, no Party shall be entitled to commence or maintain any action in a court of law upon any matter in dispute until such matter shall have been submitted and determined as provided herein and then only for the enforcement of such arbitration award. The institution of any action for injunctive relief shall not constitute a waiver of the right or obligation of any party to submit any claim seeking relief other than injunctive relief. Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity, use or registration of any mark, copyright, or other intellectual property or proprietary or confidential information of COMPANY without COMPANY’S prior written consent. COMPANY may seek any applicable remedy in any applicable forum with respect to these disputes and with respect to money owing to COMPANY. In addition to monetary damages, COMPANY may obtain injunctive relief against any violation of the Agreement or misuse of COMPANY’S trademarks, copyrights or confidential information.
Nothing in this rule shall prevent COMPANY from terminating the Agreement or from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other injunctive or emergency relief available to safeguard and protect COMPANY’S interests prior to the filing of or during or following any arbitration or other proceeding or pending the handing down of a decision or award in connection with any arbitration or other proceeding. Nothing contained herein shall be deemed to give the arbitrator any authority, power or right to alter, change, amend, modify, add to, or to subtract from any of the provisions of the Policies or Procedures, MLMDeals Compensation Plan or the Agreement.
- Governing Law, Jurisdiction and Venue. Sole and exclusive jurisdiction and venue of any matter shall reside in Lagos State, except to the extent invoking the jurisdiction of another court is necessary to enforce any judgement or order entered by the arbitrator or court located in Lagos State. Judgement upon the award may be entered by the appropriate Superior Court located in the Lagos State or application may be made to such court for the judicial acceptance of the award and order of enforcement, as the case may be if the Arbitrator’s award or decision is not complied with within seven (7) days of the Arbitrator’s decision, except as expressly set forth herein. Except as set forth herein, Arbitration shall be the sole and exclusive procedure for resolution of disputes between the parties, including any disputes that might arise after termination of this Agreement.
All notices to be given pursuant to the Agreement shall be deemed to have been properly given by depositing the notice in the mail, addressed to the subject ECA at the last address on file with COMPANY, post-paid and registered or certified; or delivery by hand or by a recognized overnight delivery service; or by facsimile transmission; or by email. All notices shall be deemed given; three (3) business days from the date of postmark, if sent by mail; two (2) days after notice is deposited with a delivery service; or same day if delivered by hand or upon transmission by facsimile or by email.
- NON-WAIVER PROVISION
Failure of COMPANY to exercise any right stated in the Agreement shall not constitute a waiver of COMPANY’S right to demand exact compliance therewith. Waiver by COMPANY of any breach of any provision of the Agreements shall not constitute a waiver of any prior, concurrent, or subsequent breach by the ECA. Waiver by COMPANY must be issued in writing by an authorized officer.
If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the Agreement is held to be invalid or enforceable, COMPANY shall have the right to modify the invalid or unenforceable provision or any portion thereof, to the extent required to be valid and enforceable, and the ECA shall be bound by any such modification. The modification will be effective only in the jurisdiction in which it is required.
- LIMITATION OF DAMAGES
TO THE EXTENT PERMITTED BY LAW, COMPANY AND ITS ECAs, OFFICERS, DIRECTORS, EMPLOYEES
AND OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR, AND ECAs 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 COMPANY’S
PERFORMANCE, NON-PERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS RELATIONSHIP
OR OTHER MATTERS BETWEEN ANY ECA AND COMPANY, WHETHER SOUNDING IN CONTRACT, TORT OR
STRICT LIABILITY. Furthermore, it is agreed that any damages to an ECA shall not exceed, and is hereby expressly limited to, the amount of unsold COMPANY programs, services and/or products of COMPANY owned by the ECA and any commissions owed to the ECA.