TERMS AND CONDITIONS

PLEASE READ THE ENTIRE AGREEMENT. THIS IS A LEGAL AGREEMENT BETWEEN ANY ENTITY OR PERSON PARTICIAPATING IN THE iPay AFFILIATES PROGRAM (‘the Affiliate’ or ‘You’) AND FIVESPOT KENYA LTD t/a iPay (‘iPay, ‘We’ or ‘Us)’. BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that apply on you becoming an iPay affiliate. The purpose of this Agreement is to lay down a working framework to allow an individual or organization to earn a commission by providing leads and/or recruiting Merchants who will process their payments via iPay

2. Affiliate Rights & Obligations

2.1. To begin the enrollment process, you will complete and submit the online application. As much as we auto-approve applications, it does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, 2.2. As an iPay Affiliate, you will have access to our Affiliate Dashboard, to allow you to manage and view commissions owed to the Affiliate as well as have a view of the associated merchant transactions

3. iPay Rights and Obligations

3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may at our sole discretion notify you of any changes that should be made to your site, or to make sure that your links to our web site are appropriate and to notify you of any further changes that should be made. If you do not make the changes to your site as required, we reserve the right to terminate (or suspend) your participation in the iPay Affiliate Program. 3.2. iPay reserves the right to terminate this Agreement and your participation in the iPay Affiliate Program immediately and with or without notice to you should you commit fraud in your use of the Affiliate Program or should you abuse this program in any way. You hereby agree that, in addition to any other rights and remedies available to us, you will not be eligible to receive any and all commissions otherwise payable to you under this Agreement for fraudulent sales. 3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated in accordance with clause 4 of this Agreement. 3.4. Affiliate commission are determined based on quality merchant recruited as well as quality transactions in terms of validity, volume and value.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, we reserve the right to terminate this Agreement immediately upon any material breach of this Agreement by you or if we, in our sole discretion, determine that our reputation may be tarnished by your continued participation in the Affiliates Program.

5. Amendments

We reserve the right to amend any of the clauses contained in this Agreement and any time and in our sole discretion. Any amendments shall be effective upon posting of the amended Agreement (where?). You are responsible for ensuring that you are up-to-date with the Affiliate Program compliance. Your continued participation in the Affiliate Program after the effective date of any amendment will constitute an acceptance of the said amendments. If any amendment is unacceptable to you, your SOLE recourse shall be to terminate this Agreement pursuant to Clause 4 hereof.

6. Waiver

No failure or delay by us in exercising any claim, remedy, power or privilege under this Agreement shall operate as a waiver nor shall any single or partial exercise of any right, remedy, claim, power or privilege.

7. Disclaimer

iPay shall not be liable for any delay or failure in performance of its obligations under this agreement which is due to or results from any circumstances beyond its reasonable control. In any such event iPay shall be entitled to delay or cancel delivery of the Service.

8. Representations and Warranties

You represent and warrant that: 6.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; 6.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; 6.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

9. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

10. Privacy Policy

By agreeing to these Terms & Conditions (as amended from time to time), you also acknowledge that you have read and understood to our (link to Privacy Policy).

11. Third Party Beneficiaries

This agreement is solely for the benefit of the contracting parties and shall not benefit third parties.

12. Entire Agreement

10.1 This Agreement and the documents referred to in it, constitute the entire agreement and understanding of the parties and shall supersede any previous agreement between the parties relating to the subject matter of this Agreement. No variation of this Agreement shall be valid unless in writing signed by both parties. 10.2. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) which it may have relied on in entering into this Agreement. The only remedy available to it shall be for breach of contract under the terms of this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.

13. Governing Law

This Agreement shall be exclusively governed by the laws of Kenya. Should you have any questions concerning these Terms and Conditions, please contact us on Email: [email protected] Customer Service:

+254 734 441 111

+254 791 444 111 Skype: ipaysupport Twitter: @ipayafrica