Operating Regulations For nairapay.net

THESE OPERATING REGULATIONS for nairapay.net ("Operating Regulations") and the other portions of the Agreement govern the activities of Supplier, being a business entity or individual that enters into a Supplier Agreement with nairapay.net ("nairapay.net") and offers its products and services for resale on nairapay.net's website. Supplier may be referred to as "You" or "Your" in these Operating Regulations as a participant in nairapay.net's program as described in the Agreement.


    These Operating Regulations and all of nairapay.net's website policies and statements are incorporated into and made a part of the Supplier Agreement ("Agreement").

    These Operating Regulations are effective and binding upon Supplier and nairapay.net upon the date the Agreement becomes effective, as described therein.

    Any capitalized terms herein that are not defined in these Operating Regulations shall have the meaning attributed to the term in the Agreement. nairapay.net may amend these Operating Regulations at any time upon posting the amendments on nairapay.net's website.

    Any amendment shall become effective upon such posting.

    If practical, nairapay.net will provide advance notice to Supplier of an amendment and post such advance notice on nairapay.net's website.

    Regardless of whether or not notice is provided, Supplier's continued sale of Products to nairapay.net subsequent to such posting shall constitute acceptance of the amendments.


    For questions regarding your Account, please fill out an online request ("Support Request") at the following link: http://www.nairapay.net/support


    Supplier must notify nairapay.net immediately of any changes Supplier intends to make in any of the following:

    • Products offered for sale
    • Shipping Policy
    • Return Policy
    • Primary Contact Information
    • Web address
    • URL or Domain Name

    Such notice must be provided at least ten (10) days in advance of any change.

    Should the proposed change result in a breach of the Agreement, nairapay.net may, at its discretion, suspend activity on the applicable Account or Additional Account until the breach is cured, or terminate the Agreement.


    If Supplier registers Products for inclusion in the Shopping Center, nairapay.net may purchase such Products for resale to Customers. Only those Products of Supplier that have been validly registered with nairapay.net in nairapay.net's product database may be advertised and sold on nairapay.net's Shopping Center or presented to nairapay.net for resale to Customers.

    nairapay.net shall not be restricted by Supplier as to the price charged to Customers for the resale of Products purchased from Supplier. Where applicable, nairapay.net may collect from the Customer and remit to the appropriate governmental agency an amount for sales, use, or other similar taxes.


    Supplier shall at all times respond promptly to inquiries from nairapay.net on behalf of Customers or from Customers directly, and shall endeavor to resolve disputes with said Customer.

    In the event a Customer contacts Supplier directly, Supplier shall immediately notify nairapay.net and provide nairapay.net with information requested by nairapay.net regarding such direct Customer contact.

    Supplier shall be responsible, at Supplier's expense, to monitor and resolve issues related to its nairapay.net Account. Failure to do so shall be deemed to be a breach of Supplier's obligations under the Agreement.

    nairapay.net may charge Supplier reasonable fees and recover its expenses related to Customer inquiries, Returns, or Refunds.

    In the event nairapay.net participates in an attempt to resolve an issue with a Customer, nairapay.net will notify Supplier of the details and nature of the issue and use commercially reasonable efforts in an attempt to find a solution that is acceptable to all parties to a Transaction.

    In any direct contact with Customers, Supplier shall at all times, act in a professional and courteous manner. At no time will Supplier conduct an inappropriate communication with the Customer. Inappropriate communications include, without limitation, threats of any nature, harassment or attempts at extortion. Such inappropriate communication shall be deemed to be a material breach of the Agreement.

    In addition to the other remedies nairapay.net has for Supplier's breach of its obligations, including without limitation the suspension of an Account or termination of the Agreement, nairapay.net may assess a charge of =N=100.00 as partial reimbursement for costs incurred by nairapay.net in resolving an issue with a Customer resulting from inappropriate communication by Supplier.

    Supplier shall indemnify and hold nairapay.net harmless from any, costs expenses or damages claimed by a Customer as a result of Supplier's inappropriate communications.



    A "Cancellation" occurs when Customer, Supplier or nairapay.net voids an order for a withdrawal of funds from a Customer's Card account or bank account before a sale is sent for deposit. nairapay.net will not collect a deposit from the Customer and the previously authorized funds will be released at the Card issuing bank's discretion. nairapay.net will not assess nor collect a Transaction Fee from Supplier.

    After a sale is sent for deposit, any attempt to reimburse the cost of a Product to a Customer constitutes a Refund and shall be dealt with as set forth below.


    A return occurs when a Customer returns Products previously purchased from nairapay.net ("Return").

    Supplier shall accept Returns of products and agree to provide Refunds through nairapay.net for Customers who initiate a Return or a Bank Assisted Dispute, as defined below, that nairapay.net has approved, either with nairapay.net, the entity whose brand appears on the Card ("Card Association"), the Card issuing bank, or the depository bank (in the case of electronic check payment).

    Supplier shall have a policy with regard to the return or cancellation of Products ("Supplier's Return Policy"). Supplier's Return Policy shall be clear, complete and accurate, prominently posted on its billing screen and available for review by a Customer prior to the Customer being obligated for a purchase of Products of Supplier.

    Unless otherwise agreed upon with nairapay.net in advance, Supplier's Return Policy shall, at a minimum, indicate that Supplier will not reduce the amount of a Refund by the assessment of a "restocking fee" or any other charge (including shipping charges) for any Return that occurs in accordance with Supplier's Return Policy, or for any Refund that is initiated by nairapay.net.


    A refund is the actual reimbursement of the cost of a Product to a Customer regardless of the basis for the reimbursement ("Refund"). nairapay.net accomplishes the Refund by reversing the amount previously charged to the Customer's Card or account at the Card issuing bank and the appropriate amount is credited to the appropriate Card or account at the Card issuing bank of Customer.

    nairapay.net may issue a Refund without the prior knowledge or consent of Supplier in any case nairapay.net deems it appropriate. nairapay.net will promptly notify Supplier of any Refund and provide Supplier with information regarding the basis for nairapay.net's determination to issue the Refund.

    Supplier's Account will be debited by nairapay.net in an appropriate amount for all Refunds, regardless of the basis for the Refund.

    In the event of a Return or Refund, Supplier agrees to indemnify and hold nairapay.net harmless from liability and, further, Supplier agrees to immediately pay nairapay.net an amount equal to all funds nairapay.net has paid to Customer on behalf of Supplier.

    Bank Assisted Disputes:

    nairapay.net, as a merchant for various card associations, is subject to obligations which entitle the Card issuing bank to assess a charge or fee for handling bank assisted Refund activity. nairapay.net may, in turn, assess a fee to Supplier to cover nairapay.net's additional expenses which result from bank assisted Refund activity. Such charges are called Dispute Charges and can be found under the Dispute Charges category of Schedule A.

    A Bank Assisted Dispute occurs when the Customer or the Card issuing bank disputes the validity of a purchase of Products from nairapay.net as the card association merchant, or the Card issuing bank initiates a reversal of the purchase, providing the Customer with a credit for the full amount of the Product purchased from nairapay.net ("Bank Assisted Dispute").

    In the event multiple Products are purchased as part of a single transaction, the Customer or the Card issuing bank may initiate a Bank Assisted Dispute for less than all of the Products purchased and the credit granted to the Customer will only be in the amount of the Products for which the Bank Assisted Dispute was initiated.


    Right to Prohibit Certain Sales/Registrations:

    nairapay.net may prohibit the registration and/or sale of certain products and services ("Prohibited Products"). nairapay.net may change the list of Prohibited Products from time to time, in its discretion, without notice to or the consent of Supplier. nairapay.net shall have no liability or obligation to Supplier for a change in the Prohibited Products listings, even if the addition of a Product to the Prohibited Products list eliminates all Products that Supplier offers for sale. For a complete and up-to-date listing of Prohibited Products please go to the following link (http://www.nairapay.net/products.htm).

    Supplier's Duty to Comply:

    Supplier shall not offer Prohibited Products for sale. If Supplier is offering Products for sale that become included on the Prohibited Products list, Supplier shall cease to offer such Products for sale within two (2) calendar days after the Product is added to the Prohibited Products list and the revised Prohibited Products list is posted on nairapay.net's website. Failure to comply within two (2) calendar days from such warning may result in suspension of activity on the Account or Additional Account, the Account or Additional Account being closed and the potential forfeiture of Purchase Payments (as hereinafter defined) on the offending Transaction(s), in nairapay.net's sole discretion. Provided, however, if in nairapay.net's sole discretion, the Products being offered are such that they should be immediately withdrawn from sale by Supplier, nairapay.net may immediately suspend activity on the Account of Supplier, without notice and opportunity to cure. At the discretion of nairapay.net, such suspension may continue indefinitely, or result in a permanent suspension of Supplier, the termination of the Agreement and the forfeiture of the right to a disbursement of funds for completed sales of Prohibited Products.


    As a merchant for InterSwitch , nairapay.net has obligations it must fulfill to protect its ability to participate as a merchant .

    nairapay.net does not confer card association merchant status upon Supplier. nairapay.net is the card association merchant and acts as an authorized retail sales outlet for Supplier. Supplier shall not conduct itself in a manner that will endanger nairapay.net's merchant status, including without limitation, misrepresenting the relationship between nairapay.net and Supplier. It is important to the card associations, and to nairapay.net's status as a card association merchant, that the relationship between Supplier and nairapay.net is not misrepresented. Supplier shall represent nairapay.net as an authorized retailer or out-sourced vendor solution and not as a "credit card processor" or a payment gateway." Language must be included in Supplier's web site that clearly and correctly describes nairapay.net's Status.

    Acceptable terminology to describe nairapay.net is:

             nairapay.net is an authorized retailer of

             nairapay.net is the exclusive authorized retailer of goods and services provided by

    Supplier shall not refer to nairapay.net at any time as a "Credit Card Processor", or "A Third Party Processor", or "A Payment Gateway."

    Similar restrictions on the manner in which nairapay.net is described apply for any buttons or links to nairapay.net contained on Supplier's web site and Supplier shall comply with the restrictions.

    Acceptable terminology for buttons or links to nairapay.net is:

             "Add to Cart"
             "Buy Now"
             "Buy from nairapay.net"

    Unacceptable terminology to link to nairapay.net includes phrases like:

             "Click Here to Pay"
             "Process Payment Now"

    Supplier may click on the following link for additional information and to determine if any updates to the requirements contained herein have occurred. http://www.nairapay.net/language_guidelines.html

    Except for those Suppliers that maintain their own card association merchant membership (and then only for those card associations where such membership is maintained), Supplier's web site may display card association related materials such as trademarks, service marks, logos and other protected items belonging to the card associations only if it is clearly stated that nairapay.net is the Supplier's retailer and nairapay.net, not Supplier, is the card association merchant. Supplier may also use the images found at http://www.nairapay.net/language_guidelines.html.

    By presenting any product to nairapay.net for sale the Suppliers agree that nairapay.net is an authorized retailer of that product and therefore may include any and all product information or representation on nairapay.net's websites and any other marketing channels or sites populated by nairapay.net.


    In addition to prohibitions which may be found elsewhere in the Agreement, including without limitation, these Operating Regulations, Supplier shall not allow or conduct any of the following listed activities. If nairapay.net ascertains that Supplier is allowing or conducting any of the following listed activities, the Account will be immediately suspended and funds for completed sales of products or services to nairapay.net will be withheld from Supplier pursuant to Section 13:

    Virtual Terminal Activity (i.e. Self-Keying):

    Allowing a third party to directly key in Card or bank account information related to a transaction involving nairapay.net via the Internet.

    Unsolicited Electronic Messaging:

    Generating unsolicited electronic messages to Customers which constitutes SPAM. For the purposes of the Agreement the term "SPAM" means an unsolicited commercial electronic communication to a Customer, or commercial electronic communications sent to a Customer after the Customer has revoked authorization for the sender. SPAM includes, without limitation:

             Instant Messaging
             Unwelcome email
             Newsgroup cross-postings
             Windows that spawn new windows
             Windows which resist closure

    Sale of Prohibited or Restricted Products:

    The sale or advertisement of Products that are classified by nairapay.net as Prohibited Products.

    The sale or advertisement of Products that are classified by nairapay.net as Restricted Products in a manner different than approved by nairapay.net.

    Sale from any Website Other than Registered Website:

    Presenting any sales information to nairapay.net for processing from a website other than the website registered on the Supplier's Account. Additional Accounts should be purchased for each website.

    Use of Personal Information Regarding a Customer:

    The use of personal information regarding a Customer for anything other than as necessary to complete the resale of a Product by nairapay.net to a Customer, or to conduct customer assistance requested by the Customer.

    Presenting Sales Information Prior to Shipment:

    Presenting any sales information to nairapay.net for processing which relates to the sale of Products for future delivery.

    Relying on any proceeds or credit resulting from a Transaction to purchase or furnish Products.

    Supplier is expected to maintain a ready inventory of the Products it offers for sale to nairapay.net, or promptly notify nairapay.net that an order will not be fulfilled in a timely manner.

    Prematurely Marking Products as Shipped to Customer:

    Notifying nairapay.net that a Product has been shipped to a Customer prior to shipment having occurred.

    Other Electronic Activities:

    Using the Services or access to nairapay.net's website or Customers for any purpose other than that for which nairapay.net's website and Services are intended, including without limitation phishing, pharming, hacking, tampering, modifying or otherwise corrupting the security or functionality of the Services.

    Illegal Activities:

    The sale, lease, other transfer, or possession of Products to a Customer when such sale, lease, other transfer or possession violates the law.


    nairapay.net may elect to offer an incentive program to Customers under which nairapay.net will allow the offer of discounts, coupons, or other types of incentives to Customers for the purchase of Products ("Customer Incentive Program"). Any Supplier that desires to participate in a Customer Incentive Program must advise nairapay.net of Supplier's desire to participate and enter into a separate agreement with nairapay.net regarding such Customer Incentive Program.


    All fees and charges are in Naira.

    Fee Schedule:

    All fees and charges are listed on the Fee Schedule.

    Account Establishment:

    The Fees to open an Account or an Additional Account are set forth on the Fee Schedule under the Account Establishment Fees category. Additional Account(s) may only be opened after the Account is established and an Account Establishment Fee is due for each Additional Account that is opened.

    Each Additional Account Supplier opens will be placed in and become subject to the New Accounts Verification process of nairapay.net.

    Once sales occur on an Account or an Additional Account, the URL is locked to that Account or Additional Account. If the Supplier wishes to Change the URL for that Account or Additional Account, a fee will be charged in accordance with the Changes category on the Fee Schedule.

    All of the fees described above are immediately due and payable upon demand by nairapay.net.

    Transaction Fees:

    All Transactions are processed using nairapay.net's SSL encryption network and any other processes made available through its merchant service provider. Payment will be initiated via the secure payment processes.

    A "Transaction" occurs when a Customer purchases from nairapay.net a Product of Supplier which has been authorized for resale (i.e., registered in nairapay.net's product database); a Customer obtains a Refund of the purchase price for a Product previously purchased as a result of a Return or a Bank Assisted Dispute; or a Customer exchanges a Product previously purchased.

    The Transaction Fees are as described under the Transaction Fees category on the Fee Schedule.

    nairapay.net may, in its sole discretion, assess a higher Transaction Fee for certain Products offered by Supplier to nairapay.net for resale to Customers if nairapay.net determines that the resale of any Product(s) creates a potential or actual financial or reputational risk to nairapay.net, such as those Products which constitute Restricted Products.

    The Transaction Fees shall be deducted from the proceeds received by nairapay.net for the resale of the Product prior to payment of any funds to Supplier.

    Dispute Charges:

    A "Dispute" occurs when Customer or the Card issuing bank disputes the validity of a purchase of a Product from nairapay.net and initiates a Bank Assisted Dispute against nairapay.net.

    In addition to the obligation to fully refund the purchase price paid by nairapay.net if the Dispute results in a Refund, Suppliers may be assessed a Dispute Charge in accordance with the Dispute Charge category on the Fee Schedule.

    Supplier shall pay all Dispute Charges upon demand by nairapay.net via a debit to the Account.

    nairapay.net's determination as to whether or not Dispute Charges are to be assessed to the Supplier will be based, in part, upon the "reason codes" selected by the card issuing bank. The "reason codes" have been established by card associations as the basis for a Customer to dispute the validity of a transaction when a credit or debit card is used to purchase goods or services.

    Fraud prevention is an important service provided by nairapay.net to its Suppliers. Fees or charges to nairapay.net related to a Transaction will not be passed through to Supplier if such charges result from fraudulent activity not participated in by Supplier. In addition to active participation in fraudulent activity, Supplier will be deemed to have participated in fraudulent activity if nairapay.net classifies a Transaction as fraudulent, the Transaction is reinstated at the request of Supplier and the Transaction subsequently becomes disputed by the Card issuing bank.

    Fees or charges to nairapay.net related to a Transaction which result from service related issues (i.e. failure to accurately advertise its Products), may result in charges to the Supplier. As described in the Dispute Charges category of the Fee Schedule.

    Supplier Error Fees:

    A Supplier Error occurs when any of the following events take place:

             Return Wire
             ACH Pass Through
             ACH Return
             Check Stop Payment

    Fees for each of these items, per occurrence, will be as described in the Fee Schedule under the category Supplier Error Fees.

    nairapay.net may change the amounts indicated herein, at its sole discretion, without prior notice to Supplier. Supplier agrees to pay all Wire Transfer Fees in effect at the time Supplier initiates a money transfer.

    Change in Fees:

    nairapay.net may change any or all of the fees and charges, or add new fees and charges, with reasonable advance notice of such changes to Supplier via posting the changes on nairapay.net's website. Provided, however, if third party charges are included in, or the basis for, a charge to Supplier and the third party changes those charges, nairapay.net will provide notice to Supplier if nairapay.net receives notice from the third party in advance of the effective date of such third party increases. Provided, further, that nairapay.net may charge such increases to Supplier upon the effective date of the third party increase, regardless of whether or not nairapay.net provides notice to Supplier.


    Standard pay Periods:

    A standard pay period is one week in length, commencing at 12:00 p.m. (Noon) on Tuesday and ending immediately prior to 12 p.m. on the following Tuesday ("Payment Cycle"). Payments due to Supplier, consisting of the sum of the deposits received for the prices charged by nairapay.net for all Transactions less all fees and charges due nairapay.net ("Purchase Payment") will be paid each Thursday.

    Delay in Payment:

    Purchase Payments may be delayed by nairapay.net while nairapay.net verifies certain aspects of any Transaction, including without limitation, proof of shipment of the Product ("Verification Processes"). Verification Processes will be established by nairapay.net and may be modified in nairapay.net's discretion to ensure the quality of products and services provided by Supplier.

    In the event nairapay.net, in its discretion, determines that there is a need for an investigation and analysis regarding fraud or violation of law relating to the transactions performed on behalf of Supplier, nairapay.net may withhold payment of Purchase Payments to Supplier without penalty to enable nairapay.net to complete such investigation and analysis. In the event it is determined that there has been fraud or a violation of law, nairapay.net may withhold payment of the Purchase Payments to Supplier indefinitely.

    Payment Date:

    Accounts will not be eligible for a Purchase Payment until the end of the Payment Cycle following the Payment Cycle in which Supplier commenced doing business with nairapay.net.

    No Interest:

    In no event shall Supplier earn any interest on, or any other form of earnings for, any Purchase Payments or funds held in the Reserve, regardless of the length of time during which nairapay.net is in possession of such funds.


    Deduction from Purchase Price:

    Supplier hereby grants nairapay.net the right to deduct all fees, charges, fines, penalties, money transfer charges and other expenses that the Supplier is responsible for from the purchase price of Products resold to Customers by nairapay.net prior to making any payment to Supplier.

    In the event a Refund is paid to a Customer by nairapay.net for a Transaction, Supplier will be obligated to reimburse nairapay.net for the amount of the Refund. In the event the funds for the purchase that is the subject of the Refund have not been paid to Supplier, nairapay.net may deduct the amount of the Refund from funds due to Supplier, or from the Reserve.

    In the event nairapay.net, in its sole discretion, has any reasonable doubt as to whether the Supplier has delivered the Product to the Customer, or any reasonable doubt that the Product delivered to the Customer was as advertised by Supplier, nairapay.net may withhold the applicable Purchase Payment until nairapay.net is satisfied that Supplier has performed its obligations to the Customer.

    Direct Payment from Supplier:

    Supplier hereby grants nairapay.net the right to deduct all fees, charges, fines, penalties and other expenses that the Supplier is responsible for from the DDA into which nairapay.net is to deposit proceeds to Supplier from a Transaction. Supplier will, upon demand by nairapay.net execute any documentation required by Supplier's financial institution to enable nairapay.net to make such deductions.

    Retention of Funds for Damages, Refunds and Failure to Deliver:

    Pursuant to the Agreement, Supplier is liable to nairapay.net for damages, costs and expenses, including attorney fees, incurred by nairapay.net which result from a breach of the agreement by Supplier. nairapay.net shall retain all funds it has that are attributable to Supplier, including any amounts in the Reserve which is established pursuant to Section 13, until such time as a determination is made as to the amount of damages, costs and expenses incurred by nairapay.net. Upon making such determination, nairapay.net may apply as much of the funds being held as is necessary to reimburse nairapay.net.

  14. Reserve Policy:

    nairapay.net will retain a rolling reserve from each Supplier's account equal to five percent (5%) of gross sales ("Reserve") from each Purchase Payment to the Supplier. The Reserve is in addition to the fees and charges that will be assessed against Supplier and each deduction from Purchase Payments to Supplier shall be held for at least ninety (90) days from the date the Purchase Payment was made. In the event nairapay.net deems it necessary, nairapay.net may, in its sole discretion, hold a deducted amount for more than 90 days.

    In addition, nairapay.net may increase the percentage of gross sales held for Reserve if there are excessive Disputes, Refunds or Returns, or if nairapay.net, in its sole discretion, deems that either the Supplier or the Products offered by the Supplier create a financial or reputational risk to nairapay.net, or if nairapay.net otherwise reasonably deems itself insecure.

    The funds held by nairapay.net in the Reserve will accrue no interest, or any other earnings.

    Withdrawal From Reserve:

    Supplier hereby grants nairapay.net the right to deduct all fees, charges, fines, penalties and other expenses that the Supplier is responsible for from the Reserve if an active balance has not been maintained in Supplier's Account, or if the active balance in Supplier's Account is insufficient to pay all monies due to nairapay.net.


    Release Levels:

    The minimum amount for payment by check is =N=20,000.00, for payment by Bank transfer the minimum amount is =N=30,000.00. All payments made to Supplier are in Naira. Unless Supplier requests a different amount, the minimum payment by any method shall be =N=20,000.00 and until Supplier is entitled to Purchase Payments in that amount, no payment will be delivered from nairapay.net to Supplier.

    Suppliers electing to receive Purchase Payments by Bank transfer or check may specify a higher release level. Purchase Payments due Supplier may be held by nairapay.net in an account containing funds other than those due to Supplier until the specified release level has been reached.

    Change in Percentages, Time Frames and Minimums:

    nairapay.net may change any of the percentages, time frames or minimums set forth in this Article 14. Such changes become effective when posted upon nairapay.net's website.

    Claim of Error:

    In the event Supplier believes that nairapay.net has committed an error in the payment to Supplier, Supplier shall notify nairapay.net in accordance with Section 19 of the Agreement within thirty (30) days of receipt of a Purchase Payment from nairapay.net, or if no Purchase Payment is received, within thirty (30) days of the delivery of a statement from nairapay.net. Supplier's failure to so notify nairapay.net shall be deemed to be an acceptance of the Purchase Payment or statement.

  16. Patriot Act Compliance:

    In the ongoing fight against terrorist activities, the Nigerian government has enacted certain laws and regulations. nairapay.net supports the efforts of the Nigeria government in these efforts and will fully comply with all laws and regulations regarding those efforts. To the extent such efforts affect Supplier, nairapay.net shall have no liability to Supplier for any claim of loss, cost or damage suffered by Supplier, including without limitation, the loss of revenue.

  17. Arbitration:

    Notwithstanding anything herein to the contrary, Supplier agrees that any claim or dispute regarding the Agreement, including without limitation, these Operating Regulations, shall be resolved exclusively and finally by binding arbitration, administered by the Nigerian Arbitration Association and conducted under its rules, except as otherwise provided below. The arbitration will be conducted in Lagos Nigeria. in front of a single arbitrator selected by the agreement of the Supplier and nairapay.net. If nairapay.net and Supplier are unable to agree upon an arbitrator, the arbitrator shall be selected by the Nigerian Arbitration Association. The arbitration shall be limited to the dispute involving the Supplier and no claim or dispute of any other Supplier or person shall be included or joined in the arbitration. Unless otherwise ruled by the arbitrator, Supplier and nairapay.net shall equally share the expenses of conducting the arbitration. Supplier understands that it would have had a right to litigate disputes through a court of competent jurisdiction that Supplier has expressly and knowingly waived that right and agreed to resolve any claim or dispute through binding arbitration. Notwithstanding the fact that Supplier and nairapay.net have agreed to settle claims and disputes exclusively through binding arbitration, in the event there is a claim or dispute with regard to the intellectual property of nairapay.net, including without limitation, trade secrets and software code, nairapay.net may immediately proceed to a court of competent jurisdiction to obtain equitable relief, Supplier agreeing that there would be no adequate remedy at law or in arbitration for nairapay.net for such a claim.