15. General Provisions
Compliance with Laws.During the term of this Agreement, each Party shall comply with all applicable laws, including but not limited to the relevant Taxations Laws and the Anti Money Laundering (AML) and Anti-Terrorism Finance Laws as shall from time to time govern personal and business organizations transactions in respective jurisdictions of The Gift Club and the Member.
Applicable Law. Notwithstanding anything in this Agreement to the contrary, the laws of the Republic of Ghana shall govern the performance and construction of this Agreement and the interpretation of the Parties’ rights and duties without reference to its conflict of laws principles. Any controversy arising out of or related to this Agreement may be submitted before any of the state courts located in the Republic of Ghana, to whose personal jurisdiction and venue each Party hereby irrevocably submits.
Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, shall be effective unless in writing signed by both Parties
Force Majeure. Except for the obligation to make payments, non performance of either Party shall be excused to the extent the performance is rendered impossible by strike, fire, flood, terrorism, governmental acts or orders or restrictions, failure of suppliers or any other reason where failure to perform is beyond the reasonable control of, and is not caused by, the negligence of the non-performing Party.
Non-assign-ability and Binding Effect. You may not assign this Agreement to any third party without the prior written consent of The Gift Club, and any attempt to do so in violation of the foregoing shall be deemed null, void and of no effect; provided that you shall be free to assign this Agreement in whole to any successor in interest to all or substantially all the assets or business pertaining to the subject matter hereof whether by merger, acquisition or consolidation or otherwise. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.
Legal Expenses. The prevailing Party in any legal action brought by one Party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys’ fees.
Authorizations. During the term of this Agreement, you shall, at your own expense, make, obtain, and maintain in force at all times during the Term of this Agreement, all filings, registrations, reports, licenses, permits and authorization from any private or governmental agency which are necessary for you to exercise
your rights and perform your obligations hereunder (“Authorizations”). The Gift Club shall provide you, at your expense, with such assistance as you may reasonably request in making or obtaining any such Authorizations. In the event that the issuance of any Authorization is conditioned upon an amendment or
modification to this Agreement which is unacceptable to The Gift Club, The Gift Club shall have the right to terminate this Agreement immediately effective without notice and without liability or further obligation whatsoever to you.
Independent Contractors. The relationship between the Parties, established by this Agreement, is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either Party the power to direct and control the day–to–day activities of the other, (ii) constitute the Parties as partners, joint–venturers, co–owners or otherwise as participants in a joint or common undertaking, or (iii) allow you to create or assume any obligation on behalf of The Gift Club for any purpose whatsoever.
Approvals and Enforce-ability. You hereby represent and warrant that no Authorization or other consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery and performance of this Agreement. Additionally,
you further represent that you have the legal authority to bind the corporation or entity on whose behalf you are undertaking this investment.