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    7.  REPRESENTATIONS AND WARRANTIES

The Service Provider and Subscriber, respectively, hereby mutually represent and warrant to each other that:

1. They are duly authorized to enter into this Agreement and perform their respective covenants in accordance with the terms hereof;

2. The person representing each party has been duly authorized to execute this Agreement in accordance with the terms and conditions hereof;

3. No law, rule, regulation, judgment, order, policy, agreement or instrument, whether written or unwritten, exists which will make this Agreement partially or wholly void, invalid or unenforceable; and

4. Should any circumstance occur hereafter which will make this Agreement partially or wholly void, invalid or unenforceable, the party aware of such circumstance shall immediately inform the other in writing of the same, and the measures being undertaken to remedy the same.

8. ENTIRE AGREEMENT

This Agreement, including the Schedules hereto, contains the entire agreement between the Parties with respect to the Services.

9. REGULATORY COMPLIANCE

The Parties will cooperate to ensure compliance with all applicable laws and regulations.

10. APPLICABLE LAW; SAVINGS CLAUSE

1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

2. If the scope of any provision of this Agreement is too broad to permit enforcement to its full extent, such provision shall be enforced to the maximum extent permitted by law and the Parties consent and agree that this Agreement shall not thereby fail in its entirety but that the scope of such provision shall be curtailed to the extent necessary to conform to law.

3. If any provision of this Agreement, or any part hereof, is hereinafter declared to be invalid or unenforceable, the other terms not affected by said invalidity or unenforceability shall continue to remain valid and enforceable. However, the Parties shall negotiate in good faith to amend this Agreement to carry out its intended purpose.

11. DISPUTES

             If a dispute in relation to this Agreement arises between the Parties (“Dispute”), such Dispute shall initially be settled amicably by the Parties at the level of their respective authorized representatives, nominated by each party. Failing such amicable settlement within thirty (30) business days after first being referred for settlement under this clause, the Dispute may be submitted to arbitration in accordance with the requirements and procedures set out in this clause. 

12. NOTICES

             Notices to Subscriber shall be sent to Subscriber's authorized representative.

             Notices to the Service Provider shall be sent by mail or courier to:

SIAZAM, INC.

163 Scout Limbaga, Diliman

Quezon City, Metro Manila

             or through e-mail to:

                        siazam@magkano.com

Either party may, by notice given in accordance with this section to the other party, designate another address or person for receipt of notices hereunder.

13. ASSIGNMENT

This Agreement may not be assigned by either party without the prior written consent of the other party, except that the Service Provider shall have the right to assign its rights hereunder to a qualified Affiliate, which may perform the obligations of the Service Provider hereunder. The Service Provider shall give notice to the subscriber of any such assignment.

14. WAIVER

Neither party shall be bound by any waiver of any provisions hereof unless such waiver is set out in a written instrument signed by both Parties. The waiver by a party of any of its rights under this Agreement shall not constitute a continuing waiver of the right waived nor a waiver of any other right under this Agreement.

15. TERM

This Agreement shall commence on the date of the acceptance hereof by the Subscriber and shall continue in full force and effect until terminated by non-renewal hereof, unless otherwise terminated in accordance with Section __ of this Agreement. This Agreement shall be deemed automatically renewed for its original term, unless either party, within thirty (30) days from its termination, issues a prior written notice, informing the other party of its election to terminate this Agreement upon the expiration of the original term specified.

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