J-CAPP

The Jonosfero Collaboration And Partnership Program

Jonosfero Collaboration And Partnership Program Terms and Conditions
(J-CAPP Terms & Conditions)

The Jonosfero Collaboration And Partnership Program Terms and Conditions (hereinafter “J-CAPP Terms & Conditions”) sets forth the terms governing the relationship between Jonosfero International LLP, a Limited Liability Partnership firm registered in India under the LLP Act, 2008, having its registered office at 7th floor, Tower – A, Urmi Estate, 95, Ganpatrao Kadam Marg, Lower Parel West, Lower Parel, Mumbai, Maharashtra 400013, India (hereinafter referred to as “Jonosfero”, which term includes any of its global subsidiaries, affiliates, or joint-venture partners, and yourself (hereinafter “J-CAPP Advisor” or “J-CAPPA” which term includes any of its global subsidiaries, affiliates, or joint-venture partners). Jonosfero and J-CAPPA are hereinafter collectively referred to as the “Parties” and individually as the “Party”. 
The J-CAPP Terms & Conditions as laid out on the link https://jonosfero.com/jcapptnc shall be considered to be agreed to by the J-CAPPA as on the date that the radio button against the text ‘I Confirm and Accept’ is selected to apply the tick mark upon completing of form submission initiated at https://jonosfero.com/jcapp/ and the Submit button is clicked upon. For avoidance of doubt, J-CAPPA means any entity or person who has signed up to become a J-CAPPA and who, by signing up, has agreed to be bound by these J-CAPP Terms and Conditions if and immediately when confirmation of such appointment as J-CAPPA is communicated by Jonosfero. If you do not agree to be bound by the terms of these J-CAPP Terms & Conditions, do not proceed with the electronic sign-up process. Your appointment as a J-CAPPA for Jonosfero product and services will be subject to review of the information provided by you during sign up and will be at Jonosfero’s sole and absolute discretion.
The J-CAPPA Relationship Type as well as the Jonosfero Products and Regions for which the relationship is entered into and authorized for shall be communicated to the email ID specified in the ‘Email ID’ field provided as part of the Firm Details section of form submission completed at https://jonosfero.com/jcapp/ in substantially the format specified at Annex II to the J-CAPP Terms & Conditions along with any additional information. Such formats may be updated from time to time by Jonosfero and such updation would be intimated to the J-CAPP Advisor through an email or a notification on Jonosfero websites. Such updation to formats shall be applicable prospectively and would not require a separate or Supplementary Agreements to be signed. Rights and obligations under the J-CAPP Terms & Conditions will commence from date of this email as herein referred to. While Jonosfero will make best efforts to assign the relationship type selected by you under the ‘Preferred Relationship Type’ field, the final Relationship Type communicated to the email ID specified in the ‘Email ID’ field provided as part of the Firm Details section as above may differ based upon mutual discussion or at the discretion of Jonosfero. Unless and until such email confirmation is received, you will not be authorized to act in the capacity of J-CAPPA and any and all acts done before your appointment shall be considered null and void. 

Upon your appointment as J-CAPPA, you will be assigned a J-CAPPA code.

Jonosfero Consulting LLP and J-CAPPA confirm that they each have the authority to bind their global subsidiaries, affiliates, and joint venture partners. In case where such authority may not exist or may not be feasible or may not be possible as a result of laws, regulations or taxation requirements, Jonosfero Consulting LLP and J-CAPPA or any of their global subsidiaries or affiliates or joint venture partners shall inform the other. In such cases, the J-CAPP Terms & Conditions will continue to apply to all other entities other than the excluded entity.

Parties to J-CAPP Terms & Conditions are independent legal entities and the J-CAPP Terms & Conditions will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. These J-CAPP Terms & Conditions provides the framework and key terms and conditions that govern how J-CAPP Advisor and Jonosfero will work together. These J-CAPP Terms & Conditions may be supplemented by other Agreements signed between the parties from time to time (‘Supplementary Agreements/s’) which may be concluded offline over email. Such Supplementary Agreements may be specific to a geography, country or territory or may be specific to a Jonosfero Product. Such Supplementary Agreements should be read in conjunction with the J-CAPP Terms & Conditions. However, where a Supplementary Agreements has conflicting terms with the J-CAPP Terms & Conditions, the J-CAPP Terms & Conditions shall supersede. For the purpose of clarification, a separate Agreement entered into with any Jonosfero entity not referenced to the J-CAPP Terms & Conditions and not specifically termed as a Supplementary Agreements to the J-CAPP Terms & Conditions shall be treated as a Stand-alone Agreement.

These J-CAPP Terms & Conditions shall be applicable from the date it is signed by both parties. Rights and obligations under the J-CAPP Terms & Conditions will commence from such date.

Section I: Definitions

    1. ‘Advisory Fee’ means any payment made to the J-CAPP Advisor where such payment is directly related to the sale of a Jonosfero Product. Such payment may be a percentage or an absolute amount and may be based on a independent assessment of the merits and suitability of the Jonosfero Product prior to facilitating a sale or providing a referral to Jonosfero.
    2. ‘Alliance Territory’ shall have the same meaning as Region.
    3. ‘Annual Maintenance Contract’ means a contract entered into with a customer to provide enhancements, upgrades, or other support in relation to a Jonosfero Product.
    4. ‘Client’ shall have the same meaning as ’Customer’.
    5. ‘Conditions Precedent’ means any conditions required to be fulfilled by the J-CAPP Advisor prior to Jonosfero accepting a Lead as a Qualified Lead. Such conditions are contained at various places in the J-CAPP Terms & Conditions and are termed as Conditions Precedent.
    6. ‘Conditions Subsequent’ means any conditions required to be fulfilled by the J-CAPP Advisor post Jonosfero accepting a Lead as a Qualified Lead. Such conditions are contained at various places in the J-CAPP Terms & Conditions and are termed as Conditions Subsequent. Such conditions are a pre-requisite to be adhered to by the J-CAPP Advisor to qualify payments from Jonosfero whether such payments are in the form of Advisory Fee, incentives, fees or by any other name so called.
    7. ‘Confidential Information’ means a party’s non-public information, know-how, or trade secrets that (a) the party designates as being confidential; or (b) given the nature of the disclosure or circumstances surrounding the disclosure, reasonably should be treated as confidential by the receiving party. Confidential Information does not include information that: (i) the receiving party already knew without an obligation to maintain the information as confidential; (ii) the receiving party received from a third party without breach of an obligation of confidentiality owed to the other party; (iii) the receiving party independently developed; or (iv) becomes publicly known through no wrongful act of the receiving party. 
    8. ‘Customer’ means any third-party who is likely to buy a Jonosfero Product and where such third-party has a Qualified Lead associated with it. Until a Qualified Lead is associated with a third-party, such a third-party shall be treated as a Prospective Customer.
    9. ‘Force Majeure Event’ means as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of or material change in Laws or other acts of government) that materially affect the performance under the J-CAPP Terms & Conditions. A Force Majeure Event does not include theft or loss, or events caused by the negligent or intentional acts or omissions of the affected party.
    10. ‘Governing Law’ means the Laws of the Republic of India. Both parties may mutually agree in writing to submit to the Laws of any other country or territory. Such an agreement may apply to a specific situation, contracts with a specific legal entity or for a specific country or territory.
    11. ‘Incentive’ means a specific payment due to the J-CAPP Advisor over and above the Advisory Fee. Such an Incentive may be payable on achieving certain goals, benchmarks, or other conditions as notified by Jonosfero from time to time.
    12. ‘Information’ means and includes but is not limited to strategy, intellectual property whether registered or not, contracts with customers, vendors and other third parties, designs, know-how, processes, documentation, marketing plans, marketing strategies, projections, estimates, business plans whether past, present or future, improvement methods, works-in-progress, flow charts, databases, trade secrets, reports, presentations, spreadsheets, technical information, tactics for executing on strategy, personnel and compensation information, personnel records, legal, regulatory and other material, licensing agreements with third parties and partnerships and alliances with third parties.
    13. ‘Integrated Offering’ means a Products offered by the J-CAPP Advisor where such Products is bundled, sold together or otherwise represented jointly with a Jonosfero Product but excludes Annual Maintenance Fees.
    14. ‘J-CAPPA’ or ‘J-CAPP Advisor’ means the entity entering into this contract and includes its subsidiaries, affiliates and joint venture partners. It does not include assignees or successors of such an entity. Successors, where such successors are created by virtue of change of name or legal process of re-incorporation into a different entity type are included as J-CAPP Advisors for the purpose of the J-CAPP Terms & Conditions. The J-CAPP Advisor shall intimate Jonosfero Consulting LLP of substantial changes in ownership. Substantial changes in ownership mean changes in equity or management control greater than 25% of the total equity. In such cases, Jonosfero reserves to right to prospectively terminate the J-CAPP Terms & Conditions. Any previously contracted rights and obligations will continue to stay in force and will be subject to the Termination Clauses under the J-CAPP Terms & Conditions.
    15. ‘Joint Venture’ means a partnership with a third-party where such partnership involves management control or equity ownership greater than or equal to 1/3rd by the entity.
    16. ‘Jonosfero’ or ‘Jonosfero entity’ means any legal entity held or owned by Jonosfero Consulting LLP or which is a subsidiary or joint venture of Jonosfero Consulting LLP in any country or territory. This definition includes Jonosfero Consulting LLP itself but does not include its Partners, employees, representatives, other partners in a joint venture arrangement, agents, others J-CAPP Advisors, attorneys, franchise holders, licensees, customers, vendors, or any other parties affiliated with Jonosfero.
    17. ‘Jonosfero Product’ means any online services, tools, software, hardware, applications, computer programs, or intellectual property, whether registered or not, developed, owned, or managed by any Jonosfero entity. For the purpose of the J-CAPP Terms & Conditions, managed by any Jonosfero entity shall include Products that Jonosfero has the right to distribute, license, White Label or otherwise sell under a license agreement whether by using its own trademarks or those of a third-party.
    18. ‘Laws’ means any and all applicable international, national, and local laws (including regulations and binding judicial law) as amended, extended, repealed, and replaced, or re-enacted.
    19. ‘Lead’ means any opportunity to provide a Jonosfero Product to a customer.
    20. ‘License’ refers to the right to use a Jonosfero Product that is provided to a customer. Such right does not bestow intellectual property or transfer of ownership of the Products being provided.
    21. ‘List price’ means the price at which Jonosfero is willing to sell a Jonosfero Product or a third-party product or third-party service. Such prices may be subject to revision from time to time at the sole discretion of Jonosfero but will be binding on Jonosfero once such quote has been made to the customer. Such quote will be valid for a period of 45 days once made by Jonosfero but may be extended by mutual agreement between either Jonosfero and the J-CAPP Advisor or between Jonosfero and the customer. List prices will be quoted in a specific currency and Jonosfero bears no risk of currency movement between the quoted currency and preferred currency of J-CAPP Advisor or Customer.
    22. ‘Manufacturer Authorization Form’ means a specific approval from Jonosfero sent on email in substantially the format specified in Annex I to the J-CAPP Terms & Conditions and sent to the email ID specified in the ‘Email ID’ field provided as part of the Firm Details section of form submission initiated at https://jonosfero.com/jcapp/ along with any additional information. Such formats may be updated from time to time by Jonosfero and such updation would be intimated to the J-CAPP Advisor through an email or a notification on Jonosfero websites. Such updation to formats shall be applicable prospectively and would not require a separate or Supplementary Agreements to be signed. This specific approval will be required by the J-CAPP Advisor to provide a Jonosfero Product to a customer. Such specific approval may be provided on a case-by-case basis or for a specific Production or for a specific Service or for specific customers or for all customers in a territory.
    23. ‘Partner’ means a person who is a partner in any limited or unlimited liability partnership which is a Jonosfero entity. This should be distinguished with J-CAPP Advisor. Where a J-CAPP Advisor is referred to as a Partner anywhere in the J-CAPP Terms & Conditions, Supplementary Agreements, public of private communication, press release or any other form of communication, such reference shall mean J-CAPP Advisor and not Partner even where referred to as a Partner in such communication. Colloquial or general use of the term Partner does not provide for rights or obligations beyond the definition of J-CAPP Advisor.
    24. ‘Product’ means any online services, tools, software, hardware, applications, computer programs, or intellectual property, whether registered or not.
    25. ‘Prospective Customer’ means any third-party who is likely to buy a Jonosfero Product and where such third-party does not have a Qualified Lead associated with it. Once a Qualified Lead is associated with a Prospective Customer, such a Prospective Customer shall be treated as a Customer.
    26. ‘Qualified Lead’ means a lead that fulfils all of the following criteria:
      1. A specific customer has been identified and the name of such customer has been disclosed to Jonosfero.
      2. Jonosfero confirms that such customer is not already being pursued by Jonosfero directly or by any other Jonosfero J-CAPP Advisor. Jonosfero may at its sole discretion allow for waiver of this condition. Such waiver does not mean that Jonosfero or another Jonosfero J-CAPP Advisor cannot continue to pursue this lead directly.
      3. A specific Jonosfero Product to be provided to the customer is identified. It is pertinent to note that a Lead applies to a specific Jonosfero Product and not to the customer as a whole. Jonosfero Product may be provided as part of an Integrated Offering.
      4. Jonosfero, at its sole discretion, may hand over a lead to the J-CAPP Advisor to pursue further even where such lead was not initiated or provided by the J-CAPP Advisor. Such a lead would be treated as a Qualified Lead
      5. From the date of first accepting the Lead as a Qualified Lead, not more than 365 days have elapsed.
    27. ‘Region’ means a geographic boundary to which the J-CAPP Terms & Conditions or parts of the J-CAPP Terms & Conditions apply. Section II of the J-CAPP Terms & Conditions specifies the types of relationships authorized by the J-CAPP Terms & Conditions and the Regions within which such relationships exist. Different regions can have different permissible relationships under the J-CAPP Terms & Conditions. A geographic boundary can be defined as a planet, continent, country, territory, parts of a country, parts of a territory, cities, or other boundaries so specified. In case of changes in political boundaries or re-alignment of political maps, the closest alignment prior to such change shall continue as the Region.
    28. ‘Representatives’ means the employees, agents, contractors, advisors, and consultants (each acting in such respective capacity) of a party to the J-CAPP Terms & Conditions.
    29. ‘Service’ means an any advisory services, consulting services, implementation services, training services, support services or managed services.
    30. ‘Stand-alone J-CAPP Terms & Conditions’ means any agreement entered into between Jonosfero and the J-CAPP Advisor that is separate from the J-CAPP Terms & Conditions and not subject to the terms for the J-CAPP Terms & Conditions. For any other agreement to be subject to the terms of the J-CAPP Terms & Conditions, it should be specifically referenced to the J-CAPP Terms & Conditions or must clearly specify that it is a Supplementary Agreements to the J-CAPP Terms & Conditions.
    31. ‘Subscription’ means a periodic payment made to avail of a Product of Service where such periodic payment provides the right of use and not the transfer of ownership or intellectual property. Such right of use may be for a specified period or may be perpetual and may also be quoted as an integrated figure that incorporates perpetual license fee or term-license fee with the Annual Maintenance Contract fees.
    32. ‘Subsidiary’ means an entity that owns, is owned by, or is under common ownership with an entity. Ownership means control of more than 75% of the equity interests of, or the right to direct the management of, an entity for so long as such control exists.
    33. ‘Supplementary Agreements’ means any addenda, supplements, annexures, exhibits, lists, communications, modifications, changes, or additional clauses required to be read with the J-CAPP Terms & Conditions. Such Supplementary Agreements may be specific to a customer, territory, country, time-period or legal entity.
    34. ‘Third-party product’ means any Products that Jonosfero has the right to resell, distribute, license or otherwise provide to a Customer.
    35. ‘Training’ means any form of learning or knowledge imparted whether through physical delivery, electronic modes, recordings or platforms. Such trainings may or may not include or provide certifications, exams, or other recognition.
    36. ‘Value of sale’ means the value realized from a Customer for sale of Jonosfero Products but does not include Annual Maintenance Contract fees, any expenses incurred in delivering Products to a Customer, non-J-CAPPA Advisory Fees or Incentives, or any third-party costs of Products or Services. For the purpose of clarity, value of sale includes subscription fee or perpetual license fee or term-license fee for the Jonosfero Product but does not include Annual Maintenance Contract fees. Where subscription fee is quoted as an integrated figure that incorporates perpetual license fee or term-license fee with the Annual Maintenance Contract fees, the Value of sale shall be calculated as value realized from a Customer through the subscription fee that is apportionable to the component of perpetual license fee or term-license fee.
  1.  
  1.  

Section II: Relationships and Regions

  1. These J-CAPP Terms & Conditions authorizes different types of relationships between Jonosfero and J-CAPP Advisors. Such relationships are defined in this Section. This Section also specifies the Regions to which such relationships are applicable. Such definition of relationships and Regions to which they apply can be modified through Supplementary Agreements from time to time.
  2. The following relationships are possible between Jonosfero and the J-CAPP Advisor, more details relating to which are covered in Clause 3 and Clause 4 of this Section and specifics of which are covered in Annex 2 of the J-CAPP Terms & Conditions. The relationship types below describe roles and responsibilities of each party.
    1. Referral Relationship: Under this relationship, the J-CAPP Advisor would introduce a Prospective Customer or Customer to Jonosfero based on an assessment of the merits and suitability of the Jonosfero Product. The J-CAPP Advisor may provide collateral and other material given by Jonosfero to the Prospective Customer or Customer. The J-CAPP Advisor may arrange for demonstrations, presentations, meetings, and other interactions with the Customer. The J-CAPP Advisor may, at the discretion of Jonosfero, be involved in negotiation of prices and finalization of agreements and other contracts with customers. Under this relationship, prices will be quoted to the customer by Jonosfero directly.
    2. Co-Seller Relationship: Under this relationship, the J-CAPP Advisor would be authorized to co-sell Jonosfero Products. The J-CAPP Advisor would conduct the pre-sales and sales processes. Pricing would be determined by Jonosfero. Jonosfero may be requested to provide limited advisory support to the J-CAPP Advisor during the pre-sales and sales process. 
    3. Integrated Offering Relationship: Under this relationship, the J-CAPP Advisor will be authorized to bundle Jonosfero Products under the Jonosfero owned brand name into its own products and/or services as agreed with Jonosfero. Jonosfero may be requested to provide limited advisory support to the J-CAPP Advisor during the pre-sales and sales process. Pricing of Jonosfero Product shall be provided to the J-CAPP Advisor at a Transfer Price. The J-CAPP Advisor is free to sell the integrated offering at any price above the Transfer Price. While the J-CAPP Advisor would be the contracting entity under an Integrated Offering Relationship for the purposes of the perpetual or standard or subscription license, Jonosfero shall be the contracting entity for the Annual Maintenance Contract fees (or for proportionate portion of subscription license fees that pertain to the Annual Maintenance Contract fees).
  3. Rights and obligations under each relationship type are tabulated below.
Condition Referral Relationship Co-seller Relationship Integrated Offering Relationship
Need to qualify a lead with Jonosfero before pursuing Yes Yes Yes
Management of pre-sales and sales-cycle No Yes Yes
Mandatory involvement of Jonosfero in the sales and pre-sales process Yes Yes No
Price quoted to be pre-agreed with Jonosfero Yes Yes No
Transfer price provided by Jonosfero No No Yes
Provide Customer name to Jonosfero Yes Yes Yes
Specific training to be taken by J-CAPPA as prescribed by Jonosfero before selling Products (Such training will be specific to each Product) No Yes Yes
Pre-Sales and Sales training to be undertaken to demonstrate Jonosfero Products or Services to clients No Yes Yes
Negotiation of pricing with customer requires Jonosfero involvement Yes Yes No
Contracting entity with customer Jonosfero Entity Jonosfero Entity J-CAPPA Entity
Use of Jonosfero Trademarks permitted for Jonosfero material shared with Customer Yes Yes Yes
Use of Jonosfero Trademarks permitted for Jonosfero material modified and shared with customers (where ‘Yes’, it is subject to conditions specified in the J-CAPP Terms & Conditions) No Yes Yes
  1. The Jonosfero Products and Regions for which the relationship is entered into and authorized for shall be communicated to the email ID specified in the ‘Email ID’ field provided as part of the Firm Details section of form submission completed at https://jonosfero.com/jcapp/ in substantially the format specified at Annex II to the J-CAPP Terms & Conditions along with any additional information. Such formats may be updated from time to time by Jonosfero and such updation would be intimated to the J-CAPP Advisor through an email or a notification on Jonosfero websites. Such updation to formats shall be applicable prospectively and would not require a separate or Supplementary Agreements to be signed. 

Section III: Advisory Fees & Incentives

  1. The J-CAPP Advisor would be eligible for Advisory Fees and/or Incentives based on the type of relationship specified in Annex 2. It is pertinent to note that the same J-CAPP Advisor may, where authorized by the J-CAPP Terms & Conditions or Supplementary Agreements, have a different type of relationship for a different Qualified Lead as well, incl. for the same Customer.
  2. The nature of Advisory Fees and Incentives for which a J-CAPP Advisor is eligible are specified below:
Eligibility Referral Relationship Co-seller Relationship Integrated Offering Relationship
Advisory Fees Yes Yes No, see clause 3 
Incentives No Yes No, see clause 3
  1. No Incentives or Advisory Fees are expected to be payable for Integrated Offering Relationships. The J-CAPP Advisor would be free to charge a price over and above the transfer price. Such transfer price would be communicated to the J-CAPP Advisor from time to time and is different from the List Price. The consideration for the J-CAPP Advisor would be the difference between the Transfer Price and selling price provided to Customers. The J-CAPP Advisor would pay Jonosfero the agreed Transfer Price  within 30 days unless otherwise agreed. 
  2. In case of Referral and Co-seller relationship, Advisory Fees shall vary depending on the nature of the relationship and the Jonosfero Product being sold. The Advisory Fees are tabulated below. 
Eligibility Referral Relationship Co-seller Relationship
Advisory Fee for Jonosfero Products based on Value of sale. 12 % 18 %
  1. In case of Co-seller relationship, Incentives are tabulated below and are payable in addition to the Advisory Fees specified in Clause 6 of this Section. 
Eligibility Co-seller Relationship
Incentives for all Jonosfero Products as a percentage of Value of sale that is above list price and where such Incremental Value of sale is equal to or more than 125% of list price. 45 %
Incentives for all Jonosfero Products as a percentage of Value of sale that is above list price and where such Incremental Value of sale is more than 100% but less than 125% of list price. 36 %

Section IV: Lead Management, Pre-Sales, and Sales Process

  1. In case of a Referral Relationship, Co-seller Relationship and Integrated Offering Relationship, the J-CAPP Advisor would require to intimate Jonosfero about the Customer name and specific Jonosfero Products being offered on email by writing to [email protected] and adding a reference to the J-CAPPA Reference Code as mentioned in Annex 2. Any change in the person or e-mail ID shall be intimated by Jonosfero to the J-CAPP Advisor. 
  2. All communications and agreements between Jonosfero and J-CAPP Advisor during the lead management process and subsequently during the sales process shall take place through e-mail at the specified e-mail ID. The specified e-mail ID of the J-CAPP Advisor for the purpose of the J-CAPP Terms & Conditions shall be to the email ID specified in the ‘Email ID’ field provided as part of the Firm Details section of form submission initiated at https://jonosfero.com/jcapp/ or the email ID specified in the ‘Email ID’ field provided as part of the Primary Contact section of form submission initiated at https://jonosfero.com/jcapp/. These email IDs may be the same. This email ID shall also be used to communicate any additional products, changes or offers or any other aspects related to the J-CAPP Terms & Conditions. 
  3. Notwithstanding anything to the contrary contained in any other document / agreement, both parties hereby authorize the other to act and rely on any instructions or communications or documents for any purpose, which may from time to time be or purport to be given by e-mail from and to the email IDs specified in points 3 and 4 of this Section. All other hard-copy forms or formats, printed or hand-written, shall be discouraged to the extent possible. Both parties agree to assume full responsibility for any and all communications sent to and from the E-Mail addresses mentioned above. Where applicable or unless otherwise stated, these shall be legally binding and no separate written, signed agreement needs to be entered into or executed. Instructions/ communications/ electronically scanned document copies shall be conclusively presumed to be duly authorized by and legally binding on both parties and neither party shall be responsible to ensure the authenticity, validity, or source of any instructions/ communications/ electronically scanned document copies and shall not be liable if any instructions/ communications/ electronically scanned document copies turned out to be unauthorized, erroneous or fraudulent. Both parties shall be entitled (but not obliged) to keep records of our all such instructions/ communications/ electronically scanned document copies in such form, physical or electronic, as it may in its sole discretion deem fit, and such records shall be conclusive and binding. Both parties shall be entitled to dispose of or destroy any such records at any time and determined by itself at its sole discretion. Both parties shall be authorized to disclose all instructions as it may deem fit, to its successor or affiliated or related entities, counter parties, service providers, regulators and other authorities or where it is required by law to do so or to the extent required for the disclosing party to discharge their obligations under this MOU. Both parties shall duly inform the other about any change in the E-Mail addresses.
  4. Once a Lead is provided to Jonosfero, a discussion will be held with the J-CAPP Advisor to determine whether or not to qualify a Lead. Such decisions may be based on a number of factors including whether Jonosfero or other J-CAPP Advisors are already pursuing a similar Qualified Lead with the Client. When and if so intimated, the Lead shall then be termed as a Qualified Lead.
  5. A Qualified Lead does not guarantee an exclusive right to the business as multiple Jonosfero J-CAPP Advisors may be pursuing the same Lead. However, once a Lead is designated as a Qualified Lead, Jonosfero will not directly pursue the Qualified Lead. Similarly, once a Lead is designated as a Qualified Lead, the J-CAPP Advisor warrants that it is not positioning or attempting to sell a competing Product to the same Customer.
  6. A Qualified Lead also automatically signifies Jonosfero’ willingness to enter into a transaction with a specific customer for a specific Products subject to commercial and other terms being agreed with the Customer.
  7. Management of a Qualified Lead shall be undertaken jointly by Jonosfero and the J-CAPP Advisor in good faith.
  8. Depending on the relationship type specified in Annex 2, Jonosfero shall be involved in varying degrees during the pre-sales and sales process. Unless where specifically agreed, no reimbursement for any costs incurred during the Lead management, pre-sales and sales process is envisaged.
  9. In case of an Integrated Offering Relationship, the J-CAPP Advisor may contract directly with the Customer and procure Products from Jonosfero to meet the Customer requirement. In such cases, a Manufacturer Authorization Form would requires to be obtained prior to entering into such contract with Customer based upon which Jonosfero shall honor and enter into an Annual Maintenance Contract with said Customer. In case of a Referral Relationship or Co-seller Relationship, no direct contracting between the Customer and J-CAPP Advisor is envisaged, and, as such no Manufacturer Authorization Form is required.

Section V: Conditions Precedent and Conditions Subsequent

  1. All parties are required to adhere to all Conditions Precedent and Conditions Subsequent. All conditions specified in Section II, Section III and Section IV and any other part of the J-CAPP Terms & Conditions shall be treated as Conditions Precedent.
  2. Where Conditions Precedent are not met for a specific type of relationship by J-CAPPA, a Lead would not be considered as ‘Qualified’. Further, between Qualification of a Lead and sales taking place, if a Condition Precedent is breached, a Lead may be disqualified unless Jonosfero provides waiver.
  3. Conditions Subsequent are applicable once a sale has been made to a client and are as follows:
    1. In case of subscription-based licenses, J-CAPP Advisor would ensure renewals are undertaken.
    2. The J-CAPP Advisor would co-ordinate such that payments are received from the Customer as per the agreed Schedule of payments.
    3. The J-CAPP Advisor shall continue to act in good faith and not violate any terms of the J-CAPP Terms & Conditions.

Section VI: Term and termination

  1. These J-CAPP Terms & Conditions shall be valid for a period of 2 (two) years from its effective date and shall on the sunset of such period be automatically renewed for a period of one year each year thereafter.
  2. Either party may intimate the other of their unwillingness to renew the J-CAPP Terms & Conditions on the next renewal date. Such agreement will stand terminated from such renewal date.
  3. Either party may terminate the J-CAPP Terms & Conditions for breach of terms or non-adherence to terms of the J-CAPP Terms & Conditions by the other party. Such breach should be intimated, and the other party shall have a period of 30 days to cure the breach. Where such breach is not cured, the J-CAPP Terms & Conditions shall be automatically terminated.
  4. On termination of the J-CAPP Terms & Conditions for breach of terms, all future payments under the J-CAPP Terms & Conditions to the J-CAPP Advisor shall cease. Past payments due shall be cleared as per the terms agreed. 
  5. On termination of the J-CAPP Terms & Conditions at the time of auto-renewal each year where such termination has been intimated by Jonosfero, the J-CAPP Advisor will continue to retain rights in future payments for Jonosfero Products already sold for a period of 5 years. Payments related to Qualified Leads or sales in process will not be eligible.
  6. On termination of the J-CAPP Terms & Conditions at the time of auto-renewal each year where such termination has been intimated by the J-CAPP Advisor, the J-CAPP Advisor ceases to have any rights in future payments for Jonosfero Products already sold. Payments related to Qualified Leads or sales in process will also not be eligible.
  7. On termination of the J-CAPP Terms & Conditions by either party, J-CAPP Advisor agrees to act in good faith. J-CAPP Advisor agrees to transition any Customers directly signed by the J-CAPP Advisor for Jonosfero Products to direct contracts with Jonosfero. Jonosfero reserves to right to seek injunctions and damages in case such transition does not take place on termination.

Section VII: Other Terms

  1. Payment, currency and taxes: Jonosfero shall pay Advisory Fees and Incentives to the J-CAPP Advisor within 30 days of the payment being received from the Customer by way pf electronic credit into Bank Account details specified in the ‘Bank Name’, ‘IFS or SWIFT Code’ and ‘Bank Account Number’ fields provided as part of the Banking Details section of form submission completed at https://jonosfero.com/jcapp/. Uploading a scan of a Cancelled Cheque would prove assistive to ensure accuracy but is not mandatory. Advisory Fees and Incentives shall be paid proportionate to the payment received from the Client. Payments shall be paid to the J-CAPP Advisor in the same currency in which payments are received from the Customer. Such payments shall be subject to withholding tax in the applicable jurisdiction. Jonosfero shall not be responsible for payment of any taxes including but not limited to service tax, GST, VAT, or any other indirect taxes.  The J-CAPP Advisor shall be responsible for all taxes on its own income.
  2. Records: Jonosfero agrees to inform J-CAPP Advisor in writing within 15 days of Jonosfero being engaged by a client to provide Jonosfero Products where the J-CAPP Advisor had referred the Qualified Lead to Jonosfero. Jonosfero will provide a summary of invoices raised for the Jonosfero Products, corresponding collections and Incentives and Advisory Fees payable to the J-CAPP Advisor.
  3. Relationship Between Parties: These J-CAPP Terms & Conditions will not be deemed to create an exclusive dealing relationship. Either Party may enter into referral agreements with any other Parties without notice to or consent of the other Party to the J-CAPP Terms & Conditions. J-CAPP Advisor has not made any representations as to the volume or number of clients it may introduce to Jonosfero. The Parties acknowledge that nothing in the J-CAPP Terms & Conditions will be construed as (a) the formation of a partnership or joint venture between J-CAPP Advisor and Jonosfero; (b) the creation of a trust or similar fiduciary relationship between J-CAPP Advisor and Jonosfero; or (c) any employer-employee relationship between J-CAPP Advisor and Jonosfero. Neither Party to the J-CAPP Terms & Conditions is authorized to make any contracts, representations, warranties, or commitments on behalf of the other party and both parties agree that they will not do so or purport to be authorized to do so.
  4. Exclusivity of Lead: A Lead provided to Jonosfero shall not be disclosed by the J-CAPP Advisor to any third party unless Jonosfero has formally rejected such Lead in writing. Where Jonosfero accepts and pursues such Lead, the J-CAPP Advisor’s obligation under this clause shall continue to apply until the client rejects, in writing, Jonosfero’ proposal for Jonosfero Products and / or Jonosfero Services. 
  5. In case of non-receipt of monies from J-CAPP Advisor under the Integrated Offering Relationship, Jonosfero reserves the right to withhold payments due to the J-CAPP Advisor under Referral Relationship or Co-seller Relationship where such payments are not made to Jonosfero within 30 days, without prejudice to other legal remedies.
  6. Good Faith: Each Party will act in good faith and engage in fair dealing when taking any action under or related to the J-CAPP Terms & Conditions and will not do anything to hinder the rights of the other Party.
  7. Survival: Expiration or Termination of the J-CAPP Terms & Conditions will not affect fees already earned by J-CAPP Advisor under the J-CAPP Terms & Conditions. Section VII of the J-CAPP Terms & Conditions will survive expiration of the J-CAPP Terms & Conditions for a period of 7 years.
  8. Jonosfero may factually represent the J-CAPP Advisor as such whereas the J-CAPP Advisor may factually represent Jonosfero as the entity for which it is a J-CAPP Advisor. However, neither party may use the other party’s trademarks, names, logos, marketing material, brochures or any other publications without the other Party’s written approval for the same. It is expressly understood that the J-CAPP Terms & Conditions does not grant J-CAPP Advisor any interest in Jonosfero’ trademarks. 
  9. Marketing Materials: Jonosfero may share capability statements, brochures, Thought Leadership documents and other publications for general consumption (collectively referred to as ‘Marketing Materials’) with the J-CAPP Advisor to enable the J-CAPP Advisor to make the relevant introductions to clients and for promoting awareness of Jonosfero. The J-CAPP Advisor may share such Marketing Material with clients provided that the Marketing Material are shared in their entirety without any modifications. Such disclosure is not required to be in connection with an authorized Lead.
  10. Lead-specific Responses: In order to prepare impactful responses to authorized Leads, Jonosfero may develop RFP / tender responses, proposals, profile packs, case studies, credential packs, commercials, pricing templates etc., for Jonosfero Products, in connection with specific Leads (referred to as ‘Lead-specific Responses’). The J-CAPP Advisor is permitted to share such Lead-specific Responses with the relevant client provided that (i) such disclosure is in relation to an authorized Lead for the client that has been accepted by Jonosfero in accordance with requirements of Clause 1(a) and (ii) the Lead-specific Responses are shared in their entirety without any modifications. The J-CAPP Advisor shall seek and obtain Jonosfero’ approval, on a pre-submission basis, for (i) any modification made by the J-CAPP Advisor to Lead-specific Responses prepared by Jonosfero or (ii) if one or more portions of a Lead-specific Response is combined with any other documentation prepared by the J-CAPP Advisor for submission to a client. 
  11. Confidentiality and Intellectual Property Rights (IPR): During the term of the J-CAPP Terms & Conditions, Jonosfero may share with J-CAPP Advisor confidential information relating to its strategy, clients, business arrangements, deliverables, marketing material, Thought Leadership publications, products, services, financial metrics, go-to-market strategy, Marketing Materials and Lead-specific Responses (collectively referred to as ‘Jonosfero’ Materials’). The J-CAPP Advisor agrees to maintain such information securely and in confidence and not share the same with any third party without Jonosfero’ express, written approval for such disclosure. The J-CAPP Advisor acknowledges that nothing in the J-CAPP Terms & Conditions grants the J-CAPP Advisor intellectual property rights in any Jonosfero’ Materials and all intellectual property rights for Jonosfero’ Material shall continue to rest exclusively with Jonosfero. 
  12. Indemnification: The J-CAPP Advisor agrees to indemnify Jonosfero for any direct loss, claim, expense or loss of revenue suffered by Jonosfero as a result of breach by the J-CAPP Advisor of the obligations contained in the J-CAPP Terms & Conditions. The J-CAPP Advisor further agrees to defend, indemnify and hold harmless Jonosfero, its directors, officers and employees (each an ‘Jonosfero Indemnitee’) from and against any and all suits, claims, actions (each, a “Claim”) brought by a third party against a Jonosfero Indemnitee to the extent arising from or relating to any misrepresentation by the J-CAPP Advisor regarding any Jonosfero Product, Jonosfero Service or Jonosfero contrary to Marketing Materials or Lead-specific Responses provided by Jonosfero.
  13. Governing Law: The laws of India, excluding choice of law provisions shall govern the J-CAPP Terms & Conditions. Any legal action or proceeding arising from the J-CAPP Terms & Conditions shall be brought exclusively in the courts of Mumbai, India. 
  14. Counterparts: These J-CAPP Terms & Conditions may be executed in multiple counterparts (including counterparts delivered in electronic format), each of which shall be deemed an original, but which individually or together shall constitute one and the same instrument.
  15. Entire J-CAPP Terms & Conditions: These J-CAPP Terms & Conditions supersedes any agreement regarding J-CAPP Advisership at a prior date between the Parties and represents the entire agreement regarding referral fees between the Parties.
  16. Costs: Each party will bear its own costs of performance under the J-CAPP Terms & Conditions, unless otherwise specified.
  17. Independent contractors: Any use of the term “partner” is for reference purposes only. The parties are independent contractors and do not intend to create an employer-employee relationship, partnership, joint venture, agency relationship, or fiduciary relationship. Neither party nor any of its Representatives may make any representation, warranty, or promise on behalf of the other party.
  18. Publicity: Except as otherwise required by Laws or as otherwise expressly authorized under the J-CAPP Terms & Conditions, neither party will issue any press release, publicity, or other disclosure in any form that relates to the terms of the J-CAPP Terms & Conditions or to a party’s relationship with the other party, including in Customer presentations or Customer lists, without the other party’s prior written approval.
  19. Proprietary Notices: Neither party will remove any copyright, trademark, patent, or similar notices from the other party’s materials without express written consent from the other party.
  20. No Reverse Engineering: Both parties agree not to reverse engineer, decompile, or disassemble any of the other party’s Products or Services, except and only to the extent expressly permitted by Laws.
  21. Reservation of Rights: Except as otherwise expressly granted in the J-CAPP Terms & Conditions: (i) each party owns and retains all rights, title, or interest in and to its own respective intellectual and other proprietary rights, and neither party grants such rights to the other party whether by implication, statute, estoppel or otherwise; and (ii) all permitted use of Products is by license only, and is not subject to the “first sale” or any similar doctrine under copyright or other applicable intellectual property rights Laws. Except as otherwise expressly granted in the J-CAPP Terms & Conditions, any use in the J-CAPP Terms & Conditions of words such as “distribute,” “sell,” “price,” “fees,” or similar words is for convenience only, and not to be construed to mean that title to any underlying intellectual property rights in the Products is being transferred.
  22. These J-CAPP Terms & Conditions may be sent for execution by way of electronic signature from Jonosfero or its affiliated parent or subsidiary company for the purposes of convenience and centrality. Regardless of the domain address suffix of the sender email, both parties understand and agree that a domain address suffix of the sender email different from that of either party to the J-CAPP Terms & Conditions shall have no effect or impact on the rights and obligations of each party under this agreement so long as the J-CAPP Terms & Conditions is duly executed by the Authorized Signatories of the parties to the J-CAPP Terms & Conditions.
  23. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the J-CAPP Terms & Conditions.
  24. Failure to enforce any provision of the J-CAPP Terms & Conditions will not constitute a waiver. Any waiver must be in writing and executed by the waiving party.
  25. Force Majeure: Neither party will be liable for failing to perform under the J-CAPP Terms & Conditions to the extent that a Force Majeure Event caused the failure. The party subject to the Force Majeure Event must promptly notify the other party in writing and must perform the obligations that were not performed as soon as the Force Majeure Event stops. This section will not apply to any payment obligations under the J-CAPP Terms & Conditions.
  26. Severability: If a court of competent jurisdiction finds any term of the J-CAPP Terms & Conditions illegal, invalid, or unenforceable, the remaining terms will remain in full force and effect.

Annex I – Manufacturer Authorization eMail Format

From: 
[email protected]

To:   
the email ID of prospective client provided by the J-CAPPA

Cc: 
the email ID specified in the ‘Email ID’ field provided as part of the Primary Contact section of form submission initiated at https://jonosfero.com/jcapp/ (if not the same as the email address specified under ‘To’)

Subject: 
MAF for <<Name of prospective client>>

Body:
To,
<<Name of prospective client>>
We, Jonosfero International LLP (‘Jonosfero’) are the original manufacturers of the products listed below being offered as part of this proposal by our advisor: << Name of the Entity (J-CAPPA)>>.
Product(s): << Name of the Jonosfero Product>>.
Jonosfero authorizes << Name of the Entity (J-CAPPA)>> to advise such a proposal to <<Name of prospective client>>. Jonosfero confirms that, subject to the terms of the proposal, it will provide the products being offered by << Name of the Entity (J-CAPPA)>>.

Annex II – J-CAPPA Relationship Confirmation eMail Format

From: 
[email protected]

To: 
the email ID specified in the ‘Email ID’ field provided as part of the Firm Details section of form submission initiated at https://jonosfero.com/jcapp/ 

Cc: 
the email ID specified in the ‘Email ID’ field provided as part of the Primary Contact section of form submission initiated at https://jonosfero.com/jcapp/ (if not the same as the email address specified under ‘To’)

Subject: 
J-CAPP Relationship Confirmation for << Name of the Entity (J-CAPPA)>>

Body: 
To,
<< Name of the Entity (J-CAPPA)>>
This email bears reference to your sign-up for the Jonosfero Collaboration And Partnership Program (“J-CAPP”) completed at the link https://jonosfero.com/jcapp/ on date << nnnnn>> We are pleased to confirm your Advisorship under the J-CAPP subject to the J-CAPP Terms and Conditions as agreed. Your J-CAPP Advisor Reference Code is JC-<< nnnnn>>. Details of Jonosfero Products and Regions and the Relationship Type against each, as referenced in J-CAPP Terms and Conditions, are specified below.

Product NameRegionRelationship Type
<< >><< >><< >>
<< >><< >><< >>

JONOSFERO INTERNATIONAL