TERMS & CONDITIONS

These articles given herein below govern the terms under which MPINGI, Inc., (variously referred hereinafter as ‘MPINGI’, ‘us’, ‘we’ or ‘the Company’) and you ______________________ a Individual/Corporation/Firm incorporated under the laws of ____________, and having your offices at ____________________ __________________________________(variously referred hereinafter as ‘VAR’, ‘you’ or ‘Partner’) provide Value Added Reseller services to MPINGI..

1. Agreement. These terms and conditions constitute the entire agreement between you and us.

2. Scope of Agreement. MPINGI offers various communications services to Residential and Business customers in the US and other markets. You agree to sell those services on behalf of MPINGI and the Company agrees to pay you a commission for each sale as per terms and conditions herein below.

3. Term of Agreement. This Agreement shall come in to effect on _______ 200_ and continue until such time as it is terminated as per the terms and conditions specified under the Termination clause in this agreement.

4. Enrollment. You hereby warrant that you are an ___________ (here mention your constitution) and that you have not declared bankruptcy and you are not a convicted felon and are a person of sound mind fully empowered to enter in to this agreement.

5. Partner ID. Upon enrollment, the Company will assign a Partner ID to you and a password. You agree to keep the ID and password confidential and will inform the company if they are made available to any third party upon which the Company shall issue you with a temporary password which you agree to change on your first logon to www.mpingi.com/partners.
a. Sub Agents. You may appoint as many sub agents as you may require. Each of the Sub Agents must be registered by you after logging on to www.mpingi.com/partners.
b. Quoting. The Partner ID must be quoted on all sales made by you and in all correspondence with the company.

6. Plans. The company offers a number of subscription plans in its communication services. The nature, name and price of the Plans may be changed by the company without notice to you.

7. Commission.
a. Base Commission Plan. As per Annexure I to this agreement.
b. Volume Incentives. As per Annexure II to this agreement
c. Payment of Commission.
i. Every VAR starts in Slab “A” (as defined per Annexure II to this agreement.
ii. On 7th of each month, commission payable for the previous month’s sales achieved is calculated and a “Commission Note” is automatically sent to you.
iii. You shall have 3 working days to try and include sales that may have been left out in the Commission Note.
iv. On the 11th of each month the company shall send out checks for the commission amount payable to you.
v. The Quarters are Jan-Feb-Mar (JFM), Apr-May-Jun (AMJ), July-Aug-Sep (JAS) and Oct-Nov-Dec (OND).
vi. By 7th of each month starting a quarter (Jan, Apr, July and October) A Quarterly analysis is done for the previous quarter and preceding four quarters and you will be notified your Slab by a “Rate Adjustment Memo”.
vii. The Company shall prepare the Commission Note as per your current Slab as defined in the latest Rate Adjustment Memo (initially in Slab “A”, as defined in Annexure II to this agreement)
viii. You are free to fix the commissions payable to your agents (Sub VARs) within your current slab either as percentage of your commission payable or as fixed dollar amounts.
ix. You will have to issue Rate Adjustment Memos to your Sub-VARS using the tools available to you in your mpingi.com website home page.
x. The Sub-VARs appointed by you will be bound by the terms of this agreement as well but it is clearly understood that they have no contract with the Company but only with you.
xi. You will be paid residual commission on current customers after their first year as per Base Commission Plan.
d. Sales Recognition.
i. You are assigned an unique ID – namely Partner ID at the time of enrollment, You must quote this Partner ID on each on one of your Sales for those sales to be recognized by the company as Sales credited to you.
ii. The company credits a sale based only on the partner ID entered against that sale.
iii. The Company will make provision for you to enter the Partner ID on all sales registered by you through your home page.
iv. You should require the customer to enter your Partner ID in the Promo Code space in Customer’s Signup form in the www.mpingi.com website.
v. No other means of crediting a sale to you is recognized by the company.
e. Commission Payment Rules.
i. You will be paid Commission against only customers who are current – i.e., who have paid all their bills as on date of commission calculation.
ii. The Company agrees to pay you commission are paid every month to you only if you are “current” – i.e., You must continue to resell MPINGI plans and must have sold at least one plan in the previous month. If You slip down to nil sales in a month you will not be eligible for commission payment in that month
iii. The Company will pay commissions by check – manual or electronic as the case may be and you agree not to use the account number, routing number or any other banking information of the Company that you may come in to possession of in the course of dealing with the company for any purpose whatsoever under penalty of such criminal and/or civil actions the company may take against you.

8. Telemarketing and Appointment Bids. The company may at its sole discretion choose to support your sales efforts by conducting such on-line marketing or telemarketing campaigns in order to secure an appointment for a visit by a VAR.
a. The Company may at its sole discretion obtain appointments from prospective customers who require a VAR to visit them.
b. The Company’s VAR site will have an “Appointment Bid” page where the appointments available are displayed.
c. In addition the Company will notify via email the Appointments Available in each VAR’s area codes (The VARs are required to enter their area of operations by entering one or more telephone area codes in their profile). Such email notifications are merely for informational purposes and do not tantamount to an appointment being allocated to any VAR.
d. Interested VARs may request allocation of a specific appointment in their area of operation by clicking the REQUEST button against that appointment. If the appointment is available at that time and depending on the VARs past sales record, the appointment will be allotted to the requesting VAR and removed from the Bid page.
e. The VAR must indicate the progress against the appointments via web page to the Company. The company reserves the right to de-allocate the prospect and hand over the prospect to any other VAR without assigning any reason whatsoever before the sale is concluded with the Prospect by the VAR.
f. If an Appointment is not met according the requirements of the appointment that appointment will be taken back from the VAR and the VAR will not act in any manner upon the appointment unless such an appointment is offered again for Bid and the VAR obtains the Bid subsequently.
g. For each completed sale based on an appointment fixed by the Company, the VAR’s commission for that sale shall be reduced by a telemarketing fee of 11% of the on sale commission and 5.5% each for the sixth month and twelfth month commissions.
h. The Company retains all the rights to the information pertaining to an appointment and may withdraw an appointment from you without assigning any reason or notice whatsoever.
i. You agree not to use the information derived/developed from the appointments in any manner except as allowed by the company as per this agreement and agree to completely follow the company’s privacy policy governing information from prospects and customers, failing which the company reserves its right to impose penal damages against you.

9. Sales Kits.
a. The company will provide Posters, Brochures and such other sales kit that it may determine is necessary to enable you to sell the Company’s Plans.
b. Images of different sales material will be available online on your home page that you can order from the Company.
c. You are allowed a set number of sales materials free. The exact number of free Kits depends upon your sales record. You may order for extra material from the company at cost.

10. Marketing & Advertising Support.
a. The company may at its discretion conduct sales advertisement campaigns in various media free of charge to the VARs but the VARs have no right to either request a specific campaign or to determine its shape, depth and frequency.
b. The company may at its discretion place billboards in specific geographical areas and is the sole authority to decide upon them in anyway whatsoever
c. You may request the company to conduct a specific advertisement campaign in your area and if the company agrees to do so, the costs thereof will be split 50-50 between you and the Company. The content and shape and frequency of any such campaign will be determined by the Company. You will be informed of the cost of the campaign and will be required to deposit such amount of your part of the cost as the Company may require before the commencement of such a campaign.

11. Independent Contractor. Nothing in this agreement should be construed as a contract of employment or agency you agree that you are an independent contractor reselling company’s products and services. Nothing in this agreement constitutes a joint venture between the company and you and you do not represent the company and the company is no way liable for your acts of commission or omission and you agree to hold the company, its officers and employees indemnified against any claim, liability civil or criminal from any third parties.

12. Non Disclosure and Non Contravention. You agree to all the terms and conditions set out in Annexure III – Non Disclosure and Non Cirmcumvention Agreement and the same is deemed to be imported in whole in to this agreement.

13. Termination. Either party may terminate this agreement at any time by giving a notice in writing (which includes email, fax or surface mail) to the other at the official address of the other as set out in this agreement. You will not be entitled to any residual commission after the agreement is terminated. This agreement is automatically terminated if you do not sell any plan in a three month period and you may be eligible to re-enroll anytime thereafter but you will start again in Slab ‘A’ as detailed in Annexure I to this agreement. The company’s rights to redressal against you shall survive any termination by the company for contravening the terms of this agreement.

14. Jurisdiction. This agreement is deemed to be executed in the city of Sunnyvale, California, USA and is subject to the laws of the state of California and United States and the courts in California alone shall have the jurisdiction over any dispute arising out of this agreement. In the event of any disputes the losing party shall be responsible to pay all costs including but not limited to Attorney Fees, Court Fees etc. incurred by the other party.

15. Signature. You have signified your acceptance of the terms of this agreement by clicking on “I Accept” button on the web site and subsequently confirming the Email link sent to your email address by the Company, therefore no signature is required on this agreement. You may print a copy of this agreement for your records but in the event of any difference in text or interpretation of terms of this agreement, the online version is deemed to be correct.

16. Amendments. The Company reserves its right to amend this agreement by changing including deleting or adding, the terms, headings, text of this agreement without any notice to you at any time. The online version of this agreement will govern the relationship between you and the company at any time. Annexure I, II & III will be applicable as in the print version. © 2006 MPINGI, INC. Updated 08/23/2006.