Partner Agreement

1. Introduction and Acceptance

Welcome to the NPod Partner Portal. These Terms and Conditions ("Agreement") govern your participation in the NPod Partner Program. By registering as a partner or affiliate, you agree to be bound by these terms.

NPod ("Company", "we", "us", or "our") provides integrated modular micro data centers, edge computing hardware nodes, SLA monitoring, and pre-sales engineering tools. This Agreement establishes the channel partnership relationship between NPod and you ("Partner", "Affiliate", or "you").

2. Partner Program Eligibility

2.1 General Requirements

To participate in the NPod Partner Program, you must:

• Be a legally registered business entity with valid business credentials.
• Have relevant experience in IT services, hardware integration, edge networks, or hosting consulting.
• Maintain good standing with all applicable regional regulatory authorities.
• Not be in breach of any current contracts with NPod or its affiliated hardware groups.
• Comply with all regional IT deployment regulations, power distribution constraints, and environmental standards.

2.2 Partner Types

Partners: Organizations that integrate NPod hardware modules into their client enterprise service offerings, coordinate physical installation, and maintain direct client support SLAs.

Affiliates: Technical consultants or agency representatives that refer hardware procurement leads to NPod in exchange for commission-based margin payouts.

3. Partner Responsibilities

3.1 Professional Conduct

Partners agree to:

• Represent NPod micro data center capabilities professionally and technically accurately in all marketing.
• Maintain core competencies in NPod cabinet thermal profiles, UPS thresholds, and fire suppression protocols through regular briefings.
• Provide clear, transparent pricing and delivery schedule estimations to customers.
• Not make false, misleading, or technically speculative claims about NPod telemetry sensors or hardware cooling outputs.
• Respect copyright materials, blueprint assets, and client project confidentiality.

3.2 Marketing and Branding

• Use only approved co-branding layouts, spec sheets, and vector files.
• Submit custom landing pages or catalog prints mentioning NPod setups for marketing approval.
• Comply with the trademark and asset representation guidelines of the NPod brand system.
• Not alter, cover, or misrepresent NPod physical cabin badges or telemetry screens.

4. Compensation and Commissions

4.1 Partner Benefits

Qualified partners receive:

• Tiered margin discount structures based on registered deployment volume and total cabinet counts.
• Protected deal registration to guarantee exclusive account commissions.
• Joint marketing support for edge computing regional trade validation.
• Technical blueprints, wiring guides, and direct engineer briefings.
• Priority access to hardware testing equipment and validation modules.

4.2 Affiliate Commissions

Affiliates earn commissions based on:

• Qualified lead referrals that lead to completed NPod procurement contracts.
• Commission percentages published in the NPod portal dashboard.
• Payment cycles: Net 30 days following customer settlement receipt and site acceptance.
• Minimum payout limit: ₹10,000 (INR) or USD equivalent as specified in your locale profile.

5. Lead and Deal Registration

5.1 Deal Registration Process

Partners must register enterprise project opportunities via the Partner Portal to secure regional deal protection and priority pre-sales layout reviews. Registrations must represent active, validated pipeline opportunities with specified thermal requirements, UPS backup scales, and timeline targets.

5.2 Deal Protection

• Approved deal registrations grant 90 days of exclusive territorial deal protection.
• Extensions may be requested subject to verified pilot layout progress or procurement approval delays.
• Channel conflicts are adjudicated based on the registration timestamp and verified customer contact confirmations.

6. Confidentiality and Data Protection

6.1 Confidential Information

Partners agree to:

• Maintain complete secrecy regarding NPod development roadmaps, pricing schedules, and physical security layouts.
• Protect customer telemetry information and server layout mapping according to local data privacy laws.
• Restrict access to blueprint assets to certified project architects only.
• Return or destroy technical limit guides upon termination or partnership downgrades.

6.2 Data Privacy Compliance

Partners must satisfy all regional data protection acts, including the Information Technology Act, 2000, and standard edge infrastructure compliance frameworks. Partners must guarantee proper consent mechanisms are active prior to deploying telemetry sensors or remote management interfaces.

7. Intellectual Property Rights

All NPod trademarks, design blueprints, firmware components, cabinet layout models, and documentation assets remain the exclusive property of NPod. Partners receive a limited, non-transferable, revocable license to utilize marketing assets and brand trademarks solely for authorized promotional campaigns during their active partnership agreement.

8. Training and Certification

NPod hosts hardware configuration training and certification paths covering cooling balances, emergency power cutovers, and fire suppression systems. Partners are strongly encouraged to keep at least one architect certified to maintain tier margin benefits and secure large project authorizations.

9. Support and Resources

9.1 Partner Support

• Direct access to dedicated solution architects for thermal calculation validations.
• Pre-sales mechanical sizing reviews and power configuration calculations.
• Access to the Partner Portal asset directory for CAD files, spec sheets, and marketing brochures.
• Technical updates and hardware firmware alerts.

9.2 Customer SLAs

Partners are the primary point of contact for client hardware installations. NPod provides backend level-2 diagnostic support, warranty hardware swaps, and emergency part supply as outlined in the hardware SLA schedules.

10. Term and Termination

10.1 Term

This Agreement takes effect upon portal approval and runs for one year, renewing automatically unless a party serves 30 days' written notice of non-renewal.

10.2 Termination

Either party may terminate this Agreement:

• With 30 days' written notice for convenience.
• Immediately upon material breach if the breach remains uncured for 15 days following receipt of written notification.
• Immediately if the other party enters liquidation, insolvency, or experiences major structural business changes.

10.3 Effect of Termination

Upon termination:

• Access credentials to the Partner Portal will be deactivated.
• Unpaid commissions accrued prior to termination will be settled in accordance with normal schedule rules.
• All active uses of NPod marketing assets, co-branded materials, and blueprint guides must cease immediately.
• Confidentiality and intellectual property terms remain active indefinitely.

11. Limitation of Liability

To the maximum limit allowed by law, NPod's cumulative liability under this agreement for any claims shall not exceed the total margin payouts or commissions paid to the Partner in the twelve months immediately preceding the claim. Neither party shall be liable for indirect, collateral, punitive, or loss-of-data damages.

12. Indemnification

Partners agree to indemnify, defend, and hold NPod harmless from any liabilities, claims, or regulatory penalties arising from Partner's contract breach, negligent site installation, or unauthorized product claims.

13. Compliance with Laws

Partners must operate in full compliance with local laws, including:

• Anti-bribery and compliance acts.
• Hardware export control regulations.
• Data protection, telemetry privacy, and environmental recycling policies.
• Tax reporting, GST compliance, and local business registrations.

14. Non-Compete and Non-Solicitation

During the term of this partnership and for twelve months following termination, Partners agree not to solicit NPod engineers, solution architects, or core technical personnel for employment without prior formal written consent from NPod management.

15. Modifications to Terms

NPod reserves the right to amend these Terms and Conditions upon 30 days' notice. Continued utilization of the Partner Portal after modifications become active constitutes full acceptance of the revised terms. Material updates will be published on the dashboard and sent via system email notifications.

16. Governing Law and Dispute Resolution

16.1 Governing Law

This Agreement shall be governed by and interpreted under the laws of India, excluding its conflict of laws principles.

16.2 Dispute Resolution

Any dispute arising from this Agreement shall first be addressed through good faith corporate negotiations. Unresolved disputes shall be referred to final, binding arbitration under the Arbitration and Conciliation Act, 1996, in English, conducted in New Delhi, India.

17. General Provisions

17.1 Independent Contractor

Partners operate strictly as independent contractors. This agreement does not establish an employer-employee, agency, or partnership relationship between the parties. Partners have no authority to bind NPod or execute agreements on its behalf.

17.2 Entire Agreement

This Agreement represents the entire understanding between the parties regarding the NPod Partner Program and supersedes all prior co-branding discussions or draft agreements.

17.3 Severability & Waiver

If any provision is deemed invalid by an arbitration panel, it shall be modified to the minimum extent necessary, and all other clauses shall remain in full force. Failure to enforce any clause does not constitute a waiver of future rights.

18. Contact Information

For questions regarding these Terms and Conditions or the NPod Partner Program, please contact:

NPod Partner Support Team
Email: partners@netforchoice.com
Phone: +91-995 831 9290
Address: A-86, I-Area, Sector 57, Noida, Uttar Pradesh 201301