Training Partner Program Agreement

This Agreement was last updated on 25-April-2021

    1. The Platform is owned and operated by StepUpwards Learning Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at No. 14, Bhattarahalli, Old Madras Road, KR Puram, Bangalore, Karnataka 560049, India. 
    2. This Training Partner Program Agreement (hereinafter, “TPP Agreement”, “Program”) applies to all registered Training Partners of the Platform.
    3. For the purpose of this electronic record, wherever the context so requires, the terms “you”, “your”, or “Training Partner”, shall mean and refer to any natural or legal person who has agreed to become a training partner and by registering on the Platform as a registered training partner for the purpose of conducting sales and/or approaching other organizations for and on behalf of StepUpwards to subscribe to or purchase the Training Services on the Platform. The terms “StepUpwards”, “Company”, “we”, “us” or “our” shall mean StepUpwards Learning Private Limited. The Training Partner and StepUpwards may jointly and/ or severally be referred to as “Parties”/ “Party”.
    4. Please read this TPP Agreement before soliciting on behalf of StepUpwards. The Terms of Use (hereinafter, “Terms of Use”) will be applicable to all the sales made by the Training Partner. Hence, to that extent the Terms of Use are a part of and incorporated within and is to be read along with the TPP Agreement. 
    5. Any capitalized terms not defined in this TPP Agreement are defined as specified in the Terms of Use
    6. Any version of this TPP Agreement in a language other than English may be provided for convenience upon request. If there is any conflict with a non-English version, you agree that this English language version of TPP Agreement (along with any changes thereto) will prevail.
    7. You may want to print a copy of this TPP Agreement for future reference.
    8. This electronic record is generated by a computer system and does not require any physical or digital signatures.
    9. By using this Platform, clicking the “I accept” button or completing the registration process, you agree and acknowledge that you have reviewed These Terms, have given your consent, and accepted this Agreement.
    1. StepUpwards is an online Marketplace using its Platform to allow Instructors and Learners to connect, teach, train, and learn. StepUpwards has been providing such services via their Platform through various course instructors. 
    2. The Training Partner is desirous of approaching other organizations (business, non-profit and/or governmental organizations) on behalf of StepUpwards, for marketing and conducting sales of the Training Services and Submitted Content available via StepUpwards’ Marketplace and on its Platform, to employees, consultants, users, and other individuals engaged with such organizations. 
    3. Relying on the aforesaid representation and the terms and conditions set out in this TPP Agreement, StepUpwards has agreed to allow the Training Partner to solicit clients on their behalf, upon the terms and conditions contained herein.
  3. It is agreed as follows:
    1. Definitions
      1. “Active Engagement” means the solicitation of a Prospect Client by the Training Partner for the sale of the Training Services and Submitted Content available on StepUpwards’ MarketPlace / Platform. 
      2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
      3. "Agreement" means this StepUpwards Training Partner Program Agreement and all materials referred or linked to in here.
      4. “Capacity Limit” means the aggregate number of prospect organizations that you are permitted to have registered at any given time, for the purpose of approaching such organizations to sell any of the services offered by StepUpwards.
      5. “Client” means any natural or legal entity who has paid to StepUpwards for access to the Platform for the Submitted Content, Training Services or both. 
      6. “StepUpwards’ Marketplace” / “Marketplace” means the Platform maintained by StepUpwards via which, Instructors offer courses, and Learners and Clients can access such courses, including enrolling and making payment for such courses. 
      7. “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential. Confidential Information shall not include any information that
        1. is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, 
        2. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, 
        3. is received from a third party without breach of any obligation owed to the Disclosing Party, or 
        4. was independently developed by the Receiving Party.
      8. “Cross Sell” means a limited StepUpwards Training Partner program which allows a Training Partner to be eligible for Revenue Share for the sale of Training Services to an existing Client or End User, subject to the fulfilment of eligibility criteria, and acceptance and participation criteria, as stated in this Agreement. The applicability of Cross Sell is subject to the discretion of StepUpwards. 
      9. “Terms of Use” means those terms and conditions maintained for the website of StepUpwards, as modified from time to time. 
      10. “End User” means any natural person who is the authorized actual user (may be an individual, or a part of any organization) of the Training Services and/or Submitted Content available on StepUpwards’ Marketplace. Notwithstanding the authorization to any natural person for promotional, illustration or demonstration purposes, the End User will be authorized to use the Platform pursuant to the payment made by the Client. The term “Learner” may be used for the same purpose and to signify any “End User”. 
      11. "End User/ Client Data" means all information that End User/ Client, or you acting on behalf of the End User/ Client, submits or collects for the Platform. This also includes all materials that the End User/ Client, or you acting on behalf of the End User/ Client may provide, post, upload, input, or submit for public display on the Platform.
      12. “Instructor” means any individual conducting the courses and providing Training Services on StepUpwards’ Marketplace, including but not limited to, any content, promotional material, course material, notes, video content, live streaming content, assignments, resources, questions, answers to questions, etc.
      13. “Intellectual Property" includes ideas, concepts, creations, brand names, inventions, improvements, know how, trademarks, service marks, designs, patents, utility models, tools, devices, models, methods, procedures, processes, systems, principles, algorithms, works of authorship, flowcharts, drawings, books, papers, models, sketches, formulas, proprietary techniques, research projects, and other confidential and proprietary information, databases, data, documents, instruction manuals, records, memoranda, notes, whether or not copyrightable or patentable, or any written or verbal instructions or comments.
      14. “Intellectual Property Rights” or “IPRs” includes 
        1. all rights, title, and interest under any statute or under common law including patent rights; copyrights including moral rights; and any similar rights in respect of Intellectual Property, anywhere in the world, whether negotiable or not; 
        2. any licenses, permissions and grants in connection therewith; 
        3. applications for any of the foregoing and the right to apply for them in any part of the world; 
        4. right to obtain and hold appropriate registrations in Intellectual Property and, 
        5. all extensions and renewals thereof (vi) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future infringements or violations thereof and the right to sue for and recover the same.
      15. “List Price” means the standard pricing for the Training Services which may be listed on the Platform. Such prices may be changed from time to time. 
      16. “Net Revenue” means the amount that is actually remaining with StepUpwards from the payment made by a Client and/or End User or by the Training Partner on behalf of a Client and/or End User. Net Revenue shall: 
        1. be calculated after application of any discounts, taxes payable, and subsequent refunds (if any), and 
        2. shall exclude any sales made as part of StepUpwards promotional programs. 
      17. “Other Products” means those products and services offered by StepUpwards, which are not included in the Training Services/ Submitted Content. 
      18. “Training Partner Eligibility Requirements” means the information, certification and all other documents required for registration with StepUpwards as a Training Partner. 
      19. “Platform” means StepUpwards’ website (hereinafter, the “Website”) and application for mobiles and hand held devices (hereinafter, the “App”) and its integrated systems, and/or APIs thereunder.
      20. “Prospective Client” means any person or entity that is engaged by the Training Partner or any other training partner of StepUpwards for purchasing any of the Training Services and Submitted Content via StepUpwards Marketplace. Such client also includes any existing client of StepUpwards to whom the said Training Partner is engaging for the sale of a different product from the Training Services offered by StepUpwards. 
      21. “Qualified Transactions” means those transactions that are eligible for a Revenue Share pursuant to the “Qualified Transactions” section of this Agreement.
      22. “Revenue Share” means the consideration or remuneration to be paid to the Training Partner by StepUpwards for the sale of product or services of StepUpwards made by the Training Partner. 
      23. “StepUpwards Leads” means the introduction of a lead or prospect by StepUpwards to the Training Partner to market and sell the Training Services. Such StepUpwards Leads may be shared simultaneously with more than one Training Partner at a given time. 
      24. “Submitted Content” means any and all content (including any adaptions, updation, modifications, and versions thereof) posted on StepUpwards’ Marketplace by the Instructor as part of the Training Services, including but not limited to, any content, promotional material, course material, notes, video content, live streaming content, assignments, resources, questions, answers to questions, etc.
      25. “Training Services” are the educational services (including courses, teaching, training, skill development, subscription services, Other Products and any Submitted Content) relating to the courses, which the Instructors provide to Learners on StepUpwards’ Marketplace via the Platform. 
    2. Qualified Transactions
      1. Training Partner Rights and Obligations: Subject to the said Agreement, the Training Partner has a non-transferable, non-exclusive right to: 
        1. demonstrate and promote the Training Services and Submitted Content to prospective and existing clients; and 
        2. provide End Users access to use the Training Services and Submitted Content in accordance with this Agreement and the Terms of Use. Limited sales support may be provided to the said Training Partner (at the sole discretion of StepUpwards), for facilitating the engagement with the prospective and existing clients.
      2. Eligibility for Revenue Share: Only transactions in which the Prospective Client has registered with StepUpwards’ Marketplace after making the due payments will be eligible for Revenue Share. A Training Partner is not eligible to receive a Revenue Share or any other compensation in the following circumstances: 
        1. if such compensation is disallowed or limited by applicable law or regulations; 
        2. if the applicable Client or End User objects to, or prohibits such compensation, or excludes such compensation from its payments to StepUpwards; 
        3. if it is determined that the Training Partner has acted in a way detrimental to the interests of StepUpwards (the decision of StepUpwards will be final in this regard);
        4. if the Client and/or End User has paid or will pay commissions/ referral fees/ compensation directly to the Training Partner;
        5. if the Client and/or End User is a Training Partner themselves through a separate agreement with StepUpwards; 
        6. for any transactions with the Client and/or End User that precede the engagement of the Training Partner under this Agreement.
        7. In competitive situations with other Training Partners, StepUpwards may enable Cross Sell or provide the Revenue Share to such Training Partner that has submitted the first proof of business with the Client and/or End User.
        8. In the event StepUpwards may terminate this Agreement and/or discontinue Revenue Share payment(s) when the Training Partner fails to meet any of the eligibility criteria set forth in this Agreement.
      3. Submission, Acceptance and Validity of Prospects: The Training Partner must register each prospect with StepUpwards using the Training Partner tools provided by StepUpwards, prior to the close of a Qualified Transaction. To register a prospect, the information required includes but is not limited to: Organisation’s name, full name of the contact person therein, e-mail address, URL, and contact number. The following constitute a prospect: 
        1. is a new potential client and has no prior relationship with StepUpwards; 
        2. is not at any time in the preceding sixty (60) days a Client or End User, involved in our active sales process, Training Partner’s Affiliate or being pursued by any other Training Partner; 
        3. is a Prospective Client whose contact information was legally obtained. 
      4. Notwithstanding the foregoing, StepUpwards has the discretion to not accept a prospect. StepUpwards may further reject any prospect even after submission, if the prospect does not meet the criteria outlined in this Agreement. StepUpwards will explicitly notify if any prospect is eligible for Cross Sell. 
      5. A prospect is not considered valid: 
        1. if it is not registered, 
        2. if it is not accepted, 
        3. if it is expired, 
        4. if it exceeds the registered capacity limits or other applicable limits, or 
        5. if it is approached after this Agreement is expired or terminated. 
      6. For all expired registrations, the Training Partner has to complete the registration process again in order to re-qualify for Revenue Share for that prospect, prior to the purchase of any Training Services by the Prospect. Please note that the Training Partner must have a written confirmation from the Prospect that their information is being provided to StepUpwards in accordance with the applicable Privacy Policy. 
      7. Immediately on StepUpwards’ or StepUpwards Lead’s request the Training Partner must promptly discontinue all use of, and delete, the StepUpwards Lead’s information. StepUpwards’ Leads are considered our Confidential Information and are to be treated in accordance with the ‘Confidentiality’ conditions of the Agreement.
      8. Shared Leads: If StepUpwards participates in the same sales process for the Training Services as the Training Partner, resulting in the sale of the StepUpwards Services/Product to a Prospective Client which is 1. not previously registered, 2. not accepted, 3. expired, or 4. exceeding the registered capacity limits; such Prospect may be considered a Shared Lead if the Training Partner is able to prove that the Prospective Client was being Actively Engaged by the said Training Partner. In such case, StepUpwards may deem such Prospective Client to be registered, accepted, and valid.
      9. To prove the Active Engagement with any Prospective Client, the Training Partner has to furnish requisite proof through formal documentation. 
      10. Engagement with Prospects and End Users: StepUpwards may engage with a prospect, lead or End User directly for 1. Cross Sell, 2. the subscription process, 3. fulfilling or enforcing the obligations under an agreement with such prospect, 4. providing support, 5. conducting standard marketing and sales activities with prospects; 6. Optional Programs, or 7. at its sole discretion. The Training Partner will provide the details of the prospect, and will facilitate the engagement upon the request made by StepUpwards. 
      11. Only the registered End User can use / access the purchased Training Services or Submitted Content, and it cannot be reassigned to any other person. 
      12. The Client and/or End User may only use the Platform in accordance with the Terms of Use as mentioned above. The Training Partner will take all reasonable steps to ensure the compliance of the Terms of Use by the Client and/or End User. In case the Training Partner has reason to believe that the Client and/or End User is in violation of the Terms of Use, they are obliged to inform the same to StepUpwards at the earliest, in writing.
      13. Under exceptional circumstances, StepUpwards may permit the Training Partner to enlist as a Client pursuant to the appropriate payment for the Submitted Content and Training Services. 
    3. Revenue Share and Payment.
      1. Payment:  The Revenue Share amount shall be paid fifteen (15) days after each part/full payment received from the Client/ End User. All amounts payable by StepUpwards to the Training Partner are subject to offset against any amounts owed / due. The Revenue Share will be ten percent (10%) of the Net Revenue. 
      2. Taxes: The Training Partner is responsible for the payment of all taxes applicable to them. StepUpwards may subject the Revenue Share to any applicable transaction taxes / deductions in the event the Training Partner is unable to provide a relevant tax exemption certificate. 
      3. Forfeiture: A Qualified Transaction is considered forfeited if the Client and/or End User fails to make payment for the same within two (2) months from the date of confirming the Qualified Transaction/ registration of the Client and/or End User, whichever is later. The Training Partner waives its right to claim any Revenue Share in the event StepUpwards fails to receive the payment for the Qualified Transaction from the Client and/or End User, due to incorrect/ incomplete payment information provided to the Client and/or End User, by the Training Partner.
    4. Training and Support
      1. For Training Partner: StepUpwards may offer free trainings, webinars and other resources including a Training Partner Toolkit for the Training Partner to comprehend and demonstrate the Training Services available via StepUpwards Marketplace on the Platform. Such benefits including parts of the Training Partner Toolkit are subject to change or discontinuation without notice.
      2. For End User: Subject to applicable policies, StepUpwards will provide training to the End User for accessing the Training Services. Communication for all such training may be made by StepUpwards directly to the End User. 
      3. For StepUpwards Demo Account: StepUpwards may setup a demo account for the Training Partner to exhibit the Platform, StepUpwards’ Marketplace including the Training Services and Submitted Content to the Prospective Client. Access to such demo account will not be chargeable and the Training Partner is prohibited to lease, distribute, license, sell, or otherwise commercially exploit such demo account for any commercial again. StepUpwards reserves the right to waive all payments, rights and to initiate suitable action against the Training Partner for breach of the condition. The use of such demo account has to be in accordance with the applicable policies. The Training Partner can only use their own data or the data obtained from the Prospective Client for the purpose of exhibiting. 
    5. Usage of StepUpwards’ Intangible Assets - The Training Partner can use the brand names and trademarks owned by StepUpwards in course of providing services under this Agreement. Such usage of StepUpwards’ intangible assets is to be in compliance with the guidelines and applicable policies. The following conditions are applicable for all such use:
      1. StepUpwards’ brand names or trademarks can only be used for promoting or selling courses available on StepUpwards’ Marketplace. 
      2. In the event StepUpwards notifies you to, you will immediately stop using such brand names and/ or trademarks.
      3. To not use the brand names or trademarks in a dishonest, or misleading way. 
      4. To not suggest endorsement of the Training Services and the Submitted Content by StepUpwards.
      5. To not hurt or cause hurts to religious sentiment.
      6. To not damage or cause damage to property or reputation of StepUpwards or of any other natural or legal person.
      7. To not use the brand names or trademarks in a way which violates applicable law. 
      8. StepUpwards will exclusively own all IPRs created by the Training Partner under the Agreement.
      9. The rights and obligations contained under this Clause shall continue to be in force even after termination of this Agreement.
    6. Proprietary Rights
      1. StepUpwards’ Rights: StepUpwards is the sole owner of the IPR in the Platform and/ or any associated software thereunder. This Agreement does not grant a license to the software/ Platform owned by StepUpwards to the Training Partner. The Instructors are the sole owner of the Training Services and the Submitted Content being offered via StepUpwards’ Marketplace on the Platform. The Training Partner agrees not to copy, rent, lease, sell, distribute, or create derivative works of the Training Services/ Submitted Content unless if expressly authorized in writing by StepUpwards. 
      2. End User/ Client Rights: As between you and End User/ Client, the latter retains the right to access and use the End User/ Client portal on the Platform regardless of whether you placed the order with us for an End User/ Client or made or make payments for an End User/ Client. End User/ Client will own and retain all rights to the End User/ Client Data. 
    7. Confidentiality
      1. You acknowledge that during the term of this Agreement, you will have access to Confidential Information. During the Agreement or at any time after the termination of the Agreement, except with prior written permission of StepUpwards you will abstain from the following: 
        1. Disclose any Confidential Information either directly or indirectly to any person, firm or body corporate.
        2. Make copies, reproduce, publish in any manner any of the Confidential Information in print media, social media or in any other form.
        3. Use the Confidential Information for any other purpose other than carrying out the conditions of the Agreement.
        4. Make any claim from StepUpwards for the right of such Confidential Information or object to StepUpwards’ ownership of the Confidential Information. 
      2. You will remain bound by the confidentiality Clause even after the termination of this Agreement.
      3. You will take all necessary steps and comply with all steps taken by StepUpwards for the protection of the Confidential Information. 
      4. You agree to co-operate with StepUpwards and sign any customer/ client specific confidentiality agreements that may be required from time to time.
      5. The Parties represent and warrant that the Disclosing Party for any Confidential Information has the right to use and disclose such Confidential Information. The other Party will not be responsible for the disclosure of the Confidential Information as per the Agreement. 
    8. Opt Out and Unsubscribing - The Training Partner will promptly opt out, unsubscribe and abstain from any further communications from any person including Shared Leads and StepUpwards Leads following receiving the request for such action from StepUpwards. For the Term of this Agreement, the Training Partner must follow a privacy policy that is compliant with all applicable laws and regulations. 
    9. Term and Termination
      1. Term: This Agreement will be valid till the time the Training Partner is in compliance with the applicable policies including the participation requirements under the Agreement. 
      2. Suspension: StepUpwards may terminate any rights of the Client and/or End User including the access to the Platform, if the Client and/or End User or the purchase made through the Training Partner is found to be in breach of StepUpwards’ Policies. StepUpwards may take such steps in case of reasonable suspicion of the Client and/or End User or Training Partner to have committed such breach of the Agreement. 
      3. Termination Without Cause: Either party may terminate this Agreement by giving 30 (thirty) days written notice to the other party.
      4. Termination for Cause: StepUpwards may terminate this Agreement and/or suspend your or the Client’s or End User’s access to the Training Services and Submitted Content: 
        1. With thirty (30) days’ notice upon any material breach by the Training Partner or upon the Training Partner’s failure to comply with the Agreement requirements;
        2. With fifteen (15) days’ notice upon non-payment of any amount due to StepUpwards if such amount remains unpaid at the expiration of such period;
        3. With immediate effect, if the Training Partner becomes subject to bankruptcy, insolvency, liquidation or criminal proceedings;
        4. With immediate effect, if the Training Partner or the Client and/or End User is in breach of the Terms of Services, Confidential Information condition, IPR conditions; or 
        5. With immediate effect if the actions of the Training Partner or Client and/or End User has disparaged the reputation of StepUpwards or has had a negative reflect on StepUpwards, or the prospects and clients thereof.
      5. Effects of Expiration/Termination:  Upon termination of the Agreement the Training Partner will take the following steps
        1. Discontinue the use of any information of the StepUpwards Leads and Shared Leads provided by StepUpwards. 
        2. Return any Confidential Information, IPR, demo account and other rights, information and benefits provided to the Training Partner by StepUpwards. 
        3. Removal of all such information, IPRs and other references from their website and all other places. 
    10. Indemnification - You will indemnify, defend and hold StepUpwards harmless, at your expense, against any third-party claim, suit, action, or proceeding brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by any party to the extent that such Action is based upon or arises out of 1. your participation in the Agreement, 2. our use of data, and information provided by you, 3. your non-compliance or breach of this Agreement, or 4. your use of the StepUpwards Demo Account. You will not accept any settlement or make any representations on behalf of StepUpwards without the prior written approval of StepUpwards. 
    11. Disclaimers; Limitations of Liability - The Liability of StepUpwards to any third party or the Training Partner, subject to be proven by the claimant for such liability, is limited to the Revenue Share payable to the Training Partner. 
    12. Non-Solicitation - You agree not to intentionally solicit for employment with/ for any of our officers, directors, employees, vendors, Instructors or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement.  
    13. Miscellaneous
      1. The Parties represent and warrant to the other Party that they are legally competent and have the full power and authority to enter into this Agreement. The Parties do not have any restriction from competent authority to enter into the Agreement. 
      2. The Training Partner cannot assign any of the rights granted under the Agreement to any other natural or legal entity.
      3. StepUpwards may with immediate effect update the Agreement and related policies from time to time, without giving the Training Partner any prior notice. Such updates will be notified to the Training Partner through email or by notification on the Platform. By continuing utilization of StepUpwards’ Marketplace or soliciting sale of products and/ or services on behalf of StepUpwards, post updates of policies and/ or Agreement, certifies the acceptance of the changes by the Training Partner. 
      4. Each Party is responsible for their own actions and the Parties do not have any fiduciary or master servant relationship. Training Partner will ensure that they will be compliant with all applicable laws. The Training Partner will indemnify StepUpwards for any loss incurred by StepUpwards due to the Training Partner. 
      5. This Agreement does not create an exclusive agreement between the Training Partner and StepUpwards. Both Parties have the right to recommend similar products and services of third parties and to work with other parties in connection with the sale and use of similar services and products of third parties. Any existing and newly entered agreement for such services will not terminate the instant Agreement or any right thereof. The conditions for all such agreements are mutually exclusive. 
      6. Each of the restrictions contained in the Agreement and policies thereof are considered reasonable by StepUpwards and are intended to be separate and severable. In the event that any of the said restrictions shall be held void, but would be valid if part of the wording thereof were deleted, altered or amended, such restriction shall apply with such deletion, alterations or amendments as may be necessary to make it valid and effective.
      7. StepUpwards may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or rights granted to it in The Agreement by You, without in any way prejudicing or affecting its rights in respect of any part of the liability or right not so released, compounded, compromised, waived or postponed.
      8. No single or partial exercise, or failure or delay in exercising any right, power or remedy by StepUpwards shall constitute a waiver by it of, or impair or preclude any further exercise of, that or any right, power or remedy arising under The Agreement or otherwise.
      9. Force Majeure: Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
      10. StepUpwards is an institution that fosters zero tolerance to fraud and corruption. The Training Partner hereby agrees to abstain from fraud and/ or corruption, and to report any suspected fraud, corruption, or any activity that jeopardizes the integrity of StepUpwards, and its staff, to StepUpwards.
      11. Any notice to be given under the Agreement shall be given in writing and will be sent to StepUpwards at the registered office of StepUpwards and to the permanent address of the Training Partner and any notice given by post shall be deemed to have been served at the expiration of 48 hours after the same was posted. Notice may also be sent by email, to and to the registered email address of the Training Partner, in which case it shall be deemed to have been served 12 hours after the same was transmitted. 
      12. Conflict of Interest: The Training Partner has represented that there is no conflict of interest and will duly inform StepUpwards in case of any such conflict. The Training Partner will hold StepUpwards’ interest paramount, without any consideration for future work, and strictly avoid conflict with other assignments or their own interest. 
      13. This Agreement shall be governed by and construed in accordance with Indian law. Each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the courts of Bangalore, India.