Business

Associate Offer

Memorandum of Agreement
 PLATINUM PARTNER

This MOU is effective from ________________

BETWEEN:

CloneMe
Reg. Off.:
3DFICATION PRINTING SERVICES LLP
(here by referred as 3dfication)
#162, Hansa Pratik, 3rd Floor ,
6th Cross, Gandhinagar, Bangalore 560 009
Karnataka, INDIA

AND:

WHERE AS :

___________________________, holds the right of Marketing for 3d Printing

services being Manufactured / Printed by M/s.3dfication Printing services LLP.
3dfication products are being Marketed under the trademark CLONE ME and
3Dselfie shall use this trademark under strict supervision of 3dfication Printing
services LLP.

Primary contact at ____________________, business shall be

_______________________ and secondary contact would be
______________________________
NOW, THERFORE, IT IS AGREED AS FOLLOWS:

1. Status of B2B associate / Channel partner

1.1 3dfication hereby appoints _____________________________ as B2B

associates for the products printed under the brand name Clone me Listed under
Schedule A of this MOU.

1.2 The geographic area assigned to b2b associate will be specific to geographic
location
________________________________________________________________,
India. Area could be extended or curtailed depending on the performance of the
business associate.

1.3 It is agreed that the associate shall act for and on behalf of itself as an
independent contracting party. It shall not be empowered to authorize to bind
3dfication in any manner whatsoever. None of the provisions of this MOU may be
constructed as a creating an employee-employer relationship between the b2b and
3dification

2. OBLIGATIONS OF 3DFICATION

2.1 3DFICATION shall provide all technical support to the channel partner and train
its 2 staff of complete scanning process. Any additional staff training will be charged
at 2500/- per person.

2.2 All design and conversion process after the scan is completely handled by
3dification. However, any 2d to 3d conversions will be charged to b2b associates at
an agreed price of 1500/- and the b2b associates can pass this to the customer.

2.3 All product pricing and Material additions to the catalogue lists shall be indicated
to the partner from time to time.

3. DUTIES, OBLIGATIONS AND STATEMENTS OF THE B2B ASSOCIATE

3.1 Throughout the term of the MOU the associate shall appoint b2b partners within
his territory, and any partners across different territory will be taken up on case to
case basis with the business associate. However, the business associate shall not be
allowed to appoint any Platinum partners, where as he is free to appoint silver
partner across his region or territory.

3.2 CloneMe trademark logo of 3dficiation Printing service LLP shall be used in any
of the marketing material used for 3d printing services business. The terms and the
use of the trademark can be discussed from time to time.
3.3 Any payouts to associates will be made on Saturdays only.
( fill out the bank and company details)

3.4 All payments for orders have to be made at 100% advance into 3dficiation
Printing services LLP and the account details are as follows.

Bank Details:
Name: 3Dfication Printing Services LLP
No: 05200200000608
Bank: Bank of Baroda
IFSC: BARB(ZERO)MALLES
BARB0MALLES

3.5 In the event that the b2b partner wishes to sell / market other 3d printing services
which we shall term as competitor, the associate must notify 3dfication.

3.6 The B2B associates will use its best efforts to promote, advertise and sell
3dfication products it shall, in particular train and maintain sufficient and qualified
staff to achieve the targets prescribed by the parent company.

3.7 In case of any leads passed to the channel partner, the lead has to be attended
the cost of such travelling, accommodation, food, etc., will be borne by the associate.

3.8 Display the marketed products in appropriate and attractive environment.

3.9 Maintain both interior and exterior of the outlets in manner which 3dfication
requires.

3.10 The b2b associates shall handle its clients arguments and conflicts, 3dfication
shall not entertain any such claims for the customers of b2b partners.

3.11 Refrain from participating in any unlawful, unfair, deceitful or immoral practice.

3.12 In the event of merger or reorganization of the channel partner or any change in
the control of the associate or any transfer of substantial part of the business thereof,
the associate shall notify 3dfication in writing thereof no later than 60 days prior to
the occurrence of such event.

3.13 The associate could be provided with Scan options for Clone Mes customers,
where he could charge his customer upto Rs 1000/- based on distance.
4. PURCHASE OF THE MARKETED PRODUCTS

4.1 As per the Introduction of a new policy in uploading/downloading/Transferring of

the scanned files anywhere across the Net or directly to the systems is now charged
by Scan app developer of 550/- per scan. Upload. Keeping in view of this, We need
to make sure that the Scan upload charges have to be levied on the customer. So
kindly make sure that the products prices are raised by 550/- per scan.

4.2 For the terms of the MOU the Associate may order and purchase the marketed
products on the following terms and conditions.

4.3 Standard orders (figurine)

! All scans to be conducted by the associate and files have to be sent to view the
platform only
! On receipt of the obj format 3dfication team will choose to accept or not accept it
based on the quality of the scan. In case of rejection from the 3dfication team, rescan
shall be the sole responsibility of the associates.
! On acceptance of the obj files, 3dfication team shall take all the necessary inputs
such as its size, its model etc.
! Partner shall have access to 8000 Disney characters.
! Partner shall have access to over 2000 products of Cloneme.
! Scan Cleanup charges may be applicable
! On receipt of the complete information, 3dfication shall provide a pricing ( incl. of
post processing, printing ) 14.5% VAT and shipments at a standardized price of
300/-. In case if the associate wish to hand deliver of the product this can be waived
off.
! All order delivery shall be committed at 2 weeks from the date of receipt of obj
files. In rare case scenario, the delivery date shall be confirmed on a case to case
basis.
! All post processing & printing shall be scheduled to start only after receipt of
100% payment in the form of CASH/RTGS/NEFT/DD (cheques will not be accepted,
in case of cheques, process shall be started on the clearance of the same.)

4.4 Multiple copies or repeat orders

! All policies remain the same as standard orders.

! All post processing data shall be stored for a period of 3 months anything beyond
it the scan has to be sent back to us by the associates.
5. Prices billed to Associate

5.1 Prices shall be communicated to you depending on the model and size on receipt
of the order form which will be on the email.
5.2 All prices quoted will be inclusive of tax.
5.3 A margin of 18% shall be provided to the associate on ( post processing and
Printing .)
5.4 All orders logged for Silver partner shall carry a payout of 8%
5.5 All invoices shall be raised on
_____________________________________________

5.6 Associates should not over sell on the MRP prices sent to you.
5.7 All major cities will have a limited Platinum partners (major cities will have 2 /3
max) depending on the size of the city, Partners capability to handle the region and
purely at the discretion of Cloneme.
5.8 No order cancellations or refunds will be entertained in any of the above orders.

6. Owning of following items

6.1 3dfication shall provide gadgets like scanners bracket and iPad
air2 (depends on package)
6.2 A good resolution camera needs to be bought by the partner

7. Marketing Material

7.1 A specific set of Marketing material can be shared with the associates in the
terms of flyers, brochures and banners (digital format)
7.2 All banners / brochures and flyers designed by
_____________________________, shall carry the trademark of Clone me
7.3 No model of the figurine or prototypes shall be provided by 3dfication to the
associates for demo or display purposes.
7.4 Prototypes or figurine models have to be acquired by the associate by
purchasing it from 3dfication.
8. Disputes

8.1 Any disputes raised shall be in the Bangalore jurisdiction only.

8.2 B2b associates shall not use any form of logo / stickering on the prototypes and
models which may not be recognized as a clone me product.

For CloneMe Platinum Partner
 Business Associate : Platinum

Investment proposed: 1,35,000/- (with iPad) and 1,00,000/-

(without iPad)
Region of interest: (your city)
Equipment like 3D Scanner, iPad bracket and iPad Air 2 (64
GB) will be provided. A good quality camera needs to be
procured at your end (10MPX and above)
Platinum Business Associate shall also get scan orders from
our end from his territory / region
Gets models worth 30,000/- for Display at his showroom
The associate shall be eligible for 18% commission on MRP
Marketing material support to Highlight CloneMe products
Support in all events to the partner
Business lead support for the partner from BAs territory
Be a part of our online business portals and all further
partners will be associated under the platinum partner
Can appoint silver partner under them and avail 8%
commission on the order closed by them

Silver partners: Need to invest Rs 10,000/- to get 1 or 2

products made which they can keep at their office/ store for
display and when ever they pass a referral to you, they get
10% of the order value as commission. Silver partner can
ideally be photographers, event organisers, wedding planners
etc. Since they already have the right clientele they will give
us more milage.