Terms and Conditions SolidFire North America Commercial Flash SPIF
The following terms and conditions, together with all documents referred to herein, (the "Terms and Conditions") shall apply to the SolidFire North America Commercial Flash SPIF (SolidFire Flash SPIF).
By clicking I agree to the SolidFire North America Commercial Flash SPIF Terms and Conditions (‘Terms and Conditions’) electronically, You acknowledge and agree that (i) all electronic messages and documents filed or exchanged arising out of or in connection with the SolidFire Flash SPIF through the SolidFire Flash SPIF website and/or SolidFire IT system shall be considered as writings in an electronic form that are admissible as evidence; (ii) You shall be deemed to be a Participant; (iii) You have the permission of Your employer to participate in the SolidFire Flash SPIF and (iv) You agree to be bound by these Terms and Conditions, as well as the SolidFire Flash SPIF program guide and the FAQ’s of the SolidFire Flash SPIF.
For the purpose of these Terms and Conditions, SolidFire Flash SPIF program details and FAQ’s are the following definitions:
“Cluster” means a group of four (4) SolidFire storage system appliances.
"Eligible Participants" means either sales representatives (“SR”) or sales engineers (“SE”) (i) who are employees of any SolidFire Partner who have met the Program criteria to participate in the Program and (ii) are permitted to participate in this Program by the said SolidFire Partner;
“Incentive” means the cash reward that Participants can earn.
“SolidFire” means SolidFire Inc.
“SolidFire Partner” means an entity that participates in the SolidFire Cloud Builder Partner Program, has a National, Platinum, Gold, or Silver level status and meets the credit and partner compliance criteria.
"Participants" means Eligible Participants who have successfully completed the Program registration process and agreed to be bound by these Terms and Conditions.
"Parties" shall refer to You and SolidFire, and the term "Party" shall refer to either You or SolidFire, as the context requires.
"Program" means the SolidFire North America Commercial Flash SPIF which is governed by these Terms and Conditions and the corresponding Program guide and FAQ’s which will be made available upon Your participation in this Program.
"Program Administrator" means the third party service provider engaged by SolidFire to administer the Program, the scope of which shall include without limitation, handling registrations, validating Incentives earned, and processing payments of the incentives.
"Program Period" means the period from February 3, 2016 through April 29, 2016.
"Program Website" means the SolidFire Flash SPIF portal at SolidFire.xtrm.com
"You" or "Your" shall mean you, being the Participant.
These Terms and Conditions, as well as Program guide and FAQ’s apply to all SolidFire Partners and Participants who participate in the SolidFire Flash SPIF.
The SolidFire North America Commercial Flash SPIF is only applicable to SolidFire Partners and Participants located in the USA and Canada.
SolidFire reserves the right to cancel or modify this Program as determined by SolidFire in its sole discretion. Any modification of these Terms and Conditions shall be communicated to the Participants by regular mail or e-mail.
In order for You to qualify for the Incentive, SolidFire requires the following:
You must have a registered and approved opportunity in SolidFire’s opportunity registration program, as detailed in the Cloud Builder Partner Program Guide.
Only deals whereby one of the following SolidFire storage systems is sold will qualify for the Incentive: SF9605, SF4805, or SF2405.
Only deals with commercial US customers will qualify for the Incentive. US Public Sector deals do not qualify.
Only the first 6 Clusters sold to one customer – irrespective the type of storage system or whether multiple storage systems are purchased piecemeal – will qualify for receiving an incentive.
You agree to be contacted by SolidFire via phone, e-mail, or standard mail at any time during this Promotion. This will happen on an exception basis.
SolidFire reserves the right, at its sole discretion to suspend, reject, change, or adjust (upwards or downwards) the Incentive issued to You if (i) You are acting in bad faith, or in breach of any of these Terms and Conditions and/or Program guide; or (ii) You are no longer an Eligible Participant;
Such decision by SolidFire shall be final and binding and Participant shall not have any recourse against SolidFire arising out of or in connection with any such decision.
Incentives earned are personal to You and non-transferrable. You are not allowed, whether in part or in whole, to (i) arrange for delivery or transfer or sell any such Incentive to any third party, or (ii) request for another Incentive.
Termination and Withdrawal
You may withdraw from the Program at any time by making a request through SFchannels@SolidFire.com
Upon Your withdrawal from the Program, or if You cease to be an Eligible Participant, or termination of the participation in the Program by SolidFire, the account and access rights to the Program Website will be terminated immediately, and the incentive accrued will be forfeited without notice and without any liability to You.
Compliance with the law
You are responsible for compliance with any and all laws, rules, regulations, employment, contractual limitations, and your employer’s policies regarding you eligibility to participate and/or receive reward(s) in this Program. If Your participation is in violation of Your employer’s policies, You may be disqualified from this Promotion and/or from receiving rewards. SolidFire disclaims any and all liability or responsibility for disputes in law, or arising between You and Your employer related to this matter.
SolidFire reserves the right to disqualify You and cancel (without any liability to You and/or SolidFire Partner) all associated rewards if SolidFire determines at its sole discretion that the Your participation in the Program, or receipt of a reward, is in violation of the Terms and Conditions and/or Program guide, or if SolidFire Partner or You is ruled to be ineligible.
Likewise, if SolidFire suspects fraud or other unlawful conduct in implementing the Program SolidFire reserves the right to disqualify and cancel (without any liability to You and/or SolidFire Partner) all associated rewards to You.
Personal Data and Privacy
You acknowledge that SolidFire engages a Program Administrator to operate this Program and Program Administrator may access data that You communicate to SolidFire. SolidFire acknowledges and agrees that the data, including nominative data, which You communicate to SolidFire in connection with this Program, may not be freely used by SolidFire or transferred to third parties unless required to comply with relevant laws, to fulfill its obligations under the Program, or if prior written consent is obtained from the You through a Data Privacy Model Contract/Transfer Agreement. In such cases, SolidFire agrees that any data SolidFire transmits outside the country of origination, including to countries that do not guarantee the protection of nominative data in a manner identical to that applicable in your home country, will be protected in accordance with applicable data protection requirements. You represent that you have obtained or that you shall obtain all consents or authorizations necessary by virtue of applicable law to communicate the data to SolidFire.
You acknowledge that:
SolidFire's policy is to conduct its business activities in compliance with applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act globally and other applicable anti-bribery and anti-corruption laws in countries where SolidFire conducts business such as the United Kingdom's UK Bribery Act.
SolidFire employees or third parties shall not make, give, pay, offer, promise, authorize, or accept directly or indirectly, including through a third party, a bribe, a kickback, or anything of value in exchange for obtaining (or retaining) business or an improper advantage. SolidFire is committed to winning business based on the merits of its products and not on unethical or illegal business practices. While most of this policy focuses on avoiding improper payments to Non-U.S. Government Officials, this policy also restricts improper payments in the course of commercial, nonpublic-sector-related business.
SolidFire and its employees can be held criminally liable for payments to third parties, and other representatives and consultants (including channel partners, suppliers, and vendors), if such payments are made with awareness of a high probability or belief that all or part of the payments will be used by the third party or other representatives and consultants, in whole or in part, to make an improper payment to a Non-U.S. Government Official, a U.S. Government Official, or a private person.
While public sector bribery (that is, involving government officials or employees of state-owned enterprises) is a significant area of compliance concern, bribery of private customers is forbidden in many countries and jurisdictions and is also inconsistent with SolidFire's policies and values.
With respect to the public sector, nothing of value (including but not limited to gifts, entertainment, travel) should be offered or provided to Non-U.S. Government Officials (including those employed at any level by state-owned enterprises and corporations), without prior approval from SolidFire's Legal Department; please use the following e-mail to submit your request: Legal@SolidFire.com
You therefore agree to comply with all applicable state and country laws relating to anti-corruption or anti-bribery, including but not limited to the requirements of the U.S. Foreign Corrupt Practices Act, as amended, the U.K. Bribery Act and legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. You also agree that no gift or entertainment (including without limitations, the Benefits or anything that can be derived from the Benefits) should be offered or provided to third parties such as actual or prospective customers or others, related to any transaction involving SolidFire, in order to encourage a person to perform his or her functions improperly or to reward the person for having done so.
For purpose of this Section, the term “Non-U.S. Government Officials” includes:
Any officer or employee of any national, regional, local, or other governmental entity, including elected officials, political appointees, and civil servants;
• Any private person acting in an official capacity for or on behalf of any governmental entity (such as a consultant retained by a government agency);
• Officers and employees of companies in which the state has a majority ownership interest or over which the state exercises control;
• Candidates for political office at any level;
• Political parties and their officials;
• Officers, employees, or official representatives of public international organizations, such as the World Bank, United Nations, International Monetary Fund, and so on; and
• In many countries, entities that would typically be privately owned in the U.S. may be owned or controlled by the local government. Where an entity is majority owned or controlled by the local government, you should assume that its employees will be considered to be Non-U.S. Government Officials. Accordingly, all the restrictions that apply to offering or providing anything of value to a Non-U.S. Government Official will also apply to an employee of a Non-U.S. state-owned or controlled company.
Representations and warranties
You represent and warrant that:
the information provided for purpose of participating in this Program is current, complete and accurate;
You have a valid employment contract with a SolidFire Partner at all material times during the period you participate in this Program and that your employer has consented to your participation in this Program;
the claim for Incentives under this Program shall only include transactions that are concluded with (i) commercial entities, (ii) non-public-sector entities, or (iii) non-government related, controlled, funded or invested entities, and which shall, for the avoidance, EXCLUDE transactions that are concluded with government or quasi government bodies, healthcare organizations, education institutions, broadcasting bodies, telecommunications operators or service providers, utility entities, state-owned banks and state-owned entities;
You shall be solely responsible for tax reporting obligations arising out of and/or in connection with your participation in this Program, which shall include, without limitation, the reporting of all rewards you received with the relevant tax regulators or authorities and your employer; and you will indemnify SolidFire for any taxes whether direct or indirect or otherwise that SolidFire becomes liable for as a result of You being provided Incentives pursuant to this Program.
Your participation in this Program is not prohibited by any applicable law or any company policy stipulated by Your employer or Your company, as the case may be.
Copyright © 2016 SolidFire, Inc. All rights reserved. SolidFire, and the SolidFire logo, are registered trademarks of SolidFire, Inc. and/or its affiliates in the U.S. and certain other countries. All other trademarks mentioned in this document or Web site are the property of their respective owners. The use of the word ‘partner’ or ‘channel partner’ does not imply a partnership relationship between SolidFire and any other company.
You agree and undertake to indemnify and hold harmless SolidFire, including its affiliates, directors, officers, partners, employees, consultants, agents etc., against any loss, damage, claims, costs and expenses including but not limited to legal fees and other charges which may be incurred or suffered by SolidFire due to (a) Your breach of any of these Terms and Conditions, any terms and conditions contained in the program guide for the Program and/or terms and conditions that are specific to the Program; and/or (b) Your infringement or violation of third party rights arising out of and/or in connection with your participation in the Program.
9. Limitation of Liability
To the fullest extent permissible by applicable laws and in the absence of SolidFire's gross negligence or deliberate misconduct, SolidFire hereby expressly excludes any liability for any direct, indirect, incidental, consequential or special damages of any kind or for loss or corruption of data, or loss of revenue or financial loss, whether or not foreseeable, arising out of and/or in connection with
these Terms and Conditions; or
any claim relating to any part or parts of the Program, Program Website (together with the content therein) and/or Incentives provided or made available by or through SolidFire and/or the Program Administrator (or any failure or delay to so supply, provide or make available); or
any postal delays, technical problems or technical malfunctions arising in connection with the administration and/or operation of the Program including, but not limited to: hardware or software errors, faulty connectivity of any kind (electronic, wireless, or other), errors or limitations of any third party services providers (ISPs, web or server hosts, etc.), failure of electronic transmissions, any kind of inaccessibility to the Program Website or to any account used in connection with the Program, unauthorized intervention of the operation of the Program or Program Website or, transmission or loss of data; or
any disruption or suspension of the Program and/or Program Website or any part thereof;
The Laws of the State of California will apply to these terms and conditions.
If any provision of these terms is found to be illegal, invalid or unenforceable under any applicable law, such provision shall, insofar as it is severable from the remaining terms, be deemed omitted from these terms and shall in no way affect the legality, validity or enforceability of the remaining terms.