Promotion Name: Mimosa C5c Buy 3 Get 1 Free Promotion
Start Date: October 1, 2017
End Date: December 31, 2017
1. Purpose. The Mimosa C5c Buy 3 Get 1 Free Promotion (the “Promotion”) allows resellers and end user customers to purchase from participating Mimosa distributors (each a “Partner”) three Mimosa C5c backhaul radios (the “Eligible Product”) and receive a fourth C5c backhaul radio for free.
2. Partner Eligibility. All Mimosa-authorized distributors are eligible to participate in the Promotion.
3. Promotional Discount. To receive the Promotion Discount, Partner shall provide Mimosa with a (a) preliminary point-of-sale report by no later than January 10, 2017, and (b) final point-of-sale report by no later than January 31, 2017, each showing purchase date, customer name, purchase price, and serial numbers of Eligible Product sold during the Term. Upon furnishing the required POS data to Mimosa, Partner shall be issued a credit memo in the following amounts:
(together, the “Promotion Discount”). Mimosa will validate the final point-of-sale report and provide the Partner with a credit memo within ten (10) business days of receipt of the final point-of-sale report. The issued credit memos must be applied towards the purchase and shipment of any products purchased from Mimosa during the first quarter of 2018. The credit memo will expire on March 31, 2018 if not applied against new Mimosa products shipped by the expiration date.
4. Eligible Products. The sale of Mimosa products, including the Eligible Product, is subject to product certification and export compliance in the Territory (as defined in Section 6 below). The existence of this Promotion does not guarantee availability of the hardware associated with the Eligible Product in the Territory.
5. Term. This Promotion will run from October 1, 2017 until December 31, 2017 (the “Term”). Mimosa reserves the right to extend or to cancel the Promotion as needed.
6. Territory. This Promotion is available worldwide (collectively, the “Territory”).
7. Additional Discounts. The Promotion Discount may not be stacked with other promotions, discounts, or credits offered by Mimosa.
8. End Customers. Participating Partners will inform their respective resellers and end customers of these terms and conditions governing the Promotion prior to the time of sale of the Eligible Product and direct such customers to the following site for additional information: [mimosa.co/c5c-promo].
9. Audit. Mimosa may require an audit of Partner’s sales under this Promotion to ensure compliance with the intent of the Promotion. Mimosa reserves the right to refuse to apply this Promotion to any non-compliant purchases. Mimosa may remove Partner from participation in this Promotion if Partner refuses an audit under this clause.
10. Changes. Mimosa reserves the right to terminate, suspend, modify, revoke or cancel this Promotion at its discretion without notice to Partner.
11. Remedies. In addition to any of its other remedies, Mimosa reserves the right to terminate a Partner from participation in this Promotion for the following reasons: (a) submission of false, misleading, or incomplete information; and/or (b) other fraud or abuse of this or other Mimosa marketing or sales promotions.
a) This document (the “Terms and Conditions”) sets forth the terms and conditions for Partner’s participation in the Promotion. Mimosa will act reasonably in communicating with participants through email and the website in the event of any Promotion changes. Except as otherwise set forth herein, defined terms shall have the meaning afforded in Partner’s distribution agreement with Mimosa (the “Distribution Agreement”), which remains in full force and effect.
b) Mimosa reserves the right to disqualify a Partner from future participation in the Promotion if the Partner violates any of the provisions of these Terms and Conditions.
c) If any Eligible Products which are supplied to Partner under the Promotion are found to have been sold by Partner in violation of these Terms and Conditions, then Mimosa may, in addition to all of its other rights and remedies, undertake one or more of the following actions: invoice Partner for the list price of the applicable Eligible Products; audit Partner’s purchases and invoice Partner for all reasonable costs incurred by Mimosa in the performance of the audit; suspend Partner’s access to price deviations and other Mimosa sales and marketing programs; suspend shipments to Partner; and terminate Partner’s Distribution Agreement with Mimosa.
d) Partner certifies that it will comply with all laws, licenses, permits, and regulations, including, without limitation, any anti-bribery, export control, conflict of interest, or procurement laws or regulations of any government or other competent authority where the Eligible Products are used (collectively “Applicable Laws”). PARTNER WILL INDEMNIFY AND HOLD MIMOSA AND ITS AFFILIATES HARMLESS FOR ANY VIOLATION BY PARTNER OF ANY APPLICABLE LAWS.
e) Partner agrees to bear responsibility for the payment of any and all taxes (including any increased individual income or other tax or national insurance liabilities), duty, customs, national insurance and/or licenses and/or other fees or costs that may apply to Partner in connection with the receipt of Eligible Products under the Promotion. Partner acknowledges and agrees that Mimosa may be obliged under applicable local laws to report to Partner’s local tax authorities or customs authorities (or analogous authority) information relating to Partner’s participation in the Promotion. Liability to such taxation or social charges is the sole responsibility of Partner, and Mimosa gives no warranty and accepts no responsibility as to the taxation treatment of the Promotion.
f) Confidentiality. Any information shared between Mimosa and its Partner(s) related to the Promotion is Confidential Information as defined under the Distribution Agreement.
13. Acknowledgement. By participating in the Promotion, Partner acknowledges that it has read and understood the Promotion’s Terms and Conditions above and that Partner agrees to such Terms and Conditions. Participation in the Promotion does not modify or waive Partner’s obligations under any other Mimosa or Mimosa agreements or arrangements, which shall in all instances, remain in full force and effect.