NAKIVO Sales Incentive Program Terms and Conditions

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PLEASE READ THE FOLLOWING TERMS AND CONDITIONS BEFORE PARTICIPATING IN THIS PROGRAM (hereinafter – the “PROGRAM”). This Program is available to sales representatives who reside in and are employed by an approved NAKIVO distributor located in the region set forth in these Terms & Conditions (hereinafter – “Distributor”) and is designed to reward the sales representative. PARTICIPATION IN THE PROGRAM IN ANY MANNER IMPLIES THAT YOU ACCEPT THESE TERMS AND CONDITIONS (hereinafter - the "Terms and Conditions"). IF YOU DO NOT AGREE TO THE TERMS & CONDITIONS, DO NOT PARTICIPATE IN THE PROGRAM.

It is your responsibility to read and understand the information provided herein before participating in the Program. These Terms and Conditions may be updated at any time. Further, it is your responsibility to check these Terms and Conditions regularly to determine whether the provisions have been modified. If you do not agree to any such modification, you must immediately cease participation in this Program by sending an email to sales@nakivo.com. By continuing to participate in the Program after such modifications, you are hereby deemed to have agreed to such modifications.

1. PROGRAM DESCRIPTION

1.1. Program Period

The Program is available from October 1, 2025 (“Start date”) to December 31, 2025 (“End Date”), or until terminated in accordance with these Terms and Conditions.

1.2. Eligible Participants

Sales representatives of NAKIVO’s Distributor companies are eligible to enroll into this Program.
Participation in this Program is available only by invitation from NAKIVO. Invitation emails to join the Program will be sent to Eligible Participants.
There is no fee to join the Program. Registration is granted at the sole discretion of NAKIVO whose decision shall be final and binding.
Each Participant who has received an invitation email must register for the Program via the Signup Form. The Signup Form shall be filled in by a sales representative wishing to take part in the Program.
Each Participant is responsible for ensuring their eligibility to participate in and/or receive Rewards in the Program, in compliance with all applicable rules, regulations, and policies.
Each Participant must ensure that participation in the Program is lawful and is in accordance with the applicable laws in the country where they are employed and with these Terms and Conditions.
The Participant acknowledges that NAKIVO may, at its sole discretion, restrict, suspend, withdraw or otherwise alter aspects of or the whole of the Program, at any time, with or without notice to the Participant.
The Participant must notify NAKIVO by email to sales@nakivo.com immediately of any change to the contact information of the Participant. If the Participant fails to do so, then NAKIVO will not be held responsible for any loss that results from the above.
By participating in the Program, Participants warrant that they are eligible to participate under their country's relevant laws, and their organization’s policies, including those governing prizes and rewards.
NAKIVO reserves the right to disqualify any Participant and remove any Reward if NAKIVO determines that Participant's participation in the Program, receipt of a reward, or the Program itself violates any relevant laws and/or the Terms and Conditions, or if the Participant is ruled to be ineligible.
The Program is available worldwide.

1.3. Reward

The Participant will be able to earn a Reward for activating new resellers subject to Reward Criteria detailed below.
A Reward is granted to the Participant after the end of the quarter.
The size of the Reward for the relevant quarter shall sum up the Rewards for each eligible deal closed by the Participant within that quarter.
Reward for an eligible deal from new partner activations shall be calculated based on the deal size as follows:
a. $300 - $599 net revenue to Nakivo: reward $25 (or equivalent value EUR 20 or GBP 15);
b. $600 - $1,199 net revenue to Nakivo: reward $50 (or equivalent value EUR 40 or GBP 35);
c. $1,200 -$ 9,999 net revenue to Nakivo: reward $100 (or equivalent value EUR 80 or GBP 70);
d. $10,000+ net revenue to Nakivo: reward $500 (or equivalent value EUR 400 or GBP 350).
A Distributor shall be eligible for a one-time bonus of $100 (or equivalent value EUR 80 or GBP 70) when a newly activated reseller generates a minimum of $1,000 USD in total deal value (net revenue to NAKIVO) within three (3) months of their activation date. The qualifying $1,000 may be reached through multiple deals; the bonus will only be triggered once the cumulative deal value (net revenue to NAKIVO) meets or exceeds $1,000 within the 3-month period.If the reseller fails to meet the $1,000 threshold within 3 months of activation, no bonus will be granted.

This bonus is cumulative with other rewards offered under this Program and is subject to verification and compliance with all Program requirements. NAKIVO reserves the right to audit all claims and adjust or modify this incentive structure at its discretion.
Reward will be released to the Participant in the form of an Amazon eGift Card of equivalent value or in other forms (depending on the Eligible Country) as shown in section 1.5 below.

1.4. Reward Criteria and Eligible Deals

Register for the Program via the Sign Up Form using your corporate email account. Public email domains such as Yahoo, Gmail, Hotmail, etc. are not qualified for the Program.
Activate new resellers within the Program Period.
Only transactions paid in full to NAKIVO within the Program Period qualify for the Program.
The revenue brought by one Participant within a quarter must be at least USD 300 net revenue per deal received by NAKIVO for the deals with new NAKIVO resellers.
Selling NAKIVO products to new NAKIVO resellers qualifies for the Program.
Selling NAKIVO products to existing NAKIVO resellers, including additional licensed units (extension), support and maintenance renewals, or edition upgraders, DOES NOT qualify for the Program.
NAKIVO reserves the right to change the basis on which Reward is awarded at any time, without notice, at NAKIVO's sole discretion, and without any liability or compensation to the Participant.

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1.5. Reward Claim and Delivery

The Participant must submit a complete Reward Claim Form adding all eligible invoice numbers and new reseller name that completes their first qualifying sale within 15 days after the end of a quarter. Incomplete or late submissions will be rejected. The Participant shall provide Nakivo invoice reference number for the deal eligible for Reward in the Reward Claim Form.
The Participant must select an Amazon country for receiving the Amazon eGift Card.The current list of eligible countries is here https://www.amazon.com/gp/help/customer/display.html?nodeId=GCBBSZMUXA6U2P8R.
If Amazon doesn’t have the delivery to the Participant’s country, the reward can be paid to a bank account, to a PayPal account or Payoneer account of the Eligible Participant upon a request.
NAKIVO reserves the right to request supporting documentation in order to validate a claim.
NAKIVO Program manager will review the Reward Claim and provide approval/rejection within 15 days after the date of Reward Claim submission by the Participant.
Reward is granted only for those approved by NAKIVO Reward Claims.
Reward will be delivered to the Participant’s provided email address in the form of an Amazon eGift Card within 30 days after the Reward Claim is approved by NAKIVO.
All costs, fees, charges, and expenses related to the Reward and the obligation to report such benefits to tax authorities is the sole responsibility of the recipient of the Reward.
NAKIVO may, at its sole determination, withdraw the Reward in the event: (i) Reward is suspected to be fraudulently recorded or earned by the Participant; (ii) Reward is recorded in error; or (iii) Reward relates to a transaction which has been canceled.

1.6. Disclaimer

Amazon.com is not a sponsor of this Program. Except as required by law, Amazon eGift Cards cannot be transferred for value or redeemed for cash. Amazon eGift Cards may be used only for purchases of eligible goods on Amazon.com or certain of its affiliated websites. For complete terms and conditions, see www.amazon.com.

2. CHANGES IN THE PROGRAM

NAKIVO reserves the right to audit, terminate, suspend, amend, modify, revoke or cancel the Program, including (without limitation) the value of the Rewards, the earning or claiming of Rewards or eligibility criteria, in whole or in part, for any reason at any time without prior notice. NAKIVO will act reasonably in communicating with Participants through email in the event of any changes to the Program. Without limiting the foregoing, in addition, if for any reason the Program is not capable of running as planned, including due to fraud, foul-play, infection by computer virus, bugs, tampering, technical failures, human error or any other causes beyond the control of NAKIVO that corrupt or affect the administration, security, fairness, or integrity of the Program, NAKIVO reserves the right in its sole discretion, to cancel, terminate, modify or suspend the Program. In such an event, NAKIVO reserves the right if feasible to judge and award Rewards as provided herein from among the eligible transactions received or closed up to the time of the impairment.
NAKIVO may at any time or times without notice to the Participant cancel Rewards (without liability to the affected Participant) or set off any Participant's liability under or relating to these Terms and Conditions and the Program to NAKIVO against any liability of NAKIVO to the Participant (in either case howsoever arising whether in contract, tort (including negligence), breach of statutory duty or otherwise, and whether any such liability is present or future, liquidated or unliquidated). Any exercise by NAKIVO of its rights under this clause shall be without prejudice to any other rights or remedies available to NAKIVO.
NAKIVO reserves the right to suspend or exclude a Participant from participating or continuing to participate in the Program if in its reasonable opinion:
a. the Participant materially breaches these Terms and Conditions; or
b. the Participant's conduct is inconsistent with the object and intent of the Program and/or the Terms and Conditions.
NAKIVO may in its reasonable discretion cancel all Rewards that have accrued to the Participant if the right to participate in the Program is suspended or excluded.
Rewards are not refundable, replaceable, or transferable for credit, or other rewards under any circumstances. Rewards earned under the Program may not be resold, bartered or exchanged for other goods or services. All Rewards are subject to availability.

3. PARTICIPANTS RESPONSIBILITIES

Participants shall keep full, true, and accurate records and accounts, in accordance with generally-accepted accounting principles, of each transaction of NAKIVO’s products sale.
Any attempt by any Participant to deliberately undermine the legitimate operation of the Program may be a violation of criminal and civil law, and, should such an incident occur, NAKIVO reserves the right to seek damages from any such Participant and/or Participant's personnel to the fullest extent permitted by law.
NAKIVO shall not be liable to any Participant or any other person for failure to supply the Reward or any part thereof, by reason of the Reward becoming unavailable or impracticable to award, or for any force majeure event, technical or equipment failure, terrorist acts, labor dispute, or act/omission of any kind (whether legal or illegal), transportation interruption, civil disturbance, or any other cause similar or dissimilar beyond NAKIVO's control. Neither NAKIVO, nor its employees, officers, directors, agents, contractors, representatives, affiliates, shall assume any responsibility whatsoever for failed, partial or garbled computer transmissions; technical failures of any kind, including, but not limited to electronic malfunctioning of any network, hardware, or software or electronic; the incorrect or inaccurate capture of entry or other information; the failure to capture any such information; or human error, theft, loss, destruction or damage to entries, or other factors beyond its reasonable control.

4. COMPLIANCE WITH LAWS

Participants shall be responsible for compliance with any and all laws, rules, regulations, employment, contractual limitations, and employer's policies regarding any Participant's eligibility to participate and/or receive Reward(s) in this Program. If any Participant is participating in violation of the Participant's policies, that Participant may be disqualified from this Program and/or from receiving the Rewards. NAKIVO disclaims any and all liability or responsibility for disputes in law, or arising between any Participant and said Participant's personnel related to this matter.
NAKIVO reserves the right to disqualify any Participant from participation in the current Program and/or any future reward program campaign or program, and cancel (without any liability to the affected Participant) all associated rewards if NAKIVO determines, at its sole discretion, that the Participant participation in the Program, or receipt of a reward, is in violation of the Program Terms, or if the Participant is ruled to be ineligible or the receipt of a reward or the Program itself violates the governing law of this Agreement and/or the laws of the country in which the Participant normally resides and works.
Likewise, NAKIVO reserves the right (i) to disqualify and cancel (without any liability to the affected Participant) all associated rewards of any Participant NAKIVO suspects of fraud or other unlawful conduct in implementing the Program or (ii) to disqualify and cancel (without liability to the affected participant) all associated rewards of any Participant who NAKIVO believes sells NAKIVO products in violation of NAKIVO's channel partner/distribution/reseller agreement.

The awarding of Rewards are granted exclusively to the Participants and not to Participant representatives or any other individuals irrespective of whether the criteria is met by Participant representatives or any other individual. The Participant acknowledges that these Rewards may be treated as taxable income and may be considered direct compensation for the purposes of taxation, national insurance or social security contributions (or equivalent taxes or social charges applicable under local law). Participants are solely responsible for any federal, state, provincial taxes, social security, national insurance contributions, social charge or other taxes that may be imposed as a result of receiving Rewards under the Program and the Participants will indemnify NAKIVO for any taxes (whether direct or indirect or otherwise) that NAKIVO becomes liable for as a result of the Participant being provided with Rewards pursuant to this Program. All tax and legal obligations on Participant representatives/employees related to the Rewards are the sole responsibility of the Participant. Participants agree to provide NAKIVO with a properly completed and executed United States Treasury Department Form W-9, Form W-8 or Form 1099 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) whenever required by law.
Participants acknowledge and agree that transactions to entities and/or individuals may be subject to withholding tax deductible from payable Rewards.
Participants acknowledge and agree that NAKIVO may be obliged under applicable local laws to report to the Participant's local tax authorities, information relating to the Participant's participation in the Program, including without limitation, the Rewards accumulated. Liability to such taxation or social charges is the sole responsibility of the Participant, and NAKIVO gives no warranty and accepts no responsibility as to the taxation treatment of the Program, including without limitation.

6. IMAGES, LOGOS, TRADEMARKS & INTELLECTUAL PROPERTY

“Intellectual Property” means any computer program, algorithms, know-how, hardware and/or software configurations, inventions, documentation, translations, text and other works of authorship, data, databases, information, designs, utility models, symbols, images, logos, marks, names, procedures, processes, technical improvements and any other intangibles. You will use NAKIVO’s Intellectual Property only as permitted by the Program. You agree that any trademarks, service marks, trade or company names, product and service identifications, internet domains/internet addresses, website designs, logos, artwork and other symbols and devices associated with NAKIVO, and NAKIVO’s products and services (the “NAKIVO’s Marks”), as well as any NAKIVO’s owned images, are and shall remain the property of NAKIVO. You acknowledge that any provided images and artwork of NAKIVO products or services are copyrighted by NAKIVO and you will not alter these images or use them outside of the context in which they were provided to you. All goodwill arising from your use of the NAKIVO’s Marks shall inure solely to the benefit of NAKIVO. At the request of NAKIVO, you will delete and revise any marketing collateral that is incorrect, misleading, or inaccurate.
All other trademarks mentioned in this document or website are the property of their respective owners. The use of the word ‘partner' or ‘channel partner' does not imply a partnership relationship between NAKIVO and Participant and/or any other company.
The design and content of the Program, any related materials, services and software (including but not limited to text, sound, photographs, graphics or other material contained in the Program communications, advertisements or messages, whether by NAKIVO or NAKIVO's advertisers or channel partners) are protected by copyrights, trademarks, service marks, patents and/or other intellectual property rights and laws, and their use is permitted only as expressly authorized by NAKIVO or as required by law.

7. LIMITATION OF LIABILITY

BY ENTERING AND/OR ACCEPTING A REWARD, PARTICIPANTS AGREE THAT NAKIVO, ITS SUBSIDIARIES, AFFILIATES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS, WILL HAVE NO LIABILITY WHATSOEVER FOR, AND WILL BE HELD HARMLESS BY PARTICIPANT FOR ANY LIABILITY FOR ANY INJURY, LOSS OR DAMAGES OF ANY KIND TO PERSONS, AND/OR PROPERTY, DUE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM THE ACCEPTANCE, POSSESSION, USE OR MISUSE OF THE REWARD OR PARTICIPATION IN THE PROGRAM. NOTHING IN THESE TERMS AND CONDITIONS SHALL AFFECT A PARTY'S LIABILITY FOR FRAUD, BODILY INJURY OR DEATH.

8. PROGRAM ADMINISTRATION

You will maintain legible, accurate and complete books and records regarding your participation in the Program. Upon NAKIVO’s request, you will cooperate with and assist NAKIVO with any audit, review, or investigation relating to NAKIVO. NAKIVO may deny any claim for a Program that it believes, in its sole discretion, does not conform to the Terms. All decisions made by NAKIVO are final. All data and information required to be submitted to NAKIVO in connection with the Program must be in the form required by NAKIVO.

9. PRIVACY POLICY

Information collected by NAKIVO will be treated in accordance with the NAKIVO’s Privacy Policy available at https://www.nakivo.com/support/privacy-policy/. You represent that you have permission from all applicable individuals to use and disclose any information or data that alone or together with any other information relates to an identified or identifiable natural person, or data considered to be personal data as defined under applicable laws, including but not limited to your employees’ names and contact information.

9. PRIVACY POLICY

Information collected by NAKIVO will be treated in accordance with the NAKIVO’s Privacy Policy available at https://www.nakivo.com/support/privacy-policy/. You represent that you have permission from all applicable individuals to use and disclose any information or data that alone or together with any other information relates to an identified or identifiable natural person, or data considered to be personal data as defined under applicable laws, including but not limited to your employees’ names and contact information.

10. WARRANTY DISCLAIMER

NAKIVO MAKES NO WARRANTIES AND SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, TOOLS, AND OTHER MATERIALS RELATED TO OR PROVIDED UNDER THE PROGRAM), EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND ANY WARRANTY, RIGHT OR REMEDY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. ALL NAKIVO INFORMATION IS PROVIDED “AS IS”.

11. INDEMNIFICATION

To the fullest extent permitted by law, you shall indemnify, defend, and hold harmless NAKIVO from any claim, demand, cause of action, debt, or liability (including reasonable attorney or legal fees, expenses, and court costs) arising from your violation of applicable laws or regulations.

12. TERMINATION

NAKIVO, in its sole discretion, may terminate the Program and this agreement in whole or in part, for all participants, or for you alone, with or without cause, at any time, without notice.

13. MISCELLANEOUS

Assignment. You may not assign your rights under the Program.
Independent Contractors. You and NAKIVO are independent contractors and shall have no authority to bind the other.
Non-Solicitation; No-Hire. Nothing stated herein should be deemed as your solicitation, recruitment or hiring or your encouragement to terminate employment with NAKIVO’s Partner. Your participation shall be terminated upon appropriate Partner’s request. If these Terms and Conditions deviate from any bilateral agreements between NAKIVO and your Employer, such bilateral agreements prevail.
Governing Law and Dispute Resolution. These Terms are governed by the laws of the State of Nevada without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Terms.
ANY CONTROVERSY, CLAIM OR DISPUTE BETWEEN YOU AND NAKIVO ARISING OUT OF OR RELATING TO THIS TERMS, OR THE BREACH OR ALLEGED BREACH THEREOF, SHALL BE SETTLED BY BINDING ARBITRATION CONDUCTED IN ENGLISH. THE ARBITRATION SHALL BE HELD IN NEVADA, CLARK COUNTY, U.S.A., UNDER THE CURRENT COMMERCIAL OR INTERNATIONAL, AS APPLICABLE, RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE COSTS OF THE ARBITRATION SHALL BE BORNE EQUALLY PENDING THE ARBITRATOR'S AWARD. THE AWARD RENDERED SHALL BE FINAL AND BINDING UPON THE PARTIES AND SHALL NOT BE SUBJECT TO APPEAL TO ANY COURT, AND MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION. NOTHING IN THIS TERMS SHALL BE DEEMED AS PREVENTING EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THE DISPUTE AS NECESSARY TO PROTECT EITHER PARTY'S CONFIDENTIAL INFORMATION, OWNERSHIP, OR ANY OTHER PROPRIETARY RIGHTS. ALL ARBITRATION PROCEEDINGS SHALL BE CONDUCTED IN CONFIDENCE, AND THE PARTY PREVAILING IN ARBITRATION SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS' FEES AND NECESSARY COSTS INCURRED RELATED THERETO FROM THE OTHER PARTY.

Any proceeding must be started within 1 year from the date the right or claim first arose.
Severability. If any provision herein is void or unenforceable, you agree to delete such provision and agree that the remainder of the Terms will continue to be in effect.
NAKIVO's calculation and/or evaluation of discount/rebate/reward eligibility are final and determined under NAKIVO's absolute discretion and will be based on information available to and in possession of NAKIVO at the relevant time.
NAKIVO reserves the right and you agree to allow NAKIVO to audit all Participant claims and request supporting documentation.
These Terms and Conditions contain all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise has been given nor shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to accepting these terms. Neither party has relied on any prior representations, undertakings or promises and the parties hereby waive any right, claim or remedy which they might otherwise have had in relation to them.
The submission of false, incomplete, or misleading claims in connection with the Program may constitute fraud.
Nothing under this Program and the present Terms and Conditions shall be construed as setting minimum purchase requirements.