Ingram Micro Cloud ALTITUDE Party Incentive, Reseller Terms and Conditions

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1 Ingram Micro Cloud ALTITUDE Party Incentive, Reseller Terms and Conditions Promotion Details The Prize Each winning reseller to win a prize including: One day event in London, UK Abseiling at Olympic Park Dinner and a show at London 02 Arena Overnight accommodation The prize will be awarded to the reseller (Company) and it will be up to the reseller to determine how to allocate the prize to a staff member. There are 9 places in total for reseller partners. 7 places will be allocated to Cloud Elevate Partners and 2 bonus places will be allocated to partners buying mobility solutions, as per the qualifying criteria outlined below. Only one prize (place) will be allocated per reseller. Qualification for Entry Registration: All participating resellers must register for entry into the incentive and become eligible for the prize at as part of the registration resellers are also registering for the Ingram Micro Cloud Elevate partner program. Details on the Altitude reseller incentive can be found at Terms and Conditions: Participation in the Ingram Micro Cloud ALTITUDE incentive is subject to the participating reseller s acceptance of the Terms and Conditions set out below. By registering for the incentive and entering the competition, the participating reseller accepts the Terms and Conditions. Qualification: To qualify for winning the prize, the participating resellers will have to meet the targets set at either Peak, Climb, Entry or Mobility Partner levels based on Ingram Micro s classification of the resellers set out below. It is not possible for the participating resellers to be a partner in more than one of the qualifying categories.

2 Revenue is defined as orders billed and processed by Ingram Micro within the below defined Promotion Period, net of returns (excluding defective products), cancellations and credits during the Promotion Period and for a period of 30 days after the end of the Promotion Period, excluding VAT. Unit sales is defined as the quantity of Lumia devices purchased from Ingram Micro during the Promotion Period within the defined timeframe, net of returns, cancellations and credits during the promotion period and for a period of 30 days after the end of each promotion period. Peak Partners (2 places available) Peak partners are defined as partners who have purchased and resold cloud solutions through Ingram Micro Cloud in a minimum of 4 months out of a set 5 month period with a minimum revenue value of 5,000 over the same period. Qualification for prizes to be determined by highest achievement against the following metrics: 1 prize to be allocated for the highest achiever on Microsoft Open Volume licensing measured by revenue during the Promotion Period minimum total revenue for entry 250,000 1 prize to be allocated for the highest achiever on Microsoft Cloud services via Open (Office 365, Azure, CRM) measured by revenue during the Promotion Period minimum total revenue for entry 60,000 Climb Partners (3 places available) Climb partners are defined as reseller partners who have purchased and resold cloud solutions through Ingram Micro Cloud 3 months out of a set 5 month period with a minimum revenue value of 1,500 over the same period. Qualification for prizes will be determined by the highest achievement against the following metrics:

3 1 prize to be allocated for the highest achiever on Microsoft Open Volume licensing measured by revenue during the Promotion Period minimum total revenue for entry 100,000 1 prize to be allocated for the highest achiever on Microsoft Cloud services via Open (Office 365, Azure, CRM) measured by revenue during the Promotion Period minimum total revenue for entry 25,000 1 prize to be allocated for the highest achiever of individual Microsoft Cloud orders (Office 365, Azure, CRM) measured by revenue during the Promotion Period minimum number 10 orders to qualify Entry Partners (2 places available) Entry partners are defined as reseller partners who have purchased and resold cloud solutions through Ingram Micro Cloud in at least 1 month out of a set 5 month period and achieved a minimum revenue value of 500 over the same period. Qualification for prizes will be determined by the highest achievement against the following metrics: 1 prize to be allocated for the highest number of total Office 365 via Open orders measured by revenue during the Promotion Period minimum number 5 orders to qualify 1 prize to be allocated for the highest number of total Azure via Open orders measured by revenue during the Promotion Period minimum number 5 orders to qualify Mobility Partners (2 partners available) Mobility partners are defined as reseller partners who have purchased and resold Microsoft Mobility solutions through Ingram Micro Mobility. For the purpose of this incentive, only unmanaged Microsoft partners are eligible to partake. Qualification for prizes will be determined by the highest achievement against the following metrics: 1 prize to be allocated for the highest total unit sales of Lumia devices only during the Promotion Period minimum number of 10 units to qualify

4 1 prize to be allocated for the highest total unit sales of Lumia devices with O365 attached, all purchased under one and the same purchase order during the Promotional Period minimum number of 5 units to qualify NOTE: Cancelled orders within the Promotion Period will not be considered and will be excluded from the achievement targets and for the final results. The same will apply to orders placed during the Promotion Period but returned, cancelled, or credited after the end of the Promotion Period. Resellers may register for the incentive multiple times; however, only one prize will be awarded per reseller, and terms and conditions apply as per above. Ingram Micro retains the right to amend the terms of the incentive upon notice during the Promotion Period. Promotion Period The promotion will run from Monday 2 nd March until Friday 17th April Reseller partner Cloud Elevate levels of Entry, Climb and Peak have been determined by sales generated with Ingram Micro on Cloud solutions in the period June 2014 October Winners The reseller partners who have qualified and become eligible to participate in the prize draw will be contacted. Ingram Micro will draw the winners and notify the winning resellers within 45 days of the end of the Promotion Period with details on how to claim their prize. Ingram Micro will conduct the draws in a fair and equitable manner. The eligible reseller agrees that the decision to award the prize shall be at Ingram Micro s discretion and be final and binding. No correspondence will be entered into about Ingram Micro's decision. All winners will have to sign a Winners document to state that they accept the terms of the Promotion and that they have authorisation from their employer to accept the prize and participate in the event.

5 It is the participant s (your) responsibility to ensure that you are eligible/entitled to receive personal gifts within the terms of your employment contract. You agree to indemnify Ingram Micro against any claim raised by your employer if such claim is a result of your breach of your obligations towards your employer. It is the recipient s responsibility to declare and pay any income and other applicable taxes levied on the gifts received. All participants have the right to request reasonable evidence for their qualification for the prize draw; however, Ingram Micro reserves the right to disclose the results on an anonymous basis (i.e. not disclose the names of other participants). Terms and Conditions The following terms and conditions apply to promotions and marketing campaigns offered by Ingram Micro: Introduction: 1. The promotion ( Promotion ) is operated by Ingram Micro (UK) Ltd. ( Ingram Micro ), CBX II, Midsummer Boulevard, Milton Keynes MK9 2EA. 2. The Promotion runs for a specific time period (the Promotion Period ) as determined by Ingram Micro and described in more details in the Promotion Details section above. Ingram Micro reserves the right to prolong the Promotion upon notice on the Promotion websites. 3. The Promotion applies to Participants registering within the Promotion Period. Details of the Promotion are set out in the Promotion Details section. Eligibility: 4. The Promotion is open to Ingram Micro resellers located in the United Kingdom ( Participants ). Employees of Participants may participate in this Promotion only if authorized to do so by Participants ("Participating Individuals"). Participating Individuals must be 18 or over at the time the Promotion begins and still be employed by the Participant when the

6 Promotion Period ends. The Participating Individual confirms by acceptance of these Terms and Conditions that s/he has obtained the approval from senior management to participate in the Promotion and receive the prize. Only one registration/participation is allowed per reseller. Ingram Micro reserves the right to disqualify any Participant or Participating Individual who submits more than one entry. 5. By entering this Promotion the Participant agrees to abide by these Terms and Conditions and will accept that the decisions taken by Ingram Micro shall be final and binding. 6. Employees of Ingram Micro or its agencies are not eligible to enter the Promotion. Prizes: 7. Cash alternatives will not be given in lieu of prizes and no prize substitution shall be granted except at the discretion of Ingram Micro. If a prize cannot be consumed or received by the Participant for any reason or situation on the part of the Participant, the Participant will return the prize to Ingram Micro against no compensation. If a prize cannot be granted due to circumstances beyond the control of Ingram Micro, a substitute prize of equal retail value will be given. 8. Winners will be elected under Ingram Micro s award and selection procedure, which is set up to ensure a fair, independent and non-discriminatory selection of the winners. Winners will be notified by telephone, or in writing within 30 days as of the award of the prize. If a winner cannot be contacted or is disqualified, Ingram Micro reserves the right to determine an alternate winner by drawing another name from qualifying Participants. 9. The accounting treatment of the prize shall be the Participant s and respective winner s responsibility. Taxes and Liabilities: 10. Any prize granted in the course of the Promotion may be subject to general restrictions imposed on the provision of such prize by law or any government decision, or to specific identified individuals. In the event Ingram Micro cannot

7 grant the prize for such a reason then it shall use reasonable endeavors to find a substitute prize of equal value. 11. Any tax or national insurance contributions or incidental expenses arising from the prize shall be the sole responsibility of the relevant winner. 12. If Ingram Micro is required by law to withhold or deduct taxes such taxes will be debited the Participant s account with Ingram Micro. For this purpose the Participant grants Ingram Micro an irrevocable authorisation to debit the value of any taxes resulting from any prizes awarded under the Promotion. 13. By entering the Promotion, Participants and Participating Individuals agree to release and hold Ingram Micro harmless from any and all losses, damages, rights, claims and actions of any kind in connection with the Promotion, or resulting from acceptance, possession, participation, or use of any prize, including and without limitation, personal injuries and death (unless caused by Ingram Micro s negligence), as well as property damage and claims based on publicity rights, defamation, or invasion of privacy and merchandise delivery. 14. By entering the Promotion, Participants and Participating Individuals agree that any problems with the usability or functionality of the prize are subject to the prize manufacturer's guarantee which is either detailed in the product documentation of the prize or which can be ordered from the manufacturer directly. The winner is responsible for following all instructions and to comply with all requirements to register the prize and raise any claims directly with the manufacturer. General: 15. Without limiting any other remedies, Ingram Micro may suspend or terminate the participation in the Promotion if Ingram Micro has reasons to believe that the Participant has engaged or are about to engage in, or have been in any way involved in or linked to, fraudulent activity in connection with the Promotion. Ingram Micro may issue a warning, suspend or terminate the participation or refuse to grant the prize if (i) the Participant or the Participating Individual is in breach of these Terms and Conditions or any terms incorporated by reference; (ii) despite Ingram Micro s reasonable endeavors, it is unable to verify or authenticate the Participant or the

8 Participating Individual through the information provided upon registration or upon awarding of the prize; or (iii) Ingram Micro believes that the Participant s or the Participating Individual s acts or omissions may cause Ingram Micro financial loss or legal liability. 16. By entering the Promotion, Participants and Participating Individuals agree that, in the event of winning a prize, Ingram Micro may use their name in publicity and waive any claims to royalty, right, or remuneration for such use. 17. Ingram Micro owns all copyright and other intellectual property rights in the Promotion, and the Promotion or parts hereof may not be used without Ingram Micro's prior written consent. Any intellectual property rights in the prize remain with the manufacturer or publisher. 18. The Participant acknowledges that participation in the Promotion is voluntary and that neither the Promotion nor the prize shall not be construed as any attempt by Ingram Micro to bribe the Participant or Participant Individuals to obtain or retain any business, and that neither the Participant nor Participant Individuals are under any obligation whatsoever to confer any business advantage to Ingram Micro or that the Participant or winner s independence will be affected. 19. The Promotion is governed by and construed in accordance with the laws of England and Wales without its conflicts of law. The parties submit to the exclusive jurisdiction of the English courts. 20. Ingram Micro reserves the right to modify these Terms and Conditions at any time without advanced warning or notice, to suspend, withdraw or cancel the Promotion for any reason and at any time and to exclude a Participant and/or Individual Participant who do not abide to these Terms and Conditions from this Promotion at any time.