General Program Terms & Conditions
By participating in NAKIVO’s Program (hereinafter – the “Program”) referencing these General Program Terms & Conditions (including any documents referenced herein, the “Terms”), the company (including any Affiliates) or individual (including “you”, “your”) participating in the Program agrees to be bound by these Terms. Unless otherwise specified in the Program, “NAKIVO” means a legal entity organized and existing under the laws of the USA, Nevada, with principal office at 4894 Sparks Blvd., Sparks, NV, USA 89436 – 8202. An “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with, another entity.
1. EXCLUSIVITY. All Programs are nonexclusive. These Terms govern your participation in a Program associated with products or services offered by NAKIVO (“Products”). This is a limited time offer.
2. PROGRAM REQUIREMENTS. The Program offer is subject to you meeting these Terms and the Program conditions.
3. 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.
4. 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. Certain Programs may require you to provide an offer code when submitting orders or claims.
6. COMPLIANCE. You are responsible for your own compliance with laws, regulations, and other legal requirements applicable to the conduct of your business. The Products licensed or sold as part of the Program, and the transactions contemplated by the Program, which may include technology and software, are subject to the customs and export control laws and regulations of the United States and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured or received. Further, under U.S. law, the Products may not be sold, leased or otherwise transferred to restricted countries, or used by a restricted end-user. You acknowledge that it is your responsibility to comply with and abide by those laws and regulations, and that any third party that you route Product to directly has also been made aware of the associated export controls. You will comply strictly with anti-bribery laws applicable in any jurisdiction where you do business and with the United States Foreign Corrupt Practices and any similar local laws. You acknowledge that breach of this section is grounds for NAKIVO’s immediate termination from your participation in the Program.
7. 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. YOU UNDERSTAND THAT THE PROGRAMDOES NOT GUARANTEE THAT YOU WILL MAKE ANY SALES OR PROFITS. ALL NAKIVO INFORMATION IS PROVIDED “AS IS”.
8. 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.
9. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE THAT YOUR PARTICIPATION IN THE PROGRAM IS STRICTLY VOLUNTARY. NAKIVO SHALL HAVE NO LIABILITY WHATSOEVER FOR, AND WILL BE HELD HARMLESS BY YOU FOR ANY LIABILITY FOR ANY INJURY, LOSS OR DAMAGES OF ANY KIND, DUE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN RELATION TO YOUR PARTICIPATION IN THE PROGRAM. NOTHING IN THESE TERMS AND CONDITIONS SHALL AFFECT A PARTY'S LIABILITY FOR FRAUD, BODILY INJURY OR DEATH OR ANY OTHER LIABILITY THAT MAY NOT BE LIMITED OR EXCLUDED BY LAW.PROGRAM. NOTHING IN THESE TERMS AND,
10. TERMINATION. NAKIVO, in its sole discretion, may terminate the Program in whole or in part, for all participants, or for you alone, without cause, at any time.
11.1 Assignment. You may not assign your rights under the Program.
11.2 Independent Contractors. You and NAKIVO are independent contractors and shall have no authority to bind the other.
11.3 Force Majeure. Neither party will be liable for failure to perform its obligations during any period if performance is delayed or rendered impracticable or impossible due to reasonably unforeseeable circumstances beyond that party’s reasonable control.
11.4 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 these Terms.
ANY CONTROVERSY, CLAIM OR DISPUTE BETWEEN YOU AND NAKIVO ARISING OUT OF OR RELATING TO THESE 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 THESE 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 a right or claim first arose.
11.5 Modifications. NAKIVO reserves the right to modify the Program, including, without limitation, eligibility requirements, Program benefits (including any discounts and pricing), at any time without prior notice. Your continued participation in the Program will constitute your binding acceptance of the changes and your consideration supporting any such modification.
11.6 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.