COHESITY, INC. (TOGETHER WITH ITS AFFILIATES, “COHESITY”) AGREES TO PERMIT YOU, AS A PROSPECTIVE COHESITY CUSTOMER THAT MEETS THE BELOW ELIGIBILITY REQUIREMENTS (“YOU”, “YOUR”, OR “CUSTOMER”), TO REGISTER FOR OR PARTICIPATE IN A COHESITY-SPONSORED INCENTIVE PROGRAM (A “PROGRAM”), ONLY IF YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (“T&CS”), WHICH SHALL BE DEFINITIVELY EVIDENCED BY YOUR REGISTRATION FOR A PROGRAM, YOUR SUBMISSION OF A CLAIM UNDER A PROGRAM, OR BY SUCH OTHER CONTRACT FORMATION MECHANISM RECOGNIZED UNDER APPLICABLE LAW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT TAKE ANY PART IN A COHESITY PROGRAM.
Program: Data Isolation Incentive
Eligibility Restrictions & Terms:
Only “net new” Customers may participate. “Net new” means that Customers must not have purchased Cohesity products or services before (directly or indirectly).
The Incentives (as defined below) offered through this Program are only applicable to the Customer’s first purchase.
Customer must purchase Cohesity DataProtect Service for no less than a three (3) year term, and covering a capacity of no less than seventy-two (72) TB.
Customer must agree to act as a reference for Cohesity, upon request.
The Program ends on July 31st, 2022, and eligible purchases must be completed on or before this date.
If Cohesity agrees to provide to Customer certain Incentives that include free software and credit(s) for professional services, such professional service credit(s) must be used in conjunction with the free software, and will expire one hundred and eighty (180) days after the date of Customer’s first purchase unless they are applied to a binding order or SOW for such services within such timeframe.
Under the program, Customer may only use qualified professional services, purchased from Cohesity, for setting up their remote isolated environment running on Cohesity.
If any payment deferral is included as an Incentive, such deferral is subject to explicit agreement by the channel partner(s) through which Customer will purchase.
The total monetary value of any Incentives provided by Cohesity to any Customer will not exceed 25% of that Customer’s total pre-incentive initial purchase amount net to Cohesity.
Program Rules. You agree to be bound, in addition to these T&Cs, to all terms, conditions, eligibility requirements and other rules published or applied by Cohesity from time to time in respect of a Program (collectively the “Program Rules”). You agree that any incentive offered in connection with a Program is subject at all times to You correctly and timely registering for such Program, compliance with these T&Cs, and compliance with all of the Program Rules in effect from time to time. Incentives offered through such Programs to You are personal to You and cannot be transferred or combined with other offers. Programs may not be made available to all persons and may not be available in all locations.
Payments & Incentives. This Program entails the provision of certain commercial incentives (“Incentives”), (which in all cases shall be provided by way of discounts and/or credits flowed through the Cohesity-authorized channel partner through which You choose to purchase), (a) Cohesity is the sole and final arbiter of whether You are entitled to any such Incentives under the Program and (b) if an Incentive relates to a particular Cohesity transaction (e.g. an incentive calculated as a percentage of a Cohesity registered deal), then Cohesity shall be entitled in its full discretion to ‘claw back’ such Incentive, in whole or part, in the event the status of said transaction changes, if non-compliance with these T&Cs or the Program Rules is discovered, if You were ineligible to participate or to receive the Incentive, or for any other reason in Cohesity’s sole discretion.
Warranties. You represent and warrant that (a) there is no contractual, ethical or legal restriction on Your participation in the Program, and such participation does not create any conflict of interest; (b) You will comply with all applicable laws, including without limitation anti-bribery laws applicable in any jurisdiction where You do business and the U.S. Foreign Corrupt Practices Act, and will refrain from any action that might be a violation of such laws (including making corrupt payments); (c) any Incentives furnished by Cohesity under a Program shall not be paid or given to any other person, firm, corporation or other entity, except in payment for a lawful bona fide business purpose authorized by these T&Cs and the Program Rules; (d) You are not relying on any representation or promise not contained in the T&Cs or Program Rules; (e) You are not a government entity, a government official, a government contractor, a political party, or candidate for political office; and (f) You have not offered to pay or give, or authorized any third party to pay or give, and will not offer to pay or give, and will not authorize any third party to pay or give, any money, gift, or any other thing of value, directly or indirectly to any government official or employee; any political party or official or employee thereof, or any candidate for political office, in order to obtain or retain any business, or secure any improper advantage.
Confidentiality. Non-public Cohesity information marked ‘confidential’, ‘proprietary’, or with a similar legend, or which a reasonable person would understand from the circumstances of disclosure to be confidential in nature, shall be treated as confidential, and not used or disclosed except as expressly authorized by Cohesity in writing.
LIABILITY. COHESITY SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING COHESITY’S INCENTIVES OBLIGATIONS, IN NO EVENT SHALL COHESITY’S AGGREGATE CUMULATIVE LIABILITY FOR CLAIMS ARISING OUT OF A PROGRAM EXCEED USD $100. THE PROGRAMS ARE OFFERED “AS IS” AND “AS AVAILABLE.”
Assignment. Any rights accruing to You in connection with a Program are personal and may not be assigned or transferred. All Cohesity’s rights and powers in these T&Cs or a Program inure to Cohesity, its successors and assigns.
Disputes. These T&Cs and Your participation in a Program are governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions. You consent to any controversy or claim arising out of or relating to these T&Cs being settled by arbitration in Santa Clara, California by one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the arbitral award may be entered in any court having jurisdiction. The prevailing party will be entitled to receive from the non-prevailing party all costs, damages and expenses, including reasonable attorneys’ fees.
Termination; entire agreement; waiver. In the event of any conflict among these T&Cs, Program Rules and any other document, the T&Cs prevail, followed by the Program Rules, followed by other document(s). The published T&Cs and Program Rules (together with any other applicable written contracts relating to this subject matter and signed by an authorized Cohesity representative) represent the entire understanding and agreement of the parties with respect to the subject matter and supersede all other agreements. Cohesity reserves the right to terminate any person’s participation in a Program due to fraud, misuse, or ineligibility, in Cohesity’s sole discretion. Cohesity may amend these T&Cs or any Program Rules effectively immediately by publishing an amended version(s), and Your continued participation in a Program will signify consent to such amendment. Cohesity’s failure to enforce its rights at any time for any period shall not be construed as a waiver of such rights. Cohesity may terminate or limit a Program at any time.