XCHANGE Program terms and conditions

XCHANGE Program
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Terms and Conditions
These Terms and Conditions for the Ingram Micro XCHANGE Program (“Promotion”) apply to any Cisco Registered or
Certified Channel Partners (“Partner”) that meets all the required eligibility criteria, as set out in section 3 below. The
eligibility criteria must be met at all times in order for the Partner to participate in this Promotion.
1.Scope
Ingram Micro XCHANGE Program (“Program”) is designed as an incentive for Partners who anticipate purchasing
LAN switching, routing and wireless, or other related Cisco products, for purposes of migrating existing end-user
networks (“Trade-In” or “Trade-In Product(s)”) to newly-released Cisco network solutions (“New Product”). The
Program applies to transactions priced between $5,000 and $100,000 USD (based on the then-current list price
stated in the Cisco Global Price List (“GPL”)).
The Program provides Ingram Micro incentives to be applied only a one-to-one product Trade-in basis.
Participants must provide detailed end customer eligibility information (name, address, city, state, postal code,
country) in the “Validate/Answer Questionnaire” section of the deal registration. Cisco reserves the right terminate
any pending registration or revoke any approved registration if end user details are either not provided, inaccurate
or incomplete.
Ingram Micro XCHANGE Program is being offered to all eligible Partners, except where prohibited by applicable law.
2. Policy Overview
This document, as updated by Ingram Micro, from time to time, may be posted at Ingram Micro’s Web Site, or
provided via email to the Partner. The Terms and Conditions sets forth the terms and conditions governing the
Partner’s participation in the Program. Ingram Micro reserves the right to audit, terminate, suspend, amend, modify,
revoke, or cancel the Program, in whole or in part, for any reason at any time without prior notice. Ingram Micro will
act reasonably in communicating with Partners through email or the website in the event of any Program changes.
3. Geographic Scope
This Program is available within the following countries for Ingram Micro: Afghanistan, Austria, Bahrain, Belgium,
France, Germany, Hungary, Italy, Kuwait, Netherlands, Oman, Pakistan, Qatar, Saudi Arabia, Spain, Sweden,
Switzerland, Turkey, United Arab Emirates, United Kingdom and Yemen.
For RRC: Albania, Croatia, Macedonia, Poland, Romania, Serbia and Montenegro and Slovenia.
4. Program Period
The Program (“Program Period”) is available until January 28th 2017. Eligible Partners must book all deals for which
they are seeking the trade-in under the Program by the end of the Program Period.
5.Eligibility
To be eligible for the Ingram Micro XCHANGE Program, the Partner must meet the requirements below.
5.1. Partner Requirements
5.1.1. Partner must be in good standing with Cisco and Ingram Micro, and any eligible deal must
meet these Terms and Conditions.
5.1.2. Partner must be and maintain status as a Cisco Registered or Certified Resale
Channel Partner.
5.1.3.
Partner must have a current and valid “Resale Agreement” in place, and be in good standing
with the Cisco Channel Partner Program. A Resale Agreement includes: the Cisco Indirect
Channel Partner Agreement (ICPA), or another similar Cisco agreement that authorizes the
resale of Cisco Products and Services only to end user customers. The terms of the Resale
Agreement will apply to Partner’s participation in this Program.
© 2016 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential. For Channel Partner Use Only. Not for distribution.
5.1.4. The Program only applies to a one-to-one Trade-in of an eligible Trade-In Product with the
purchase of an eligible New Product.
5.1.5. This Program only applies to resale purchases. It may not be used to Not-For-Resale,
stocking, or “internal-use” Partner purchases.
5.1.6. Public Sector or Education purchases are not eligible for this Program.
5.1.7. The minimum order size is $5,000 USD, based upon the GPL.
The maximum order size is $100,000 GPL.
5.1.8.
The end user customer is the entity that has acquired Trade-In Product for its own internal
use and not for resale, remarketing, or distribution. The Partner must identify the specific
final purchaser or licensee as the end user customer and must provide complete information
on its Purchase Order for Trade-In Product to Ingram Micro.
5.1.9. The total amount of combined Point of Sale (POS) for any Partner must not exceed
$250,000 (net) per Cisco fiscal quarter.
5.1.10. Ingram Micro XCHANGE Program incentives may not be stacked or be combined with any
other Cisco Programs, promotions, or discounts.
5.1.11. Partner must accept all Ingram Micro XCHANGE Program Terms and Conditions.
5.1.12. Partner agrees that Trade-In Products must be in good working condition and actively used
in the customer’s existing network.
5.1.13. The Partner certifies that the Trade-In Product referenced on the Ingram Micro XCHANGE
Program application is to be destroyed or de-commissioned/not-used and will be replaced
with the New Product.
5.1.14. All Trade-In Products listed on the Ingram Micro XCHANGE Program application form will be
audited (tracked by serial #) by Cisco to ensure that there are no re-sales. These items will
be removed from any active Service Contract and will become ineligible for
service coverage.
5.1.15. Should it be proven that any Trade-In Product is in use or has not been destroyed, Partner
may be subject to penalties as provided in the Terms and Conditions.
5.1.16. Customers, Partners, and their recycling subcontractors shall comply with all environmental
and other regulations applicable to the destruction of trade-in materials under this Program
and the applicable Resale Agreement. Customers, Partners, and their recycling
subcontractors shall be responsible for compliance with all laws or regulations, will be liable
for all consequences resulting from noncompliance with laws or regulations, and shall
indemnify and hold Cisco and the Distributor harmless for any such consequences.
5.1.17. Cisco shall have the right to audit and inspect, without limitation, any and all end user
customers, Partners, or recycling subcontractor facilities, records, and destroyed trade-in
materials relating to this agreement. Partner shall provide Cisco or its representatives
conducting such audit such assistance and access to the facilities, records, destroyed
trade-in materials, and relevant supplier representatives as reasonably requested.
5.1.18. The Partner itself may not destroy the Trade-In Product.
5.1.19. The Partner must agree that, by accepting Ingram Micro XCHANGE Program trade-in
incentives from the Distributor, Partner and end user customer are transferring all rights
in the Trade-In Product to Cisco and will undertake the transfer of title and possession in
accordance with any all applicable laws and regulations. All related costs with such transfer,
including taxes and fees of any kind, whether arising in connection with the transfer of the
Trade-In Product and/or any intermediation services by Partner or end user customer, will
be borne by the Partner or end user customer.
5.1.20. Partner and end user customer assume all responsibility for the erasure of any proprietary or
confidential information from Trade-In Product. Ingram Micro and Cisco assumes no
responsibility for the protection of such information.
© 2016 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential. For Channel Partner Use Only. Not for distribution.
5.1.21. Partner will defend, hold harmless, and indemnify Ingram Micro and Cisco against all liability
resulting from any Partner misrepresentation under or breach of these Terms and Conditions
or the terms and conditions of Ingram Micro XCHANGE Program. This includes loss,
damages, and claims (including third party claims), whether based upon contract, breach of
warranty, negligence, or otherwise; as well as, all related costs, attorneys’ fees,
and expenses.
5.1.22.With regard to Trade-In Products, the Cisco Service Termination for Credit Policy will apply
to existing Cisco SMARTnet and/or Smart Net Total Care contracts. This policy will apply
when an end customer removes one or more units of Cisco product from its network (and
thus removes its eligibility for service) and replaces the same with one or more unit(s) of
Cisco product and service with an equivalent capacity on a one-for-one, like-for-like (or
better) or capacity-for-capacity basis, in each case for at least the same duration and
without any gap in coverage. A credit will be equal to the prorated amount (based on the
number of days remaining in the services term) of the remaining unused portion of the fees
for services subject to the cancellation. The credit will be calculated based solely on the
actual amount that Cisco invoiced the Distributor for the applicable services being canceled.
6. Program Eligible Products
6.1. Only the specific product families as set forth in the Program are eligible for Program benefits. The Program
may only be applied on a 1:1 (chassis-to-chassis example) basis.
6.2. The list of eligible Cisco and Competitive Vendor Trade-In Products will be provided via the Ingram Micro
XCHANGE Program website.
7. Trade-In Product Incentives for New Products
Partner will not receive any credit or other compensation reflecting the market or other value of the Trade-In
Products. The only compensation for the Trade-In Products shall be the discount offered and applied to the new
Cisco products the Partner is ordering from Ingram Micro.
The discount on the new products will vary and depend on the type of product and the order quantities, as reflected
in the quote Ingram Micro will provide to Partner.
8. Termination
8.1. Ingram Micro reserves the right to suspend or terminate any Partners participation in the Program and/or
disqualify the Partner from future participation in the Program if Partner violates any of the provisions of these
Terms and Conditions.
8.2. In addition to any of its other remedies, Cisco reserves the right to terminate Partner from participation in this
Program for the following reasons: (a) submission of false, misleading, or incomplete information, including
claims for sales made under the Program; (b) other fraud or abuse of this or other Cisco marketing or sales
promotions; and (c) the distribution of products purchased from any source other than Cisco or an authorized
Cisco distributor.
9. Miscellaneous
9.1. Audit. Ingram Micro may require an audit of Partners sales under this Program to ensure compliance with the
intent of the Program. Ingram Micro reserves the right to refuse to apply this Program to any non-compliant
sales. Ingram Micro may remove Partners from participation in this Program if Partners refuse an Audit under
this clause.
9.2. Confidentiality. Any information shared between Cisco and Ingram Micro related to the Program is Confidential
Information as defined under the agreement Ingram Micro has with Cisco.
9.3. Upon accepting these Terms and Conditions, the Partner certifies that it will comply with all laws, licenses,
permits, and regulations, including, without limitation, any anti-bribery, conflict of interest, or procurement
laws or regulations of any government or other competent authority where the products are to be sold or used
(collectively “Applicable Laws”). PARTNER WILL INDEMNIFY AND HOLD INGRAM MICRO AND CISCO
HARMLESS FOR ANY VIOLATION BY PARTNER OF ANY APPLICABLE LAWS.
© 2016 Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential. For Channel Partner Use Only. Not for distribution.