Standard Terms and Conditions



Terms and ConditionsFollowing terms and conditions ("Terms and Conditions") shall apply to the “Love your Windows , Stay secure forever! “detailed below (the “Scheme”). For the purposes of these Terms and Conditions, the term Microsoft, when used with reference to a legal entity, shall mean Microsoft Corporation (India) Pvt Ltd The Scheme shall be open from 23 February 2015 to 27 March 2015 (both days inclusive, “the Scheme Period”). Notwithstanding the same, Microsoft can curtail or extend the Scheme Period, as it deems necessary, without any prior notice to or approval. The Scheme shall be valid in India only.Any Reseller and Large Account Reseller (LAR) having its registered office in India and who obtains “Eligible Products” from the “Authorized Source” as identified against Eligible Products for reselling to the customers in India as defined in clause 6 within the Scheme Period shall be entitled to participate in the Scheme (“Participant”). This Scheme will apply to existing or new customers of Microsoft who (a) have between >5 qualified desktops or Reported segment in Microsoft Internal Sales Transaction system at the time of Order processing is “Breadth SMB or CTM or Corporate Accounts or EPG or EPG PS”. In the event of any difference in arriving at the segmentation of such customer, Microsoft will use information and intelligence gathered by Microsoft and its decision in this regard shall be final and binding (b) is not eligible under the Microsoft academic license (c) have opted for new agreements under Open licensing program, Select or Select Plus The Scheme cannot be combined with any other scheme. If in case Participant has any other scheme approval ID, Participant can choose one between the two schemes as long as minimum qualification criteria are met. The Participant can only avail benefits under one scheme.Eligible Products: Windows Upgrade Pro (WinPro 8 SNGL Upgrd OLP )Windows Upgrade (Select Plus ) FQC-08189WinPro 8.1 SNGL Upgrd OLP CFQC-08190WinPro 8.1 SNGL Upgrd OLP NLFQC-08220WinPro 8.1 SNGL Upgrd MVLCW2-00302WinEntforSA SNGL UpgrdSAPk MVLAuthorized Source:Ingram Micro India Pvt LimitedRedington India LimitedCompuage Infocom LimitedMicrosoft for LARsAn employee, agent or a relative of an employee of Microsoft, its Affiliates or Microsoft Corporation, USA shall not be eligible to participate in the Scheme.Each Participant must ensure that its participation in the Scheme is lawful and is in accordance with the applicable laws.Microsoft shall not be responsible for any delays, transit losses or mutilation of any entry / on-line registration or claim forms.No participation or other fee is required to be paid for participating in the Scheme. The Participant agrees to provide Microsoft current, complete and accurate information. An incomplete entry on line registration or claim form by a Participant is liable to be rejected. Any decision taken by Microsoft for rejecting any entry / on-line registration or claim shall be final and binding and not subject to any dispute or challenge.The winning Participants hereby waive all rights and grant to Microsoft or Microsoft Corporation US or its Affiliates a royalty-free, non-exclusive, perpetual worldwide license to copy, modify and otherwise use and distribute their submission entry and/or photo and/or any element of the submission, in any and all media and in any publication whether online, offline or on the Internet. Microsoft shall also be free to use any ideas, concepts, photos, know-how or techniques contained in such submissions or materials for any purpose.Microsoft does not make any commitment, express or implied, to respond to any feedback, suggestion and, or, queries of the Participant or furnish any reason or explanation at any stage.Microsoft may assign any or all of its rights or obligations under these Terms and Conditions to its Affiliates without consent of the Participant.Participation in the Scheme shall be construed as an acceptance of the Terms and Conditions stipulated herein. Any breach or default by a Participant of any of the Terms and Conditions herein shall result in immediate disqualification without notice. The Participant undertakes and declares that, it does not use or sell any unauthorized or pirated Microsoft software. In the event, a Participant is found to be doing so (either during or subsequent to the Scheme Period), the entry of such Participant shall be immediately disqualified from the Scheme and cash equivalent of any Benefits awarded to the Participant under the Scheme shall become immediately due to Microsoft. Microsoft shall be entitled to deduct such amounts from any other amounts due to Participant under this Scheme or any other transaction. This does not restrict Microsoft and its Affiliates to initiate further legal actions, against the Participant, using other legal remedies available to them under applicable laws.The Microsoft officials engaged in the organization and management of the Scheme, including its directors, officers, partners, employees, consultants and agents are under no obligation to render any advice or service to any Participant in respect of the Scheme.Any attempt by a Participant to deliberately damage any website or undermine the legitimate operation of the Scheme is in violation of Criminal and Civil Laws and should such an attempt be made, Microsoft reserves the right to seek damages from any such Participant to the fullest extent permitted by law.Following will be the benefits ("Benefits") under the Scheme:CriteriaBenefits Purchase of windows upgrade from authorized source ( open and select)15% discount on eligible skus Orders needs to be processed by the Authorized Source and should reflect in Microsoft Order entry tool (MOET) within the scheme duration to qualify for the discount. Due to time differences in Microsoft Asia Pacific processing center, no new orders will be processed post 3:30 PM IST on 27 March 2015The Participant will use the BC Web Code to obtain the Benefit as mentioned in clause 18 at?every instance a new order entry of Eligible Products is made on behalf of the customer by the Participant on Microsoft Order Entry Tool (MOET) provided by Microsoft Benefits under this discount cannot be transferred or clubbed by a Participant with any other Participant discount. For the calculation of Benefits, only the parent organization of a Participant would be considered. Purchase of Eligible Products by affiliates, subsidiaries or group companies of Participants would not be counted or eligible to be redeemed under this Scheme. The Participant shall not be eligible to obtain Benefits under the Scheme if the Participant has obtained or is eligible to obtain similar benefits under any other scheme pertaining to the Eligible Product. Microsoft will use its internal sales systems to track performance, the value of license purchased and to verify the claims. Decision taken by Microsoft on the claims shall be final and binding and not subject to any dispute or challenge.Microsoft reserves the right to demand return of the Benefits or adjust the amount of such Benefits given by Microsoft to Participant under the Scheme from any moneys owed to Microsoft by such Participant in case Eligible Product obtained during the Scheme Period are returned to Microsoft, or there is wrongful credit of said benefits to the participants owing to misrepresentation of facts and/ or Microsoft does not receive the fees for such Eligible Products. .The decision on the Participants selected by Microsoft shall be final and binding and no correspondence or communication shall be entertained in this regard.Microsoft or its Affiliates or Microsoft Corporation U.S. shall be entitled to use, in any manner, the name, photographs and other details of the Participant or any other participating person, likeness and status in any publication including the Benefits awarded to them. By participating in the Scheme, all Participants hereby agree to the same. Microsoft may, at its discretion, choose not to disclose the identity of the selected Participant to other Participants.Benefits shall be awarded in the name of the Participant and shall neither be transferable nor exchangeable for cash or otherwise. Mere participation in the Scheme shall not entitle a Participant to the Benefits. No other person or agent can claim the Benefits on behalf of the Participant.Any Microsoft Product under the Scheme shall also be available without the Scheme.Taxes and other levies imposed by any relevant applicable government or tax authority, as well as other costs including, insurance and incidental costs, that may be levied or incurred on the Benefits shall be fully borne by the selected Participants. Subject to any applicable law (a) All warranties of any kind whatsoever, whether express or implied, are hereby expressly disclaimed by Microsoft including, but not limited to, meeting of the Participant's requirements or aspirations, timeliness, security, the results or reliability of any scheme, or the delivery, quality, quantity, merchantability, fitness for use or non-infringement in respect of any goods, services, benefits or awards acquired or obtained through the Scheme or any transactions effected through the Scheme; (b) The Participant expressly agrees that his/her participation in the Scheme offered by Microsoft is at the Participant's sole risk and is governed by the Terms and Conditions herein; and (c) No advice or information whether by representations, oral, written or pictorial derived from the website or through the Scheme shall be construed to mean the giving of any warranty of any kind by Microsoft.Nothing in the Scheme shall affect any intellectual property rights of Microsoft or its Affiliates in any product or service, which may be the subject matter of the Scheme. All perpetual and worldwide intellectual property rights, including any copyright in the submissions or feedback and the like by the Participant shall be owned by Microsoft, its parent company Microsoft Corporation, U.S. or its Affiliates. Microsoft shall be entitled to exploit the same in any manner whatsoever. The Scheme shall be governed by and construed in accordance with the laws of India. Any disputes, differences and, or, any other matters in relation to and arising out of the Scheme and, or, pertaining to the Terms and Conditions shall be referred to arbitration under the Arbitration & Conciliation Act, 1996. The arbitral tribunal shall consist of a sole arbitrator to be appointed by Microsoft. The venue of arbitration shall be New Delhi.The Participant agrees and undertakes to indemnify and keep Microsoft including its Affiliates, directors, officers, partners, employees, consultants, agents etc. harmless and indemnified against any loss, damage, claims, costs and expenses including but not limited to legal fees and other charges which may be incurred or suffered by Microsoft due to breach of any Terms and Conditions contained herein by the Participant and/or infringement or violation of any patent, copyright, trademark, trade secret or other proprietary right of a third party by the Participant and, or, arising from the participation of the Participant in the Scheme.In addition to these Terms and Conditions, other specific terms may be imposed by Microsoft any time to deal with any unforeseen situation. Microsoft also reserves the absolute right to change the Terms and Conditions contained herein and, or, any other rules and regulations in respect of the Scheme at any time without any notice, without assigning any reason and without any liability whatsoever. Participants are requested to refer to such other terms and conditions, if any, which may be displayed on-line or intimated separately as Microsoft considers fit. However, no obligation is cast on Microsoft to separately intimate each individual Participant with regard to such additional terms and conditions.Microsoft also reserves the right to withdraw or discontinue with the Scheme at any stage without any liability whatsoever to the Participant and, or, anyone.An 'Affiliate' means any legal entity owned or controlled by Microsoft, which owns or controls Microsoft or which is under common ownership or control with Microsoft. The term 'ownership' means more than 50% direct or indirect ownership/shareholding and the term 'control' means direct or indirect control of the management or the board of directors. ................
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