Distributor Promotion

Mimosa Year End “LINK UP!” Promotion Terms and Conditions

Start Date: October 15, 2024

End Date:  December 31, 2024

Purpose. The Mimosa End of Year “Link Up!” Promotion (the “Promotion”) allows resellers and end user customers to purchase from participating Mimosa distributors (each a “Partner”) certain quantities of eligible Mimosa products as defined below (the “Eligible Product”) and receive a free radio at no cost (excluding shipping and freight fees).

Partner Eligibility. 
All Mimosa-authorized Partners in good standing*, carrying stock of Eligible Product are eligible to participate in the Promotion.

Promotional Discount.  
In order to receive the Promotion Discount (as defined below), by no later than November 15, 2024, Partner shall provide Mimosa with (i) reasonable evidence of participation in the promotion (i.e., website promotion, print ads, online ads), and by December 1, 2024 (ii) a check-in point-of-sale report showing purchase date, customer name, purchase price and quantity of Eligible Product sold to date and by January 10, 2025 (iii.) a final point-of-sale report for the period from October 15-December 31, 2024 showing purchase date, customer name, purchase price and quantity of Eligible Product sold during the Term, along with the code “LINKUP” added in the Special Promotions column.  Upon furnishing the required items in (i), (ii) and (iii) to Mimosa, Partner shall be issued a credit memo in accordance with the terms outlined herein.  

Purchase of the following Mimosa products shall qualify the purchase as an “Eligible Product”:

• For every nine (9) Mimosa A5x access point radios sold, receive one (1) Mimosa A5x at no cost. 
• For every nine (9) Mimosa A6 access point radios sold, receive one (1) Mimosa A6 at no cost. 
• For every nine (9) Mimosa B5x backhaul radios sold, receive one (1) Mimosa B5x at no cost. 
• For every nine (9) Mimosa B11 backhaul radios sold, receive one (1) Mimosa B11 at no cost. 
• For every nine (9) Mimosa B24 backhaul radios sold, receive one (1) Mimosa B24 at no cost. 
• For every nine (9) Mimosa C5x client/backhaul radios sold, receive one (1) Mimosa C5x at no cost. 
• For every nine (9) Mimosa C5c client/backhaul radios sold, receive one (1) Mimosa C5c at no cost. 
• For every nine (9) Mimosa C6x client/backhaul radios sold, receive one (1) Mimosa C6x at no cost. 

(together, the “Promotion Discount”).  The Eligible Product must be purchased in the quantities and configurations specified above, with no substitutions or partial credit.

¹ Only products listed above are eligible for this promotion. All other products including Mimosa B6x client/backhaul radios are not eligible for any Promotion Credits under this campaign.

² Promotional Credits do not include any freight, shipping, taxes, and other applicable fees for the Products.

*Maximum Credit Memo Amount for all qualifying products above is $25,000 assuming all requirements of the promotion are met and proper POS reports are delivered by January 10, 2025. 
 

Mimosa will validate the required documentation and provide the Partner with a credit memo no later than January 31, 2025 after the final point-of-sale report submission on January 10, 2025.  The issued credit memos must be applied towards the purchase and shipment of new Mimosa product to be shipped no later than March 31, 2025.  The credit memo will expire on March 31, 2025 if not applied.

The sale of Mimosa products, including the Eligible Products, is subject to product certification and export compliance in the Territories (as defined in Section 5 below). The existence of this Promotion does not guarantee availability of the Eligible Product in the Territories.

Credit Memo for Free Product:
The credit memo issued for the free product under this promotion will be based on the lowest purchase price of the product from Mimosa within the past 12 months, excluding any additional fees such as freight, customs, and other applicable charges. Mimosa reserves the right to adjust the final credit amount based on this purchase price for products acquired directly from Mimosa.

Term. 
This Promotion will cover point-of-sale transactions running from October 15, 2024 until December 31, 2024 (the “Term”). Mimosa reserves the right to modify, extend or to cancel the Promotion as needed.

Territory. 
This Promotion is available in North America, Latin America, Europe, Middle East, Africa and Asia Pacific (collectively, the “Territories”).

Additional Discounts. 
The Promotion Discount may not be stacked with Deal Registration or other credit adjustments offered by Mimosa.

End Customers. 
Participating Partners will inform their respective resellers and end customers of these terms and conditions governing the Promotion prior to the time of sale of the Eligible Product and direct such customers to the following site for additional information: http://mimosa.co/legal/2024-distributor-promotion. 

Audit. 
Mimosa may require an audit of Partner’s sales under this Promotion to ensure compliance with the intent of the Promotion. Mimosa reserves the right to refuse to apply this Promotion to any non-compliant purchases. Mimosa may remove Partner from participation in this Promotion if Partner refuses an audit under this clause.

Changes. 
Mimosa reserves the right to terminate, suspend, modify, revoke or cancel this Promotion at its discretion without notice to Partner.

Cap on Promotional Benefit: 
The total maximum benefit that any Distributor may receive under this promotion is limited to $25,000 USD. Once the Distributor reaches this cap, no further benefits will be provided, regardless of additional qualifying purchases made during the promotional period.

Remedies. 
In addition to any of its other remedies, Mimosa reserves the right to terminate a Partner from participation in this Promotion for the following reasons: (a) submission of false, misleading, or incomplete information; and/or (b) other fraud or abuse of this or other Mimosa marketing or sales promotions.

General

This document (the “Terms and Conditions”) sets forth the terms and conditions for Partner’s participation in the Promotion. Mimosa will act reasonably in communicating with participants through email and the website in the event of any Promotion changes. Except as otherwise set forth herein, defined terms shall have the meaning afforded in Partner’s distribution agreement with Mimosa (the “Distribution Agreement”), which remains in full force and effect.

Mimosa reserves the right to disqualify a Partner from future participation in the Promotion if the Partner violates any of the provisions of these Terms and Conditions.

If any Eligible Products which are supplied to Partner under the Promotion are found to have been sold by Partner in violation of these Terms and Conditions, then Mimosa may, in addition to all of its other rights and remedies, undertake one or more of the following actions: invoice Partner for the list price of the applicable Eligible Products; audit Partner’s purchases and invoice Partner for all reasonable costs incurred by Mimosa in the performance of the audit; suspend Partner’s access to price deviations and other Mimosa sales and marketing programs; suspend shipments to Partner; and terminate Partner’s Distribution Agreement with Mimosa.

Partner certifies that it will comply with all laws, licenses, permits, and regulations, including, without limitation, any anti-bribery, export control, conflict of interest, or procurement laws or regulations of any government or other competent authority where the Eligible Products are used (collectively “Applicable Laws”). PARTNER WILL INDEMNIFY AND HOLD MIMOSA AND ITS AFFILIATES HARMLESS FOR ANY VIOLATION BY PARTNER OF ANY APPLICABLE LAWS.

Partner agrees to bear responsibility for the payment of any and all taxes (including any increased individual income or other tax or national insurance liabilities), duty, customs, national insurance and/or licenses and/or other fees or costs that may apply to Partner in connection with the receipt of Eligible Products under the Promotion. Partner acknowledges and agrees that Mimosa may be obliged under applicable local laws to report to Partner’s local tax authorities or customs authorities (or analogous authority) information relating to Partner’s participation in the Promotion. Liability to such taxation or social charges is the sole responsibility of Partner, and Mimosa gives no warranty and accepts no responsibility as to the taxation treatment of the Promotion.

Confidentiality. Any information shared between Mimosa and its Partner(s) related to the Promotion is Confidential Information as defined under the Distribution Agreement.

LIMITATION OF LIABILITY.  Mimosa’s total liability to Partner for any loss or damage arising in connection with this Promotion shall be limited to the recommended retail price of the relevant reward. BY PARTICIPATING IN THE PROMOTION, EXCEPT FOR LIABILITY UNDER STATUTE WHICH CANNOT BE EXCLUDED, PARTNER AGREES THAT MIMOSA, ITS SUBSIDIARIES, AFFILIATES, AND ALL OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS, WILL HAVE NO LIABILITY WHATSOEVER FOR, AND WILL BE HELD HARMLESS BY PARTNER FOR ANY CLAIMS, LIABILITY, OR CAUSE OF ACTION FOR ANY INJURY, LOSS OR DAMAGES OF ANY KIND TO PERSONS OR PROPERTY, DUE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM THE PARTICIPATION IN THIS PROMOTION. FOR THE AVOIDANCE OF DOUBT, NOTHING HEREIN EXCLUDES OR LIMITS THE MIMOSA’S LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT. 

Acknowledgement. By participating in the Promotion, Partner acknowledges that it has read and understood the Promotion’s Terms and Conditions above and that Partner agrees to such Terms and Conditions. Participation in the Promotion does not modify or waive Partner’s obligations under any other Mimosa or Mimosa agreements or arrangements, which shall in all instances, remain in full force and effect.