Vonage Clover and Ace

VONAGE® BUSINESS
99.999 UPTIME CHALLENGE 2018
PROMOTIONAL RULES

PROMOTION PERIOD: The Vonage® Business 99.999 Uptime Challenge 2018 promotion (“Promotion”) begins on April 1, 2018 and ends on December 31, 2018 (“Promotion Period”).

ELIGIBILITY: The Promotion is only open to master agents and authorized agents (“Participants”) who: (a) are at least 18 years old (except residents of AL and NE who must be at least 19 years old and residents of MS who must be at least 21 years old) as of the date of this Promotion; and (b) have directly or indirectly entered into a written agreement with Vonage Business Networks Inc., Vonage Business Inc. or other affiliate of Vonage Holdings Corp (collectively, the “Company”). Void where prohibited or restricted by law. Employees, officers, directors and agents of Company, and companies involved in the design, implementation, and execution of these Terms and Conditions, their respective parent companies, affiliates, subsidiaries, vendors, and advertising/promotional agencies (collectively, the “Released Parties”) and their immediate family members (mother, father, sister, brother, husband, wife, daughter, son, step-father, step-mother, step-daughter, step-son, step-brother, step-sister, half-brother, and half-sister and spouses of each) and/or those living in the same household of each are not eligible to participate or win a prize.

PROMOTION TERMS: Prizes (as defined in the Cash Award section below) will be rewarded to the top performing agent(s) and/or master agent(s) who meets the New Sales MRR requirements of Vonage® Business Services per quarter during the Promotion Period. In addition to the cash prizes, one (1) Grand Prize will be awarded to the top performer (as decided by Vonage in its sole discretion) for each of the three categories as listed in the award and prizes section below. Vonage reserves the right in its sole discretion to change or modify the prizes, terms and conditions and/or cancel the Promotion entirely at any time.

“New Sales” shall mean sales to end user customers (individuals or entities, including any affiliated individuals or entities) that have not previously purchased Company products or services; originated by the agent and does not include sales that are sourced by Vonage. All New Sales must be on Company’s standard service agreements and without modification to the terms and conditions. Any sales that are terminated or otherwise canceled for any reason prior to installation or within the first ninety (90) days of the initial service term are subject to full chargeback and recovery of the upfront payment from agent and are not considered New Sales for the purposes of this promotion. Customer chargebacks (as set forth in the written agreement between Company and agent), bad debt, write-offs or service credits incurred by Company will be offset against MRR. All MRR must be sold pursuant to the Company’s standard service order agreement and priced at the applicable standard retail pricing. New Sales must be completed and qualify as commissionable sales under the applicable agent agreement (i) within that specific quarter to qualify for the quarterly Prize; and/or (ii) on or before December 31, 2018 to qualify for the end of year Prizes.

“MRR” shall mean monthly recurring net charges billed by Company for Company services, including usage charges, and Company-approved one-time installation charges, but excluding charges for non-recurring charges, equipment and equipment-related, shipping, taxes, duties, e-911 fees, regulatory fees, USF, set-up fees and recovery fees, early termination fees and buyout fees.

CASH AWARD AND PRIZES: Below are the cash awards and gifts (“Prizes”) Vonage will award to its agents and master agents under this Promotion. The total Approximate Retail Value (“ARV”) of all the Prizes awarded is $900,000.

Quarterly Prizes:
  • Master Agents:
    • $99,999 cash (3 awards)
    • MRR Minimum: $40,000
  • Agents with 11+ Seats
    • $33,333 cash per region (East, Central, West) (9 awarded)
    • MRR Minimum: $11,000
  • Agent with 1-10 Seats
    • $11,111 cash per region (East, Central, West) (9 awarded)
    • MRR Minimum: $6,000
Grand Prizes (Top performer throughout the entire Promotional Period):
  • Master Agents:
    • Porsche 911 Car or $99,999 Bonus Cash (1 award)
    • MRR Minimum: $130,000
  • Agents with 11+ Seats
    • BMW 330 Car or $49,999 Bonus cash (1 award)
    • MRR Minimum: $33,000
  • Agent Sales of 1-10 seats
    • Harley Davidson or $ 19,999 cash (1 award)
    • MRR Minimum: $18,000

NOTIFICATION AND AWARD PAYOUT: Participants who qualify for the Prizes will be notified by a Vonage representative. Quarterly cash Prize awards will be disbursed in the month immediately following the quarter in which it was awarded. The end-of-year Grand Prize award will be disbursed within the first quarter of 2019. Participants who select the automobile or motorcycle as a Prize may have to sign and return an Affidavit of Eligibility/Release of Liability Form, where permitted, within ten (10) days of receipt of the Prize.

GENERAL RULES: By participating in this Promotion, participants agree to abide by and be bound by these Promotional Rules and the decisions of the Vonage, which are final and binding in all matters relating to this Promotion. All federal, state and local taxes are the sole responsibility of participant. All federal, state and local laws and regulations apply. Vonage will report value of the Prize as required by law. participant will be issued an IRS Form 1099 for the retail value of the Prize and is advised to seek independent counsel regarding the tax implications of his/her respective prize winnings. Prize participant is solely responsible for the actions of any guest during trip. By accepting the Prize, participant consents to the use of his/her name, photograph or likeness for publicity or advertising purposes without further compensation or permission, except where prohibited by law. Participants agree to release and hold harmless Vonage and its affiliates, from any and all liability with respect to or in any way arising from or in connection with this Promotion and/or acceptance or use of the Prize, including liability for personal injury, bodily injury, death, damages, and/or loss. The failure of either Vonage or the Released Parties to comply with any provision of these Promotional Rules due to an act of God, act of domestic terrorism, hurricane, war, fire, riot, earthquake, terrorism, act of public enemies, actions of governmental authorities outside of the control of either (except compliance with applicable codes and regulations) or other force majeure event will not be considered a breach of these Promotional Rules. Vonage and the Released Parties are not responsible for any typographical or other error in the printing, the offering, or the announcement of any prizes or in the administration of the promotion.

LIMITATIONS OF LIABILITY: Vonage is not responsible for: (i) technical failures of any kind, including but not limited to the malfunctioning of any computer, cable, network, hardware or software, delay in operation or transmission, communications line failure, technology outage, theft or destruction or unauthorized access to, or alteration of entries, whether caused by the sender or any of the equipment or programming associated with or utilized in the Promotion; (ii) the unavailability or inaccessibility of any transmissions or telephone or Internet service; (iii) unauthorized human intervention in any part of the entry process of the Promotion; (iv) electronic, clerical or human error which may occur in the administration of the Promotion or the transmission, receipt or processing of entries or notification of participants; or (v) any injury or damage to persons or property, including but not limited to entrant’s computer, hardware or software, which may be caused, directly or indirectly, in whole or in part, from entrant’s participation in the Promotion. Without limiting the generality of the foregoing, Vonage reserves the right, in its sole discretion, to terminate, modify, cancel or suspend the Promotion if fraud, misconduct, technical failures including any network server or hardware failure, viruses, bugs, errors in programming, security, or any other errors or other causes beyond the control of Vonage corrupt the administration, security, or proper administration of the Promotion as determined by Vonage. In the event of termination of this Promotion, you will be notified by your manager and/or Vonage’s internal communications. Under no circumstances, including negligence, shall Vonage be liable for any direct, indirect, incidental, special or consequential damages that result from the breach of any warranty. This exclusion or limitation of liability will not apply to the extent that any applicable statute prohibits such exclusion or limitation of liability. WITHOUT LIMITING THE FOREGOING, EVERYTHING ON VONAGE’S WEB SITE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES; CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS REGARDING THESE LIMITATIONS OR RESTRICTIONS. Any attempt by an entrant or other individual to deliberately damage any web site or undermine the legitimate operation of this promotion, including but not limited to any fraudulent claims, may be a violation of criminal and civil laws. Should such an attempt be made, Vonage reserves the right to seek remedies and damages from any such individual, to the fullest extent permitted by law, including criminal prosecution. Vonage’s failure to enforce any term of these Promotional Rules shall not constitute a waiver of that provision. Any participant engaging in any of the foregoing activities may be disqualified and will forfeit any prizes won. Vonage is not responsible for any incorrect or inaccurate information, whether caused by entrants, printing errors or by any equipment or programming associated with or utilized in the Promotion; nor is Vonage responsible for technical failures of any kind, including but not limited to malfunctions, interruptions or disconnections in phone lines or network or software, unauthorized human intervention in any part of the entry process or the Promotion, technical or human error which may occur in the administration of the Promotion or the processing of entries; or any injury or damages to persons or property which may be caused, directly or indirectly, in whole or in part, from entrant’s participation in the Promotion.

APPLICABLE LAWS AND JURISDICTION: This Promotion is subject to all applicable federal, state, and local laws and regulations. Issues concerning the construction, validity, interpretation and enforceability of these Promotional Rules shall be governed by the laws of the State of Georgia. All disputes arising out of or connected with this Promotion will be resolved individually, and without resort to class action, exclusively by a state or federal court located in the State of Georgia. Should there be a conflict between the laws of the State of Georgia and any other laws, the conflict will be resolved in favor of the laws of the State of Georgia. All judgments or awards shall be limited to actual out-of-pocket damages (excluding attorneys’ fees) associated with participation in this Promotion and shall not include any indirect, punitive, incidental and/or consequential damages.