PROMOTION PERIOD: Intermedia’s 2023 High Flyers Circle (the “Promotion”) begins at 12:00 a.m. Pacific Time on January 8, 2023 and ends at 11:59 p.m. Pacific Time on January 7, 2024 (the “Promotion Period”). By participating in the Promotion, each partner unconditionally accepts and agrees to comply with and abide by these Terms and Conditions and the decisions of Intermedia.net, Inc. (“Intermedia”), which shall be final and binding in all respects.
ELIGIBILITY: The Promotion is only open to individuals or entities located in the United States that (a) are registered as (i) a reseller of Intermedia services under Intermedia’s Customer Ownership Reseller (“CORE”) program (excluding distributors) and/or (ii) an advisor under Intermedia’s Advisor program; and (b) have entered into an agreement with Intermedia with respect to such reseller/advisor relationship (“Partners”); provided, however, that, notwithstanding the foregoing, this Promotion is not available to Office Depot or any Intermedia master agents or carrier partners.
If a Partner earns a prize under this Promotion, Partner shall be entitled to designate one (1) representative of such Partner to attend the awarded trip (each, a “Representative”) who: (a) must be a legal resident of the United States and at least 21 years old as of December 31, 2023; (b) if Partner is a legal entity (i.e., not an individual), must be an executive of Partner (defined as vice president or higher), unless otherwise approved in writing by Intermedia; and (c) may bring up to one (1) guest on the awarded trip (each, a “Guest”), who must be at least 21 years old as of December 31, 2023, unless otherwise approved in writing by Intermedia. The Promotion is void where prohibited or restricted by law. Employees, officers, directors and agents of Intermedia and Intermedia’s parent company, 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 under this Promotion.
PROMOTION TERMS: Prizes will be awarded under this Promotion to Partners that increase their total sales of Intermedia Voice-Related Products (as defined below) to end user customers (“Incremental Eligible Sales”) by a minimum of (a) Twenty-Five Thousand Dollars (USD $25,000) in MRR (as defined below) under the CORE program during the Promotion Period (based on the applicable Partner’s buy price for such Intermedia Voice-Related Products) or (b) Thirty Thousand Dollars (USD $30,000) in MRR under the Advisor program during the Promotion Period (based on the applicable Partner’s end customers’ buy price for such Intermedia Voice-Related Products, less the amount of any commissions paid to Partner for such month with respect to such sales), in each case net of churn during such period (i.e., comparing the Partner’s MRR from Intermedia Voice-Related Products as of immediately prior to the beginning of the Promotion Period to the Partner’s MRR from Intermedia Voice-Related Products as of the end of the Promotion Period).
“Intermedia Voice-Related Products” shall mean the following Intermedia services: Intermedia Unite®/Elevate (including the basic versions of SecuriSync®/ShareSync and AnyMeeting®/Online Meeting that are included with a standard user package of Intermedia Unite/Elevate), AnyMeeting/Online Meeting, Contact Center, SIP Trunking, Hosted PBX 2.0 (Phone System) and individual telephony-related services; provided that (a) no more than Five Thousand Dollars (USD $5,000) in sales of Intermedia’s SIP Trunking service will be counted toward satisfying the minimum MRR thresholds required to qualify for an award under this Promotion; and (b) Intermedia may add products to, or remove products from, the definition of “Intermedia Voice-Related Products” at any time, in Intermedia’s sole discretion.
All sales counted toward Incremental Eligible Sales for this Promotion must be based on Intermedia’s standard Master Service Agreement (“MSA”) without modification to the terms and conditions, unless such modifications have been agreed upon in writing by Intermedia. Any sales that are terminated or otherwise canceled for any reason within the first ninety (90) days after the eligible services have been provisioned are not considered Incremental Eligible Sales for the purposes of this Promotion. Accordingly, Intermedia reserves the right to delay the calculation of a Partner’s incremental MRR from Intermedia Voice-Related Products until at least ninety (90) days have lapsed following the end of the Promotion Period. Intermedia will track Promotion results.
“MRR” shall mean the gross fees that (a) with respect to sales under Intermedia’s CORE model, are paid by the applicable Partner or (b) with respect to sales under Intermedia’s Advisor model, are recognized by Intermedia, in accordance with generally accepted accounting principles and regular, established Intermedia practices, in either case on a recurring monthly basis for Intermedia Voice-Related Products; provided that (i) non-recurring fees (including without limitation usage fees); (ii) hardware charges; (iii) service fees for “Not for Resale” (NFR) internal-use-only accounts; and (iv) any local, state, or federal taxes (including without limitation any service fees, sales tax, and/ or gross receipts tax amounts imposed by any competent taxing authority), regulatory recovery or compliance fees, emergency services fees, administrative surcharges, or any other excise or other tax, regulatory fee, recovery fee, or similar charge applicable to the Intermedia Voice-Related Products, are all expressly excluded from the calculation of MRR. Customer charge-backs (as set forth in the written agreement between Intermedia and Partner), bad debt, write-offs or service credits incurred by Intermedia will be offset against MRR. To be included as Incremental Eligible Sales, a sale must be fully booked during the Promotion Period to qualify for this Promotion.
Intermedia reserves the right in its sole discretion to disqualify any Partner for any reason, including tampering with the operation of this Promotion, violating these Terms and Conditions, acting in an unsportsmanlike or disruptive manner, acting with the intent to disrupt or undermine the legitimate operation of the Promotion or to annoy, abuse, threaten or harass any other person, or for any other reason. Intermedia further reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law. This Promotion may be changed or canceled by Intermedia at any time without advance notice. Intermedia shall interpret the terms of this Promotion and resolve any dispute in accordance therewith, in each case in Intermedia’s sole discretion.
PRIZES AND APPROXIMATE RETAIL VALUES (“ARV”): Partners who meet the Incremental Eligible Sales MRR requirements stated under “Promotion Terms” above (and otherwise satisfy the Terms and Conditions of this Promotion) will receive a trip for two (2) (one (1) Representative plus up to one (1) Guest) to a destination to be chosen at Intermedia’s sole discretion (the “Destination”) for five (5) consecutive days and four (4) consecutive nights. Prize includes round-trip economy class air transportation for two (2) (specific air carrier to be chosen at Intermedia’s sole discretion) from a major U.S. airport near Participant’s residence (the “Airport of Origin”) to an airport near the hotel destination (“Destination Airport”) (specific Airport of Origin and Destination Airport to be chosen at Intermedia’s sole discretion); four (4) consecutive nights at a hotel or resort to be chosen at Intermedia’s sole discretion (one room, double occupancy); round-trip ground transportation between (i) Representative’s residence and the Airport of Origin and (ii) Destination Airport and the hotel destination, in each case on an Intermedia-selected shuttle of service; and a meal per diem (One Hundred Fifty Dollars (USD $150) per person per day), which may be awarded as a cash payment or in the form of a pre-paid gift card. ARV: Twelve Thousand Dollars (USD $12,000).
All travel awarded under this Promotion will take place prior to December 31, 2024. The Destination and dates of travel will be determined by Intermedia in its sole discretion; provided that Intermedia will give at least thirty (30) days’ advance notice to all Partners that qualify for a Prize (as defined below) of the required dates of travel.
The actual value of each prize awarded under this Promotion (each, a “Prize”) will depend on airfare fluctuations, Representative’s point of departure/return, the Destination, the hotel selected, the dates of travel, and other factors. If the actual value of a Prize is less than the stated ARV, the difference between such values will not be awarded or paid to Partner, its Representative or any other party in lieu thereof. If a Representative elects to travel without a Guest, no additional compensation will be awarded to Partner, Representative or any other party in lieu thereof. For each Prize, the Representative and Guest (if any) (collectively, “Group Members”) must travel on the same itinerary and possess any and all required travel documents (i.e., valid photo ID, passports, etc.) prior to departure. All travel-related expenses not set forth herein, including but not limited to ground transportation (except as specifically set forth herein), all taxes, non-specified meals, additional occupancy charges, luggage fees, gratuities and tips, internet charges, telephone calls (including fax charges), and incidental resort/hotel and personal expenses are the sole responsibility of the Representative. Accommodations are subject to availability and certain restrictions and blackout dates may apply. Once a trip is booked, any changes made at the request of a Representative or his/her Guest are at the Representative’s expense. Travel must be completed during the specific travel dates set forth herein. The Prize consists of only the items specifically listed herein. All Guests will be required to complete a liability/publicity release before travel will be booked.
A Partner has the right to decline a Prize awarded under this Promotion; however, a Partner that declines the Prize shall not be entitled to any other payment or compensation in lieu of such Prize.
Each Partner and Group Member understands and agrees that Intermedia has the right, in its sole discretion, to disqualify and remove any Group Member from any activity at any time if such Group Member’s behavior at any point is disruptive or may or does cause damage to person, property or the reputation of Intermedia, or an affiliate, or otherwise violates the rules or policies of Intermedia or the applicable resort. Each Partner and Representative acknowledges that they are fully responsible for any actions, claims or liabilities arising out of the acts or omissions of their Guest in connection with any activity or travel associated with this Promotion.
NOTIFICATION AND REQUIRED PRE-BOOKING DOCUMENTATION: Partners who qualify for a Prize will be notified by Intermedia. Each winning Partner and its designated Representative must sign and return an Affidavit of Eligibility/Release of Liability/Publicity Release Form, where permitted, within ten (10) days of Intermedia’s attempted initial notification of the applicable Partner. Each Guest must sign and return both (a) a Release of Liability/Publicity Release Form and (b) a completed Form W-9 (or W-8BEN, as applicable), in each case before any trip will be booked under this Promotion. Failure to comply with these rules, or the return of any prize notifications, tickets or vouchers as undeliverable, will result in disqualification.
GENERAL RULES: By participating in this Promotion, each Partner and Group Member agrees to abide by and be bound by these Terms and Conditions and the decisions of Intermedia, which are final and binding in all matters relating to this Promotion. By accepting the Prize, (a) each Group Member consents to the use of his/her name, photograph or likeness and (b) Partner consents to the use of its name, in the case of both clause (a) and (b) for publicity or advertising purposes without further compensation or permission, except where prohibited by law. Each Partner and Group Member agrees to release and hold harmless Intermedia and the Released Parties 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 a Prize, including liability for personal injury, bodily injury, death, damages, and/or loss. The failure of either Intermedia or the Released Parties to comply with any provision of these Terms and Conditions due to an act of God, act of domestic terrorism, hurricane, war, fire, riot, earthquake, terrorism, act of public enemies, actions of governmental authorities or any other event, incident or circumstance outside of the control of Intermedia and the Released Parties will not be considered a breach of these Terms and Conditions. Intermedia 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.
TAXES: Partner and each Group Member shall be fully responsible for all taxes, including, without limitation, U.S. federal, state and/or local taxes (including, without limitation, income and withholding taxes) imposed in connection with the Prize. Sales taxes on the Prize and any expenses in excess of the Prize amount, and the reporting consequences thereof, are solely the responsibility of Partner and/or the applicable Group Member. Partner or the Group Members may be required to remit to Intermedia an amount to cover the balance or the entire amount, as the case may be, of all applicable withholding taxes at the normal rates required by law (notwithstanding any tax treaties that may provide for lower rates of tax withholding, including exemption from withholding with the satisfaction of qualification requirements) prior to being awarded the Prize, and failure to do so will result in disqualification. Partner and/or Representative, as applicable and as required by law, will receive an IRS Form 1099-MISC reflecting the final actual value of his/her Prize.
LIMITATIONS OF LIABILITY: Neither Intermedia nor any of the Released Parties are 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, or technology outage, whether caused by the sender or otherwise, that prevents or delays transactions from being completed during the Promotion Period, limits Partner’s ability to register for Intermedia’s partner programs or otherwise limits or delays Partner’s ability to satisfy the eligibility requirements for this Promotion; (ii) the unavailability or inaccessibility of any transmissions or telephone or Internet service; (iii) unauthorized human intervention in any part of the Promotion (including without limitation the processing of Incremental Eligible Sales); (iv) electronic, clerical or human error which may occur in the administration of the Promotion or the transmission, receipt or processing of entries, orders or notifications hereunder; 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 the participation in the Promotion by any Partner or Group Member. Without limiting the generality of the foregoing, Intermedia reserves the right, in its sole discretion, to terminate, modify, cancel or suspend the Promotion for any reason, including without limitation 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 Intermedia corrupt the administration, security, or proper administration of the Promotion as determined by Intermedia. Under no circumstances, including negligence, shall Intermedia or the Released Parties be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Partner Sales Portal, the administration of this Promotion, the participation in this Promotion by any entity or individual, or any 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 INTERMEDIA’S WEBSITE AND THE PARTNER SALES PORTAL 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 a Partner, Group Member or other individual to deliberately damage any website or undermine the legitimate operation of this Promotion, including but not limited to any fraudulent claims, may be a violation of criminal and/or civil laws. Should such an attempt be made, Intermedia reserves the right to seek remedies and damages from any such entity or individual, to the fullest extent permitted by law, including criminal prosecution. Intermedia’s failure to enforce any term of these Terms and Conditions shall not constitute a waiver of that provision. Any Partner or Group Member engaging in any of the foregoing activities may be disqualified and will forfeit any Prizes won.
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 Terms and Conditions shall be governed by the laws of the State of California. 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 California. Should there be a conflict between the laws of the State of California and any other laws, the conflict will be resolved in favor of the laws of the State of California.
Version 1.1 (as of June 2, 2023)