BLACKBERRY PARTNER PROTECT & EARN PROGRAM TERMS AND CONDITIONS

Summary:


BlackBerry’s Partner Protect & Earn Program (the “Program”) is intended to offer BlackBerry Partners’ Sales Representatives and/or Technical Sales Representatives (“Participants”) direct rewards for selling certain BlackBerry software and services to new, BlackBerry end user customers. Participation in the Program and payment of any reward is subject to the terms and conditions described below. By participating in the Program, Participants agree to these Program terms and conditions.


Eligibility:
In order for Participants to be eligible to participate, the following requirements must be met:
1. Participants must obtain express approval from their employer (i.e. the BlackBerry Partner) to take part in the Program. It is the responsibility of the Participants to obtain such approval and provide proof of such approval to BlackBerry upon request. In the event the BlackBerry Partner does not grant its approval for the Participant to participate, BlackBerry may, in its sole discretion, allow the BlackBerry Partner to participate directly.


2. BlackBerry Partner must be enrolled in the BlackBerry Partner Program as a Solution Provider or MSSP at one of the following tiers throughout the term of Program: Emerald, Platinum or Gold.

3. BlackBerry Partner must have entered into (and be in compliance with) a current and valid BlackBerry Reseller Agreement or MSSP Agreement, as applicable (“BlackBerry Agreement”). If BlackBerry Partner is unsure if it has entered into a valid BlackBerry Agreement that qualifies it or the Participants to participate, the BlackBerry Partner may contact its BlackBerry channel account manager to confirm.

4. Participants must have completed applicable BlackBerry Sales or Technical Sales Accreditations offered for the eligible products and services prior to submitting the deal for approval.

5. Participants must not be a BlackBerry employee.
Additionally, for a deal to be eligible for inclusion in the Program, the following requirements must also be met:


6. The deal must be registered in advance, but no earlier than July 1, 2021, and approved by BlackBerry for inclusion in the Program. Deal registration and approval cut off: February 28, 2022. Note: All deal registrations will typically be approved or rejected by BlackBerry within three (3) business days. BlackBerry reserves the right to reject any deal registration at its sole discretion and is under no obligation to provide a reason for any such rejection.

7. The applicable end user customer must not have placed an order accepted by BlackBerry (either directly or indirectly) between July 1, 2019 and June 31, 2021.

8. BlackBerry will evaluate public sector end user deals for inclusion in the Program on a case by case basis and may exclude such deals at any time in its sole and absolute discretion.


9. Further, the applicable deal must:
(a) be a direct sale to the end use customer and not through another partner (note, however deals done through multiple tiers are eligible, but only the partner selling to the end user will be eligible for the reward);
(b) include one or more of the following products: BlackBerry Protect, BlackBerry Persona, BlackBerry Optics, BlackBerry Gateway, BlackBerry Guard, BlackBerry Alert, BlackBerry AtHoc, BlackBerry UEM Suite, BlackBerry UEM Express Suite, BlackBerry UEM Notification, BlackBerry BBM Enterprise, BlackBerry 2FA, BlackBerry Analytics, BlackBerry Access, BlackBerry Secure Editing, BlackBerry Dynamics, BlackBerry Workspaces, BlackBerry Digital Workplace, BlackBerry Cyber Suite, and BlackBerry Spark Suite. Note: all other products and services are not eligible under the Program and will be excluded from the calculation of any rewards.


10. Deals registered and approved by BlackBerry must be closed by the placement of a non-cancellable order between the Partner and BlackBerry no later than: May 31, 2022 at 11:59 pm Eastern Time. Note: where the deal is a qualifying monthly MSSP contract, then the first month of the contract term must have been booked and invoiced by BlackBerry on or before May 31, 2022.

Incentive Offered:
BlackBerry will pay the Participant the applicable Reward Value as described below subject to the terms and conditions contained herein.

All amounts are calculated in USD. If necessary, the TCV calculation of a deal will be converted to USD based on the standard daily exchange rate as published by Bloomberg on the date the deal’s invoice is created. Deal TCV will fall within a reward tier at the nearest lower dollar amount and cannot be rounded up to the nearest higher dollar amount. For example, a qualifying deal at $2,500.51 TCV will fall into the $1,000 - $2,500 reward tier.




* Reward Value is paid on the non-cancelable Total Contract Value (TCV). “TCV” means: amount received by BlackBerry (after all discounts, credits, special pricing, taxes, etc. and minus any other products and services not included in the Program). For clarity, TCV on deals sold through distribution is calculated based on the transaction between BlackBerry and its distributor and not the deal between the distributor and the end partner or between the end partner and the BlackBerry end user. Subsequent deals must meet all eligibility requirements and be for new end user customers as described above. Once a deal is sold to a particular customer, subsequent deals to that same customer will not qualify.


▪ Depending on the type of BlackBerry Partner, each deal must meet a minimum TCV to be eligible for the incentive, as follows:


▪ Only those eligible products and services included in the initial qualifying deal will be considered for the incentive. For example, if the customer purchases additional software or services at a future date including by exercising an option that was included on the original, qualifying deal, that purchase will not be eligible for a new or increased payout under this Program.


Payment of Incentives​​​​​​​
▪ Payout form: digital prepaid Mastercard
® (or other such prepaid card determined by BlackBerry) directly to the Sales Representative and, where applicable, to the Technical Sales Representative or BlackBerry Partner. Any incentives awarded must be redeemed within twelve (12) months of the award date, otherwise such incentive will be forfeited and no longer valid.
▪ Recipients: The Sale Representative and the Technical Sales Representative must be separate individuals. There may only be one (1) Sales Representative and one (1) Technical Sales Representative for each qualifying deal. The individuals must have documented involvement in the deal and must be able to provide evidence for verification by BlackBerry on request. After the eligible deal closes, no additional names may be added, and no changes will be made to the Participants. BlackBerry reserves the right to change the form of payout in its sole discretion.


▪ Participant is solely responsible for the reporting and payment of all applicable taxes or other amounts payable arising from or related to the payout; however in certain jurisdictions a tax statement may be issued.


▪ Prepaid Card Terms: Use your card everywhere Mastercard is accepted. Card is issued by The Bancorp Bank, Member FDIC, pursuant to license by Mastercard International Incorporated. Mastercard is a registered trademark, and the circles design is a trademark of Mastercard International Incorporated. Your use of the prepaid card is governed by the Cardholder Agreement, and some fees may apply. This is not a gift card. Please note that prepaid cards are subject to expiration, so pay close attention to the expiration date of the card. The prepaid card is subject to the terms and conditions as made available by the third party provider. Additional terms and conditions may also be imposed by BlackBerry’s third party program management partner. Registration and the provision of personal information will be required in order to qualify and/or receive any reward. BlackBerry shall not be liable for any claim relating to the provision, use or loss of the prepaid card.


▪ Payment frequency: Rewards will be made available for redemption to the applicable Participant within thirty (30) days from the end of the month in which the qualifying deal has closed. For monthly MSSP contracts, rewards will be made available within thirty (30) days from the end of the month in which the contract is booked and the first monthly invoice is issued by BlackBerry to MSSP for payment.


▪ Payment is contingent upon and subject to the Participants’ strict compliance, at all times, with the terms and conditions of the Program, as well as the associated BlackBerry Partner meeting the requirements applicable to such BlackBerry Partner stated herein, as well as the applicable BlackBerry Partner agreement.

Additional Terms and Conditions:
1. The Program commences on July 1, 2021 and ends no later than May 31, 2022.


2. Participants understand and agree that if the BlackBerry Partner is participating in any other BlackBerry incentive program for a specific deal, this Program is not available for such deal or any part thereof. Only one offer may be used for each deal.

3. Participants must comply with all applicable laws and regulations as well as their employer’s code of conduct.

4. Participants shall not be considered employees of any BlackBerry entity and shall have no right to any employment benefits whatsoever.

5. BlackBerry reserves the right to modify or cancel this Program, without prior notice, at any time without obligation or liability to any party. The Program terms and conditions may only be modified by BlackBerry in writing.

6. BlackBerry Partners and/or Participants may be disqualified by BlackBerry in its sole discretion, including but without limitation, for any act or omission (or attempted act or omission) that is or would reasonably be considered: (i) fraudulent; (ii) interfering with the operation of the Program, including any website or portal used in connection to the Program, in a way that would impact the administration, security, fairness, integrity or proper conduct of the Program; or (iii) tampering with the entry process or reward redemption process, or benefiting from such tampering.

7. This Program is void where prohibited by law.

8. In the event of a conflict between any terms and conditions herein and any BlackBerry materials or other information describing the Program, the terms and conditions contained herein shall prevail.

9. The collection and use of any Participant’s personal data will be in accordance with BlackBerry’s Privacy Notice which may be reviewed at: www.blackberry.com/privacy. Further, it may be necessary for BlackBerry to share certain personal data with the prepaid card provider(s) and/or a third party program management partner solely to facilitate the management and payout of rewards to eligible recipients. By participating in the Program, the Participant expressly consents to BlackBerry sharing its personal data with such third party provider(s) and/or the third party program management partner for those purposes.

10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(a) IN NO EVENT SHALL BLACKBERRY BE LIABLE FOR: (I) INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES; AND (II) LOST PROFITS, REVENUE OR EARNINGS; AND
(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BLACKBERRY EXCEED ONE THOUSAND ($1,000) USD; AND
(c) THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET OUT IN THIS AGREEMENT SHALL APPLY: (I) WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY LIABILITY OR ANY OTHER THEORY OF LIABILITY; (II) WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR POSSIBILITY HAS BEEN DISCLOSED TO BLACKBERRY; AND (III) TO BLACKBERRY, ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS, SERVICE PROVIDERS, CONTRACTORS, SUCCESSORS AND ASSIGNS.


11. Applicable Law and Jurisdiction. The Program (including these Program terms and conditions) shall be governed by and construed in accordance with the laws as specified below (“Governing Law”), excluding conflicts of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods. Except as expressly provided herein, each party irrevocably consents and submits to the exclusive jurisdiction of the courts as specified below and waives any objection thereto on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law. As set out below, the Participant’s address shall determine the Governing Law of this Program and the contracting BlackBerry entity. Where Participant’s address is located in:
(a) Canada, Caribbean, South America, or any other region or country not listed in subsections (b) - (d) inclusive below: “BlackBerry” means BlackBerry Limited and the Governing Law is the laws of the Province of Ontario, Canada and the courts of the city of Toronto, Ontario, Canada shall have exclusive jurisdiction;
(b) United States of America and Japan: “BlackBerry” means BlackBerry Corporation and the Governing Law is the laws of the State of California and the courts of the county of Santa Clara, California, U.S.A. shall have exclusive jurisdiction;
(c) Europe, the Russian Federation, Middle East or Africa: “BlackBerry” means BlackBerry UK Limited and the Governing Law is the laws of England and Wales and the courts of the city of London, England shall have exclusive jurisdiction; and
(d) Asia-Pacific (excluding Japan): “BlackBerry” means BlackBerry Singapore Pte. Limited and the Governing Law is the laws of the Republic of Singapore and the courts of the Republic of Singapore shall have exclusive jurisdiction.


12. Dispute Resolution.
(a) Any dispute, claim or controversy (collectively “Claims”) arising out of or relating to this Program involving BlackBerry Corporation (or other BlackBerry entity where the Program Participant’s address is in the United States of America or Japan), including the determination of the scope, applicability or adjudicative process associated with this Agreement, shall be submitted to and determined by arbitration in the county of Santa Clara, California, U.S.A. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. For Claims of five million United States dollars ($5,000,000), or less, the arbitration shall be administered pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Any judgment awarded by JAMS may be entered in any court having jurisdiction.
(b) With respect to any dispute, claim or controversy arising out of or relating to this Agreement involving BlackBerry Limited, BlackBerry UK Limited and BlackBerry Singapore Pte. Limited or other BlackBerry entity not covered by 12(a), the parties waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement.