NavienRewards™ Terms & Conditions

The terms and conditions (“Terms”) set forth below governs the operation and participation in the NavienRewardsTM Program administered by Navien, Inc. (“Navien”), a California corporation (“Program”).

By participating in this Program, you (referred hereafter as “You” “Your” or “ Participant(s)”) hereby represents and warrants that You are a bona fide and authorized representative of Your company or an employee with a valid authorization to register or participate in this Program. As a participant to this Program, You agree to accept these Terms in their entirety, along with Navien’s applicable policies relating to this Program.

Enrollment, Participation .

NavienRewardsTM is a program designed to benefit installation contractors. To participate in this Program, the Participant must meet all requirements of the Program, as determined by Navien in its sole discretion and which may be modified from time to time.

All Participants must successfully enroll into the Program at www.navienrewards.com before participating in the Program.

Each Participant is required to provide its initial qualification by providing taxpayer identification information and also a valid and current trade license within Your jurisdiction. If the jurisdiction does not require a trade license to install Navien products, then Navien may request that other forms of qualification be provided at the time of registration. There is no guarantee that, by submitting Your information on the website that You will be approved for participation in the Program.

To maintain participation in the Program, you must install a minimum of ten (10) Navien units annually as identified in the Current Awards page.

Earning Your Reward Points.

“Reward Points” are earned by Program Participants by registering installations of Navien units at the “Register a Sale” section of the website. No points are provided unless each installation is properly registered and confirmed by Navien as a unit that was validly sold.

Ownership of Reward Points.

The owner of the Rewards Points is the purchaser of Navien units that were purchased from Navien’s distributors, i.e., wholesalers, directly (“Owner”). The Owner may be a Participant. Alternatively, the Owner may designate individuals within their company to enroll into this Program as a Participant. Navien is not responsible for ensuring that such individual registering with this Program has been pre-authorized or pre-approved by the Owner for enrollment as a Participant. Therefore, it is crucial for the Owner to ensure that only authorized individuals are enrolled into the Program.

Each Navien unit sold has a serial number identifying the unit. Likewise, each submission through the “Register a Sale” section of the website will be cross-referenced against Navien’s database. If the submission is determined to be a multiple submission of a single serial number, then the submission will be rejected. Navien is not required to notify the Owner of such attempted registration. It is the sole responsibility of the Owner to ensure that proper submissions are made through the “Register a Sale” section of the website. Please confirm with the Owner regarding Your participation in this Program.

Other Terms of the Program .

This program will begin on January 1, 2017. Any purchase of Navien units invoiced before January 1, 2017 will not be eligible for this Program.

Different point values will be awarded depending on the product registered. Please check the website routinely for any changes to the point values. Periodic promotions may be added at the sole discretion of Navien.

For this Program, a “year” means a calendar year, from January 1 st to December 31st.

Accounts inactive for more than three consecutive months will receive email notification of inactivity before being closed. Participant, and the Owner, forfeits all rights to the NavienRewardsTM earned if the Participant’s enrolled account closes due to inactivity.

Change to the Terms or Program .

Navien reserves the right to modify, suspend or discontinue these Terms and the Program (including reward levels), or terminate Your participation in the Program at any time and for any or no reason, at Navien’s sole discretion, effective upon delivery of written notice via email to contact information provided to Navien upon Your registration in the Program.

Modification or discontinuation of the Terms or the Program will not: (a) entitle Participant to any severance or other compensation; or (b) affect Reward Points a Participant earned before the effective date of the change. A Participant may terminate participation in the Program at any time, for any or no reason, by sending a written notice to marketing@navien.com, which the termination will take effect upon issuance of confirmation of termination by Navien.

Navien reserves the right to change the Terms or to change, suspend or terminate the Program, in whole or in part, at any time and for any reason, which may result in the cancellation of the ability to earn and/or redeem Reward Points, the decrease of Reward Points, and/or the forfeiture of Reward Points. In addition, Navien reserves the right to immediately suspend or disqualify You from the Program, in whole or in part, at any time and for any reason, including but not limited to, violation of any terms and conditions, Navien policies or the Terms, or if You or others have engaged in either suspected fraud or fraud, or misused the Program, as determined by Navien in its sole discretion. Your suspension or termination from the Program may result in the cancellation of the ability to earn and/or redeem Reward Points, the decrease of Reward Points, and/or the forfeiture of Reward Points. If Navien decides to cancel the Program, in its entirety, You will have three months from the date of the cancellation notification to redeem Your Reward Points. Any unredeemed Reward Points remaining after the three month period will be forfeited.

Redemption of Reward Points .

All redemption of Reward Points must be done through the Program’s website. At the sole discretion of Navien, Navien may pay any reward in the form of credit to a Visa debit card issued to the Participant. Participant in the Program earns a reward deposit of equivalent points value on the NavienRewards Visa card when a redemption request is made. Navien can delay payment of rewards pending investigation in its sole discretion, including but not limited to the case of suspected fraud or failure to comply with the Terms and/or Navien’s applicable policies. Navien can audit the sales transaction and require further documentation of the sale from the Participant, and can deny or reclaim any award if the supporting documentation is not provided or the audit reveals that payment is not due. Please note, Navien may require a Participant to submit the IRS Form W-9 for issuance of IRS Form 1099-MISC in compliance with the regulations and guidelines established by the Department of Treasury, Internal Revenue Service.

Use of Information and Publicity, Privacy Policy.

Navien may use, process and transfer the registration information, the name of the Participant, the sales achieved and rewards earned, and any other information relating to Participant’s participation in the Program for any of the following: (i) to enable Navien’s service providers to issue rewards and otherwise assist Navien in administration of the program; (ii) to send emails to Participant during featured promotions or after discontinuation of the Program; (iii) to keep Participants informed regarding any aspects of the Program; (iv) for publicity purposes (including publicity through any internet or media source determined by Navien in its sole discretion); and (v) is otherwise deemed necessary or appropriate by Navien to properly administer the Program. Please review the Privacy Policy on the Program’s website for further information.

Entire Agreement .

There are no oral agreements between the parties affecting these Terms or the Program, and these Terms supersede and cancel any and all previous or contemporaneous negotiations, arrangements, agreements, and understandings, if any, with respect to the subject matter hereof. In the event that any one or more provisions contained herein are held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby and the parties agree to replace such invalid, illegal or unenforceable term or provision with an enforceable and valid arrangement that, in its economic effect, shall be as close as possible to the invalid, illegal or unenforceable term or provision. NO NAVIEN SALES REPRESENTATIVE OR ANY OTHER NAVIEN EMPLOYEE HAS AUTHORITY TO MODIFY OR INTERPRET THE PROGRAM, OR ITS TERMS OR REWARD LEVELS.

Limitation of Liability .

IN NO EVENT SHALL NAVIEN, ITS OFFICER, DIRECTORS, EMPLOYEES, AFFILIATES, PARENT COMPANY, SUBSIDIARIES, ATTORNEYS, AGENTS OR REPRESENTATIVES ("RELEASED PARTIES"), BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, LOST PROFITS OR LOST DATA. THESE LIMITATIONS SHALL APPLY WHETHER OR NOT NAVIEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, REGARDLESS OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN AND REGARDLESS WHETHER CLAIMS ARE BASED ON BREACH OF CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY. UNDER NO CIRCUMSTANCES SHALL THE TOTAL LIABILITY OF NAVIEN EXCEED THE CASH VALUE EQUIVALENT OF THE TOTAL AMOUNT OF REWARD POINTS EARNED BY PARTICIPANT DURING ITS PARTICIPATION IN THIS PROGRAM.

Waiver of Claims .

IN CONSIDERATION OF PARTICIPATING IN THIS PROGRAM, PARTICIPANT ON ITSELF AND ITS AGENTS, REPRESENTATIVES, HEIRS, ASSIGNEES, EXECUTORS, ADMINISTRATORS, AND ALL OTHER PERSON OR ENTITIES CLAIMING THROUGH PARTICIPANT, HEREBY RELEASES AND FOREVER DISCHARGES RELEASED PARTIES FROM ANY AND ALL DAMAGES, INJURIES, CLAIMS AND CLAUSES OF ACTION PARTICIPANT HAS OR MAY HAVE, BOTH REAL AND PURPORTED, KNOWN AND UNKNOWN, FORESEEN AND UNFORESEEN, EXPECTED AND UNEXPECTED, OF EVERY KIND, NATURE, AND CHARACTER ARISING FROM RELATING TO PROGRAM, WHETHER OR NOT ONGOING OR WHICH MAY DEVELOP IN THE FUTURE. PARTICIPANT EXPRESSLY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE, SECTION 1542, WHICH PROVIDES AS FOLLOWS:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

PARTICIPANT ALSO WAIVES ANY PROVISION THAT MAY EXIST UNDER FEDERAL LAW OR THE LAW OF ANY OTHER STATE THAT MAY HAVE JURISDICTION OVER THE CLAIMS OF PARTICIPANT RELEASED HEREIN, WHICH IS SIMILAR IN LANGUAGE, PURPOSE OR EFFECT TO SECTION 1542.

Indemnification.

The NavienRewardsTM Participant agrees to indemnify and hold the Released Parties harmless against any loss, damages, expenses or costs suffered by Navien (including legal fees and costs) or any other liability incurred by Navien arising from: (i) any act, omission or negligence of the Participant, relating to the Program; or (ii) the Participant’s failure to abide by these Terms.

Choice of Law and Arbitration .

These Terms shall be governed by and construed by the laws of California without regard to any conflicts of laws provisions, except that the arbitration provisions herein shall be governed by the Federal Arbitration Act. Any claim or controversy arising out of or relating to the Program or these Terms (including any claim brought against any officer, director, employee or agent of Navien arising out of or relating to the Program or any issue regarding the scope or intolerability of this arbitration provision) will be settled exclusively and finally by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration and Rules and Procedures. All claims in the arbitration proceeding shall be brought only in the individual capacity of a party and not as a plaintiff or class member in any purported class action or representative proceeding. The arbitrator(s) may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. Judgment on the award of the arbitrator(s) may be entered by any court having jurisdiction to do so. Any arbitration or other legal proceedings arising out of or relating to the Program or these Terms shall be brought and heard only in Orange County, California and the parties waive any right to have the proceedings transferred to any other location.