1.  Promotion Period

The "Switch to Alcatraz AI" promotion (the “Promotion”) is valid from November 18, 2024, through February 14, 2025, inclusive (the “Promotion Period”). Orders must be completed within the Promotion Period to qualify for the discounts described below. Alcatraz AI reserves the right to reject any orders received after this period.

2. Promotion Overview

During the Promotion Period, Alcatraz AI offers new customers a discount of up to 20% off per Rock or Rock X unit, contingent on the replacement of at least 10 existing biometric access control systems with Alcatraz AI's Rock or Rock X facial authentication solutions (collectively, the “Qualifying Units”). Discounts apply based on the total number of units ordered per product and are calculated according to the discount structure specified in Section 3.

3. Discount Structure

The following discount structure applies based on the quantity and type of Qualifying Units ordered within a single transaction:

For the Rock solution:

• 10-20 units: 5% off per unit
• 21-50 units: 8% off per unit
• 50+ units: 10% off per unit

For the Rock X solution:

• 10-20 units: 10% off per unit
• 21-50 units: 15% off per unit
• 50+ units: 20% off per unit

Note: The discount percentages are cumulative only for units within the same product category (i.e., Rock or Rock X) and do not apply to combinations of both products.

4. Eligibility Requirements

To qualify for this Promotion, customers must meet all of the following eligibility requirements:

• Minimum Quantity Requirement: The customer must purchase at least 10 Qualifying Units to replace existing biometric access control systems.

• New Customers Only: This Promotion is exclusively available to new customers. An individual or business qualifies as a new customer if they have not previously placed an order with Alcatraz AI. Existing customers, customers with pending orders, or customers with open quotes from Alcatraz AI prior to the Promotion Period are not eligible.
• Authorized Distributor or Partner Purchase Requirement: Orders must be made through an authorized Alcatraz AI distributor or partner to be eligible for this discount.

Alcatraz AI reserves the right to verify eligibility and may reject orders that do not meet the specified requirements.

5. How the Promotion Works (Discount Application and Terms of Transfer)

• Credit Application: Eligible discounts will be applied as a credit on the distributor or partner’s order, under the condition that this credit be passed through to the End User (the customer ultimately utilizing the Qualifying Units).
• Final Discount Determination: The final discount rate per unit will be based on the total quantity ordered and the specific product purchased (Rock or Rock X), as outlined in Section 3.
• Non-Transferability: Discounts are non-transferable, non-redeemable for cash or other compensation, and cannot be combined with any other discounts or promotional offers unless expressly authorized in writing by Alcatraz AI.

6. Exclusion of Pre-Existing or In-Process Deals

This Switch Campaign does not apply to any deals, transactions, or agreements that were in place, under negotiation, or in progress prior to November 18, 2024, the Effective Date of this Campaign. Any deals or sales initiated before the start of this Campaign or promotional offer are not eligible for benefits, rebates, or discounts under this Campaign. This exclusion applies regardless of the status of the deal, whether it is pending, completed, or still in progress.

7. Additional Terms and Conditions

• Discount Limitations: Discounts are limited to the specified quantities and are applicable only to orders made during the Promotion Period. Retroactive discounts or refunds will not be provided on previous purchases or for purchases made outside the Promotion Period.
• Non-Combination with Other Offers: This Promotion may not be combined with any other offers, promotions, discounts, or special pricing unless specifically authorized in writing by Alcatraz AI.
• Modification or Termination of Promotion: Alcatraz AI reserves the right, in its sole discretion, to modify, suspend, or discontinue this Promotion, in whole or in part, at any time without prior notice. Modifications may include adjustments to eligibility requirements, discount percentages, or other terms. Any changes will be posted on the Alcatraz AI website or communicated to authorized distributors and partners. Such changes are binding upon publication.
• Limitations of Liability: Alcatraz AI disclaims any liability for direct or indirect damages, losses, costs, or expenses resulting from any delay, change, suspension, or termination of this Promotion. Alcatraz AI will not be liable for any incidental, consequential, or punitive damages, including but not limited to lost profits, business interruption, or lost savings, arising from or in connection with this Promotion.
• Compliance with Local Laws: This Promotion is void where prohibited by law. Participants are responsible for ensuring that their participation in the Promotion complies with all applicable laws, rules, and regulations.

8. Governing Law and Dispute Resolution

These Terms and Conditions are governed by the laws of the State of California, without regard to its conflict of law principles. Any dispute, claim, or controversy arising out of or in relation to this Agreement, including its breach, enforcement, or interpretation, must be settled via arbitration in California, under JAMS Streamlined Arbitration Rules, notwithstanding any differing laws that might be applicable under the Federal Arbitration Act (FAA). The arbitration will be administered by JAMS under JAMS Streamlined Arbitration Rules and Procedures and following the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause does not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

9. Data Privacy

By participating in this Promotion, customers and partners acknowledge that Alcatraz AI may collect, process, and store certain personal information required to administer the Promotion and process orders. Alcatraz AI will handle any collected personal information under its Privacy Policy, which complies with applicable data privacy laws, including the California Consumer Privacy Act (CCPA) and other relevant regulations. By accepting these Terms and Conditions, customers consent to the collection and use of their personal data for the purposes of this Promotion and affirm that they have reviewed and accepted Alcatraz AI’s Privacy Policy.

10. Acceptance of Terms

By participating in the Promotion, customers, and partners acknowledge and accept these Terms and Conditions. Submission of an order under the Promotion constitutes acceptance and agreement to comply with these Terms in full.

11. Precedence of the VAR Agreement

In the event of any conflict or inconsistency between these Terms and Conditions and the terms of an authorized distributor or partner’s Value-Added Reseller (VAR) Agreement with Alcatraz AI, the VAR Agreement shall govern and control. If any matters are unclear or not addressed in these Terms, the provisions of the VAR Agreement shall take precedence and apply.