Nestlé Professional Program Terms & Conditions

NESTLÉ PROFESSIONAL, INC. (TOGETHER WITH ITS AFFILIATES, “NESTLÉ PROFESSIONAL”) AGREES TO PERMIT YOU (“YOU”, “YOUR”) TO REGISTER FOR OR PARTICIPATE IN A NESTLÉ PROFESSIONAL-SPONSORED INCENTIVE PROGRAM OR OTHER COMPETITION, PROMOTION, PROGRAM OR OFFER (A “PROGRAM”), ONLY IF YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (“T&CS”), WHICH SHALL BE DEFINITIVELY EVIDENCED BY YOUR REGISTRATION FOR A PROGRAM, YOUR SUBMISSION OF A CLAIM UNDER A PROGRAM, OR BY SUCH OTHER CONTRACT FORMATION MECHANISM RECOGNIZED UNDER APPLICABLE LAW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT TAKE ANY PART IN A NESTLÉ PROFESSIONAL PROGRAM.

IF YOU WILL USE WORK EQUIPMENT OR PARTICIPATE IN A PROGRAM IN THE COURSE OF OR IN CONNECTION WITH YOUR EMPLOYMENT, YOU MUST HAVE YOUR EMPLOYER’S PRIOR WRITTEN PERMISSION.

1. Program Rules. You agree to be bound, in addition to these T&Cs, to all terms, conditions, eligibility requirements and other rules published or applied by Nestlé Professional from time to time in respect of a Program (collectively the “Program Rules”). You agree that any reward, payment or other incentive offered in connection with a Program is subject at all times to You correctly and timely registering for such Program, compliance with these T&Cs, and compliance with all of the Program Rules in effect from time to time. Incentives offered through such Program to You are personal to You and cannot be transferred or combined with other offers.  Programs may not be made available to all persons and may not be available in all locations.   Nestlé Professional may use third parties to administer a Program in whole or part, and You acknowledge and agree that Nestlé Professional may require You to register with, provide personal data to, and use, third party services in order to participate in a Program.

2. Only individuals who are of the age of majority in their country of residence and who are employed on a full-time or part-time basis by a participating authorized partner of qualifying Nestlé Professional solutions are eligible to participate in the Program (each, an “Eligible Participant”). If you are unsure if you are an Eligible Participant, please ask your Nestlé Professional Sales Representative.

3. To participate in the Program, an Eligible Participant must register to participate by submitting all required registration information at the Program Website and receive a confirmation of registration via email from either Nestlé Professional or its Program administrator (each, a “Registered Participant”). Each of Nestlé Professional or its Program administrator reserves the right to reject any registration in its sole discretion and may terminate, suspend or cancel any Registered Participant’s right to participate in the Program at any time. Registered Participants are permitted to use the Program Website to claim eligible Rewards (“Qualifying Activities”). Nestlé Professional reserves the right to deactivate and terminate the Program account of any Registered Participant who has failed to complete an activity for one year (12 consecutive months), which deactivation and termination will result in a forfeiture of any Rewards.

4. Payments & Rewards. If a Program entails the payment to You of any monies or distribution of other rewards, (a) Nestlé Professional is the sole final arbiter of whether You (or any other person) are entitled to any such payments/rewards under the Program, and (b) if a payment/reward relates to a particular Nestlé Professional transaction (e.g. an incentive calculated as a percentage of a Nestlé Professional registered deal), then Nestlé Professional shall be entitled in its full discretion to ‘claw back’ such payment/reward, in whole or part, in the event the status of said transaction changes, if non-compliance with these T&Cs or the Program Rules is discovered, if You were ineligible to participate or to receive such payments/rewards, or for any other reason in Nestlé Professional’s sole discretion. You are responsible for all taxes, including income taxes, arising from Your participation in a Program.

5. Warranties. You represent and warrant that (a) if participating in a Program in the course of, or in any way connected to, your employment (or if you are using an employer’s equipment), You have received express prior written consent from Your employer to participate in the Program; (b) you are not a government official, a government contractor, public sector employee or contractor, or candidate for political office (c) there is no contractual, ethical or legal restriction on Your participation in the Program, and such participation does not create any conflict of interest; (d) You will comply with all applicable laws, including without limitation anti-bribery laws applicable in any jurisdiction where You do business and the U.S. Foreign Corrupt Practices Act, and refrain from any action that might be a violation of applicable anti-corruption laws (including making corrupt payments); (e) any payments or rewards furnished by Nestlé Professional under a Program shall not be paid or given to any other person, firm, corporation or other entity, except in payment for a lawful bona fide business purpose authorized by these T&Cs and the Program Rules, (f) You are not relying on any representation or promise not contained in the T&Cs or Program Rules, and (g) You have not offered to pay or give, or authorized any third party to pay or give, and will not offer to pay or give, and will not authorize any third party to pay or give, any money, gift, or any other thing of value, directly or indirectly to any government official or employee; public sector personnel, any political party or official or employee thereof, or any candidate for political office, in order to obtain or retain any business, or secure any improper advantage.

6. Relationship with Nestlé Professional. You are and will remain independent from Nestlé Professional, and nothing in these T&Cs or the Program Rules will be construed as making You an employee, agent, partner or joint venturer of Nestlé Professional. You do not have the authority to bind Nestlé Professional to any obligation or contract, and shall not without Nestlé Professional’s prior written consent attempt to do so or represent to any third party that You have such authority or are connected with Nestlé Professional in any way.

7. Confidentiality. Non-public Nestlé Professional information marked ‘confidential’, ‘proprietary’, or with a similar legend, or which a reasonable person would understand from the circumstances of disclosure to be confidential in nature, shall be treated as confidential, and not used or disclosed except as expressly authorized by Nestlé Professional in writing.

8. Consent to Processing Personal Data. You hereby provide all consent(s) required by law to permit Nestlé Professional to (a) process Your personal data, and (b) provide Your personal data to third party providers, in each case as reasonably necessary for the administration of, or for Your participation in, Program(s). You also consent to being contacted by Nestlé Professional for the purpose of communicating with You about current or future Programs You may qualify for or be interested in, and to otherwise process, store, and use Your personal data in accordance with Nestlé Professional’s privacy policy available at Nestlé Professional.com/agreements. Nestlé Professional shall use appropriate technical and organisational measures designed to ensure the security and integrity of Your personal data while in Nestlé Professional’s possession. Further details of how Nestlé Professional processes personal data, and how to opt out, can be found in Nestlé Professional’s privacy policy available at https://www.nestleprofessional.us/privacy.

9. LIABILITY. Nestlé Professional SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING NESTLÉ PROFESSIONAL’S PAYMENT OBLIGATIONS, IN NO EVENT SHALL NESTLÉ PROFESSIONAL’S AGGREGATE CUMULATIVE LIABILITY FOR CLAIMS ARISING OUT OF A PROGRAM EXCEED USD $100. THE PROGRAMS ARE OFFERED “AS IS” AND “AS AVAILABLE.”  TO THE EXTENT PERMITTED BY LAW, YOU WAIVE ANY AND ALL CLAIMS AGAINST NESTLÉ PROFESSIONAL ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM.

10. Assignment. Any rights accruing to You in connection with a Program are personal and may not be assigned or transferred. All Nestlé Professional’s rights and powers in these T&Cs or a Program inure to Nestlé Professional, its successors and assigns.

11. Disputes. These T&Cs and Your participation in a Program are governed by and construed in accordance with the laws of the State of Illinois without regard to the conflicts of laws provisions. You consent to any controversy or claim arising out of or relating to these T&Cs being settled by arbitration in Chicago, Illinois by one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the arbitral award may be entered in any court having jurisdiction. The prevailing party will be entitled to receive from the non prevailing party all costs, damages and expenses, including reasonable attorneys’ fees. YOU EXPRESSLY HEREBY WAIVE ALL RIGHTS TO JURY TRIAL.

12. Termination; entire agreement; waiver. In the event of any conflict among these T&Cs, Program Rules and any other document, the T&Cs prevail, followed by the Program Rules, followed by other document(s). The published T&Cs and Program Rules represent the entire understanding and agreement of the parties with respect to the subject matter and supersede all other agreements. Nestlé Professional reserves the right to terminate any person’s participation in a Program due to fraud, misuse, or ineligibility, in Nestlé Professional’s sole discretion.  Nestlé Professional may amend these T&Cs or any Program Rules effectively immediately by publishing an amended version(s), and Your continued participation in a Program will signify consent to such amendment. Nestlé Professional’s failure to enforce its rights at any time for any period shall not be construed as a waiver of such rights. Nestlé Professional may terminate or limit a Program at any time.

13. The Program is void where prohibited by law.