Deal Registration Program Terms and Conditions

These Deal Registration Program Terms and Conditions ("Terms") establish the rules for submitting, reviewing, administering, and applying benefits or exceptions to deal registrations under the Rafay Partner Elevate Program ("RPEP") through the Deal Registration Program (the "Deal Registration Program"). The program is operated by Rafay Systems, Inc. and its affiliates ("Rafay"). A Partner agrees to be bound by the version of these Terms then in effect upon the earliest of: (i) submitting a Deal registration, (ii) accepting pricing made available for a registered Deal, or (iii) placing an order connected with a registered Deal, regardless of whether the registration is subsequently approved.

1. Program Eligibility

1.1. A company may participate only if it (a) is enrolled in at least one RPEP Partner track - Referral Partner, Solution Provider / Value-Added Reseller, System Integrator, Managed Service Provider, Authorized Distributor, Cloud Service Provider (including neocloud and sovereign AI cloud operators), or OEM / Embedded Partner; (b) has a current Registered, Select, or Elite program tier; and (c) has an applicable Partner Agreement in effect where required for the applicable Sales Motion and remains in good standing with Rafay. Each qualifying company is a "Partner," and together they are "Partners."

1.2. When a registration is submitted and throughout the Registration Term, Partner must have at least one person with a current Rafay Sales Accreditation. If the Deal includes the Rafay AI Suite, GPU PaaS, Token Factory, or a Rafay-powered as-a-service offering, Partner must also have at least one person with a current Rafay Platform technical certification. An Elite Partner must maintain at least two individuals with current technical certifications.

1.3. The following transactions are outside the Deal Registration Program even if Sections 1.1 and 1.2 are otherwise satisfied:

A. A transaction involving any intermediary or other entity other than the End Customer, that is not enrolled in RPEP;

B. Products or services acquired for Partner's own internal use, demonstration, lab, training, or development activities, which are not eligible for Deal Registration unless Rafay approves otherwise in writing;

C. Rafay Platform purchases made through self-service, free-tier, trial, community-edition, cloud-marketplace pay-as-you-go, or credit-card channels;

D. A renewal of an existing Rafay subscription when the registering Partner is not the incumbent Partner of Record, unless Rafay provides written approval under Section 7.4;

E. A North American opportunity that is covered by a Public Tender after that Public Tender has been published, as further described in Section 3.5(A); and

F. An opportunity for the same Eligible Offering where the End Customer already has an active direct Rafay subscription (as described in Section 8.1(B)), unless Rafay accepts the registration as a co-sell opportunity under Section 3.2.

1.4. Partners established in the European Economic Area ("EEA"), Switzerland, or the United Kingdom may, subject to their applicable Partner Agreement and Rafay’s authorization, sell throughout that territory. If Partner's contracting entity is located in a different country from the End Customer's intended deployment location, the registration must identify both countries. Rafay may require a cross-border sales notification before approval.

2. Defined Terms

Capitalized terms used in these Terms are defined in this Section 2 or elsewhere in these Terms.

2.1. "ACV" means the annualized subscription fees attributable to Eligible Offerings in a Deal, calculated using Rafay's then-current list prices before taxes, duties, and other charges, and used solely for registration-eligibility and classification purposes unless otherwise specified. Only Rafay offerings are included. Third-party software, hardware, cloud-infrastructure consumption, and Partner-delivered services are excluded from the calculation. 

2.2. “Authorized Distributor” means a Partner enrolled in the Authorized Distributor track of RPEP and authorized by Rafay to distribute Eligible Offerings to reselling Partners.

2.3. "Deal" means one identified commercial opportunity involving a named End Customer that is expected to obtain Eligible Offerings through Partner by resale, by referral to Rafay, or through a Partner-hosted, Partner-operated, or Partner-distributed service or product in which the Eligible Offerings are embedded.

2.4. "Deal Registration Tool" means the deal-registration functionality provided to Partners through the Rafay Partner Site (“Rafay Partner Site” means the partner portal located at www.rafay.co/deal-registration).

2.5. "Eligible Offerings" means those Rafay Platform subscriptions, product suites, support services, and professional services that Rafay designates from time to time as eligible for the Deal Registration Program.

2.6. “Elite Partner” means a Partner enrolled in RPEP at the Elite program tier.

2.7. "End Customer" means the legal entity that will use the Eligible Offerings for its own internal purposes. For a CSP, neocloud, sovereign AI cloud, or Managed Service Provider Partner, it means the entity that contracts with Partner for the service into which the Eligible Offerings are incorporated; provided that, in a multi-tenant deployment, Rafay may require Partner to identify material downstream accounts and may treat each such account as a separate End Customer for registration purposes.

2.8. “GPU PaaS” means Rafay’s GPU-accelerated platform-as-a-service offering.

2.9. "Order Form" means the ordering document executed under the Rafay Master Subscription Terms or, where applicable, under the Partner Agreement, through which Eligible Offerings are purchased.

2.10. "Partner Agreement" means any written agreement then in effect between Rafay and Partner that governs or authorizes the Sales Motion applicable to a Deal, including any reseller, distributor, OEM / embedded, managed service provider, cloud service provider, referral, or other partner agreement executed or accepted by Rafay and Partner. If more than one such agreement is in effect, the Partner Agreement is the agreement that governs the transaction to which the relevant Deal relates. Where the applicable Sales Motion does not require a separate Partner Agreement, these Terms govern Partner's participation in the Deal Registration Program.

2.11. "Partner of Record" means the Partner shown in Rafay's systems as associated with a particular End Customer subscription.

2.12. "Public Tender" means an RFP, ITT, IFB, IDIQ vehicle, framework agreement, or comparable procurement process conducted by a government entity or any department, agency, instrumentality, state-owned enterprise, or other public-sector body subject to applicable public-procurement rules.

2.13. “Rafay AI Suite” means Rafay’s suite of AI and machine learning platform offerings and related services.

2.14. “Rafay Master Subscription Terms” means Rafay’s standard end-customer subscription terms and conditions governing the use of Eligible Offerings.

2.15. “Rafay Partner Code of Conduct” means Rafay’s code of conduct and ethical standards for Partners, as published on the Rafay Partner Site and updated from time to time.

2.16. “Rafay Sales Accreditation” means the sales training and certification program designated by Rafay for Partners to demonstrate foundational knowledge of Rafay solutions.

2.17. “RPEP Agreement” means the Rafay Partner Elevate Program agreement executed between Rafay and Partner governing Partner’s participation in RPEP.

2.18. "Registration Term" means the period described in Section 5 during which an approved Partner may receive the benefits associated with a Deal registration.

2.19. "Sales Motion" means the transaction model recorded for the Partner in the Rafay Partner Site: referral, resale, distribution, or managed / embedded service.

2.20. “Solution Provider” means a Partner enrolled in the Solution Provider / Value-Added Reseller track of RPEP.

2.21. “Token Factory” means Rafay’s token-based AI inference and deployment offering.

3. Requirements for Registration

Rafay may approve a Deal registration only when the requirements below are met, as determined by Rafay in its sole discretion.

3.1. The submission must be complete and tied to a specific opportunity. At a minimum, it must include the End Customer's correctly stated legal name and primary domain; at least one named business or technical contact; the expected deployment environment or environments (such as public cloud, private data center, colocation, bare-metal GPU cluster, edge, or sovereign region); the proposed Eligible Offerings; anticipated scale, such as GPUs, nodes, clusters, tenants, or projected token volume; estimated ACV; expected close date; the applicable Sales Motion; and any known competing solutions or vendors under evaluation by the End Customer. If the Eligible Offerings will form part of a Partner-operated service, the registration must also identify that service and, if known when submitted, the downstream customer segment or named account.

3.2. The same End Customer and Eligible Offerings must not already be the subject of a Rafay-led sales effort. A registration will ordinarily not qualify if Rafay's systems show an active Rafay-originated opportunity for the same End Customer and Eligible Offerings during the ninety (90) days before submission. Rafay may choose to accept such an opportunity as a co-sell registration, subject to co-sell terms and benefit levels determined by Rafay in its sole discretion and communicated to Partner at the time of approval.

3.3. The opportunity must produce, either through a new subscription or through an incremental expansion of an existing subscription, net-new ACV for Rafay that meets or exceeds any minimum ACV threshold Rafay publishes on the Rafay Partner Site. A flat renewal is not separately registrable and is governed by Section 7.4.

3.4. Except where Rafay permits multiple registrations, the Deal must not already be registered to another Partner. Rafay may allow more than one Partner to register the same Deal in limited cases, including where local law requires it or where the structure of a Public Tender permits multiple respondents. Where multiple Partners are approved for the same Deal, Rafay will determine in its sole discretion which Partner receives registration benefits based on the Partner that is selected to fulfill the transaction.

3.5. For a Deal involving a Public Tender, the following territory-specific rules apply (for any territory not listed below, Rafay will determine in its sole discretion whether and when a registration may be submitted):

A. North America: Partner may submit a registration before the Public Tender is published. A registration submitted after publication will be declined.

B. India: Partner may submit before publication. Rafay may also approve a post-publication submission so long as no more than three (3) Partners in total are approved for the Deal, counting submissions made both before and after publication.

C. Greater China: Partner may submit at any point before the Public Tender closes.

D. Australia and New Zealand: Rafay does not accept registrations for a Public Tender before award. After Partner has been awarded the Public Tender, Partner may register the resulting Deal.

E. EMEA: Rafay may approve multiple Partners whether submissions occur before or after publication, provided each Partner satisfies the applicable registration requirements. Where required by local law in certain EMEA countries, Rafay may approve all qualifying submissions or none of them.

F. All territories: the submission must confirm that Partner holds, or has a credible path to obtain, the contract vehicle, registrations, approvals, and authorizations needed to transact with the applicable public-sector End Customer.

3.6. Before submitting a registration, Partner must have undertaken meaningful pre-sales activity for the opportunity and be able to substantiate that work to Rafay's satisfaction. Examples include discovery with End Customer decision-makers; qualification of Kubernetes, GPU, or AI platform requirements; an architecture or reference-architecture workshop; scoping a proof of concept or pilot; preparing a business case, TCO analysis, or chargeback model; or helping the End Customer define project requirements or validate budget in a way that includes Eligible Offerings. The registration must describe the work completed, and Partner must retain supporting records, including date-and-time evidence, for a minimum of two (2) years following the end of the applicable Registration Term, and must deliver such records to Rafay upon request.

3.7. Partner must provide enough information for Rafay to assess whether Partner is positioned to win, implement, and support the opportunity. This includes the certified personnel assigned to the Deal (who must remain available for the Deal throughout the Registration Term or be replaced with equally certified personnel with prompt notice to Rafay), the territory in which Partner is authorized to transact, the support model Partner will provide, and, for managed or hosted Deals, evidence of Partner's operational ability to run the service.

4. Submission and Approval Process

4.1. Only opportunities that satisfy Section 3 may be submitted for Deal registration.

4.2. Partner must enter a complete and accurate registration through the Deal Registration Tool in the Rafay Partner Site at www.rafay.co/deal-registration. If Partner is teaming with another Partner, an Authorized Distributor, or a Rafay technology or hardware partner, every such party must be identified in the submission. Failure to identify all such parties may result in the registration being declined, or, if discovered after approval, revoked.

4.3. A Partner participating in multiple RPEP tracks must register the Deal under the track and Sales Motion that match the way the transaction will actually be completed. For example, a Solution Provider reselling Eligible Offerings must use its resale Sales Motion, while a Partner introducing an opportunity for a direct Rafay contract must use its referral Sales Motion. A benefit earned under one Sales Motion cannot be transferred to a transaction completed under a different Sales Motion. If a Deal is registered under a Sales Motion that does not match the actual transaction, Rafay may revoke the registration or deny associated benefits.

4.4. Partner is responsible for being the first to provide a complete and accurate submission. If Rafay permits several registrations for the same Deal, approval will ordinarily be limited to the earliest complete and accurate submissions, up to the applicable permitted number, unless Rafay determines in its sole discretion that a different allocation better serves the Deal.

4.5. Rafay will  use reasonable efforts to send email notifications to the address on file when a registration is submitted and when it is approved or declined; Partner is responsible for maintaining a current email address in the Deal Registration Tool, and non-receipt due to Partner’s email configuration does not affect the validity of Rafay’s decision. Rafay will use reasonable efforts to make a decision within three (3) business days. Public-sector, sovereign, multi-country, and CSP platform opportunities may require up to five (5) business days because of additional validation. A registration is not approved until Rafay issues an express approval notification; no registration will be deemed approved by the passage of time.

4.6. An Authorized Distributor submitting a registration must comply with this Section 4 and must identify both the reselling Partner and the End Customer. The reselling Partner remains jointly responsible with the Authorized Distributor for the completeness and accuracy of the submission.

4.7. After approval, a material change to the Deal requires notification to Partner and its Authorized Distributor (if applicable), and Rafay’s prior written approval. Rafay may also make material changes unilaterally upon reasonable notice to Partner when necessary to correct errors, comply with applicable law, or reflect changes to Eligible Offerings. Material changes include changes to the Eligible Offerings, ACV band, End Customer legal entity, deployment region, or Sales Motion.

4.8. While an approved registration remains active, Partner must (a) continue meaningful pre-sales work and actively pursue the Deal, including timely responses to the End Customer and Rafay; (b) lead with and quote the Rafay-branded Eligible Offerings listed in the registration; (c) update the opportunity stage and expected close date in the Deal Registration Tool at least every thirty (30) days; (d) participate in joint account planning or joint calls when Rafay reasonably requests; and (e) promptly cancel the registration if Partner decides not to quote the registered Eligible Offerings or otherwise stops pursuing the opportunity. Failure to satisfy any of these requirements may result in remedial action under Section 8.2.

5. Registration Duration and Extensions

5.1. To receive the benefits of an approved registration, Partner or its Authorized Distributor must place the applicable order and the parties must have executed a mutually agreed Order Form for the Eligible Offerings during the Registration Term shown in the Deal Registration Tool. If that does not occur, the registration expires unless an extension is available under Sections 5.2 or 5.3.

5.2. An approved registration remains valid for ninety (90) days from Rafay's approval notice. Once the Deal has reached at least the 30% opportunity stage and Partner is in compliance with Section 4.8, Partner may request one (1) additional ninety-day period through the Deal Registration Tool, subject to Rafay’s approval, which will not be unreasonably withheld. Rafay may grant further time in its sole discretion. Unless Rafay expressly approves otherwise, the total Registration Term may not exceed two hundred seventy (270) days.

5.3. If a Rafay-approved proof of concept or pilot is underway on the date the Registration Term would otherwise end, the registration will, subject to Rafay’s written approval, continue until sixty (60) days after Rafay confirms documented completion of that proof of concept or pilot, provided the proof of concept or pilot does not exceed ninety (90) days in duration unless Rafay approves otherwise in writing, and subject to the maximum duration stated in Section 5.2, which applies as an absolute cap notwithstanding any ongoing proof of concept or pilot.

5.4. When the Registration Term ends, the benefits in Section 6 cease. Rafay may then pursue the opportunity directly or accept a registration from another Partner. Partner may submit a new registration for the same Deal no earlier than thirty (30) days after the prior Registration Term expires, but the earlier registration gives Partner no priority.

6. Benefits of an Approved Registration

6.1. Subject to Section 8 and Partner's continued compliance with Section 4.8, an approved Deal registration provides the following benefits:

A. Rafay will not initiate unsolicited direct-sales outreach for the specific Deal covered by the registration.

B. Partner may receive Rafay pre-sales solution-architect assistance, proof-of-concept or sandbox tenancy, and joint account-planning support at the level associated with Partner's tier and subject to Rafay resource availability. Provision of such support is at Rafay’s sole discretion and does not create an obligation or entitlement.

C. For a Deal registered under the referral Sales Motion, Partner may earn the referral fee stated in the applicable written referral compensation schedule provided by Rafay, subject to Section 7.1 and Rafay’s confirmation that all applicable conditions have been satisfied.

6.2. Section 6.1 does not restrict Rafay from (a) running marketing campaigns, events, or communications involving an End Customer associated with a Deal; (b) providing standard list pricing or pricing already available under an existing contract; (c) supporting self-service, trial, cloud-marketplace, or open-source community use of Rafay technology; (d) servicing, supporting, or renewing an End Customer's existing direct subscription; (e) engaging directly regarding offerings, workloads, or business units that are not part of the registration; or (f) engaging directly with any successor, acquirer, or merged entity of the End Customer following a change of control of the End Customer.

6.3. Partner must comply with these Terms and remain current on payments owed to Rafay for associated orders throughout the Registration Term. If Partner fails to comply or materially misstates information in a registration, including ACV, End Customer, Sales Motion, or program tier, Rafay may change or revoke quoted pricing or decline to fulfill the Deal. Rafay may also, to the extent permitted by law, reprice or issue balancing invoices at standard list pricing, recover or offset referral fees or other RPEP incentives, suspend Partner from the Deal Registration Program, or reduce Partner's RPEP tier if Partner (a) transacts with an end customer other than the named End Customer; (b) fails to provide evidence of the sale to the named End Customer when requested; (c) orders materially more Eligible Offerings than described in the registration without providing such evidence; (d) registers under one Sales Motion but applies the benefit to a different Sales Motion; or (e) otherwise breaches these Terms. The remedies in this Section 6.3 are cumulative and in addition to any other rights or remedies available to Rafay under these Terms, any applicable Partner Agreement, or applicable law.

7. Terms by Sales Motion

7.1. Referral Deals. Under a referral Sales Motion, Partner does not resell Eligible Offerings; Rafay contracts with and invoices the End Customer directly. The referral must be submitted and approved before Rafay's first substantive sales engagement with the End Customer for that opportunity. Unless the applicable written referral compensation schedule provided by Rafay states otherwise, referral fees are earned only on amounts Rafay actually invoices and collects for the initial subscription term (being the period stated in the first Order Form executed for the Deal, not to exceed twelve (12) months) and are paid in arrears under that schedule; if Rafay subsequently issues refunds, credits, or chargebacks against those amounts, Partner must repay the corresponding portion of the referral fee within thirty (30) days of Rafay’s notice. Partner represents that it has a lawful basis to provide the End Customer contact information included in the submission.

7.2. Resale Deals. Under a resale Sales Motion, Partner purchases Eligible Offerings under the applicable Partner Agreement, directly from Rafay or through an Authorized Distributor as applicable, and resells them to the End Customer under Partner's own customer terms. Those terms must protect Rafay's intellectual property and confidential information, and must address limitations of liability, at least as protectively as the Rafay Master Subscription Terms. Partner will indemnify and hold Rafay harmless from claims arising from Partner’s representations, warranties, or commitments to the End Customer that exceed the scope of Rafay’s own product documentation and agreements. Partner remains responsible for paying Rafay, or its Authorized Distributor, whether or not Partner receives payment from the End Customer.

7.3. Managed and Embedded Deals. Partner may host, operate, or embed Eligible Offerings in a service or product only if an executed managed service provider, CSP, or OEM addendum authorizes that use. The registration must identify the service or product in which the Eligible Offerings will be used and describe the tenancy model. Partner is responsible for first-line support to its customers, and Rafay's support obligations run only to Partner. Partner remains responsible for paying Rafay whether or not Partner receives payment from its customers. Partner will indemnify and hold Rafay harmless from claims arising from Partner’s representations, warranties, service-level commitments, or other obligations to its customers that exceed the scope of Rafay’s own product documentation and agreements.

7.4. Renewals, Expansions, and Displacement. The incumbent Partner of Record is presumed to retain the renewal of a subscription it originated, and a flat renewal does not require Deal registration. An expansion or upsell may be registered when the incremental net-new ACV otherwise qualifies as a registrable Deal under Section 3. A Partner seeking to replace an incumbent Partner of Record must disclose that intent in its submission; failure to do so may result in rejection or revocation of the registration under Section 8.2. Such a registration requires Rafay's prior written approval, and Rafay will  take into account, among other factors, any route-to-market preference expressed by the End Customer.

8. Exceptions and Registration Remedies

8.1. Rafay may, despite Section 6, quote, bid, or contract directly for a Deal in any of the following circumstances, and in each case the registration benefits under Section 6 will not apply to the portion of the Deal that Rafay pursues directly:

A. The End Customer asks Rafay (whether solicited or unsolicited) to submit a quote or bid, as documented in Rafay’s records.

B. The End Customer is an active direct Rafay customer for the line of Eligible Offerings included in the Deal. For this purpose, an End Customer is considered active if it held a direct Rafay subscription during the preceding twelve (12) months or Rafay has designated it in Rafay’s records as a global, strategic, or international account.

C. The End Customer rejects or declines to proceed with Partner's proposal, bid, or quote, as evidenced by the End Customer’s communication or by the End Customer’s failure to respond within a commercially reasonable period.

D. The End Customer initiates or completes the transaction through a Rafay self-service channel, cloud-marketplace listing, or online ordering mechanism.

E. Partner does not close the Deal within the Registration Term and no extension applies. A Deal is treated as closed when an Order Form for the registered Eligible Offerings has been executed and the invoiced amount has been paid in full.

F. The End Customer requires an integrated solution combining the registered Eligible Offerings with software, infrastructure, or services that Partner cannot quote or deliver in material part.

G. Any circumstance listed in Section 8.2 occurs.

8.2. Rafay may, in its sole discretion and despite Section 6, and without prior notice or opportunity to cure (except where applicable law requires otherwise), reject, remove, rescind, suspend, or terminate a Deal registration, and/or suspend or terminate Partner's access to the Deal Registration Tool, in any of the following circumstances:

A. Partner is not actively pursuing the Deal or is not adequately serving the End Customer, including by failing to satisfy any obligation in Section 4.8 or failing to respond to communications from the End Customer or Rafay.

B. Partner does not lead with or quote the Rafay-branded Eligible Offerings identified in the registration, or instead positions a competing offering.

C. Partner does not maintain regular pre-sales activity to Rafay's satisfaction (including, at a minimum, the update cadence required by Section 4.8(c)), does not keep date-and-time documentation of that activity, or does not produce that documentation when Rafay requests it.

D. Rafay is legally or contractually required to quote or bid, or Rafay reasonably determines that failing to do so could expose it to legal liability.

E. A Public Tender is directed to, or permits responses only from, the software publisher, or otherwise prevents the channel from participating.

F. Partner cannot fulfill the Deal or support the End Customer. Examples include insufficient available credit, the End Customer's refusal to work with Partner, missing security clearances or public-sector authorizations, lack of currently certified resources for the relevant Eligible Offerings, a Deal in a country where Rafay has not authorized Partner to transact, or a change in applicable law or regulations that prevents Partner from lawfully completing the transaction.

G. The End Customer chooses a contract vehicle or procurement arrangement that Partner does not hold, or chooses another fulfillment method that prevents Partner from completing the transaction.

H. Rafay has placed Partner's account on credit hold, or Partner has two (2) or more late invoice payments during any rolling twelve-month period.

I. After the Registration Term begins, the End Customer experiences a change of control or acquisition that, as reasonably determined by Rafay, changes its preferred route to market for the Deal.

J. Partner (a) breaches these Terms, any applicable Partner Agreement, the Rafay Master Subscription Terms, or the Rafay Partner Code of Conduct; (b) engages in conduct that Rafay determines undermines the integrity of RPEP or the Deal Registration Program, including speculative or blanket registrations intended to reserve accounts; (c) provides inaccurate, incomplete, misleading, or fraudulent information; or (d) engages in conduct that causes damage, reputational harm, or adverse publicity to Rafay. For purposes of this clause, reputational harm includes a negative effect on Rafay's goodwill or standing with partners, customers, the public, or the industry.

K. Rafay determines that approving or fulfilling the Deal would violate applicable export-control, sanctions, or trade-compliance requirements, or would conflict with Rafay's acceptable use policy, including deployment in a restricted territory or use for a restricted purpose.

L. The Deal has already been registered to another Partner, except where multiple registrations are permitted by Section 3.4 or Section 3.5.

M. Rafay identifies another reasonable business consideration, provided the basis for the decision does not undermine the integrity of the Deal Registration Program.

9. Liability Limitations

Rafay's total aggregate liability for claims arising from or relating to these Terms will not exceed five hundred U.S. dollars (USD 500), or the equivalent amount in the local currency of the country where Partner is headquartered, determined using the prevailing exchange rate published by a major financial data provider on the date the claim is first asserted in writing. RAFAY WILL NOT BE LIABLE FOR CONSEQUENTIAL, SPECIAL, PUNITIVE, RELIANCE, EXEMPLARY, INCIDENTAL, OR INDIRECT LOSS OR DAMAGE, OR FOR LOSS OF BUSINESS, INCOME, PROFITS, OR EXPECTED SAVINGS. These limitations do not apply to liability that applicable law does not permit the parties to exclude or limit. If Partner fails to comply with these Terms, any applicable Partner Agreement, or the Rafay Partner Code of Conduct, Rafay may, in its sole discretion, treat any remedy otherwise available to Partner as forfeited.

10. Dispute Procedure

Before commencing any formal dispute-resolution proceeding, the disputing party must first raise any dispute arising out of or relating to the Deal Registration Program with  the other party’s designated contact (for Rafay, by email to Partnerteam@rafay.co; for Partner, to the address on file in the Deal Registration Tool). The disputing party must send that notice within thirty (30) days after the event giving rise to the dispute; failure to provide timely notice constitutes an irrevocable waiver of the dispute. The notice must describe the relevant facts and issues in reasonable detail, identify the Deals, registrations, and End Customers concerned, and state the resolution Partner is seeking. The parties will then work together in good faith to resolve the dispute through this process for a period of thirty (30) days following Rafay’s receipt of the notice (or such longer period as the parties may agree in writing). These Terms and any applicable Partner Agreement govern any such dispute.

11. General Provisions

11.1. Rafay may audit Partner's Deals and Deal registrations to confirm compliance with these Terms and any applicable Partner Agreement. An audit may include requests for proof of sale to the named End Customer and for reports, purchase orders, Order Forms, invoices, deployment records, and other supporting documents or information. By participating in the Deal Registration Program, Partner agrees to provide requested records and information within ten (10) business days of Rafay’s written request (or such shorter period as Rafay reasonably specifies). If Partner does not cooperate with an audit, Rafay may suspend or terminate Partner's participation in RPEP and in the Deal Registration Program. If an audit reveals material non-compliance with these Terms, Partner will reimburse Rafay’s reasonable costs of conducting the audit.

11.2. If any event described in Section 8.2(J)   or Section 8.2(K) occurs, or if Partner’s account is placed on credit hold under Section 8.2(H), Rafay may suspend or terminate Partner's participation in RPEP or the Deal Registration Program immediately and without advance notice.

11.3. For purposes of approving registrations and administering the Deal Registration Program, Rafay's records and systems are authoritative. Rafay has sole discretion to interpret these Terms and to approve or reject registrations, and its decisions are final. Rafay may unilaterally amend, replace, or discontinue any part of these Terms or the Deal Registration Program by posting updated Terms on the Rafay Partner Site at least fifteen (15) days before the effective date; provided that amendments will not retroactively reduce benefits for registrations already approved before the effective date.

11.4. Approval of a Deal registration is not a promise that the transaction will close or succeed. Registration does not grant Partner exclusivity or any ownership or other right in a territory, account, or opportunity.

11.5. Deal-registration submissions, approval decisions, discount levels, and non-public RPEP program materials are Rafay confidential information. Partner may not disclose them to any third party, including the End Customer, without Rafay's prior written consent.

11.6. Each party must comply with applicable privacy and data-protection laws for personal data exchanged in connection with the Deal Registration Program. Partner represents that it has delivered any required notices and has a lawful basis to share End Customer contact information with Rafay for registration, evaluation, and pursuit of the Deal. Partner will promptly notify Rafay of any actual or reasonably suspected breach of security involving personal data exchanged under the Deal Registration Program.

11.7. If these Terms conflict with any applicable Partner Agreement, these Terms control solely with respect to the Deal Registration Program and Deal registrations; the applicable Partner Agreement controls in all other respects. Where no separate Partner Agreement is required for the applicable Sales Motion, these Terms govern Partner's participation in the Deal Registration Program.

11.8.   Governing Law; Venue; Waivers. These Terms and any dispute arising out of or relating to them or the Deal Registration Program are governed by the laws of the State of California, without regard to its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to Section 10, the parties submit to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California, and each party waives any objection to venue or inconvenient forum. To the maximum extent permitted by law, each party waives any right to a trial by jury and any right to participate in a class, collective, or representative action.

11.9.   Partner Indemnification. Partner will defend, indemnify, and hold harmless Rafay and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, and any resulting losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to (a) Partner’s resale, hosting, operation, embedding, or distribution of the Eligible Offerings; (b) Partner’s own customer terms or its acts or omissions in dealing with any End Customer or downstream customer; (c) Partner’s breach of these Terms, the RPEP Agreement, the Rafay Master Subscription Terms, or the Rafay Partner Code of Conduct; (d) any inaccurate, incomplete, misleading, or fraudulent information submitted by Partner; or (e) Partner’s violation of applicable law. Rafay will provide Partner with prompt written notice of any claim (provided that failure to give prompt notice will not relieve Partner of its obligations except to the extent Partner is materially prejudiced), reasonable cooperation at Partner’s expense, and the right to control the defense and settlement of the claim, provided that Partner may not settle any claim without Rafay’s prior written consent if the settlement imposes any obligation on Rafay or does not unconditionally release Rafay. This indemnity is in addition to, and does not limit, the indemnities in Sections 7.2 and 7.3.

11.10.  Anti-Corruption. Partner represents and covenants that it and its personnel and subcontractors will comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, and that neither Partner nor anyone acting on its behalf has offered, promised, given, or authorized, and will not offer, promise, give, or authorize, any payment or thing of value to any person, including any government official, to improperly obtain or retain business or secure an improper advantage in connection with any Deal.

11.11.  Export and Trade Compliance. Partner will comply with all applicable export-control, economic-sanctions, and trade-compliance laws and regulations. Partner will not, directly or indirectly, sell, export, re-export, transfer, or otherwise make available any Eligible Offerings to any person, entity, territory, or end use prohibited by such laws or by Rafay’s acceptable use policy, and will not transact with any party that is the subject of applicable sanctions or restricted-party listings.

11.12.  Survival. The following provisions survive expiration or termination of a Deal registration and of Partner’s participation in the Deal Registration Program: Sections 2 (Defined Terms), 6.3 (repricing and remedies), 7.1 (referral fee offsets), 9 (Liability Limitations), 10 (Dispute Procedure), 11.1 (audit), 11.3 (authority and amendment), 11.5 (confidentiality), 11.6 (data protection), 11.7 (order of precedence), and 11.8 through 11.20, together with any other provision that by its nature is intended to survive.

11.13.  Assignment. Partner may not assign or transfer these Terms or any rights or obligations under them, whether by operation of law, change of control, merger, or otherwise, without Rafay’s prior written consent. Rafay may assign these Terms without restriction. Any purported assignment in violation of this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.

11.14. Set-Off. In addition to any other remedy, Rafay may set off or recoup any amounts owed to Partner (including discounts, referral fees, and other RPEP incentives) against any amounts Partner or its affiliates owe to Rafay or its affiliates under these Terms, the RPEP Agreement, or any agreement governing Partner’s purchase, resale, or use of Eligible Offerings.

11.15. Notices. Rafay may provide notices under these Terms to Partner by email to the address on file in the Rafay Partner Site or by posting to the Rafay Partner Site, and such notices are deemed received when sent or posted. Partner must send notices to Rafay at Partnerteam@rafay.co, and such notices are deemed received on the next business day after transmission.

11.16. Equitable Relief. Partner acknowledges that a breach or threatened breach of its confidentiality or intellectual-property obligations under these Terms would cause Rafay irreparable harm for which monetary damages would be an inadequate remedy, and that Rafay is entitled to seek injunctive and other equitable relief without the requirement of posting a bond or proving actual damages, in addition to any other available remedy.

11.17. Disclaimer of Warranties. The Deal Registration Program and the Deal Registration Tool, and all program benefits, pre-sales support, solution-architect assistance, proof-of-concept and sandbox tenancy, and joint account-planning support, are provided “as is” and “as available,” without warranty of any kind. Rafay makes no warranty regarding the availability, accuracy, or uninterrupted operation of the Deal Registration Program or the Deal Registration Tool, and disclaims all express, implied, and statutory warranties, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

11.18. No Third-Party Beneficiaries. These Terms are solely for the benefit of Rafay and Partner. No End Customer, downstream customer, or other third party has any right, benefit, or remedy under these Terms.

11.19. Trademarks. Partner may use Rafay’s names, logos, and trademarks only as expressly authorized by Rafay and in accordance with Rafay’s then-current brand guidelines and the RPEP Agreement. All goodwill arising from such use inures to Rafay, and Partner will discontinue any use upon Rafay’s request or upon termination of Partner’s participation in the Deal Registration Program.

11.20. Severability; No Waiver; Force Majeure. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be modified or limited to the minimum extent necessary to make it enforceable. No failure or delay by Rafay in exercising any right under these Terms operates as a waiver, and no single or partial exercise of any right precludes any further exercise. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, acts of government, war, terrorism, cyberattacks, or failures of third-party telecommunications or power supply.