Lyve Services Solution Provider Plan (Standard)

This Lyve Services Solution Provider Plan (“Plan”) is entered into by you (“you”, “your”, “You” or “Your”) and the following Seagate contracting party (“Seagate”):

This Plan governs your access, purchase, resale, and use of the Services as a Solution Provider, with respect to your resellers of the Services (“your resellers”) and your and your resellers’ end customers of the Lyve Services (“end customers”)(collectively, “Customers”). Lyve Services include Lyve Mobile and Lyve Cloud, and are also referred to in this Plan as the “Services”. Each of the Services is separately defined in its respective Solution Provider Service Terms.

Please read this Plan carefully before you access, purchase, or resell the Services as a Solution Provider. By clicking “I AGREE” or entering into an agreement with Seagate that incorporates this Plan, or by accessing, purchasing reselling, or using the Services as a Solution Provider, you accept and agree to be bound and abide by this Plan. If you do not agree to this Plan, do not purchase, use, or resell the Services.

By entering into this Plan and accessing, purchasing, reselling, or using the Services, you represent and warrant that you are of legal age and capable of forming a binding contract with Seagate. If you are entering into this Plan on behalf of a company or other entity, then you represent that you are an agent of that company or entity and are authorized to enter into this Plan on behalf of that company or entity, and in such case, the term “you” as used in this Plan refers to your company or entity.

1. SOLUTION PROVIDER AGREEMENTS AND PLAN TERM.
   1. Incorporation by Reference. This Plan incorporates by reference the Lyve Solution Provider Agreement located at https://www.seagate.com/legal-privacy/lyve/reseller-agreement/, the Lyve Mobile Solution Provider Service Terms located at https://www.seagate.com/legal-privacy/lyve/reseller-service-terms. if you resell Lyve Mobile Services, and the Lyve Cloud Services Service Terms – Addendum located at https://www.seagate.com/legal/lyve-cloud/lyve-cloud-services-terms-addendum/ if you resell Lyve Cloud Services. To the extent of a conflict between the terms of this Plan, Solution Provider Service Terms, and/or the Solution Provider Agreement, the following order of precedence shall apply: Plan terms, then Solution Provider Service Terms, then Solution Provider Agreement. Terms defined in the Solution Provider Agreement and Solution Provider Service Terms have the same meaning in this Plan unless otherwise defined herein. This Plan applies to all of your purchases of Services as a Solution Provider unless otherwise agreed in writing (including via the Lyve Portal) with Seagate for your Order.
   2. Plan Term. This Plan is effective on the date you first agree to this Plan, including by clicking ACCEPT, accessing, purchasing, or using as a Solution Provider the Services: a) identified in an Order referencing this Plan, or b) under the Lyve Solution Provider Agreement or other reseller agreement with Seagate that incorporates, references, or otherwise governs this Plan. This Plan will remain in effect until expiration of your Solution Provider Agreement unless this Plan is terminated earlier in accordance with its terms. This Plan may be terminated on the same grounds as the Solution Provider Agreement, including for breach. Unless this Plan is earlier terminated or superseded according to its terms, the terms of this Plan shall continue to apply with respect to your eligible Orders accepted by Seagate during the term of your Solution Provider Agreement. Seagate may update this Plan per the terms of the Solution Provider Agreement.
2. PLAN OBJECTIVE.
   1. The parties hereto desire to expand the market for Services made available by Seagate in the Territory and the Markets.
3. SPECIFIC SOLUTIONS/PRODUCTS.
   1. Seagate Offerings. This Plan applies to the Services only and does not include other Services or offerings in the Seagate portfolios, unless expressly agree otherwise in writing.
4. SOLUTION PROVIDER PLAN TERRITORIES AND TARGET MARKETS.
   1. Seagate makes the services available (and ships Hardware) only in and to the eligible countries set forth at the “Eligible Countries” list available at: https://www.seagate.com/legal/lyve-cloud/eligible-countries/.
   2. Subject Paragraph 8.6 below and the parties’ compliance with applicable laws such as export controls as described in the Solution Provider Agreement, the Plan territory (the “Territory”) is limited to Customers located in the countries included in the below specified region in which you (the Solution Provider) are established:
      1. AMERICAS: United States of America
      2. EMEA: United Kingdom, Switzerland, Norway, and member states of European Union.
      3. APAC: Not Currently Available.
5. FINANCIAL MATTERS.
   1. Solution Provider Discount and Deal Registration. Solution Provider discounts and deal registration eligibility are subject to minimum ordering requirements. Any discounts will be shown in your Order for your Subscription. Your participation in Deal Registration, where available, is conditioned upon your compliance with the Deal Registration terms attached hereto as Appendix 1 and submitting the deal registration for each applicable opportunity via the deal registration tool accessible in your Portal account.
   2. Discount Exclusion. You are not eligible for discounted pricing based on Solution Provider (including reseller or managed service provider) status for any Order or Project (defined below) for Services where You receive payment or compensation for referring the Customer (or potential customer) to Seagate, including under a separate revenue share or referral agreement or otherwise. Prior to accepting any quote or Order from Seagate as a Solution Provider (including resellers and managed service providers), You shall notify Seagate in writing of any related Customer Projects for Services qualifying for separate payments (e.g. for Customer referral). 
6. SOLUTION PROVIDER PLAN ACTIVITIES. You agree to provide the following Solution Provider activities.
   1. You shall notify Seagate of and submit to Seagate new Orders for your Customers through your Lyve Portal account within reasonable promptness after you receive your Customer Order for a Project. “Project” as used in this Plan means your Customer’s or your prospective Customer’s (as applicable) project for Services.
   2. You shall provide Seagate with review of all your marketing materials created, including but not limited to website, product listing, catalog, promotional assets, and/or customer communications in relation to your Solutions and offerings as required or requested by Seagate (including through a Portal).
   3. You shall provide Seagate with your marketing materials relating to your Solutions and offerings, and your trademarks and logos provided to in connection with the Solution Provider Agreement (collectively “your Marketing Content”) for use in connection with the Solution Provider Agreement and this Plan. Use of your and Seagate’s respective marketing content, trademarks and branding materials is governed by Appendix 2 – Trademarks, attached hereto.
   4. Training. You shall ensure the sales, account executives and any in-field technical resources supporting the Services have attended product and services training upon initial engagement and refresh that training as the Services evolve or as new personnel are added. This is critical to understanding the solution, and for your representatives to be able to articulate the solution directly to your Customers (including to facilitate to downstream end customers).
   5. In any and all contact between you and any end customer, you must identify to the end customer your full legal name, and trade name.
   6. You shall promptly notify Seagate of any complaint or adverse claim relating to Services of which you become aware; provided, that nothing in this Plan requires you to reveal proprietary pricing information.
   7. You will provide additional activities mutually agreed by the parties in connection with this Plan.
7. SOLUTION PROVIDER PLAN MATERIALS AND ACTIVITY-SPECIFIC TERMS
   1. Seagate Marks and Branding. As between Seagate and you, all Seagate trademarks, service marks, trade names and logos provided to you by Seagate for use in connection with the Solution Provider Agreement (“Seagate Marks”) including those identifying the Lyve Mobile Services are and will remain the exclusive property of Seagate and its licensors. Subject to the terms of this Agreement, during the term of the Solution Provider Agreement, you are granted a limited, non-exclusive, non-transferable revocable right to use the Seagate marks in the eligible countries specified by Seagate for the applicable Lyve Service(s), solely to market and promote the Lyve Services and only in accordance with Appendix 2 attached hereto, and as approved by Seagate in writing.
   2. Seagate Marketing Content. Seagate grants you a limited nonexclusive, non-transferable, revocable right to use, reproduce, publicly display, and distribute the Seagate Marketing Content solely in connection with the Solution Provider Activities for promotion and marketing purposes consistent with the Plan, conditioned on Seagate prior review and written approval in each case (to ensure content, messaging and the Seagate brand is represented appropriately) and compliance with the Branding Guidelines (defined in Appendix 2).
   3. Your Marks and Branding. As between you and Seagate, all your trademarks, service marks, trade names and logos provided to Seagate for use in connection with this Plan (“your Marks”) are and will remain the exclusive property of you and your licensors. Seagate is granted a limited, non-exclusive, non-transferable revocable right to use your Marks in the Territory solely to market and promote the Lyve Mobile Services, your Solutions, and only in accordance with your trademark usage and branding guidelines provided to Seagate in writing. Any and all goodwill appurtenant to the use of your Marks shall accrue exclusively to the benefit of you.
   4. Your Marketing Content. You hereby grant Seagate a limited nonexclusive, non-transferable, revocable license to use, reproduce, publicly display, and distribute your Marketing Content solely in connection with the Plan Activities. Accordingly, you agree to have your Marketing Content (including your Marks) shared publicly by Seagate pursuant to the forgoing license, in all media, including though marketing channels such as web, social, print media, and Seagate sales forums. Publications channels may include but are not limited to podcast, publication on Seagate’s web properties and media channels globally, blog, publications and publicity in all media, print, online, and otherwise. Seagate agrees to share advance copies of all Seagate Marketing Content that incorporates your Marketing Content with you before publication. You will have five (5) business days to review and comment, and if no comments or response are received within such review period, Seagate may publish such content.
   5. Independent Controllers Data Privacy Terms. The parties acknowledge that under this Plan, you will disclose, in accordance with applicable law, certain Customer or prospective customer personally identifiable information (“Customer Data”) to Seagate to process for the purposes of performing the Plan, the Solution Provider Service Terms, and the Solution Provider Agreement (the “Permitted Purpose”). Each party shall process the Customer Data as separate and independent controllers strictly for the Permitted Purpose. In no event shall the parties process the Customer Data as joint controllers. For purposes of the California Consumer Privacy Act (“CCPA”), you and Seagate hereby acknowledge and agree that in no event shall the transfer of Customer Data from you to Seagate pursuant to this Plan (including under the Solution Provider Agreement or the Solution Provider Service Terms) constitute a sale of information, and that nothing in the Plan (or the aforementioned Solution Provider agreements) shall be construed as providing for the sale of Customer Data. You shall (and shall procure that all third-party sources, including its Affiliates and independent contractors) provide appropriate notice to Customers or prospective customers and obtain all necessary consents, approvals, and authorizations to provide the Customer Data to Seagate in compliance with applicable data protection laws. Each party is responsible for complying with all necessary requirements under applicable privacy law in order to disclose the Customer Data to the other party. Each party is separately and independently responsible for complying with applicable privacy law in respect of its processing of Customer Data it receives from the other party. In the event that either party receives any correspondence, enquiry or complaint from a data subject, regulator or other third party ("Correspondence") related to (a) the disclosure of the Customer Data by you to Seagate for the Permitted Purpose; or (b) processing of the Customer Data by the other party, it shall promptly inform the other party giving full details of the same, and the parties shall cooperate reasonably and in good faith in order to respond to the Correspondence in accordance with any requirements under applicable privacy laws. No party shall process any Customer Data in a territory outside the European Economic Area (for data arising from the European Union) unless it has taken such measures as are necessary to ensure the transfer is in compliance with applicable privacy law. Any emails that promote or sell Seagate products or services must be reviewed and approved by Seagate and comply with applicable anti-spam and privacy laws (such emails must include appropriate opt-in/opt-out provisions and must not be sent to those who have opted out).
8. SOLUTION PROVIDER OPERATIONS AND RESPONSIBILITIES.
   1. Your Solutions and Customers. You are solely responsible and liable for any Solutions you provide to your Customers, including any configuration, integration, combination and use with the Services and providing all support to Customers for your Solutions. Seagate may require additional information regarding your Solution or the configuration thereof with respect to the Services. You are responsible for acts and omissions of your Customers that use the Lyve Portal and Services.
   2. Marketing, Your Prices, and Orders. You shall in good faith and at your own expense, market, advertise, promote, and resell the Services to Customers located in the Territory consistent with good business practice, in a manner that reflects favorable on the Services and the good name, goodwill and reputation of Seagate. You are free to establish the prices and discounts you charge to Customers for your Solutions and the Services. You are responsible for all Services ordered by You, and under the Lyve accounts of your Customers for which you are the designated Solution Provider, including all fees accrued thereunder. For each Order you place on behalf of a Customer, you will accurately provide all information required by Seagate. Failure by your Customers to pay you does not relieve you of your obligation to pay Seagate for Services purchased.
   3. Customer Relationships, Account Access and Management. You are responsible for managing your relationship and billing with (including all payments from) your Customers. Through your Solution Provider account, your access is limited to accessing and managing: (1) your Lyve account(s) and Services including for your Authorized Users, (2) the Lyve Service account(s) of your Customers for whom you are the designated Solution Provider, and (3) your Authorized User privileges assigned by another valid Services customer. The Lyve Portal and your Lyve account may provide additional information and help documentation regarding, access, roles and responsibilities of Solution Providers and their customers, including at: https://lyve.seagate.com/. You agree not to access, manage, or share your Customers’ information in connection with the Lyve Portal, Lyve accounts and Services, except as expressly agreed by your Customer. You are responsible for tier 1 support for the Services as described in Paragraph 8.4 below (if your Customer requests support in connection with the Services). You may use the Services and Portal to manage the functionality of the Services only for the operations of you and your Authorized Users and Customers. No Lyve Hardware, nor any portion thereof, may be used by or on behalf of, accessed by, re-sold to, rented to, or distributed to multiple customers, or to any other party, except in accordance with this Plan for the management of your Customers who have made (or for whom you have made as a Solution Provider on their behalf) a valid purchase of Services.
   4. Tier 1 Support. You shall be the point of contact for your Customers for all operational and technical support questions related to the Services. Tier 1 support includes addressing your Customers’ reported issues with the Lyve Service through the following: 1) fielding Customer requests; 2) attempting to address the Customer support issue using the Seagate provided support documentation and training materials; 3) relaying support requests to Seagate or directing your Customer to Seagate as necessary or instructed by Seagate support to help resolve the Customer issue(s); 4) following up with Seagate as necessary and your Customer until the issue or support request is resolved. Included in tier 1 support, you  shall provide the following support to your Customers during the term of the Services subscription:

    

   Indirect Billing by you to your Customers of the Services	Monthly billing to accommodate Customer requirements
   24X7 Service Desk Support	Access to Support – Self service or portal Availability – 24X7 Response Time – Refer to Severity Levels
   Customer Set-Up and Services Account, (assistance as required in account provisioning, access, management permissions).	Set-up of customer in the Lyve Management Portal inclusive of initial onboarding through termination of subscription and return of device.
   Service Onboarding	First session to assist Customer to get started and use the device. Introduce Seagate support services when needed
   Customer Success	Responsible for ensuring customer has the necessary support for on-going satisfaction as well as renewals.

    

   Severity Level. You agree to address Customer issues and escalations regarding Services as follows:

    

   Severity Level	Support Description	Availability and Expected Response
   Severity 1 (Critical)	Lyve Service is not accessible or has become unusable having a consequential impact on deadlines or profitability.	Available 24X7 Response Time: 1 Hour You in form Seagate support contacts immediately.
   Severity 2 (High)	Lyve Service is available but impaired or sub-optimal. There is a moderate impact on the business and service does not impact multiple users or sites.	Available 24X7 Response Time: 8 Hours Inform Seagate support contacts if required to resolve.
   Severity 3 (Non-Critical)	Minimal business impact. Customer issues is important but does not have a material impact on the immediate business.	Availability 24X7 Response Time: Next Day

    

   5. Your Customers’ Agreements. You are responsible for managing your agreements with your Customers. In addition, you shall require your Customers to agree to the Services end customer terms and conditions designated by Seagate (“End Customer Terms”). As of the effective date of this Plan, the End Customer Terms for Lyve include the Lyve Solutions Privacy Policy located at https://www.seagate.com/legal-privacy/lyve/services-terms/, the Lyve Management Portal & Customer Agreement at https://www.seagate.com/legal-privacy/lyve/customer-agreement/ and the Service Agreement located at: https://www.seagate.com/legal-privacy/lyve/service-terms/ for Lyve Mobile and at https://www.seagate.com/legal/lyve-cloud/lyve-cloud-services-terms-addendum/ for Lyve Cloud. With respect to your Solution Provider (including reseller) Customers, you shall require that they agree to and comply with the Solution Provider version (to the extent published by Seagate) of the End Customer Terms located at: https://www.seagate.com/legal-privacy/lyve/ for Lyve Mobile and at https://www.seagate.com/legal/lyve-cloud/ for Lyve Cloud. You agree to defend Seagate against any claim or action and indemnify Seagate against any costs, losses, damages or liability, resulting from your breach of this Paragraph.
   6. Eligible Countries and Legal Compliance. You understand that Seagate may ship Lyve Hardware and provide and support the Services only to and in the Eligible Countries set forth in the Solution Provider Service Terms. for the Service. For a shared Services eligible countries list see: https://www.seagate.com/legal/lyve-cloud/eligible-countries/. You agree to sell the Services only into the Territory in which Seagate authorizes you to sell the Services. You agree to, at your own expense, obtain and maintain any governmental authorizations that may be required under the laws of the countries into which you resell the Services. You are responsible for complying with local laws and regulations for each of the countries into which you sell.
   7. No Warranties on Seagate Behalf. You shall not, and you shall not allow your users (including Customers and Authorized Users) to, make any warranties or representations about the Services or Portals on behalf of Seagate. The foregoing shall not prevent Solution Provider from displaying to its Customers Seagate provided Services documentation or literature in the form provided by Seagate for distribution to customers.
   8. Reporting. You shall provide to Seagate, reporting of information required by Seagate (with reasonable advance notice) including to account for and validate your access, use, and resale of the Services as a Solution Provider. Seagate may terminate your right to participate in the Solution Provider program for Services for failure to accurately and timely provide complete required reports.
   9. No Continuing Rights. On expiration or earlier termination of the Solution Provider Agreement, your right to access, use, purchase, and resell the Services under this Plan terminate immediately and you shall immediately cease all display, advertising, promotion, and use of all of Seagate Marks in connection with the Services, and shall not thereafter use, advertise, promote, or display Seagate Marks unless authorized by Seagate in a separate agreement.

APPENDIX 1

DEAL REGISTRATION

See Deal Registration terms at: https://www.seagate.com/legal/lyve-mobile-seagate-systems-leasing/solution-provider-plan/deal-registration/

APPENDIX 2

TRADEMARKS

See Trademark Terms here: https://www.seagate.com/legal/lyve-mobile-seagate-systems-leasing/solution-provider-plan/trademark-terms/

Version July 27, 2023