LYVE SERVICES TERMS

1. Lyve Cloud
   1. Lyve Cloud Object Storage Services
   2. Service Level Requirements for Lyve Cloud Services ONLY
   3. Technical Support for Lyve Cloud Services ONLY
   4. Lyve Cloud Services Information Security
   5. Lyve Cloud Services Termination Process and Non-paid Service Accounts
   6. Supplement For Lyve Cloud Infrequent Access Service
2. Lyve Mobile & Seagate Systems Leasing
   1. Lyve Mobile Data Transfer Services
   2. Supplement for Lyve Mobile Data Transfer Service with Cloud Import
   3. Seagate Systems Leasing Services Terms
   4. Lyve Mobile and Seagate Systems Leasing EULA
3. Additional Terms
   1. Lyve – International Trade Compliance
   2. Lyve and Seagate Services – Eligible Countries

LYVE CLOUD SERVICES TERMS

These Lyve Cloud Service Terms (referred to herein as “Services Agreement”) are entered into by the individual, company, or other entity agreeing to these terms (“Company”) and the following Seagate contracting party as designated by regional location (“Seagate”).

This Services Agreement governs Company’s use of, access to, purchase of, and resale of the Lyve Cloud services. Resale of the Services requires Seagate prior authorization. “Lyve Cloud Services” as used herein, refers to the software applications, tools, application programming interfaces, platforms, connectors, and Hardware, provided by Seagate to its customers as a service for collecting, organizing, storing, hosting, processing, retrieving, transmitting, transporting, and managing electronic data. The Lyve Cloud Services are also referred to herein as “Lyve Cloud Object Storage” and the “Services”.

By clicking “I AGREE”, agreeing to an agreement or Order with Seagate that incorporates this Services Agreement, or by accessing, purchasing, reselling, or using the Services, Company agrees to be bound and abide by this Services Agreement. If Company does not agree to this Services Agreement, do not use or resell the Services.

This Services Agreement is effective on the earlier of the date Company agrees to these terms or the date Company first accesses or purchases the Services. This Services Agreement will remain in effect until expiration of the Subscription Term (including with respect to Customer Orders accepted by Seagate during the term of Company’s Customer Agreement) unless terminated earlier in accordance with the terms of this Services Agreement or the Customer Agreement. The term of the Services is set forth in the Order for the Services based on the available options Company selects (the “Subscription Term”).

By accepting this Services Agreement, or accessing, purchasing, reselling, or using the Services, you represent you are of legal age and capable of forming a binding contract with Seagate, including on behalf of Company. If you are an Authorized User as defined in the Customer Agreement, you agree that you will comply with the terms of this Services Agreement.

Company agrees to the following terms in relation to the Lyve Cloud Services ordered by Company.  This Services Agreement includes the following content set forth further below.

1. Lyve Cloud Object Storage Services
2. Service Level Requirements
3. Technical Support
4. Information Security Program
5. Termination Process and Non-Paid Service Accounts
6. Supplement For Lyve Cloud Infrequent Access Tier

LYVE CLOUD OBJECT STORAGE SERVICES

1. Access and Use. Subject to the terms of this Services Agreement, Seagate grants Company a nontransferable, non-sublicensable, nonexclusive, revocable right to access and use, (and if Company is an authorized Solution Provider, the right to resell to Company’s Customers the Services in the Eligible Countries (see Paragraph 8) during the Subscription Term (defined in Paragraph 2.1 below) provided that resale is limited to the Territory set forth in the Solution Provider Plan terms).
2. Data Encryption. If Company Data is unencrypted, Seagate shall encrypt Company Data using encryption keys provided by Company. If Company does not provide encryption keys to Seagate, Seagate shall encrypt Company Data using Seagate’s key management system, and provide the keys to Company. Once encrypted, Seagate shall have no ability to access the contents of Company Data.
3. Pricing. Company’s price per Terabyte (“TB”) of Company Data in Lyve Cloud Services is set out in the cart of the Portal’s checkout process. The fees for Lyve Cloud Services are calculated by the arithmetic average of the daily maximum TB of Company Data each day of the applicable calendar month. Seagate may change the per-TB pricing for any renewal period by informing Company not less than 15 days, as applicable, prior to the end of the initial Services Period or then-current renewal period of the Services Period.
4. Payment. Company shall pay pay-as-you-go Orders each month in arrears for the Services fees of the prior month. Company shall pay the reserve portion of reserve Orders each month in advance and Company shall pay any overages of Company Data above the reserve portion of the prior month in arrears. Within the first 10 days of the subsequent month, Seagate will invoice Company each month in arrears for the fees of the prior month, as set out above.
5. Autorenewal. For each Services Period that is month-to-month, the Services Period will commence on effective date of the Order and will automatically renew for an unlimited number of additional monthly renewal periods. For each Services Period that is longer than monthly, the Services Period will commence on effective date of the Order and will automatically renew for an unlimited number of additional yearly renewal periods. Subject to other rights of termination or suspension set out in the Agreement, either party may stop such auto-renewal by providing written notice of non-renewal to the other party not less than (i) 15 days prior notice to the end of the then current monthly Services Period, or (ii) 60 days prior to the end of the then non-monthly Services Period.
6. Data Privacy Agreement. This Services Agreement incorporates the Lyve Data Privacy Agreement (“Lyve DPA”) when Company’s or its Customers’ use of the Services includes the processing of Personal Data. The Lyve DPA is available at https://www.seagate.com/legal/lyve/data-privacy-agreement.
7. Eligible Countries. Services are available to customers located (established) in the countries listed at: https://www.seagate.com/legal/lyve/services-terms/#additional-terms-eligible-countries/.
8. Lyve Customer Agreement and Solution Provider Plan. This Services Agreement incorporates by reference the Lyve Customer Agreement located at https://www.seagate.com/legal/lyve/customer-agreement/ (“Customer Agreement”). The resale of the Services (including use for purposes of providing solutions or services to Company’s Customers (“Solutions”)), is conditioned on Company’s compliance with the Solution Provider Plan terms applicable to Company’s Service account.  The standard Solution Provider Plan terms for the Service are located at: https://www.seagate.com/legal/lyve/customer-agreement/#solution-provider-plan/ and apply to Company’s Orders and activities conducted as a Solution Provider of this Service unless Company agrees to a separate Solution Provider Plan with Seagate for the Order. To the extent of a conflict between the terms of the Customer Agreement, this Services Agreement, and/or the Solution Provider Plan terms, the following order of precedent shall apply: Solution Provider Plan terms, then this Services Agreement, then the Customer Agreement. Terms defined in the Customer Agreement have the same meaning in this Services Agreement unless otherwise defined herein.

SERVICE LEVEL REQUIREMENTS FOR LYVE CLOUD SERVICES ONLY

1. Service Level
   1. Services Commitment. The uptime service level requirements for the Lyve Cloud Services are described here. Company’s remedies and Seagate obligations for any Services performance issues are exclusively provided here.
      1. "Lyve Cloud Services" means the Services directly related to computer software applications, tools, application programming interfaces, and connectors provided by Seagate as its data storage online platform as a service offering, together with the programs, portals, tools, software, networks and equipment that Seagate uses to make such platform available to its customers for processing, hosting, computation, collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, consultation, use, transmission, dissemination, or otherwise making available, alignment, combination, restriction, erasure, or destruction of Stored Data.
      2. Monthly Update. At the end of each month, Seagate shall calculate the month’s Monthly Uptime.
      3. Monthly Uptime Requirements. At the end of each month, Seagate shall calculate the Services Credits as a percentage of the total fees owed by Company for the applicable Services affected for the respective Monthly Uptime as set out below.
         
         

         Lyve Cloud Services Monthly Uptime Ranges	Services Credits
         Less than 99.5% but greater than or equal to 99.0%	10%
         Less than 99.0% but greater than or equal to 95.0%	25%
         Less than 95.0%	100%

   2. Monthly Uptime Calculation. As applicable for each of the Services, Seagate shall calculate the Monthly Uptime (defined below) by subtracting from 100% the average of the Error Rate from each 5-minute interval in the applicable month. Seagate shall calculate the Error Rate for each of the Services as a percentage for each 5-minute interval in the monthly billing cycle. If Company does not make any requests in a 5-minute interval, that interval will be deemed to have a 0% error rate.
      1. "Monthly Uptime" means 100% - Error Rate%, as applicable for each of the Services.
      2. "Error Rate%" means the quotient where the numerator ‘Company’s number of errors returned by the applicable Services’ is divided by the denominator ‘Company’s number of requests for the applicable request type’.
      3. "Services Credits" means, as to a particular month in which Seagate provides the Services within the applicable Monthly Uptime range, the monthly credit amount for such Services that is calculated as the Services Credits percentage for such Monthly Uptime range multiplied by the fees for such Services (as set out in the Order) for such month. By way of example, if the Lyve Cloud Services Monthly Uptime in Month X is 96% and the Lyve Cloud Services fees for Month X are $10,000, then Seagate shall invoice Company $10,000 * 75% = $7,500. 
   3. Application of Services Credits. Seagate shall apply the Services Credits against the payments then owed by Company for the applicable Services. The Services Credits do not entitle Company to any refund or other payment from Seagate. The Services Credits cannot be transferred or applied to any other account. The Services Credits are Company’s exclusive remedy for Seagate’s failure to provide the Services as warranted.
   4. Services Credit Request Procedures. To receive a Services Credit, Company must submit a written claim to Seagate with the words “Lyve Services Credit Request” in the subject line. Company must submit the claim by the end of the second month after the month in which the Services Credit accrues. The claim must identify the month for which Company claims Services Credits together with the dates and times of any incident that adversely affected the Monthly Uptime service levels. The claim must also include Company’s request logs that document claimed incidents when the Services did not meet the Monthly Uptime service levels.
   5. Credit Issuance. Seagate shall confirm the actual Monthly Uptime applicable to the Services Credit request. Seagate shall issue a Services Credit to Company as described below pursuant to the actual Monthly Uptime. Seagate shall issue the Services Credit to Company within 1 billing cycle after the confirmed request. This Service Level Requirements document describes the maintenance and technical support Seagate provides under the Agreement. Company’s sole and exclusive remedy and Seagate sole and exclusive obligation for any uptime or support issue are as provided in this Service Level Requirements document.
2. Monthly Uptime Exclusions
   1. Monthly Uptime Exclusions. The Monthly Uptime will exclude errors related to any of the following exclusions in this section.
   2. Events Beyond Seagate’s Control. The Monthly Uptime requirement does not apply to the extent it is affected by events outside of Seagate’s reasonable control, including Internet access constraints beyond the demarcation point of the Services or force majeure events as defined in the Agreement.
   3. Company or Third-party Causes. The Monthly Uptime requirement does not apply to the extent it is affected by any actions or inactions of Company or any third party or to the extent the Monthly Uptime is affected by Company’s equipment, software, other technology, or third-party equipment, software or other technology (other than third-party equipment within Seagate’s direct control).
   4. Planned Downtime. The Monthly Uptime requirement does not apply during planned and announced downtime for upgrades to Services.
   5. Temporary Suspension. The Monthly Uptime requirement does not apply during any suspension, expiration or termination of Company’s right to use the Services in accordance with the Agreement.
   6. Other Factors. If the Monthly Uptime is impacted by factors other than those used in Seagate’s calculation of Monthly Uptime, then Seagate may issue a Services Credit to Company considering those factors at Seagate’s discretion.
3. Fair-use Policy
   1. Successful Access. Seagate has a fair-use policy mechanism to ensure that all Seagate customers can successfully access and use the Services regardless of the load conditions. Seagate strives to prevent Users from using excess Services at the expense of other Users.
   2. Dynamic Controls. For each account, Seagate dynamically controls the amount of concurrent API requests as well as the upload, download, and Services resources.
   3. Resource Allocation. The resource allocations for each account depend on the storage volume. For example, an account with 1 PB or more of Lyve Cloud Services storage will RECEIVE A HIGHER RESOURCE ALLOCATION THAN AN ACCOUNT WITH 1 TB OF LYVE CLOUD SERVICES STORAGE.

TECHNICAL SUPPORT FOR LYVE CLOUD SERVICES ONLY

1. Definitions.
   1. “Incident” means an unplanned interruption or reduction in service quality of the Services.
   2. “Support Interface” means the Seagate support interface made available to Company by Seagate, which may include some or all of the following: a knowledge base, on-line case tracking, frequently asked questions, a download page for Updates and Upgrades, and Documentation.
   3. “Updates and Upgrades” means subsequently released versions of the Services. Updates and Upgrades do not include any products that Seagate licenses separately from the Services or for an additional fee to any of Seagate’s customers.
   4. “Workaround” means a modification or patch for a particular version of the Services, or instruction to Company, which may be of a temporary or interim nature, and which avoids, corrects, or circumvents issues that impact service quality. Any Workaround will be supported by Seagate until a resolution is in effect.
2. Maintenance and Support. In consideration of payment of the applicable fees, Seagate shall provide Maintenance and Technical Support as further described herein.
3. Maintenance. Seagate shall use reasonable efforts to maintain the Services so that they operate at the predetermined service quality levels (“Maintenance”).
4. Technical Support
   1. Eligibility. The Technical Support (defined below) is for Company. Other Users are not eligible for any support under this Agreement.
      1. Support. Subject to this section 4.1, Seagate shall provide the support as described herein to assist in Company’s use of the Services and resolve Incidents in the Services (“Technical Support”). Technical Support is available globally on a 24x7x365 basis through the Support Interface.
   2. Services Restoration. For Incidents initiated by Company, Seagate shall log, track, and use reasonable, professional, and workmanlike efforts to restore the Services to the agreed upon service quality.
   3. Acknowledgement. Seagate agrees to use reasonable efforts to acknowledge Incidents and provide Workarounds reported to Seagate by Company through the Support Interface. Seagate shall send acknowledgements to Company via email or through the Support Interface. For any Severity 1 Incident, acknowledgements will not be satisfied by an automatically generated acknowledgement only.
   4. Incident Severity Levels, Response Times, and Restoration. Once Company has reported an Incident to Seagate, Seagate shall respond to the Incident, and/or restore the service within the timeframes in the table below.

      Severity Level	Business Impact	Description	Definition	Escalation	Response Time	Follow-Up Time	Restore Time
      Severity 1	Very Serious	Production system down	Company business operations halted and Users are unable to complete daily operations	Seagate immediately notifies company support management	Immediate or within 30 minutes	1 hour	Seagate shall use reasonable efforts to provide a Workaround within 8 hours
      Severity 2	Critical	Severe functionality loss	Company cannot perform key business functions	Seagate immediately notifies company support management	Immediate, or within 30 minutes	4 hours	Seagate shall use reasonable efforts to provide a Workaround within 24 hours
      Severity 3	Important	Limited functionality	Issue impacts minor business operations	Next scheduled patch release or acceptable Workaround	12 hours	24 hours	Use reasonable efforts to include with next scheduled patch release or acceptable Workaround
      Severity 4	Minor	Non-server, frequently asked questions or Documentation issue	Issue has minimal impact on business operations	Next scheduled patch release or acceptable Workaround	24 hours	1 week	Use reasonable efforts to include with next scheduled patch release or acceptable Workaround

LYVE CLOUD SERVICES INFORMATION SECURITY

Seagate shall implement, maintain, monitor and, where necessary, update a comprehensive written information security program that contains appropriate administrative, technical, and physical safeguards to protect Stored Data against anticipated threats or hazards to its security, confidentiality, or integrity (such as unauthorized access, collection, use, copying, modification, disposal or disclosure, unauthorized, unlawful, or accidental loss, destruction, acquisition, or damage or any other unauthorized form of processing) (“Information Security Program”).

Company acknowledges that the Information Security Program is subject to technical progress and development and that Seagate may update or modify the program from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by Company. Subject to such updates and modifications, the Information Security Program will include the security controls identified below.

Seagate does not review, edit, or take any responsibility for data, content, or material created, stored, or made accessible through the Services. Seagate does not accept responsibility from Company or Users for any resulting damages or liabilities arising therefrom.

Seagate reserves the right to investigate any violation of the Information Security Program or misuse of the Services. Seagate may report any activity that Seagate suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties, and assist all such parties with such investigations.

LYVE CLOUD SERVICES TERMINATION PROCESS AND NON-PAID SERVICE ACCOUNTS

1. The parties may terminate the Services as follows:
   1. Company Initiated Termination
      1. The termination process will be initiated when Company provides Seagate the applicable termination notice as set out in the Agreement.
      2. Company must submit a support ticket to through the Support Interface indicating that Company desires to terminate the Services.
      3. Seagate shall communicate with Company to confirm the authenticity of such support ticket.
      4. Seagate shall update the support ticket confirming authentication.
      5. If Company wants to reinstate the Services before termination is effective, Company must notify Seagate in time for Seagate to continue the Services.
   2. Seagate Initiated Termination or Expiration
      1. The termination process will be initiated when Seagate provides Company the applicable termination notice as set out in the Agreement.
      2. The termination process will be initiated when the Agreement expires on its own terms.
   3. Termination Timeline
      1. Seagate shall terminate Company’s account approximately 24 hours before the termination of the Services.
      2. Seagate shall delete all the Stored Data from the Services approximately 30 days after termination is effective.
2. Non-Paid Service Accounts.

   Seagate may offer non-paid Service evaluation accounts including, but not limited to, “Evaluation”, “Proof of Concept”, “Trial”, “Try-to-buy”, or similar non-paid offers (each, a “Non-paid Service Account”). Non-Paid Service Account deployments are time-bound and may automatically convert to paid subscriptions after the indicated evaluation or trial period, as described in the Order or this Agreement. Upon the expiration or termination of the Service Period for any Non-paid Service Account, Company is required to either (1) place a service ticket in the user consol for the Service to close the non-paid Service account and delete all user data, or (2) begin paying for Services.

   Upon expiration or termination of a Service Period for a Non-paid Service Account, Seagate reserves the right to immediately suspend the account and Company’s access to and use the Services or under the account.  Seagate shall delete all the Company Data from the Non-paid Services Account approximately 30 days after the earlier of termination or expiration. Non-paid Service Accounts are not covered by the Lyve Cloud Service Level Requirements.

Version: December 10, 2024

SUPPLMENT FOR LYVE CLOUD INFREQUENT ACCESS TIER

This Supplement for Lyve Cloud Infrequent Access Tier service (“Supplement”) is entered into between Company and Seagate. This Supplement governs Company’s use of, access to, and purchase of the Infrequent Access service. This Supplement incorporates by reference Lyve Cloud Services Terms available at: https://www.seagate.com/legal/lyve/services-terms/#lyve-cloud/.  To the extent of any conflict between this Supplement and the Lyve Cloud Services Terms, this Supplement governs solely with respect to the Infrequent Access service.  Please read this Supplement carefully before Company uses or purchases the Service. By clicking “I AGREE”, agreeing to an agreement or Order with Seagate that incorporates this Supplement, or by accessing, purchasing, or using the Infrequent Access service, Company agrees to be bound and abide by this Supplement. If Company does not agree to this Supplement, do not use the Service.

1. Definitions and Key Terms
   1. “Infrequent Access” or “Service” means the Lyve Cloud Infrequent Access service comprised of a dedicated S3 service tier of Lyve Cloud Object Storage specifically designated for infrequently accessed data with long retention times.
   2. “Order” has the same definition as ascribed under the Lyve Customer Agreement (see: https://www.seagate.com/legal/lyve/customer-agreement/). Orders will be issued by Seagate for acceptance and will contain information including, but not limited to, pricing, Service term start dates and duration, minimum usage commitments, and other commercial details.
   3. “Minimum Object Retention” is the minimum amount of time a data object must remain unmodified in a storage bucket of the serv ice. If the object is deleted prior to the minimum retention period, the remainder of time will be charged to Company.
   4. “Data Replications” means the data policies set by Company within its instance of the Service to create replications of data objects across multiple data centers.
   5. Stored Data Calculation. Seagate calculates the TB of Company Data actually stored on the Service by determining the arithmetic average of the daily maximum TB of Company Data stored on the Service for each day of the applicable calendar month, inclusive of Data Replications.
2. Pricing and Minimum Commitments
   1. Pricing for Infrequent Access will be specified on the Order in the form of US Dollars per TB per month of Company Data, an upfront ‘reserve fee’ for use of the Service over a given term, or both. Unless otherwise stated in the applicable Order , pricing for Infrequent Access is  $3.75/TB/Month, exclusive of applicable sales, value-added, use, and similar taxes.
   2. Unless otherwise specified on the Order, Infrequent Access service requires a minimum billed storage volume commitment of 5,000 TB per month (or equivalent) for the duration of the Service, regardless of the amount of data actually stored. Seagate will invoice the price indicated above (plus applicable taxes) for the greater of (a) each TB of Company’s Data actually stored in Services, or (b) the minimum storage volume commitment.  This minimum commitment is for dedicated Infrequent Access service only, and may not be included with standard tier service commitments.
   3. Infrequent Access includes a Minimum Object Retention period of 180 Days. Objects deleted prior to 180 days will be charged for the remainder of the minimum object life at the pricing specified on the Order. For example, if a 1TB object is created on day 1 and deleted on day 150, a customer using the Service at $3.75/TB/Month, will receive a Minimum Retention Charge of approximately 1 month (30 days) multiplied by 1TB, multiplied by $3.75.  Minimum Object Retention charges will be charged independently of any minimum storage commitments.
   4. Unless otherwise specified on the Order, Company is required to commit to a minimum term of 12 months for use of Infrequent Access service.
3. Rate Plans
   1. Monthly Plan. Company will be billed monthly, on or around the 1^st of the calendar month, for storage and associated services based on Company’s Data stored on the Service, inclusive of minimum usage commitments as stated above. Monthly billings are subject to a minimum term, as specified on the Order or above. Additional monthly charges including Minimum Object Retention fees may also be included on the monthly invoice.
   2. Reserved Plan. Company will be billed upfront for the full term of the service, as specified on the Order. Any usage above the reserve capacity will be billed monthly as a usage Overage Charge which will be stated on the Order.
   3. Custom Plan. Company may be offered a customized rate plan. The terms, billing method, and details of the rate plan will be specified on the Order.
4. Usage Restrictions & Fair Use Policy
   1. Minimum Object Retention. Objects are required to be retained for at least 180 days. Objects deleted prior to 180 days are subject to charges specified in Section 2.3.
   2. Retrieval Restrictions. Data retrieval operations may not exceed total average objects stored on the Infrequent Access service within a given month. Data retrieval operations above the threshold are subject to additional charges and penalties or Service suspension.  Seagate shall notify Company in writing, with a 30-day opportunity to cure, before applying additional fees or suspending access to or use of the Service.
   3. Access Speed. Access speed will be based on system priority, with data operations on standard-tier Lyve Cloud Object Storage service prioritized for execution over Infrequent Access service data operations. PUT and POST API operations are prioritized over other operations in the usage of the system at the Infrequent Access service level.
   4. Minimum File Size. Each object stored on Infrequent Access service must be a minimum of 128 KB.
   5. Data Center Availability. Unless otherwise specified by Seagate in writing, all data on the Infrequent Access tier will be stored in Seagate-specified US-Central and APAC data centers on a dedicated Infrequent Access tenant.  Data replication across data centers is not available for the Infrequent Access service by default, but is available at the standard-tier Lyve Cloud Object Storage service rate.
   6. Fair Use Policy. Seagate seeks to ensure all Seagate customers can successfully access and use the Services regardless of the load conditions and strives to prevent customers from using excess Services at the expense of others.  For each Infrequent Access account, Seagate dynamically controls the amount of API requests as well as upload, download, and Service resources. The resource allocations for each account depend both on the Company Data volume and the service tier.  Where necessary to allocate resources, resources will be prioritized for Lyve Cloud Object Storage standard-tier operations over the Infrequent Access tier.
   7. Workload Evaluation. Seagate reserves the right to evaluate Company’s proposed data workload and determine if the workload will fall within the parameters of the Infrequent Access tier. Seagate may reject any request or order for the Service if it is determined that the workload exceeds parameters of Infrequent Access.  Further, Seagate reserves the right to monitor the Company’s active workload.  If Company, including its Authorized Users (and its customers if Company is a Solution Provider) exceed or violate the usage rights and limits forth under this Addendum (including the Lyve Cloud Service Terms), Seagate may, at its discretion, revert pricing to the standard-tier service, charge additional fees and penalties, and/or suspend service.
5. Service Level Agreement
   1. The Infrequent Access service is subject to the Service Level Requirements found at https://www.seagate.com/legal/lyve/services-terms/#lyve-cloud-service-levels.

 

Version: December 10, 2024

LYVE MOBILE & SEAGATE SYSTEMS LEASING

LYVE MOBILE DATA TRANSFER SERVICE TERMS

These Lyve Mobile Data Transfer Service Terms (referred to herein as “Services Agreement”) are entered into by the individual, company, or other entity agreeing to these terms (“Company”) and the following Seagate contracting party as designated by regional location (“Seagate”).

This Services Agreement governs Company’s use of, access to, purchase of, and resale of the Lyve Mobile Data Transfer Services. Resale of the Services requires Seagate prior authorization.

“Lyve Mobile Data Transfer Services” means Seagate data transport as a service, a high-capacity, scalable, modular edge storage solution that enables businesses to aggregate, store, move, and activate data in a fast and efficient manner. The Lyve Mobile Data Transfer Services are also referred to as the “Lyve Mobile Services” and as the “Services” herein.  

Please read this Services Agreement carefully before Company uses, purchases, or resells the Services. By clicking “I AGREE”, agreeing to an agreement or Order with Seagate that incorporates this Services Agreement, or by accessing, purchasing, reselling, or using the Services, Company agrees to be bound and abide by this Services Agreement. If Company does not agree to this Services Agreement, do not use or resell the Services.

This Services Agreement is effective on the earlier of the date Company agrees to these terms or the date Company first accesses or purchases the Services. This Services Agreement will remain in effect until expiration of the Subscription Term (including with respect to Customer Orders accepted by Seagate during the term of Company’s Customer Agreement) unless terminated earlier in accordance with the terms of this Services Agreement or the Customer Agreement.

By accepting this Services Agreement, or accessing, purchasing, reselling, or using the Services, you represent you are of legal age and capable of forming a binding contract with Seagate, including on behalf of Company. If you are an Authorized User as defined in the Customer Agreement, you agree that you will comply with the terms of this Services Agreement.

Company agrees to the following terms in relation to the Lyve Mobile Services ordered by Company.  This Services Agreement includes the following content, including as set forth below.

1. Lyve Mobile Data Transfer Services
2. Supplement for Lyve Mobile with Cloud Import
3. Lyve Mobile and Seagate Systems Leasing End User License Agreement

5. SERVICE TERMS
   1. Lyve Customer Agreement and Solution Provider Plan. This Services Agreement incorporates by reference the Lyve Customer Agreement located at https://www.seagate.com/legal/lyve/customer-agreement/ (“Customer Agreement”). The resale of the Services (including use for purposes of providing solutions or services to Company’s Customers (“Solutions”)), is conditioned on Company’s compliance with the Solution Provider Plan terms applicable to Company’s Service account.  The standard Solution Provider Plan terms for the Service are located at: https://www.seagate.com/legal/lyve/customer-agreement/#solution-provider-plan/ and apply to Company’s Orders and activities conducted as a Solution Provider of this Service unless Company agrees to a separate Solution Provider Plan with Seagate for the Order. To the extent of a conflict between the terms of the Customer Agreement, this Services Agreement, and/or the Solution Provider Plan terms, the following order of precedent shall apply: Solution Provider Plan terms, then this Services Agreement, then the Customer Agreement. Terms defined in the Customer Agreement have the same meaning in this Services Agreement unless otherwise defined herein. Solution Provider Plans and Services previously made available by Seagate to Solution Providers under a Solution Provider version of the Customer Agreement (generally referred to as the “Solution Provider Agreement” or similar) are now governed by the Customer Agreement. All references in this Services Agreement to “Company’s Customers” or to “Customers” apply only to the extent that Company is a Seagate authorized Solution Provider providing the Services to Company’s Customers in accordance with the Solution Provider Plan.
   2. Lyve Data Privacy Agreement and Business Associates Addendum. This Services Agreement incorporates the Lyve Data Privacy Agreement (“Lyve DPA”) when Company’s or its Customers’ use of the Services includes the processing of Personal Data. The Lyve DPA is available at https://www.seagate.com/legal/lyve/data-privacy-agreement/. If Company or its Customers collect, store, process, or transmit Personal Data in Company’s or its Customers’ use of the Services, Company or its Customer shall provide legally adequate privacy notices and obtain all necessary consents and possess lawful grounds for the processing of the Personal Data using the Services.
   3. Access and Use. Subject to the terms of this Services Agreement, Seagate grants Company a nontransferable, non-sublicensable, nonexclusive, revocable right to access and use, (and if Company is an authorized Solution Provider, the right to resell to Company’s Customers the Services in the Eligible Countries (see Paragraph 8.2 below) during the Subscription Term (defined in Paragraph 2.1 below) provided that resale is limited to the Territory set forth in the Solution Provider Plan terms). Company’s rights and responsibilities relating to end use of any software included with or provided as part of the Services are governed by separate end-user license agreements. Company shall comply with the terms of all end-user license agreements that are either included in this Services Agreement, the Order, or accompanying the Services (“EULAs”) for software Company accesses or uses as an end user in connection with the Services. The EULA for Services (“EULA”) is located at https://www.seagate.com/legal/lyve/services-terms/#lyve-mobile-systems-leasing-eula/. To the extent of a conflict between the terms of this Services Agreement and the EULA, the EULA will control only with respect to the subject matter of the EULA.
   4. Additional Services. There may be other services available to Company or its Customers. All other services are subject to the terms and fees that apply to that service.
   5. Upgrades. Company shall promptly apply any upgrades, patches, bug fixes, or other maintenance to the Services as they are made available by Seagate.
   6. Compliance with Service Specifications. Company shall comply with the instructions, user manual, and specifications provided for the applicable Services and resale thereof.
   7. Service Plans. Company may select a “Project Plan” or an “Up-Front Payment Plan” for the Services. Services and Service plans made available by Seagate, are not provided or intended for personal, family, or household use or other purposes outside of trade or industry, and Company agrees not to use or resell the Services to end customers for such purposes.
   8. Prohibited Use. Company shall not, and shall not allow any third party, Customer, or Authorized User to use the Portal or Services for the purpose of cryptocurrency or other distributed-ledger technology including for plotting, creating ash, mining, farming, pooling, coining or any related activities.
6. PROJECT PLAN
   1. Minimum Term. The term of the Services is set forth in the Order for the Services based on the available options Company selects (the “Subscription Term”). The Subscription Term as used in this Services Agreement has the same meaning as assigned to “Services Period” in the Customer Agreement. The Subscription Term for Project Plan subscriptions will be set forth in the Order, with a minimum term of 10 days unless the Order states otherwise. The subscription becomes active based on the estimated arrival date of Hardware shipped to the delivery address plus one day.
   2. Renewals. Upon expiration of the Subscription Term, the Services will auto-renew for recurring monthly terms unless Company or its Customer: (1) initiates a return of the Hardware during the Subscription Term through the Portal or contact a Seagate support agent or representative for the Services, and (2) return the Hardware to Seagate in accordance with the terms of this Services Agreement.
   3. Cancellation. Company may cancel a Subscription Term on Company’s own account (or that of Company’s Customer when acting as their Solution Provider) and initiate return of Hardware at any time through the account dashboard at the Portal or by contacting a Seagate support agent within the Portal. Seagate will issue a shipping label and other necessary information to return the Hardware. Seagate will daily-prorate fees for the final month of service, with the Subscription Term ending upon the date the Hardware is shipped back to Seagate’s designated facility (subject to receipt of all equipment in working order). Company will continue to be charged for services on a recurring basis until the Hardware is returned, including all associated components and ancillary items.
7. UP-FRONT PAYMENT PLANS
   1. “Up-Front Plans”. For selected Services, Company may have the option to pay up-front for designated commitment periods of subscription services. The Services offered under the Up-Front Plans are subject to renewal at the expiration of the Subscription Term.
   2. Minimum Term. The Subscription Term will be set forth in the Order.  The Subscription Term starts on the estimated arrival date the Hardware shipped to the Customer plus one day. The Semi-Annual Plan Subscription Term ends six full months after the activation date; the Annual Plan Subscription Term ends twelve full months after the activation date.
   3. Renewals. Company (or its Customer) may renew the Services for an additional Subscription Term through the Portal or by contacting a Seagate sales representative for the Services.  As condition of renewal, Seagate may require return and replacement of some or all Hardware for purposes of diagnostics, updates, repair, and refurbishment. In such case, Seagate will send different Hardware of equal or greater performance as a replacement for existing Hardware at the start of the new Subscription Term. If Company or its Customer does not renew the Services subscription Company will have 7 calendar days to return all Hardware (including associated peripherals) after the last day of the Subscription Term. If Company (or its Customer) do not return the Hardware after 7 calendar days, Seagate will charge Company the current monthly "Project Plan” rate at list price (minus term-based or customer-based discounts) under a renewed  monthly Subscription Term. The subscription will continue to renew on a monthly basis until Company (or its Customer) elects to terminate in accordance with the terms of this Services Agreement and Seagate has confirmed that all Hardware has been returned in working order. Hardware loss fees apply for Hardware loss and damage, as set forth in paragraph 6.5 below.
   4. Cancellation. After ordering a "Semi-Annual" or "Annual" rate plan, Company (or its Customer) may elect to return the Hardware and cancel the subscription within the first full month of the Subscription Term. If Company (or its Customer) exercises this option, upon complete return of all Hardware, Seagate will issue Company a refund in the form of a prorated account credit based on the remaining months left on the Subscription Term.  After the first full month of the Subscription Term, Company (or its Customer) may return Hardware at any time and cancel a “Semi-Annual” or “Annual” rate plan subscription, but all upfront payments are non-refundable. Cancellation is not effective until all Hardware is returned. Company will continue to be charged monthly at the “Project Plan” rate at list price (minus term-based or customer-based discounts) for each additional month of service or portion thereof until the Hardware is returned to Seagate.
   5. “Flex up” Amendment. Company or its Customer may add or substitute different Hardware through the Portal under Up-Front Plans, subject to additional subscription and shipping fees. 
8. PRICING AND PAYMENTS
   1. Pricing. The Services pricing and fees are based on the pricing made available in the service selection and ordering process at the Portal and included in the Order.
   2. Initial Billing. The initial invoice will be issued upon the date of service activation after the Hardware is shipped, and may include one-time charges such as delivery shipping and other applicable up-front fees, as specified in the Order. Unless otherwise stated in this Services Agreement or the Order, payment of the initial invoice is non-refundable.
   3. Billing Cycle. Company will be billed monthly in arrears for all recurring Services charges, unless Company (or its Customer) have selected an Up-Front Plan and/or the Order states otherwise. Invoices will be issued monthly, based on the date of activation of Company’s first subscription Services Order with Seagate. Company may contact Seagate to request a different billing date. Depending on the date of Service activation the first bill (and last bill where applicable) may be daily-prorated for a partial month.
   4. Additional Fees. Unless otherwise stated on Company’s Order, Company shall pay a one-time charge to cover standard round-trip shipping of any Hardware units. Shipping fees may vary based on the region, type of hardware equipment, method of shipping, and other factors. Additionally, Company may be required to pay fees or penalties related to professional services, special shipping arrangements, or loss or damage of hardware, including hardware cases.
9. HARDWARE TERMS
   1. Shipping Terms. Unless otherwise stated in Company’s Order, Seagate will ship all Hardware DAP (Delivery at Place) of the destination (Incoterms 2020) provided that Seagate will be responsible for import clearance on Seagate shipments of Hardware to the Eligible Counties identified in Annex 1 of this Services Agreement (unless otherwise agreed by Seagate and Company in writing) and Company will be responsible for risk of loss as provided in Paragraph 5.3 below. Notwithstanding the preceding, for shipments of Hardware to Switzerland, Company agrees to be the importer of record responsible for clearing the goods for import and paying all import costs including any duties, taxes, or other clearance charges. All scheduled shipment dates are estimates only.
   2. Care and Maintenance. Company shall be maintain the Hardware (at Company’s cost and financial responsibility) in the same condition as when it was initially received from Seagate with the exception of ordinary wear and tear that results from normal use. Company and its Customers shall comply with the provided instructions, user manual, and specifications for the Hardware. Company (and its Customers) shall exercise the same degree of care toward the Hardware as exercised towards Company’s own property of similar nature, but no less than reasonable care. Company shall (and Company shall require that its Customers) inform Seagate via the Portal or other support contact mechanism designated by Seagate for the Services to report any Hardware technical or operational issues, and enable Seagate or its designated service representative to provide support and other maintenance or replacement of Hardware.
   3. Risk of Loss. Company (including for its Customer) bears the risk of loss or damage to the Hardware and any other items provided by Seagate, including any associated accessories, such as shipper cases, power supplies and cables, and connectors, from the point where it is delivered to Company by Seagate until Company returns the Hardware to Seagate’s carrier properly packaged for return shipment to Seagate. If Hardware is lost or damaged, Company is subject to a loss fee up to and including the fee(s) set forth in Paragraph 6.5 (“Hardware Loss Fee”). In addition, if Hardware becomes confiscated or subject to additional duties or fees as a result of failure by Company or its Customer to accept the Hardware at the place of shipment or based on use of Hardware in violation of this Services Agreement, Company shall pay the reasonable costs incurred by Seagate to recover the Hardware up to the designated Hardware Loss Fee. Company is responsible for injuries to any person or property resulting from the use or possession of the Hardware. Seagate is not liable for any loss or damage to any person or property resulting from the use or possession of the Hardware.
   4. Title and Ownership. Company and its Customer may use the Hardware as part of the Services, however Seagate retains all rights, title, and interest in and to the Hardware and related firmware. Seagate does not sell, lease, rent, or transfer to Company or its Customer any rights or interests in the Hardware except for the limited usage rights expressly specified in this Services Agreement. Company (and its Customers) shall not remove or obscure any tags or markings that identify the Hardware as Seagate’s property. Company shall sign any documents, instruments, recordings, or filings requested by Seagate to preserve Seagate’s interest in to the Hardware. Company shall cooperate with Seagate in taking all reasonable measures to protect Seagate’s interest in the Hardware. Company shall not attempt to transfer any legal interest in the Hardware to any third party.
   5. Protection from Encumbrances. Company shall not allow the Hardware to be subject to any claims, liens, or encumbrances by any third parties asserting claims against Company. Company shall defend and indemnify Seagate against any third-party claims, liens, encumbrances, or seizure of the Hardware by any third party asserting claims against Company. Seagate may exercise any available legal remedies to enforce its rights hereunder, including perfecting a security interest in the Hardware, repossessing the Hardware, or exercising other rights permitted by Law.
   6. Deployed Hardware. Seagate may expand, modify, substitute, replace, or remove any Hardware component deployed as a service at any time. Hardware returns, suspensions, and deactivation are further detailed below.
   7. Internet Connection Requirements and Hardware Access Codes. Per the accompanying instructions provided by Seagate, Company or its Customer shall establish an Internet connection that allows the Hardware to authenticate the host and Company’s (or Customer’s) access credentials and grant Company (or it Customer) access to the Services (by means of confidential unique access keys or codes), and to report location, usage, diagnostic, and telemetry data to Seagate. The credentials granting access to the Services expire after 30 days unless re-established while connected to the Internet or pre-defined through the user permissions set through the Portal account. Accordingly, at least once every 30 days Company (or its Customer where applicable) shall establish an Internet connection to maintain access to the Hardware and Services. Failure to do so, may result in suspension of any rights to access or use the Services and applicable Hardware until Company (or its Customer where applicable) establish an Internet connection sufficient to validate the access credentials. Company remains responsible for all payment obligations for the Services even while Company or its Customer’s access is suspended due to failure to connect to the Internet. Company and its Customer must follow any additional logon procedures designated by Seagate to allow the Hardware to connect with Seagate’s servers. Company acknowledges that its electronic communications will involve transmission over the Internet, which includes networks that are not owned or operated by Seagate. Seagate is not responsible for the reliability or performance of any Internet connections or networks not owned or operated by Seagate.
   8. Usage Environment and Installation Requirements. In any use of or interaction with the Hardware, Company and its Customer must adhere to all Hardware specifications and maintenance guidelines, including all electricity, power, physical storage, and physical security requirements, before deploying the Hardware. Company shall not modify the Hardware without the advance express written consent of Seagate. Company and its Customer may install Seagate-provided firmware and software updates.
   9. Usage by Third Parties. Only Authorized Users may use Hardware provided under a Portal account or Order.
   10. International Trade Compliance. Company agrees to comply with the international trade compliance terms located at https://www.seagate.com/legal/trade-compliance/international-trade-compliance/.
   11. Movement of Hardware. Subject to the terms of this Services Agreement, including the international trade requirements under Paragraph 5.10, above, Company (and its Customer) may, at Company’s respective sole risk and expense, transport the Hardware to different locations under Company’s (or its Customer’s) control. In such case, Company is responsible (and shall ensure that its Customers are responsible) for obtaining any import/export licenses, compliance with all appliable local laws with respect to Company’s use, any product or producer registrations under applicable laws (including under or pursuant to any applicable waste electronic and electrical equipment ("WEEE") schemes), and paying any associated taxes or fees (including any applicable WEEE registration fees). Seagate is not responsible for any loss, damage, theft, or seizure of the Hardware or Company’s Data or that of Company’s Customer. Company must (and will ensure that Company’s Customer shall as applicable) transport the Hardware back to the country of original deployment before shipping back to Seagate except where expressly approved by Seagate in writing, in which case additional shipping fees may apply. In all cases the Hardware must be returned to Seagate from within the Eligible Countries. Seagate’s ability to provide remedies to a failure of the limited functionality warranty may be limited or not available if the Hardware is moved to a location other than the initial ship-to country. Seagate disclaims the limited functionality warranty with respect to Hardware moved to a location other than the initial ship-to country. Company must (and will ensure that its Customer shall as applicable) promptly respond to Seagate’s inquiries as to Hardware location and status.
10. RETURNS PROCESS
    1. Required Return, Return Notices. Company (or its Customer) shall return the Hardware at the end of the Subscription Term as required by Seagate. In addition, Seagate may require return of Hardware at any time. Once Company (or its Customer) has provided notice of intent to terminate the Services, or if Seagate requires Hardware return, Seagate will provide shipping instructions via the Portal or via a Seagate representative.
    2. Return Procedure. To return Hardware, Company (or its Customer) shall: (a) promptly contact Seagate support at the Portal to initiate return of the Hardware (refer to the self-service hardware return menu in the Portal) to obtain return information and instructions; (b) return the Hardware to Seagate in accordance with Seagate’s reasonable shipping instructions;  (c) ensure that all information stored on the Hardware is removed in its entirety; and (d)  confirm in writing to Seagate that Company Data has been erased from the Hardware, once the erasure of Company’s Data has been fully completed.  The details for erasure shall be made available through the Portal (or a Seagate support agent). By providing Seagate data erasure confirmation on behalf of Company’s Customer, Company warrants that it has obtained such data erasure confirmation from its Customer. Specific supplemental Lyve Mobile Services are subject to varying return processes.  Company’s Order, the Portal, and any supplemental Service terms agreed by Company for the supplemental Service will provide the applicable returns process to the extent it varies from this paragraph.  
    3. No Responsibility for Company’s Data. Seagate will not be liable to Company, its Customer, or any third party for Company’s Data or any other information remaining on the Hardware returned to Seagate. Seagate has the right to delete and destroy Company’s Data and any other information left on the Hardware.
    4. Inspection. Seagate or its agents may conduct routine hardware inspection and servicing following receipt of returned Hardware. Seagate will notify Company of any repair or reasonable replacement costs associated with any damage to the Hardware while in Company’s (or its Customer’s) possession or control (other than normal wear and tear).
    5. Deadline for Return and Hardware Loss Fees. Company’s final statement will be daily pro-rated based on the date of return shipment, subject to Seagate’s confirmation that all Hardware is returned in working order according to this Services Agreement. Seagate may suspend or terminate access to Hardware remotely, including for failure to return Hardware as required by Seagate. If Seagate does not receive all components of the Hardware, Seagate may continue to charge Company the subscription or Services fees until Seagate receives the returned the Hardware. If the Hardware is not returned to Seagate within 30 days after receipt of Seagate’s demand or within 30 days after termination or expiration of the Subscription Term, Seagate may charge the account a Hardware Loss Fee (including charges for unreturned Hardware accessories, per unit) up to the amounts shown below. The payment of the Hardware Loss Fee does not result in a sale of or the transfer of title to any Hardware. All Hardware remains the property of Seagate, and Seagate retains all right, title, and interest in and to the Hardware. There is no option for Company or its Customer to purchase the Hardware. Even if the Hardware Loss Fee is paid in full, neither Company nor its Customer obtains title to the Hardware and neither Company nor its Customer shall use or resell the Hardware.

       Hardware Type	Hardware Loss Fee (US Dollars)
       Lyve Mobile Protective Case	$500
       Lyve Mobile Shuttle (16 TB HDD)	$5,500
       Lyve Mobile Shuttle (8 TB SSD)	$6,500
       Lyve Mobile Array (60TB HDD)	$25,000
       Lyve Mobile Array (96TB HDD)	$30,000
       Lyve Mobile Array (46TB SSD)	$40,000
       Lyve Mobile Array (92TB SSD)	$70,000
       Lyve Mobile Rackmount Receiver (any model)	$5,000
       PCIe Adapter	$500
       Car Mount	$500
       Accessory (per unit)	up to $800

11. SUPPORT AND MAINTENANCE
    1. Service and Maintenance Requests. Company (or its Customer) must notify Seagate immediately if the Hardware is damaged or not working properly. Company (and its Customer) may not modify or remove any component of the Hardware. No party other than Seagate or its service representative may perform maintenance or service on Hardware.
    2. Site and Equipment Access. Company shall cooperate with Seagate and its Customer to grant Seagate or its designated service representative physical access to the Hardware as well as access to required electricity and/or internet connection.
    3. Responding to Support Requests. Seagate or its representative will contact Company to address the Hardware issue reported by Company. Seagate may be able to provide support with the Hardware remaining on Company’s (or its Customers’) premise, or Seagate may ship Company (or its Customer where applicable) replacement Hardware to address the issue and provide Company with instructions and materials for Hardware to be returned to Seagate.
    4. Software and Firmware Upgrades. Seagate may periodically update Hardware software and/or firmware remotely. Company (and its Customer) shall ensure that the Hardware has been updated with the latest software/firmware versions and security upgrades made available by Seagate.
    5. Third Party Service Providers. Seagate may designate a third party to service or maintain the Hardware (including 24/7 remote hands as well as onsite servicing, subject to availability). Third parties who have not been designated by Seagate as service representatives are restricted from interacting with or servicing Hardware, or the software or firmware provided with the Mobile Service.
    6. Advance Replacement and Substitute Hardware.  If Seagate requires Hardware return for support or technical issues during a Subscription Term, substitute Hardware will be provided reasonably in advance to allow transfer of the data stored on the Hardware. Where advanced replacement is offered by Seagate, as a condition thereof, the Hardware unit for return (“Return Unit”) must be returned to Seagate’s designated location within 30 days of Company’s (or its Customer’s) receipt of the advance replacement Hardware unit (“AR Unit”). If the Return Unit is not returned within 30 days, Company’s account will be charged the standard monthly subscription fee for the Return Unit until Company return the Return Unit. In addition, Seagate may charge a lost hardware fee as described above. Company and its Customers are responsible for backing-up and transferring all data stored on any Hardware prior to return or deactivation of the Hardware. Except as expressly instructed otherwise by Seagate for advance replacement or substitute Hardware, follow the return instructions in Section 6.
    7. Telemetry. Company (and its Customer) acknowledge and agree that the shipping materials and case for the Hardware may include a property tracking device for purposes of reporting location and related information about the Hardware to Seagate as part of the Telemetry Data. Company shall not (and Company shall not allow its Customers to) remove, modify or disable the property tracking device, except with Seagate instruction.
12. ADDITIONAL TERMS
    1. Prohibited Use. In addition to the prohibitions included in the Customer Agreement, Company agrees that it shall not, and shall not allow any third party, Customer, or Authorized User to use the Portal or Services for the purpose of cryptocurrency or other distributed-ledger technology including for plotting, creating ash, mining, farming, pooling, coining or any related activities.
    2. Eligible Countries. Services are available to customers located (established) in the countries listed at: https://www.seagate.com/legal/lyve/services-terms/#additional-terms-eligible-countries/. 

 

Version: December 10, 2024

SUPPLEMENT FOR LYVE MOBILE DATA TRANSFER SERVICE WITH CLOUD IMPORT

This Supplement for Lyve Mobile Data Transfer Service with Cloud Import (referred to herein as “Supplement”) is entered into by Company and Seagate.

This Supplement governs Company’s use of, access to, and purchase of the Cloud Import Services. “Cloud Import Services” means the data import services provided to supplement the Lyve Mobile Data Transfer Services.

Please read this Supplement carefully before Company uses or purchases the Cloud Import Services. By clicking “I AGREE”, agreeing to an agreement or Order with Seagate that incorporates this Supplement, or by accessing, purchasing, or using the Cloud Import Services, Company agrees to be bound and abide by this Supplement. If Company does not agree to this Supplement, do not use the Services.

This Supplement is effective on the earlier of the date Company agrees to these terms or the date Company first accesses or purchases the Cloud Import Services. This Supplement will remain in effect until expiration of the Cloud Import Service Period established under this Supplement and the Order.

By accepting this Supplement, and by accessing, purchasing, or using the Services, you represent and warrant that you are of legal age and capable of forming a binding contract with Seagate, including on behalf of Company.

1. SERVICE TERMS
   1. Lyve Mobile Service, Hardware, and Service Terms. Company acknowledges that the Cloud Import Services are used in conjunction with Lyve Mobile Services and Hardware. This Supplement incorporates by reference and supplements the terms of conditions of the Lyve Mobile Services located at  https://www.seagate.com/legal/lyve/services-terms/#lyve-mobile/ (“Lyve Mobile Terms”). To the extent of a conflict between the Lyve Mobile Terms and this Supplement, this Supplement will govern with respect to Cloud Import Services. Terms defined in the Lyve Mobile Terms have the same meaning in this Supplement unless defined otherwise herein.
   2. Data Privacy Agreement. This Supplement incorporates the Lyve Data Privacy Agreement (“Lyve DPA”) when Company’s use of the Cloud Import Services includes the processing of Personal Data (defined in the Lyve Mobile Terms). The Lyve DPA is available at https://www.seagate.com/legal/lyve/data-privacy-agreement/.
2. CLOUD IMPORT SERVICES. Seagate and Company agree to Cloud Import Services as described in this Supplement. Seagate will use available technology to import Company Data (defined in the Lyve Mobile Terms) to the cloud service destination identified by Company in the ordering process by URL and name (“Cloud Destination”) from the Lyve Mobile Hardware for which Company purchases Cloud Import Services (“Hardware”). Company must provide Seagate or its agent access to the Cloud Destination to allow for import of Company Data.
3. PROCESS AND RESPONSIBILITIES
   1. Company is solely responsible for selecting Company Data for the Cloud Import Services and ensuring Company Data is: (i) prior to submission to Seagate or use of the Cloud Import Service, properly backed-up and then properly saved and formatted on the Hardware, and (ii) validated by Company during the Validation Period (defined below) following upload to the Cloud Destination. Seagate does not accept responsibility or liability for data loss, validation, data formatting, compatibility issues, or any specific use or results in the Cloud Destination
   2. Company is solely responsible for reviewing and complying with all the instructions and specifications for the Cloud Import Services, and validating compatibility between Company Data, Company’s systems and offerings, the Hardware, Cloud Import Service, and the Cloud Destination environment.
   3. Requirements prior to Hardware shipment. Company must:
      1. Place an order for the Lyve Mobile Data Transfer as a Service with Cloud Import Services at the Lyve Portal (https://lyve.seagate.com/) or accept a formal quote from Seagate for Cloud Import Services.
      2. Complete the automated form with all required information according to the instructions set forth in the Lyve Management Portal to configure the order, including to identify Company’s Cloud Destination.
      3. Log into Company’s Cloud Destination account, create a unique storage container or bucket and permissions for the duration of the project.
      4. Company will be notified if required access is unable to be confirmed.
   4. Requirements prior to equipment return and Cloud Import. Company shall:
      1. Log into the Lyve Portal and follow instructions to initiate the ‘Import Plan’.
      2. Achieve a successful validation of credentials and permissions resulting in an available shipping label for Company to use to send the Lyve Mobile Hardware to Seagate for Cloud Import.
   5. Company will be notified by Seagate through the Lyve Portal after the Hardware has been received and Cloud Import Services identified in the Order have been processed (“Completion Notice”). Company must validate the Cloud Destination upload of Company Data within 120 hours following the Completion Notice (“Validation Period”). Company authorizes Seagate to crypto-erase Company Data from the Hardware upon expiration of the Validation Period. Company’s subscription to the Lyve Mobile Services does not end (and Seagate reserves the right to continue to charge Company for additional days that Company Data remains on the Hardware) until the “Completion Date”. The Completion Date is the earlier of (i) the date that Company provides Seagate confirmation of upload of Company Data from the Hardware to the Cloud Destination; or (ii) the date following expiration of the Validation Period that Seagate informs Company of in writing (via the Portal or email) that Cloud Import Services have been completed and Company Data has been removed from the Hardware. Seagate will not return the Hardware to Company (including after the upload is completed) and Company Data stored on the Hardware will not be accessible or recoverable after crypto-erase is performed.
   6. If the “Cloud Import Cycle Type” in the Order for Cloud Import Services under this Supplement is specified as “Multiple Import Cycles”, following return of a Hardware unit to Seagate for Cloud Import Services and validation of complete data transfer into the Cloud Destination, Seagate will subsequently deploy a Hardware unit to Company’s designated Ship-to location while maintaining the current subscription as active. The Lyve Mobile subscription will remain active until Company (1) provides notice, in writing to Seagate or via the Lyve Management Portal, informing Seagate of termination of the subscription, and (2) completes return of the Lyve Mobile Hardware units and any Completion Notices required for Company Data to be removed from the Hardware; unless earlier terminated by Seagate as set forth in this Supplement and Lyve Mobile Terms Agreement.
4. PAYMENT. Seagate will charge a one-time Cloud Import Services fee in the amount stated on the Seagate issued project quote or order, for each Lyve Mobile Hardware device in which Company purchases Cloud Import Services. The Cloud Import Services fee will appear on the initial invoice upon service activation of the Lyve Mobile with Cloud Import Service. The Cloud Import Services fee will be assessed to Company (or to the master reseller for Company’s account, if Company purchases Cloud Import Services through a reseller). Company agrees to pay all Cloud Import Services fees invoiced to Company according to this Supplement. This fee will appear on the initial invoice for Cloud Import Services) upon service activation.  Standard Lyve Mobile data transfer service equipment usage rates additionally apply.
5. ADDITIONAL TERMS
   1. The service period for the Cloud Import Services provided under this Supplement begins when Seagate receives the Lyve Mobile Hardware returned from Company for Cloud Import Services and ends upon expiration of the Completion Date (“Cloud Import Service Period”) unless earlier terminated according to the Agreement. All payments due up-front are non-refundable. Cancellation of a Cloud Import Services project or the cancellation underlying Lyve Mobile Service purchased for use with the Cloud Import Services shall not relieve Company of its obligation to pay for the services provided up to the termination date nor for payments due up front.
   2. Company grants Seagate and its agents the necessary rights to perform the Cloud Import Services during the Cloud Import Service Period, including the right to (i) access and process Company Data stored on the Hardware and transfer Company Data to the Cloud Destination; and (ii) access and use the provided Cloud Destination information to import Company Data.
   3. Company warrants that (i) it has obtained and paid for all rights Company grants Seagate; and (ii) Company Data complies will all laws (including of the origination, destination, and other governing jurisdictions) applicable to use, processing, and transfer of Company Data with the Cloud Import Services. If Company collects, stores, processes, or transmits Personal Data in its use of the Cloud Import Services, Company shall provide legally adequate privacy notices and obtain all necessary consents and possess lawful grounds for the processing of the Personal Data using the Services.
   4. Company warrants that (i) Company Data stored on the Hardware is not subject to any export control law or requirement that prohibits or prevents the transfer of Company Data from Company to Seagate; (ii) Company Data is not subject to any restrictions or controls imposed under a military or defense security program (for example, without limiting the forgoing, the U.S. International Traffic in Arms Regulations); and (iii) possession or access of Company Data does not require Seagate to obtain or hold any special or specific security clearance issued by any government, including its agencies or departments (for example, without limiting the forgoing, security clearances issued under the United States National Industrial Security Program).
   5. Company agrees to indemnify and defend Seagate against any claims, losses, liabilities, damages and costs arising from (i) Company’s breach of any representation or warranty under this Supplement; and (ii) use of the Cloud Destination for Cloud Import Services as described herein.

Version: December 10, 2024

SEAGATE SYSTEMS LEASING SERVICE TERMS

These Seagate Systems Leasing Service Terms (referred to herein as “Services Agreement”) are entered into by are entered into by the individual, company, or other entity agreeing to these terms (“Company”) and the following Seagate contracting party as designated by regional location (“Seagate”).

This Services Agreement governs Company’s use of, access to, and purchase of the Seagate Systems Leasing Services. “Seagate Systems Leasing Services” is defined as the Seagate offering comprised of a lease (including installation, maintenance, and/or deinstallation by Seagate or its representative, where applicable) of Seagate hardware systems including but not limited to Seagate® Exos® 4U106, Seagate Exos 5U84, and Seagate Exos Corvault systems. The Seagate Systems Leasing Services are also referred to as the “Services” herein.

Please read this Services Agreement carefully before Company uses, purchases, or resells the Services. By clicking “I AGREE”, agreeing to an agreement or Order with Seagate that incorporates this Services Agreement, or by accessing, purchasing, reselling or using the Services, Company accepts and agrees to be bound and abide by this Services Agreement. If Company does not agree to this Services Agreement, do not use or resell the Services.

This Services Agreement is effective as of the date Company first accesses or purchase the Services identified in an Order.  This Services Agreement shall remain in effect until expiration of the Leasing Term (including with respect to Customer Orders accepted by Seagate during the term of Company’s Customer Agreement) unless terminated earlier in accordance with the terms of this Services Agreement or the Customer Agreement.

By entering into this Services Agreement and accessing, purchasing or using the Services, you represent and warrant that you are of legal age and capable of forming a binding contract with Seagate, including on behalf of Company. If you are an Authorized User as defined in the Customer Agreement, you agree that you will comply with the terms of this Services Agreement.

This Services Agreement includes the following content set forth further below.

1. Seagate Systems Leasing Service
2. End User License Agreement

17. SERVICE TERMS
    1. Customer & Lyve Portal Agreement. This Services Agreement incorporates by reference the Customer Agreement located at https://www.seagate.com/legal/lyve/customer-agreement/(“Customer Agreement”). To the extent of a conflict between the terms of this Services Agreement and the Customer Agreement, this Services Agreement will control with respect to the Services identified in this Services Agreement. The resale of the Services (including use for purposes of providing solutions or services to Company’s Customers (“Solutions”)), is conditioned on Company’s compliance with the Solution Provider Plan terms applicable to Company’s Service account. The standard Solution Provider Plan terms for the Service are located at: https://www.seagate.com/legal/lyve/customer-agreement/#solution-provider-plan/ and apply to Company’s Orders and activities conducted as a Solution Provider of this Service unless Company agrees to a separate Solution Provider Plan with Seagate for the Order. To the extent of a conflict between the terms of the Customer Agreement, this Services Agreement, and/or the Solution Provider Plan terms, the following order of precedent shall apply: Solution Provider Plan terms, then this Services Agreement, then the Customer Agreement. Terms defined in the Customer Agreement have the same meaning in this Services Agreement unless otherwise defined herein. Solution Provider Plans and Services previously made available by Seagate to Solution Providers under a Solution Provider version of the Customer Agreement (generally referred to as the “Solution Provider Agreement” or similar) are now governed by the Customer Agreement. All references in this Services Agreement to “Company’s Customers” or to “Customers” apply only to the extent that Company is a Seagate authorized Solution Provider providing the Services to Company’s Customers in accordance with the Solution Provider Plan.
    2. Lyve Data Privacy Agreement and Business Associates Addendum. This Services Agreement incorporates the Lyve Data Privacy Agreement (“Lyve DPA”) when Company’s or its Customers’ use of the Services includes the processing of Personal Data. The Lyve DPA is available at https://www.seagate.com/legal/lyve/data-privacy-agreement. If Company or its Customers collect, store, process, or transmit Personal Data in Company’s or its Customers’ use of the Services, Company or its Customer shall provide legally adequate privacy notices and obtain all necessary consents and possess lawful grounds for the processing of the Personal Data using the Services.
    3. Access and Use. Subject to the terms of this Services Agreement, Seagate grants Company a nontransferable, non-sublicensable, nonexclusive, revocable right to access and use, (and if Company is an authorized Solution Provider, the right to resell to Company’s Customers the Services in the Eligible Countries see Paragraph 8.1 below) during the Leasing Term (defined in Paragraph 2.1 below) provided that resale is limited to the Territory set forth in the Solution Provider Plan terms). Company’s rights and responsibilities relating to end use of any software included with or provided as part of the Services are governed by separate end-user license agreements. Company shall comply with the terms of all end-user license agreements that are either included in this Services Agreement, the Order, or accompanying the Services (“EULAs”) for software Company accesses or uses as an end user in connection with the Services. The EULA for the Services (“EULA”) is located at https://www.seagate.com/legal/lyve/services-terms/#lyve-mobile-seagate-systems-leasing-eula/. To the extent of a conflict between the terms of this Services Agreement and the EULA, the EULA will control only with respect to the subject matter of the EULA.
    4. Additional Services. There may be other services available to Company or its Customers. All other services are subject to the terms and fees that apply to that service.
    5. Upgrades. Company shall promptly apply any upgrades, patches, bug fixes, or other maintenance to the Services as they are made available by Seagate.
    6. Compliance with Service Specifications. Company (and its Customers) shall comply with the instructions, user manual, and specifications provided for the applicable Services.
    7. Commercial Use. The Services made available by Seagate (including on the Portal) are neither provided or intended for personal, family, or household use or purposes, and Company agrees not to use or resell the Services to end customers for such purposes.
18. SERVICES PLAN
    1. Term. The term of the Services is set forth in the Order for the Services based on the available options Company selects (the “Leasing Term”). The Leasing Term as used in this Services Agreement has the same meaning as assigned to “Services Period” in the Customer Agreement. The Leasing Term for the Services is 3 years. The Services become active on the delivery date plus one day (unless Company ordered Hardware installation services from Seagate in which case it will be the earlier of the date that Seagate’s installation services are completed or one week following delivery) and will expire 3 years from the delivery date.
    2. End of Leasing Term. Upon expiration of the Leasing Term, the Services will terminate and Company (or its Customer, as applicable) shall: (1) initiate a return of the Hardware through the Portal or a Seagate support agent, and (2) ensure that the Hardware is returned to Seagate in accordance with the terms of this Services Agreement. If Company and Seagate agree to a new or renewal Order to extend or renew a Leasing Term (in advance of expiration of the existing Leasing Term), Company (or its Customer) may be permitted (only where so authorized by Seagate in writing) to continue to use the same Hardware as issued for the expiring Leasing Term without required return upon expiration of the expiring Leasing Term. 
    3. Cancellation. Company may cancel a Leasing Term on its own account (or that of its Customer, when acting as their Solution Provider) by providing 180 days’ advance notice of termination, however all fees for the Leasing Term shall apply. Company (or its Customer) may initiate return of Hardware through the account dashboard at the Portal or by contacting a Seagate support agent within the Portal. All upfront payments are non-refundable. Seagate may charge Company a per-unit return Hardware shipping fee upon receipt of a request to cancel by Company (or its Customer). Seagate will provide information regarding deinstallation and issue a deinstallation team to remove the Hardware if applicable. Seagate will invoice Company the fees for the full Leasing Term once the Hardware is deinstalled and shipped back to Seagate’s designated facility (subject to receipt of all equipment in working order). Company will continue to be charged for services on a recurring basis until the Hardware is returned and approved to be in working order, including all associated components and ancillary items.
    4. “Flex up” Amendment. Company or its Customer may add or substitute different Hardware through the Portal under the Services Agreement, subject to additional subscription and shipping fees.
19. PRICING AND PAYMENTS
    1. Pricing. The Services pricing and fees are based on the pricing made available in the service selection and ordering process and are included in the Order.
    2. Initial Billing. The initial invoice will be issued upon the date of service activation after the Hardware is delivered, and may include one-time charges such as delivery shipping and other applicable up-front fees, as specified in the Order. Except as provided in the Order (i.e., for any up-front fees), Company will not be charged for subscriptions involving Hardware until one day after the Hardware in the Order has been delivered (unless Company ordered installation services from Seagate in which case Company will not be charged until the earlier of the date that Seagate’s installation services are completed or one week following delivery). Payment of the initial invoice is non-refundable.
    3. Billing Cycle. Company will be billed monthly in arrears for all recurring Services charges, unless the Order states otherwise. Invoices will be issued monthly, on or about the first calendar day of each month for the Services. Company may contact Seagate to request a different billing date. Depending on the date of service activation the first bill may be daily-prorated for a partial month.
    4. Additional Fees. If stated on the Order, Company shall pay a one-time charge to cover delivery, and installation of Hardware units, and Company will be charged a return shipping and deinstallation fee when returning Hardware units to Seagate. Shipping fees may vary based on the region, type of hardware equipment, method of shipping, and other factors. Additionally, Company may be required to pay fees or penalties related to professional services, special shipping arrangements, or loss or damage of hardware, including hardware cases.
20. HARDWARE TERMS
    1. Shipping Terms. Seagate will ship all Hardware DAP (Delivery at Place) of the destination (Incoterms 2020) provided that Seagate will be responsible for import clearance on Seagate shipments of Hardware to the Eligible Counties (unless otherwise agreed by Seagate and Company in writing) and Company will be responsible for risk of loss as provided in Paragraph 4.3 below. All scheduled shipment dates are estimates only.
    2. Care and Maintenance. Company (including its Customers) shall maintain the Hardware (at its own cost and financial responsibility) in the same condition as when it was initially received from Seagate with the exception of ordinary wear and tear that results from normal use. Company (and its Customers) shall comply with the provided instructions, user manual, and specifications for the Hardware. Company (and its Customers) shall exercise the same degree of care toward the Hardware as exercise towards Company’s own property of similar nature, but no less than reasonable care. Company shall (and Company shall require that its Customers) inform Seagate via the Portal or other support contact mechanism designated in the Order to report any Hardware technical or operational issues, and enable Seagate or its designated service representative to provide support and other maintenance or replacement of Hardware.
    3. Risk of Loss. Company bears the risk of loss of or damage to the Hardware and any other items provided by Seagate, including any associated accessories, such as shipper cases, power supplies and cables, and connectors, from the point where it is delivered to Company by Seagate until Company returns the Hardware to Seagate’s deinstallation team to be properly packaged for return shipment to Seagate. If Hardware is lost or damaged, Company is subject to a loss fee up to and including the fees set forth in Paragraph 5.6 (Hardware Loss Fee). In addition, if Hardware becomes confiscated or subject to additional duties or fees as a result of failure by Company or its Customer to accept the Hardware at the place of shipment or based on use of Hardware in violation of this Services Agreement, Company shall pay the reasonable costs incurred by Seagate to recover the Hardware up to the designated Hardware Loss fee. Company is responsible for injuries to any person or property resulting from the use or possession of the Hardware. Seagate is not liable for any loss or damage to any person or property resulting from the use or possession of the Hardware.
    4. Title and Ownership. Company and its Customers may use the Hardware as part of the Services, however Seagate retains all rights, title, and interest in and to the Hardware and related firmware. Seagate does not sell, lease, rent, or transfer to Company or its Customer any rights or interests in the Hardware except for the limited usage rights expressly specified in this Services Agreement. Company (and its Customers) shall not remove or obscure any tags or markings that identify the Hardware as Seagate’s property. Company shall sign any documents, instruments, recordings, or filings requested by Seagate to preserve Seagate’s interest in  the Hardware. Company shall cooperate with Seagate in taking all reasonable measures to protect Seagate’s interest in the Hardware. Company shall not attempt to transfer any legal interest in the Hardware to any third party.
    5. Protection from Encumbrances. Company shall not allow the Hardware to be subject to any claims, liens, or encumbrances by any third parties asserting claims against Company. Company shall defend and indemnify Seagate against any third-party claims, liens, encumbrances, or seizure of the Hardware by any third party asserting claims against Company. Seagate may exercise any available legal remedies to enforce its rights hereunder, including perfecting a security interest in the Hardware, repossessing the Hardware, or exercising other rights permitted by Law.
    6. Deployed Hardware. Seagate may expand, modify, substitute, replace, or remove any Hardware component deployed as a service at any time with 60 days’ advance notice. Hardware returns, suspensions, and deactivation are further detailed below.
    7. Usage Environment and Installation Requirements. In any use of or interaction with the Hardware, Company and its Customer must adhere to all Hardware specifications and maintenance guidelines, including all electricity, power, physical storage, site specifications, and physical security requirements, before deploying the Hardware. Company shall not modify the Hardware without the advance express written consent of Seagate. Company and its Customers may install Seagate-provided firmware and software updates.
    8. Usage by Third Parties. Only Authorized Users may use Hardware provided under a Portal account or Order.
    9. International Trade Compliance. Company agrees to comply with the international trade compliance terms located at https://www.seagate.com/legal/trade-compliance/international-trade-compliance/.
    10. No Movement of Hardware. Company (and its Customers) may not transport the Hardware to different locations under its control or that of a third party. Seagate is not responsible for any loss, damage, theft, or seizure of the Hardware or Company Data. Seagate disclaims the limited functionality warranty with respect to Hardware moved to a location other than the initial ship-to location. Company must (and will ensure that its Customers shall, as applicable) promptly respond to our inquiries as to Hardware location and status.
21. RETURNS PROCESS
    1. Required Return, Notice of Returns. Company (or its Customer)  shall return the Hardware at the end of the Leasing Term as required by Seagate. In addition, Seagate may require return of Hardware at any time with 60 days advance written notice. Once Company (or its Customer) has provided notice of intent to terminate the Services, or if Seagate requires Hardware return, Seagate will provide return shipping instructions via the Portal or via a Seagate representative and  Seagate may make available a de-installation team via the Portal or via a Seagate representative where de-installation services are available and requested.
    2. Return Procedure. To return Hardware, Company (or its Customer)  shall: (a) promptly contact Seagate support at the Portal to initiate return of the Hardware (via a deinstallation team where applicable); (b) ensure that all information stored on the Hardware is removed in its entirety; and (c) confirm in writing to Seagate that Company Data has been erased from the Hardware, once the erasure of Company Data has been fully completed.  The details for erasure shall be made available through the Portal (or a Seagate support agent). By providing Seagate data erasure confirmation on behalf of its Customer, Company warrants that it has obtained such data erasure confirmation from its Customer.
    3. No Responsibility for Company Data. Seagate will not be liable to Company, its Customer, or any third party for Company Data or any other information remaining on the Hardware returned to Seagate. Seagate has the right to delete and destroy Company Data and any other information left on the Hardware.
    4. Inspection. Seagate or its agents may conduct routine hardware inspection and servicing following receipt of returned Hardware. Seagate will notify Company of any repair or reasonable replacement costs associated with any damage to the Hardware while in Company’s (or its Customers’) possession or control (other than normal wear and tear).
    5. Deadline for Return. Company’s final statement will be daily pro-rated based on the date of return shipment, subject to Seagate’s confirmation that all Hardware is returned in working order according to this Services Agreement. Seagate may request return of the Hardware at any time; the return period is specified in Paragraph 5.6. Seagate may suspend or terminate access to Hardware remotely, including for failure to return Hardware. If Seagate does not receive all components of the Hardware, Seagate may continue to charge Company the service fees until Seagate receives the returned the Hardware.
    6. Hardware Loss Fee. If the Hardware is not returned to Seagate within 60 days after receipt of Seagate’s demand or within 30 days after termination or expiration of the Leasing Term, Seagate may charge the account a Hardware Loss Fee (including charges for unreturned Hardware accessories, per unit) up to the amounts shown below. The payment of the Hardware Loss Fee does not result in a sale of or the transfer of title to any Hardware. All Hardware remains the property of Seagate, and Seagate retains all right, title, and interest in and to the Hardware. There is no option for Company or its customer to purchase the Hardware under this Services Agreement. Even if the Hardware Loss Fee is paid in full, neither Company nor its Customer obtains title to the Hardware and neither Company nor its Customer shall use or resell the Hardware.

       Hardware Type	Hardware Loss Fee (US Dollars)
       Storage Node (per unit)	$75,000

22. SUPPORT AND MAINTENANCE
    1. Support Contracts, Service and Maintenance Requests. Company may purchase a support contract that includes maintenance, via an Order. At all times, Company (or its Customer) must notify Seagate immediately if the Hardware is damaged or not working properly. Company (and its Customer) may not modify or remove any component of the Hardware. No party other than Seagate or its service representative may perform maintenance or service on Hardware.
    2. Site and Equipment Access. Company shall cooperate with Seagate and its Customer to grant Seagate or its designated service representative physical access to the site of the Hardware as well as access to required electricity and/or internet connection.
    3. Responding to Support Requests. Seagate or its representative will contact Company to address the Hardware issue reported by Company. Seagate may be able to provide support with the Hardware remaining on Company’s (or its Customer’s) premise if Company has purchased a support contract, or Seagate may ship Company (or its Customer) replacement Hardware to address the issue and provide instructions and materials for Hardware to be returned to Seagate.
    4. Software and Firmware Upgrades. Seagate may periodically update Hardware software and/or firmware remotely. Company shall ensure that the Hardware has been updated with the latest software/firmware versions and security upgrades made available by Seagate.
    5. Third Party Service Providers. Seagate may designate a third party to service or maintain the Hardware (including 24/7 remote hands as well as onsite servicing, subject to availability). Third parties who have not been designated by Seagate as service representatives are restricted from interacting with or servicing Hardware, or the software or firmware provided with the Services.
    6. Substitute Hardware. If Seagate requires return Hardware for support or technical issues during a Leasing Term, substitute Hardware will be provided reasonably in advance to allow transfer of the data stored on the Hardware. Company and its Customers are responsible for backing-up and transferring all data stored on any Hardware prior to return or deactivation of the Hardware.
23. INSURANCE.  Company shall obtain and maintain All-Risk property insurance for all risks to the Hardware while in Company’s possession, care, or control, in an amount sufficient to cover Company’s liability under this Services Agreement (including any Hardware Loss Fees, as set forth in this Services Agreement, per unit of Hardware).  In order for Seagate to ship the Hardware, Company must provide proof of insurance naming Seagate as an additional insured and loss payee for Hardware.  Company will notify Seagate of any change in Company’s insurance.  Company’s purchase of, or failure obtain and maintain, the insurance required under this paragraph does not relieve Company of its liability or obligations under this Services Agreement.
24. ADDITIONAL TERMS
    1. Eligible Countries. Services are available to customers located (established) in the countries listed at: https://www.seagate.com/legal/lyve/services-terms/#addtional-terms-eligible-countries/.

Version: December 10, 2024

LYVE MOBILE AND SEAGATE SYSTEMS LEASING EULA

Please read this End User License Agreement (“EULA”) carefully. The Lyve Mobile Services and Seagate Systems Leasing Services are each referred to individually as a “Service” in this EULA. By clicking “I AGREE” or taking any step to download, set up, install, or use all or any portion of the Service (including, but not limited to, the software, firmware and associated files, including software and files enabling access or utilization by another computer or workstation (the “Software”), hardware, array(s), receiver(s), enclosure(s), disk(s), or other media (the “Hardware”)), the individual, company, or other entity agreeing to these terms (“Company”) accepts all the terms and conditions of this EULA. If you are an individual acquiring this Software for your company’s use, you represent that you are an authorized representative who has the authority to legally bind your company to this EULA. If Company does not agree, do not click “I AGREE” and do not download, set up, install, access or use the Software.

1. Ownership. This EULA applies to the Software of Seagate Technology LLC and the affiliates controlled by, under common control with, or controlling Seagate Technology LLC, including but not limited to affiliates operating under the Lyve name or brand, (collectively, “Seagate”, “we”, “us”, “our”). Seagate and its suppliers own all right, title, and interest in and to the Software, including all intellectual property rights therein. The Software is licensed, not sold. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of Seagate and its suppliers. The Software is protected by copyright and other intellectual property laws and treaties, including, without limitation, the copyright laws of the United States and other countries. The term “Software” does not refer to or include “Third-Party Software”. “Third-Party Software” means certain software licensed by Seagate from third parties that may be provided with the specific version of Software that Company has licensed, including but not limited to free and open source software components, if any. The Third-Party Software is generally not governed by the terms set forth below but is subject to different terms and conditions imposed by the licensors of such Third-Party Software. The terms of Company’s use of the Third-Party Software are subject to and governed by the respective license terms, except that this Section 1 and Sections 5 and 6 of this Agreement also govern Company’s use of the Third-Party Software. Company may identify and view the relevant licenses and/or notices for such Third-Party Software for the Software Company has received pursuant to this EULA through http://www.seagate.com/support/by-topic/downloads/. Company agrees to comply with the terms and conditions contained in all such Third-Party Software licenses with respect to the applicable Third-Party Software. Where applicable, the URLs for sites where Company may obtain source code for the Third-Party Software can be found at http://www.seagate.com/support/by-topic/downloads/.
2. Software License. Subject to Company’s compliance with the terms of this EULA, Seagate grants Company a non-exclusive, non-transferable, limited license to install and use the Software on the Hardware and solely for Company’s internal business access and use of the Service according to the terms of Company’s agreement(s) with Seagate governing the Service and the associated user documentation. Use of some third-party software included on the Hardware or provided with the Service may be subject to terms and conditions of a separate license agreement; this license agreement may be contained in a “Read Me” file located on the media that accompanies the applicable Hardware or Service. The Software includes components that enable Company to access and use certain services provided by third parties (“Third-Party Services”). Company’s use of the Third-Party Services is subject to Company’s agreement with the applicable third-party service provider. Except as expressly stated herein, this EULA does not grant Company any intellectual property rights in the Software or the Service. Seagate and its suppliers reserve all rights not expressly granted to Company. There are no implied rights.
   1. Software. Company may not alter or modify the Software or create a new installer for the Software. The Software is licensed and distributed by Seagate under this EULA for use in connection with the Services, and Seagate makes no representations, warranties, or claims under this EULA regarding, and disclaims all liability relating to, any interoperability or compatibility (or lack thereof) or use of the Software with third-party offerings or hardware.
3. Restrictions. Company is not licensed to do any of the following:
   1. Create derivative works based on the Software or any part or component thereof;
   2. Except as expressly authorized by Section 10 below, sell, assign, license, disclose, or otherwise transfer or make available the Software, in whole or in part, to any third-party;
   3. Alter, translate, decompile, or attempt to reverse engineer the Software or any part or component thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this contractual prohibition;
   4. Take any actions that would cause the Software to become subject to any open source license agreement if it is not already subject to such an agreement;
   5. Remove or alter any proprietary notices or marks on the Software; and
   6. Publish or provide any Software benchmark or comparison test results without Seagate’s prior approval.
4. Updates. All updates and upgrades to, or new versions of, any Software (each an “Update”), provided to Company shall be subject to the terms and conditions of this EULA. If Company receives an Update, unless otherwise authorized in writing by Seagate, Company must upon receipt, in connection with any use of the Hardware or Service cease using the previous version(s) of the Software in Company’s possession, custody, or control, and use only the Update version of the Software with the Hardware and Service. Seagate shall have no obligation to support the previous versions of the Software upon availability of an Update. Seagate has no obligation to provide support, maintenance, Updates, or modifications under this EULA.
5. No Warranty. The Software and the Third-Party Software are offered on an “AS-IS” basis and no warranty, either express or implied, is given. Seagate and its suppliers expressly disclaim all warranties of any kind, whether statutory, express, or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and noninfringement. Seagate does not provide the Third-Party Services and makes no warranties with respect to the Third-Party Services. Company’s use of the Third-Party Services is at Company’s risk.
6. Exclusion of Incidental, Consequential and Certain Other Damages. To the maximum extent permitted by applicable law, in no event shall Seagate or its licensors or suppliers be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Software or any part or component thereof or any Third-Party Services or Third-Party Software, or otherwise under or in connection with any provision of the EULA, even in the event of the fault, tort (including negligence), misrepresentation, strict liability, breach of contract, or breach of warranty of Seagate or its licensors or suppliers, and even if Seagate or its licensor or supplier has been advised of the possibility of such damages and notwithstanding any failure of the essential purpose of this Agreement or any remedy.
7. Limitation of Liability. To the maximum extent permitted by applicable law, notwithstanding any damages that Company might incur for any reason whatsoever, the entire liability of Seagate in connection with the Software and Company’s exclusive remedy hereunder shall be limited to, and in no event will Seagate's total cumulative damages exceed, the fees paid by the licensee to Seagate for the Software. Additionally, in no event shall Seagate's licensors or suppliers be liable for any damages of any kind.
8. Indemnification. By clicking “I AGREE” or taking any step to download, set up, install, or use all or any portion of the Software Company agrees to indemnify and otherwise hold harmless Seagate, its officers, employees, agents, subsidiaries, affiliates, and other partners from any, indirect, incidental, special, consequential, or exemplary damages arising out of, relating to, or resulting from Company’s access or use of the Software , including, without limitation, use of any of the Third-Party Services.
9. International Trade Compliance. The Software and any related technical data made available for download under this EULA are subject to customs and export control laws and regulations, including those of the United States. You acknowledge that you will comply with the applicable Seagate “Customer Trade Compliance Legal Commitments” (see: https://www.seagate.com/legal/trade-compliance/customer-legal-commitments/). Further, you acknowledge that you are not a citizen, national, or resident of, and are not under control of the governments of embargoed countries found at the Seagate “Embargoed Country Notice” webpage (see https://www.seagate.com/support/warranty-and-replacements).
10. General. This EULA between Company and Seagate is governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles. The EULA constitutes the entire agreement between Seagate and Company relating to the Software and governs Company’s use of the Software, superseding any prior agreement between Company and Seagate relating to the subject matter hereof. For clarity, this EULA applies only to the Software; the terms that govern Company’s access and use of the Service and Hardware are subject to the terms of a separate agreement(s) between Company and Seagate. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of the EULA will remain in force and effect. The Software and any related technical data are provided with restricted rights. Use, duplication, or disclosure by the U.S. government is subject to the restrictions as set forth in subparagraph (c)(1)(iii) of DFARS 252.227-7013 (The Rights in Technical Data and Computer Product) or subparagraphs (c)(1) and (2) of 48 CFR 52.227-19 (Commercial Computer Product – Restricted Rights), as applicable. The manufacturer is Seagate. Company may not transfer or assign this EULA or any rights under this EULA, except that Seagate authorized Service resellers may resell the Services to their customers (and make available Software to their customers) in accordance with their Services reseller agreement with Seagate. Any attempted assignment in violation of this Section is void. Seagate, Lyve, and their respective logos, and names are the trademarks of Seagate.

Version: December 10, 2024

LYVE SERVICES ADDITIONAL TERMS

The following are included in these Lyve Services Additional Terms.  Additional Terms are referenced by or incorporated into Lyve Services Agreements, the Lyve Customer Agreement or other Lyve agreements as applicable.

1. Lyve International Trade Compliance
2. Seagate and Lyve Branded Services Eligible Countries

Company shall comply with all applicable export and re-export controls, embargoes, and economic and trade sanctions laws and regulations, including those of the United Sates (“Export Laws”) and shall obtain all required U.S. and local authorizations, permits or licenses. Company represents that the Lyve Services and Hardware (each as defined in the Lyve Customer Agreement, see https://www.seagate.com/legal/lyve/customer-agreement/), will not be: (i) used by a restricted party, or a party owned or controlled by one or more restricted parties, or a party with an address, on the Consolidated Screening List (trade.gov) for the United States (see https://www.trade.gov/data-visualization/csl-search) or the EU Consolidated Sanctions List for Europe (see: https://webgate.ec.europa.eu/fsd/fsf/public/files/pdfFullSanctionsList/content?token=dG9rZW4tMjAxNw); (ii) exported, re-exported (including any deemed exports), shipped, distributed, delivered, sold, resold, supplied, or otherwise transferred, directly or indirectly, to any restricted party/address or otherwise in a manner contrary to the Export Laws; (iii) used for activities related to weapons of mass destruction including designing, developing, producing, or using nuclear, chemical, or biological weapons, materials, or facilities, or activities related to missiles or supporting missile projects; (iv) used for other military or military intelligence activities (including processing technical data controlled under the U.S. International Traffic in Arms Regulations) or other applicable countries’ laws on military or military intelligence end uses; (v) used in semiconductor manufacturing or supercomputing end uses in China, Macau, or any other restricted country or region, including those listed in the US Department of Commerce’s Country Group D5 (see https://www.bis.doc.gov/index.php/documents/regulation-docs/2255-supplement-no-1-to-part-740-country-groups-1/file); or (vi) used in destinations subject to comprehensive U.S. embargoes including Cuba, Iran, North Korea, Syria, and the Crimea region or other occupied territories of Ukraine or in embargoed countries as determined by other applicable countries’ laws affecting the Services. The Service Terms for the applicable Lyve Service may set forth additional international trade requirements for specific Services. A violation of the provisions of this paragraph (or international trade requirements in the Service Terms) serves as grounds for immediate suspension or termination of Services by Seagate. Company shall fully indemnify Seagate and its Affiliates for any and all costs, damages, expenses, fees (including attorneys’ fees), losses, liabilities, and penalties resulting from Company’s or its Authorized Users’ or customers’ failure to comply with Company’s international trade compliance obligations under this paragraph or the Service Terms.

Version: December 10, 2024

Services are available to customers located (established) in the following countries. If the Service includes a hardware subscription or lease, Seagate will ship hardware only to customers and customer addresses located in these countries:

The above table applies only to the standard Services stated. Certain supplemental Services or Service add-ons may not be available in all eligible countries as the base level Services.

¹ Contact a Seagate sales representative for availability.

*Required disclosure of certain product registration numbers and battery take-back legislation: Ireland WEEE Registration #3447WB; Spain WEEE Registration #7783, Poland WEEE and Battery registration # 000579663, Spain Batteries Registration # 2308; for Czech Republic Seagate is registered with ECOBAT take-back collective scheme (see www.ecobat.cz) and Seagate fulfills its legislative obligations regarding take-back of batteries. Consistent with section 14(2) of Directive 2012/19/EU of the European Parliament and of the Council of 4 July 2012 on waste electrical and electronic equipment (see  https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=celex%3A32012L0019), you are required to return Hardware at the end of the Subscription Term per Section 6 of this Services Agreement.

Special VAT Treatment Territories . The territories listed below are considered outside the application of the Council Directive 2006/112/EC on the common system of the value added tax (“VAT”) of the European Union. To receive Services or have Hardware shipped to these locations, you must obtain explicit approval from Seagate in advance that Seagate is able to provide the Services and any included Hardware per local VAT requirements .

• The Åland Islands (Finland)
• The French overseas departments (France)
• Mount Athos (Greece)
• The Island of Heligoland (Germany)
• The territory of Büsingen (Germany)
• Livigno (Italy)
• Campione d'Italia (Italy)
• The Italian waters of Lake Lugano (Italy)
• The Canary Islands (Spain)
• Ceuta (Spain)
• Melilla (Spain)
• The Channel Islands (United Kingdom)

CONTRACTING ENTITIES LIST

The following list identifies which Seagate Affiliate is the contracting party for the applicable region where the Services are provided:

Version: December 10, 2024