LYVE CUSTOMER AGREEMENT

This Lyve Customer Agreement (“Agreement”) is 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”):

Please read this Agreement carefully before Company uses the Lyve Portal website located at https://lyve.seagate.com (the “Portal”). By clicking “I AGREE”, accepting an Order (defined in paragraph 4.1 below), or by creating, accessing, or using an account at the Portal, Company agrees to be bound by this Agreement.

This Agreement is effective on the earlier of the date that Company agrees to these terms or the date that Company creates an account at the Portal (including through an individual’s creation of an account and acceptance of the Portal’s terms on Company’s behalf); and will remain in effect until terminated according to the terms of this Agreement.

By accepting this Agreement (including on behalf of Company), creating a Portal account, or accessing or using the Portal, you represent 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 paragraph 1.4), you agree that you will comply with the terms of this Agreement. 

1.     USE OF PORTAL
   1. Scope. This Agreement governs Company’s access to and use of the Portal and Company’s access to, purchase of, use of, resale of, the Lyve and Seagate services offered on the Lyve Portal (individually and collectively, the “Services”). Resale of the Services requires Seagate prior authorization. Services include offerings available under the Lyve Cloud Object Storage, Lyve Mobile data-transfer-as-a-service, and Seagate Systems Leasing brands and service portfolios. Services may be comprised of the following: software applications, tools, application programming interfaces, platforms, connectors, and Hardware, provided by Seagate to its customers for collecting, organizing, storing, hosting, processing, retrieving, transmitting, transporting, and managing electronic data, and Hardware subscriptions. “Hardware” is defined as any hardware, physical components, and accessories deployed or provided to Company or Company’s designated destination as part of the Services. 
   2. Seagate Site, Service Terms, Solution Providers, and Third-Party Content.
      1. Seagate Site. The Portal and Services may contain links to seagate.com. Company’s access to seagate.com, and all materials and content available there, are governed by the terms of use accessible at https://www.seagate.com/legal/sales-and-promotion/website-use-terms-and-conditions/ and the privacy policy accessible at https://www.seagate.com/legal/privacy/privacy-policy/.
      2. Service Terms. Access to and use of the Services are governed by additional service terms specific to the applicable Service(s) (“Service Terms”). Service Terms are available at: https://www.seagate.com/legal/lyve/services-terms/.
      3. Solution Provider Terms. Company must be authorized by Seagate as a Solution Provider before acting or marketing itself as a Solution Provider. “Solution Provider” is defined as a reseller, aggregator, integrator, or solution provider of the Services. Company’s resale of the Services to its customers is conditioned on Seagate’s prior written authorization and Company’s compliance with the Solution Provider plan terms accepted by Company via the Portal or in writing (“Solution Provider Plan”). Resale includes use of the Services for purposes of providing the Solution Provider’s services, offerings, or solutions (each a “Solution”) to its resellers or end-user business customers. The standard Solution Provider Plan is available at: https://www.seagate.com/legal/lyve/customer-agreement/#solution-provider-plan/. 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 this Agreement. All references in this 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. 
      4. Third-Party Content. Third-party content, offerings, services, and websites (“Third-party Content”) may be made available through the Portal or Services. Use of Third-party Content may be governed by third-party terms and end user license agreements. Seagate is not responsible or liable for any third parties or Third-party Content. Seagate does not make any representations, warranties, or guarantees with respect to the Third-party Content. Company’s use of Third-party Content is at Company’s own risk.
   3. Access and Use. Subject to the terms of this Agreement, Seagate grants Company a nontransferable, non-sublicensable, nonexclusive, revocable right to access and use the Portal during the term of this Agreement in the limited context of Company’s use of the Services and resale (if authorized as a Solution Provider pursuant to paragraph 1.2(c)) of the Services. The Portal and Services are not provided for personal, family, or household use or purposes (including consumer use outside the scope of trade or business) and Company agrees not to sell to any end user customers or permit any use of or resell of Services for such purposes.
   4. Authorized Users. Company may allow Company’s employees, Affiliates, customers, contractors, and other users, to access and use the Portal and Services as authorized users (each an “Authorized User”) subject to the terms of this Agreement and the Service Terms. Each individual that accesses any of the Portal or Services through Company’s account is also an Authorized User. Company is responsible and liable for its Authorized Users acts and omissions related to their access to and use of the Portal and Services. Company is responsible for ensuring Company’s Authorized Users comply with the terms of this Agreement. Company’s customers are not automatically designated as Company’s Authorized Users in the Portal; however, Company may designate its customers as such through the Portal and they may allow Company to be their Authorized User, including for account ordering and administration. “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with, a party hereto.
2.  COMPANY’S RESPONSIBILITIES
   1. Passwords, Accounts, Credentials. Seagate will issue credentials (such as passwords, usernames, encryption keys, or access keys and codes (“Credentials”)) that allow Company and its Authorized Users to access the Portal and the Services. When setting up an account on the Portal, Company shall identify an administrative user. Such administrative user shall issue Credentials that allow them to access and use the Services. Company is responsible for maintaining the confidentiality of the Credentials provided to Company. Company is responsible for all electronic communications and other activity that take place in Company’s Portal and Services accounts; that are issued using Company’s Credentials; or that originate from the email addresses associated with Company’s Portal and Services accounts. Seagate is entitled to treat any electronic communications it receives from Company’s Portal or Services accounts as being a genuine communication from Company. Company is responsible for all access to, ordering, and use of the Portal or Services through use of Company’s Portal or Services accounts, or Company’s Credentials, or Authorized Users’ Credentials. Company shall promptly notify Seagate of any unauthorized access or use of Company’s Credentials, Portal, or Services accounts, or email addresses associated with Company’s Portal or Services accounts. Company shall notify Seagate promptly (no later than 5 days) if Company becomes aware of any security or data breach related to the Portal or any Services.
   2. Cooperation. Company shall provide information or other materials as reasonably requested by Seagate to verify Company’s compliance with this Agreement. Company shall reasonably cooperate with Seagate to identify the source of any problem with the Portal or the Services that may be attributable to Company’s activities, actions, communications, content, or materials, or those of Company’s Authorized Users.
   3. Compliance with Laws. Company shall comply, and shall ensure that Company’s Authorized Users comply, with all laws in connection with the access and use (and resale where authorized) of the Portal and the Services. Company is responsible for ensuring that Company’s use of the Services to store or process credit card data (where available) complies with applicable Payment Card Industry Data Security Standards requirements. Company shall store any credit card and tax identification data only in the designated fields for credit card and tax identification data. 
   4. 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/.
   5. Company’s Duty to Provide Accurate Information. Company shall ensure that all information associated with Company’s Portal and Services accounts, including Company’s business name, address, phone number, tax registration numbers (including for value-added tax), and all other information submitted to Seagate to authorize payment, is accurate at all times. Company shall also ensure that if Company is a Solution Provider that all information submitted for and by Company’s customers is accurate at all times and not misleading. Company shall immediately update Seagate if there is any change in the information associated with Company’s or its Authorized Users’ or customers’ Portal or Services accounts. Company’s failure to provide such accurate information to Seagate is a material breach of this Agreement. Company shall defend Seagate against any claim or action and indemnify Seagate and its Affiliates against any costs, damages, expenses, fees (including attorneys’ fees) losses or liability resulting from Company’s failure to provide accurate information to Seagate, including resulting from Seagate’s attempt to contact Company at a telephone number Company has provided.
   6. Using Services to Share Information with Third Parties. The Services include tools, features, and offerings that enable Authorized Users to import and export data and content from and to third parties, third-party websites, third-party products, and other non-Seagate services, and to access, download, and use data and content shared by third parties. Company acknowledges that third parties are not under Seagate’s control, and this Agreement is not binding upon third parties other than Company’s customers when Company acts on their behalf as a Solution Provider. Seagate is not responsible or liable for the acts or omissions of third parties or any Third-party Content.
3.  PROHIBITED USE
   1. Company shall not, and shall not allow any Affiliate, Authorized User, or third party to:
      1. use the Portal or the Services (including Hardware) for any illegal purpose, in violation of the rights of a third party (including through use of surveillance technology), in violation of any applicable laws (including any use to send or store any electronic communication that is unlawful, harassing, libelous, defamatory or threatening), or for any harmful, abusive, or offensive purposes or activities, including activities or conduct that adversely reflect upon the name, reputation, or goodwill associated with Seagate or the Lyve brands;
      2. sublicense, distribute, reprovision, or share Credentials or access to the Portal or the Services, including Hardware, or allow third parties to exploit the Portal or the Services, other than renting, leasing, reselling, or sublicensing to customers when Company is acting as a Solution Provider;
      3. disable or circumvent any feature of the Portal or the Services relating to security, access, metering or monitoring use, or usage limits;
      4. introduce to the Portal or the Services (including Hardware) any virus, worm, time bomb, spyware, or other code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, system, environment, or equipment, or negatively affect the security, integrity, or operation, of the Portal, or the Services;
      5. share non-public features of the Portal or the Services with any third party, other than customers of Company when Company is acting as a Solution Provider;
      6. disassemble, decompile, reverse engineer, or translate any software or hardware made available in connection with or related to the Portal or Services, or attempt to discover any software source code, object code, or underlying proprietary information;
      7. disrupt, disable, or interfere with the integrity, security, or performance of the Portal or the Services or third-party data contained therein (provided that Company’s deletion of, or suspension of access to, each customer’s data is not affected by this provision, but is instead governed by Company’s agreement with its customer and applicable law);
      8. modify, translate, adapt, merge, or make derivative works of the Portal or the Services, or frame or mirror or reproduce the presentation or navigational structure of any part of the Portal or the Services;
      9. remove or alter Seagate’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the Portal or the Services;
      10. perform unauthorized benchmark testing, penetration testing, monitoring, or crawling of data or traffic, overloading, mail bombing, broadcasting, or flooding techniques; or
      11. use the Portal or Services or any data or materials obtained from the Portal or Services to build a competitive product or service, to build a product or service that uses ideas, features, functions, or graphics that are similar to the Portal or Services, to copy any ideas, features, functions, or graphics of the Portal or the Services, or for any purpose competitive to Seagate (including competitive benchmarking).
4. ORDERING AND PAYMENT
   1. Ordering Services. Company may order Services as described below and as may be further detailed in the Service Terms. Each Seagate official Services quote or ordering document that incorporates this Agreement that Seagate issues and that Company accepts is an “Order”. An Order may include the description of the Services, minimum commitments, Services Period, pricing, region, renewals, and related information, as applicable. Company’s acceptance constitutes Company’s binding commitment for the Services set forth in the Order.
      1. Assisted Sale Order. After Company’s registers its Portal account and continues to order Services, Seagate may redirect Company to an assisted sale via a Seagate sales representative, due to the size of Company’s Order, Company’s selected payment method, or other criteria. After receiving Company’s request for quote, Seagate may provide Company with a quote (with pricing, subscription start date, etc.) or request additional information to create a quote. By accepting the quote, Company agrees to be bound by its terms as an Order. Additional service options may be available through an assisted sale, subject to further screening by Seagate.
      2. Order Processing. Seagate may accept or reject any Company request, purchase order, or ordering document for Services in its discretion. The Service Terms will indicate when Company will be charged for the Services. Where applicable, Seagate will provide Company an Order confirmation that includes tracking information. Seagate’s evidence of shipment or delivery (and any included installation), or of making the Services available to Company (or Company’s Authorized User, as applicable) will demonstrate Seagate’s right to invoice and be paid.
      3. Order Terms. The terms of any acknowledgement or other different or additional terms from those of this Agreement will not have any effect unless agreed to in a writing signed by Seagate. If a Company Affiliate submits an Order under Company’s account (i) all references to “Company” in this Agreement include the Company’s Affiliate, (ii) and the Company Affiliate is bound by all terms of the Agreement and the Solution Provider Plan (as applicable), and (iii) Company assumes joint and several liability for all obligations relating to the Agreement and its Affiliates’ acts and omissions hereunder, including payment for Services. Seagate provides Services through a Seagate Affiliate in different countries as identified here: https://www.seagate.com/legal/lyve/services-terms/#additional-terms-eligible-countries/ (each an “Eligible Country”) and the Seagate Affiliates identified at the same website will be the sole Seagate Affiliates obligated to perform the Services in their respective countries. With respect to each Order, all references to Seagate under this Agreement shall mean the applicable Seagate Affiliate identified in the Order.
   2. Pricing. Company will receive the pricing for the Services through the ordering process. All prices and fees are in United States Dollars (“USD”) unless otherwise stipulated in the Order. Where local law requires that Company pays or be allowed to pay in a currency other than U.S. dollars, the parties shall cooperate in good faith to convert the amounts to be paid such that Company will pay the correct invoiced amount when such payment amount is converted back to U.S. dollars or its equivalent at the time of payment. The applicable Service Terms, Company’s Order, or both, set forth payment and invoicing options and terms available for the Services. Seagate may post descriptions of additional Services and updated pricing online at any time. Updated pricing is immediately effective for all new Orders placed after the posted price change. For Services with automatically renewing Services Periods (defined below), list pricing for the Services in effect as of the first day of the new Services Period will apply for the duration of the renewed Services Period, except as otherwise stated in the Order.
   3. Invoicing and Payment Terms. Seagate will calculate and invoice Company for the fees according to Company’s Order. Company shall pay the fees when due. If Company pays by credit card, Seagate will charge Company’s credit card for each billing cycle. Alternatively, if Seagate extends credit terms to Company, then Seagate will invoice Company at the end of each payment period. Company shall pay Seagate’s invoices in accordance with the payment terms on the Order. If Company does not pay the invoiced fees on time, then, in addition to other rights it has (including suspension and termination under section 6), Seagate may charge Company a service charge of 1.5% per month or the maximum amount allowed by law, whichever is less, until Company pays the fees in full. Seagate’s failure to charge Company’s credit card or issue Company an invoice does not excuse Company’s obligation to pay the fees.
   4. Additional Fees. Additional fees may apply depending on the Services, including the following:
      1. Minimum Usages Fees. Services purchased by Company may include a minimum fee or usage commitment.
      2. Insufficient Funds. If Seagate is charged any fees or charges by Company’s banking institution for insufficient funds in Company’s account, Company shall pay such fees or charges to Seagate.
      3. Hardware Fees. Hardware fees are further described in the Service Terms and may include delivery and return shipping for Hardware ordered and additional fees for Hardware lost or damaged beyond regular wear and tear.
      4. Upfront Fees. Upfront fees may apply to certain Services as stated in the Service Terms or an Order.
   5. Credit Card Payments Information. If Company elects to pay the fees by credit card (where available), Company authorizes Seagate to charge the fees to the credit card Company identifies on the request form in the ordering process. Company authorizes Seagate to verify the account has credit available to cover Company’s anticipated fees. If paying by credit card, Company shall provide current and complete information for Company’s credit card account and Company’s contact information, including, if applicable, the legal business name, the physical address where Company will be using the Services, Company’s email address, and phone numbers. Company shall promptly update Seagate if any of this information changes.
   6. Credit Terms (Pay-by-Invoice). To qualify for credit terms with Seagate, Company must meet the following requirements: (a) Company provides documented proof of identity and business address (such as a W-9 in the USA, VAT registration in Europe, or similar document in other jurisdictions); (b) Company provides Seagate with audited financial history (at a minimum, the annual financial reports for Company’s two most recent fiscal years, and Company’s four most recent quarterly financial reports) upon request; and (c) Company  completes and submits a credit application and documented proof of identity and business address upon request. Following Seagate’s receipt of Company’s initial credit application, Seagate may require Company to provide copies of an annual report and quarterly statements within 60 days after the close of each of Company’s fiscal periods. Seagate may change Company’s credit line based on changes to Company’s credit history, its financial condition, or its additional purchases. If Company exceeds its credit line or does not qualify for continued credit terms for a purchase, Seagate may determine that it is unable to offer Company additional Services. Seagate’s support team will contact Company to start the process of obtaining credit from Seagate after Company completes its registration to pay by invoice through the Portal.
   7. Right to Make Credit Inquiries and Investigations. Company authorizes Seagate to make inquiries and to receive information about Company credit experience from others, to enter and store this information, and to disclose this information to appropriate third parties for reasonable business purposes. Seagate may require additional materials from Company such as a credit reports, and Seagate may run risk assessments, including credit checks and fraud and criminal checks, on any customer. Seagate will not discriminate in the application of credit inquiries and deposit policy on the basis of race, color, sex, creed, religion, nationality, sexual orientation, or marital status. Any risk assessments conducted by Seagate or by third parties on behalf of Seagate will be done in conformance with all laws. Seagate may make additional credit inquiries, fraud checks, and risk assessments after receiving payment from Company for the Services.
   8. Collection Costs. If Seagate uses a collection agency or attorney to collect money owed by Company, Company shall pay the reasonable costs of collection, including, but not limited to, any collection agency fees, reasonable attorneys’ fees, and arbitration or court costs.
   9. Debit Memos. Seagate will not accept any debit memos unless authorized in writing by Seagate. Company is not entitled to any credit taken pursuant to any unauthorized debit memo.
   10. Purchasing Services from Solution Providers. Company may engage a Seagate authorized Solution Provider to order Services, manage Company’s orders, and administer Company’s account. All payment obligations and liabilities for Services Company purchases from a Solution Provider are between Company and the Solution Provider, not Seagate. Solution Providers are not agents of and are not authorized to bind Seagate. If Company purchases Services from a Solution Provider or grants a Solution Provider administrator access to Company’s Portal account, Company authorizes the Solution Provider to order and manage Company’s Orders, and to communicate with Seagate regarding the Services. Company authorizes Seagate to provide the Solution Provider administrative level access to Company’s Portal account and Company Data (defined in section 7), including information provided to Seagate in setting up Company’s Portal account, ordering Services, managing Services, and providing support.
5. TAXES
   1. Transaction Taxes. The fees do not include any transaction taxes, levies, or duties, such as value-added, GST, sales, use, or withholding taxes; or any other duties, charges, fees, copyright levies, WEEE (waste electronic and electrical equipment), and related or equivalent environmental legislation compliance costs or registrations (subject to applicable law), charges related to any packaging directive or other assessments, that Seagate is legally obligated to charge (collectively “Taxes”). Company is responsible for paying all Taxes, excluding Taxes based on Seagate’s income except if there is a legal obligation on Company to collect such Taxes by way of withholding as outlined below. If Seagate has the legal obligation to pay or collect Taxes for which Company is responsible under this paragraph, Seagate will add the Taxes to Company’s fees and Company shall pay the Taxes to Seagate unless Company provides Seagate with a valid tax exemption certificate authorized by the appropriate taxing authority. Company agrees to provide Seagate Company’s valid VAT ID upon request where applicable or required.
   2. Withholding Taxes. If Company is required to withhold Taxes from any payment by Company to Seagate under this Agreement by virtue of the statutes, laws, codes, or governmental regulations of a country in which any Services are delivered, used, or obtained, then Company will make such deductions in the minimum amount required by law and remit such Taxes to the proper authorities on a timely basis, and the amount payable by Company under this Agreement will be increased such that the amounts received and retained by Seagate following deduction of Taxes are equal to the amounts that would have been received and retained by Seagate had no such Taxes been payable. Company shall provide Seagate with official documentation or tax receipts on such withholdings supporting such Taxes and such payments as may be required by Seagate for its tax records as soon as reasonably possible following payment to the applicable taxing authority, and in any event no later than when required by applicable law.
   3. Inventory Taxes. Company shall be responsible for paying all inventory taxes, personal property taxes, or use taxes arising out of Company’s or its Authorized Users’ possession, control, or use of the Hardware.
   4. Tax Indemnification. Company shall defend and indemnify Seagate against any inventory taxes, personal property taxes, or use taxes asserted against Seagate arising out of Company’s or its Authorized Users’ possession, control, or use of the Hardware; any Taxes that Company is obligated to pay pursuant to this section 5, but fail to pay and any related seizure and recovery costs; and any claims, causes of action, costs (including reasonable attorneys’ and advisors’ fees, together with any applicable Tax thereon) and any other liabilities of any nature related to such Taxes.
   5. Tax Compliance Notifications. If Company is required for tax compliance purposes to notify applicable tax authorities that Seagate provided services to Company (such as digital platform or other services subject to the 7th amendment to Council Directive 2011/16/EU or ‘DAC7’), Company shall inform Seagate in writing of this notification within 30 days after it is made.
6.  SUSPENSION AND TERMINATION
   1. Services Period. The term of the Services is set forth in the Order for the Services based on the available options Company selects (the “Services Period”). The Service Terms provide additional details about the term and termination of specific Services. Termination or expiration of a Services Period does not automatically terminate this Agreement. The Service Terms may refer to the Services Period as a subscription term, or a leasing term, or similar term.
   2. Termination for Inactivity. If Company does not maintain an active subscription to any Services for 6 months, Seagate may terminate this Agreement (and close Company’s Portal accounts) upon 10 days’ notice to Company. Upon the expiration of all Services Periods and the fulfilment of Company’s obligations for all Orders under Company’s account, Company may terminate its account and this Agreement through the Portal or by contacting a Seagate designated representative or agent for the Services.
   3. Early Termination and Termination Fees. The Service Terms provide the procedures and fees for terminating the Services, if any, before expiration of the Services Period.
   4. Termination for Cause. Either party may immediately terminate this Agreement and all of Company’s Services subscriptions and Portal accounts if the other party commits a material breach of any provision of this Agreement (including non-payment), the Service Terms, or any Order, and does not cure the breach within 30 days of written notice from the noticing party. The notice must state the reasons for the claimed breach in sufficient detail to provide the party under notice of breach a meaningful opportunity to cure the alleged breach. Seagate may immediately terminate this Agreement upon notice to Company if Company breaches section 3 (Prohibited Use) or paragraph 2.4 (International Trade Compliance) of this Agreement or terms relating to international trade requirements in the Service Terms, or if Company ceases to operate in the ordinary course, makes an assignment for the benefit of creditors or a similar disposition of assets, or becomes subject to any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding. Seagate may delete Company’s account and associated information without notice if Company breaches paragraphs 2.3-2.5 or section 3 in connection with creating Company’s Portal or Services account, or if Seagate detects fraudulent use under paragraph 4.7.
   5. Suspension of Services. Seagate may immediately suspend Company’s and its Authorized Users’ access to the Portal or Services for any accounts in which any payment is past due. If not paid within 10 days after suspension, Seagate may terminate this Agreement and all of Company’s accounts. In addition, Seagate may immediately suspend Company’s access to and use of the Services if: (a) Seagate reasonably concludes that the Services are being used to engage in denial-of-service attacks, spamming, or illegal activity, or the Services are causing immediate, material, or ongoing harm to anyone, or (b) Company is in breach of paragraphs 2.3-2.5 or section 3 of this Agreement. Seagate will use reasonable efforts to limit the suspension to the offending use of the Portal or Services, and to reinstate the affected Portal and Services promptly following resolution of the issues triggering suspension. Seagate will not be liable to Company or any third party for any losses or claims relating to the suspension or termination of the Portal or the Services. Company remains responsible for all applicable fees associated with Company’s Orders subject to and during any suspension imposed under this paragraph.
   6. Effects of Termination. Company’s rights to use the Portal and Services will immediately cease upon termination or expiration of Company’s Portal account(s), or upon termination or expiration of this Agreement. In addition, Company’s rights and the rights of Company’s Authorized Users and customers to use the Services will immediately cease upon termination or expiration of the Services Period for the Services. If Company terminates this Agreement or any Portal account under this Agreement for any reason other than as permitted by this Agreement or the applicable Service Terms or if Seagate terminates this Agreement or any Services Period or Order for Services as a result of Company’s or its customer’s breach, then Seagate will be entitled to all of the unpaid fees due for the entire Services Period of all the terminated accounts. If Company terminates this Agreement as a result of Seagate’s breach, then all of Company’s Services Periods for Services will automatically terminate and Company will be entitled to a refund of the pro rata portion of any subscription fees prepaid by Company for the remaining portion of any unused Services Period. Regardless of the grounds for termination, Company shall return, and Company shall assure that Company’s Authorized Users and customers return all Hardware to Seagate as described in the Service Terms upon termination or expiration of the Services for which the Hardware is provided. To the extent permitted by applicable law, (a) Company waives the benefit of any law or regulation providing compensation arising from the termination or failure to renew this Agreement and Company warrants that Company’s waiver is irrevocable and enforceable by Seagate; and (b) Company shall defend and indemnify Seagate against any claims or actions asserted by Company or Company’s Authorized Users or customers arising out of the termination or expiration of this Agreement.
   7. Retrieval of Data Before Termination. Following termination or expiration of Company’s Portal account, this Agreement, or the applicable Services Period, Seagate may deactivate Company’s Portal account, deactivate Company’s access to associated Services, and delete Company Data (defined in section 7) from the Services, as described in this Agreement, the Service Terms, or the Order, as applicable. It is Company’s responsibility to ensure Company and Company’s Authorized Users and customers back up and remove Company Data from the Services (including by performing a secure full erasure of all drives if the Services include Hardware) before the end of the Services Period, and before returning or servicing any Hardware. Company or Company’s customer shall 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 Company’s customer (when acting as a Solution Provider), Company warrants that Company has obtained such data erasure confirmation from Company’s customer. Seagate will have no liability arising out of any damage to or loss of stored data after the end of Company’s Services Period, or in connection with Hardware returns or servicing. 
   8. No Expectation of Continuation. Seagate may stop offering any Services after expiration of Company’s Services Period. Seagate is under no obligation to agree to a renewal or extension with respect to any Services.
7. COMPANY DATA, SECURITY, PRIVACY, AND TELEMETRY
   1. Company Data. “Company Data” is all data that Company (or Company’s or Authorized Users) provide to Seagate through or in connection with Company’s Portal account(s) or Company’s use or resale of the Services, including text, software, sound, video, images, and Personal Data (as defined in paragraph 7.4). The storage, processing, and transmission of Company Data is an essential feature of the Services. Company (including on behalf of Company’s customers where Company is acting as a Solution Provider) consents to permit Seagate and its contractors and Affiliates to collect, store, process, and transmit Company Data.
   2. Security. Seagate has adopted a written security policy that includes administrative, technical, and physical safeguards that are intended to protect Company Data from unauthorized access and use. Seagate shall use reasonable measures to protect the security, integrity, and availability of the Services; however, any connection to the Internet provides the opportunity for unauthorized third parties to circumvent any precautions and gain access to Company Data. Seagate cannot and does not guarantee the privacy, security, or authenticity of any information transmitted over or stored in any system connected to the Internet. Unless authorized in advance and in writing by Seagate, Company shall encrypt any of Company Data that is subject to specific legal requirements or safeguards regarding security or privacy before transferring it to or using it with the Services.
   3. Company’s and Its Authorized Users’ Security Obligations. Notwithstanding the safeguards described in paragraph 7.2 above, during Company’s or its Authorized Users’ use or possession (directly, or indirectly such as at Company’s selected off-premise or co-location facilities) of the Services or Hardware, Company shall, and shall ensure its Authorized Users, have and maintain appropriate and industry-standard physical, organizational, and technical processes, security standards, guidelines, controls, safeguards, and procedures (“Appropriate Safeguards”) to protect Company Data. Company understands that once the Hardware is in Company’s or its Authorized Users’ physical possession, custody, or control, the effectiveness of the Appropriate Safeguards to protect Company Data is Company’s (and its Authorized Users’) responsibility.  Seagate will have no liability arising out of any damage to or loss of stored data during the Services Period, or while the Hardware is in Company’s or any of its Authorized Users’ possession, custody, or control.
   4. Privacy. This Agreement incorporates by reference the data privacy agreement located at https://seagate.com/legal/lyve/data-privacy-agreement/, as may be updated from time to time (“Lyve Services Data Privacy Agreement”). Unless otherwise defined herein, capitalized terms used in this section will have the definitions provided in the Lyve Services Data Privacy Agreement. Seagate shall process Personal Data stored on the Services (“Stored Data”) in accordance with the Lyve Services Data Privacy Agreement. Seagate shall process any Company contact information consisting of Personal Data submitted or collected through the Portal (“Account Data”) in accordance with Seagate’s privacy policy located at: https://www.seagate.com/legal/lyve/privacy-statement/, as may be updated from time to time.
   5. Company shall ensure that its instructions for the Processing of Stored Data shall comply with all Applicable Privacy Laws. Company represents and warrants that, prior to providing Personal Data to Seagate for Processing, Company shall ensure that it and its Authorized Users have, as required under Applicable Privacy Laws: (a) provided all legally adequate privacy notices to, and obtained all necessary consents from, the subjects of the Personal Data; and (b) assessed whether or not the Services are appropriate for its use and its Authorized Users’ use . In addition to the preceding obligations, prior to the Company or its Authorized Users’ providing any Personal Data which is subject to the Health Insurance Portability and Accountability Act (“HIPAA”) to Seagate, Company (i) shall advise Seagate of its intention to Process such Personal Data; and (ii) agrees that the business associate addendum terms located https://www.seagate.com/legal/lyve/hipaa-business-associate-addendum will apply and are incorporated by reference into this Agreement.
   6. Diagnostics and Telemetry Data. Certain Services may store diagnostic and telemetry data about the operation of the service, including performance, usage, configuration, and errors (“Telemetry Data”). Where applicable, the Services may periodically transmit the Telemetry Data to Seagate. Company Data is not accessed, transmitted, or provided to Seagate as part of the Telemetry Data. The Telemetry Data is owned by Seagate.
   7. Internet Connection Requirements. Company may be required to establish an internet connection to access and use the Services. Specific internet connection requirements for the Services are set forth in the applicable Service Terms.
   8. Monitoring and Recording. Seagate and its agents may monitor and record any telephone calls or voice or other data, or images transmitted to Seagate by Company or its Authorized Users or transmitted using Company’s phone numbers, email addresses, Credentials, or Company’s account information (excluding Company Data). 
8. LIMITED WARRANTIES; DISCLAIIMERS; HIGH RISK ACTIVITIES
   1. Limited Warranty of Functionality. Seagate warrants to Company that the Services will provide the functionality described in the Service Terms in all material respects during the Services Period. The Service Terms for specific Services may include additional warranty terms, exceptions, and disclaimers. Except as provided in this Agreement, Seagate will not materially decrease the functionality of the Services during the Services Period.
   2. Third-party Warranties. The warranties in this Agreement apply only to the Services and Hardware included in the Services. Third-party products and services may be licensed and warranted pursuant to separate third-party written agreements with such third parties.
   3. Warranty Exceptions. The warranties in this Agreement do not apply to, and Seagate will not have any liability for any defects, interruptions, errors, or failures caused by: (a) use of the Services not in compliance with this Agreement, the Service Terms (including user documentation), the Order, or applicable law; (b) lost, forgotten, or inaccessible Credentials; (c) accident, abuse, neglect, shock, electrostatic discharge or degaussing, or heat or humidity beyond specifications with respect to Hardware; (d) improper or unauthorized installation, operation, maintenance, or modification; or (e) malfunctions caused by equipment, networks, or systems outside of Seagate’s control, including Company’s Solutions. The warranties in this Agreement do not apply to Company Data or any other data, or any data integrity or loss, or costs related to retrieving and returning any data. Seagate does not warrant the complete security, accessibility, or inalterability of Company Data. The warranties in this Agreement are void if the serial numbers, labels, covers, seals, or components of any Hardware are removed, damaged, or tampered.
   4. Remedies. If the Services or included Hardware fail to materially comply with the warranty specified in this Agreement, Seagate shall use reasonable efforts to repair, replace, or modify the Services to bring them into material compliance with the warranty. Company must initially notify Seagate of non-compliance issues through the support menu in the Portal within 30 days after Company’s discovery of the issue. If Seagate is unable to bring the non-conforming Services into material compliance with the warranty within 30 days following Company’s written notice, either party may terminate this Agreement for cause according to paragraph 6.4; however, the right to terminate exists only as long as the material non-compliance exists without resolution. This paragraph 8.4 sets forth Seagate’s sole obligations, and Company’s sole remedies, for any failure to comply with any warranties made by Seagate. Notwithstanding the preceding, Company must exhaust any service level commitment procedures and remedies set forth in the Service Terms prior to requesting any available warranty remedies under this Agreement.
   5. Company’s Warranties. Company warrants that it (and its licensors, as applicable) owns all rights to Company Data (including Feedback, defined below) and that Company has all rights necessary to grant the rights Company purports to grant under this Agreement and the Service Terms. Company warrants that the use in the Services of Company Data (including that of Company’s Authorized Users) will not violate the terms of this Agreement or the Service Terms.
   6. WARRANTY DISCLAIMERS. Except for the limited warranty made by Seagate in this section 8 (as supplemented by any additional warranties made by Seagate in the applicable Service Terms), Seagate provides the Portal, Services, and Hardware to Company on an “as-is” and “as available” basis, and this is the sole warranty offered by Seagate for the Portal, Services, and Hardware. Seagate makes no representations or warranties except as described in this section 8. Seagate disclaims all other warranties and conditions relating to the Portal, the Services, and the Hardware, whether express, implied, statutory, or in any other provision of this Agreement or communication with Company, including, any warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement of third-party rights. Seagate disclaims any warranties arising from course of dealing or usage of trade. To the maximum extent permitted by applicable law and subject to paragraph 12.6 (Exclusions), Seagate will not be liable for any inconvenience, loss, liability, or damage resulting from any interruption of the Services.
   7. PROHIBITED HIGH-RISK ACTIVITIES. The Services are not fail-safe and are not designed or intended for use in high-risk activities (such as in the operation of nuclear facilities, aircraft systems, air-traffic control, life-support machines, weapons systems) or any environment requiring fail-safe performance or in which an error or interruption in the Services could lead to severe injury to business, persons, property, or environment (“High-Risk Activities”). Company assumes the risks of any damages or losses resulting from use of the Portal or the Services in connection with High-Risk Activities.
9. PROPRIETARY RIGHTS
   1. No Rights Transferred. Except as expressly provided in this Agreement, Seagate does not grant or transfer to Company or Company’s Authorized Users any rights or interest in any patents, copyrights, mask works, industrial design, trademarks, service marks, trade secrets, or other form of intellectual property (“Proprietary Rights”) relating to the Portal or Services.
   2. Proprietary Rights in Company Data. Except as expressly provided in this Agreement, Company does not grant or transfer any Proprietary Rights to Seagate in Company Data. Company grants Seagate and its contractors, and Affiliates, a nonexclusive, revocable license to collect, store, process, encrypt, transmit, access, use, duplicate, reproduce, modify, display, and create derivative works of Company Data as necessary to provide the Portal and Services to Company and Company’s Authorized Users.
   3. Software. Software is licensed not sold. Any software that is included with or as part of the Services may be subject to a separate end-user license agreement. Company shall comply, and Company shall ensure that Company’s Authorized Users and customers comply with the terms of all end-user license agreements that are included or referenced in the Service Terms (“EULAs”). Upon any termination of this Agreement, Company’s rights under all EULAs will also terminate, except to the extent that the EULA states otherwise.
   4. No Copying, Modifications or Reverse Engineering. Company shall not, and shall ensure its Authorized Users do not, copy, modify, reverse engineer, decompile, or make derivative works of the Portal, Hardware, or the Services. Any unauthorized modifications, derivative works, or enhancements are owned by Seagate; and Company, and Company on behalf of its Authorized Users, hereby irrevocably assigns to Seagate all modifications to, derivative works of, and enhancements to Services and all Proprietary Rights therein.
   5. Proprietary Notices. Company shall not, and shall ensure that its Authorized Users do not, remove or obscure any proprietary notices incorporated in, marked on, or affixed to the Portal, Hardware, or Services.
   6. Feedback. If Company or its Authorized Users provide Seagate with any suggested improvements or enhancements, features, or other feedback relating to the Portal, Hardware or the Services (“Feedback”), then Company permits and shall ensure, as applicable, that Seagate may use the Feedback without restriction for any other purpose in connection with Seagate’s business. Company hereby irrevocably assigns, and shall ensure that its Authorized Users assign, to Seagate all Feedback and all Proprietary Rights therein, without further compensation to Company.
   7. Attachment Order, Bankruptcy, Assignment to Creditors. If Company becomes subject to an attachment order, bankruptcy, liquidation, assignment for the benefit of creditors, or similar disposition of assets, Company shall notify the party levying the attachment, insolvency practitioner, and administrator that Seagate owns all Proprietary Rights relating to the Portal, Services, and Hardware.
10. CONFIDENTIALITY
    1. Confidential Information. For purposes of this Agreement, “Confidential Information” means all non-public information regarding either party (Company or Seagate) that is clearly marked or identified in writing as confidential at the time of disclosure or that should reasonably be understood to be confidential given the nature of the information or the circumstances surrounding its disclosure. Confidential Information also includes non-public information about the Portal, Services, and Hardware, each party’s pricing, proprietary technology, business processes and technical product information, and any communications between the parties regarding the Portal or the Services. Notwithstanding the preceding, the definition of Confidential Information does not apply to Company Data. However, Company Data is treated according to sections 7 and 9 above and Personal Data is treated and protected according to the Lyve Privacy Policy and the Lyve Services Data Privacy Agreement.
    2.  Non-Disclosure and Non-Use. The recipient of Confidential Information shall not use the other party’s Confidential Information except as necessary to perform its obligations or exercise its rights under the Agreement. The recipient shall protect the other party’s Confidential Information from disclosure to any third party without the other party’s consent; however, Seagate may share and disclose Company’s Confidential Information as agreed by Company and as Company instructs or consents through the Services. The recipient may disclose the other party’s Confidential Information to the recipient’s employees, Affiliates, agents, and contractors who have a need to know the information to exercise the recipient’s rights and perform the recipient’s duties under this Agreement so long as the employee, Affiliates, agent, or contractor is under a duty of confidentiality at least as restrictive as the duty of confidentiality in this Agreement.
    3. Exceptions. Confidential Information does not include any information that: (a) the receiving party knew before receiving it under this Agreement; (b) becomes publicly available without breach of this Agreement; (c) is received from another without an obligation of confidentiality or breach of this Agreement; (d) is disclosed by the disclosing party to another without an obligation of confidentiality; (e) is developed independently by the receiving party without having access to the Confidential Information; (f) is aggregated or anonymized data (such as Telemetry Data) regarding Company’s use of the Services that does not contain any Personal Data or customer-specific information; or (g) is Feedback.
    4. Compelled Disclosures. The obligation of confidentiality does not restrict either party from complying with any legal order compelling disclosure of Confidential Information; however, the party under the order must make reasonable attempts to notify the other party to allow it to seek to limit the required disclosure of the Confidential Information.
    5. Expiration. The obligation of confidentiality under this Agreement expires 3 years after the date of disclosure of the Confidential Information.
    6. Other Agreements. The parties may enter into separate non-disclosure agreements governing specific disclosures. To the extent the terms governing a specific disclosure are more restrictive than the terms of this Agreement, the more restrictive terms will control for the specific disclosure.
    7. Publicity. Neither party may issue any press release or other publicity regarding this Agreement without the other party’s written approval.
11.  DEFENSE AND INDEMNIFICATION
    1. Seagate Defense Against Third-party Claims. Seagate will defend and indemnify Company against: (a) all third-party infringement claims brought against Company alleging that Company’s use of the Services infringes any third-party copyright, trade secret or United States patent, and (b) any third-party claims brought against Company to the extent relating to personal injury caused by Seagate’s gross negligence.
    2. Procedural Prerequisites. Seagate’s obligation to defend and indemnify Company is subject to the condition that Company: (a) notifies Seagate in writing within 30 days after Company becomes first aware of the claim; (b) gives Seagate sole authority and control of the defense or settlement of the claim; and (c) provides all reasonable information and assistance requested by Seagate to handle the defense or settlement of the claim.
    3. Exceptions. Seagate will have no obligation to defend or indemnify Company or its Authorized Users for any infringement or other claim arising out of: (a) non-Seagate systems or offerings, Company’s Solutions, any third parties’ offerings or Third-party Content, or the combination of the Services with Company’s Solutions or any non-Seagate system or offering or any of their components or any Third-party Content; (b) any modification to the Services not made by Seagate or not made with Seagate’s written authorization; (c) the use of a version the Services or portion thereof subject to an infringement claim under paragraph 11.1(a) where Seagate has provided an updated version of, replacements for, or modifications to the Services to make them non-infringing; (d) any use of the Services in violation of this Agreement or for purposes not contemplated by this Agreement or its intended use; (e) Seagate’s compliance with a specification or design provided by Company; or (f) any use of the Services in High Risk Activities or violation of any laws.
    4. Obligation to Modify or Obtain Rights. If Seagate determines that Company is or Company’s Authorized Users are likely to be prevented from using the Services by reason of an infringement claim, then, at Seagate’s option, Seagate shall either: (a) substitute functionally equivalent, non-infringing Services for the claimed infringing Services; (b) attempt to obtain the rights required to permit Seagate to grant Company the right to use the Services; or (c) modify or replace the Services to make them non-infringing. If Seagate is unable to achieve an option in the previous sentence on commercially reasonable terms, as determined by Seagate, then Seagate may terminate this Agreement or the affected Services and, upon termination, Company will be entitled to a refund of the pro rata portion of any subscription fees prepaid by Company for the remaining portion of the unused subscription term or Services Period.
    5. Indemnification by Company. Company shall defend and indemnify Seagate against claims arising from or related to: (a) any violations of laws in connection with Company’s or Company’s Authorized Users’ use of the Portal, Hardware, or Services; (b) actual or alleged infringement of a third party’s Proprietary Rights except to the extent the infringement is covered by Seagate’s indemnification obligations as set forth in paragraph 11.1(a) above; (c) acts or omissions causing personal injury or tangible property damage; (d) Company’s Solutions; and (e) any of the indemnification exceptions set forth in paragraph 11.3 above. Seagate shall give Company sole authority and control of the defense or settlement of the claim, and Seagate shall provide all reasonable information and assistance requested by Company to handle the defense or settlement of any claim. Company shall obtain advance written approval from Seagate (which shall not be unreasonably withheld) of any settlement, disposition, or other resolution a claim for which Company provides defense or indemnity under this Agreement.
    6. Entire Obligation. The Seagate indemnification obligations set forth in this Agreement and the applicable Service Terms are Seagate’s entire obligation and liability arising from or related to third-party claims.
12.  LIMITATIONS OF LIABILITY
    1. Limitations on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE EXCLUSIONS SET FORTH IN PARAGRAPH 12.6 BELOW, THE MAXIMUM AGGREGATE LIABILITY OF SEAGATE AND ITS AFFILIATES AND SUPPLIERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PORTAL, HARDWARE, AND ANY SERVICES, WHETHER BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY, OR ANY OTHER THEORY, WILL NOT EXCEED THE DIRECT DAMAGES OR RESTITUTION MONEY FINALLY AWARDED UP TO US$5,000, OR THE FEES PAID OR PAYABLE BY COMPANY FOR THE APPLICABLE SERVICES FROM WHICH THE LIABILITY AROSE IN THE 12 MONTHS PRECEDING THE EVENT THAT FIRST GAVE RISE TO THE LIABILITY, WHICHEVER IS GREATER.
    2. Exclusion of Consequential Damages. In no event will either party or its respective Affiliates or suppliers be liable to anyone for lost profits, lost revenue, lost business, or for incidental, indirect, consequential, punitive, cover, special, reliance, or exemplary damages, including damages or restitution money suffered due to loss of data or costs of procurement of substitute goods, however caused, whether from breach of warranty, breach or repudiation of contract, negligence, or any other legal cause of action related to this Agreement, regardless of whether either party has been advised of the possibility of such liability. The disclaimers set forth in this paragraph 12.2 do not apply to or limit Company’s liability for (a) any breach of any licenses or rights granted in any Service Terms, or Company’s or its Authorized Users’ infringement or misappropriation of any Proprietary Rights of Seagate or its Affiliates, or (b) Company’s, its Authorized Users’ breach of section 3 (Prohibited Use), section 7 (Data, Security, Privacy, and Telemetry), or section 10 (Confidentiality) of this Agreement.
    3. Free Product. Seagate will bear no liability (including for any direct, indirect, consequential, punitive, cover special, reliance exemplary damages) in connection with offerings, services, and code Seagate provides or makes available free of charge or payment obligation, which includes the Portal, subject to the exclusions in paragraph 12.6 below.
    4. Data Backup and No Liability for Lost Data. The Services do not replace the need for Company to maintain regular data backups or redundant data archives. Seagate has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Company Data. Seagate will not be liable for lost data or the value of lost data under any circumstances.
    5. Purpose of Limitations. The essential purpose of this section 12 is to limit the potential liability of the parties arising from this Agreement. The limitations in this section 12 are integral to the amount of fees charged for the Services; if Seagate were to assume any additional liability, the fees would be set substantially higher. The limits in this section 12 will apply notwithstanding any other provisions of this Agreement or the failure of any remedy of its essential purpose. 
    6. Exclusions. Some laws and countries do not allow the exclusion of implied warranties, or disclaimers or limitations of liability for incidental or consequential damages or willful misconduct or gross negligence; the limitations of liability and disclaimers in this Agreement will apply only to the extent permitted by applicable law. 
13. AUDITS. Seagate and its independent auditors have the right, upon reasonable notice to Company, to examine Company’s, and its Authorized Users’ use of the Portal and the Services to verify compliance with this Agreement. If the audit identifies unauthorized use, then Company shall promptly pay to Seagate any additional fees that Seagate is owed, and the reasonable costs of conducting the audit. 
14. COMPLAINTS AND DISPUTE RESOLUTION
    1. Governing Laws and Venue. The Governing Laws and exclusive Venue set forth in the table below apply to each Order (and this Agreement construed together with the Order) based on the regional Seagate contracting party issuing the Order. Governing Laws and Venue are listed in order of descending precedence should any dispute involve more than one Seagate regional contracting party. The United Nations Convention on Contracts for International Sale of Goods does not apply to this Agreement.

       Seagate Contracting Party	Region	Governing Laws	Venue
       Seagate Technology LLC	Americas	the laws of the State of California, USA	courts and mediators located in Santa Clara County, California
       Seagate Technology (Netherlands) B.V.	EMEA	the laws of the Netherlands	courts and mediators located in the Netherlands
       Nippon Seagate, Inc.	Japan	the laws of Singapore	courts and mediators located in Singapore
       Lyve (SG) Pte. Ltd.	APAC	the laws of Singapore	courts and mediators located in Singapore

    2. Dispute Resolution. The parties shall attempt to resolve any dispute or claim arising under or relating to this Agreement through good faith negotiation prior to submitting the dispute or claim to the courts. Either party may initiate good faith negotiations, including mediation, by providing a written request of the same to the other party. Unless otherwise agreed by the parties in writing, mediation shall be conducted by a mediator at a facility identified below for the applicable region, listed in order of descending precedence should any dispute involve more than one region: (a) American Arbitration Association (www.adr.org) facility in San Jose, California, for Orders issued out of the Americas; (b) International Chamber of Commerce in Amsterdam, the Netherlands for Orders issued out of EMEA; and (c) Singapore Mediation Centre in Singapore for all Orders issued out of APAC including Japan. Company may deliver any required or desired notice regarding a dispute relating to this Agreement to Seagate by mail to Seagate Technology LLC, Attn: Legal/Litigation Dept, 47488 Kato Rd., Fremont, California 94538 USA.
    3.  Waiver of Jury Trial. Seagate and Company each waives the right to a trial by jury for any claim arising in connection with this Agreement, the Portal, or the Services, whether in court or in arbitration. 
    4. Time Limitation. Subject to applicable mandatory law, any claim or action arising under this Agreement must be initiated within 2 years after the events giving rise to the claim first occurred, otherwise the claim will be permanently barred.
15. CHANGES
    1. Changes to the Services. Seagate may change or discontinue the Portal or any of the Hardware or Services from time to time. Seagate shall make commercially reasonable efforts to provide 30 days’ advance notice to Company if Seagate discontinues material functionality of Services that Company or Company’s Authorized Users are using. Notice will not be required if the notice or notice period (a) would pose a security risk or give rise to a Proprietary Rights infringement claim in connection with the Portal or Services; (b) is economically or technically burdensome; or (c) would cause Seagate to violate applicable laws. If certain Services have been retired and are subject to end-of-life notices, subject to the Service Terms, Company and Seagate will each have the right to terminate the affected subscription or Services and Company will be entitled to a refund of the pro rata portion of any subscription fees paid by Company for the remaining portion of the unused Services Period.
    2. Changes to this Agreement. Seagate may modify this Agreement (including any references to other agreements, terms, or policies) at any time, subject to paragraph 15.1 above, by posting a revised version on the Seagate website or by notifying Company in accordance with paragraph 16.7. Subject to the foregoing notice period, the modified terms will become effective upon posting or, if Seagate notifies Company in writing, as stated in the notification. By continuing to use the Portal or Services after the effective date of any modifications to this Agreement, Company and Company’s Authorized Users agree to be bound by the modified terms. It is Company’s responsibility to check Seagate’s website regularly for modifications to this Agreement. Seagate last modified this Agreement on the date listed at the bottom of this Agreement.
16. MISCELLANEOUS
    1. Assignment. Company shall not assign this Agreement or any right or interest under this Agreement, or delegate any obligation under this Agreement, to any other party. Any attempted assignment or delegation by Company is void. Seagate may assign or transfer this Agreement and any rights or obligations under this Agreement to any Seagate Affiliate, or to another party in connection with a merger, acquisition, or sale of substantially all of the assets to which the Portal or Services relate, by written notice to Company.
    2. No Third-party Rights. There are no third-party beneficiaries to this Agreement. Only the parties named in this Agreement have any rights or remedies under this Agreement. Only the Seagate contracting party identified in the introductory paragraph of this Agreement will have obligations with respect to Company’s Portal and Services accounts, unless Company purchases from a Solution Provider, in which case the agreement between Company and Company’s Solution Provider sets forth the respective rights and obligations between Company and the Solution Provider. Seagate’s invoices will reflect the Seagate party that is responsible for Company’s applicable Services account during the applicable billing period.
    3. Force Majeure. Neither party will be liable to the other for failure to perform under this Agreement (other than payment obligations) to the extent that its performance is delayed by circumstances beyond its reasonable control and is not due to its fault under applicable law.
    4. Survival; Severability. All obligations that by their terms or nature survive termination of this Agreement will continue until fully performed, including all obligations relating to payment and any unreturned Hardware. The terms of this Agreement are severable. If any term is unenforceable for any reason, that term will be enforced to the fullest extent possible, and the remaining portion of the Agreement will remain in effect.
    5. English Language. This Agreement is in English. All communications and proceedings must be conducted in English. If this Agreement is translated, the original English language version of this Agreement will control.
    6. Entire Agreement, Order of Precedence. This Agreement and the documents referred to or linked to in this Agreement constitute the entire agreement between Company and Seagate with respect to this subject matter. Specifically, each Order together with this Agreement and the documents referred to or linked in this Agreement and the Order (including the Service Terms, and Solution Provider Plan where applicable) forms a separate comprehensive “Lyve Services Agreement” or “LSA”. Each LSA excludes any of Company’s general or pre-printed terms and conditions contained in any purchase order or other document issued by Company. However, if Company is party to an existing active signed customer agreement with Seagate that governs Company’s access to the Portal and purchase, access, and use (and or/resale where applicable) of Services (“Existing Agreement”), then the Existing Agreement will control over any conflicting terms in this Agreement until it expires or is terminated. To the extent of a conflict between this Agreement, an Order, the Service Terms, or the Solution Provider Plan (applicable to Solution Providers only), the following order of descending precedence shall apply: Order, then Solution Provider Plan where applicable, then Service Terms, then this Agreement.
    7. Legal Notices. Seagate shall deliver all legal notices and other communications to Company in connection with this Agreement, the Portal, and the Services in writing to an address designated on the Order (including Company’s designated email address for notices). Company shall deliver all legal notices to Seagate in writing to corporatecontracts@seagate.com with a copy to “Legal Notices” at the applicable address for the Seagate contracting party identified in the introductory paragraph of this Agreement.  Legal notices to Seagate in connection with the Digital Services Act (Regulation (EU) 2022/2065), the Digital Millenium Copyright Act (U.S.A.), or similar current or future laws or regulations must be sent to Lyve.Customer.Success.Manager@seagate.com[IB1] . 
    8. No Waiver. Except as set out herein, neither party’s failure or delay to exercise any of its rights under this Agreement will be deemed a waiver or forfeiture of those rights.
    9. U.S. Government Rights. This paragraph 16.9 applies if Company is or Company represents the U.S. government, or the U.S. government is a customer or an Authorized User. The Services are provided to the U.S. government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Services. If the Services or these terms fail to meet the U.S. government’s needs or are inconsistent in any respect with federal law, Company will immediately discontinue the U.S. government’s use of the Services. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
    10. Ethical Business Practices. Company shall maintain written policies and procedures requiring Company’s employees and contractors to comply with all applicable laws relating to bribery, corruption, antitrust, competition law, anti-monopoly law, anti-money-laundering, privacy, confidentiality, environmental practices, labor practices, health and safety, and other laws relating to ethical business practices. Company shall train its employees to exercise ethical business practices and provide proof of its policies, procedures, and training to Seagate upon request. Seagate may immediately terminate this Agreement if Company breaches any provision of this paragraph.
    11. Electronic Business Transactions. The parties may exchange electronic documents in lieu of printed purchase orders, order acknowledgments, change orders, invoices, forecasts, or similar documents. The parties shall not contest the enforceability or legal sufficiency of electronic documents on the grounds that they fail to comply with the Statute of Frauds or similar laws requiring contracts to be in writing, such as UCC section 2-201 or its state-law equivalent; however, neither party is prohibited from asserting that an electronic document is invalid for any reason that would invalidate a written document.

Version: December 10, 2024

Exhibit A
To Lyve Customer Agreement
Lyve Services Solution Provider Plan (Standard)

This Lyve Services Solution Provider Plan (“Plan”) is entered into by the individual, company, or other entity agreeing to these terms (“Company”) and the following Seagate contracting party (“Seagate”):

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

Please read this Plan carefully before Company accesses, purchases, or resells the Services as a Solution Provider. By clicking “I AGREE” or entering into an agreement with Seagate that incorporates this Plan, or by accessing, purchasing reselling, or using the Services as a Solution Provider, Company accepts and agrees to be bound and abide by this Plan.

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

1. LYVE CUSTOMER AGREEMENT AND PLAN TERM
   1. Incorporation by Reference. This Plan incorporates by reference the Lyve Customer Agreement available at https://www.seagate.com/legal/lyve/customer agreement/ and the Lyve Service Terms available at https://www.seagate.com/legal/lyve/services-terms/. To the extent of a conflict between the terms of this Plan, the Service Terms, and/or the Lyve Customer Agreement, the following order of precedence shall apply: Plan terms, then Service Terms, then Lyve Customer Agreement. Terms defined in the Lyve Customer Agreement and Service Terms have the same meaning in this Plan unless otherwise defined herein. References in this Plan to the “Lyve Customer Agreement” include any other currently active Solution Provider or reseller agreement between Company and Seagate for the Services incorporating this Plan. This Plan applies to all of Company’s purchases of Services as a Solution Provider unless otherwise agreed in writing (including via the Lyve Portal) with Seagate for Company’s Order.
   2. Plan Term. This Plan is effective on the date Company first agrees to this Plan, including by clicking ACCEPT, accessing, purchasing, or using as a Solution Provider the Services: a) identified in an Order that incorporates this Plan, or b) under the Lyve Customer Agreement or other reseller agreement with Seagate that incorporates or references this Plan. This Plan will remain in effect until expiration of Company’s Lyve Customer Agreement unless this Plan is terminated earlier in accordance with its terms. This Plan may be terminated on the same grounds as the Lyve Customer Agreement, including for breach. Unless this Plan is earlier terminated or superseded according to its terms, the terms of this Plan shall continue to apply with respect to Company’s eligible Orders accepted by Seagate during the term of Company’s Lyve Customer Agreement. Seagate may update this Plan per the terms of the Lyve Customer Agreement.
2. PLAN OBJECTIVE
   1. The parties hereto desire to expand the market for Services made available by Seagate in the Territory and the Markets, each defined below.
3. SPECIFIC SOLUTIONS/PRODUCTS
   1. Seagate Offerings. This Plan applies to the Services only and does not include other Services or offerings in the Seagate portfolios, unless expressly agree otherwise in writing.
4. SOLUTION PROVIDER PLAN TERRITORIES AND TARGET MARKETS
   1. Seagate makes the services available (and ships Hardware) only in and to the eligible countries set forth at the “Eligible Countries” list available at: https://www.seagate.com/legal/lyve/services-terms/#additional-terms-eligible-countries/.
   2. Subject to paragraph 8.6 below regarding Eligible Countries and the parties’ compliance with applicable laws such as export controls as described in the Lyve Customer Agreement, the Plan territory (the “Territory”) is limited to Solution Providers located in the countries included in the below specified regions:
      1. AMERICAS: United States of America
      2. EMEA: United Kingdom, Switzerland, Norway, and member states of European Union.
      3. APAC: Japan, Singapore
5. FINANCIAL MATTERS
   1. Solution Provider Discount and Deal Registration. Solution Provider discounts and deal registration eligibility are subject to minimum ordering requirements. Any discounts will be shown in Company’s Order. Company’s participation in Deal Registration, where available, is conditioned upon Company’s compliance with the Deal Registration terms attached hereto as Appendix 1 and submitting the deal registration for each applicable opportunity via the deal registration tool accessible via Company’s Portal account.
   2. Discount Exclusion. Company is not eligible for discounted pricing based on Solution Provider (including reseller or managed service provider) status for any Order or Project (defined below) for Services where Company receives payment or compensation for referring the Customer (or potential customer) to Seagate, including under a separate revenue share or referral agreement or otherwise. Prior to accepting any quote or Order from Seagate as a Solution Provider (including resellers and managed service providers), Company shall notify Seagate in writing of any related Customer Projects for Services qualifying for separate payments (e.g., for Customer referral). 
6. SOLUTION PROVIDER PLAN ACTIVITIES. Company agrees to provide the following Solution Provider activities.
   1. Company shall notify Seagate of and submit to Seagate new Orders for Company’s Customers through Company’s Lyve Portal account within reasonable promptness after Company receives a Customer Order for a Project. “Project” as used in this Plan means Company’s Customer’s or Company’s prospective Customer’s (as applicable) project for Services.
   2. Company shall provide Seagate with review of all Company’s marketing materials created, including but not limited to website, product listing, catalog, promotional assets, and/or customer communications in relation to Company’s Solutions and offerings as required or requested by Seagate (including through a Portal).
   3. Company shall provide Seagate with Company’s marketing materials relating to Company’s Solutions and offerings, and Company’s trademarks and logos provided to in connection with the Lyve Customer Agreement (collectively “Company’s Marketing Content”) for use in connection with the Lyve Customer Agreement and this Plan. Use of Company’s and Seagate’s respective marketing content, trademarks and branding materials is governed by Appendix 2 – Trademarks, attached hereto.
   4. Training. Company shall ensure the sales, account executives and any in-field technical resources supporting the Services have attended Services training upon initial engagement and refresh that training as the Services evolve or as new personnel are added. This is critical to understanding the Lyve solutions and Services, and for Company’s representatives to be able to articulate the Lyve solutions and Services directly to Company’s Customers (including to facilitate to downstream end customers).
   5. In any and all contact between Company and any end customer, Company must identify to the end customer Company’s full legal name, and trade name.
   6. Company shall promptly notify Seagate of any complaint or adverse claim relating to Services of which Company become aware; provided, that nothing in this Plan requires Company to reveal proprietary pricing information. Company shall fulfill any user enquiries or requests under Digital Services Act (Regulation (EU) 2022/2065), the Digital Millenium Copyright Act (U.S.A), or other similar current or future laws or regulations, where the relevant information is stored in Company’s infrastructure and confirm to Seagate without undue delay the fulfillment of any enquiries and requests in line with the relevant law.
   7. Company will provide additional activities mutually agreed by the parties in connection with this Plan.
7. SOLUTION PROVIDER PLAN MATERIALS AND ACTIVITY-SPECIFIC TERMS
   1. Seagate Marks and Branding. As between Seagate and Company, all Seagate trademarks, service marks, trade names and logos provided to Company by Seagate for use in connection with the Lyve Customer Agreement (“Seagate Marks”) including those identifying the Lyve Mobile Services are and will remain the exclusive property of Seagate and its licensors. Subject to the terms of this Plan, during the term of the Lyve Customer Agreement, Company is granted a limited, non-exclusive, non-transferable revocable right to use the Seagate marks in the eligible countries specified by Seagate for the applicable Lyve Service(s), solely to market and promote the Lyve Services and only in accordance with Appendix 2 attached hereto, and as approved by Seagate in writing.
   2. Seagate Marketing Content. Seagate grants Company a limited nonexclusive, non-transferable, revocable right to use, reproduce, publicly display, and distribute the Seagate Marketing Content solely in connection with the Solution Provider Activities for promotion and marketing purposes consistent with the Plan, conditioned on Seagate prior review and written approval in each case (to ensure content, messaging and the Seagate brand is represented appropriately) and compliance with the Branding Guidelines (defined in Appendix 2).
   3. Company’s Marks and Branding. As between Company and Seagate, all of Company’s trademarks, service marks, trade names and logos provided to Seagate for use in connection with this Plan (“Company’s Marks”) are and will remain the exclusive property of Company and Company’s licensors. Seagate is granted a limited, non-exclusive, non-transferable revocable right to use Company’s Marks in the Territory solely to market and promote the Services, Company’s Solutions, and only in accordance with Company’s trademark usage and branding guidelines provided to Seagate in writing. Any and all goodwill appurtenant to the use of Company’s Marks shall accrue exclusively to the benefit of Company.
   4. Company’s Marketing Content. Company hereby grants Seagate a limited nonexclusive, non-transferable, revocable license to use, reproduce, publicly display, and distribute Company’s Marketing Content solely in connection with the Plan Activities. Accordingly, Company agrees to have Company’s Marketing Content (including Company’s Marks) shared publicly by Seagate pursuant to the forgoing license, in all media, including though marketing channels such as web, social, print media, and Seagate sales forums. Publications channels may include but are not limited to podcast, publication on Seagate’s web properties and media channels globally, blog, publications and publicity in all media, print, online, and otherwise. Seagate agrees to share advance copies of all Seagate Marketing Content that incorporates Company’s Marketing Content with Company before publication. Company will have five (5) business days to review and comment, and if no comments or response are received within such review period, Seagate may publish such content.
   5. Independent Controllers Data Privacy Terms. The parties acknowledge that under this Plan, Company will disclose, in accordance with applicable law, certain Customer or prospective customer personally identifiable information (“Customer Data”) to Seagate to process for the purposes of performing the Plan, the Service Terms, and the Lyve Customer Agreement (the “Permitted Purpose”). Each party shall process the Customer Data as separate and independent controllers strictly for the Permitted Purpose. In no event shall the parties process the Customer Data as joint controllers. For purposes of the California Consumer Privacy Act (“CCPA”), Company and Seagate hereby acknowledge and agree that in no event shall the transfer of Customer Data from Company to Seagate pursuant to this Plan (including under the Lyve Customer Agreement or the Service Terms) constitute a sale of information, and that nothing in the Plan (or the aforementioned Lyve Customer Agreements) shall be construed as providing for the sale of Customer Data. Company shall (and shall procure that all third-party sources, including its Affiliates and independent contractors) provide appropriate notice to Customers or prospective customers and obtain all necessary consents, approvals, and authorizations to provide the Customer Data to Seagate in compliance with applicable data protection laws. Each party is responsible for complying with all necessary requirements under applicable privacy law in order to disclose the Customer Data to the other party. Each party is separately and independently responsible for complying with applicable privacy law in respect of its processing of Customer Data it receives from the other party. In the event that either party receives any correspondence, enquiry or complaint from a data subject, regulator or other third party ("Correspondence") related to (a) the disclosure of the Customer Data by Company to Seagate for the Permitted Purpose; or (b) processing of the Customer Data by the other party, it shall promptly inform the other party giving full details of the same, and the parties shall cooperate reasonably and in good faith in order to respond to the Correspondence in accordance with any requirements under applicable privacy laws. No party shall process any Customer Data in a territory outside the European Economic Area (for data arising from the European Union) unless it has taken such measures as are necessary to ensure the transfer is in compliance with applicable privacy law. Any emails that promote or sell Seagate products or services must be reviewed and approved by Seagate and comply with applicable anti-spam and privacy laws (such emails must include appropriate opt-in/opt-out provisions and must not be sent to those who have opted out).
8. SOLUTION PROVIDER OPERATIONS AND RESPONSIBILITIES
   1. Company’s Solutions and Customers. Company is solely responsible and liable for any Solutions Company provides to Company’s Customers, including any configuration, integration, combination and use with the Services and providing all support to Customers for Company’s Solutions. Seagate may require additional information regarding Company’s Solution or the configuration thereof with respect to the Services. Company is responsible for acts and omissions of Company’s Customers that use the Lyve Portal and Services.
   2. Marketing, Company’s Prices, and Orders. Company shall in good faith and at Company’s own expense, market, advertise, promote, and resell the Services to Customers located in the Territory consistent with good business practice, in a manner that reflects favorable on the Services and the good name, goodwill and reputation of Seagate. Company is free to establish the prices and discounts Company charges to Customers for Company’s Solutions and the Services. Company is responsible for all Services ordered by Company, and under the Lyve accounts of Company’s Customers for which Company is the designated Solution Provider, including all fees accrued thereunder. For each Order Company places on behalf of a Customer, Company will accurately provide all information required by Seagate. Failure by Company’s Customers to pay Company does not relieve Company of its obligation to pay Seagate for Services purchased.
   3. Customer Relationships, Account Access and Management. Company is responsible for managing its relationship and billing with (including all payments from) Company’s Customers. Through Company’s Solution Provider account, Company’s access is limited to accessing and managing: (1) Company’s Lyve account(s) and Services including for Company’s Authorized Users, (2) the Lyve Service account(s) of Company’s Customers for whom Company is the designated Solution Provider, and (3) Company’s Authorized User privileges assigned by another valid Services customer. The Lyve Portal and Company’s Lyve account may provide additional information and help documentation regarding, access, roles and responsibilities of Solution Providers and their customers, including at: https://lyve.seagate.com/. Company agrees not to access, manage, or share Company’s Customers’ information in connection with the Lyve Portal, Lyve accounts and Services, except as expressly agreed by Company’s Customer. Company is responsible for tier 1 support for the Services as described in paragraph 8.4 below (if Company’s Customer requests support in connection with the Services). Company may use the Services and Portal to manage the functionality of the Services only for the operations of Company and Company’s Authorized Users and Customers. No Lyve Hardware, nor any portion thereof, may be used by or on behalf of, accessed by, re-sold to, rented to, or distributed to multiple customers, or to any other party, except in accordance with this Plan for the management of Company’s Customers who have made (or for whom Company has made as a Solution Provider on their behalf) a valid purchase of Services. If Company terminates its agreement with a Company Customer for Services: (a) Company shall notify Seagate of the termination of the Services immediately via the Lyve Portal; (b) Company agrees that Seagate may terminate and suspend Company’s Customer’s Service account and their access to and use of the Services; and (c) Seagate may delete the Company Data (including Company’s Customer’s data) stored on the Services associated with the terminated account. Company shall defend and indemnify Seagate against any claims, demands, and suits by a Company Customer arising from Seagate’s suspension and termination of Services and deletion of data as described in this paragraph and the Lyve Customer Agreement.   
   4. Tier 1 Support. Company shall be the point of contact for Company’s Customers for all operational and technical support questions related to the Services. Tier 1 support includes addressing Company’s Customers’ reported issues with the Lyve Service through the following: 1) fielding Customer requests; 2) attempting to address the Customer support issue using the Seagate provided support documentation and training materials; 3) relaying support requests to Seagate or directing Company’s Customer to Seagate as necessary or instructed by Seagate support to help resolve the Customer issue(s); 4) following up with Seagate as necessary and Company’s Customer until the issue or support request is resolved. Included in tier 1 support, Company shall provide the following support to Company’s Customers during the term of the Services subscription:

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

      Severity Level. Company agrees to address Customer issues and escalations regarding Services as follows:
      

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

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

Version: December 10, 2024

APPENDIX 1
TO SOLUTION PROVIDER PLAN
DEAL REGISTRATION FOR SOLUTION PROVIDERS

1. GENERAL. Access to the Lyve Services Deal Registration Program detailed herein (“Program”) is available to Solution Providers that are direct customers of Seagate and in good standing, including payments, with respect to the Lyve Services, including Lyve Mobile services and Lyve Cloud services, as available in the Lyve online portal located at https://lyve.seagate.com/ (“Portal”). The terms and conditions below, (“Registration Guidelines”) set out the procedures for Solution Providers to register opportunities through the Lyve Portal. As used herein, “Deal Registration Program” means the deal registration program offered within the Portal per these Registration Guidelines. References in these Registration Guidelines to “Customer Agreement” include any other currently active Solution Provider or reseller agreement between Company and Seagate incorporating these Registration Guidelines.
2. DEAL REGISTRATION CRITERIA. In order to encourage Solution Providers to explore new business opportunities for Seagate, an opportunity is eligible for Deal Registration if the Solution Provider and the Solution Provider’s opportunity meet all of the following criteria as determined in Seagate’s sole discretion and to the extent permitted by law:
   1. The potential deal is for a single business opportunity for the resale of Lyve Services to a single potential Customer (reseller or end customer) through the Portal.
   2. The Deal Registration Program is intended to bring in new business only. As part of the evaluation process, Seagate will determine in its discretion if the opportunity qualifies as a new opportunity previously unknown to Seagate.
   3. Before registering a deal, the Solution Provider must substantiate (to Seagate’s satisfaction) pre-sales efforts related to such deal, such as, but not limited to, meeting with the potential Customer’s decisionmakers, qualifying the opportunity, helping the potential Customer to quantify the project budget with Seagate, and helping the potential Customer to define the project requirements to include Lyve Services. Solution Providers must include a description of such efforts in the project description when submitting a project within the Portal deal registration tool. In addition, Solution Provider must document such efforts, including proof of date and time, to be provided to Seagate on request (potential Customer verification may be required).
   4. Purchase for the underlying Deal Registration must be made through the Portal.
   5. The deal is not being pursued directly by Seagate at the time the Solution Provider submits the deal registration. In certain circumstances, despite Seagate indicating a direct pursuit of the deal, the Solution Provider may reach out to Seagate (or Seagate may reach out to the Solution Provider) to discuss collaboration on the deal.
   6. The deal is not registered by another Solution Provider. However, in certain circumstances, Seagate may grant registrations to multiple Solution Providers for the same deal, if requested or contemplated by Solution Provider’s deal registration submission or Seagate determines it is required by local laws.
   7. The deal is not the subject of a Public Tender that has been published; provided, however, that before the Public Tender has been published, the Solution Provider shall be eligible to register the deal. “Public Tender” means a request for proposal (RFP), invitation for bid (IFB), indefinite delivery indefinite quantity (IDIQ), or similar public sector tender process that is subject to public procurement laws or regulations.
   8. The aggregate size of the deal meets the Minimum Deal Size stated in the deal registration tool accessible via in Solution Provider’s Portal account. Aggregate deal size is determined before any taxes, shipping, handling, or other fees are applied. Only the Lyve Services included in the registered deal are included in determining deal size; other Seagate or Lyve offerings and third-party products and services are not included in such determinations.
   9. The Solution Provider must provide sufficient information when registering the deal to allow Seagate to determine whether the Solution Provider is well positioned to service the deal and whether to approve the deal registration submitted.
3. DEAL REGISTRATION PROCESS.
   1. Solution Provider must comply with all of the following to register a deal:
      1. The Solution Provider must accurately submit the deal for review via the Portal deal registration tool.
      2. The Solution Provider must be the first to submit the deal with complete and accurate deal information unless otherwise approved by Seagate. When submitting a deal for approval, Solution Provider must provide known information regarding the potential Customer including full company name correctly spelled. If the Solution Provider submitting the deal registration request is teaming with another Solution Provider or with another Seagate customer on the opportunity, then the Solution Provider must identify the other Solution Provider and Seagate customer in the deal registration submission as part of the project description.
   2. Seagate will notify the Solution Provider by email and updated status via the deal registration tool in the Solution Provider’s Portal account that the deal registration is approved, and the deal has been registered (“Deal Registration”), or that the deal registration has been declined. Seagate will strive to notify Solution Providers of its decision within two business days.
   3. Seagate reserves the right to revoke participation in the Deal Registration Program as set forth in section 6. 
   4. Seagate reserves the right to request additional supporting documentation for audit purposes per section 9.
4. DEAL REGISTRATION TERM & RENEWALS. Deal Registrations accepted by Seagate are valid for 90 days unless a different period is specified by Seagate for the registered deal in Solution Provider’s Portal account via the deal registration tool. Solution Providers may submit renewal/re-registration of Deal Registrations to Seagate, and such renewed Deal Registrations will become effective only upon written notice of requalification and re-approval by Seagate.
5. DEAL REGISTRATION BENEFITS
   1. The following benefits will apply to the extent permitted by law, subject to section 6 (Exceptions):
      1. If Solution Provider is granted a Deal Registration, Seagate will support and/or participate in Solution Providers’ sales activities to maximize Solution Provider’s ability to close the opportunity. This includes Seagate support of visible business relationship (for Solution Provider’s end customer) between Seagate and Solution Provider.
      2. Seagate-provided sales and marketing support to win the deal.
      3. Direct access to Seagate’s highly trained technical staff.
      4. Receive access to demonstration and pilot testing resources, subject to availability.
   2. If a Solution Provider submitted a deal registration request for an opportunity, and if the deal registration request is approved, then, subject to paragraph 2.6: (a) only that Solution Provider will be entitled to Deal Registration benefits for that opportunity; and (b) other Solution Providers or other Seagate customers identified in the deal registration submission (as set forth in paragraph 3.1(b) above) will not be entitled to the benefits in connection with a specific Deal Registration, that Seagate may offer to the Solution Provider with an approved Deal Registration.
6. EXCEPTIONS.
   1. Exceptions for Seagate Quotes and Bids. Notwithstanding section 5 (Deal Registration Benefits) above, Seagate may, at its discretion, quote or bid for a deal in any of the following scenarios:
      1. The potential Customer requests that Seagate quote or bid on the deal.
      2. The potential Customer is a current “active” customer of Seagate directly for the line of product(s) included in the deal. A Seagate Customer account is considered “active” if Seagate product(s) were sold to the account by Seagate directly in the last twelve (12) months or potential Customer is a global segment or international account with Seagate directly.
      3. The potential Customer has rejected the Solution Provider’s bid or quote.
      4. The Solution Provider does not close the deal within the Registration Term, and no extension or renewal of the Registration Term has been granted. A deal is considered “closed” when Solution Provider places an Order for services specified in the Deal Registration and pays for the invoiced amount.
      5. The potential Customer requests a quote or bid for a fully integrated vertical market Solution that includes the products and services covered by the Solution Provider’s Deal Registration, but the Solution Provider is unable to quote the full Solution (hardware, software, services, etc.).
      6. The deal is the subject of a Public Tender (per paragraph 2.7).
      7. Any of the scenarios set forth in paragraph 6.2 (Deal Registration Exceptions) below other than 6.2(g).
   2. Deal Registration Exceptions. Notwithstanding section 5 (Deal Registration Benefits) above, Seagate may, at its discretion, deny, remove, rescind, suspend, or terminate any Deal Registration and/or registration access in any of the following scenarios:
      1. The Solution Provider is not actively working the deal or has been inattentive to the potential Customer’s needs (for example, by failing to respond to the potential Customer’s or Seagate communications).
      2. The Solution Provider does not lead with or quote the Lyve Services identified in its registration form.
      3. Seagate is under a legal or contractual obligation to quote or bid on the deal, or if failure to quote or bid on the deal could subject Seagate to legal liability (as determined by Seagate).
      4. A Public Tender is issued only to a manufacturer (such as Seagate), calls for submissions only from manufacturers (such as Seagate), and/or excludes the Solution Provider community from submitting a bid.
      5. The Solution Provider is not able to fulfill the deal or provide support for the potential Customer (for example, by failing to have sufficient credit available for the deal, if the potential Customer refuses to work with the Solution Provider, or, with respect to government deals, if the Solution Provider doesn’t possess the required security clearances).
      6. The potential Customer chooses to fulfill its bid requirements under a contract vehicle not held by the Solution Provider, or in a manner that prevents the Solution Provider from being able to fulfill such requirements.
      7. It is determined that a deal is already registered to another Solution Provider (subject to paragraph 2.6).
      8. The Solution Provider: (i) is in breach of the Lyve Customer Agreement or Service Terms, (ii) has engaged in any activity that impairs the integrity of the Lyve Services as determined by Seagate, (iii) has submitted information that is inaccurate, incomplete, misleading, or fraudulent, or (iv) has engaged in conduct that causes damages, embarrassment, or adverse publicity to Seagate.
      9. For any other reason as Seagate shall determine in its sole discretion.
   3. Section 5 (Deal Registration Benefits) above does not preclude the direct sales efforts of Seagate in the circulation of marketing and other promotional materials as a part of marketing campaigns the potential Customer has signed up for or has not opted out of.
   4.  Paragraph 6.1 (Exceptions for Seagate Quotes and Bids) is not applicable in regions where Seagate does not offer the Lyve Service.
   5. If a Solution Provider (a) orders significantly less or more units than those detailed in the relevant Deal Registration, or (b) utilizes deal specific pricing to order units for resale to Customers who were not part of the Deal Registration, Seagate reserves the right to (as soon as this becomes apparent to Seagate) revoke, terminate, and rescind any Deal Registration benefits  to the Solution Provider, suspend or terminate its participation in the Deal Registration Program, and demote the Solution Provider from its current tier/status within the Lyve Solution Provider program.
7. REMEDY. Solution Provider’s remedy shall be limited to the amount set forth in the Lyve Customer Agreement or $500, whichever is greater. Seagate requires Solution Provider to operate with integrity and honesty and in compliance with these Registration Guidelines, applicable laws, and Lyve Customer Agreement. If Solution Provider fails to meet the foregoing requirement or if Solution Provider’s Lyve Customer Agreement or Lyve Service Terms have been suspended or terminated, then the Solution Provider shall not be entitled to any remedy and Seagate may in its sole discretion remove the Solution Provider from this Deal Registration Program.
8. DISPUTES. Solution Providers must promptly inform Seagate of any disputes via the Portal (deal registration or support/chat tool), whether the dispute is with Seagate or another, arising from or related to the Deal Registration Program.
9. MISCELLANEOUS. At any time, Seagate may audit any Solution Provider’s deals and Deal Registrations for compliance including, but not limited to, verification of any reports, documents, purchase orders, invoices, or supporting information submitted in connection with Solution Provider’s registrations. Seagate may, without prior notice, immediately suspend or terminate a Solution Provider’s participation in the Deal Registration Program if any of the events in paragraph 6.2(h) occurs. Seagate records and systems shall be authoritative and conclusive for purposes of approving Deal Registrations and for administering the Deal Registration Program. Seagate reserves the right to interpret these Registration Guidelines and approve or reject a deal registration submission at its sole discretion. Seagate’s decision will be non-negotiable and final. Seagate does not guarantee the success or closure of any Deal Registration approved under the Deal Registration Program. Seagate reserves the right to modify, supersede, or eliminate all or any of these Registration Guidelines or to terminate the Seagate Deal Registration Program, in whole or in part, without notice. Have a Deal Registration Question? Lyve Deal Registration questions can be asked via the Portal support and/or chat feature or visiting the Deal Registration tool at the Portal.

REGISTRATION AND OPORTUNITY FORM

Collaboration and Opportunity Registration

1. REGISTERED OPPORTUNITY. Company shall register each opportunity for the sale of access to the Services as agreed to by authorized representatives of the parties in writing (including by email) using a form similar to that form below (“Registered Opportunity”). Nothing in this Exhibit will restrict either party from pursuing a similar alliance or collaboration agreement with any company or person outside of the Registered Opportunity.
2. LIAISONS. Each party shall designate a liaison responsible for coordinating any collaboration efforts between the parties for the Registered Opportunities. Either party may change its liaison contact at any time upon prior written information to the other party.  
3. SALES COLLABORATION. The parties desire to collaborate with each other to jointly pursue Registered Opportunities. The parties shall work together to develop a plan for pursuing each Registered Opportunity. Such plan may include, among other things, conducting joint sales calls, joint presentations, developing sales and development proposals, determining client interface strategy and client needs.
   Each party will bear the costs and expenses of its performance under this Agreement, unless agreed otherwise by the parties in writing.
   Seagate shall provide Company mutually agreed upon sales and technical training to Company’s salesforce.
4. OPPORTUNITY REGISTRATION FORM

Opportunity Name:

Opportunity Description:

Timeframe:

Customer:

Name:

Address:

Contact Name:

Contact Email:

Contact Phone:

Liaison For Company:

Name, Title, Contact Info

For Seagate:

Name, Title, Contact Info

Services Involved: Seagate Lyve Cloud

Version: December 10, 2024

APPENDIX 2
TO SOLUTION PROVIDER PLAN
Trademark Terms

1. USE OF SEAGATE MARKS. Company hereby acknowledges and agrees that:
   1. except as set forth herein, Company has no rights, title or interest in or to the Seagate Marks;
   2. Company’s  use of the Seagate Marks will comply with Seagate’s branding guidelines located at https://branding.seagate.com/ as may be updated from time to time (the “Branding Guidelines”);
   3. Company will take no action inconsistent with Seagate’s rights in the Seagate Marks;
   4. Company will not make any disparaging use of the Seagate Marks or use the Seagate Marks that unfavorably reflects upon the goodwill, reputation, or image of Seagate or Seagate Marks;
   5. Company will not use the Seagate Marks except as permitted herein, except to the extent expressly permitted by a separate agreement with Seagate;
   6. Company agrees not to register or attempt to register any of the Seagate Marks (or any potentially confusing name or trademark) in any manner, including, without limitation, as or part of a trademark, service mark, logo, slogan, Internet domain name or otherwise;
   7. Company will not use the Seagate Marks (or any potentially confusing name or trademark) in any domain name or website key words or metadata.
   8. Company will not use the Seagate Marks in a manner likely to cause confusion as to the source of Company’s  products or services, or any endorsement of Company or its products or services by Seagate;
   9. all use of the Seagate Marks by Company will inure solely to the benefit of Seagate;
   10. Company shall not modify the Seagate Marks;
   11. Company shall not use the Seagate Marks as part of any of Company’s product or service names;
   12. Company’s use of the Seagate Marks shall be consistent with the high standards, reputation, and prestige of Seagate;
   13. if Company acquire any rights in, or registration(s) or application(s) for any of the Seagate Marks by operation of law or otherwise, Company shall immediately assign such rights, registrations or applications to Seagate, along with any and all associated goodwill;
   14. Seagate retains all rights, title, and interest in and to all of the information, content, data, designs, and materials it provides to Company pursuant to the Lyve Customer Agreement;
   15. in the event Company become aware of any unauthorized use of the Seagate Marks by a third party, Company shall promptly notify Seagate in writing, and shall cooperate fully, at Seagate’s expense, in any enforcement of Seagate’s rights against such third party. The right to enforce Seagate’s rights in the Seagate Marks rests entirely with Seagate and will be exercised in its sole discretion. Company shall not commence any action or claim to enforce Seagate’s rights in the Seagate Marks;
   16. Company agrees to always use the Seagate Marks accompanied by an appropriate noun. Company agrees to only use the Seagate Marks as an adjective followed by a generic descriptor. Company further agrees to not use any of the Seagate Marks as a noun or verb, or to pluralize, make possessive, abbreviate, or join any of the Seagate Marks to other words, symbols, or numbers, either as one word or with a hyphen; and
   17. Company shall also attribute ownership of all the Seagate Marks to Seagate by using the appropriate identifier.

Version: December 10, 2024