Lyve Mobile Services Solution Provider Plan (Standard - U.S.)

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

This Plan governs your access, purchase, resale, and use of the Lyve Mobile Services as a Solution Provider (defined below), with respect to your resellers of the Lyve Mobile Services (“your resellers”) and your and your resellers’ end customers of the Lyve Mobile Services (“end customers”)(collectively, “Customers”).

Please read this Plan carefully before you access, purchase, or resell the Lyve Mobile 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 Lyve Mobile Services as a Solution Provider, you accept and agree to be bound and abide by this Plan. If you do not agree to this Plan, do not purchase, use, or resell the Lyve Mobile Services.

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

1. SOLUTION PROVIDER AGREEMENTS AND PLAN TERM

1.1 Incorporation by Reference. This Plan incorporates by reference the Lyve Solution Provider Agreement located at https://www.seagate.com/legal-privacy/lyve/reseller-agreement/ and the Solution Provider Service Terms located at https://www.seagate.com/legal-privacy/lyve/reseller-service-terms. To the extent of a conflict between the terms of this Plan, Solution Provider Service Terms, and/or the Solution Provider Agreement, the following order of precedent shall apply: Plan terms, then Solution Provider Service Terms, then Solution Provider Agreement. Terms defined in the Solution Provider Agreement and Solution Provider Service Terms have the same meaning in this Plan unless otherwise defined herein. This Plan applies to all of your purchases of Lyve Mobile Services as a Solution Provider unless otherwise agreed in writing (including via the Lyve Portal) with Seagate for your Order.

1.2 Plan Term. This Plan is effective on the date you first agree to this Plan, including by clicking ACCEPT, accessing, purchasing, or using as a Solution Provider the Lyve Mobile Services: a) identified in an Order referencing this Plan, or b) under the Lyve Solution Provider Agreement or other reseller agreement with Seagate that incorporates, references, or otherwise governs this Plan. This Plan will remain in effect until expiration of your Solution Provider Agreement unless this Plan is terminated earlier in accordance with its terms. This Plan may be terminated on the same grounds as the Solution Provider Agreement, including for breach. Unless this Plan is earlier terminated or superseded according to its terms, the terms of this Plan shall continue to apply with respect to your eligible Orders accepted by Seagate during the term of your Solution Provider Agreement. Seagate may update this Plan per the terms of the Solution Provider Agreement.

2. PLAN OBJECTIVE:

2.1 The parties hereto desire to expand the market for Lyve Mobile Services made available by Seagate in the Territory and the Markets.

3. SPECIFIC SOLUTIONS/PRODUCTS:

3.1 Seagate Offerings. The Lyve™ Mobile data transport as a service provided by Seagate enabling physical transport of data on a subscription basis (“Lyve Mobile Services”). See: https://lyve.seagate.com/. This Plan applies to Lyve Mobile Services only and does not include other Lyve Mobile Services or offerings in the Seagate portfolios, unless expressly agree otherwise in writing.

4. SOLUTION PROVIDER PLAN TERRITORIES AND TARGET MARKETS:

4.1 The Plan territory is limited to Customers located in the following countries: United States of America (“Territory”) subject Paragraph 8.6 below and the parties’ compliance with applicable laws such as export controls as described in the Solution Provider Agreement.

5. FINANCIAL MATTERS:

5.1 Solution Provider Discount and Deal Registration. Solution Provider discounts and deal registration eligibility are subject to minimum ordering requirements.  Any discounts will be shown in your Order for your Subscription. Your participation in Deal Registration, where available, is conditioned upon your compliance with the Deal Registration terms attached hereto as Appendix 1 and submitting the deal registration for each applicable opportunity via the deal registration tool accessible in your Portal account. 

5.2 Discount Exclusion. You are not eligible for discounted pricing based on Solution Provider (including reseller or managed service provider) status for any Order or Project (defined below) for Lyve Services where You receive payment or compensation for referring the Customer (or potential customer) to Seagate, including under a separate revenue share or referral agreement or otherwise. Prior to accepting any quote or Order from Seagate as a Solution Provider (including resellers and managed service providers), You shall notify Seagate in writing of any related Customer Projects for Lyve Services qualifying for separate payments (e.g. for Customer referral). 

6. SOLUTION PROVIDER PLAN ACTIVITIES: You agree to provide the following Solution Provider activities.

6.1 You shall notify Seagate of and submit to Seagate new Orders for your Customers through your Lyve Mobile Portal account within reasonable promptness after you receive your Customer Order for a Project. “Project” as used in this Plan means your Customer’s or your prospective Customer’s (as applicable) project for Lyve Mobile Services.

6.2 You shall provide Seagate with review of all your marketing materials created, including but not limited to website, product listing, catalog, promotional assets, and/or customer communications in relation to your Solutions and offerings as required or requested by Seagate (including through a Portal).

6.3 You shall provide Seagate with your marketing materials relating to your Solutions and offerings, and your trademarks and logos provided to in connection with the Solution Provider Agreement (collectively “your Marketing Content”) for use in connection with the Solution Provider Agreement and this Plan.

6.4 Training. You shall ensure the sales, account executives and any in-field technical resources supporting the Lyve portfolio have attended product and services training upon initial engagement and refresh that training as the services evolve or as new personnel are added. This is critical to understanding the solution, and for your representatives to be able to articulate the solution directly to your Customers(including to facilitate to downstream end customers).

6.5 In any and all contact between you and any end customer, you must identify to the end customer your full legal name, trade name, or both.

6.6 You shall promptly notify Seagate of any complaint or adverse claim relating to Lyve Mobile Services of which you become aware; provided, that nothing in this Plan requires you to reveal proprietary pricing information.

6.7 You will provide additional activities mutually agreed by the parties in connection with this Plan.

7. SOLUTION PROVIDER PLAN MATERIALS AND ACTIVITY-SPECIFIC TERMS

7.1 Seagate Marks and Branding. As between Seagate and you, all Seagate trademarks, service marks, trade names and logos provided to you by Seagate for use in connection with the Solution Provider Agreement (“Seagate Marks”) including those identifying the Lyve Mobile Services are and will remain the exclusive property of Seagate and its licensors. Subject to the terms of this Agreement, during the term of the Solution Provider Agreement, you are granted a limited, non-exclusive, non-transferable revocable right to use the Seagate marks in the eligible countries specified by Seagate for the applicable Lyve Service(s), solely to market and promote the Lyve Services and only in accordance with Appendix 2 attached hereto, and as approved by Seagate in writing.

7.2 Seagate Marketing Content. Seagate grants you a limited nonexclusive, non-transferable, revocable right to use, reproduce, publicly display, and distribute the Seagate Marketing Content solely in connection with the Solution Provider Activities for promotion and marketing purposes consistent with the Plan, conditioned on Seagate prior review and written approval in each case (to ensure content, messaging and the Seagate brand is represented appropriately) and compliance with the Branding Guidelines (defined in Appendix 2).

7.3 Your Marks and Branding. As between you and Seagate, all your trademarks, service marks, trade names and logos provided to Seagate for use in connection with this Plan (“your Marks”) are and will remain the exclusive property of you and your licensors. Seagate is granted a limited, non-exclusive, non-transferable revocable right to use your Marks in the Territory solely to market and promote the Lyve Mobile Services, your Solutions, and only in accordance with your trademark usage and branding guidelines provided to Seagate in writing. Any and all goodwill appurtenant to the use of your Marks shall accrue exclusively to the benefit of you.

7.4 Your Marketing Content. You hereby grant Seagate a limited nonexclusive, non-transferable, revocable license to use, reproduce, publicly display, and distribute your Marketing Content solely in connection with the Plan Activities. Accordingly, you agree to have your Marketing Content (including your Marks) shared publicly by Seagate pursuant to the forgoing license, in all media, including though marketing channels such as web, social, print media, and Seagate sales forums. Publications channels may include but are not limited to podcast, publication on Seagate’s web properties and media channels globally, blog, publications and publicity in all media, print, online, and otherwise. Seagate agrees to share advance copies of all Seagate Marketing Content that incorporates your Marketing Content with you before publication. You will have five (5) business days to review and comment, and if no comments or response are received within such review period, Seagate may publish such content.

7.5 Independent Controllers Data Privacy Terms. The parties acknowledge that under this Plan, you will disclose, in accordance with applicable law, certain Customer or prospective customer personally identifiable information (“Customer Data”) to Seagate to process for the purposes of performing the Plan, the Solution Provider Service Terms, and the Solution Provider Agreement (the “Permitted Purpose”). Each party shall process the Customer Data as separate and independent controllers strictly for the Permitted Purpose. In no event shall the parties process the Customer Data as joint controllers. For purposes of the California Consumer Privacy Act (“CCPA”), you and Seagate hereby acknowledge and agree that in no event shall the transfer of Customer Data from you to Seagate pursuant to this Plan (including under the Solution Provider Agreement or the Solution Provider Service Terms) constitute a sale of information, and that nothing in the Plan (or the aforementioned Solution Provider agreements) shall be construed as providing for the sale of Customer Data. You shall (and shall procure that all third-party sources, including its Affiliates and independent contractors) provide appropriate notice to Customers or prospective customers and obtain all necessary consents, approvals and authorizations to provide the Customer Data to Seagate in compliance with applicable data protection laws. Each party is responsible for complying with all necessary requirements under applicable privacy law in order to disclose the Customer Data to the other party. Each party is separately and independently responsible for complying with applicable privacy law in respect of its processing of Customer Data it receives from the other party. In the event that either party receives any correspondence, enquiry or complaint from a data subject, regulator or other third party ("Correspondence") related to (a) the disclosure of the Customer Data by you to Seagate for the Permitted Purpose; or (b) processing of the Customer Data by the other party, it shall promptly inform the other party giving full details of the same, and the parties shall cooperate reasonably and in good faith in order to respond to the Correspondence in accordance with any requirements under applicable privacy laws. No party shall process any Customer Data in a territory outside the European Economic Area (for data arising from the European Union) unless it has taken such measures as are necessary to ensure the transfer is in compliance with applicable privacy law.  Any emails that promote or sell Seagate products or services must be reviewed and approved by Seagate and comply with applicable anti-spam and privacy laws (such emails must include appropriate opt-in/opt-out provisions and must not be sent to those who have opted out).

8. SOLUTION PROVIDER OPERATIONS AND RESPONSIBILITIES

8.1 Your Solutions and Customers. You are solely responsible and liable for any Solutions you provide to your Customers, including any configuration, integration, combination and use with the Lyve Mobile Services and providing all support to Customers for your Solutions. Seagate may require additional information regarding your Solution or the configuration thereof with respect to the Lyve Mobile Services. You are responsible for acts and omissions of your Customers that use the Lyve Mobile Portal and Lyve Mobile Services.

8.2 Marketing, Your Prices, and Orders. You shall in good faith and at your own expense, market, advertise, promote, and resell the Lyve Mobile Services to Customers located in the Territory consistent with good business practice, in a manner that reflects favorable on the Lyve Mobile Services and the good name, goodwill and reputation of Seagate. You are free to establish the prices and discounts you charge to Customers for your Solutions and the Lyve Mobile Services. You are responsible for all Lyve Mobile Services ordered by You, and under the Lyve accounts of your Customers for which you are the designated Solution Provider, including all fees accrued thereunder. For each Order you place on behalf of a Customer, you will accurately provide all information required by Seagate. Failure by your Customers to pay you does not relieve you of your obligation to pay Seagate for Lyve Mobile Services purchased.

8.3 Customer Relationships, Account Access and Management. You are responsible for managing your relationship and billing with (including all payments from) your Customers. Through your Lyve Solution Provider account, your access is limited to accessing and managing: (1) your Lyve account(s) and Lyve Mobile Services including for your Authorized Users, (2) the Lyve account(s) of your Customers for whom you are the designated Solution Provider, and (3) your Authorized User privileges assigned by another valid Lyve Mobile Services customer. The Lyve Mobile Portal and your Lyve account may provide additional information and help documentation regarding, access, roles and responsibilities of Solution Providers and their customers, including at: https://lyve.seagate.com/. You agree not to access, manage, or share your Customers’ information in connection with the Lyve Mobile Portal, Lyve accounts and Lyve Mobile Services, except as expressly agreed by your Customer. You are responsible for tier 1 support for the Lyve Mobile Services as described in Paragraph 8.4 below (if your Customer requests support in connection with the Lyve Mobile Services). You may use the Lyve Mobile Services and Lyve Mobile Portal to manage the functionality of the Lyve Mobile Services only for the operations of you and your Authorized Users and Customers. No Lyve Hardware, nor any portion thereof, may be used by or on behalf of, accessed by, re-sold to, rented to, or distributed to multiple customers, or to any other party, except in accordance with this Plan for the management of your Customers who have made (or for whom you have made as a Solution Provider on their behalf) a valid purchase of Lyve Mobile Services.

8.4 Tier 1 Support. You shall be the point of contact for your Customers for all operational and technical support questions related to the Lyve Mobile Services. Tier 1 support includes addressing your Customers’ reported issues with the Lyve Service through the following: 1) fielding Customer requests; 2) attempting to address the Customer support issue using the Seagate provided support documentation and training materials; 3) relaying support requests to Seagate or directing your Customer to Seagate as necessary or instructed by Seagate support to help resolve the Customer issue(s); 4) following up with Seagate as necessary and your Customer until the issue or support request is resolved. Included in tier 1 support, you  shall provide the following support to your Customers during the term of the Lyve Mobile Services subscription:

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

8.5 Your Customers’ Agreements. You are responsible for managing your agreements with your Customers. In addition, you shall require your Customers to agree to the Lyve Mobile 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 Mobile include the Lyve Solutions Privacy Policy located at https://www.seagate.com/legal-privacy/lyve/services-terms/, the Lyve Management Portal & Customer Agreement at https://www.seagate.com/legal-privacy/lyve/customer-agreement/ and the Lyve Mobile Services – Service Agreement located at: https://www.seagate.com/legal-privacy/lyve/service-terms/. With respect to your Solution Provider (including reseller) Customers, you shall require that they agree to and comply with the Solution Provider version (to the extent published by Seagate) of the End Customer Terms located at: https://www.seagate.com/legal-privacy/lyve/. You agree to defend Seagate against any claim or action and indemnify Seagate against any costs, losses, damages or liability, resulting from your breach of this Paragraph.

8.6 Eligible Countries and Legal Compliance. You understand that Seagate may ship Lyve Hardware and provide and support the Lyve Mobile Services only to and in the Eligible Countries set forth in the Solution Provider Service Terms. You agree to sell the Lyve Mobile Services only into the Territory in which Seagate authorizes you to sell the Lyve Mobile Services. You agree to, at your own expense, obtain and maintain any governmental authorizations that may be required under the laws of the countries into which you resell the Lyve Mobile Services. You are responsible for complying with local laws and regulations for each of the countries into which you sell.

8.7 No Warranties on Seagate Behalf. You shall not, and you shall not allow your users (including Customers and Authorized Users) to, make any warranties or representations about the Lyve Mobile Services or Portals on behalf of Seagate. The foregoing shall not prevent Solution Provider from displaying to its Customers Seagate provided Lyve Mobile Services documentation or literature in the form provided by Seagate for distribution to customers.

8.8 Reporting. You shall provide to Seagate, reporting of information required by Seagate (with reasonable advance notice) including to account for and validate your access, use, and resale of the Lyve Mobile Services as a Solution Provider. Seagate may terminate your right to participate in the Solution Provider program for Lyve Mobile Services for failure to accurately and timely provide complete required reports.

8.9 No Continuing Rights. On expiration or earlier termination of the Solution Provider Agreement, your right to access, use, purchase, and resell the Lyve Mobile Services under this Plan terminate immediately and you shall immediately cease all display, advertising, promotion, and use of all of Seagate Marks in connection with the Lyve Mobile Services, and shall not thereafter use, advertise, promote, or display Seagate Marks unless authorized by Seagate in a separate agreement.

APPENDIX 1

DEAL REGISTRATION

1. GENERAL. Access to the Lyve Mobile Deal Registration Program detailed herein is available to Solution Providers that are direct customers of Seagate and in good standing, including payments, with respect to Lyve Mobile services and the Lyve Portal for Mobile (“Portal”). The terms and conditions below, (“Registration Guidelines”) set out the procedures for Solution Providers to register opportunities through the Lyve Portal for Mobile. As used herein, “Deal Registration Program” means the deal registration program offered within the Portal per 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 meets all of the following criteria as determined in Seagate’s sole discretion and to the extent permitted by law:

2.1 The potential deal is for a single business opportunity for the resale of Seagate Lyve Mobile Services to a single potential Customer (reseller or end customer) through the Portal.

2.2 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 this opportunity qualifies as a new opportunity previously unknown to Seagate.

2.3 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 Mobile services. Solution Providers must include a description of such efforts in project description when configuring 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).

2.4 Purchase for the underlying Deal Registration must be made through the Portal.

2.5 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.

2.6 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.

2.7 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.

2.8 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 Lyve Mobile services are included in determining deal size – other Seagate or Lyve offerings and third-party products and services are not included in such determinations.

2.9 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.

  3.1 Solution Provider must comply with all of the following to register a deal:

      a)  The Solution Provider must accurately submit the deal for review via the Portal deal registration tool.

      b)  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.

3.2  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.

3.3  Seagate reserves the right to revoke participation in the Deal Registration Program as set forth in Section 6. 

3.4  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.

5.1 The following benefits will apply to the extent permitted by law, subject to Section 6 (Exceptions):

      a) If Solution Provider is granted a Deal Registration, Seagate will support and/or participate in Solution Providers’ sell activities to maximize Solution Provider’s ability to close the opportunity. A strong visible business relationship (for Solution Provider’s end customer) between Seagate and Solution Provider.

      b) Seagate provided sales and marketing support to win the deal.

      c) Direct access to Seagate’s highly trained technical staff.

      d) Receive access to demonstration and pilot testing resources.

5.2 If a Solution Provider submitted a deal registration request, 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

6.1 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:

      a) The potential Customer requests that Seagate quote or bid on the deal.

      b) 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.

      c) The potential Customer has rejected the Solution Provider’s bid or quote.

      d) 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.

      e) 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.).

      f) The deal is the subject of a Public Tender (per Paragraph 2.7).

      g) Any of the scenarios set forth in Paragraph 6.2 (Deal Registration Exceptions) below other than 6.2(g).

6.2 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:

      a) 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).

      b) The Solution Provider does not lead with or quote the Lyve Services identified in its registration form.

      c) 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).

      d) 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.

      e) 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).

      f) 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.

      g) It is determined that a deal is already registered to another Solution Provider (subject to Paragraph 2.6).

      h) The Solution Provider: (i) is in breach of the Solution Provider Agreement or Solution Provider Service Terms, (ii) has engaged in any activity that impairs the integrity of the Lyve Mobile 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.

      i) For any other reason as Seagate shall determine in its sole discretion.

6.3 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.

6.4 Paragraph 6.1 (Exceptions for Seagate Quotes and Bids) is not applicable in regions where Seagate does not offer the Lyve Mobile Service.

6.5 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 Mobile Solution Provider program.

7 REMEDY. Solution Provider’s remedy shall be limited to the amount set forth in the Solution Provider 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 Solution Provider Agreement. If Solution Provider failed to meet the foregoing requirement or if Solution Provider’s  Solution Provider Agreement or Lyve Service Terms has 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 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 Mobile Deal Registration questions can be asked via the Portal support and/or chat feature or visiting the Deal Registration tool at the Portal.

APPENDIX 2

TRADEMARKS

1. USE OF SEAGATE MARKS. You hereby acknowledge and agree that:

a)except as set forth herein, you have no rights, title or interest in or to the Seagate Marks;

b) your use of the Seagate Mark will comply with Seagate’s branding guidelines located at https://branding.seagate.com/ as may be updated from time to time (the “Branding Guidelines”);

c) you will take no action inconsistent with Seagate’s rights in the Seagate Marks;

d) you will not make any disparaging use of the Seagate Mark or use the Seagate Mark that unfavorably reflects upon the goodwill, reputation, or image of Seagate or Seagate Marks;

e) you will not use the Seagate Mark except as permitted herein, except to the extent expressly permitted by a separate agreement with Seagate;

f) you agree not to register or attempt to register any of the Seagate Mark (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;

g) you will not use the Seagate Mark (or any potentially confusing name or trademark) in any domain name or website key words or metadata.

h) you will not use the Seagate Mark in a manner likely to cause confusion as to the source of your products or services, or any endorsement of you or your products or services by Seagate;

i) all use of the Seagate Mark by you will inure solely to the benefit of Seagate;

j) you shall not modify the Seagate Marks;

k) you shall not use the Seagate Mark as part of any of your product or service names;

l) your use of the Seagate Marks shall be consistent with the high standards, reputation, and prestige of Seagate;

m) if you acquire any rights in, or registration(s) or application(s) for any of the Seagate Marks by operation of law or otherwise, you shall immediately assign such rights, registrations or applications to Seagate, along with any and all associated goodwill;

n) Seagate retains all rights, title, and interest in and to all of the information, content, data, designs, and materials it provides to you pursuant to the Solution Provider Agreement;

 o) in the event you become aware of any unauthorized use of the Seagate Marks by a third party, you 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. You shall not commence any action or claim to enforce Seagate’s rights in the Seagate Marks;

 p) you agree to always use the Seagate Marks accompanied by an appropriate noun. You agree to only use the Seagate Marks as an adjective followed by a generic descriptor. You further agree 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

q) you shall also ownership of all the Seagate Marks to Seagate by using the appropriate identifier.

Rev. April 26, 2022