Seagate Systems Leasing Solution Provider Service Terms

These Seagate Systems Leasing Solution Provider Service Terms (referred to herein as “Services Agreement”) are entered into by you (“you” or “your”) and the following Seagate contracting party (“Seagate”) subject to the Eligible Countries in Appendix 1:

This Services Agreement governs your use of, access to, purchase of, and resale of the Seagate Systems Leasing Services, with respect to your resellers of the Seagate Systems Leasing Services (“your resellers”) and your and your resellers’ end customers of the Seagate Systems Leasing Services (“end customers”)(collectively, “Customers”). “Seagate Systems Leasing Services” is defined as the lease, installation, maintenance, and/or deinstallation of Seagate hardware systems including but not limited to Seagate® Exos® 4U106, Seagate Exos 5U84, and Seagate Exos Corvault systems. The Seagate Systems Leasing Services are also referred to as the “Services” herein. Certain Services include Hardware subscriptions.

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

This Services Agreement is effective as of the date you first access or purchase the Services identified in an Order, unless an earlier date is specified in your Solution Provider Agreement with Seagate.  The terms of this Services Agreement shall remain in effect until expiration of the Leasing Term (including with respect to Customer Orders accepted by Seagate during the term of your Solution Provider Agreement) unless terminated earlier in accordance with the terms of this Services Agreement or the Solution Provider Agreement.

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

1. SERVICE TERMS
   1. Solution Provider & Lyve Portal Agreement and Solution Provider Plan. This Services Agreement incorporates by reference the Solution Provider & Lyve Portal Agreement located at https://www.seagate.com/legal-privacy/lyve/reseller-agreement/ (“Solution Provider Agreement”). The resale of the Services (including use for purposes of providing solutions or services to your Customers (“Solutions”)), is conditioned on your compliance with the Solution Provider Plan terms applicable to your Service.  The standard Solution Provider Plan terms for Seagate Systems Leasing Services are located in Section 8 of this Services Agreement and apply to your Orders and activities conducted as a Solution Provider unless you agree to separate Solution Provider Plan terms for you Order.  To the extent of a conflict between the terms of this Services Agreement, the Solution Provider Agreement, and/or the Solution Provider Plan terms, the following order of precedent shall apply: Solution Provider Plan terms, then this Services Agreement, then the Solution Provider Agreement. Terms defined in the Solution Provider Agreement have the same meaning in this Services Agreement unless otherwise defined herein.
   2. Data Privacy Agreement. This Services Agreement incorporates the Lyve Data Privacy Agreement (“Lyve DPA”) when your or your Customers’ use of the Services (i.e., via the Hardware) includes the processing of Personal Data. The Lyve DPA is available at https://www.seagate.com/legal-privacy/lyve/. For purposes of this incorporation by reference, use of the term “Lyve Services” in the Lyve DPA includes the Seagate Systems Leasing Services, and use of the term “Company” in the Lyve DPA refers to the term “you” (or “your” as applicable) as used in this Services Agreement. If you or your Customers collect, store, process, or transmit Personal Data in your or your Customers’ use of the Services, you or your Customer shall provide legally adequate privacy notices and obtain all necessary consents and possess lawful grounds for the processing of the Personal Data using the Services.
   3. Access and Use. Subject to the terms of this Services Agreement, Seagate grants you a non-transferable, non-sublicensable, non-exclusive, revocable right to access and use, and resell to your Customers the Services in the jurisdictions listed in Appendix 1 during the Leasing Term (defined in Paragraph 2.1 below) provided that resale is limited to the Territory set forth in the Solution Provider Plan terms. Your rights and responsibilities relating to end use of any software included with or provided as part of the Services are governed by separate end-user licence agreements. You shall comply with the terms of all end-user licence agreements that are either included in this Services Agreement, the Order, or accompanying the Services (“EULAs”) for software you access or use as an end user in connection with the Services. The EULA for the Services (“EULA”) is located at https://www.seagate.com/legal/lyve-mobile-seagate-systems-leasing/eula/.
   4. Additional Services. There may be other services available to you or your Customers. All other services are subject to the terms and fees that apply to that service.
   5. Upgrades. You shall promptly apply any upgrades, patches, bug fixes, or other maintenance to the Services as they are made available by Seagate.
   6. Compliance with Service Specifications. You shall comply with the instructions, user manual, and specifications provided for the applicable Services and resale thereof.
   7. Limited Warranties. The limited warranties set forth in Section 8 of the Solution Provider Agreement apply to this Services Agreement. Those limited warranties are the exclusive warranties offered by Seagate for the Services, except that for the Seagate Systems Leasing Service Seagate also warrants that the Hardware will perform as outlined in the pertinent specification published by Seagate for the Hardware. The warranty limitations and exceptions of the Solution Provider Agreement apply to this Services Agreement. The Services are not fail-safe and are not designed or intended for use in High-Risk Activities 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. You assume the risks of any damages resulting from your use of the Services in connection with High-Risk Activities. Seagate will not be liable for any inconvenience, loss, liability, or damage resulting from High-Risk Activities.
   8. Commercial Use. The Services made available by Seagate (including on the Portal) are neither provided nor intended for personal, family, or household use or purposes, and you agree not to use or resell the Services to end customers for such purposes.
2. SERVICES PLAN
   1. Term. The term of the Services is set forth in the Order for the Services based on the available options you select (the “Leasing Term”). The Leasing Term as used in this Services Agreement has the same meaning as assigned to “Services Period” in the Solution Provider Agreement. The Leasing Term for will be 3 years. The Services become active on the delivery date plus one day (unless you ordered Hardware installation services from Seagate in which case it will be the earlier of the date that Seagate’s installation services are completed or one week following delivery) and will expire 3 years from the delivery date.
   2. End of Leasing Term. Upon expiration of the Leasing Term, the Services will terminate and you or your Customer shall: (1) initiate a return of the Hardware through the Portal or a Seagate support agent, and (2) ensure that the Hardware is returned to Seagate in accordance with the terms of this Services Agreement. If you (or your Customer) and Seagate agree to a new or renewal Order to extend or renew a Leasing Term (in advance of expiration of the existing Leasing Term), you and your Customer may be permitted (only where so authorised by Seagate in writing) to continue to use the same Hardware as issued for the expiring Leasing Term without required return upon expiration of the expiring Leasing Term. 
   3. Cancellation. You may cancel a Leasing Term on your own account or that of your Customer (when acting with their authorisation and on their behalf as their solution provider or reseller) by providing 180 days’ advance notice of termination, however all fees for the Leasing Term shall apply. You may initiate return of Hardware through the account dashboard at the Portal or by contacting a Seagate support agent within the Portal. All upfront payments are non-refundable. Seagate may charge you a per-unit return Hardware shipping fee upon receipt of a request to cancel by you or your Customer. Seagate will issue a deinstallation team to remove the Hardware as applicable. Seagate will invoice you the fees for the full Leasing Term upon the date the Hardware is deinstalled and shipped back to Seagate’s designated facility (subject to receipt of all equipment in working order). You will continue to be charged for services on a recurring basis until the Hardware is returned and approved to be in working order, including all associated components and ancillary items.
   4. “Flex up” Amendment. You or your Customer may add or substitute different Hardware through the Portal under the Services Agreement, subject to additional subscription and shipping fees.
3. PRICING AND PAYMENTS
   1. Pricing. The Services pricing and fees are based on the pricing made available in the service selection and ordering process and are included in the Order.
   2. Initial Billing. The initial invoice will be issued upon the date of service activation after the Hardware is delivered, and may include one-time charges such as delivery shipping and other applicable up-front fees, as specified in your Order. Except as provided in your Order (i.e., for any up-front fees), you will not be charged for subscriptions involving Hardware until one day after the Hardware in the Order has been delivered (unless you ordered installation services from Seagate in which case you will not be charged until the earlier of the date that Seagate’s installation services are completed or one week following delivery). Payment of the initial invoice is non-refundable.
   3. Billing Cycle. You will be billed monthly in arrears for all recurring Services charges, unless the Order states otherwise. Invoices will be issued monthly, on or about the first calendar day of each month for the Services. You may contact Seagate to request a different billing date. Depending on the date of service activation your first bill may be daily-prorated for a partial month.
   4. Additional Fees. If stated on your Order, you shall pay a one-time charge to cover delivery, and installation of Hardware units, and you will be charged a return shipping and deinstallation fee when returning Hardware units to Seagate. Shipping fees may vary based on the region, type of hardware equipment, method of shipping, and other factors. Additionally, you may be required to pay fees or penalties related to professional services, special shipping arrangements, or loss or damage to hardware, including hardware cases.
4. HARDWARE TERMS
   1. Shipping Terms. Seagate will ship all Hardware DAP (Delivery at Place) of the destination (Incoterms 2020) provided that Seagate will be responsible for import clearance on Seagate shipments of Hardware to the Eligible Counties identified in Appendix 1 of this Services Agreement (unless otherwise agreed by Seagate and you in writing) and you will be responsible for risk of loss as provided in Paragraph 4.3 below. All scheduled shipment dates are estimates only.
   2. Care and Maintenance. The Hardware shall be maintained (at your cost and financial responsibility) in the same condition as when it was initially received from Seagate (with the exception of ordinary wear and tear that results from normal use). You and your Customers shall comply with the provided instructions, user manual, and specifications for the Hardware. You and your Customers shall exercise the same degree of care toward the Hardware as exercised towards your own property of similar nature, but no less than reasonable care. You shall (and you shall require that your Customer) inform Seagate via the Portal (or other support contact mechanism designated in the Order) to report any Hardware technical or operational issues, and enable Seagate or its designated service representative to provide support and other maintenance or replacement of Hardware.
   3. Risk of Loss. You (including for your Customer) bear the risk of loss of or damage to the Hardware and any other items provided by Seagate, including any associated accessories, such as shipper cases, power supplies and cables, and connectors, from the point where it is delivered to you by Seagate until you return the Hardware to Seagate’s deinstallation team to be properly packaged for return shipment to Seagate. If Hardware is lost or damaged, you are subject to a loss fee up to and including the fees set forth in Paragraph 5.6 (Hardware Loss Fee). In addition, if Hardware becomes confiscated or subject to additional duties or fees as a result of failure by you or your Customer to accept the Hardware at the place of shipment or based on use of Hardware in violation of this Services Agreement, you shall pay the reasonable costs incurred by Seagate to recover the Hardware up to the designated Hardware Loss fee. You are responsible for injuries to any person or property resulting from the use or possession of the Hardware. Seagate is not liable for any loss or damage to any person or property resulting from the use or possession of the Hardware.
   4. Title and Ownership. You and your Customer may use the Hardware as part of the Services, however Seagate retains all rights, title, and interest in and to the Hardware and related firmware. Seagate does not sell, lease, rent, or transfer to you or your Customer any rights or interests in the Hardware except for the limited usage rights expressly specified in this Services Agreement. You shall not remove or obscure any tags or markings that identify the Hardware as Seagate’s property. You shall sign any documents, instruments, recordings, or filings requested by Seagate to preserve Seagate’s interest in  the Hardware. You shall cooperate with Seagate in taking all reasonable measures to protect Seagate’s interest in the Hardware. You shall not attempt to transfer any legal interest in the Hardware to any third party.
   5. Protection from Encumbrances. You shall not allow the Hardware to be subject to any claims, liens, or encumbrances by any third parties asserting claims against you. You shall defend and indemnify Seagate against any third-party claims, liens, encumbrances, or seizure of the Hardware by any third party asserting claims against you. Seagate may exercise any available legal remedies to enforce its rights hereunder, including perfecting a security interest in the Hardware, repossessing the Hardware, or exercising other rights permitted by Law.
   6. Deployed Hardware. Seagate may expand, modify, substitute, replace, or remove any Hardware component deployed as a service at any time with 60 days’ advance notice. Hardware returns, suspensions, and deactivation are further detailed below.
   7. Usage Environment and Installation Requirements. In any use of or interaction with the Hardware, you and your Customer must adhere to all Hardware specifications and maintenance guidelines, including all electricity, power, physical storage, site specifications, and physical security requirements, before deploying the Hardware. You shall not modify the Hardware without the advance express written consent of Seagate. You and your Customer may install Seagate-provided firmware and software updates.
   8. Usage by Third Parties. Only Authorised Users may use Hardware provided under a Portal account or Order.
   9. International Trade Compliance. The Services and Hardware may include subscription products, services, technology, and software that are subject to the export/import control laws of the United States, including restrictions related to encryption technology, and may also be subject to the export/import laws of the country in which the Services and Hardware are provided and used. The Services and Hardware may not be (a)  sold, leased, or transferred to outside of the country in which Seagate delivered the Hardware to you or your Customer; (b) for Hardware and Services shipped by Seagate to or used in any member state of the European Union (“EU”) or United Kingdom, (i) used by a restricted party or a party owned or controlled by one or more restricted parties Consolidated Screening List (trade.gov)(EU restricted parties list are found on EU Consolidated Sanctions List); or (ii) used in destinations subject to other applicable economic sanctions; and (c) for Hardware and Services shipped by Seagate to or used outside the EU and United Kingdom, (i) used by a restricted party or a party owned or controlled by one or more restricted parties (U.S. government restricted parties lists are found at Consolidated Screening List (trade.gov)); or (ii) used in destinations subject to comprehensive U.S. embargoes on Cuba, Iran, North Korea, Syria, and the Crimea region or other occupied territories of Ukraine or in or in embargoed countries as determined by other applicable countries’ laws affecting the Services. Further, the Services and Hardware may not be used or engaged in activities related to weapons of mass destruction including, activities related to designing, developing, producing, or using nuclear weapons, materials, or facilities, missiles or long-range drones; or chemical or biological weapons; or military intelligence uses (including to process technical data controlled under the U. S. International Traffic in Arms Regulations). You shall make your Customers and users aware of any export/import controls and other laws pertaining to Services and Hardware and you represent that you, your Customers and your users shall fully comply with all such regulations and laws.
   10. No Movement of Hardware. You (and your Customer) may not transport the Hardware to different locations under your control or that of a third party. Seagate is not responsible for any loss, damage, theft, or seizure of the Hardware or Your Data. Seagate disclaims the limited functionality warranty with respect to Hardware moved to a location other than the initial ship-to location. You must (and will ensure that your customer shall as applicable) promptly respond to our inquiries as to Hardware location and status.
5. RETURNS PROCESS
   1. Required Return, Notice of Returns. You (or your Customer) shall return the Hardware at the end of the Leasing Term as required by Seagate. In addition, Seagate may require return of Hardware at any time with 60 days advance written notice. Once you (or your Customer) have provided notice of intent to terminate the Services, or if Seagate requires Hardware return, Seagate will provide return shipping instructions via the Portal or via a Seagate representative or Seagate will make available a de-installation team via the Portal or via a Seagate representative where de-installation services are available and requested.
   2. Return Procedure. To return Hardware, you (or your Customer) shall: (a) promptly contact Seagate support at the Portal to initiate return of the Hardware (via a deinstallation team where applicable); (b) ensure that all information stored on the Hardware is removed in its entirety; and (c) confirm in writing to Seagate that Your Data has been erased from the Hardware, once the erasure of Your 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 your Customer, you warrant that you have obtained such data erasure confirmation from your Customer.
   3. No Responsibility for Your Data. Seagate will not be liable to you, your Customer, or any third party for Your Data or any other information remaining on the Hardware returned to Seagate. Seagate has the right to delete and destroy Your Data and any other information left on the Hardware.
   4. Inspection. Seagate or its agents may conduct routine hardware inspection and servicing following receipt of returned Hardware. Seagate will notify you of any repair or reasonable replacement costs associated with any damage to the Hardware while in your (or your Customers’) possession or control (other than normal wear and tear).
   5. Deadline for Return.  Your final statement will be daily pro-rated based on the date of return shipment, subject to Seagate’s confirmation that all Hardware is returned in working order according to this Services Agreement. Seagate may request return of the Hardware at any time; the return period is specified in Paragraph 5.6. Seagate may suspend or terminate access to Hardware remotely, including for failure to return Hardware. If Seagate does not receive all components of the Hardware, Seagate may continue to charge you the service fees until Seagate receives the returned the Hardware.
   6. Hardware Loss Fee. If the Hardware is not returned to Seagate within 60 days after receipt of Seagate’s demand or within 30 days after termination or expiration of the Leasing Term, Seagate may charge the account a Hardware Loss Fee (including charges for unreturned Hardware accessories, per unit) up to the amounts shown below. The payment of the Hardware Loss Fee does not result in a sale of or the transfer of title to any Hardware. All Hardware remains the property of Seagate, and Seagate retains all right, title, and interest in and to the Hardware. There is no option for you or your Customer to purchase the Hardware under this Services Agreement. Even if the Hardware Loss Fee is paid in full, neither you nor your Customer obtains title to the Hardware and neither you nor your Customer shall use or resell the Hardware.

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

6. SUPPORT AND MAINTENANCE
   1. Support Contracts, Service and Maintenance Requests. You may purchase a support contract that includes maintenance, via an Order. At all times, you (or your Customer) must notify Seagate immediately if the Hardware is damaged or not working properly. You may not modify or remove any component of the Hardware. No party other than Seagate or its service representative may perform maintenance or service on Hardware.
   2. Site and Equipment Access. You shall cooperate with Seagate and your Customer to grant Seagate or its designated service representative physical access to the site of the Hardware as well as access to required electricity and/or internet connection.
   3. Responding to Support Requests. Seagate or its representative will contact you to address the Hardware issue reported by you. Seagate may be able to provide support with the Hardware remaining on your Customer’s premise (or your Customer’s designated premise) if you or your Customer has purchased a support contract, or Seagate may ship you or your Customer replacement Hardware to address the issue and provide instructions and materials for Hardware to be returned to Seagate.
   4. Software and Firmware Upgrades. Seagate may periodically update Hardware software and/or firmware remotely. You shall ensure that the Hardware has been updated with the latest software/firmware versions and security upgrades made available by Seagate.
   5. Third Party Service Providers. Seagate may designate a third party to service or maintain the Hardware (including 24/7 remote hands as well as onsite servicing, subject to availability). Third parties who have not been designated by Seagate as service representatives are restricted from interacting with or servicing Hardware, or the software or firmware provided with the Services.
   6. Substitute Hardware. If Seagate requires return Hardware for support or technical issues during a Leasing Term, substitute Hardware will be provided reasonably in advance to allow transfer of the data stored on the Hardware. You and your Customers are responsible for backing-up and transferring all data stored on any Hardware prior to return or deactivation of the Hardware.
7. INSURANCE.  You shall obtain and maintain All-Risk property insurance for all risks to the Hardware while in your possession, care, or control, in an amount sufficient to cover your liability under this Services Agreement (including any Hardware Loss Fees, as set forth in the Solution Provider Service Terms, per unit of Hardware).  In order for Seagate to ship the Hardware, you must provide proof of insurance naming Seagate as an additional insured and loss payee for Hardware.  You will notify Seagate of any change in your insurance.  Your purchase of, or failure to obtain and maintain, the insurance required under this paragraph does not relieve you of your liability or obligations under this Services Agreement.
8. SOLUTION PROVIDER PLAN. You agree to the Solution Provider-specific terms set forth in this section, which comprise the initial “Solution Provider Plan” (defined above).
   1. Your Customers’ Agreements. You are responsible for managing your agreements with your Customers. In addition, you shall require your Customers to agree to the Services end customer terms and conditions designated by Seagate (“Customer Terms”). As of the effective date of  this Solution Provider Plan the End Customer Terms for Systems Leasing are located at: https://www.seagate.com/legal-privacy/lyve/systems-leasing-service-terms/. With respect to your reseller Customers, you shall require that they agree to and comply with the reseller/solution provider version of the Customer terms included in this Services Agreement (also located at https://www.seagate.com/legal-privacy/lyve/systems-leasing-reseller-service-terms/ ).
   2. Your Solutions and Customers. You are solely responsible and liable for any Solutions you provide to your Customers, including any configuration, integration, combination and use with the Services and providing all support to Customers for your Solutions. Seagate may require additional information regarding your Solution or the configuration thereof with respect to the Services. You are responsible for acts and omissions of your Customers that use the Portal and Services.
   3. Marketing, Your Prices and Orders. You shall in good faith and at your own expense, market, advertise, promote, and resell the Services to Customers located in the Territory consistent with good business practice, in a manner that reflects favourable on the Services and the good name, goodwill and reputation of Seagate. You are free to establish the prices and discounts you charge to Customers for your Solutions and the Services. You are responsible for all Services ordered by You, and under the Services or Portal accounts of your Customers for which you are the designated Solution Provider, including all fees accrued thereunder. For each Order you place on behalf of a Customer, you will accurately provide all information required by Seagate. Failure by your Customers to pay you does not relieve you of your obligation to pay Seagate for Services purchased.
   4. Independent Controllers Data Privacy Terms. The parties acknowledge that under this Solution Provider 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 Solution Provider 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 Solution Provider Plan (including under the Solution Provider Agreement or the Solution Provider Service Terms) constitute a sale of information, and that nothing in the Solution Provider 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 authorisations 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).
   5. Eligible Countries and Legal Compliance. You understand that Seagate may ship Hardware and provide and support the Services only to and in the Eligible Countries set forth in the Solution Provider Service Terms. You agree to sell the Services only into the countries in which Seagate authorises you to sell the Systems Leasing (“Territory”). As of the effective date, the authorised countries in the Territory are limited to the Eligible Countries (set forth in this Services Agreement) that are located in the same region (i.e., AMERICAS, EMEA, etc.) as your address you provide for your account (e.g., bill-to in the Order).  You agree to, at your own expense, obtain and maintain any governmental authorisations that may be required under the laws of the countries into which you resell the Services. You are responsible for complying with local laws and regulations for each of the countries into which you sell.
   6. No Warranties on Seagate Behalf. You shall not, and you shall not allow your users (including Customers and Authorised Users) to, make any warranties or representations about the Services or Portals on behalf of Seagate. The foregoing shall not prevent you (and your authorised resellers customers) from displaying to Customers the Seagate provided Services documentation or literature in the form provided by Seagate for distribution to customers.
   7. 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 Services are and will remain the exclusive property of Seagate and its licensors. Subject to the terms of this Services Agreement, during the Leasing Term, you are granted a limited, non-exclusive, non-transferable revocable right to use the Seagate Marks in the Territory specified by Seagate for the applicable Service(s), solely to market and promote the Services and only in accordance with Appendix 1 attached hereto, and as approved by Seagate in writing.
   8. 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 Solution Provider Plan (“your Marks”) are and will remain the exclusive property of you and your licensors. You grant Seagate a limited, non-exclusive, non-transferable revocable right to use your Marks in the Territory solely to market and promote the 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.
   9. Customer Relationships, Account Access and Management. You are responsible for managing your relationship and billing with (including all payments from) your Customers. Through your Solution Provider account (once made available by Seagate), your access is limited to accessing and managing: (1) your Services and Portal account(s) and Services including for your Authorised Users, (2) the Services and Portal account(s) of your Customers for whom you are the designated Solution Provider, and (3) your Authorised User privileges assigned by another valid Services customer. The Portal (once available) and your Service and Portal account may provide additional information and help documentation regarding, access, roles and responsibilities of Solution Providers and their customers. You agree not to access, manage, or share your Customers' information in connection with the Portal, Services, and associated accounts except as expressly agreed by your Customer. You may use the Services and Portal (once available) to manage the functionality of the Services only for the operations of you and your Authorised Users and Customers. No 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 Solution Provider Plan and this Services Agreement for the management of your Customers who have made (or for whom you have made as a Solution Provider on their behalf) a valid purchase of Services.

APPENDIX 1

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SEAGATE SYSTEMS LEASING SOLUTION PROVIDER SERVICE TERMS

ELIGIBLE COUNTRIES

Seagate Systems Leasing Services are available to customers located (established) in the following countries. Seagate will ship Hardware only to customers and customer addresses located in these counties:

AMERICAS

• United States of America

 EMEA

• The Netherlands
• United Kingdom

*Required disclosure of certain product registration numbers and battery take-back legislation: Consistent with section 14(2) of Directive 2012/19/EU of the European Parliament and of the Council of 4 July 2012 on waste electrical and electronic equipment (see https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=celex%3A32012L0019), you are required to return Hardware at the end of the Subscription Term per Section 5 of this Services Agreement.

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

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

APPENDIX 2

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SEAGATE SYSTEMS LEASING SOLUTION PROVIDER SERVICE TERMS

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

1. except as set forth herein, you have no rights, title or interest in or to the Seagate Marks;
2. your 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. you will take no action inconsistent with Seagate’s rights in the Seagate Marks;
4. you will not make any disparaging use of the Seagate Marks or use the Seagate Marks that unfavourably reflects upon the goodwill, reputation, or image of Seagate or Seagate Marks;
5. you will not use the Seagate Marks except as permitted herein, except to the extent expressly permitted by a separate agreement with Seagate;
6. you agree 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. you will not use the Seagate Marks (or any potentially confusing name or trademark) in any domain name or website keywords or metadata.
8. you will not use the Seagate Marks 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;
9. all use of the Seagate Marks by you will inure solely to the benefit of Seagate;
10. you shall not modify the Seagate Marks;
11. you shall not use the Seagate Marks as part of any of your product or service names;
12. your use of the Seagate Marks shall be consistent with the high standards, reputation and prestige of Seagate;
13. 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;
14. 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 Service Agreement;
15. in the event you become aware of any unauthorised 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;
16. 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
17. you shall also attribute ownership of all the Seagate Marks to Seagate by using the appropriate identifier.

Version March 3, 2023