Supplement for Lyve Mobile Data Transfer Service with Cloud Import

This Supplement for Lyve Mobile Data Transfer Service with Cloud Import (referred to herein as “Supplement”) is entered into by you (“you” or “your”) and the Seagate contracting party identified below (“Seagate”) .

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

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

This Supplement is effective as of the date you first access or purchase the Cloud Import Services identified in an Order. This Supplement will remain in effect until expiration of the Cloud Import Service Period established under this Supplement.

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

1.     SERVICE TERMS

1.1 Lyve Mobile Service, Hardware, and Service Terms. You acknowledge that the Cloud Import Services are used in conjunction with Lyve Mobile Services and Hardware. This Supplement incorporates by reference and supplements the terms of conditions of the Lyve Mobile Services located at https://www.seagate.com/legal/lyve-mobile-seagate-systems-leasing/ (“Lyve Mobile Terms”) solely with respect to Cloud Import Services. To the extent of a conflict between the Lyve Mobile Terms and this Supplement, this Supplement will govern with respect to Cloud Import Services. Terms defined in the Lyve Mobile Terms have the same meaning in this Supplement unless defined otherwise herein.

1.2 Data Privacy Agreement. This Supplement incorporates the Lyve Data Privacy Agreement (“Lyve DPA”) when your use of the Cloud Import Services includes the processing of Personal Data (defined in the Lyve Mobile Terms). The Lyve DPA is available at https://www.seagate.com/legal/lyve-mobile-seagate-systems-leasing/. For purposes of this incorporation by reference, use of the term “Company” in the Lyve DPA refers to the term “you” (or “your” as applicable) as used in this Supplement.

2.    CLOUD IMPORT SERVICES. Seagate and you agree to Cloud Import Services as described in this Supplement. Seagate will use available technology to import Your Data (defined in the Lyve Mobile Terms) to the cloud service destination identified by you in the ordering process by URL and name (“Cloud Destination”) from the Lyve Mobile Hardware for which you purchase Cloud Import Services (“Hardware”). You must provide Seagate or its agent access to the Cloud Destination to allow for import of Your Data.

3.     PROCESS AND RESPONSIBILITIES.

3.1 You are solely responsible for selecting Your Data for the Cloud Import Services and ensuring Your Data is: (i) prior to submission to Seagate or use of the Cloud Import Service, properly backed-up and then properly saved and formatted on the Hardware, and (ii) validated by you during the Validation Period (defined below) following upload to the Cloud Destination. Seagate does not accept responsibility or liability for data loss, validation, data formatting, compatibility issues, or any specific use or results in the Cloud Destination

3.2 You are solely responsible for reviewing and complying with all the instructions and specifications for the Cloud Import Services, and validating compatibility between Your Data, your systems and offerings, the Hardware, Cloud Import Service, and the Cloud Destination environment.

3.3 Requirements prior to Hardware shipment. You shall:

(a) Place an order for the Lyve Mobile Data Transfer as a Service with Cloud Import Services at the Lyve Management Portal (https://lyve.seagate.com/) or accept a formal quote from Seagate for Cloud Import Services.

(b) Complete the automated form with all required information according to the instructions set forth in the Lyve Management Portal to configure the order, including to identify your Cloud Destination.

(c) Log into your Cloud Destination account, create a unique storage container or bucket and permissions for the duration of the project.

(d) You will be notified if required access is unable to be confirmed.

3.4 Requirements prior to equipment return and Cloud Import. You shall:

(a) Log into the Lyve Management Portal and follow instructions to initiate the ‘Import Plan’.

(b) Achieve a successful validation of credentials and permissions resulting in an available shipping label for you to use to send the Lyve Mobile Hardware to Seagate for Cloud Import.

 3.5 You will be notified by Seagate through the Lyve Management Portal after the Hardware has been received and Cloud Import Services identified in the Order have been processed (“Completion Notice”). You must validate the Cloud Destination upload of Your Data within 120 hours following the Completion Notice (“Validation Period”). You authorize Seagate to crypto-erase Your Data from the Hardware upon expiration of the Validation Period. Your subscription to the Lyve Mobile Services does not end (and Seagate reserves the right to continue to charge you for additional days that Your Data remains on the Hardware) until the “Completion Date”. The Completion Date is the earlier of (i) the date that you provide Seagate confirmation of upload of Your Data from the Hardware to the Cloud Destination; or (ii) the date following expiration of the Validation Period that Seagate  informs you of in writing (via the Portal or email) that Cloud Import Services have been completed and Your Data has been removed from the Hardware. Seagate will not return the Hardware to you (including after the upload is completed) and Your Data stored on the Hardware will not be accessible or recoverable after crypto-erase is performed.

3.6  If the “Cloud Import Cycle Type” in the Order for Cloud Import Services under this Supplement is specified as “Multiple Import Cycles”, following return of a Hardware unit to Seagate for Cloud Import Services and validation of complete data transfer into the Cloud Destination, Seagate will subsequently deploy a Hardware unit to your designated Ship-to location while maintaining the current subscription as active. The Lyve Mobile subscription will remain active until you (1) provide notice, in writing to Seagate or via the Lyve Management Portal, informing Seagate of termination of the subscription, and (2) complete return of the Lyve Mobile Hardware units and any Completion Notices required for Your Data to be removed from the Hardware; unless earlier terminated by Seagate as set forth in this Supplement and Lyve Mobile Terms Agreement.

4.    PAYMENT. Seagate will charge a one-time Cloud Import Services fee in the amount stated on the Seagate issued project quote or order, for each Lyve Mobile Hardware device in which you purchase Cloud Import Services. The Cloud Import Services fee will appear on the initial invoice upon service activation of the Lyve Mobile with Cloud Import Service. The Cloud Import Services fee will be assessed to your account (or that of the master reseller for your account, if you purchase Cloud Import Services through a reseller). You agree to pay all Cloud Import Services fees invoiced to you according to this Supplement. This fee will appear on the initial invoice (to your or the master reseller for your account if you purchase through a reseller) upon service activation.  Standard Lyve Mobile data transfer service equipment usage rates additionally apply.

5.     ADDITIONAL TERMS.

5.1 The service period for the Cloud Import Services provided under this Supplement begins when Seagate receives the Lyve Mobile Hardware returned from you for Cloud Import Services and ends upon expiration of the Completion Date (“Cloud Import Service Period”) unless earlier terminated according to the Agreement. All payments due up-front are non-refundable. Cancellation of a Cloud Import Services project or the cancellation underlying Lyve Mobile Service purchased for use with the Cloud Import Services shall not relieve you of your obligation to pay for the services provided up to the termination date nor for payments due up front.

5.2 You grant Seagate and its agents the necessary rights to perform the Cloud Import Services during the Cloud Import Service Period, including the right to (i) access and process Your Data stored on the Hardware and transfer Your Data to the Cloud Destination; and (ii) access and use the provided Cloud Destination information to import Your Data to the Cloud Destination.

5.3 You warrant that (i) you have obtained and paid for all rights you grant Seagate; and (ii) Your Data complies will all laws (including of the origination, destination, and other governing jurisdictions) applicable to use, processing, and transfer of Your Data with the Cloud Import Services. If you collect, store, process, or transmit Personal Data in your use of the Cloud Import Services, you 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.

5.4  You warrant that (i) Your Data stored on the Hardware is not subject to any export control law or requirement that prohibits or prevents the transfer of Your Data from you to Seagate; (ii) Your Data is not subject to any restrictions or controls imposed under a military or defense security program (for example, without limiting the forgoing, the U.S. International Traffic in Arms Regulations); and (iii) possession or access of Your Data does not require Seagate to obtain or hold any special or specific security clearance issued by any government, including its agencies or departments (for example, without limiting the forgoing, security clearances issued under the United States National Industrial Security Program).

5.5 You agree to indemnify and defend Seagate against any claims, losses, liabilities, damages and costs arising from (i) Your breach of any warranty under this Supplement; and (ii) use of the Cloud Destination for Cloud Import Services as described herein.