LYVE MOBILE DATA TRANSFER

SERVICE TERMS

 

These Lyve Mobile Data Transfer Service Terms (referred to herein as “Services Agreement”) is entered into by you (“you” or “your”) and the following Seagate contracting party (“Seagate”):

Location where Lyve Services will be provided

Seagate Party

Americas

Seagate Technology LLC
47488 Kato Rd., Fremont, CA, 94538, USA

EMEA

Seagate Technology (Netherlands) B.V.
Tupolevlaan 105, 1119 PA Schiphol-Rijk, The Netherlands

Japan

Nippon Seagate, Inc.
Tennoz Parkside Bldg., 2-5-8 Higashi-Shinagawa, Shinagawa-ku, Tokyo, Japan

APAC (excluding Japan)

Lyve (SG) PTE. LTD.
90 Woodlands Avenue 7, Singapore (737911)

This Services Agreement governs your use of, access to, and purchase of the Lyve Mobile Data Transfer Services. “Lyve Mobile Data Transfer Services” means Seagate data transport as a service, a high-capacity, scalable, modular edge storage solution that enables businesses to aggregate, store, move, and activate data in a fast and efficient manner. The Lyve Mobile Data Transfer Services are also referred to as the “Lyve Mobile Services” and as the “Services” herein.  Certain Services include Hardware subscriptions.

Please read this Services Agreement carefully before you use, or purchase the Services. By clicking “I AGREE”, agreeing to an agreement or Order with Seagate that incorporates this Services Agreement, or by accessing, purchasing, 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 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 Customer Agreement with Seagate. This Services Agreement shall remain in effect until expiration of the Subscription Term unless terminated earlier in accordance with the terms of this Services Agreement or the Customer Agreement.

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

1. SERVICE TERMS

1.1  Customer & Lyve Portal Agreement. This Services Agreement incorporates by reference the Customer & Lyve Portal Agreement located at https://www.seagate.com/legal-privacy/lyve/customer-agreement/ (“Customer Agreement”). To the extent of a conflict between the terms of this Services Agreement and the Customer Agreement, this Services Agreement will control with respect to the Services identified in this Services Agreement. Terms defined in the Customer Agreement have the same meaning in this Services Agreement unless otherwise defined herein.

1.2  Lyve Data Privacy Agreement. This Services Agreement incorporates the Lyve Data Privacy Agreement (“Lyve DPA”) when your use of the Services 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 “Company” in the Lyve DPA refers to the term “you” (or “your” as applicable) as used in this Services Agreement. If you collect, store, process, or transmit Personal Data in your use of the 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.

1.3  Access and Use. Subject to the terms of this Services Agreement, Seagate grants you a nontransferable, non-sublicensable, nonexclusive, revocable right to access and use the Services in the jurisdictions listed in Appendix 1 during the Subscription Term (defined in Paragraph 2.1 below). 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 license agreements. You shall comply with the terms of all end-user license agreements that are either included in this Services Agreement, the Order, or accompanying the Services (“EULAs”). The EULA for Services (“EULA”) is located at https://www.seagate.com/legal-privacy/lyve/product-eula/. To the extent of a conflict between the terms of this Services Agreement and the EULA, the EULA will control with respect to the subject matter of the EULA.

1.4  Additional Services. There may be other services available to you. All other services are subject to the terms and fees that apply to that service.

1.5  Upgrades. You shall promptly apply any upgrades, patches, bug fixes, or other maintenance to the Services as they are made available by Seagate.

1.6  Compliance with Service Specifications. You shall comply with the instructions, user manual, and specifications provided for the applicable Services.

1.7  Limited Warranties. The limited warranties set forth in Section 8 of the Customer Agreement apply to this Services Agreement. Those limited warranties are the exclusive warranties offered by Seagate for the Services. The warranty limitations and exceptions of the Customer 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.

1.8  Business Service Plans. As a business user, you may select a “Project Plan” or an “Annual Plan” for the Services. These and any other plans are not provided or intended for personal, family, or household use or purposes, and you agree not to use the Services for such purposes.

1.9 Prohibited Use. You shall not, and shall not allow any third party or Authorized User to use the Portal or Services for the purpose of cryptocurrency or other distributed-ledger technology including for plotting, creating ash, mining, farming, pooling, coining or any related activities.

2. PROJECT PLAN

2.1  Minimum Term. The term of the Services is set forth in the Order for the Services based on the available options you select (the “Subscription  Term”). The Subscription Term as used in this Services Agreement has the same meaning as assigned to “Services Period” in the Customer Agreement. The Subscription Term for Project Plan subscriptions will be set forth in the Order, with a  minimum term of 10 days unless the Order states otherwise. The subscription becomes active based on the estimated arrival date of Hardware shipped to the delivery address plus one day.

2.2  Renewals. Upon expiration of the Subscription Term, the Services will auto-renew for recurring monthly terms unless you: (1) initiate a return of the Hardware during the Subscription Term through the Portal or contact a Seagate support agent or representative for the Services, and (2) return the Hardware to Seagate in accordance with the terms of this Services Agreement.

2.3  Cancellation. You may cancel a Subscription Term and initiate return of Hardware at any time through the account dashboard at the Portal or by contacting a Seagate support agent within the Portal. 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 . Seagate will issue a shipping label and other necessary information to return the Hardware. Seagate will daily-prorate fees for the final month of service, with the Subscription Term ending upon the date the Hardware is shipped back to Seagate’s designated facility (subject to receipt of all equipment in working order). You will continue to be charged for services on a recurring basis until the Hardware is returned, including all associated components and ancillary items.

3. ANNUAL AND UP-FRONT PLANS

3.1  Minimum Term. The Subscription Term for Annual Plan subscriptions will be set forth in the Order, with a 1-year minimum term. The Subscription Term starts on the estimated arrival date the Hardware shipped to you plus one day.

3.2  Renewals. You may renew the Services for additional 1-year terms through the Portal or by contacting a Seagate sales representative for the Services. If you do not renew your Services subscription the Annual Plan subscription will automatically convert to a monthly Project Plan (minus subscription term-based discounts) and continue to renew on a monthly basis until you elect to terminate in accordance with the terms of this Services Agreement.

3.3  Cancellation. You may cancel an Annual Plan and initiate return of Hardware at any time through the account dashboard on the Portal, or by contacting a Seagate support agent for the Services. All upfront payments are non-refundable. You will continue to be charged monthly at the Project Plan rate for each additional month of service (or applicable portion thereof) until the Hardware is returned to Seagate.

3.4  Discounts Cancellation on Early Termination. All discounts and rebates based on the Subscription Term will be canceled if you terminate the Annual Plan before the end of the then-current Subscription Term, and Seagate will invoice you for all amounts you would have originally been invoiced if you had not received the discounts and rebates.

3.5  “Flex up” Amendment. You may add or substitute different Hardware through the Portal under the Annual Plan, subject to additional subscription and shipping fees.

3.6  “Flex down” Amendment. If you order more than 5 Hardware units for a project, you may reduce the number of Hardware units by no more than 20% of the total units once during the Subscription Term. You will be required to pay return shipping fees for any Hardware units returned to Seagate. You will be billed for each Hardware unit on a prorated basis until the date it arrives at Seagate’s facility.

3.7  Up-Front Plans”. For selected Services, you may have the option to pay up-front for designated commitment periods of subscription services, which payment is (unless otherwise stated in your Order) non-refundable, including for early termination and “flex down”. The Services offered under the Up-Front Plans are subject to renewal at the expiration of your subscription term.

4. PRICING AND PAYMENTS

4.1  Pricing. The Services pricing and fees are based on the pricing made available in the service selection and ordering process at the Portal and included in the Order.

4.2  Initial Billing. The initial invoice will be issued upon the date of service activation after the Hardware is shipped, and may include one-time charges such as delivery shipping and other applicable up-front fees, as specified in the Order. Payment of the initial invoice is non-refundable.

4.3  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 (and last bill where applicable) may be daily-prorated for a partial month.

4.4  Additional Fees. If stated on your Order, you shall pay a one-time charge to cover delivery of any Hardware units, and you will be charged a return shipping fee when returning any 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 of hardware, including hardware cases.

5. LYVE HARDWARE TERMS

5.1  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 Annex 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 5.3 below. Notwithstanding the preceding, for shipments of Hardware to Switzerland, you agree to be the importer of record responsible for clearing the goods for import and paying all import costs including any duties, taxes, or other clearance charges. All scheduled shipment dates are estimates only.

5.2  Care and Maintenance. You shall maintain all Hardware  (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 shall comply with the provided instructions, user manual, and specifications for the Hardware. You shall exercise the same degree of care toward the Hardware you exercise towards your own property of similar nature, but no less than reasonable care. You shall  inform Seagate via the Portal (or other support contact mechanism designated by Seagate for the Services) to report any hardware technical or operational issues, and enable Seagate or its designated service representative to provide support and other maintenance or replacement of Hardware.

5.3  Risk of Loss. You 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 carrier 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 fee(s) set forth in Paragraph 6.5 (“Hardware Loss Fee”). In addition, if Hardware becomes confiscated or subject to additional duties or fees as a result of your failure 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.

5.4  Title and Ownership. You 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 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 to 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.

5.5  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.

5.6  Deployed Hardware. Seagate may expand, modify, substitute, replace, or remove any Hardware component deployed as a service at any time. Hardware returns, suspensions, and deactivation are further detailed below.

5.7  Internet Connection Requirements and Hardware Access Codes. Per the accompanying instructions provided by Seagate, you shall establish an Internet connection that allows the Hardware to authenticate the host and your access credentials and grant you  access to the Services (by means of confidential unique access keys or codes), and to report location, usage, diagnostic, and telemetry data to Seagate. The credentials granting access to the Services expire after 30 days unless re-established while connected to the Internet or pre-defined through the user permissions set through the Portal account. Accordingly, at least once every 30 days you where applicable) shall establish an Internet connection to maintain access to the Hardware and Services. Failure to do so, may result in suspension of any rights to access or use the Services and applicable Hardware until you establish an Internet connection sufficient to validate the access credentials. You remain responsible for all payment obligations for the Services even while your access is suspended due to failure to connect to the Internet. You must follow any additional logon procedures designated by Seagate to allow the Hardware to connect with Seagate’s servers. You acknowledge that your electronic communications will involve transmission over the Internet, which includes networks that are not owned or operated by Seagate. Seagate is not responsible for the reliability or performance of any Internet connections or networks not owned or operated by Seagate.

5.8  Usage Environment and Installation Requirements. In any use of or interaction with the Hardware, you must adhere to all Hardware specifications and maintenance guidelines, including all electricity, power, physical storage, and physical security requirements, before deploying the Hardware. You shall not modify the Hardware without the advance express written consent of Seagate. You may install Seagate-provided firmware and software updates.

5.9  Usage by Third Parties. Only Authorized Users may use Hardware provided under a Portal account or Order.

5.10  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 ; (b) for Hardware and Services shipped by Seagate to or used in any member state of the European Union (“EU”), (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, (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 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 or military intelligence uses (including to process technical data controlled under the U. S. International Traffic in Arms Regulations). You shall make your Authorized Users aware of any export/import controls and other laws pertaining to Services and Hardware and you represent that you and your Authorized Users shall fully comply with all such regulations and laws.

5.11  Movement of Hardware. Subject to the terms of this Services Agreement, including the international trade requirements under Paragraph 5.10, above, you may, at your  sole risk and expense, transport the Hardware to different locations under your control. You are responsible for obtaining any import/export licenses and any product or producer registrations under applicable laws (including under or pursuant to any applicable waste electronic and electrical equipment ("WEEE") schemes) and paying any associated taxes or fees (including any applicable WEEE registration fees). Seagate is not responsible for any loss, damage, theft, or seizure of the Hardware or Your Data. You must transport the Hardware back to the country of original deployment before shipping back to Seagate. Seagate’s ability to provide remedies to a failure of the limited functionality warranty (referenced in Paragraph 1.7 above) may be limited or not available if the Hardware is moved to a location other than the initial ship-to country. Seagate disclaims the limited functionality warranty with respect to Hardware moved to a location other than the initial ship-to country. You must promptly respond to our inquiries as to Hardware location and status.

6. RETURNS PROCESS

6.1  Required Return, Return Notices. You shall return the Hardware at the end of the Subscription Term as required by Seagate. In addition, Seagate may require return of Hardware at any time. Once you have provided notice of intent to terminate the Services, or if Seagate requires Hardware return, Seagate will provide shipping instructions via the Portal or via a Seagate representative.

6.2  Return Procedure. To return Hardware, you  shall: (a) promptly contact Seagate support at the Portal to initiate return of the Hardware (refer to the self-service hardware return menu in the Portal) to obtain return information and instructions; (b) return the Hardware to Seagate in accordance with Seagate’s reasonable shipping instructions;  (c) ensure that all information stored on the Hardware is removed in its entirety; and (d)  confirm in writing to Seagate that 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). Specific supplemental Lyve Mobile Services are subject to varying return processes.  Your Order, the Portal, and any supplemental Service terms agreed by you for the supplement Service will provide the applicable returns process to the extent it varies from this paragraph.  

6.3  No Responsibility for Your Data. Seagate will not be liable to you 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.

6.4   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  possession or control (other than normal wear and tear).

6.5  Deadline for Return and Hardware Loss Fees.  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 suspend or terminate access to Hardware remotely, including for failure to return Hardware as required by Seagate. If Seagate does not receive all components of the Hardware, Seagate may continue to charge you the subscription or service fees until Seagate receives the returned the Hardware. If the Hardware is not returned to Seagate within 30 days after receipt of Seagate’s demand or within 30 days after termination or expiration of the Subscription Term, Seagate may charge the account a Hardware Loss Fee (including charges for unreturned Hardware accessories, per unit) up to the amounts shown below. The payment of the Hardware Loss Fee does not result in a sale of or the transfer of title to any Hardware. All Hardware remains the property of Seagate, and Seagate retains all right, title, and interest in and to the Hardware. There is no option for you to purchase the Hardware. Even if the Hardware Loss Fee is paid in full, you do not obtain title to the Hardware and you  shall not use or resell the Hardware.

Hardware Type

Hardware Loss Fee (US Dollars)

Lyve Mobile Protective Case

$500

Lyve Mobile Array – 60TB HDD

$25,000

Lyve Mobile Array – 96TB HDD

$30,000

Lyve Mobile Array – 46TB SSD

$40,000

Lyve Mobile Array – 92TB SSD

$70,000

Lyve Mobile Rackmount Receiver (any model)

$5,000

PCIe Adapter

$500

Car Mount

$500

Accessory (per unit)

up to $800

 

7.  SUPPORT AND MAINTENANCE

7.1  Service and Maintenance Requests. You  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.

7.2  Site and Equipment Access. You shall grant Seagate or its designated service representative physical access to the Hardware as well as access to required electricity and/or internet connection.

7.3  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 premise, or Seagate may ship you replacement Hardware to address the issue and provide you with instructions and materials for Hardware to be returned to Seagate.

7.4  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 to you by Seagate.

7.5  Third Party Service Providers. Seagate may designate a third party to service or maintain the Hardware (including 24/7 remote hands as well as onsite servicing, subject to availability). Third parties who have not been designated by Seagate as service representatives are restricted from interacting with or servicing Hardware, or the software or firmware provided with the Mobile Service.

7.6  Substitute Hardware. If Seagate requires return Hardware for support or technical issues during a Subscription Term, substitute Hardware will be provided reasonably in advance to allow transfer of the data stored on the Hardware. You are responsible for backing-up and transferring all data stored on any Hardware prior to return or deactivation of the Hardware.

 

8. ADDITIONAL TERMS

8.1 Prohibited Use. In addition to the prohibitions included in the Customer Agreement, you agree that you shall not, and shall not allow any third party or Authorized User to use the Portal or Services for the purpose of cryptocurrency or other distributed-ledger technology including for plotting, creating ash, mining, farming, pooling, coining or any related activities.

 

  APPENDIX 1

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LYVE MOBILE DATA TRANSFER SERVICE TERMS

ELIGIBLE COUNTRIES

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

  • Austria
  • Belgium
  • Croatia
  • Czech Republic*
  • Denmark
  • Finland
  • France
  • Germany
  • Ireland*
  • Italy
  • The Netherlands
  • Norway
  • Portugal
  • Spain*
  • Sweden
  • Switzerland
  • United Kingdom

 

*Required disclosure of certain product registration numbers and battery take-back legislation: Ireland WEEE Registration #3447WB; Spain WEEE Registration #7783, Spain Batteries Registration # 2308; for Czech Republic Seagate is registered with ECOBAT take-back collective scheme (see www.ecobat.cz) and Seagate fulfills its legislative obligations regarding take-back of batteries.

 

Version: May 20, 2022