Authorized Distributor Lyve Cloud Services Addendum

The parties agree as follows:

1. AUTHORIZATION OF DISTRIBUTOR
   1. Authorization. Seagate authorizes Distributor to market and sell eligible Seagate Lyve Cloud services within the countries identified by Seagate at: https://www.seagate.com/legal/lyve-cloud/eligible-countries/ as where the Lyve Cloud services are available to customers. Notwithstanding the Territory identified in the Agreement or for any other Products, Seagate Lyve Cloud services are available to be marketed and sold only in the individual countries identified by Seagate (“Authorized Territory”).
2. PURCHASE OF SERVICES
   1. Distributor Price List. Seagate shall provide an updated DLP listing eligible Lyve Cloud services (“Services”) containing (a) the Services by part number; (b) the pricing for the Services; (c) minimum purchase requirements; and (d) any other Services-related terms and restrictions.
   2. Purchase Orders. Distributor shall order Services through Seagate as documented in a quote or order form (collectively, “Order”) document. Each Order will include the description of the Services, such as the storage volume commitments, Services Period, pricing, region, renewals, and related information. To obtain an Order, Distributor must register the deal as identified in the Sales Program, detailed in Section 7, below. The “Services Period” for each of the Services ordered will be specified in the Order details, or if left unspecified will be 12 months. Upon expiration of each Services Period, the Services will renew for an additional Services Period, unless either party provides written notice to the other that it does not intend to renew the Services at least 60 days before the end of the then-current Services Period. Unless otherwise specified in the Order, a renewal Services Period will be for 12 months.
   3. Cooperation. To the extent Seagate may require additional information in order to provide an Order, as communicated by Seagate from time to time, Distributor shall provide such additional details to Seagate promptly.
   4. Cancellation and Cancellation Charges. Orders for Services are not cancellable; however, if an end-user customer exercises a right to terminate that it has in its contract directly with Seagate, the Order between Seagate and Distributor will automatically terminate, without liability to either party.
3. Services provisioning
   1. Terms Applicability. Section 3 of the Agreement will not apply to Services orders.
   2. Contracting with End-Users. Distributor will include (or have its authorized reseller include) in its quote to a customer Seagate’s standard contracting terms for the Services, located at https://www.seagate.com/legal-privacy/lyve-cloud/service-terms/. Distributor may not agree with terms relating to the delivery, use, or performance of the Services that Seagate has not authorized in writing.
   3. Delivery. Seagate will remain responsible for the provision of the Services to the customer.
4. PAYMENT
   1. Invoicing. Seagate will invoice Distributor for the Services in accordance with the Order agreed to for the customer. Distributor shall pay Seagate’s invoices in accordance with the terms of the Agreement. Distributor may not dispute, withhold, or delay payment on any invoice based on late or non-payment from the customer.
5. WARRANTY
   1. No Warranty Provided. Seagate will contract directly with the customer for the provision of the Services and therefore no warranty is made to Distributor. Section 5 of the Agreement will not apply to Services under this Lyve Cloud Services Addendum.
   2. No Remedy for Stored Data. The warranties in the Agreement do not apply to stored data.
   3. Warranty Disclaimers. Seagate makes no other representations or warranties, express or implied, or arising from a course of performance, dealing, or trade with respect to the Services or any services furnished under this Lyve Cloud Services Addendum. Seagate disclaims all implied warranties, including any implied warranty of merchantability, any implied warranty of fitness for a particular purpose, and any implied warranty of non-infringement. No warranty is made relating to any stored data.
6. Section 6 of the Agreement will not apply to Services under this Lyve Cloud Services Addendum.
7. SALES PROGRAMS
   1. Sales Programs. To qualify for the best pricing, Distributor will register deals in accordance with the Sales Program Seagate has created for the Services. Details of the Sales Program are found in the Exhibit A, attached hereto.
8. Section 8 of the Agreement will not apply to Services under this Lyve Cloud Services Addendum.
9. REPORTING REQUIREMENTS
   1. Notwithstanding the language in Section 9 of the Agreement, the parties will cooperate to determine reporting requirements that align with the Services sales. Seagate will own all information included in reports provided by Distributor.
10. INDEMNIFICATION
    1. Indemnification by Distributor. In addition to the obligations in the Agreement, Distributor will defend and indemnify Seagate and its affiliates, and their directors, officers, and employees, against any claim or action brought against Seagate, based on and warranty, representation, covenant or other statement or promise made to a customer that was not authorized by Seagate in writing.
11. MISCELLANEOUS
    1. Termination. This Lyve Cloud Services Addendum can be terminated for any of the reasons identified in the Agreement, notwithstanding the parties’ choice to not terminate the entire Agreement.
    2. Dispute Resolution. Seagate and Distributor shall resolve any dispute relating to this Lyve Cloud Services Addendum in the same manner and under the same governing law as set forth in the dispute resolutions and governing law provisions applicable to the Agreement.
    3. Entire Agreement; Incorporation. This Lyve Cloud Services Addendum is the entire agreement between Seagate and Distributor regarding this subject matter. Except as noted herein, the terms of this Agreement are incorporated into this Lyve Cloud Services Addendum.
    4. Authorization; Notices. Each person signing this Lyve Cloud Services Addendum represents that he or she is authorized to sign on behalf of his or her company. All notices given related to this Lyve Cloud Services Addendum must be sent to addresses specified above, or any other addresses the parties designate in writing.

Exhibit A

LYVE CLOUD SERVICES DISTRIBUTOR SALES PROGRAM

The following provisions in this Exhibit A pertain to Lyve Cloud Services only. To the extent any of these provisions conflict with any other provision in the Agreement, as to Lyve Cloud Services, these provisions will govern.

1. PLAN TERM. This Sales Program (“Plan”) is effective from the Effective Date of the Lyve Cloud Services Addendum. This Plan will remain in effect for all distribution sales made under the terms of the Lyve Cloud Services Addendum, unless this Plan is replaced or terminated in accordance with its terms. This Plan may be terminated on the same grounds as the Agreement, including for breach. Seagate may change or update this Plan at any time by informing Distributor of the new Plan terms, including by making such Plan terms available at the Seagate Partner Program website. Posting of Plan terms at the Seagate Partner Program website is deemed to be effective notice of the new Plan terms.
2. PLAN OBJECTIVE:
   1. The parties hereto desire to expand the market for Lyve Cloud Services made available by Seagate in the Authorized Territory.
3. SPECIFIC SOLUTIONS/PRODUCTS:
   1. Seagate Offerings. This Plan applies to Lyve Cloud Services only and does not include other Lyve™ services or offerings in the Seagate portfolios.
4. SOLUTION PROVIDER PLAN TERRITORIES AND TARGET MARKETS:
   1. The Plan territory is limited to customers located in the specific countries identified as Authorized Territory. Distributor acknowledges that Seagate only approves sales of Services to customers in the Authorized Territory(ies). Distributor shall, at its own expense, obtain and maintain any governmental authorizations that may be required under the laws of the countries in the Authorized Territory(ies), and is responsible for complying with all local laws and regulations relating to activities under this Plan.
5. FINANCIAL MATTERS:
   1. Price and Deal Registration. Distributor’s pricing will be included in the DLP provided and periodically updated by Seagate. To qualify for the lowest price offered in the DLP for the Services, Distributor must submit, using Seagate’s Deal Registration platform, at a minimum, the following information: (a) the Services description; (b) the quantity; (c) the customer’s name and ship-to address; (d) the requested delivery date; and (e) payment terms and pricing offered to the customer, if applicable. Use of the Deal Registration platform is at all times subject to the Deal Registration Guidelines terms available at https://img.en25.com/Web/SeagateTech/%7B8414454a-a917-43ff-9a50-3e31acdbf161%7D_Lyve_Deal_Reg_Terms_and_Conditions.pdf. Distributor’s participation in Deal Registration is conditioned on compliance with the Deal Registration Guideline terms. 
6. MARKETING ACTIVITIES.
   1. Distributor shall engage in marketing activities, including outreach, awareness, engagement, go-to-market, and other similar promotional activities, to promote the Lyve Cloud Services in the Authorized Territory(ies). All marketing activities are subject to Seagate’s prior approval.
   2. Seagate Marketing Content. Seagate grants Distributor a limited nonexclusive, non-transferable, non-sublicensable, revocable license to use, reproduce, publicly display, and distribute the Seagate marketing content solely in connection with the 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).
   3. Seagate Marks and Distributor Marks. “Seagate Marks” means solely the Seagate trade names, logos and registered and common law trademarks specifically listed in Schedule 2 of the Agreement. “Distributor Marks” means solely the Distributor trade names, logos and registered and common law trademarks specifically listed in Schedule 2 of the Agreement. All Seagate Marks must be used in accordance with the Seagate branding guidelines located at https://branding.seagate.com (as may be amended from time to time). Seagate will use Distributor Marks in accordance with the Distributor branding and usage guidelines, to the extent such guidelines have been provided to Seagate in writing.
   4. License. Distributor hereby grants to the Seagate a limited nonexclusive, non-transferable, non-sublicensable, revocable license to use, reproduce, modify (for technical formatting purposes only), publicly display, and distribute the Distributor Marks solely in connection with the Lyve Cloud Services Addendum.
7. CUSTOMERS’ AGREEMENTS.
   1. Distributor is responsible for managing its agreements with customers. Distributor will defend Seagate against any claim or action and indemnify Seagate against any costs, losses, damages or liability, arising from Distributor’s agreement with the customer.
   2. No Warranties on Seagate Behalf. Distributor shall not, and shall not allow any other party to, make any warranties or representations about the Services on behalf of Seagate. The foregoing shall not prevent Distributor from displaying to its customers Seagate-provided Services documentation or literature in the form provided by Seagate for distribution to customers.
8. TERMINATION. On expiration or earlier termination of the Agreement, the Lyve Cloud Services Addendum, or this Plan, Distributor’s right to access, use, purchase, and resell the Services under this Plan terminate immediately and Distributor shall immediately cease all display, advertising, promotion, and use of all of Seagate Marks in connection with the Services, and shall not thereafter use, advertise, promote, or display Seagate Marks unless authorized by Seagate in a separate agreement.