ZEDEDA Ecosystem Agreement

BY CLICKING ON THE “I AGREE” OR USING ANY OF THE MATERIALS OR SERVICES PROVIDED BELOW OR OTHERWISE EXERCISING ANY RIGHTS PROVIDED BELOW OFFERED BY ZEDEDA, INC., A DELAWARE CORPORATION WITH AN OFFICE AT 160 W SANTA CLARA STREET, SAN JOSE, CA 95113, (“ZEDEDA”), THIS ENTITY, INDIVIDUAL OR ORGANIZATION (“PARTNER ”) CONSENTS TO BE BOUND BY THIS AGREEMENT (“Agreement”).

1. 1. Purpose
      1. 1. The purpose of this Agreement is to establish a collaborative business relationship between PARTNER and ZEDEDA to mutually promote respective offers to end customers.

    

   2. Qualifications for SOFTWARE and HARDWARE partners
   1. 1. 1. ZEDEDA grants the PARTNER nontransferable, nonsublicensable, nonexclusive, free of charge, limited licenses for access to one (1) Enterprise instance on ZEDEDA Shared Edge Orchestration Cloud and up to five (5) Edge CPU instances for sole purposes of qualification and ongoing testing of PARTNER offer during the agreement Term. ZEDEDA will make commercially-reasonable efforts to provide technical support free of charge to the PARTNER.
         2. The PARTNER will conduct qualification of the compatability of its offering with ZEDEDA’s software.
         3. Qualifications can be made with choice of deployment format (e.g. virtual machine or container).
         4. Software PARTNER will be solely responsible to verify that their software is deployable to target edge hardware via the ZEDEDA cloud.
         5. Edge compute hardware partners will verify that EVE-OS loads on selected models. Full qualification requirements are documented in the ZEDEDA Hardware Qualification Guide.
         6. Partners that offer peripheral hardware such as sensors and auxiliary I/O will verify operation with selected edge compute hardware running EVE-OS and their chosen application stack for protocol support. Full qualification requirements are documented in the ZEDEDA Hardware Qualification Guide.
         7. Silicon partners agree to collaborate with ZEDEDA to work towards interoperability of their tool sets with EVE-OS.
         8. PARTNER agrees to notify ZEDEDA of any issues with ZEDEDA software (e.g. EVE-OS or ZEDCloud) during qualification and ongoing compatibility verification. Both parties agree to make commercially-reasonable efforts to ensure interoperability of each other’s Products.
         9. The PARTNER is solely responsible for the accuracy of claims, statements and representations.

    

   3. Co-Marketing and Co-Selling
   1. 1. 1. Each party will use reasonable commercial efforts to promote and market the products of the other party in accordance with the terms of this Agreement. Neither party will make any representations regarding the other party’s Products, except as consistent in all respects with materials provided to that party under this Agreement. Each party agrees to obtain the other party’s approval for any advertisements and promotional materials for the other party’s products.
         2. PARTNER will use the then-current ZEDEDA Marks provided by ZEDEDA in its promotion and marketing of ZEDEDA Products. All goodwill associated with the use of ZEDEDA’s Marks shall inure to the benefit of ZEDEDA. PARTNER will not take any action in derogation of ZEDEDA’s rights in any ZEDEDA Mark.
         3. ZEDEDA will use the then-current PARTNER Marks provided by PARTNER in its promotion and marketing of any PARTNER products. All goodwill associated with the use of PARTNER’s Marks shall inure to the benefit of PARTNER. ZEDEDA will not take any action in derogation of PARTNER’s rights in any PARTNER Mark. ZEDEDA may use PARTNER’s marks for general promotion of the joint offer in the form of solution briefs, case studies, webinars, etc.
         4. Neither ZEDEDA nor the PARTNER shall issue press releases about the alliance without the prior written consent of the other Party not to be unreasonably withheld.
         5. The Parties may engage in a co-selling of their products to an end customer in which case neither party shall be entitled to any compensation from the other unless expressly agreed by the parties.
         6. ZEDEDA can list software PARTNER offerings in the ZEDEDA cloud marketplace for customer discovery with the prior written consent of the PARTNER. The PARTNER agrees to provide ZEDEDA with details for the repository where the software is located and aid in the creation of a download manifest. PARTNER is responsible for keeping their software repository and related download manifest up to date. ZEDEDA marketplace listing will be subject to the PARTNER’s EULA’s and SLAs and ZEDEDA does not assume any responsibility for the product, product support and any legal and financial liabilities associated with the PARTNER’s products.
         7. General participation by a hardware PARTNER in the ZEDEDA Ecosystem Program does not guarantee that their offerings are added to the ZEDEDA-supported Approved Device List (ADL). Terms for support, bundling, and so forth are addressed in a separate commercial agreement.
         8. For a channel PARTNER (e.g. System Integrator, Distributor, VAR), this document only establishes a foundational relationship for ZEDEDA and PARTNER to jointly co-market and co-sell solutions and services to customers. These solutions may be composed of ZEDEDA’s offering in addition to offerings from PARTNER and third parties. Specific commercial terms between ZEDEDA and partner will be governed by a separate document.
         9. The Parties agree to conduct regular meetings to review the progress of the relationship, in addition to conducting periodic training on respective value propositions.
         10. The Parties will make attempts to jointly promote respective offers to end customers but understand that this is not an exclusive agreement.
         11. Each party agrees to conduct business in a manner that favorably reflects upon the other party and its products. Each party agrees to comply with all laws and regulations in connection with its performance under this Agreement, including privacy laws, the U.S. Foreign Corrupt Practices Act and all applicable export laws and regulations. Neither party will import or export any products in violation of any laws or regulations.

    

   4. Intellectual Property
   1. 1. 1. Unless otherwise set forth in a separate written agreement, each party shall retain ownership of any preexisting know-how, concepts, tools, processes, methodologies, intellectual property and other information or materials that it discloses or furnishes to the other party during the term of this Agreement and any modifications, derivatives, enhancements or changes thereto, whether developed separately by such disclosing party or jointly in connection with the other party.
         2. Should the parties decide to engage in any technology or product joint development activities beyond those preliminary activities described herein, the parties agree to first enter into a separate ancillary agreement.
         3. It is understood that during the course of working together, each party may further develop its general knowledge, skills and experience, including through the use of general information received hereunder and retained in intangible form, and this Agreement shall not restrict such party from using and disclosing the same, including in connection with its use of its own confidential or proprietary information.
         4. Except as expressly set forth herein, neither party shall decompile, reverse engineer or modify the other’s Product or create derivative works therefrom. The ZEDEDA Software is the sole and exclusive property, of ZEDEDA, and shall: (i) be used only to install, operate or maintain the ZEDEDA Software for which it was originally furnished; (ii) not be reproduced or copied, in whole or in part, except as necessary for use as authorized under this Agreement; and (iii) not be used to develop other software. PARTNER shall not (and shall not permit any third party to): (A) remove any proprietary notices from the Products; or (B) provide the Products to any third party which is not subject to an End Customer Agreement; or (C) permit any End Customer to use the Products beyond the scope of the applicable End Customer Agreement signed by that End Customer.

    

   5. Confidentiality
      Each party may obtain access to the other party’s Confidential Information (as defined below) while performing under this Agreement. Any work product, software, analyses, or other information made available to the other party as a result of this Agreement including any Pre-existing Intellectual Property, which the disclosing party treats as confidential, shall be hereinafter referred to as “Confidential Information” of the disclosing party.Each party hereby agrees:
   1. 1. 1. That the other party’s Confidential Information shall be kept strictly confidential and shall not be disclosed to any third party.
         2. That the Confidential Information of the other party shall be disclosed solely to those employees of the receiving party who have a need to know and are bound by confidentiality obligations no less protective of the Confidential Information than those set forth herein;
         3. That the Confidential Information shall be used only for the purposes of the promotion of the transactions contemplated by this Agreement; and
         4. Upon the request of the other party, to return all tangible copies of the other party’s Confidential Information provided to it and all duplicates thereof in its possession; provided, however, that the receiving party may retain one copy of such Confidential Information, subject to the use and nondisclosure restrictions of this Agreement, solely as required by applicable law, regulation or documented professional archival policy. Each party shall be liable for any breach by its employees of any provisions of this Agreement.

    

   6. “Confidential Information” shall not include any information that (a) is publicly available other than as a result of the recipient’s breach hereof, (b) was in the recipient’s possession prior to its receipt hereunder, (c) was disclosed to the recipient by a third party reasonably understood to have the right to disclose it, or (d) is independently developed by the recipient without breach hereof.If a party becomes legally compelled to disclose any of the Confidential Information received from the other party, the compelled party shall use reasonable efforts to provide such other party with prompt written notice of such requirement prior to disclosure so that such other party may seek a protective order or other appropriate remedy. No party shall provide any Confidential Information to the other party (x) in violation of applicable law, (y) to which it does not hold all right, title and interest necessary for the receiving party to use the same as contemplated by this Agreement or (z) that contains or constitutes personally identifiable information of any third party.

    

   7. Disclaimer and Limitation of Liability
      All information and services provided under this Agreement are provided “AS IS” and without warranty of any kind, express or implied.EXCLUDING ANY DAMAGES RESULTING FROM A BREACH OF SECTION 4.4 OR SECTION 5, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL, OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCURRED BY THE OTHER PARTY ARISING OUT OF THIS AGREEMENT; AND EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED $5,000.

    

   8. Term and Termination 
   1. 1. 1. 1. Term. This Agreement shall commence on the Effective Date and shall continue for the Initial Term of 12 months. At the end of the Initial Term, this Agreement will automatically renew for additional twelve (12) month terms (each, a “Renewal Term”). The Initial Term and any Renewal Terms are collectively the “Term”.
            2. Termination. This Agreement may be terminated by either party: (a) upon thirty (30) days written notice if the other party materially breaches any provision of this Agreement and the breach remains uncured within that thirty (30) day period; or (b) effective immediately, if the other party ceases to do business, otherwise terminates its business operations, becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, or comparable proceeding, or if any proceeding is filed against it (and not dismissed within ninety (90) days); or (c) without cause upon 90 days’ notice to the other party.
            3. Effect of Termination. Upon any expiration or termination of this Agreement: (a) all licenses and rights granted hereunder shall terminate; (b) PARTNER will cease all use of the ZEDEDA Software and the ZEDEDA Marks; © ZEDEDA will cease all use of PARTNER’s marks (d) PARTNER shall immediately return to ZEDEDA or destroy the ZEDEDA Software, all duplicates, and any ZEDEDA Confidential Information in its possession or control; and (e) ZEDEDA will immediately return to PARTNER or destroy and PARTNER software and PARTNER confidential information in its possession or control.
            4. Survival.  The provisions of Sections 4, 5, 6, and 8 shall survive and remain effective after the effective date of termination or expiration of this Agreement.

    

   9. General
      Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, that provision shall be modified, limited or eliminated to the minimum extent necessary and the declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect. The rights and obligations of the parties hereunder shall neither be assigned, subcontracted, delegated or otherwise transferred by PARTNER without the prior written consent of ZEDEDA. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of California, excluding rules governing conflict of law and choice of law. The federal and state courts within Santa Clara County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. Each party hereto expressly consents to the personal jurisdiction of, and venue in, those courts and service of process being affected upon it by registered mail sent to the address set forth at the beginning of this Agreement in the case of ZEDEDA, and by registered mail to any address provided by PARTNER to ZEDEDA in the case of PARTNER. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to this Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter contained herein, and no oral or written statement or representations not contained in this Agreement shall have any force or effect. This Agreement may be amended only upon the written consent of both parties. In the event the parties enter into, or have entered into, a formal written agreement, including, without limitation an agreement which the parties have electronically signed, the terms of that agreement shall control over the terms of this Agreement.