MobileIron, Inc. (“MobileIron”) Terms and Conditions Related to In-Licensed Materials and Resale Products for Resellers (updated October 6, 2016)
MobileIron and Reseller have entered into one or more reseller, distributor, or similar agreements relating to the resale by Reseller of certain products and services owned, controlled or licensed by MobileIron (the "Reseller Agreement") to entities located in the applicable territory that purchase or license the products from Reseller for their own internal use and benefit in the normal course of its business (each a "Customer").
The products or services resold under the Reseller Agreement may either be third party products or may contain or be provided with software, services or other technology that is not proprietary to MobileIron but has been licensed in by MobileIron. In connection therewith, additional or different terms are applicable as identified below, and Reseller is bound by such terms below when Reseller resells such products or services.
MobileIron "Silver" or "Gold" or "Platinum" Bundle, also sold as Core/Basic Management/Advanced Management:
- Email+ (version 1.x)
a. MobileIron may terminate Reseller's right to resell or distribute Email+ 1.x to new customers upon written notice: (a) if MobileIron's underlying right to license the Microsoft Exchange ActiveSync (TM) Protocol (the "Protocol") necessary for resale or distribution of Email+ 1.x has been terminated; or (b) if Reseller commences, maintains, voluntarily participates in, directs or controls (collectively "Participates") in any legal action (including the filing of a reexamination before any patent regulatory agency) seeking to render invalid or unenforceable any of Microsoft Corporation's patents that would necessarily be infringed by the implementation of the Protocol in Email+ 1.x (the "Necessary Claims") or any other claims contained in the patents that contain the Necessary Claims; or (c) if Reseller Participates in a patent infringement lawsuit against (i) Microsoft or its subsidiaries or their respective distributors, customers or licensees on account of software, product, technology or service of Microsoft or its subsidiaries, or (ii) against any Protocol licensee of Microsoft or its subsidiaries, where the lawsuit against such Protocol licensee is based on that licensee's implementation of the Protocol. For clarity, the foregoing termination right only applies to Reseller's right to resell or distribute licenses of Email+ to new customers and not to the renewal of existing Email+ 1.x licenses or resale and/or distribution of additional Email+ 1.x to existing customers.
MobileIron Resale Product: KNOX™ by Samsung
- Reseller shall only resell Samsung KNOX commercial licenses to customers. Reseller shall have no right to resell or distribute the object code for Samsung KNOX which is delivered directly by Samsung as embedded in individual devices or updated through the network.
- Reseller shall issue and submit a purchase order to MobileIron for each Samsung KNOX commercial license as a condition of sale of such license.
- Reseller acknowledges and agrees that: (i) MobileIron is obligated to provide certain information (i.e., name, address and contact information of customer; unit price; and date of delivery) to Samsung in connection with each Customer's purchase of Samsung KNOX; (ii) Samsung shall collect additional information directly from each Customer (and such Customer's Individual Users) in connection with the Customer's (or Individual User's) activation and use of Samsung KNOX. Reseller acknowledges and agrees that MobileIron shall have no obligation or liability to Reseller or Customer with respect to (a) Samsung's use of any information provided by MobileIron to Samsung in connection with Customer's purchases, and (b) other information that Samsung may collect or that Customers may disclose to Samsung in connection with Customer's access or use of Samsung KNOX.
- Reseller shall not modify, delete or block any functionality within Samsung KNOX for Customers to accept the applicable customer agreement.
- Reseller has a limited, non-exclusive, non-transferable, revocable license to use the Samsung trademarks identified by MobileIron in connection with the promotion, sales and distribution of commercial licenses for Samsung KNOX, subject to compliance with any usage guidelines provided by MobileIron. Reseller shall not have the right to remove any Samsung trademarks on Samsung KNOX or add any other trademark, copyright or patent notice, or trade name to Samsung KNOX. MobileIron or Samsung may terminate Reseller's use of all Samsung trademarks immediately upon notice without liability or further obligation to Reseller if MobileIron or Samsung determines in its sole discretion that Reseller is using any Samsung trademark in a manner that is or would disparage, diminish or tarnish Samsung’s image or reputation and in addition, Reseller shall correct any incorrect use promptly.
- Reseller shall represent, display and demonstrate Samsung KNOX in accordance with marketing materials or guidelines provided by MobileIron and shall refrain from making any false or misleading statements, claims or representations or material omissions inconsistent with marketing materials or guidelines regarding Samsung KNOX or otherwise inconsistent with the Reseller Agreement.
- Nothing in the Reseller Agreement grants the Reseller any ownership right in Samsung KNOX.
- Reseller shall: (i) solicit orders for Samsung KNOX commercial licenses from customers; (ii) distribute advertising and marketing literature supplied by MobileIron for Samsung KNOX; (iii) take necessary measures to collect payment from Customers for Samsung KNOX commercial licenses; and (iv) in all advertising, marketing and promotional materials concerning Samsung KNOX not misrepresent the fact that Samsung KNOX is provided by Samsung.
- Except as permitted in the Reseller Agreement or these terms, Reseller shall not sell, license, publish, display, distribute, or otherwise transfer or make available to a third party any Samsung KNOX commercial licenses. Reseller shall not attempt to alter, translate, adapt or modify Samsung KNOX, in any manner whatsoever nor shall it disassemble, decompile or in any way reverse engineer Samsung KNOX.
- Reseller may not sell perpetual licenses to Samsung KNOX or any subscription with a term longer than twelve (12) months. Reseller covenants that Reseller (i) will inform all Customers of Samsung KNOX that have purchased an annual subscription that their subscription is based on an annual subscription, and (ii) will provide at least 30-days advance notice to such Customers that their annual subscription will expire unless the subscription is renewed by payment of the applicable fee.
- Reseller and MobileIron may mutually agree on a pay-per-use for Samsung KNOX for a specific Customer. In such a case, unless otherwise agreed: (i) the amount of subscription fees will be calculated from the day of activation of the Samsung KNOX commercial license; and (ii) if the period subject to subscription fees is more or less than a calendar month due to an adjustment of a purchase order, then the subscription fee shall be calculated on a pro-rata basis for such period against the monthly subscription fee.
- If MobileIron notifies Reseller that a Customer has more active devices deployed with Samsung KNOX commercial licenses than the corresponding purchase order of Samsung KNOX commercial licenses ("excessive usage"), Reseller shall within two weeks notify such Customer of excessive usage and inform Customer that additional Samsung KNOX commercial licenses may be purchased or devices associated with excessive usage will be deactivated. If any Customer fails to purchase additional Samsung KNOX commercial licenses within a period established by MobileIron, Reseller shall support MobileIron in identifying which devices will be deactivated from using Samsung KNOX.