MobileIron, Inc. (“MobileIron”) Terms and Conditions Related to In-Licensed Materials and Resale Products for Resellers (updated November 11, 2019)

 

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:

1. 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

1. Reseller acknowledges and agrees the following: (i) Samsung KNOX is a resale product that is made available for use and resale by Samsung Electronics Co., Ltd., incorporated under the laws of Korea with a place of business at 416 Maetan-3 Dong, Yeongtong-Gu, Suwon-City, Gyeonggi-Do, 443-742 Korea ("Samsung"); (ii) Customer's use of Samsung KNOX requires that Customer agree to the Samsung KNOX End User License Agreement, a copy of which is available for review at http://www.mobileiron.com/legal/thirdpartyterms (or other URL designated by Supplier) ("Samsung KNOX Enterprise EULA"); (iii) in addition to the acceptance of the Samsung KNOX Enterprise EULA by Customer, the use by an individual (an "Individual User") of Samsung KNOX on a particular device requires (or may require) the individual to agree to Samsung terms and conditions and privacy policy specific to the individual (the "Samsung KNOX Individual Requirements" and, together with the Samsung KNOX Enterprise EULA, the "Samsung KNOX Terms"); (iv) the Samsung KNOX Terms contain all the terms and conditions governing the use of Samsung KNOX by Customer and except as expressly set forth herein, the Agreement shall not govern or otherwise apply with respect to Samsung KNOX; (v) the Samsung KNOX Terms (when accepted by Customer) shall be a legally binding agreement between Samsung and Customer; and (vi) Supplier is not a party to, nor does Supplier have any obligations or liability to Customer under, such Samsung KNOX Terms.

2. 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.

3. Reseller shall issue and submit a purchase order to MobileIron for each Samsung KNOX commercial license as a condition of sale of such license.

4. 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.

5. Reseller shall not modify, delete or block any functionality within Samsung KNOX for Customers to accept the applicable customer agreement.

6. 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.

7. 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.

8. Nothing in the Reseller Agreement grants the Reseller any ownership right in Samsung KNOX.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

MobileIron Resale Product: ISV Products (purchased and resold via the Marketplace Premier Partner Program)

This Marketplace Premier Partner Program Support Supplement for MobileIron Authorized Resellers (“Supplemental Terms”) sets forth the minimum requirements for MobileIron Authorized Resellers (each, a “Reseller”) providing ISV Product support services to Customers. For the avoidance of doubt, Reseller’s support services for the ISV Products must comply with the minimum requirements set forth in these Supplemental Terms. All terms not defined below shall have the meaning prescribed in the Reseller Agreement entered into between MobileIron and the applicable Reseller (“Reseller Agreement”). In the event of a conflict between these Supplemental Terms and the terms of the Reseller Agreement, these Supplemental Terms will prevail. These Supplemental Terms may be updated from time to time and Reseller is responsible for complying with the then current terms. If you are accepting these Supplemental Terms on behalf of a Reseller, you represent and warrant to MobileIron, Inc. (“MobileIron”) that you have full authority to bind the Reseller to these Supplemental Terms. By participating in the purchase and resale of ISV Products via the Marketplace Premier Partner Program, Reseller accepts these Supplemental Terms, and these Supplemental Terms will be deemed a binding contract between MobileIron and Reseller. If Reseller does not agree to or cannot comply with all the terms and conditions stated in these Supplemental Terms, then Reseller will not be authorized to participate in the Marketplace Premier Partner Program. These Supplemental Terms are entered into as of the earliest of the date that Reseller accepts these Supplemental Terms or the date on which Reseller purchases ISV Product(s) for resale to a Customer.

I. Definitions:

“Customer” means an end user that purchases an ISV Product for its own internal business use and not for resale or for use on behalf of a third party.

“Customer Agreement” means the written agreement, in the form of a click-through agreement, between Customer and the applicable ISV governing Customer’s (and its end users’) use of the applicable ISV Products purchased by Customer.

“ISV” means an independent software vendor whose products are available to be resold by Reseller.

“ISV Product(s)” means the third party products and services that are set forth in the applicable Price List, but excluding any products or services that MobileIron has identified as ineligible for resale by Reseller.

“Level One” support means (i) receipt and acknowledgment of a problem from a Customer; (ii) checking lists of known problems and workarounds; (iii) if the reported problem is known, giving the published answer to the Customer and assisting with the implementation of the solution; (iii) providing general product information, assisting with installation and configuration; and (iv) collecting all relevant technical problem identification information, and answering all Customer usage questions.

“Level Two” support means (i) isolation, identification, and reproduction of an unknown problem reported by a Customer; (ii) researching a workaround or other solution to an unknown problem including error isolation, error replication, and identifying defects in product specifications; completing lab simulation and interoperability testing; documenting errors; defining action plans; and analyzing logs and traces and (iii) working with ISV technical support to assist in the development of a workaround or fix.

“Level Three” support means diagnosing complex issues that are not already known; correcting errors and bugs; maintaining software; and providing support that requires knowledge of the source code via phone or internet.

“Partner Portal” means the website provided by MobileIron to its authorized resellers, available at https://partnerportal.mobileiron.com/ (or such other URL as may be subsequently notified to Reseller).

“Price Lists” means the applicable then-current price lists of MobileIron that identify generally available software, products and services from MobileIron.

II. Overview: The following describes the support to be provided to the Customer for ISV Products purchased via the Marketplace Premier Partner Program, and who will be providing such support. Reseller must communicate to Customers that support for ISV Products purchased through the Marketplace Premier Partner Program will be provided in accordance with the table below, notwithstanding anything to the contrary regarding support for ISV Products set forth in the applicable Customer Agreement:

Support
Level

Description

Responsible
Party

Level One

Certified contacts at the Reseller will be the initial contact point for individuals at a Customer to report errors or problems and to report questions about the ISV Products. The Reseller will be the primary point of contact during the support process until closure of the support ticket.

Reseller

Level Two

The MobileIron support organization providing advanced support and escalation assistance to Reseller’s certified personnel and Customer after Level One support personnel have completed standard troubleshooting and escalation processes.

MobileIron

Level Three

The ISV support organization providing advanced support and escalation assistance to MobileIron level Two support, Reseller’s certified personnel and Customer after Level One and Two support personnel have completed troubleshooting and escalation processes. If applicable, ISV should be obliged to assist MobileIron and Reseller in direct sessions with Customers.

ISV

III. Language and Scope: All communications by MobileIron and Reseller shall be in the English Language only. Support shall be limited to ISV Products. Any support services delivered by MobileIron that are outside of the scope of the services described herein (including the “Exclusions” listed below) will be charged at the then-current list prices for the applicable MobileIron services.

IV. Reseller Support Obligations:

A. Communications with Customer throughout Life of Support Incident: Reseller shall be the primary Customer contact and manage all communications with Customers and shall update Customers as necessary during the life of a support issue/incident (i.e. until the support ticket is closed).

B. Reseller Installation Support Obligations: Installation and configuration support is out of support scope, and will be part of a separate professional services engagement.

C. Specific Reseller Level 1 Support Obligations: Reseller shall be responsible for all of the following Level One support obligations: (i) collection of information and reporting technical issues raised by Customers to MobileIron; (ii) assessing which reported issues are actual defects in ISV Products; (iii) troubleshooting common technical problems or questions, including non-ISV problems or questions raised by Customer; (iv) documentation and verification of technical issues to determine if issue is caused by sources outside of the applicable ISV Product(s); (v) opening and closing support tickets as required herein; (vi) distributing maintenance releases to Customers with current valid support and maintenance contracts; and (vii) ensuring Customers with current valid support and maintenance contracts are using the most current version of Products. Reseller will carry out its obligations in Sections C(vi) and C(vii) in accordance with any applicable knowledge base articles provided by the applicable ISV

D. Reporting; Trouble Tickets. Reseller shall document and promptly report all errors or malfunctions of the ISV Product to MobileIron. Reseller shall submit the suspected defect of the ISV Product to MobileIron via email, phone or MobileIron’s web-based self-service portal (“Support Portal”), and cooperate with MobileIron in its ticket tracking investigation. Please refer to http://support.mobileiron.com (or such other URL provided by MobileIron from time to time) for specific information concerning updated telephone numbers, web access, holiday schedule. MobileIron will provide Reseller with a trouble ticket number that Reseller will use to track the status of each issue. Reseller shall take all steps necessary to carry out any procedures MobileIron may give for the rectification of errors or malfunctions within a reasonable time after such procedures have been provided. MobileIron reserves the right to close the trouble ticket without further responsibility or liability if Reseller does not provide appropriate feedback to MobileIron within five (5) business days of receiving updates, a workaround for a problem, or if Reseller fails to respond to a request for additional information within five (5) business days.

E. Escalation to MobileIron for MobileIron Level Two Support: To escalate a support issue to MobileIron, Reseller must create a case in the Support Portal and provide the details requested by MobileIron. Such information and details may include:

1. Problem subject
2. Estimated severity
3. Detailed problem description
4. Attached media (log files, screenshots, etc.)
5. Steps to reproduce
6. Product version
7. Impact of issue (i.e. business or technical implication)
8. Reseller technical support contact info (including information regarding means to have remote access to Customer environment, if applicable)

F. Reseller Support Contacts. Reseller shall appoint no less than two (2) individuals who are knowledgeable in the operation of the ISV Products and certified by MobileIron to serve as primary Reseller contacts with MobileIron for support calls. Unless otherwise permitted by MobileIron, all support calls and emails from Reseller shall be initiated through these contacts. In no event shall Reseller permit an individual who has not obtained the necessary certification as a support provider to escalate a support call to MobileIron. Reseller may change its primary or alternate contacts at any time upon written notification to MobileIron, provided that the replacement contacts meet the requirements above. Reseller may appoint additional primary contacts upon MobileIron’s consent on a case-by-case basis provided all such contacts have been trained and certified by MobileIron.

G. Dial in or Remote Access. Reseller acknowledges that dial-in and/or remote access will speed up troubleshooting of support issues, and where possible Reseller shall obtain relevant information from Customers to facilitate dial in or remote access as needed. Reseller acknowledges that in certain circumstances, MobileIron shall not be able to troubleshoot a support issue without dial-in and/or remote access to Customers’ systems. Reseller shall use all reasonable efforts to obtain dial in and/or remote access to Customers’ systems in order to troubleshoot support issues.

H. Support Certification Requirement. Prior to selling an ISV Product in connection with the Marketplace Premier Partner Program, Reseller must meet the applicable support certification requirements for such ISV Product, which requirements will be made available via the Partner Portal.

V. MobileIron Support Services: Subject to the terms specified herein, MobileIron shall use reasonable commercial efforts to provide or cause to be provided to Reseller the following support and maintenance services:

A. Diagnosis of Technical Support Issues: Upon proper escalation, MobileIron will assist Reseller technical support personnel to diagnose and troubleshoot the technical support issue(s) based on the severity level attributed by MobileIron to the issue. Support services will be provided for Confirmed Defects in the ISV Product which are not attributable to Exclusions (described below). A “Confirmed Defect” shall mean an error or defect in the ISV Product that is not caused or attributable to an Exclusion and that makes the ISV Product not perform in accordance with the relevant specifications for the ISV Product (as outlined in the applicable documentation for the ISV Product). Confirmed Defects shall be assigned a Severity level based on the chart below and MobileIron agrees to respond based on the table below. Published response times reflect the maximum amount of time it should take one of MobileIron’s support engineers to first respond to a Confirmed Defect that has been properly escalated through the Support Portal. Responding by commenting in the trouble ticket system shall be considered a response by MobileIron.

Severity
Level

Definition

Response
Time

Severity 1
(Urgent)

A severity one (1) issue is a catastrophic production problem which may severely impact Customer's production systems or that causes Customer's production systems to go down or not function.  There may be a loss of production data and no procedural work around exists.

1 Hour

Severity 2
(High)

A severity two (2) issue is an issue where Customer's system is functioning but does so in a severely reduced capacity. The situation causes significant impact to portions of Customer's business operations and productivity. The system is exposed to potential loss or interruption of service, including disruption of Customer’s High Availability Configuration.

4 Business Hours

Severity 3
(Medium)

A severity three (3) issue is a medium-to-low impact problem which involves partial non-critical functionality loss. This issue impairs some operations but allows Customer to continue to function. This may be a minor issue with limited/no loss of functionality or impact to Customer’s operation and there is an easy circumvention or avoidance by the end user. This includes errors in Documentation.

1 Business Day

Severity 4
(Low)

A severity four (4) issue is for a general usage question or recommendation for a future product enhancement or modification. There is no impact on the quality, performance or functionality of the product.

1 Business Week

All response times are measured in the local time of the applicable Customer based on the time the trouble ticket is submitted by Reseller into MobileIron’s systems. At no time does MobileIron guarantee a “fix” during the response times specified above.

B. Limitation and Exclusions: Each party will use commercially reasonable efforts commensurate with the then applicable industry standards to provide the support obligations described herein in a professional and workmanlike manner, but MobileIron does not guarantee that every question or problem raised by Reseller will be resolved. ). Notwithstanding anything else herein, MobileIron’s support services do not include services requested in connection with any Exclusions (defined below) or otherwise as a result of causes or errors that are not attributable to ISV Product(s) or cannot be reproduced by MobileIron on unmodified ISV Products. In the event that Reseller requests MobileIron to provide any on-site services or any services in connection with Exclusions or any causes or errors which are not attributable to MobileIron and agrees to provide such services, the parties shall execute a statement of work and Reseller shall pay MobileIron for such services based on MobileIron’s then-current price list.

C. “Exclusions” shall include:

(a) Errors or defects in the ISV Product(s) that are not attributable to MobileIron or cannot be reproduced by MobileIron on unmodified ISV Product(s) copies;

(b) Errors or defects in the ISV Product(s) caused by or attributable to negligent or unauthorized use of the ISV Product(s);

(c) Errors or defects caused by third party software or hardware malfunction;

(d) Errors or defects caused by force majeure, or causes other than through ordinary use of the ISV Product(s) as permitted by MobileIron in its then-current Customer documentation;

(e) Errors or defects caused by use of the ISV Product(s) on or with hardware, software or other equipment that deviates from MobileIron’s recommendations made in the then-current Customer documentation;

(f) Modifications or additions, or attempted modifications or additions to the ISV Product(s) not performed by or provided by MobileIron;

(g) Errors or defects relating to third party software or hardware not provided by MobileIron;

(h) Maintenance or repair resulting from catastrophe, accident, neglect, misuse, fault or negligence of Customer or Reseller or causes external to the Product(s);

(i) Failures, errors or defects associated with Reseller's or Customer’s failure to implement the then-current version of the ISV Product(s); and

(j) Failures by Customer or Reseller to respond to any required action plans provided by MobileIron pursuant to a Reseller support call or otherwise.