SM Lab Participation Agreement

This Participation Agreement (“Agreement”) covers participation in the SNIA Storage Management Initiative’s SM Lab Program (“SM Lab” or “Program”) by Participating Company (“Participant”). Agreement will become effective upon acceptance by the SMI Program Manager and will automatically expire at the end of each SMI Program Year. The SMI Program Year corresponds to the SNIA Fiscal Year.

Participation in the SM Lab is on an annual basis and requires payment of an annual participation fee. Participation fees are posted on the SNIA’s website at https://www.snia.org/swordfish-ctp#join and are subject to change without notice. Participant may withdraw from the SMI or SM Lab at any time by submitting a written request to the SMI Program Manager. Withdrawal from the SMI or SM Lab more than one month after this Agreement is accepted will not relieve Participant’s obligation to pay the SMI annual membership fee and the SM Lab annual participation fee. A withdrawal from the SMI will result in a simultaneous withdrawal from the SM Lab Program.

PARTICIPATION REQUIREMENTS:

Participant agrees to comply with the following:

1. Participant must be a member of the SNIA in good standing.
2. Participant must be a member of the Storage Management Community.
3. Failure to pay SNIA membership or participation fees, according to SNIA invoicing terms, may result in loss of Participant’s SM/SM Lab voting privileges, access to SM/SM Lab meetings, activities and removal of listing from SM/SM Lab collateral.
4. Participant’s staff is eligible to participate in SM Lab only while this Agreement is in effect.
5. As a condition of participating in the SM Lab, Participant agrees that any information with respect to (i) the performance, compatibility, interoperability or testing of products available in the SM Lab, which is realized or disclosed during SM Lab participation (“Interoperability Information”) or (ii) any pre-release or prototype products, proprietary test equipment or test software identified, disclosed or operated during SM Lab participation ("Product and Test Equipment Information") is the confidential and proprietary property of the respective owners of such products. To protect the confidentiality of that Interoperability Information, including Product and Test Equipment Information (together “Information”), Participant agrees that it will not disclose any Information of any other participant participating in SM Lab (“Participant”) to any non-participating party and will hold the Information in confidence. Participant may disclose the Information to its employees and contractors on a need-to-know basis and may use the Information only for the purpose of developing its own products. Participant is allowed to inform non-participating third parties that it is working with specific other participants participating in SM Lab, but Participant agrees that it will not disclose any Information of any other participant participating in SM Lab.
6. If the Participant provides Information to contractors, Participant agrees that those contractors will be under obligations of confidentiality with respect to the Information that are at least as restrictive as this Agreement.
7. Should a Participant send a contractor to an SM Lab event or activity, the contractor may not use the event or activity to promote their company or services at the event.
8. The confidentiality obligations of the Participant herein will not apply beyond one (1) year from the date Information is present in SM Lab, nor will such obligations apply to any Information which (a) is now or hereafter becomes generally known or available in the public domain through no fault of the Participant, (b) is knowingly furnished to others by its owner without restrictions on disclosure, (c) is received from a third party not under obligation to treat the Information as confidential, or (d) is independently developed by or already in the possession of Participant.
9. Participant authorizes the SNIA to publish on its public or private website, or to make available to prospective program participants, these details about any software or equipment it deploys in the SM Lab: Make, Model and version(s) of Program-relevant  API supported, e.g. SNIA Swordfish. Participant may request in writing that the Make and Model of unreleased software or equipment be kept confidential until such software or equipment is released.
10. Participant personnel may attend SM Lab plugfests. Specific test environments or other exclusive benefits may be created and offered during plugfests; the SM Lab will have no requirement to reenact these environments or benefits outside of the scheduled plugfest.
11. The SM Lab’s infrastructure is physically located within the SNIA Innovation Lab’s facility in Centennial, Colorado. Upon approval by the SMI Governing Board Participant may install devices and servers in the SM Lab, for purposes of Program-relevant interoperability testing. All storage networking devices in the SM Lab, deployed for the purposes of interoperability testing, must be accessible by Participants via a Program-relevant API. Participant must provide the SMI Program Manager with an inventory of the equipment it plans to install prior to shipping any equipment to the SM Lab and prior to removing equipment from the SM Lab. This documentation shall be provided through completion of the Equipment Installation Request Form or Equipment Disposition Form respectively. Participant equipment in the SNIA Innovation Labs that is not participating in an approved Program activity may be powered down, disconnected from networks, moved to storage, or the Participant may be assessed hosting fees.
12. Participants are responsible for ensuring their equipment in the SM Lab is maintained.
13. Participant’s equipment may remain in place at the SNIA Innovation Labs until the end of the SM Lab Program unless the Participant is terminated from the Program, or the Participant withdraws from the Program. In such instances, the Innovation Labs staff will remove the Participant’s equipment from the SM Lab. Participant is responsible for arranging for and covering all costs to have its equipment removed from the Innovation Labs. Except for scheduled upgrades or maintenance, or for unscheduled reasons such as equipment failures or support issues, Participant shall use all reasonable efforts to keep its equipment and providers available on a 24 x 7 basis for the duration of the Program.
14. Equipment vendor Participants are required to provide non-discriminatory access to their implementations. Non-discriminatory access means access to all functionality defined in the Program-specific API specification that has been implemented by the equipment vendor. Functionality over and above the functionality defined in the Program-specific API Specification can be made available at the discretion of the Participant.
15. All physical and virtual servers installed at the SNIA Innovation Labs must have appropriate antivirus programs and operating system critical patches installed and maintained at current levels. The Participant acknowledges and agrees that the SNIA Innovation Labs staff may audit SM Lab Program servers to ensure that OS patches and antivirus software updates are current. Participants who do not maintain antivirus software and OS patch levels current may have their servers disconnected from the network until the condition is corrected.
16. Participant is responsible for all shipping arrangements and shipping costs for equipment shipped between the Participant and the SNIA Innovation Labs.
17. Contractors employed by Participant are eligible to participate in the same manner as Participant’s staff provided that:
18. Participant submits to the SM Program Manager, in writing, that the contractor is under contract with Participant, and that the contractor will adhere to all Program requirements while participating on behalf of Participant.
19. The contractor may not publicize any technical results of Program activities nor forward any web group content, or share SM web group content, with anyone except as required to meet Participant’s obligations.
20. The contractor must sign-up for SM groups using an official e-mail account under Participant’s e-mail domain, i.e., john.doe@participant-domain.com.
21. If the contractor is contracted by multiple Participating Companies, each communication (email, document posting, etc.) related to the SM must identify which Participating Company the communication relates to.
22. Contractor may not represent Participant in any official SM ballot.

The SM Lab and SNIA Innovation Labs reserve the right to schedule the maintenance of equipment and infrastructure devices from time to time. Such maintenance may impact Participant’s ability to access the SM Lab or certain devices.

Participation in the SM Lab does not grant or guarantee access or technical support to vendors’ management interfaces outside of the SM Lab. Please contact vendors individually to discuss their field distribution/access requirements.

Participants wishing to perform tests that are not Program-specific in nature, i.e., stress tests or data path-type interoperability tests, must receive written permission in advance from the Participant that owns the software or device that will be tested in addition to notifying the SM Lab Program Manager.

PROGRAM TERMINATION:

The Storage Management Community reserves the right to terminate Participating Company’s participation in the SM Lab, for cause after thirty (30) days written notice of material breach of this agreement by Participating Company without cure. Any disputes that arise regarding participation in the SM Lab or adherence to the guidelines set forth in this Agreement shall be resolved by the SM Governing Board (“Board”), provided, however, that the Board may not resolve any matter against Participant without first giving Participant thirty (30) days to resolve the problem.

Participant may terminate this Agreement at any time, with or without cause. Notification must be made in writing and faxed or e-mailed to:

SMI Program Manager

SNIA Innovation Labs

5201 Great America Parkway

Suite 320

Santa Clara, CA 95054

E-mail: smimanager@snia.org

“Participating Company or Participating Organization,” hereafter referred to as “Participant” wishes to participate in the Programs and Activities offered by or through SNIA’s Innovation Labs (collectively, the “Programs”), which may be accessed remotely or physically at 12500 East Arapahoe Road, Suite C, Cage 54, Centennial, CO 80112 (the “Premises”), and SNIA wishes to allow Participant to participate in such Programs, which may require equipment or software to be installed at Premises.

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Where applicable these General Terms and Conditions apply in conjunction with any SNIA Program Application and Agreement Form (“A&A”) or SNIA Master Agreement Form executed by Participant. In the event of a conflict between these General Terms and Conditions and an Application and Agreement Form or SNIA Master Agreement Form, these General Terms and Conditions govern.
2. Participant agrees that it assumes the full risk and responsibility of damage to or loss of its equipment while at, or in shipment to, the location of the Program, regardless of the cause thereof. Participant also agrees that it assumes the full risk and responsibility for all claims by its employees, other participants, or attendees for personal injury or property damage to the extent caused by the Participant’s acts, errors, omissions, or operation of Participant’s products, and Participant further agrees to defend, indemnify, and hold SNIA harmless from any and all such claims, provided SNIA provides prompt written notice of such claims to Participant. Participant may control the defense of SNIA with respect to any claims for which Participant has acknowledged the duty to indemnify.
3. Participant agrees that it will not access or use the hardware, software or microcode of any third party for the purposes of reverse-compiling, reverse-assembly, reverse-translating, copying, altering, downloading, distributing, corrupting, disabling, destroying, “hacking,” or interfering with any confidential or proprietary information of that third party to the extent such action violates a copyright, patent, or other proprietary right of that third party. Participant agrees not to access hardware or software to run unauthorized performance or benchmarking tests. In the event of termination or nonrenewal of this Agreement by either party, if the Participant has equipment or software installed on Premises in the Innovation Labs, the Participant shall, within a period of sixty (60) days, recover all its equipment and fully uninstall its software in a non-destructive and non-disruptive manner. SNIA shall cooperate fully in such recovery. The Participant shall be solely responsible for the cost and expenses of removing its equipment. Equipment left at the Premises of SNIA Innovation Labs longer than sixty (60) days is subject to disposal, with all disposal/destruction charges being billed to Participant.
4. BOTH PARTIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROGRAMS, SNIA Innovation Labs, OR PARTICIPANT’S PRODUCTS AND SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGMENT.
5. EXCEPT AS OTHERWISE PROVIDED IN THESE GENERAL TERMS AND CONDITIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, OR ANY DAMAGES RESULTING FROM THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOSS OF USE, OR LOSS OF DATA, WHETHER OR NOT THAT PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.