CONNECTIVITY STANDARDS ALLIANCEADOPTER MEMBER AGREEMENT
Parties:
Connectivity Standards AllianceCorporate Name ("Adopter")("Alliance")

Address

508 Second Street
Suite 109B
Davis, California 95616

City, State, Zip CodeContact Name
E-Mail Address
Phone

This Adopter Member Agreement ("Adopter Agreement") is made as of the date acceptedby the Alliance as set forth below. By executing this Adopter Agreement, Adopter agrees tobe bound by the terms and conditions attached to this cover page.

Connectivity Standards Alliance:

Adopter:

Head of Marketing & Member Services
Date Accepted:

By:
Its:
Date:

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Revision Date: 02/03/22

ADOPTER MEMBER AGREEMENTTERMS AND CONDITIONS
1.

Incorporation

The Alliance is organized as a non-profit mutual benefit corporation under the laws of the Stateof California. The Articles of Incorporation and Corporate Bylaws of the Alliance are set forth on
the Alliance website, as such documents may be amended by the Alliance from time-to- time("Corporate Documents"). By executing this Adopter Agreement, Adopter agrees to abide by the
Corporate Documents. Adopter acknowledges that the Corporate Documents may be amended
from time-to-time in accordance with the provisions of the Corporate Documents and as may beallowed by law. The Alliance has filed for tax exempt status under Section 501(c)(6) of the Internal
Revenue Code of 1986, as amended, and Adopter agrees not to engage in activities for or on behalfof the Alliance that may adversely affect the nonprofit or tax-exempt status of the Alliance.
2.

Purposes of the Alliance

The Alliance is formed to promote the use of connected devices for consumer electronics, homeand building automation, energy management, industrial controls, PC peripherals, medical sensor
applications, toys and other related applications.
The purposes for which the Alliance is organized are to:

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(a)

Bring about the existence of a broad range of interoperable consumer and businessconnected devices by promoting open industry specifications and standards;(b)

Provide a forum and environment whereby members of the Alliance ("Members")
may meet to approve suggested revisions and enhancements to Alliancespecifications and standards; coordinate with appropriate agencies and bodies toalign, promote and harmonize specifications and standards; and provide a forum
whereby users may meet with developers and providers of related products andservices to identify requirements for interoperability and general usability;(c)

Educate the business and consumer communities as to the value, benefits andapplications for connected devices and services through public statements,
publications, trade shows demonstrations, seminar sponsorships and otherprograms established by the Alliance;(d)Protect the needs of business and consumers and increase competition among
vendors by supporting the creation and implementation of uniform, industrystandard conformance test procedures and processes which assure theinteroperability of connected devices and services;(e)

Maintain relationships and liaison with educational institutions, government research
institutes, other technology consortia, professional organizations, trade groups andother organizations that support and contribute to the development of Alliancespecifications and standards; and

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(f)

Foster competition in the development of new products and services based on
Alliance’s specifications developed and/or adopted by the Alliance in conformancewith all applicable antitrust laws and regulations.

The Alliance and its Members shall individually and collectively be committed to open competitionin the development of products, technology and services, and Members shall not be restricted inany way from designing, developing, marketing and/or procuring hardware, software, systems,
technology or services. Implementation or use of specific Adopted Specifications is voluntary. No
Member shall be required or obliged to implement Adopted Specifications by virtue of being a
Member of the Alliance.
3.

Participation as an Adopter; Dues and Fees

Subject to the terms of Section 9, upon acceptance of this Adopter Agreement by the Alliance andpayment of the appropriate dues and/or fees, Adopter shall hold the status of an Adopter of the
Alliance for a period of twelve (12) months commencing on the acceptance date. Subject to theterms of Section 9, Adopter may renew its Adopter status for subsequent twelve (12) month periods
by paying any then-current annual dues and/or fees established by the Board of Directors. Failure
to pay annual or specially assessed dues and/or fees when due shall result in termination and/or
non-renewal of Adopter's membership pursuant to Section 9(d). Adopter dues and fees are nonrefundable, except in the case of a distribution upon the event of a dissolution as set forth in the
Corporate Bylaws. The Board of Directors may increase or decrease the annual dues and/or fees
required of Adopters in accordance with the Corporate Bylaws. All dues and fees shall be used infurtherance of the purposes of the Alliance. Subject to the survival provisions of Section 9(e),upon expiration or termination of the Adopter's membership as an Adopter of the Alliance, all rights
and privileges provided and/or granted to Adopter and/or any Affiliate of Adopter pursuant to
Section 4 of this Adopter Agreement and/or pursuant to any policies and procedures of the Allianceshall terminate.
4.

Duties and Rights of Adopters

The duties, rights, privileges and obligations of Adopters shall be determined by the Board of
Directors from time-to-time. Unless otherwise determined by the Board of Directors, Adopter shallnot be entitled to any voting rights with respect to the business or proceedings of the Alliance.
The designated contact and representative of Adopter is identified by Adopter on the first page ofthis Adopter Agreement. The designated representative of Adopter may be changed by Adopter
from time-to-time upon prior written notice to the Alliance.
If Adopter is a consortium, association or other similar organization or otherwise has members orsponsors, the rights and privileges granted to Adopter as an Adopter shall extend only to Adopter,and not to Adopter's members or sponsors.
5.

Intellectual Property Rights

Adopter agrees to the terms and conditions of the Intellectual Property Rights ("IPR") Policy set
forth on the Alliance website, as such IPR Policy may be revised from time-to-time in accordancewith the provisions of the Corporate Bylaws.

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6.

Confidential Information

Except as otherwise identified by Adopter, any information Adopter submits or discloses to the
Alliance, including any committee or working group thereof, shall be treated as non-confidential.
Information provided by Adopter may be made available to other members of the Alliance inaccordance with Alliance policies. Any information pertaining to the business of the Alliance which
Adopter submits or discloses to the Alliance, including any committee or working group thereof, andwhich is: (a) marked by Adopter as "Confidential" information, or (b) if orally disclosed, identified
as Confidential prior to disclosure and reduced to writing and marked as Confidential within three(3) business days from the date of disclosure, shall be treated as Confidential information withrespect to third parties, except for any portion thereof that constitutes information: (c) rightfully inthe public domain other than by a breach of a duty to the disclosing party; (d) rightfully received
from a third party without any obligation of confidentiality; (e) rightfully known to the receiving party
without any limitation on use or disclosure prior to its receipt from the disclosing party; (f)independently developed by employees of the receiving party; or (g) generally made available tothird parties by the disclosing party without restriction or disclosure. Such Adopter Confidential
information shall be maintained by each Member of the Alliance in confidence with at least the same
degree of care that it uses to protect its own proprietary information and in no event with less thanreasonable care, and each Member of the Alliance that receives such Adopter Confidential
information shall only use such Confidential information for the Alliance purpose for which it was
submitted. In the event a Member of the Alliance breaches the obligation of confidentiality withrespect to Confidential information of Adopter, the sole and exclusive remedy of Adopter shall be
to seek recourse against the breaching Member of the Alliance and the Alliance shall have noliability with respect to such breach. Third parties seeking access to Adopter's Confidential
information that has been provided to the Alliance must reach an agreement with Adopter as acondition for being provided the Adopter's Confidential information. The rights and obligations set
forth in this Section 6 shall expire three (3) years after the date the Adopter discloses or submits
the Adopter Confidential information to the Alliance or to any other Member of the Alliance.
7.

Prohibited Activities

Adopter agrees to the terms and conditions of the Antitrust Guidelines set forth on the Alliancewebsite, as such Antitrust Guidelines may be revised from time-to-time by the Alliance.
8.

Application to Affiliates(a)Definition"Affiliate" shall mean, with respect to Adopter, any entity controlling, controlled by or undercommon control with Adopter, where "control" means direct or indirect ownership of or theright to exercise: (i) greater than fifty percent (50%) of the outstanding shares or securities
entitled to vote for the election of directors or similar managing authority of the subject entity;or (ii) greater than fifty percent (50%) of the ownership interest representing the right tomake decisions for the subject entity. Notwithstanding the foregoing, Affiliate shall not mean
any entity that has previously been or which is currently a Member of the Alliance.
(b)

Rights of Affiliate

As of the effective date of this Adopter Agreement and subject to all the terms of this

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Adopter Agreement, including without limitation, this subsection (b) and subsection (c)below, Affiliates of Adopter shall have the right to exercise the rights and benefit from thelicenses granted to Adopter hereunder, provided that such Affiliates acknowledge and agree
to be bound by: (i) all terms and conditions set forth in Sections 5 through 22 of this Adopter
Agreement; and (ii) any policies and procedures applicable to Adopters and/or Affiliates of
Adopter as may be determined by the Board of Directors from time-to- time. For purposesof the foregoing Sections of this Adopter Agreement, all references to "Adopter" shall bedeemed to also include such Affiliates of Adopter. The rights granted under this Section
8 shall terminate immediately upon: (iii) the Affiliate's material breach of any of its obligations
under this Section 8; or (iv) termination or expiration of this Adopter Agreement pursuant
to Section 9.
(c)Right to Bind

An Affiliate of Adopter shall not have the right to exercise the rights granted to Adopter
hereunder until the Board of Directors, or at the direction of the Board of Directors, an officerof the Alliance reviews and approves of such Affiliate’s participation in the Alliance throughthis Adopter Agreement. As a condition of such approval, the Board of Directors, or at thedirection of the Board of Directors, an officer of the Alliance, may require written
documentation that such Affiliate has duly authorized Adopter and/or Adopter has thecorporate authority to bind such Affiliate. The Board of Directors, or at the direction of theBoard of Directors, an officer of the Alliance, may require additional proof of the relationshipbetween Adopter and such Affiliate and/or may impose additional conditions or terms
governing such Affiliate's participation in the Alliance through this Adopter Agreement at any
time, including, without limitation, prior to any access and/or use of any intellectual property
or Confidential information by Adopter and/or any Affiliate under the terms of this Adopter
Agreement.
9.

Term and Termination
(a)

Term

Adopter acknowledges that the Alliance shall have a perpetual corporate term. This Adopter
Agreement shall commence on the acceptance date and remain in effect until the earlierof: (i) expiration of the Alliance's corporate term; (ii) such time as Adopter elects not torenew its Adopter status as provided in Section 3; (iii) such time as Adopter elects tovoluntarily withdraw as an Adopter of the Alliance as provided in Section 9(b); and (iv)termination of Adopter's status as an Adopter as provided in Section 9(c).
(b)

Voluntary Withdrawal as Adopter

Upon written notice to the Alliance, Adopter shall have the right to withdraw as an Adopterof the Alliance. Upon such withdrawal, Adopter shall have no right to receive a refundof any previously paid dues, and the terms of Section 9(e) shall apply.
(c)Termination of Membership

Upon the affirmative vote of not less than two-thirds (2/3) of the Board of Directors, , andsubject to the requirements of Section 7341 of the California Nonprofit Corporation Law, theAlliance shall have the right to terminate Adopter's status as an Adopter of the Alliance forcause. The term "for cause" shall mean Adopter's failure to materially comply with its
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obligations under this Adopter Agreement. Upon such termination, Adopter shall have noright to receive a refund of any previously paid dues and the terms of Section 9(e) shallapply.
(d)

Failure to Pay Annual or Specially Assessed Dues

Adopter acknowledges that Adopter status is conferred on an annual basis and that any
renewal of participation, or in the case of a special assessment, continuation of participation,is contingent upon payment of the applicable dues. If Adopter fails to pay the applicableannual or special assessment dues when required: (i) Adopter's status in the Alliance will
not be renewed in the case of failure to pay the annual dues or will be terminated in the caseof failure to pay the specially assessed dues; (ii) Adopter shall be entitled to continue
participation only upon re-application to the Alliance; (iii) Adopter waives any notice orprocess requirements in connection with such non-renewal and/or termination ofmembership status; and (iv) the terms of Section 9(e) shall apply.
(e)Survival

Upon expiration or termination of an Adopter's status as an Adopter of the Alliance: (i) the
following terms shall survive: (A) this Section 9(e) and Sections 6, 11 and 12 of this Adopter
Agreement; and (B) Sections 2 and 3 of the IPR Policy with respect to Necessary Claimsof the Adopter and of other Members incorporated into or a part of any Adopted
Specifications existing prior to the effective date of expiration or termination of such
Adopter's status as an Adopter; and (ii) the terms of Sections 2 and 3 of the IPR Policy shallnot apply to any portions of Proposed Specifications which have been expressly identified
and affirmatively withdrawn from the Proposed Specifications by such Adopter prior to theeffective date of expiration or termination of such Adopter's status as an Adopter.
10.

Disclaimer of Warranties

NEITHER PARTY HERETO MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESSOR IMPLIED, WITH RESPECT TO ANY SOFTWARE, DOCUMENTATION, INTERFACES,SAMPLE IMPLEMENTATIONS, SPECIFICATIONS OR ANY OTHER ITEMS PROVIDED OR
MADE AVAILABLE TO ADOPTER, THE ALLIANCE OR ANY OTHER MEMBER OF THE
ALLIANCE, OR WITH RESPECT TO ANY STANDARD OR INTERFACE OR SPECIFICATIONSAPPROVED, PROMOTED OR ENDORSED BY THE ALLIANCE OR ANY OTHER MEMBER
OF THE ALLIANCE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT ANY OF THE
FOREGOING ITEMS DO NOT INFRINGE OR CONSTITUTE A MISAPPROPRIATION OF THE
PROPRIETARY RIGHTS OF ANY THIRD PARTIES. EACH PARTY AGREES THAT ALL SUCHITEMS ARE PROVIDED OR MADE AVAILABLE HEREUNDER "AS IS."11.

Limitation of Liability

Except for the indemnity obligations under Section 12 below, neither party shall be liable to theother for any indirect, special, exemplary, consequential, special or punitive damages, including
without limitation, lost profits even if advised of the possibility of such damages. In addition to theforegoing, with respect to Adopter's participation in the Alliance, the Alliance shall not be liable to
Adopter for any direct, indirect, incidental, consequential, special or punitive damages

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including, without limitation, lost profits, sustained or incurred by Adopter which are not attributable
to the actions or inactions of the Alliance under this Adopter Agreement.
12.

Indemnification

Adopter shall indemnify, defend and hold harmless the Alliance and its directors, officers,
employees, representatives, agents, attorneys, successors and assigns (collectively, the"Indemnified Parties") from and against any and all claims, suits, proceedings, liabilities,
obligations, judgments, causes of action, costs and expenses (including reasonable attorneys' fees)to the extent arising out of or resulting from Adopter's failure to materially comply with any of its
obligations under this Adopter Agreement. The Indemnified Parties promptly shall notify Adopter ofany such claims, suits or proceedings and, at Adopter's sole cost and expense, reasonably
cooperate with Adopter in the defense of such claims, suits or proceedings. Adopter's cumulative
liability pursuant to this Section 12 shall not exceed One Hundred Thousand Dollars ($100,000).
13.

Insurance

The Alliance may purchase and maintain insurance on behalf of any person who is or was a director,
committee member, officer, employee or working group member of the Alliance covering theactivities of such persons related to the business of the Alliance.
14.

Notices

Any written notice required or permitted to be delivered pursuant to this Adopter Agreement shallbe in writing and shall be deemed delivered: (a) upon delivery if delivered in person; (b) three (3)business days after deposit in the United States mail, registered or certified mail, return receipt
requested, postage prepaid; (c) upon transmission if sent via telecopier, with a confirmation copy
sent via overnight mail, provided that such overnight delivery is received by the sender;(d) one (1) business day after deposit with a national overnight courier, provided that such overnightdelivery is received by the sender; and/or (e) by email to Adopter's email address on file, whichnotice shall be deemed received when sent by the Alliance; provided that in each case undersubsections (a) through (d) addressed to the following:
If to Adopter:
The Contact/Representative at the address identified
on the cover page of this Adopter Agreement
If to the Alliance:
Connectivity Standards Alliance
508 Second Street, Suite 109B
Davis, CA 95616
Attention: Senior Director of Operations
Email: notices@csa-iot.org
or to such other individual or address as may be specified by either party hereto upon noticegiven to the other.

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15.

Binding Nature and Assignment; Transfer of Membership Interest

This Adopter Agreement shall be binding on the parties and their successors and assigns. Adopter
shall not assign or otherwise transfer its membership interest nor this Adopter Agreement, or any
part hereof, whether by operation of law, change of control (including a merger, exchange of stockor otherwise) or otherwise, without the prior written consent of the Alliance. Any assignment ortransfer or attempted assignment or transfer by Adopter in violation of the terms of this Section shallbe null and void and of no force or effect.
16.

Certification of Products; Use of Trademarks and Logos

Adopter acknowledges and agrees that use of Alliance trademarks and logos are highly proprietary
to and regulated by Alliance, and that no product or service manufactured by Adopter shall bemarked, packaged, sold or distributed using Alliance trademarks or logos without complying withthe certification processes and policies adopted by Alliance and only then in strict compliance with
the Alliance’s Trademark and Logo Usage Guidelines and Terms published on the Alliance’s
website, as may be updated or amended from time-to-time by the Alliance ("Trademark and Logo
Usage Guidelines and Terms"). Without limiting the foregoing, at all times Adopter shall comply
with the Trademark and Logo Usage Guidelines and Terms. Further, to the extent Adopter becomesaware of any other member or non-member of Alliance not complying with the Trademark and Logo
Usage Guidelines and Terms, Adopter will report such non-compliance to Alliance.
Adopter shall have the right to list the Alliance's name and logo on Adopter's website and inadvertising and promotional materials in accordance with and subject to the Trademark and Logo
Usage Guidelines and Terms. Adopter agrees that the Alliance shall have the right to list Adopter's
name and logo on the Alliance website and in advertising and promotional materials, in accordancewith written instructions provided to the Alliance by Adopter. Except as provided herein or as may
be agreed by the parties in writing, neither party shall use the name or any trademark or logo of theother party without such other party's prior written consent.
17.

Counterparts

This Adopter Agreement may be executed in one (1) or more duplicate originals, all of which
together shall be deemed one and the same instrument.
18.

Severability

If any provision of this Adopter Agreement is found by a court of competent jurisdiction to be invalid
or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable
any other part of this Adopter Agreement, but this Adopter Agreement shall be construed as notcontaining the particular provision or provisions held to be invalid or unenforceable.
19.

WaiverNo delay or omission by either party to exercise any right occurring upon any noncompliance ordefault by the other party with respect to any of the terms of this Adopter Agreement shall impair
any such right or power or be construed to be a waiver thereof. A waiver by either of the parties
hereto of any of the covenants, conditions or agreements to be performed by the other shall not

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be construed to be a waiver of any succeeding breach thereof or of any covenant, condition or
agreement herein contained.
20.

Governing Law

This Adopter Agreement, and all the rights and duties of the parties arising from or relating in any
way to the subject matter of this Adopter Agreement or the transaction(s) contemplated by it, shallbe governed by, construed and enforced in accordance with the laws of the State of California(excluding any conflict of laws provisions of the State of California that would refer to and apply thesubstantive laws of another jurisdiction).
21.

Relationship of Parties

Nothing set forth in this Adopter Agreement shall be deemed or construed to render the parties as
joint venturers, partners or employer and employee.
22.

Entire Agreement; Modifications

This Adopter Agreement, together with the Corporate Documents, sets forth the entire, final andexclusive agreement between the parties as to the subject matter hereof and supersedes all priorand contemporaneous agreements, understandings, negotiations and discussions, whether oral or
written, between the parties. This Adopter Agreement may be modified only pursuant to a writing
executed by authorized representatives of the Alliance and Adopter.

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