CONNECTIVITY STANDARDS ALLIANCE
PARTICIPANT MEMBER AGREEMENT
Parties:
Connectivity Standards AllianceCorporate Name ("Participant")("Alliance")

Address

508 Second Street
Suite 109B
Davis, California 95616

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

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

Connectivity Standards Alliance:

Participant:
By: _______________________

Head of Marketing & Member Services

Its: _______________________

Date Accepted:

Date: ____________________

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PARTICIPANT MEMBER AGREEMENTTERMS AND CONDITIONS
1.

Incorporation

The Alliance is organized as a non-profit mutual benefit corporation under the laws of the State of 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 thisParticipant Agreement, Participant agrees to abide by the Corporate Documents. Participant acknowledges that
the Corporate Documents may be amended from time-to-time in accordance with the provisions of the Corporate
Documents and as may be allowed 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 Participant agrees not to engage in activities for or on
behalf of 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, home and building
automation, energy management, industrial controls, PC peripherals, medical sensor applications, toys andother related applications.
The purposes for which the Alliance is organized are to:(a)Bring about the existence of a broad range of interoperable consumer and business connected
devices by promoting open industry specifications and standards;(b)

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

Educate the business and consumer communities as to the value, benefits and applications forconnected devices and services through public statements, publications, trade showsdemonstrations, seminar sponsorships and other programs established by the Alliance;(d)Protect the needs of business and consumers and increase competition among vendors bysupporting the creation and implementation of uniform, industry-standard conformance test
procedures and processes which assure the interoperability of connected devices and services;(e)

Maintain relationships and liaison with educational institutions, government research institutes,
other technology consortia, professional organizations, trade groups and other organizations that
support and contribute to the development of Alliance specifications and standards; and(f)Foster competition in the development of new products and services based on Alliance’s
specifications developed and/or adopted by the Alliance in conformance with all applicable
antitrust laws and regulations.

The Alliance and its Members shall individually and collectively be committed to open competition in thedevelopment of products, technology and services, and Members shall not be restricted in any way fromdesigning, 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
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to implement Adopted Specifications by virtue of being a Member of the Alliance.
3.

Participation as a Participant; Dues and Fees

Subject to the terms of Section 9, upon acceptance of this Participant Agreement by the Alliance and payment of
the appropriate dues and/or fees, Participant shall hold the status of a Participant of the Alliance for a period of
twelve (12) months commencing on the acceptance date. Subject to the terms of Section 9, Participant may
renew its Participant 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 Participant's membership pursuant to Section 9(d).
Participant dues and fees are non-refundable, 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 Participants 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 expirationor termination of the Participant's membership as a Participant of the Alliance, all rights and privileges provided
and/or granted to Participant and/or any Affiliate of Participant pursuant to Section 4 of this Participant
Agreement and/or pursuant to any policies and procedures of the Alliance shall terminate.
4.

Duties and Rights of Participants

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

Intellectual Property Rights

Participant 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 accordance with the provisions of the
Corporate Bylaws.
6.

Confidential Information

Except as otherwise identified by Participant, any information Participant submits or discloses to the Alliance,
including any committee or working group thereof, shall be treated as non-confidential. Information provided byParticipant may be made available to other members of the Alliance in accordance with Alliance policies. Any
information pertaining to the business of the Alliance which Participant submits or discloses to the Alliance,
including any committee or working group thereof, and which is: (a) marked by Participant as "Confidential"
information, or (b) if orally disclosed, identified as Confidential prior to disclosure and reduced to writing andmarked as Confidential within three (3) business days from the date of disclosure, shall be treated as Confidential
information with respect to third parties, except for any portion thereof that constitutes information: (c) rightfullyin the 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 thereceiving party; or (g) generally made available to third parties by the disclosing party without restriction or
disclosure. Such Participant Confidential information shall be maintained by each Member of the Alliance in
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confidence with at least the same degree of care that it uses to protect its own proprietary information and in no
event with less than reasonable care, and each Member of the Alliance that receives such Participant
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 with respect toConfidential information of Participant, the sole and exclusive remedy of Participant shall be to seek recourse
against the breaching Member of the Alliance and the Alliance shall have no liability with respect to suchbreach. Third parties seeking access to Participant's Confidential information that has been provided to the
Alliance must reach an agreement with Participant as a condition for being provided the Participant's
Confidential information. The rights and obligations set forth in this Section 6 shall expire three (3) years after
the date the Participant discloses or submits the Participant Confidential information to the Alliance or to any
other Member of the Alliance.
7.

Prohibited Activities

Participant agrees to the terms and conditions of the Antitrust Guidelines set forth on the Alliance website, assuch Antitrust Guidelines may be revised from time-to-time by the Alliance.
8.

Application to Affiliates(a)Definition"Affiliate" shall mean, with respect to Participant, any entity controlling, controlled by or under common
control with Participant, where "control" means direct or indirect ownership of or the right 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 theownership interest representing the right to make decisions for the subject entity. Notwithstanding theforegoing, Affiliate shall not mean any entity that has previously been or which is currently a Memberof the Alliance.
(b)

Rights of Affiliate

As of the effective date of this Participant Agreement and subject to all the terms of this Participant
Agreement, including without limitation, this subsection (b) and subsection (c) below, Affiliates ofParticipant shall have the right to exercise the rights and benefit from the licenses granted to Participant
hereunder, provided that such Affiliates acknowledge and agree to be bound by: (i) all terms andconditions set forth in Sections 5 through 22 of this Participant Agreement; and (ii) any policies andprocedures applicable to Participants and/or Affiliates of Participant as may be determined by the Boardof Directors from time-to-time. For purposes of the foregoing Sections of this Participant Agreement,
all references to "Participant" shall be deemed to also include such Affiliates of Participant. The rights
granted under this Section 8 shall terminate immediately upon: (iii) the Affiliate's material breach of anyof its obligations under this Section 8; or (iv) termination or expiration of this Participant Agreement
pursuant to Section 9.
(c)Right to Bind

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

Term and Termination
(a)

Term

Participant acknowledges that the Alliance shall have a perpetual corporate term. This Participant
Agreement shall commence on the acceptance date and remain in effect until the earlier of: (i) expirationof the Alliance's corporate term; (ii) such time as Participant elects not to renew its Participant status asprovided in Section 3; (iii) such time as Participant elects to voluntarily withdraw as a Participant of the
Alliance as provided in Section 9(b); and (iv) termination of Participant's status as a Participant asprovided in Section 9(c).
(b)

Voluntary Withdrawal as Participant

Upon written notice to the Alliance, Participant shall have the right to withdraw as a Participant of
the Alliance. Upon such withdrawal, Participant shall have no right to receive a refund of 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, , and subject to therequirements of Section 7341 of the California Nonprofit Corporation Law, the Alliance shall have theright to terminate Participant's status as a Participant of the Alliance for cause. The term "for cause"shall mean Participant's failure to materially comply with its obligations under this Participant Agreement.
Upon such termination, Participant shall have no right to receive a refund of any previously paid dues
and the terms of Section 9(e) shall apply.
(d)

Failure to Pay Annual or Specially Assessed Dues

Participant acknowledges that Participant status is conferred on an annual basis and that any renewalof participation, or in the case of a special assessment, continuation of participation, is contingent upon
payment of the applicable dues. If Participant fails to pay the applicable annual or special assessment
dues when required: (i) Participant'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 case of failure to pay the specially assessed dues; (ii)
Participant shall be entitled to continue participation only upon re-application to the Alliance; (iii)
Participant waives any notice or process requirements in connection with such non-renewal and/or
termination of membership status; and (iv) the terms of Section 9(e) shall apply.
(e)Survival

Upon expiration or termination of a Participant's status as a Participant of the Alliance: (i) the following
terms shall survive: (A) this Section 9(e) and Sections 6, 11 and 12 of this Participant Agreement;and (B) Sections 2 and 3 of the IPR Policy with respect to Necessary Claims of the Participant and ofother Members incorporated into or a part of any Adopted Specifications existing prior to the effective
date of expiration or termination of such Participant's status as a Participant; and (ii) the terms of
Sections 2 and 3 of the IPR Policy shall not apply to any portions of Proposed Specifications which havebeen expressly identified and affirmatively withdrawn from the Proposed Specifications by such
Participant prior to the effective date of expiration or termination of such Participant's status as a
Participant.

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10.

Disclaimer of Warranties

NEITHER PARTY HERETO MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,WITH RESPECT TO ANY SOFTWARE, DOCUMENTATION, INTERFACES, SAMPLE IMPLEMENTATIONS,SPECIFICATIONS OR ANY OTHER ITEMS PROVIDED OR MADE AVAILABLE TO PARTICIPANT, THE
ALLIANCE OR ANY OTHER MEMBER OF THE ALLIANCE, OR WITH RESPECT TO ANY STANDARD OR
INTERFACE OR SPECIFICATIONS APPROVED, PROMOTED OR ENDORSED BY THE ALLIANCE OR ANYOTHER MEMBER OF THE ALLIANCE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIESOF 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 SUCH ITEMS AREPROVIDED 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 the other 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 the foregoing, with respect to Participant's
participation in the Alliance, the Alliance shall not be liable to Participant for any direct, indirect, incidental,
consequential, special or punitive damages including, without limitation, lost profits, sustained or incurred byParticipant which are not attributable to the actions or inactions of the Alliance under this Participant Agreement.
12.

Indemnification

Participant shall indemnify, defend and hold harmless the Alliance and its directors, officers, employees,
representatives, agents, attorneys, successors and assigns (collectively, the "Indemnified Parties") from andagainst any and all claims, suits, proceedings, liabilities, obligations, judgments, causes of action, costs andexpenses (including reasonable attorneys' fees) to the extent arising out of or resulting from Participant's failure
to materially comply with any of its obligations under this Participant Agreement. The Indemnified Parties
promptly shall notify Participant of any such claims, suits or proceedings and, at Participant's sole cost andexpense, reasonably cooperate with Participant in the defense of such claims, suits or proceedings. Participant'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 the activities of such persons
related to the business of the Alliance.
14.

Notices

Any written notice required or permitted to be delivered pursuant to this Participant Agreement shall be inwriting 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 suchovernight delivery is received by the sender; (d) one (1) business day after deposit with a national overnight
courier, provided that such overnight delivery is received by the sender; and/or (e) by email to Participant's email
address on file, which notice shall be deemed received when sent by the Alliance; provided that in each caseunder subsections (a) through (d) addressed to the following:
If to Participant:
The Contact/Representative at the address identified on the cover page of this Participant Agreement.
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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 notice given to theother.
15.

Binding Nature and Assignment; Transfer of Membership Interest

This Participant Agreement shall be binding on the parties and their successors and assigns. Participant shallnot assign or otherwise transfer its membership interest nor this Participant Agreement, or any part hereof,
whether by operation of law, change of control (including a merger, exchange of stock or otherwise) or otherwise,
without the prior written consent of the Alliance. Any assignment or transfer or attempted assignment or transfer
by Participant in violation of the terms of this Section shall be null and void and of no force or effect.
16.

Certification of Products; Use of Trademarks and Logos

Participant acknowledges and agrees that use of Alliance trademarks and logos are highly proprietary to andregulated by Alliance, and that no product or service manufactured by Participant shall be marked, packaged,
sold or distributed using Alliance trademarks or logos without complying with the certification processes andpolicies 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-timeby the Alliance ("Trademark and Logo Usage Guidelines and Terms"). Without limiting the foregoing, at all
times Participant shall comply with the Trademark and Logo Usage Guidelines and Terms. Further, to theextent Participant becomes aware of any other member or non-member of Alliance not complying with theTrademark and Logo Usage Guidelines and Terms, Participant will report such non-compliance to Alliance.
Participant shall have the right to list the Alliance's name and logo on Participant's website and in advertising andpromotional materials in accordance with and subject to the Trademark and Logo Usage Guidelines and Terms.
Participant agrees that the Alliance shall have the right to list Participant's name and logo on the Alliance website
and in advertising and promotional materials, in accordance with written instructions provided to Alliance byParticipant. Except as provided herein or as may be agreed by the parties in writing, neither party shall use thename or any trademark or logo of the other party without such other party's prior written consent.
17.

Counterparts

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

Severability

If any provision of this Participant 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 ofthis Participant Agreement, but this Participant Agreement shall be construed as not containing the particularprovision or provisions held to be invalid or unenforceable.

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19.

WaiverNo delay or omission by either party to exercise any right occurring upon any noncompliance or default by theother party with respect to any of the terms of this Participant Agreement shall impair any such right or power orbe 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 be construed to be a waiver of any succeeding breach
thereof or of any covenant, condition or agreement herein contained.
20.

Governing Law

This Participant Agreement, and all the rights and duties of the parties arising from or relating in any way to thesubject matter of this Participant Agreement or the transaction(s) contemplated by it, shall be 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 the substantive laws of another jurisdiction).
21.

Relationship of Parties

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

Entire Agreement; Modifications

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

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