REVISED SD CARD ASSOCIATION MEMBERSHIP AGREEMENT
This SD CARD ASSOCIATION MEMBERSHIP AGREEMENT (“Agreement”) is madeby and between the SD Card Association (“SD Association”), a California membershipcorporation having its principal place of business at 5000 Executive Parkway, Suite 302 San
Ramon, CA 94583, U.S.A. and ____________________________________________________,
a _____________________ corporation, with a principal place of business at_____________________________________________________________________________,(“Member”) and is effective as of the later of the two (2) signature dates below (the “EffectiveDate”).
WHEREAS, SD Association has been formed to develop and promote specifications for
portable storage utilized in mobile phones, digital cameras, MP3 music players, personal
computers, printers, car navigation systems, electronic books, and other consumer electronic
devices;
WHEREAS, Member desires to participate in SD Association, subject to all the terms andconditions stated in this Agreement; andWHEREAS, SD Association is willing to allow Member participation in the SD
Association under the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
1.
DEFINITIONS. For purposes hereof, the following capitalized terms shall have therespective meanings provided below:
1.1“Agreement” shall mean this SD Card Association Membership Agreement,
including all documents referenced herein, and any and all amendments to the Agreement and/or
such document.
1.2“Antitrust Policy” shall mean the SD Association Antitrust Guidelines as amended
from time to time by SD Association during the term of this Agreement, the current version of
which
islocatedontheSD
Association
Websiteathttps://www.sdcard.org/pdf/antitrustguidelines.pdf.
1.3“Bylaws” shall mean the Amended and Restated Bylaws of the SD Card
Association as amended from time to time by SD Association during the term of this Agreement,
the current version of which is located on the SD Association Website athttps://www.sdcard.org/pdf/SD_Card_Association_A&R_Bylaws.pdf.
1.4“Content Protection for Recordable Media” shall mean a specific technologythat helps to prevent unauthorized reproduction and/or manipulation of digital and/or electronic
content and that is licensed by a separate agreement from the entity known as 4C Entity, LLC, a
Delaware limited liability company.
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11.5“Essential Patent Claims” shall mean claims of a patent or patent application
which would be necessarily and unavoidably infringed by the making, having made, designing,
using, offering for sale, selling, importing, exporting, leasing or disposing by other means of thoseportions of a product that implements the secure digital technology in compliance with the SD
Group Specifications in a particular country in the absence of a license or other authorization fromthe owner of such patent claims in such country. As used herein, “infringe” includes direct
infringement, contributory infringement and/or inducement of infringement. Essential Patent
Claims shall not include patent claims for a format that is independently adopted by third parties
but incorporated and referenced in the SD Specifications, nor shall it include Semiconductor
Memory Technology or semiconductor process/packaging technologies.
1.6“IP Policy” shall mean SD Card Association Intellectual Property Policy asamended from time to time by SD Association during the term of this Agreement, the current
versionof
whichislocatedontheSD
Association
Websiteathttps://www.sdcard.org/pdf/SDA_IPpolicy.pdf.
1.7“New Form Factor Specifications” shall mean specifications adopted by SD
Association that are not part of the SD Specifications and are not applicable to the form factor
standards described by the SD Specifications.
1.8“SDA Pictographs” shall mean the pictographs used to indicate functions,
technical formats or functional extensions which utilize, in whole or in part, SD Association
Specifications and are formally adopted by SD Association.
1.9“SD Ancillary Products” shall mean products, or parts or software thereof, that:(i) in whole or in part comply with all applicable portions of Part 1, Part 2 or Part 3 of the SD
Specifications; AND (ii) are interoperable with SD Host Products or SD Memory Cards. SD
Ancillary Products include, but are not limited to, adapters and software applications, and SD I/O
Cards, but do NOT include SD Host Products, SD Memory Cards, other products incorporating
semiconductor memory products (including but not limited to flash memory, ROM or RAM) used
for data storage in accordance with Part 2 of the SD Specifications, flash memory storage devices,or flash memory controllers.
1.10 “SD Association Specifications” shall mean (i) the incremental portions that
constitute any material revisions or a New Version of the SD Group Specifications, (ii) Parts 5 15, A1 – A5, and E1 - E7 of those specification licensed under the SD Card Association License
Agreement, and (iii) any specification or specification part that incorporates any portion of theforegoing.
1.11 “SD Card Association License Agreement” shall mean the separate license
agreement by which SD Association licenses certain technology, including without limitation
certain SD Association Specifications and SDA Pictographs, relating to SD Products.
1.12 “SD Logos” shall mean the trademark rights, copyrights and other rights owned by
SD-3C, LLC in and to certain logos of SD Products as well as design patents associated with SD
Products.

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1.13 “SD Group” shall mean collectively Panasonic Corporation, SanDisk LLC andKIOXIA Corporation and their respective affiliates.
1.14 “SD Group Specifications” shall mean the specifications established by the SD
Group for flash memory cards defined by Versions 1.0 and 1.01 of the SD Physical Specification(Part 1 of the SD Specifications), the SD Logical Specification (Part 2 of the SD Specifications),
the SD Security Specification (Part 3 of the SD Specifications) and the SD Audio Specification(Part 4 of the SD Specifications), including any corrections or other non-material changes madethereto by SD Group and any portion of the forgoing incorporated into any specification or
specification part.
1.15 “SD Host Products” shall mean Standalone products, or parts or software thereof,
which actually host SD Memory Cards and comply with Part 1 and Part 2, and all other applicableportions of the SD Specifications.
1.16 “SD I/O Cards” shall mean SD Ancillary Products that: (i) are capable ofperforming any function other than memory storage, wherein for the purposes of this section“memory storage” shall mean the storage of any data in a non-volatile memory device, regardlessof whether the non-volatile memory storage device is used for the storage of executable code, nonexecutable code, drivers, or any other type of data or information (e.g., Supplemental Code Area
or SD Memory as described in Part E-1 of the SD Specifications); (ii) comply with Part 1 of the
SD Specifications; and (iii) comply wholly or in part with Part E-1 of the SD Specifications. I/O
cards that include Supplemental Code Area, SD Memory or any other type of memory storage will
be licensed by the SD-3C, LLC under a separate license agreement.
1.17 “SD Memory Cards” shall mean semiconductor memory products (including but
not limited to flash memory, ROM, RAM and I/O cards (with memory storage capacity)) otherthan SD I/O Cards, or parts or software thereof, that comply with all of Part 1, Part 2 and Part 3 of
the SD Specifications. SD Memory Cards also include, but are not limited to, embedded productsthat comply with Part 1 (except the form factor), Part 2 and Part 3 of the SD Specifications.
1.18 “SD Memory Card License” shall mean the separate license agreement by which
SD-3C, LLC licenses certain technology, including without limitation SD Group Specifications,
SD Logos and Essential Patent Claims of the SD Group, relating to SD Memory Cards.
1.19 “SD Products” shall mean the SD Host Products, SD Ancillary Products and SD
Memory Cards.
1.20 “SD Specifications” shall mean the SD Group Specifications and the SD
Association Specifications collectively.
1.21 “SD-3C, LLC” shall mean a Delaware limited liability company having its
registered office at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, U.S.A
formed by the SD Group to administer intellectual property rights of the SD Group in SD related
technology
1.22 “SD-3C Host/Ancillary Product License Agreement” shall mean the separate
license agreement by which SD-3C, LLC licenses certain technology, including without limitation
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SD Group Specifications, SD Logos and Essential Patent Claims of the SD Group, relating to SD
Host Products and SD Ancillary Products.
1.23 “Semiconductor Memory Technology” shall mean technology including patentclaims relating to the development, design, manufacture or sale of any semiconductor memory
devices.
1.24 “Standalone” with respect to a device shall mean that the device is capable offunctioning without relying on interaction or attachment to another independent device.
1.25 “Related Entities” shall mean, with respect to Member, the Member and any
corporation, firm, partnership, proprietorship, or other legally recognizable form of business entity,
in whatever country organized or resident, that directly or indirectly owns or controls, is owned orcontrolled by or is in common ownership or control with Member. For the purpose of thisdefinition, “ownership” shall mean more than fifty percent (50%) beneficial ownership of theequity securities or interests of the legally recognizable entity or the ability to vote more than fifty
percent (50%) of the aggregate votes cast at a partner or shareholder meeting (or the ability tocontrol any single class of votes), in each case, only so long as such ownership or voting rights
continue. For the purpose of this definition, “control” shall mean the power to direct or cause thedirection of the management or policies of such legally recognizable entity, directly or indirectly,
whether through the ownership of voting shares, by contract or otherwise.
1.26 “Wholly Owned Subsidiaries” means, with respect to any General Member or
Executive Member of the SD Association, any corporation, firm, partnership, proprietorship, orother legally recognizable form of business entity, in whatever country organized or resident,
which such member directly or indirectly owns or controls one hundred percent (100%) of theequity securities or interests of the legally recognizable entity, in each case, only so long as suchownership or voting rights continue. For the purpose of this definition, “control” shall mean theMember’s exclusive power to direct or cause the vote of one hundred percent (100%) of theaggregate votes cast at any partner, member, owner or shareholder meeting of such legally
recognizable entity through the ownership of voting shares, by contract or otherwise.
2.

MEMBERSHIP CONDITIONS AND PRIVILEGES

2.1
Membership. This Agreement is subject to acceptance by the Membership
Committee as defined in the Bylaws based upon compliance with the requirements set forth in thisSection 2 and shall not be effective until signed by SD Association. Two forms of membershipare currently available from SD Association: Executive Membership and General Membership.
The type of membership applicable to Member is indicated in Section 4.1 set forth below.
2.2
Policies and Procedures. Member acknowledges that it has read and understood,
and hereby agrees to and shall abide by, the terms of the following documents of SD Association(hereinafter collectively “Policies and Procedures”): Bylaws, Antitrust Policy, IP Policy, anyother SD Association policies and regulations as adopted by SD Association, and any rules andprocedures promulgated by its technical committee or other committees from time to time during
the term of this Agreement. Such Policies and Procedures are incorporated in the Agreement as
though fully set forth herein. SD Association will provide notice of and Member is responsible
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for reviewing, any updates and modifications made to such Policies and Procedures during theterm of this Agreement. Member shall be bound by updates and modifications made to such
Policies and Procedures during the term of this Agreement unless it resigns the membership as set
forth in Section 7.3 within thirty (30) days of such notice.
2.3

Executive Membership.

(i)
Conditions of Executive Membership. Without limiting the applicability of
any other provision of this Agreement or the Bylaws, Executive Members of SD
Association who shall have the right to vote in accordance with Section 2.3 of the Bylaws,
shall be business entities which meet and maintain the criteria set forth in Section 2.2 of
the Bylaws.
(ii)
Privileges of Executive Membership. Each Executive Member in goodstanding shall be entitled to rights set forth in Section 2.3 of the Bylaws.
(iii) No more than one Executive Membership may be held by and among
Related Entities at any one time. There shall be no restriction on the number of General
Memberships that may be held by Related Entities.
2.4

General Membership.

(i)
Conditions of General Membership Without limiting the applicability of
any other provision of this Agreement or the Bylaws, any person or entity (whether
corporation, partnership, sole proprietorship, firm, natural person, or organization, andincluding without limitation colleges, universities, and other institutes of higher learning)
shall have the right to be a General Member if such person or entity meets the criteria set
forth in Section 2.4 of the Bylaws.
(ii)
Privileges of General Membership. Each General Member in good standing
shall be entitled to the rights set forth in Section 2.5 of the Bylaws.
2.5
Compliance. Member hereby agrees to comply with the conditions of its applicablelevel of membership during the term of this Agreement.
2.6
Wholly Owned Subsidiaries. Wholly Owned Subsidiaries of Executive Members
and/or General Members may be afforded the benefits of a General Member as set forth in
Section 2.4 (ii) without the additional payment of dues, assessments and fees. To extend such
benefits to such Wholly Owned Subsidiary, (a) the Wholly Owned Subsidiary meet the criteria for
a General Member set forth in Section 2.4(i); (b) the applicable Member must list the Wholly
Owned Subsidiary on Exhibit A attached hereto, and (c) the applicable Member must promptly
provide a copy of Exhibit B (Subsidiary Agreement) for each such listed entity to the SD
Association, executed by the applicable Wholly Owned Subsidiary (each such entity satisfying all
such criteria hereinafter “Subsidiary Participant”). For avoidance of doubt such right does notinclude the right to vote, except to the extent acting as a designee of an Executive Member
exercising the Executive Member’s single vote on the Executive Member’s behalf as provided forin the Bylaws. Member covenants that each such Subsidiary Participant will abide by all of theterms and conditions of this Agreement applicable to a Member (except for the fee payment
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obligations set forth in Section 4) and acknowledges and agrees that a material violation by any of
its Subsidiary Participants with any such term or condition shall be a violation by such Member ofthis Agreement. Member further represents and warrants that the entities listed on Exhibit A are
current Wholly Owned Subsidiaries of Member and if the status of any such entity changes suchthat it no longer meets the definition of a Wholly Owned Subsidiary, or the Member desires tootherwise update such list, Member will promptly provide the SD Association with a new signed
and dated Exhibit A that reflects such updates. A Wholly Owned Subsidiary’s status as a
Subsidiary Participant and right to receive benefits as a General Member shall automaticallyterminate (i) if this Membership Agreement terminates or expires or the Executive Member orGeneral Member of such Subsidiary Participant ceases to be an Executive Member or a General
Member, as applicable, in good standing; (ii) upon breach by Subsidiary Participant of any
provision of the Subsidiary Agreement or this Membership Agreement, (iii) if Subsidiary
Participant no longer meets the definition of a Wholly Owned Subsidiary of such Executive
Member or General Member, or (iv) if Subsidiary Participant fails to meet all of the criteria set
forth above in Section 2.4(i) for General Membership.
2.7
Consent to Electronic Transmission. Members of SD Association must provide
written consent in order to receive official communications from, and to send official
communications to, SD Association via electronic transmission (facsimile or email). This consent
will allow SD Association to send Member meeting notices, ballots, conduct meetings, and handle
other official business that requires member or board approval, by electronic transmission (i.e.
facsimile or email). It also allows Member to send the same types of information to SD
Association via facsimile or email. By signing this Agreement, Member provides its consent
to communications via electronic transmission unless Member initials the line on thesignature page indicating that Member does not consent to communications via electronictransmission. Before providing its consent to communications via electronic transmission,
Member acknowledges that it has reviewed and is aware of the following:(i)
The Member is not required to provide consent to communications via
electronic transmission; Member may request that meeting notices, ballots, and othermatters of official business be sent via regular mail.
(ii)
The Member has the right to withdraw its written consent at any time after
signing this Agreement by providing SD Association with written notice, mailed to SD
Association’s address in the introductory paragraph of this Agreement, that the Member iswithdrawing its consent relative to electronic transmission. No fee will be charged forwithdrawing consent.
(iii) This consent to electronic transmission is broad, and includes, without
limitation, transmission of meeting notices, ballots, and other important information
regarding SD Association. It also allows SD Association to conduct meetings via
electronic transmission, although that will not be a frequent occurrence. This consent form
represents consent under both California Corporations Code 20 and 21 (transmission fromand to SD Association).
(iv)
Consenting to electronic transmission via facsimile requires that theMember have access to a facsimile machine and have a current facsimile number on file20230322.

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with SD Association. Consenting to electronic transmission via email requires that theMember have access to a computer, have a current email account in Member’s name, andhave provided Member’s current email address to SD Association.
(v)
Communications to SD Association via facsimile should be sent to: +1(925) 275-6691. Communications to the SD Association via email should be sent to:
help@sdcard.org.
3.

NO LICENSE RIGHTS GRANTED TO MEMBER

3.1
Upon joining as a member of the SD Association, SD Association will make SD
Specifications and New Form Factor Specifications available to Member, including without
limitation a Subsidiary Participant, by way of the Members’ only portion of the SD Association’s
website. SD Specifications and New Form Factor Specifications are subject to the confidentiality
protections and Member obligations set forth in Section 6 of the IP Policy. The SD Specifications
and New Form Factor Specifications are the Confidential Information of SD Association, the SD3C LLC and their respective licensors. Notwithstanding access to the SD Specification, nothing
in this Agreement gives Member or any Subsidiary Participant any right to use any portion of the
SD Specification in developing, designing and/or manufacturing any SD Products. The SD
Specifications are provided solely for the Purposes, set forth in Section 6 of the IP Policy. SD
Association, the SD-3C LLC and their respective licensors hereby reserves all rights in the SD
Specifications, and no rights in and to such SD Specifications are granted by implication or
estoppel or otherwise. SD Association and their respective licensors hereby reserves all rights in
the New Form Factor Specifications, and no rights in and to such New Form Factor Specifications
are granted by implication or estoppel or otherwise. Member shall not copy, modify, distribute,disclose or, except for internal use for the Purposes as set forth in Section 6 of the IP Policy, use
the SD Specifications in whole or in part unless the Member enters, and except to the extent
permitted, in the following license agreements: SD Card Association License Agreement, SD-3C
Host/ Ancillary Product License Agreement, and/or SD Memory Card License.
3.2
Without limiting the disclaimer set forth in Section 5.3 of this Agreement withrespect to other third party intellectual property, Member acknowledges and agrees that the use of
the SD Specifications to make, have made, design, use, offer for sale, sell, import, export, lease ordispose by other means of:(i)
SD Host Products and/or SD Ancillary Products requires (or, in the case of
the exercise of have made rights, may require) Member to enter into a separate SD Card
Association License Agreement and SD-3C Host/Ancillary Product License Agreement;(ii)
SD Memory Cards requires (or, in the case of the exercise of have maderights, may require) Member to enter into a separate SD Card Association License
Agreement and SD Memory Card License; and(iii) SD Products may require a separate license for Content Protection for
Recordable Media.
3.3
The use of the New Form Factor Specifications and the development, marketing,sale, importation, exportation, use, lease or other disposal of products that comply with New Form
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Factor Specifications will require Member to enter into separate license agreements with SD
Association.
4.

FEES

4.1
Member agrees to pay to SD Association the applicable (based on the type ofmembership) annual membership fee as set forth below in advance of the applicable membershipyear (“Annual Fee”). The Annual Fee paid hereunder shall not be returnable or refundable in any
event.


Executive Membership: four thousand five hundred dollars ($4,500 USD)
annually; orGeneral Membership: two thousand five hundred dollars ($2,500 USD)
annually.

4.2
SD Association reserves the right to change the Annual Fee upon ninety (90) days
written notice to Member prior to the commencement of any Renewal Term (as defined in
Section 7.1). If Member fails to terminate the Agreement thirty (30) days prior to the expirationof the then current term, the fee change will be deemed accepted by Member.
4.3
The Annual Fee for the Initial Term shall be due and payable on the Effective Date.
The Annual Fees for any Renewal Term shall be due and payable on or before the commencementof the applicable Renewal Term. SD Association agrees to invoice Member for such Annual Fees.
4.4
All payments made by Member to SD Association under this Agreement shall bemade without any deduction for any taxes, including without limitation to value added taxes,
consumption taxes, sales taxes, use taxes, withholding and any other taxes or governmental
assessments or levies (“Taxes”). Any and all Taxes, except for taxes imposed on SD Association’s
net income, which may be imposed now or in the future or under the laws of any applicablejurisdiction shall be Member’s sole responsibility and Member shall promptly transmit such taxes
to the appropriate authorities as and when they become due. Such Taxes shall not affect Member’s
obligation to make payments to SD Association as required under this Agreement. Member shallindemnify and hold harmless SD Association for any losses, damages, liabilities and costs(including reasonable attorney’s fees) and expenses including without limitation penalties andinterest that may be payable as a result of Member’s failure to timely pay all Taxes.
5.

WARRANTIES AND DISCLAIMER

5.1
SD Association represents, warrants and covenants that it has the right to enter into
this Agreement.
5.2
Agreement.

Member represents, warrants and covenants that it has the right to enter into this

5.3
EXCEPT AS EXPRESSLY STATED IN SECTIONS 5.1, AND 5.2 ABOVE,
NEITHER SD ASSOCIATION NOR MEMBER MAKE ANY REPRESENTATION OR
WARRANTY AS TO THE VALUE OR UTILITY OF MEMBERSHIP RIGHTS GRANTED OR
INFORMATION TO BE SUPPLIED PURSUANT TO THIS AGREEMENT, SUCH AS BUT
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NOT LIMITED TO, THE SD SPECIFICATIONS AND TECHNICAL INFORMATION ANDSUPPORT, IF ANY, OR THE ABILITY OF MEMBER TO MAKE USE THEREOF. NEITHERSD ASSOCIATION NOR MEMBER MAKE ANY WARRANTY WHATSOEVER THAT THE
USE OF INFORMATION, INCLUDING BUT NOT LIMITED TO THE SD SPECIFICATIONS,SUPPLIED PURSUANT TO THIS AGREEMENT DOES NOT INFRINGE OR WILL NOT
CAUSE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OWNED OR
CONTROLLED BY ANY PERSON. NEITHER SD ASSOCIATION NOR MEMBER MAKE
ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, AND EXPRESSLY DISCLAIM IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY EQUIVALENTS UNDER THE LAWS OF ANYJURISDICTION THAT MIGHT ARISE FROM ANY ACTIVITIES OR INFORMATIONDISCLOSURES RELATING TO THIS AGREEMENT.
6.

LIMITATION OF LIABILITY

6.1
IN NO EVENT SHALL SD ASSOCIATION OR ANY DIRECTOR, OFFICER,AGENT, MEMBERS, REPRESENTATIVES, EQUIVALENT CORPORATE OFFICIAL,CONTRACTOR OR EMPLOYEE ACTING IN THEIR CAPACITIES AS SUCH
(COLLECTIVELY THE “SD AFFECTED PARTIES”) BE LIABLE TO MEMBER FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGESWHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
BUSINESS OR PERSONAL PROFITS, BUSINESS INTERRUPTION, OR ANY OTHERPECUNIARY LOSS) ARISING OUT OF ANY CAUSE OF ACTION RELATING TO THISAGREEMENT WHETHER UNDER A THEORY OF CONTRACT, TORT, INDEMNITY,PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE SD AFFECTED PARTIES HAVEBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2
EXCEPT FOR WILLFUL MISCONDUCT, OR BREACH OF ANY POLICIESOR PROCEDURES BY MEMBER, NEITHER MEMBER NOR ANY DIRECTOR, OFFICER,AGENT, MEMBERS, REPRESENTATIVES, EQUIVALENT CORPORATE OFFICIAL, OR
EMPLOYEE ACTING IN THEIR CAPACITIES AS SUCH (COLLECTIVELY THE“MEMBER AFFECTED PARTIES”) SHALL BE LIABLE TO SD ASSOCIATION FOR ANY
INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR PERSONAL PROFITS, BUSINESSINTERRUPTION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF ANY CAUSE
OF ACTION RELATING TO THIS AGREEMENT WHETHER UNDER A THEORY OF
CONTRACT, TORT, INDEMNITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE
MEMBER AFFECTED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES. NOTWITHSTANDING THE FOREGOING AND SUBJECT TO 8.4 BELOW,MEMBER AFFECTED PARTIES SHALL REMAIN LIABLE TO SD ASSOCIATION FOR
ANY CLAIMS ASSERTED BY SD ASSOCIATION AGAINST THE MEMBER AFFECTEDPARTIES FOR REASONABLE ATTORNEY FEES AND COSTS OF SUIT.
6.3
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THISAGREEMENT, THE SD AFFECTED PARTIES’ TOTAL AGGREGATE LIABILITY TO THE
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IN THE AGGREGATE THE AMOUNT OF MONEY RECEIVED BY SD ASSOCIATIONFROM SUCH MEMBER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS
PRECEDING THE DATE ON WHICH SUCH LIABILITY ARISES.
6.4
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THISAGREEMENT, EXCEPT FOR WILLFUL MISCONDUCT OR BREACH OF ANY POLICIESOR PROCEDURES BY MEMBER, MEMBER’S MAXIMUM AGGREGATE LIABILITY TO
SD ASSOCIATION SHALL IN NO EVENT EXCEED THREE MILLION U.S. DOLLARS(US$ 3,000,000).
7.

TERM AND TERMINATION

7.1
This Agreement shall become effective as of the Effective Date and, except asterminated as set forth herein shall, continue in force for a period of one (1) year following such
Effective Date and ending on the anniversary thereof (“Initial Term”). This Agreement shall
automatically extend for additional one (1) year periods (each such period, a “Renewal Term”)(collectively, Initial Term and Renewal Terms, the “Term”), unless: (i) SD Association provides
Member with an amendment to this Agreement at least ninety (90) days prior to the expiration of
the Initial Term or any Renewal Term and Member does not execute such amendment and return
such executed amendment to SD Association prior to the expiration of the then current term,
provided that changes to the Annual Fee in accordance with Section 4.2 shall not require anamendment, or (ii) this Agreement is otherwise terminated pursuant to the terms and conditions of
this Agreement.
7.2
Immediately upon termination of this Agreement, Member shall return to SD
Association or destroy at SD Association’s instruction, all SD Specifications provided hereunder,other Confidential Information and all copies of the foregoing documents, upon the last date that
this Agreement remains in force and effect. Member acknowledges and agrees that on thetermination of this Agreement all rights and privileges of Member granted hereunder shall cease.
7.3
Member may terminate this Agreement and resign from membership at any timeby providing SD Association with written notice of its termination election.
7.4
SD Association may terminate this Agreement at any time on sixty (60) days’ noticeto the Member in the event that the Member shall materially breach or fail to perform any material
obligation under this Agreement and such default is not remedied within sixty (60) days after
notice is given specifying the nature of the default. Such right of termination shall not be exclusiveof any other remedies or means of redress to which SD Association may be lawfully entitled, andall such remedies shall be cumulative.
7.5
In the event that any Event of Bankruptcy occurs, then SD Association or Member
may give notice to the offending party terminating this Agreement and this Agreement shall beterminated in accordance with the notice. An “Event of Bankruptcy” occurs if:(i)a decree or order by a court having jurisdiction in the premises has beenentered adjudging a party as bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, readjustment, arrangement, composition, winding up or similar
relief for a party under any applicable statute, or a decree or order of a court having
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trustee or assignee in bankruptcy or insolvency or other similar person or official of a party
or of a substantial part of the property, or for the winding up or liquidation of the affairs ofsuch party has been entered and remains unstayed; or if any substantial part of the property
of a party has been sequestered or attached and has not been returned to the possession ofa party or released from such attachment within fourteen (14) days thereafter; whether any
such act or event occurs in the United States, or any foreign country, subdivision thereof,or any other jurisdiction; or(ii)
the other party becomes the subject of a voluntary or involuntary petition inbankruptcy or any similar proceeding relating to insolvency, receivership or reorganizationand if such petition or proceeding is not dismissed within sixty (60) days of filing. If suchproceeding is involuntary and is contested in good faith, this Agreement shall terminate
only after the passage of one hundred twenty (120) days without the dismissal of suchproceeding.
7.6
This Agreement shall automatically terminate in the event that Member is deprivedof its membership by SD Association in accordance with Section 2.7 of the Bylaws.
7.7
Termination or expiration of this Agreement shall have no effect on and Member
shall remain fully liable for all outstanding and unpaid obligations to SD Association hereunderprior to the date of such termination or, only in the case of termination by Member pursuant to
Section 7.3, prior to the date which is thirty (30) days prior to the effective date of such resignation.
No termination of this Agreement shall give rise to any Member rights of refund for Annual Fees
paid. The provisions set forth in Sections 4.4, 5.3, 6, 7.2, 7.7 and 8, shall survive any termination
or expiration of this Agreement in perpetuity. The termination or expiration of this Agreement
shall have no effect on Member’s obligation to comply with the survival provisions of the Policies
and Procedures, including without limitation the IP Policy.
8.

MISCELLANEOUS

8.1
The performance by SD Association and Member of their respective obligations
hereunder shall be conditioned upon and subject to the receipt of all necessary export approvals
required by and all restrictions or conditions imposed by any relevant government. Unless specific
written consent from SD Association has been provided in advance, Member hereby warrants thatit has in place a procedure for ensuring that does not, employ individuals, or engage representatives
or agents that are included on any of the following U.S. Government lists, all of which are included
on the U.S. Government Consolidated Screening List (CSL) (which can be found athttps://www.trade.gov/consolidated-screening-list), from participating in SDA activities or
gaining access to SDA confidential information:••••

Department of Commerce’s Bureau of Industry and Security (BIS) – Entity List
BIS – Denied Persons List
BIS – Unverified List
Department of State’s Bureau of International Security and Non-proliferation –Nonproliferation Sanctions List

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•
•
•
•
•
•
•

Department of State’s Directorate of Defense Trade Controls – AECA Debarred List
Department of the Treasury’s Office of Foreign Assets Control (OFAC) – Specially
Designated Nationals and Blocked Persons List (SDN List)
OFAC – Foreign Sanctions Evaders (FSE) List
OFAC – Sectoral Sanctions Identifications (SSI) List
OFAC – Palestinian Legislative Council (PLC) List
OFAC – List of Foreign Financial Institutions Subject to Part 561 (Part 561 List)
OFAC – Persons Identified as Blocked (PIB) Solely Pursuant to E.O. 13599 Treasury
Department (PIB List)

8.2
This Agreement and the rights granted hereunder shall be personal to Member andshall not be assigned (whether by operation of law, sale of substantially all the assets of theMember, or otherwise), pledged, divided or otherwise encumbered in any way, without the priorwritten approval of the SD Association. Any purported assignment in violation of these provisions
shall be a material breach of this Agreement and be deemed null and void. SD Association shallhave the right to assign this Agreement, at any time during the term thereof, to any other party
which succeeds SD Association, upon reasonable prior written notice to Member. This Agreement
shall inure to the benefit of the parties hereto and their permitted successors and assigns.
8.3
Wherever provision is made in this Agreement for the giving of any notice, such
notice shall be in writing and shall be deemed to have been duly given if mailed by first class mail,postage prepaid, addressed to the party entitled to receive the same, or delivered personally to suchparty, or sent by facsimile transmission, or sent by electronic mail, or sent by courier, if to20230322.

If to SD Association, to:

SD Card Association
5000 Executive Parkway, Suite 302
San Ramon, CA 94583
Attention: Stan Moyer
Executive Director SD Card Association
Telephone: +1 (925) 275-6615
Fax: +1 (925) 275-6691
Email: sdcard_ed@inventures.com

With a copy to:

DLA Piper LLP (US)
Legal Counsel for SD Card Association
2000 University Avenue
Palo Alto, CA 94303-2248
Attention: Chris Stevenson
Fax No.: +1 (650) 687-122812

And if to Member, to:Address:
Attention:
Telephone:
Fax No.:Email:or to such other address, in any such case, as any party hereto shall have last designated by written
notice to the other party. Notice shall be deemed to have been given on the day that it is sodelivered personally or sent by facsimile transmission and the appropriate answer back or
confirmation of successful transmission is received or, if sent by courier, shall be deemed to havebeen given two (2) business days after delivery by the courier company, or if mailed, ten (10)business days following the date on which such notice was so mailed.
8.4
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUEDACCORDING TO THE LAWS OF THE STATE OF CALIFORNIA, AS IF THIS AGREEMENTWERE WHOLLY EXECUTED AND WHOLLY PERFORMED WITHIN SUCH STATE, AND
WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. THE
PREVAILING PARTY IN ANY DISPUTE WITH RESPECT TO THIS AGREEMENT SHALL
BE ENTITLED TO RECEIVE ITS REASONABLE AND DOCUMENTED FEES AND COSTS,INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES. THE PARTIES AGREE THATTHE UNITED NATIONS CONVENTION ON CONTRACTS ON THE INTERNATIONAL
SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT.
8.5
ALL DISPUTES BETWEEN THE PARTIES HERETO ARISING OUT OF OR
IN CONNECTION WITH THE INTERPRETATION OR EXECUTION OF THISAGREEMENT, USE OF THE SD SPECIFICATIONS, AND THE RIGHTS ANDOBLIGATIONS OF MEMBERSHIP SHALL BE FINALLY SETTLED BY THE FEDERAL OR
STATE COURTS LOCATED IN THE COUNTY OF SANTA CLARA IN THE STATE OFCALIFORNIA; AND EACH PARTY TO THIS AGREEMENT HEREBY: (i) IRREVOCABLYCONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE
RESOLUTION OF SUCH DISPUTES; (ii) IRREVOCABLY CONSENTS TO THE SERVICEOF PROCESS OF SAID COURTS IN ANY SUCH DISPUTE BY PERSONAL DELIVERY OR
MAILING OF PROCESS BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT
THE RESPECTIVE ADDRESS SET FORTH IN SECTION 8.3 ABOVE; (iii) IRREVOCABLY
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE
OF ANY SUCH ACTION OR PROCEEDING IN SUCH COURTS OR TO THE
CONVENIENCE OR INCONVENIENCE OF CONDUCTING OR PURSUING ANY ACTION
OR PROCEEDING IN ANY SUCH COURT; AND (iv) IRREVOCABLY WAIVES ANYRIGHT TO A TRIAL BY JURY REGARDING THE RESOLUTION OF ANY DISPUTESBETWEEN THE PARTIES HERETO ARISING OUT OF OR IN CONNECTION WITH THISAGREEMENT.
8.6
Member hereby grants the SD Association the non-exclusive, fully-paid up,
royalty-free, worldwide right and license to (a) include Member’s company name on marketingand promotional materials of the SD Association containing membership lists, including without
limitation, on the public portion of the SD Association website, and (b) if a website owned by
20230322.

13

Member is designated by Member to the SD Association, display and link from the SD Association
website to such Member’s website as determined in SD Association’s sole discretion.
Notwithstanding the forgoing rights, nothing herein obligates SD Association to utilize, promote,or market Member’s company name, or link to Member’s website. In the event the SD Association
exercises such rights and this Agreement terminates, SD Association will have a reasonabletransitional period to remove Member’s name and/or links from its website and any othermarketing and promotional materials.
8.7This Agreement and the Policies and Procedures sets forth the entire agreement andunderstanding between the parties as to the subject matter hereof and merges all prior discussions
between them and neither of the parties shall be bound by any conditions, definitions, warranties,
waivers, releases or representations (either expressed or implied) with respect to the subject matterof this Agreement, other than expressly set forth herein (including the exhibits hereto), or as duly
set forth on or subsequent to the date hereof in writing signed by a duly authorized representativeof the party to be bound thereby.
8.8This Agreement may be executed in counterparts, including by electronic signature,
PDF (portable document format) or facsimile, each of which will be deemed an original, but all ofwhich will constitute one and the same document. Faxed, PDF or electronic signatures shall havethe same effect as original signatures. A facsimile, PDF or other reproduction of this Agreement
may be executed by one or more Parties to this Agreement, and an executed copy of this Agreement
may be delivered by one or more Parties to this Agreement by facsimile, e-mail or similarelectronic transmission device pursuant to which the signature of or on behalf of such Party canbe seen, and such execution and delivery shall be considered valid, binding and effective for all
purposes.
[Signature Block to Follow]

20230322.

14

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized representatives as of the Effective Date.
SD CARD ASSOCIATION(“SD Association”)(“Member”)

By:
Title:
Date:

By:
Title:
Date:

Rejection of Communications via Electronic Transmission__________ Member must initial here if Member does not wish to consent to communications
via electronic transmission. If Member initials here, communications will be provided toMember via U.S. Mail at the address in the introductory paragraph of this Agreement.

[Signature Page to Membership Agreement]Exhibit A
List of Subsidiary Participants(“Member”)

By:
Title:
Date:

E-A-1

Exhibit B
Subsidiary Agreement
This Subsidiary Participant Agreement (“Subsidiary Agreement”) is supplementary the
SD Card Association Membership Agreement (“Membership Agreement”) entered into by andbetween the SD Card Association (“SD Association”) and _______________________________(“Member”) dated _______________. This Subsidiary Agreement is entered into by and between_______________________________________________________ (“Subsidiary Participant”)
and SD Association and is effective on (“Effective Date”).
WHEREAS, Subsidiary Participant desires participate in the activities of the SD
Association as set forth in Section 2.6 of the Membership Agreement; andWHEREAS, a condition of such participation Subsidiary Participant must agree to abideby the terms and conditions of the Membership Agreement and this Subsidiary Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:1.
Definitions. Capitalized terms not defined in this Subsidiary Agreement shall havethe meaning set forth in the Membership Agreement.
2.

Agreement to Terms of the Membership Agreement.

a.
Subsidiary Participant acknowledges that it has received a copy of and has
reviewed the terms and conditions of the Membership Agreement. Except for the
obligations to pay fees as set forth in Section 4.1 of the Membership Agreement, Subsidiary
Participant hereby covenants and agrees to abide by any and all of the terms and conditionsof the Membership Agreement applicable to “Member” as such term is defined in theMembership Agreement, including without limitation to abide by the restrictions andobligations, and to make the representation, warranties, commitments and covenants
contained therein.
b.
Without limiting the general applicability of the forgoing, Subsidiary
Participant hereby covenants and agrees to abide by the obligations and restrictions of the
SD Association Intellectual Property Policy, wherein the term “Member” shall be read toinclude Subsidiary Participant where applicable, and the term “participate in the SDA”
shall be read to include entering into this Subsidiary Agreement.
3.
Representation. Subsidiary Participant represents and warrants that it is an “Wholly
Owned Subsidiary” of Member as defined in Section 1.25 of the Membership Agreement andfurther covenants that should it cease to be a Wholly Owned Subsidiary it will immediately notify
SD Association in writing thereof.
4.
No Separate Rights. Subsidiary Participant acknowledges that it obtains noseparate or independent rights or privileges from those granted to the Member under the
E-B-1

Membership Agreement or the Bylaws. SD Association has no obligation to Subsidiary
Participant and Subsidiary Participant has no right to enforce the terms of the Membership
Agreement or the Bylaws against SD Association. Except for the limited rights of participation
expressly set forth in Section 2.6 of the Membership Agreement, Subsidiary Participant acquires
no right, license or interest by virtue of this Subsidiary Agreement, the Membership Agreement or
the SD Association Intellectual Property Policy. Subsidiary Participant has read and understoodthe disclaimers of warranties set forth in Section 5.3 of the Membership Agreement and limitationsof liability set forth in Section 6.1 and 6.3 of the Membership Agreement and acknowledges thatsuch disclaimers and limitations apply to Subsidiary Participant as a Member under the terms of
the Membership Agreement.
5.
Termination. This Subsidiary Agreement shall automatically terminate (as well as
any of Subsidiary Participant’s rights under the Membership Agreement and the Bylaws) on theearlier of (a) the termination or expiration of the Membership Agreement or its parent entity ceases
to be an Executive Member or a General Member in good standing, (b) breach by Subsidiary
Participant of any provision of this Subsidiary Agreement, the Membership Agreement or the
Bylaws, (c) Subsidiary Participant fails to meet all of the criteria for General Membership set forthin Section 2.4(i) of the Membership Agreement; or (d) if Subsidiary Participant ceases to be an
Wholly Owned Subsidiary of such Executive Member or General Member as such term is definedin the Membership Agreement. Subsidiary Participant shall provide prompt written notice to SD
Association if it ceases to be a Wholly Owned Subsidiary of the Member. In the event thisAgreement terminates the provisions designated to survive in Section 7.7 of the Membership
Agreement shall survive the termination of this Subsidiary Agreement with respect to the
obligations and restrictions imposed on Subsidiary Participant as a Member under such
Membership Agreement.
6.

General Terms.

a.
This Subsidiary Agreement and the rights granted hereunder shall bepersonal to Subsidiary Participant and shall not be assigned (whether by operation of law,change of control, merger, sale of all or substantially all the assets of the Subsidiary
Participant, or otherwise), pledged, divided or otherwise encumbered in any way, without
the prior written approval of the SD Association. Any purported assignment in violationof these provisions shall be a material breach of this Subsidiary Agreement and be deemednull and void. SD Association shall have the right to assign this Subsidiary Agreement, at
any time during the term thereof, to any other party which succeeds SD Association in theirfunction as the licensor of the SD Association Specifications, upon reasonable prior written
notice to Subsidiary Participant. This Agreement shall inure to the benefit of the parties
hereto and their permitted successors and assigns.
b.
Wherever provision is made in this Subsidiary Agreement or theMembership Agreement for the giving of any notice, such notice shall be in writing andshall be deemed to have been duly given if mailed by first class mail, postage prepaid,addressed to the party entitled to receive the same, or delivered personally to such party,or sent by facsimile transmission, or sent by electronic mail, or sent by courier,

E-B-2

If to SD Association, to:

SD Card Association
5000 Executive Parkway, Suite 302
San Ramon, CA 94583
Attention: Stan Moyer
Executive Director SD Card Association
Telephone: +1 (925) 275-6615
Fax: +1 (925) 275-6691
Email: sdcard_ed@inventures.com

With a copy to:

DLA Piper LLP (US)
Legal Counsel for SD Card Association
2000 University Avenue
Palo Alto, CA 94303-2248
Attention: Chris Stevenson
Fax No.: +1 (650) 687-1228

And if to Member, to:Address:
Attention:
Telephone:
Fax No.:Email:or to such other address, in any such case, as any party hereto shall have last designated by noticeto the other party. Notice shall be deemed to have been given on the day that it is so delivered
personally or sent by facsimile transmission and the appropriate answer back or confirmation of
successful transmission is received or, if sent by courier, shall be deemed to have been given two(2) business days after delivery by the courier company, or if mailed, ten (10) business days
following the date on which such notice was so mailed.
c.
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUEDACCORDING TO THE LAWS OF THE STATE OF CALIFORNIA, AS IF THISAGREEMENT WERE WHOLLY EXECUTED AND WHOLLY PERFORMEDWITHIN SUCH STATE, AND WITHOUT REFERENCE TO THE CONFLICTS OF
LAWS PRINCIPLES THEREOF. THE PREVAILING PARTY IN ANY DISPUTE
WITH RESPECT TO THIS AGREEMENT SHALL BE ENTITLED TO RECEIVE ITSREASONABLE AND DOCUMENTED FEES AND COSTS, INCLUDING BUT NOT
LIMITED TO ATTORNEY’S FEES. THE PARTIES AGREE THAT THE UNITED
NATIONS CONVENTION ON CONTRACTS ON THE INTERNATIONAL SALE OFGOODS SHALL NOT APPLY TO THIS AGREEMENT.
d.
ALL DISPUTES BETWEEN THE PARTIES HERETO ARISING OUT
OF OR IN CONNECTION WITH THE INTERPRETATION, EXECUTION ORPERFORMANCE OF THIS AGREEMENT, SHALL BE FINALLY SETTLED BY THE
FEDERAL OR STATE COURTS LOCATED IN THE COUNTY OF SANTA CLARA
IN THE STATE OF CALIFORNIA; AND EACH PARTY TO THIS AGREEMENTHEREBY: (i) IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION
E-B-3

OF SUCH COURTS FOR THE RESOLUTION OF SUCH DISPUTES; (ii)
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF SAID COURTS IN
ANY SUCH DISPUTE BY PERSONAL DELIVERY OR MAILING OF PROCESS BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT THE RESPECTIVE
ADDRESS SET FORTH IN SECTION 6(b) ABOVE; (iii) IRREVOCABLY WAIVESANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE
OF ANY SUCH ACTION OR PROCEEDING IN SUCH COURTS OR TO THE
CONVENIENCE OR INCONVENIENCE OF CONDUCTING OR PURSUING ANYACTION OR PROCEEDING IN ANY SUCH COURT; AND (iv) IRREVOCABLY
WAIVES ANY RIGHT TO A TRIAL BY JURY REGARDING THE RESOLUTION OFANY DISPUTES BETWEEN THE PARTIES HERETO ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT.
e.
This Subsidiary Agreement together with the Membership Agreement sets
forth the entire agreement and understanding between the parties as to the subject matterhereof and merges all prior discussions between them and neither of the parties shall bebound by any conditions, definitions, warranties, waivers, releases or representations(either expressed or implied) with respect to the subject matter of this Subsidiary
Agreement, other than expressly set forth herein or the Membership Agreement, or as duly
set forth on or subsequent to the date hereof in writing signed by a duly authorized
representative of the party to be bound thereby.
f.
This Agreement may be executed in counterparts, including by electronic
signature, pdf or facsimile, each of which will be deemed an original, but all of which will
constitute one and the same document. Faxed, pdf or electronic signatures shall have thesame effect as original signatures. A facsimile, pdf or other reproduction of this Agreement
may be executed by one or more Parties to this Agreement, and an executed copy of thisAgreement may be delivered by one or more Parties to this Agreement by facsimile, e-mailor similar electronic transmission device pursuant to which the signature of or on behalf ofsuch Party can be seen, and such execution and delivery shall be considered valid, binding
and effective for all purposes.

E-B-4

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized representatives as of the Effective Date.
SD CARD ASSOCIATION(“SD Association”)(“Subsidiary Participant”)

By:
Name: Stan Moyer
Title: Executive Director
Date:

By:
Name:
Title:
Date:

E-B-5