Program Terms | DMP Di Partner Network

Article 1 Purpose

1.

The purpose of the Program is to provide Partners with the support set forth in each item of Article 5, Paragraph 2 (hereinafter, the “Program Support”) with respect to the Company’s products specified in Article 5, Paragraph 1 (collectively, the “Covered Products”), and, by combining the Covered Products with the various products and services held by each Partner, to contribute to expanding the range of products and services offered by both the Company and its Partners.

2.

The purpose of these Terms is to set forth the Program Support relating to the Covered Products and the conditions incidental thereto.

Article 2 Types of Partners

The types of Partners in the Program are as follows.

Distributor Partner

A semiconductor distributor partner that handles everything from sales of the Covered Products through technical support, playing a front-line role in supporting market expansion and customers’ product development.

Target companies:specialized semiconductor distributors and electronics distributors

Sales and logistics: optimization of the supply chain through stable supply of the Covered Products, inventory management, and delivery scheduling
Technical support: provision of first-line technical support and troubleshooting for customers’ hardware design and software implementation
Market development: reaching new customers and broadening the customer base by leveraging the partner’s own extensive customer network

ODM Partner

A design and manufacturing partner that handles the design and manufacture of hardware using the Covered Products, rapidly turning customers’ ideas into actual products such as camera devices and edge boxes.

Target companies:electronics manufacturing services (EMS) providers, hardware design houses, and SoM (System on Module) manufacturers

Hardware design: PCB circuit design and mechanical (enclosure) design that satisfy the thermal design and miniaturization requirements specific to edge AI
Manufacturing and quality assurance: contract manufacturing from prototyping through mass production, yield improvement, and support in obtaining regulatory and environmental certifications
Module supply: provision of SoMs and reference boards that enable early-stage development

ISV Partner

A software partner that licenses high-value-added software and AI algorithms that bring out the full performance of the Covered Products.

Target companies:AI algorithm developers, image-processing software vendors, and OS/middleware vendors

AI models and applications: provision of trained AI models and applications — image recognition, traffic-flow analysis, anomaly detection, and the like — optimized for the NPU/AI accelerator of the Company’s SoCs
Development efficiency tools: provision of SDKs and middleware that support efficient AI development and deployment
Camera feature extensions: creation of added value through proprietary image-processing (ISP) software, security management software, and similar offerings

System Integration Partner

A partner that builds the optimal system — integrating hardware, software, and the cloud — to match the business challenges and specification requirements of the customer (end user).

Target companies:system integrators, IT consulting firms, and industry-specific solution providers

Requirements definition and system design: analysis of the end user’s on-site challenges and overall system design, including the optimal number of cameras, network configuration, and cloud integration
Support from PoC through full deployment: conducting proofs of concept (PoC), on-site installation and configuration, and operational maintenance support
Ecosystem integration: combining ISV software and ODM hardware and delivering the result to the customer as a complete “solution”

Sensors & Devices Partner

A technology partner that supplies the key peripheral components used in combination with the Covered Products and reduces customers’ development risk by providing an operationally verified environment.

Target companies:CMOS image sensor manufacturers, SerDes and communication interface vendors, memory and storage manufacturers, and power management IC manufacturers

Supply of peripheral devices: provision of high-quality electronic components and semiconductors that are essential to the configuration of an edge AI camera and do not compete with the Company’s SoCs
Assurance of interoperability: provision of technical certainty through connectivity verification with the Company’s SoCs and through collaboration on reference designs
Shorter time to market: significant reduction of hardware compatibility issues and evaluation time by presenting customers with “verified combinations”

Article 3 Eligibility

1.

Eligibility to participate in the Program is subject to the Company’s approval following the application procedure set forth in Article 4.

[1] Submitting the Company’s prescribed Program application form and obtaining the Company’s approval of participation
[2] Appointing a contact person responsible for communications with the Company regarding the Covered Products
[3] Falling within one of the Partner definitions set forth in the preceding Article

2.

The Company may change the Partner eligibility requirements set forth in the preceding Paragraph by giving one month’s prior notice (including by posting on a website designated by the Company). In such case, the Company may revoke the Program eligibility of any Partner that has not satisfied the amended Partner eligibility requirements by the effective date stated in such notice.

Article 4 Enrollment in the Program

1.

A corporation wishing to participate in the Program may apply for participation in the manner prescribed by the Company after agreeing to these Terms. If such an application is submitted to the Company, the corporation that submitted it (hereinafter, the “Applicant”) shall be deemed to have agreed to these Terms.

2.

The Company may decline an application under the preceding Paragraph if it determines that the Applicant falls under any of the following.

[1] The application contains false statements, errors, or incomplete entries
[2] The Company determines that the Applicant is a competitor of the Company
[3] The Company determines that the Applicant does not satisfy requirements separately prescribed by the Company
[4] The Company otherwise determines that it is inappropriate for the Applicant to become a Partner

3.

Where an application is submitted under Paragraph 1, the Company shall review the application and notify the Applicant of the result. If the Company notifies the Applicant that it accepts the application, the Applicant shall be treated as a Partner as of the date on which the Company gives such notice. If any change arises in the Partner registration information submitted to the Company, the Partner shall promptly notify the Company of the details of such change using the form prescribed by the Company.

4.

The Partner acknowledges in advance that participation in the Program or the continuation of its registration does not guarantee the acquisition of any benefit, including the occurrence of revenue-generating transactions such as sales of products and services to, or the acceptance of contracted work from, the Company or third parties introduced by the Company.

5.

The Applicant acknowledges in advance that the Company may contact the company, corporation, or other organization to which the Applicant belongs for the purpose of confirming satisfaction of the participation requirements under Article 3, Paragraph 1, the grounds for revocation of eligibility under Article 14, and other requirements prescribed by the Company.

Article 5 Covered Products and Program Support

1.

The Covered Products of the Program are as follows.

[1] Di1 SoC
[2] Di1 Development Kit
[3] Di1 SoM
[4] Di1 Cam

2.

The Company shall provide the Program Support set forth in the following items to the extent the Company determines to be reasonable in light of the purpose of the Program.

[1] Provision and notification of technical information on the Covered Products and information on new products
[2] Provision of opportunities for sales-related and technical education and training on the Covered Products
[3] Provision of opportunities to borrow the Covered Products free of charge for the purpose of the Partner’s evaluation of the Covered Products
[4] Provision of opportunities to participate in joint promotional programs for the Covered Products
[5] Establishment of an inquiry desk for Partners regarding the Covered Products
[6] Placement of a link to the Company’s website on the Partner’s website
[7] Use of the Company’s logo on the Partner’s website, in the Partner’s product materials, or at exhibitions in which the Partner participates, with the Company’s prior permission and in accordance with conditions separately prescribed by the Company
[8] In addition to the preceding items, implementation of measures that the Company determines to be appropriate in light of the purpose of the Program

3.

The Company may establish conditions that apply in addition to these Terms with respect to the provision of all or part of the Program Support, and the Partner acknowledges in advance that, if it does not satisfy such conditions, it may not receive the Program Support.

4.

The Program Support does not guarantee that the Partner will achieve any particular objective, and the Company assumes no liability whatsoever with respect to its content or results.

5.

If the Partner wishes to be provided with products or services outside the scope of the Program Support, the Partner shall consult separately with the Company or with a party designated or recommended by the Company and enter into an agreement concerning such products and services (including, without limitation, a sales, resale, or license agreement).

Article 6 Obligations of the Partner

During the period of its participation in the Program, the Partner shall endeavor to undertake the initiatives set forth in the following items.

[1] Participation in the various campaigns conducted by the Company with respect to the Covered Products
[2] Cooperation with the various surveys conducted by the Company with respect to the Covered Products
[3] Recommendation of the Covered Products to its own customers
[4] In addition to the preceding items, activities that the Company requests of the Partner in light of the purpose of the Program

Article 7 Cooperation of the Partner

To the extent necessary to accomplish the purpose hereof, the Partner grants the Company the non-exclusive and non-transferable rights set forth in the following items (which do not include the right to sublicense to third parties, except as expressly provided in these Terms).

[1] To place a link to the Partner’s site on the Company’s website
[2] To use the Partner’s logo on the Company’s website, in the Company’s product materials, or at exhibitions or seminars in which the Company participates, in accordance with conditions separately prescribed by the Partner

Article 8 Prohibited Acts

In participating in the Program, the Partner shall not engage in any of the acts set forth in the following items. If it comes to light that the Partner has engaged in any of the following acts, the Company may immediately revoke the Partner’s eligibility to participate in the Program and may claim compensation from the Partner for any damage resulting therefrom.

[1] Allowing a third party to view or use data or other materials provided under the Program without the Company’s prior written consent
[2] Acts in breach of the confidentiality obligations set forth in Article 11
[3] Acts contrary to public order and morals, or providing other Partners with information contrary to public order and morals
[4] Acts of defamation or slander against other Partners or third parties
[5] Acts infringing the copyrights or other intellectual property rights, or the legally protected rights, of other Partners or third parties
[6] Acts infringing the property or privacy of other Partners or third parties
[7] Acts that violate or may violate laws or regulations, or providing other Partners with information that violates or may violate laws or regulations
[8] Altering, adapting, compiling, modifying, or creating a database from information obtained through the Program
[9] Acts that interfere with the operation of the Program
[10] Acts that damage the reputation of the Company or of the Program
[11] Any other act that the Company determines to be inappropriate

Article 9 Intellectual Property

1.

Except as expressly provided in these Terms and except where the Company has separately granted permission, the Program does not grant the Partner any rights with respect to the Company’s trademark rights, patent rights, copyrights, know-how, or other intellectual property rights (hereinafter, “Intellectual Property Rights”).

2.

The Partner shall not make, or allow any third party to make, unauthorized use of the Company’s Intellectual Property Rights, and shall immediately notify the Company if it becomes aware that a third party is making unauthorized use thereof.

3.

The ownership of Intellectual Property Rights arising in connection with the Program shall be as set forth in the following items.

[1] Intellectual Property Rights arising from inventions, devices, or the like (hereinafter, “Inventions”) made solely by the Partner or solely by the Company shall belong solely to the party that made such Inventions. The provisions of this item shall survive the loss of the Partner’s eligibility to participate in the Program (including revocation of eligibility under Article 14, Paragraph 1).
[2] Intellectual Property Rights arising from Inventions made jointly by the Partner and the Company shall belong to the Company. In such case, the Partner shall not exercise its moral rights as an author against the Company. The provisions of this item shall survive the loss of the Partner’s eligibility to participate in the Program (excluding revocation of eligibility under Article 14, Paragraph 1).

4.

If the Partner wishes to use trademarks relating to the Covered Products in promotional activities, it shall obtain the Company’s consent in advance through the support desk separately designated by the Company before doing so.

Article 10 Limitation of Liability

1.

The Company assumes no warranty obligation and no liability for nonconformity with the contract with respect to the Program or the information, goods, or other items provided thereunder (including the Covered Products), and assumes no liability whatsoever with respect to the Partner’s participation in the Program or the results thereof.

2.

In no event shall the Company be liable for damages in respect of special damages, indirect damages, or lost profits incurred by the Partner arising out of or in connection with the Program, whether or not foreseeable.

Article 11 Confidentiality

1.

Of the information disclosed to it by the other party in connection with the Program, the Partner and the Company shall treat information falling under the following items as confidential information, and shall not use it for any purpose other than the purpose of the Program or disclose it to any third party. The provisions of this Paragraph shall survive the loss of the Partner’s eligibility to participate in the Program. Where disclosure is required by a government agency, court, or the like pursuant to laws or regulations, the Partner and the Company may disclose the other party’s confidential information to such parties provided that they (i) notify the other party in advance, to the extent legally permitted, that they will disclose the other party’s confidential information to such parties, and afford the other party an opportunity to obtain an injunction against disclosure of the confidential information or to take procedures necessary to prevent the confidential information from being made public, and (ii) request such government agency or the like to handle the other party’s confidential information in a manner consistent with its confidential nature.

[1] Information disclosed in writing bearing a confidentiality legend
[2] Information disclosed orally with an express indication that it is confidential and provided in writing bearing a confidentiality legend within 14 days after such disclosure

2.

Notwithstanding the preceding Paragraph, information falling under any of the following items shall not be treated as confidential information.

[1] Information already held by the receiving party at the time of disclosure, or information already publicly known at that time
[2] Information that becomes publicly known after disclosure through no fault of the receiving party
[3] Information lawfully obtained by the receiving party from a third party without any obligation of confidentiality
[4] Information independently developed by the receiving party

3.

The Partner and the Company may reproduce the confidential information set forth in this Article only to the extent reasonably necessary for the provision of the Program. In such case, the Partner and the Company shall affix to such reproductions the confidentiality legends, copyright notices, and other notices that the Partner or the Company had affixed to such confidential information.

Article 12 Personal Information

The Company shall handle personal information obtained from the Partner under these Terms in accordance with the Company’s prescribed “Privacy Policy.”

Article 13 No Assignment

The Partner shall not assign, pledge as security, or cause to be succeeded to any third party all or any part of its status as a Partner under these Terms or its rights and obligations vis-à-vis the Company.

Article 14 Revocation of Eligibility

1.

If the Partner falls under any of the following items, the Company may revoke the Partner’s eligibility to participate in the Program without any notice; provided, however, that this excludes cases of breach of the prohibited acts set forth in Article 8.

[1] When it comes to light that information submitted to the Company in applying to participate in the Program or in changing registration information includes false information.
[2] When the Partner breaches these Terms and fails to cure such breach within 30 days after notice from the Company.
[3] When the Partner breaches the confidentiality obligations set forth in Article 11.
[4] When the Partner resolves to discontinue its business or to dissolve.
[5] When a director, executive officer or other officer, executive employee, or member bearing unlimited liability of the Partner, or a person who effectively controls the Partner, is or has been, at present or at any time within the past five years, a member of an organized crime group, or has or has had, at present or at any time within the past five years, a capital, business, transactional, personal, or other relationship with an organized crime group.
[6] When communications between the Partner and the Company regarding the Program (meaning communications by email or telephone using the registration information submitted by the Partner to the Company under Article 4, as amended where changed) have ceased for one year or more, or when it is reasonably found that a comparable situation exists.
[7] When, due to causes attributable to the Partner, the provision of the Program is materially impeded, or is found likely to be materially impeded.
[8] In addition to the preceding items, when there are reasonable grounds to find that the Partner’s participation in the Program is not appropriate.

2.

If the Partner causes damage to the Company in relation to the implementation of the Program as a result of violating any item of the preceding Paragraph, the Partner shall be liable to compensate the Company for such damage.

3.

The Partner may withdraw from the Program by submitting to the Company a written statement setting forth its intention to withdraw and the reasons therefor.

4.

Upon the loss of its eligibility to participate in the Program for any reason whatsoever, the Partner shall destroy the information and goods provided or lent to it by the Company through the Program, or shall return them to the Company in accordance with the Company’s instructions.

Article 15 Status of the Partner

Participation in the Program does not confer on the Partner the status of an agent of the Company or any status based on a distributorship agreement.

Article 16 Compliance with Laws and Regulations

1.

In performing these Terms, the Partner shall comply with the laws and regulations applicable to it and represents and warrants that neither it nor its subsidiaries, nor the officers, employees, staff, or agents of any of them, will, directly or indirectly, provide, offer, or promise money or any other economic benefit (excluding donations and contributions made lawfully for proper purposes) to any third party in connection with the performance of the entrusted work for the purpose of improperly inducing or obtaining a decision favorable to itself or to the Company.

2.

If the Partner breaches the provisions of the preceding Paragraph, the Company may immediately take measures to revoke the Partner’s eligibility to participate in the Program and may terminate any agreements then validly in effect, and may claim compensation from the Partner for any damage resulting therefrom.

Article 17 Amendment of these Terms

1.

The Company may amend these Terms by giving notice in the manner prescribed by the Company; provided, however, that any change to the eligibility requirements set forth in Article 3, Paragraph 2 shall be notified at least one month before the change.

2.

The Company may discontinue the Program by notifying Partners in the manner prescribed by the Company. In such case, the Partner shall make no claim whatsoever against the Company in relation to such discontinuation.

Article 18 Notices

1.

Notices from the Company to the Partner shall be given by email, in writing, or by any other method that the Company determines to be appropriate.

2.

Where, pursuant to the provisions of the preceding Paragraph, a notice from the Company to the Partner is given by sending an email or by dispatching a written document, such notice to the Partner shall take effect from the time the email is sent or the document is dispatched, as applicable.

Article 19 Exclusive Jurisdiction

Any dispute arising between the Partner and the Company in connection with these Terms shall be submitted to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

Article 20 Good-Faith Consultation

Matters not provided for in these Terms and any matters as to which a question of interpretation arises under these Terms shall be determined through separate consultation between the parties.

DMP Di Partner Network Terms