本仕様書はトレンドマイクロ株式会社が提供する「Trend Micro Deep Security as a Service」
「侵入検知・防御サービス」
本仕様書はトレンドマイクロ株式会社が提供する「Trend Micro Deep Security as a Service」
（以下「DSaaS」という。）について別紙2 に定める規約（以下「DSaaS 使用許諾契約書」という。）と株式会社オージス総研（以下「当社」という。）のサービス利用規約(以下「利用規約」という。) に基づき提供されるサービスである「侵入検知・防御サービス」（以下「本サービス」という。）についての内容・レベル・範囲・条件等を以下の通り定めたものである。
なお、DSaaS 使用許諾契約書、利用規約を合わせて、以下「両規約」という。
１. 本サービスは DSaaS を用いて、当社との間で本サービスを利用する契約が成立した法人又は団体（以下、「契約者」という。）のクラウド上に構築したシステムに対する侵入検知・防御機能を提供するサービスである。
２. 適 用 関 係 等
（１）契約者は、両規約と本仕様書の条件に従って当サービスを使用する。
（２）「DSaaS 使用許諾契約書」は予告なく変更されることがあり、当社からはその通告を行わない。
（３）本仕様書の変更に当たっては、利用規約第 8 条に基づいて実施する。
（４）利用規約により提供されるサービスの内容・レベル・範囲・条件と「DSaaS 使用許諾契約書」により提供されるサービスの内容・レベル・範囲・条件とが矛盾抵触する場合は
「DSaaS 使用許諾契約書」のサービスの内容・レベル・範囲・条件が優先される。
（５）「DSaaS 使用許諾契約書」と本仕様書の内容が矛盾抵触する場合は本仕様書の内容が優先される。
（６）個別契約事項があり、本仕様書と内容が矛盾抵触する場合は個別契約事項が優先される。
（７）当社は、DSaaS が原因で契約者に生じた損害の賠償義務を負わない。
（８）契約者は、本サービスに使用されているシステム及びソフトウェアのバージョンアップ、修正プログラムの配信および設定変更が、契約者に対する事前通知なく、自動的に行われる可能性があることにつき同意したものとする。
（９）契約者は、本サービス申込時に当社に提供した契約者の個人情報を当社がトレンドマイクロ株式会社に提供し、当社、トレンドマイクロ株式会社および両社の業務委託先等が
以下の範囲で利用することに同意したものとする。
i. 委託先がサポートサービスの提供に使用する可能性があること
ii. 委託先が業務上必要な範囲で閲覧することが可能であること
iii. 問い合わせや苦情への対応、または法的措置を取ることを目的に利用すること
基本サービス
本サービスの基本サービスは、以下の通りとする。
３. 問い合わせ窓口などの詳細は、別紙 1 を参照とする。
（１）初期構築
エージェント導入(対象サーバにエージェントプログラムをインストール)
侵入検知防御ルール設定
レポート送信などの運用設定
（２）運用監視
定常運用
侵入検知防御ルールの推奨設定を検索し、更新ルールがあれば自動もしくは手動で随時更新する。
侵入検知防御レポートを提供する。(週次 or 月次)
障害監視(24H365D)
DSaaS で発生する障害を監視する。
DSaaS 上のログの保存期間は 13 週となっており、それ以上の保存が必要な場合は、別途、ログ管理製品等を提案する。
障害一次対応(24H365D)
監視アラートを当社オペレータで受信し一次対応を行う。当社対応で問題が解決出来ない場合は、当社から契約者へ連絡し、解決方法を双方で協議する事とする。契約者へは、契約者が指定した連絡先にメールまたは電話により連絡する。
問合せ代行
契約者からの問合せをトレンドマイクロ株式会社に契約者に代わって問合せし、トレンドマイクロ株式会社からの回答結果を当社から契約者に返答する。
侵入検知防御ルール追加/変更代行作業
契約者からの依頼に基づき、侵入検知xxxを追加/変更する。
本サービスのその他の条件は以下の通りとする。
項目 | 内容 |
最低利用期間 | 30日 |
利用期間算定単位 | 毎月１日～月末まで。 |
支払い方法 | 当社は、毎月末締め、翌月１０営業日以内に請求書を発行す る。契約者は請求書到着後、請求書到着月末までに当社指定 の銀行口座へ振り込むこととする。 |
利用期間の延長手続き | 利用契約は、原則自動延長とし、契約終了または契約内容変更 の書面による連絡がない場合は、引き続き同内容で契約を延長す る。 |
利用契約の解約手続き | 利用契約の解約手続きの期限は解約希望日の１０営業日前までとし、該当日でサービスを停止する。サービス停止のための費用は 発生しない。 |
環境構築 | 利用申込の受付連絡から30日以内で構築する。 |
契約内容変更 | 利用申込の受付連絡から30日以内で契約内容を変更する。対 応内容により、サービスの停止や別途の費用が発生する場合があ る。 |
契約内容確認 | 当社は、契約内容が遵守されていることを確認するため、契約者に対し監査を実施することがある。監査結果が契約内容と異なっていた場合は契約内容の変更やサービス提供の停止などの措置を講じ ることがある。 |
４.
５.
本サービスは、トレンドマイクロ株式会社の DSaaS を利用したサービスのため、DSaaS のセキュリティ対策に従うものとする。当社は、DSaaS 側の不備により生じた直接あるいは間接の損害につ
６. いてはいかなる責任も負わない。
契約者の故意・過失を問わず以下の行為が確認された場合、当社の判断で契約者・運用連絡責任者への通知なく該当のサービス停止処置を行うことがある。
i. 利用規約の第１１条に該当する場合
ii. 「DSaaS 使用許諾契約書」に違反する場合
（１）料金
７. 別途当社が提示する見積書で定めた料金とする。
（２）料金の変更
DSaaS の料金変更等の要因により当社が料金を変更する場合、変更が適用される 1 ヶ月前までに、契約者が指定したメールアドレス宛に通知する。
８.
DSaaS で定めるサービスレベルアグリーメントに従うものとする。
＜変更履歴＞
２０１７年 ４月１日
２０１７年 １１月 1 日
２０１８年 ３月１日
本サービスでは、別紙 2 の「DSaaS 使用許諾契約書」を適用する。
別紙 1
1 サポートサービス仕様
各サービスにお申込みいただくと、サポートサービス（お問い合わせ）をご利用いただけるようになります。
原則として、運用責任者連絡先に登録いただいた方からのお問い合わせのみ受け付けます。運用ご担当者が変更になった場合は運用責任者連絡先一覧更新をお願いいたします。
（１） 連絡先・サービス時間
サポートサービス | 方法 | 連絡先 | 受付時間 | 対応時間 |
障害時対応 | 電話 | 00-0000-0000 | 24 時間 365 日 | |
使用上の問合せ | メール | To： | 24 時間 365 日 | 営業日（※） 09:00-18:00 |
運用責任者連絡先一覧更新 | メール | 24 時間 365 日 | 営業日（※） 09:00-18:00 | |
作業依頼 | メール | To：Xxxxxxx@xXXXXXXX.xxx Cc： | 24 時間 365 日 | 作業内容に基づき対応 |
料金に関する質問 | メール | To： | 24 時間 365 日 | 営業日（※） 09:00-18:00 |
サービスによってご利用いただけるサポートサービスが異なります。詳細はサービス仕様書を参照してください。
※営業日は次の通りです。
土曜日、日曜日、国民の祝日に関する法律（昭和 23 年法律第 178 号）に定める休日、年末年
始（12 月 30 日から 1 月 4 日まで）および 5 月 1 日を除く日。
※複数サービスをご利用いただいている場合は運用責任者連絡先一覧を共通管理いたします。（サービス毎に運用連絡責任者を定義したい場合は別途ご相談ください。）
＜変更履歴＞ 2015 年 4 月 1 日
2017 年 2 月 1 日
2017 年 10 月 16 日
2017 年 11 月 1 日
別紙 2
「DSaaS 使用許諾契約書」
IMPORTANT: READ CAREFULLY. USE OF TREND MICRO SOFTWARE AND SERVICES BY BUSINESS AND OTHER ENTITIES IS SUBJECT TO THE FOLLOWING LEGAL TERMS AND CONDITIONS
Trend Micro License Agreement
Trial and Paid Use License - Enterprise and SMB Software and Services Date: December 2016
English/Multi-country
1. Scope. This Agreement applies to all Trend Micro software ("Software"), services sold as standalone products ("Standalone Services") and service components of Software ("Service Components") sold to small and medium business ("SMB") and large enterprises ("Enterprise"). Standalone Services and Service Components are collectively referred to as "Services". This Agreement shall also apply to Trend Micro Encryption for Email ("TMEE") for personal use. The term "Software" as used herein shall include TMEE. Professional or expert service offerings are governed by other agreements.
2. Binding Contract. This Trend Micro License Agreement ("Agreement") is a binding contract between Trend Micro Incorporated or a licensed affiliate/affiliate licensor ("Trend Micro") and the legal entity that will be using Trend Micro Software or Services on a paid or trial use basis or individuals who will be using TMEE on a personal use basis. An employee or other agent, including a reseller or contractor which installs or registers Software or Services, of this entity ("Representative") must accept this Agreement on behalf of the entity before the Software or Services may be used. Individuals who install or register TMEE for personal use must also accept this Agreement before using TMEE. Entities whose Representative has validly accepted this Agreement or individuals who have accepted this Agreement are referred to as "You." Please print this Agreement and save a copy electronically.
NOTE: SECTION 19 OF THIS AGREEMENT LIMITS TREND MICRO’S LIABILITY. SECTIONS 8, 15, 16 AND 17 LIMIT OUR WARRANTY OBLIGATIONS AND YOUR REMEDIES. SECTION 10 SETS FORTH IMPORTANT CONDITIONS OF USE FOR SOFTWARE AND SERVICES. PLEASE READ THESE SECTIONS CAREFULLY
BEFORE ACCEPTING THE AGREEMENT.
3. Agreement Acceptance. (a) If the Software is downloaded, or the Service initiated from, our website (for paid, trial or personal use purposes), this Agreement will be accepted and a contract formed when a Representative or an individual selects an "I Accept", "OK" or "Yes" button or box below prior to download or installation. (b) If the Software is installed from a Compact Disc (CD)/DVD accompanying a product package, this Agreement will be deemed accepted and a contract formed when a Representative or an individual breaks the seal on the CD/DVD jacket/case. (c) If an entity is already using an evaluation or other version of the Software or Service, it shall be deemed to accept the Agreement as a paid user when a Representative or an individual enters the paid use product registration key or activation code (whichever is first).
4. Agreement Rejection. If an individual is not authorized to accept this Agreement on behalf of the entity, or a Representative or an individual does not agree with any term or condition of the Agreement, select the "I Do Not Accept" or "No" button or box below and/or do not input the registration key or activation code, break the seal on the CD/DVD jacket/case or use the Software or Service(s). IF ANY ENTITY DOES NOT AGREE WITH ANY TERM OF THIS AGREEMENT AND HAS PAID FEES BEFORE RECEIVING NOTICE OF THIS AGREEMENT, IT MAY CONTACT ITS SUPPLIER WITHIN 30 DAYS OF RECEIPT OF THE ORDER CONFIRMATION OR LICENSE CERTIFICATE FOR A REFUND.
5. Applicable Agreement. When installing the Software or initiating a Service, You may be prompted to accept the same or another version of, or a third party, end user license agreement. The first version of a "Trend Micro License Agreement" You validly accept shall take precedence notwithstanding the terms contained in any other end user license agreement You may have been prompted to accept ? unless the Software or Services are subject to an existing written contract or agreement signed by Trend Micro, in which case, the signed contract shall take precedence. Updates made available to You will be subject to the terms of this Agreement. Updates will replace previously licensed parts of the Software or Services. Some Major and Minor Product Updates may also require You to accept additional or different license terms as a condition of use. Otherwise, this Agreement and Trend Micro’s written specifications regarding Maintenance and licensed number of Computers, Virtual Machines or Users, as applicable, will supersede any prior or contemporaneous written or oral agreements, representations or understandings. Modifications to this Agreement must be agreed to in writing by Trend Micro.
6. Applicable Terms and Definitions. Paid Use Licenses: If You are Paid User, Sections 1
through 7 and 9 through 31 apply to You. Trial or Personal Use Licenses: If You are a "trial user" or "personal user" Sections 1 through 8, 10, 13, 14, 18, 19, 21 through 31 of this Agreement apply to You.
"Computer" means personal computers, workstations, handheld personal computers, cellular or mobile telephone or other digital electronic devices.
"Content Security Updates" are new versions of the Software’s content security component(s) also known as pattern files or definitions.
"Documentation" means the technical documentation and operating instructions made available to You of the Software and/or Services, including printed updates, "Read Me" files and release notes available on-line.
"License Instrument" means one or more of the following applicable documents which further defines Your license rights to the Software and/or Services: purchase order, order confirmation, license certificate or similar license document issued by Trend Micro, or a written agreement between You and Trend Micro, that accompanies, precedes or follows this Agreement.
"Major Product Updates" are subsequent versions of the Software that contain new features or functionality.
"Minor Product Updates" are subsequent versions of the Software that contain bug fixes or minor enhancements and are typically designated by a change in the version number to the right of the decimal point.
"Paid Users" are those who have purchased a license to Software and/or Services or valid users of IBM Product (as such term is defined below).
"Personal Users" those using TMEE for personal, non-commercial purposes.
"Service Updates" are enhancements to the databases, heuristics or underlying technology of the Services. Service Updates are implemented without end user action. "Trial Users" are those who have not purchased a license to Software and/or Services and are using the Software and/or Services for trial or evaluation purposes,
"Use Level" means the license use model (which may include, but not be limited to, by Computer, console, operating system, hardware system, application, CPU, key, User, server, Virtual Machines, machine tier limitations, as applicable) by which Trend Micro measures, prices and licenses the right to use the Software and/or Services, in effect at the time an order is placed for such Software or Services, as indicated in this Agreement and the applicable License Instrument.
"Users" are Your employees or independent consultants who use, or have access to, a Computer (including a shared Computer) or other device to perform work for You, which Computer or device is connected directly or indirectly to the server(s) or other systems
on which the Software is installed or who benefit from the use of the Software or is the person who actually uses any portion of the Software.
"Virtual Machines" are software implementations of a machine (i.e. a computer) that executes programs like a physical machine. Virtual Machines includes Managed Virtual Machines. "Managed Virtual Machine" means Powered-On Virtual Machine. "Powered-On Virtual Machine" means a virtual machine in an active power state and executing computing instructions.
7. Ownership. The Software, Services and Documentation are the property of Trend Micro Incorporated or its licensors, and are protected by copyright, trade secret and U.S. or other patent laws, and international treaty provisions. By accepting this Agreement, You acquire the limited rights to the Software, Documentation and Services as set forth in Sections 8 and 9 below.
8. Trial or Personal Use License. Trial User: If You are a trial user, You may use the Software or Services for evaluation or testing purposes in a non-production environment for thirty (30) days from the date You download the Software or initiate the Service (the "Evaluation Period"). During the Evaluation Period, You may be entitled to web or email based technical support in the country where You are located and to Minor Product Updates, Content Security Updates and Service Updates, if applicable. These capitalized terms are defined in Section 6 above. Trend Micro Email Encryption Client for Personal Users Only: You may use TMEE on a non-exclusive, non-transferable, non-assignable basis for Your own personal, non-commercial use. No more than five (5) users per email domain (excluding certain consumer domains) may access and use the TMEE software. You are entitled to web based technical support in the country where You are located. You agree to use TMEE to create electronic signatures that are valid for establishing the authenticity and integrity of Your email communications, and that to the fullest extent permitted by applicable law, such electronic signatures will be admissible in evidence in a court of law, as evidence of the authenticity and integrity of Your email communications.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE,
SERVICES AND RELATED DOCUMENTATION USED FOR TRIAL, EVALUATION OR PERSONAL USE PURPOSES ARE PROVIDED TO YOU "AS IS" WITHOUT
WARRANTIES OF ANY KIND. You may not use without Trend Micro’s prior written consent the Software, Services and related documentation (i) if You are a direct competitor of Trend Micro or (ii) for purposes of comparison with or benchmarking against third party products or services (including publishing performance information or comparisons), except and only to the extent that such activity is expressly permitted
by applicable local law notwithstanding this limitation. Your right to use the Software or Services ends when the Evaluation Period ends, when Your personal use of TMEE ends, or if You violate any term of this Agreement. Trend Micro also reserves the right to terminate any Trial or Personal Use License with or without cause with five (5) days prior written notice. Upon termination, You must delete or destroy all copies of the Software and Documentation and stop using the Software or Service. Your obligations and rights under Sections 7, 14, 19, 21-27 and 29-30 will continue to apply after termination.
9. Paid Use License.
(A) For Software: Subject to Your compliance with the terms and conditions of this Agreement and payment of the applicable license fees, You (i) may install and use the Software solely in support of Your internal business operations in the quantities and at the Use Levels described in this Agreement and the applicable License Instrument and
(ii) have the right to make a reasonable number of copies of the Software for backup purposes. Use of Service Components is governed by Section B below. No more than five
(5) Users of Trend Micro Control Manager may access and use that Software’s report generation functions at the same time; however, additional concurrent usage licenses are available in groups of five (5) Users. Note that License fees are required for each Virtual Machine that is connected directly or indirectly to the network server(s) on which the Software is installed. If You have obtained the Software on a subscription basis, Your rights to use the Software shall end on the applicable end date as indicated on the applicable License Instrument and You shall cease use of the Software as of such applicable end date.
(B) For Service Components: You may enable and use Service Components of the Software solely in support of Your internal business operations in the quantities and at the Use Levels described in this Agreement and the applicable License Instrument during any Maintenance Term (as defined in Section 11 below) only.
(C) For Standalone Services: Trend Micro will provide You with the Standalone Services solely in support of Your internal business operations for the time period ("Subscription Term"), as stated on Your License Instrument, via online access on an outsourced basis during any Maintenance Term (as defined in Section 11 below) twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, subject to the applicable service level agreement. You must initiate Services to receive them, and You must initiate them promptly to receive Services for the full Subscription or Maintenance Term. You agree to provide Trend Micro with all information required to activate and perform the Standalone Services, including directory information with a
complete list of valid email addresses, and to notify Trend Micro of increases in the number of actual Users so that Subscription fees can be adjusted accordingly.
(D) For Documentation: You may make a reasonable number of copies of the Documentation for internal training and use. All such copies must include the same proprietary notices as the original Documentation provided by Trend Micro.
(E) For valid licensees of IBM Tivoli Endpoint Manager for Core Protection ("IBM Product") only: If You are a licensee of the IBM Product and You have elected to utilize and license the optional Software, Trend Micro Smart Protection Server ("TMSPS"), made available by Trend Micro to licensees of the IBM Product without cost as an alternative to utilization of Trend Micro-hosted services performing similar functionality in connection with the IBM Product, then in addition to the other terms and conditions of this Agreement, the following terms and conditions of this Section shall apply to You and Your license and use of TMSPS: (1) You represent and warrant to Trend Micro that You are currently a licensee of the IBM Product; (2) Your license to access, install and use TMSPS shall be valid only for such time as You maintain a valid, in force license to the IBM Product; and (3) You agree that TMSPS is licensed and made available to You solely by Trend Micro under this Agreement and is not delivered, licensed or provided by IBM, its subsidiaries, resellers or other business partners. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by applicable law, You understand and agree that Sections 8, 11-12 and 14-16 of this Agreement are void and shall not apply to You and Your license of TMSPS and, further, TMSPS is provided to You "AS IS, WITH ALL FAULTS" and without warranties of any kind or nature. All other Sections shall apply to You.
(F) This Agreement will not apply to software contained in any Trend Micro
hardware-based appliance, since any software that is included therein is provide under its own unique end user license agreement.
10. License Restrictions. Under this Agreement, You may not: (i) transfer or sublicense the Software, Service or Documentation to another person or entity; (ii) rent, lease, loan, auction, or resell the Software, Service or Documentation; (iii) modify, adapt, translate, or create derivative works of the Software, Service or Documentation; (iv) reverse engineer, de-compile, or disassemble the Software or Service, in whole or in part, or otherwise attempt to reconstruct or discover the source or object code or underlying ideas, algorithms, file formats, programming or interoperability interfaces (or in any instance where the law permits any such action, You agree to provide Trend Micro with at least 90 days’ advance written notice of Your belief that such action is warranted and permitted and provide Trend Micro with an opportunity to evaluate if the law’s
requirements necessitate such action); (v) use the Software or Services to provide services to third parties or allow use or access to the Software or Services by any third party other than contractors or consultants acting on Your behalf; (vi) use the Software or Services other than as specifically described in and in accordance with the accompanied Documentation, (vii) use the Software or Services in a region other than the region for which the Software or Services were authorized to be used or distributed by Trend Micro; or (viii) authorize others to do any of the foregoing. Trend Micro reserves the right to take reasonable steps, including the suspension of Maintenance or any Services, to prevent unauthorized access to, or use of, the Software and/or Services. The Software is not designed nor intended for use in (i) the design, construction, operation or maintenance of any nuclear facility, (ii) navigational or operating aircraft,
(iii) operating life-support or life critical medical equipment, or (iv) other such similar purposes and Trend Micro disclaims any license right as well as any express or implied warranty of fitness for such uses.
11. Maintenance/Renewal for Paid Use Licenses. A paid use license to Software and/or Services entitles You to Minor Product Updates, Content Security Updates and/or Service Updates, as applicable, and web or e-mail based technical support from Trend Micro or an authorized reseller in the country where the license to the Software or Services were purchased (collectively "Maintenance") for one (1) year from the date You receive the product serial number, registration key or activation code, or order confirmation, whichever is earlier ("Maintenance Term"). To retain Maintenance rights, You must purchase annual renewal Maintenance from Your supplier (or Trend Micro) prior to expiration of the Maintenance Term After the expiration of any Maintenance Term, You have no right to Maintenance, unless You purchase annual renewal Maintenance from Trend Micro (or an authorized reseller or dealer) at the then current fees. Trend Micro reserves the right to charge reinstatement fees in addition to overdue Maintenance fees to reinstate Maintenance after the expiration of the Maintenance Term. You shall have no right to reinstate Maintenance if the period of lapse exceeds one (1) year.
Trend Micro reserves the right to offer modified versions of its Software or Services,
including subsequent versions that contain new features or functionality, as new products or services for additional consideration. Minor Product Updates, Content Security Updates and updates to the Software’s scan engine components must be routinely installed from Trend Micro’s Website for the Software to operate effectively. Trend Micro reserves the right to change, update or modify the terms and conditions and to impose rules, policies, terms or conditions on Your use of the Software and
Services, including fees, applicable to Maintenance and other Services from time to time and to charge additional fees for technical support outside the country where the Software was originally purchased. Such modified terms and conditions (referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement. Your continued use of the Software and Services following will be deemed to constitute acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference. Technical support is only available for each version of Software or Service for eighteen (18) months after its release. Upon installation, Minor and Major Product Updates become "Software" for the purposes of this Agreement and Your use of the Minor and Major Product Updates are subject to the terms and conditions of this Agreement and any additional terms and conditions that accompany such Minor and Major Product Updates.
12. Product Registration/Service Acknowledgments. In order to receive Services, Updates and technical support, a Representative must register with Trend Micro and activate the Software and Services. Registration enables us to contact You and to ensure that only validly licensed entities receive Maintenance and other Services. Registration requires an entity name and address, a contact name, a valid product serial number, and a valid email address for renewal and other legal notices. Failure to register does not diminish Your warranty rights, but Trend Micro cannot provide access to Services, Updates or technical support without registration. In addition to product registration information, by using the Software/Services or Trend Micro support tools, You will cause certain information about You and Your systems to be sent to Trend Micro-owned or ?controlled servers strictly to improve services and functionality of the software e.g. improve security scanning, malware identification and threat protection. Further information is available at xxxx://xxx.xxxxxxxxxx.xxx/xx/xxxxx-xx/xxxxx-xxxxxxxx/xxxxxxx-xxxxxx/xxxxx.xxxx.
13. Data Protection Regulations. The use of certain Software and/or Services may be
subject to data protection laws or regulations in various jurisdictions. You are responsible for determining how and if You need to comply with those laws or regulations.
14. Consent To Electronic Communications. Trend Micro may send You required legal notices and other communications about the Software and Services, including Updates, upgrades, special offers and pricing or other similar information, customer surveys or other requests for feedback ("Communications"). Trend Micro will send Communications via in-product notices or email to registered email addresses of named contacts, or will post Communications on its Websites. By accepting this Agreement,
You consent to receive all Communications through these electronic means only and acknowledge and demonstrate that You can access Communications on Websites.
15. Paid Use License Warranty. For paid use licenses, Trend Micro warrants that: (i) for thirty (30) days following Trend Micro’s issuance of a registration key or activation code (whichever comes first), the program portion of the Software will substantially conform with the applicable Documentation, as updated from time to time, including "ReadMe" files and release notes available online; and (ii) during the Maintenance Term, it will carry out the Services in a professional manner with reasonable skill and care ("Limited Warranty"). For Australian Residents only: To file a claim under this Limited Warranty, You must contact the Trend Micro support group representative for Your region. Contact numbers can be found at xxxx://xxxxxxxx.xxxxxxxxxx.xxx/xx-xx/xxxxxxxx/xxxxx/xxxxx-xxxxxxx.xxxx. You may also contact the licensor of the Software in Australia, Trend Micro Australia Pty Ltd., via email at xxxxx_xxxxxx@xxxxxxxxxx.xxx or by mail at Xxxxx 00, 0 Pacific Highway, North Sydney, New South Wales, 2060, Australia. Neither Trend Micro nor Trend Micro Australia Pty Ltd shall be responsible for any costs You incur in making a claim under this section. The benefits of this warranty are in addition to any other rights and remedies in relation to the Software You may be entitled to under Australian Consumer Law. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
16. Customer Remedies. If the Software or Services do not conform to the Limited
Warranty above, Trend Micro’s entire liability and Your sole remedy shall be, at Trend Micro’s option, for Trend Micro to: (a) use commercially reasonable efforts to correct the error in the Software; (b) help You work around or avoid the Software error; (c) refund You the cost of the Software; (d) re-perform the Services; or (e) refund any prepaid fees for Services after the date of breach of the Limited Warranty; provided that You notify Trend Micro of Your claim under the Limited Warranty within the warranty period. For Australian Residents only: if the Software does not conform to the Limited Warranty above and the failure is not a major failure under the Australian Consumer Law, Trend Micro will (a) correct the error with an Update; (b) help You workaround the error; or (c) refund the cost of the Software. THE LIMITED WARRANTY DOES NOT APPLY TO (A) ANY ERROR CAUSED BY ACCIDENT, ABUSE, ALTERATION, MISUSE, MISAPPLICATION OR ANY PROBLEM OR ERROR IN THE OPERATING SYSTEM
SOFTWARE WITH WHICH THE SOFTWARE IS DESIGNED TO OPERATE OR (B) ANY PROBLEM OR ERROR RESULTING FROM THE USE OF THE SOFTWARE WITH PROGRAMS THAT HAVE SIMILAR FUNCTIONS OR FEATURES OR ARE INCOMPATIBLE WITH THE SOFTWARE. ANY REPLACEMENT SOFTWARE WILL BE WARRANTED FOR THE REMAINDER OF THE ORIGINAL LIMITED WARRANTY PERIOD. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUPPORT SOFTWARE TOOLS OR MATERIALS DOWNLOADED OR OBTAINED BY YOU PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND.
17. No Other Warranties. GIVEN THE NATURE AND VOLUME OF MALICIOUS AND UNWANTED ELECTRONIC CONTENT, NEITHER TREND MICRO NOR ITS RESELLERS OR SUPPLIERS WARRANT THAT THE SOFTWARE OR THE SERVICES ARE ERROR FREE OR WILL DETECT ONLY OR ALL SECURITY OR MALICIOUS CODE THREATS OR THAT USE OF THE SOFTWARE AND RELATED UPDATES WILL KEEP YOUR NETWORK OR COMPUTER SYSTEMS FREE FROM ALL VIRUSES OR OTHER MALICIOUS OR UNWANTED CONTENT OR SAFE FROM INTRUSIONS OR OTHER SECURITY BREACHES.
EXCEPT FOR THE EXPRESS LIMITED WARRANTIES IN SECTIONS 15 AND 16 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, TREND MICRO AND ITS RESELLERS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE AND SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ANY IMPLIED WARRANTIES RELATING TO THE SOFTWARE THAT CANNOT BE EFFECTIVELY DISCLAIMED SHALL BE LIMITED TO THIRTY (30) DAYS FROM THE DATE YOU ACQUIRE THE SOFTWARE.
18. Back-Up. While using any Software or Service, You must regularly back-up Your data and computer system(s) on separate media. You acknowledge that any failure to back-up data and systems may cause You to lose data in the event of an error in the Software, Service or Updates. Since only You, not Trend Micro, can know the value of Your computer systems and data, only You can implement back-up plans and safeguards appropriate to Your needs in the event that an error in the Software, Service or Updates causes computer problems or data loss.
19. Limitation of Liability; Consequential Damages.
(A) SUBJECT TO SECTION 19(B) BELOW AND TO THE EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL TREND MICRO OR ITS SUPPLIERS BE LIABLE TO YOU (i) FOR ANY LOSSES WHICH WERE NOT REASONABLY FORSEEABLE AT THE TIME OF ENTERING INTO THIS AGREEMENT OR (ii) FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND OR FOR LOST OR CORRUPTED DATA OR MEMORY, SYSTEM CRASH, DISK/SYSTEM DAMAGE, LOST PROFITS OR SAVINGS, OR LOSS OF BUSINESS, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, SERVICES OR MAINTENANCE. THESE LIMITATIONS APPLY EVEN IF TREND MICRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY.
(B) SECTION 19(A) DOES NOT SEEK TO LIMIT OR EXCLUDE THE LIABILITY OF TREND MICRO OR ITS SUPPLIERS IN THE EVENT OF DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR FRAUD OR FOR ANY OTHER LIABILITY FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE.
(C) SUBJECT TO SECTIONS 19(A) AND 19(B) ABOVE, IN NO EVENT WILL THE AGGREGATE LIABILITY OF TREND MICRO OR ITS SUPPLIERS FOR ANY CLAIM, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID OR PAYABLE BY YOU OR THE AMOUNT PAID BY YOU TO TREND MICRO, ITS RESELLERS OR ITS SUPPLIERS FOR ONE YEAR OF SERVICE. YOU AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION AND ACKNOWLEDGE THAT WITHOUT YOUR AGREEMENT TO THESE LIMITATIONS, THE FEES CHARGED FOR THE LICENSE, SERVICE AND MAINTENANCE WOULD BE HIGHER OR IN THE CASE OF SOFTWARE FOR EVALUATION, TREND MICRO WOULD NOT BE ABLE TO OFFER YOU THE RIGHT TO EVALUATE THE SOFTWARE AT NO CHARGE.
20. Audit. Upon reasonable notice and during regular business hours, Trend Micro shall have the right to audit Your use of the Software or Service. If the audit reveals unlicensed Computers, Virtual Machines or Users, You shall pay Trend Micro, within thirty (30) days of notice, the then-current license, subscription and/or Maintenance fees for unlicensed Computers, Virtual Machines or Users. If the fees payable for unlicensed use exceed five per cent (5%) of fees actually paid for the audited time period, You must reimburse Trend Micro for the costs and expenses of the audit.
21. Confidentiality/Nondisclosure. During the term of this Agreement or any Evaluation
Period, You may be exposed to certain information not generally known to the public that Trend Micro considers and treats as confidential and proprietary ("Confidential Information"), including but not limited to product serial numbers, registration keys or activation codes, and information that, due to its character or nature, a reasonable person in a like position and under like circumstances would treat as secret and confidential. During the term of this Agreement and at all times after its termination, You agree (i) to hold the Confidential Information in confidence; (ii) not to disclose Confidential Information to any third parties, except for employees and independent contractors who have a "need to know" and who have signed agreements containing disclosure and use restrictions no less stringent than those in this Section; and (iii) not to use Confidential Information for any purpose except as required to perform under this Agreement.
22. Assignability/Severability. You may not assign this Agreement or any right under this Agreement to any party, including any affiliate, without written approval from Trend Micro. Any purported assignment by You shall be null and void. Trend Micro may assign this Agreement, in whole or part, and delegate its obligations to qualified third parties or Trend Micro affiliates and/or subsidiaries, provided that no delegation of its obligations shall relieve Trend Micro of its obligations under this Agreement. You agree that if a court or other competent tribunal in any jurisdiction finds any provision of this Agreement invalid, such finding shall not affect any other provisions of the Agreement, which shall remain in full force and effect.
23. Export Control. The Software is subject to export controls under the U.S. Export Administration Regulations. You shall not export or re-export it to entities within, or residents or citizens of, embargoed countries or countries subject to applicable trade sanctions, nor to prohibited or denied persons or entities without proper government licenses. You are responsible for any violation of the US export control laws related to the Software. By accepting this Agreement, You confirm that You are not a resident or citizen of any country currently embargoed by the U.S. and that You are not otherwise prohibited from receiving the Software.
24. Compliance with Import Regulations. Without prejudice to the generality of Section 23 above, the Software may also be subject in certain jurisdictions to import laws or regulations including but not limited to those relating to encryption use. You are responsible for determining how and if You need to comply with any such applicable laws or regulations.
25. U.S. Government Restricted Rights. This Software is "Commercial Computer Software" as defined under DFARS 252.227-7014. If You are subject to the Defense
Federal Acquisition Regulations (DFAR), the Commercial Computer Software and associated documentation are sold pursuant to Trend Micro’s standard commercial license pursuant to DFARS 000-0000-0, Commercial Products. For all other government customers, use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in subparagraph (b)(2) of Commercial Computer Software License 48 CFR 52.227-19, as applicable.
26. WEEE Directive. Trend Micro complies with the WEEE regulations. For information on the disposal of electronic waste, visit xxxx://xx.xxxxxxxxxx-xxxxxx.xxx/xxxxxxx.
27. Force Majeure. Neither party will be liable to the other party for any alleged or actual loss or damages resulting from delays or failures in performance caused by acts of the other party, acts of civil or military authority, governmental priorities, earthquake, fire, flood, epidemic, quarantine, energy crisis, strike, labor trouble, war, riot, terrorism, accident, shortage, delay in transportation, or any other cause beyond the reasonable control of the party whose performance is so delayed. Any party whose obligations have been suspended under the terms of this Section shall resume the performance of those obligations as soon as reasonably possible.
28. Third Party and Open Source Technology. The Software may contain certain third party technology and You acknowledge that Your use of such third party technology may be subject to separate terms and conditions, which are typically found in a "Read Me" or an "About" file in the Software. The owners of such third party technology retain all ownership and intellectual property rights in their respective technology. In that case, this Agreement does not affect Your legal relationship with these third parties. The relationship between Trend Micro and such third parties is that of licensee/licensor. For Software that contains any Oracle technology, Oracle is a third party beneficiary under this Agreement and notwithstanding anything to the contrary in this agreement, Oracle’s entire liability for damages under this Agreement shall not exceed one thousand United States dollars (USD$1000). Such third party technology may also include software programs that are available without charge for use, modification and distribution or are licensed (or sublicensed) under the GNU General Public License (GPL) or other similar free software license. YOU HEREBY ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH THIRD PARTY TECHNOLOGY IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY SUPPORT OBLIGATIONS AND TREND MICRO AND SUCH THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THE
SOFTWARE INCLUDING ANY THIRD PARTY TECHNOLOGY CONTAINED THEREIN, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ANY IMPLIED WARRANTIES THAT CANNOT BE EFFECTIVELY DISCLAIMED SHALL BE LIMITED TO THIRTY (30) DAYS FROM THE DATE YOU ACQUIRE THE SOFTWARE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU MAY NOT PUBLISH RESULTS OF ANY BENCHMARK TESTS RUN ON SUCH THIRD PARTY TECHNOLOGY. YOUR USE OF ANY THIRD PARTY TECHNOLOGY IS AT YOUR SOLE DISCRETION AND RISK.
29. Termination. This Agreement is effective until terminated. You may terminate it at any time by notifying Trend Micro in writing. In addition to any other available remedy under applicable law, Trend Micro may terminate this Agreement if You commit a material breach of the Agreement or You fail to cure any breach within thirty (30) days of receipt of notice from us. Upon such termination, You must destroy all copies of the Software and related Documentation. Sections 7, 15-19 and 21-29 survive the termination of this Agreement.
30. Governing Law/Trend Micro Licensing Entity.
North America: If You are located in the United States or Canada, the licensor is: Trend Micro Incorporated, 225 E. Xxxx Xxxxxxxxx Freeway, Suite 1500, Irving, TX 75062 and this Agreement is governed by the laws of the State of Texas, USA.
Latin America: If You are located in Spanish Latin America, the licensor is: Trend Micro Latinoam?rica, S. A. de C. V., Insurgentes Sur No. 813, Piso 11, Col. N?poles, 03810 M?xico, D. F. Tel: 0000-0000 and this Agreement is governed by the laws of Mexico. If You are located in Brazil, the licensor is Trend Micro do Brasil, LTDA, Rua Xxxxxxx Xxxxxxxx, 1.120 ? 2? andar, CEP 04534-004, S?o Paulo/Capital, Brazil and this Agreement is governed by the laws of Brazil.
Europe (other than Russia and Turkey) and Israel: If you are located in Europe (other than Russia and Turkey) or Israel, the licensor is: Trend Micro EMEA Limited, a company incorporated in Ireland under number 364963 and having its registered office at IDA Business and Technology Park, Model Farm Road, Cork, Ireland. Fax: +353-21 730 7 ext. 373. If you are located in Europe (other than Austria, France, Germany, Italy, Switzerland or the United Kingdom) or Israel, this Agreement is governed by the laws of the Republic of Ireland. If you are located in the United Kingdom, this Agreement is
governed by the laws of England and Wales. If You are located in Austria, Germany or Switzerland, this Agreement is governed by the laws of the Federal Republic of Germany. If You are located in France, this Agreement is governed by the laws of France. If You are located in Italy, this Agreement is governed by the laws of Italy.
Russia, Turkey, Middle East (other than Israel) and Africa: If You are located in Russia, Turkey, Africa or the Middle East (other than Israel), the licensor is: Trend Micro DMCC, a limited liability company incorporated in United Arab Emirates having its registered office at Unit 3602, Jumeirah Business Centre 3, Jumeirah Lakes Towers, Dubai, United Arab Emirates, and this Agreement is governed by the laws of England.
Asia Pacific (other than Japan): If You are located in Australia, New Zealand, India, Malaysia, the Philippines, or Thailand, the licensor is: Trend Micro Australia Pty Limited, Level 15, 1 Pacific Highway, North Sydney, New South Wales, 2060, Australia. If you are located in Australia or New Zealand, this Agreement is governed by the laws of New South Wales, Australia. If You are located in India, Malaysia, the Philippines, or Thailand, this Agreement is governed by the laws of Singapore.
If you are located in Singapore, Vietnam or Indonesia, the licensor is: Trend Micro Singapore Pte Ltd., 8 Temasek Boulevard #09-04/05 Suntec Tower Three, Singapore, and this Agreement is governed by the laws of Singapore.
If You are located in Hong Kong or Taiwan, the licensor is: Trend Micro Inc., 8F, No.198, Tun-Hwa S. Road, Sec. 2, Taipei 106, Taiwan, Republic of China. If You are located in Hong Kong, this Agreement is governed by the laws of Hong Kong. If You are located in Taiwan, this Agreement is governed by the laws of Taiwan.
If You are located in the People’s Republic of China, the licensor is: Trend Micro (China) Inc., 8th Floor, Century Ba-shi Building, Xx. 000 Xxxx Xxx Xxxxx Xxxx, Xxxxxxxx, Xxxxx 00000, and this Agreement is governed by the laws of the People's Republic of China laws, and You agree that any dispute related to this Agreement must be submitted to the Beijing Arbitration Commission, Tel: 00-00-00000000.
Japan: If You are located in Japan, the licensor is: Trend Micro Incorporated, Shinjuku MAYNDS Tower, 1-1 Yoyogi 0-Xxxxx, Xxxxxxx-xx, Xxxxx 000-0000, Japan and this agreement is governed by laws of Japan.
The United Nations Convention on Contracts for the International Sale of Goods, the Uniform Computer Information Transactions Act and the conflict of laws’ provisions of Your state or country of residence do not apply to this Agreement under the laws of any country.
31. Websites/Questions. Trend Micro Websites may be accessed via xxx.xxxxxxxxxx.xxx. Direct questions about this Agreement to: xxxxx_xxxxxx@xxxxxxxxxx.xxx.
Close