Trend Micro Products Evaluation License Agreement
IMPORTANT: READ BEFORE USING THE TREND MICRO APPLIANCE AND/OR DOWNLOADING, INSTALLING OR EVALUATING THE TREND MICRO SOFTWARE (THE "TREND MICRO PRODUCTS"). THE OFFER OF TREND MICRO INCORPORATED OR ONE OF ITS LICENSED AFFILIATES ("TREND MICRO") TO USE THE TREND MICRO PRODUCTS FOR EVALUATION PURPOSES IS SUBJECT TO YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ("AGREEMENT").
BY USING THE TREND MICRO PRODUCTS, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE USING THE TREND MICRO PRODUCTS ON BEHALF OF YOUR COMPANY OR ORGANIZATION (COLLECTIVELY "COMPANY"), BY USING THE TREND MICRO PRODUCTS AND/OR SELECTING THE "I ACCEPT" BUTTON BELOW YOU REPRESENT THAT YOU ARE DULY AUTHORIZED TO REPRESENT YOUR COMPANY, AND YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF YOUR COMPANY.
IF YOU OR YOUR COMPANY DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, USE OR EVALUATE THE TREND MICRO PRODUCTS, BUT NOTIFY TREND MICRO WITHIN 7 DAYS TO RETURN THE TREND MICRO PRODUCTS. ENTITIES WHOSE REPRESENTATIVES HAVE VALIDLY ACCEPTED THIS AGREEMENT ARE HEREINAFTER REFERRED TO AS "YOU."
- LICENSE GRANT. Subject to the terms of this Agreement, Trend Micro hereby grants to You a non-transferable, non-assignable and non-sublicensable right by no more than the number of users authorized by Trend Micro to use or receive the services or benefits of the Trend Micro Products (i) if a Trend Micro Appliance is provided to you, to install and use the Trend Micro Appliance in a non-production environment (together with installed or provided Trend Micro software, herein referred to as the "Trend Micro Appliance") solely for the purpose of evaluating the Trend Micro Appliance; (ii) to use the Trend Micro Software in a non-production environment solely for the purpose of evaluating the Trend Micro Software (except as otherwise authorized by Trend Micro) and to make one copy of the Trend Micro Software and a reasonable number of copies of any documentation (the "Documentation"). For purposes of this Agreement, Trend Micro Appliance shall mean any hardware provided by Trend Micro, including but not limited to portable devices, USB sticks or flash drives. This license to use the Trend Micro Products is conditioned upon Your compliance with the terms of this Agreement.
- OWNERSHIP. No title to the intellectual property in the Trend Micro Products is transferred to You. All rights, title and interest in the Trend Micro Products, the included software and firmware, and Documentation are owned by Trend Micro and are protected by copyright, trademark, patent and/or trade secret law and international treaties.
- ACKNOWLEDGEMENT. You acknowledge that the Trend Micro Products You will receive are demonstration versions and have not been released for production use, and, as such, they may contain errors or other operating deficiencies and may not operate in substantial conformance with the applicable Documentation. You also acknowledge that, as demonstration products, the Trend Micro Products are subject to change and modification, including, without limitation, changes and modifications with respect to performance, functionality and appearance at any time at the sole discretion of Trend Micro.
- NONDISCLOSURE. During the course of Your evaluation of the Trend Micro Products, both parties may be exposed to certain information not generally known to the public that both parties consider and treat as confidential and proprietary ("Confidential Information"), including but not limited to the Trend Micro Products, Documentation, any serial numbers or activation codes. Confidential Information shall be either: (i) marked or otherwise identified as "confidential" at the time of, or prior to, disclosure or (ii) due to its character or nature, a reasonable person would treat it as secret and confidential. During the Term of this Agreement and at all times after its termination, both parties 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 set forth herein; and (iii) not to use any Confidential Information for any purpose except as required to perform under this Agreement.
- RESTRICTIONS. To the extent legally permissible, You agree that You will not sublicense, rent, lease, loan, auction, deal in, modify, create derivative works of, adapt, merge, translate, reverse engineer, reproduce, de-compile, or disassemble the Trend Micro Products and/or associated software, use the Trend Micro Products and/or associated software to provide services to third parties, or authorize or assist others in any of these activities. You also agree not to remove or conceal any of Trend Micro's copyrights, or other proprietary notices, or serial numbers, or product seals on or associated with the Trend Micro Products and/or associated software.
- EVALUATION RESULTS. Based on Your use of the Trend Micro Products, You agree to provide Trend Micro with reasonable feedback about the Trend Micro Products, including a list of discovered errors, deficiencies or other problems, the results of any performance tests, answers to questions or surveys, and recommendations on how to modify the Trend Micro Products and Documentation to better suit Your needs (collectively "Feedback"). Trend Micro shall be free to use any and all such Feedback for any purpose.
- LOG DATA AND PRIVACY. At any time during the term of this Agreement, You may choose to send to Trend Micro a report of log files scanned by the Trend Micro Products that may include sensitive network information or personal or other confidential data ("Log Data"). You also give Your consent to Trend Micro to store and process Log Data provided by You in connection with this Agreement; processing may include the use, collection, registration, storage, modification or disclosure of such Log Data to affiliates or security partners for analysis and/or statistical purposes. Trend Micro reserves the title, ownership and all rights and interest to any intellectual property or work product resulting from its use and analysis of such information.
- REGISTRATION ANDINFORMATION COLLECTION. As a condition to the use and receipt of the Trend Micro Products, You may be required to register with Trend Micro and provide Trend Micro with limited personal data, including but not limited to name, address and/or company name. In addition to product registration information, Trend Micro must process and store certain information about Your network and equipment to provide support services, as necessary. You agree that Trend Micro may (i) use uploaded data from Trend Micro Products to improve products and services; (ii) share data that has been identified as malicious or unwanted content with affiliates and security partners; and (iii) use and disclose uploaded data for analysis or reporting purposes only if any such use, sharing or disclosure does not identify You or include any information that can be used to identify any individual person. Trend Micro reserves the title, ownership and all rights and interest to any intellectual property or work product resulting from its use and analysis of such information.
- DISCLAIMER. TREND MICRO DOES NOT MAKE ANY WARRANTIES WHATSOEVER AS TO THE OPERATION OR PERFORMANCE OF THE TREND MICRO PRODUCTS AND TREND MICRO PROVIDES THE TREND MICRO PRODUCTS AND DOCUMENTATION TO YOU HEREUNDER"ASIS." TREND MICRO MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE RELATING TO THE TREND MICRO PRODUCTS, DOCUMENTATION OR CONFIDENTIAL INFORMATION UNDER THIS AGREEMENT, AND TREND MICRO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. TREND DOES NOT WARRANT THAT THE TREND MICRO PRODUCTS WILL OPERATE WITHOUT ERROR OR INTERRUPTION. YOU SHALL HAVE THE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF ANY DATA AND/OR EQUIPMENT USED WITH THE TREND MICRO PRODUCTS.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL TREND MICRO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE USE OF THE TREND MICRO PRODUCTS OR DOCUMENTATION, WHETHER OR NOT TREND MICRO HAS BEEN ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED. YOU ASSUME ALL RISK ARISING OUT OF USE OF THE TREND MICRO PRODUCT HEREUNDER.
- TERM. This Agreement shall continue in force for either (a) thirty (30) days from the date you receive the Trend Micro Products or (b) such period of days as authorized by Trend Micro. Either party may terminate this Agreement at any time with or without cause immediately upon written notice to the other party. Upon termination, You agree to promptly return all units of the Trend Micro Appliance provided to You, stop using the Trend Micro Software and destroy all copies of the Trend Micro Software, including without limitation, all copies of the Documentation.
- SURVIVAL. Any terms and conditions that by their nature or otherwise reasonably should survive termination of this Agreement shall also be deemed to survive and continue in full force and effect. These terms and conditions include but are not limited to Sections 2, 4, 5, 8, and 10-20.
- LOSS OR DAMAGE. You (i) shall keep the Trend Micro Products and any power cords, sockets or accessories (the "Accessories) supplied by Trend Micro with the Trend Micro Products at the location You indicated to Trend Micro and (ii) shall not make any modifications to the Trend Micro Products or Accessories without Trend Micro's written consent. While in Your custody, You agree to properly care for and maintain the Trend Micro Products and Accessories. If a Trend Micro Appliance is provided to You, You shall promptly notify Trend Micro of any loss or damage to the Trend Micro Appliance and/or Accessories and You agree to pay Trend Micro for any damage to the Trend Micro Appliance and/or Accessories while in Your custody unless such damage resulted from actions of Trend Micro, its employees, or agents.
- RETURN OF TREND MICRO APPLIANCE (IF PROVIDED TO YOU). Upon termination of this Agreement, unless You elect to purchase the Trend Micro Appliance, You shall return any and all Trend Micro Appliances and Accessories, in good condition, including any Documentation supplied by Trend Micro within ten (10) days. You agree to promptly contact Trend Micro to coordinate the retrieval, pickup or return of the Trend Micro Appliances, Accessories and Documentation within such ten (10) days. Trend Micro will provide replacement cost information relating the Trend Micro Appliances, any peripheral materials and Documentation. If Trend Micro does not receive the Trend Micro Appliances, Accessories and Documentation within this ten (10) day timeframe or within such time as agreed to by Trend Micro, or if they are returned damaged, Trend Micro shall have the right to invoice You for each damaged or unreturned Trend Micro Appliances and/or Accessories which were shipped to you for evaluation at the current suggested retail price and You agree to be liable, and pay Trend Micro for such amount within thirty (30) days from the date of invoice.
- GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the substantive laws of the State ofCalifornia, excluding its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.
- COMPLIANCE WITH ALL LAWS/EXPORT CONTROL. You agree to comply with all applicable laws including but not limited to the export control laws of the United States.
- U.S. GOVERNMENT RESTRICTED RIGHTS. If You are an agency or unit of the United States Government, then You acknowledge that the Trend Micro Software, (i) was developed at private expense, (ii) is commercial in nature, (iii) is not in the public domain, and (iv) is "Restricted Computer Software" as that term is defined in Clause 52.227 19 of the Federal Acquisition Regulations (FAR) and is "Commercial Computer Software" as that term is defined in Subpart 227.471 of the Department of Defense Federal Acquisition Regulation Supplement (DFARS). The Government agrees that (i) if the Trend Micro Software is supplied to the Department of Defense (DoD), the Software is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the Software and its documentation as that term is defined in Clause 252.227 7013(c)(1) of the DFARS, and (ii) if the Software is supplied to any unit or agency of the United States Government other than DoD, the Government's rights in the Trend Micro Software and its documentation will be as defined in Clause 52.227 19(c)(2) of the FAR.
- ENTIRE AGREEMENT. This is the entire agreement between You and Trend Micro and it supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this license.