TERMS OF USE FOR TREND MICRO BYOL PRODUCTS
AVAILABLE ONLY ON THE AZURE MARKETPLACE TO MICROSOFT AZURE ACCOUNT HOLDERS

Terms of Use for: Trend Micro BYOL Products made available only on Azure Marketplace for use in connection with Microsoft Azure Services that are not for personal use, home use, and/or consumer use
Effective Date: 1 January 2021

IMPORTANT: READ THESE TERMS OF USE CAREFULLY. DIRECT QUESTIONS AND CONCERNS ABOUT THESE TERMSOFUSETO: legal_notice@trendmicro.com.

COMPANY IS ORDERING OR HAS ORDERED A TREND MICRO BYOL PRODUCT THROUGH COMPANY’S MICROSOFT AZUREACCOUNT FOR ACCESS AND USE IN CONNECTION WITH AZURESERVICES TO BE PROVIDED TO COMPANY BY MICROSOFT. BY COMPANY: (1) ORDERING FROM THE AZURE MARKETPLACE; (2) CAUSING MICROSOFT TO PROVISION; AND/OR (3) ACCESSING OR USING A TREND MICRO BYOL PRODUCT, COMPANY AGREES THAT ANY SUCH ACTION CONSTITUTES:

a. COMPANY’S ACKNOWLEDGEMENT THAT IT HAS HAD THE OPPORTUNITY TO READ AND REVIEW THESE TERMS OF USE,
b. COMPANY’S ACCEPTANCE AND AGREEMENT TO THESE TERMS OF USE FOR THE TREND MICRO BYOL PRODUCT,
c. COMPANY’S ONGOING REPRESENTATION AND WARRANTY TO TREND MICRO THAT COMPANY MEETS (AND WILL CONTINUE TO MEET) ALL OF THE TERMS, CONDITIONS, AND REQUIREMENTS SET FORTH IN THESE TERMS OF USE AND ITS LICENSE AGREEMENT WITH TREND MICRO, AND
d. COMPANY’S REPRESENTATION AND WARRANTY TO TREND MICRO THAT COMPANY’S REPRESENTATIVE ACTING ON ITS BEHALF IS AUTHORIZED TO AND DOES POSSESS THE AUTHORITY TO ACCEPT, AGREE, AND BIND COMPANY TO THESE TERMS OF USE.

COMPANY AGREES THAT WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THESE TERMS OF USE AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY.

IF COMPANY DOES NOT ACCEPT AND AGREE TO THESE TERMS OF USE, COMPANY MAY NOT ACCESS, DEPLOY IN CONNECTION WITH MICROSOFT AZURE SERVICES, OR OTHERWISE USE THE TREND MICRO BYOL PRODUCT AND COMPANY WILL IMMEDIATELY NOTIFY MICROSOFT THAT COMPANY DOES NOT AGREE TO THESE TERMS OF USE AND WILL NOT BE ACCESSING OR USING THE TREND MICRO BYOL PRODUCT. ALL AGREED DEFINITIONS USED IN THESE TERMS OF USE ARE IN SECTION 4 BELOW OR IN THE UNDERLYING LICENSE AGREEMENT FOR THE TREND MICRO BYOL PRODUCT.

1. Overview of Trend Micro BYOL Products. The following Trend Micro policies and requirements must be met (and continue to be complied with) by Company in order to secure Trend Micro BYOL Products from Azure Marketplace in connection with Microsoft Azure Services:

a. Company must have and maintain a Microsoft Azure Account on the Azure Marketplace and have a Microsoft Customer Agreement in place and otherwise procure Microsoft Azure Services from Microsoft.
b. The Company must have an existing License Agreement with Trend Micro for the Trend Micro product that permits BYOL deployment with third parties (such as Microsoft Azure).
c. The Trend Micro product must also be offered (in whole or in part as a customer-selected option) to Company as a Trend Micro BYOL Product on the Azure Marketplace.
d. Company must continue to purchase from Trend Micro (or its reseller) annual maintenance for the Trend Micro product (including the Trend Micro BYOL Product) which will be provided by Trend Micro in accordance with the License Agreement.
e. Microsoft is solely responsible for and performs all Microsoft Azure customer account creation; Microsoft Azure Services provisioning, support, and maintenance; and account management; including all granting (through the Azure Marketplace) to the Microsoft Azure customer access to and provisioning of the Trend Micro BYOL Product as well as metering, billing, and collection of its fees for Microsoft Azure Services.

2. Existing Agreement with Trend Micro.

2.1 Preconditions to Use of Trend Micro BYOL Product. In order to secure the right to access and use a Trend Micro BYOL Product on the Microsoft Azure infrastructure in connection with Microsoft Azure Services, it is a condition precedent that Company must have an existing License Agreement for an entitlement/Licensed Capacity to the Trend Micro product (that is supported by paid Trend Micro annual Maintenance). If Company does not have a License Agreement or does not have sufficient Licensed Capacity to use Trend Micro product, Company is not permitted to Order, access, or use the Trend Micro BYOL Product unless and until it has both a License Agreement with Trend Micro and has purchased sufficient Licensed Capacity to Trend Micro product either directly from Trend Micro or through any reseller of Trend Micro products.

2.2 Continued Application of License Agreement. These Terms of Use form a part of Company’s License Agreement and except as modified herein these Terms of Use, the terms and conditions of the License Agreement with Trend Micro continues to apply to Company’s use of Trend Micro BYOL Product, subject to and conditioned on Company’s agreement to meet and continually comply with these Terms of Use, as well as Company’s compliance at all times with its applicable Microsoft Customer Agreement.

2.3 Order of Precedence. In the event that any term, condition, or provision of these Terms of Use shall be in addition to, different than, or inconsistent/conflict with the License Agreement, then and in each such instance, these Terms of Use shall (with respect to the Trend Micro BYOL Product only) govern and control and the different or inconsistent terms, conditions, and/or provisions of the License Agreement shall be deemed amended accordingly with respect to matters dealt with herein.

3. Term and Termination.

3.1 Term. These Terms of Use and Company’s access to Trend Micro BYOL Product will become effective as of the date the applicable Order is accepted by Microsoft and shall continue in effect thereafter as set forth in the applicable Order and the Microsoft Customer Agreement, unless terminated earlier under these Terms of Use or the License Agreement.

3.2 Suspension and Termination by Trend Micro. Trend Micro may suspend or terminate Company’s right to use the Trend Micro BYOL Product (in whole or in part) at any time upon written notice if Trend Micro determines that: (a) Company’s or one or more of its end users of the Trend Micro BYOL Product (i) poses a security risk to the Trend Micro BYOL Product, the Microsoft Azure Service, or any third party, (ii) may adversely impact the Trend Micro BYOL Product, the Microsoft Azure Services, or any third party, (iii) may subject Trend Micro, its affiliates, its licensors, or any third party to liability, or (iv) may be fraudulent; (b) Company is in breach of these Terms of Use, the License Agreement, and/or Microsoft Customer Agreement; or (c) Company no longer has an Microsoft Azure Account. Company will cease use of the Trend Micro BYOL Product identified in such notice(s) during any period of suspension, or upon termination of these Terms of Use or other termination of Company’s right to use such Trend Micro BYOL Product. In no event will Trend Micro provide, or be liable for, any refund of fees paid to Microsoft by Company for access to the Microsoft Azure Services, regardless of the reasons for termination.

3.3 Termination for Convenience. Trend Micro may terminate these Terms of Use and the provision of a Trend Micro BYOL Product for its convenience by giving Company at least thirty (30) days prior notice. The Parties agree that any termination hereof in accordance with this Section 3.3 shall NOT be treated as a breach of these Terms of Use or the License Agreement by Trend Micro and shall not entitle Company to any claim for damages, losses, or expenses of any kind or nature arising from or related to such termination.

3.4 Suspension and Termination by Microsoft. Company acknowledges that the Microsoft Customer Agreement grants rights to Microsoft to suspend and terminate Company’s Microsoft Azure account, which will suspend or terminate Company’s access to, and use of, the Trend Micro BYOL Product.

3.5 Termination by Company. Company may terminate Company’s use of the Trend Micro BYOL Product and these Terms of Use at any time with notice to Trend Micro and Microsoft.

4. Additional Agreed Definitions. In addition to initially capitalized definitions, descriptions, clarifications, and agreements that may be set forth elsewhere in these Terms of Use that are referenced/incorporated herein, the initially capitalized definitions, descriptions, and clarifications shall have the meanings set forth in this Section 4 (each is an “Agreed Definition”) and all Agreed Definitions shall be equally applicable to the singular, plural, and derivative forms.

“Azure Marketplace” means the software/service marketplace operated by Microsoft located at https://azure.microsoft.com/en-us/marketplace/, as it may be updated or superseded from time-to-time by AWS.

“Azure Virtual Machine Image” or “Azure VMI” is an encrypted machine image of a specific computer running an operating system, configured in a specific way, and in Trend Micro’s case, may also contain a set of applications/services that results in a virtual server being created that may be deployed only on Microsoft Azure Service.

“Company” refers to a person that: (1) has agreed to these Terms of Use; (2) is a party to a License Agreement; (3) has Ordered, accesses, and/or uses (only in accordance with these Terms of Use) a Trend Micro BYOL Product through Company’s Microsoft Azure account; and (4) has a current Microsoft Azure Account.

“License Agreement” means a then-in-effect enterprise software license agreement (but NOT a license agreement that permits or applies to personal use, home use, and/or consumer use) between Trend Micro and a licensee of Trend Micro products such as: (a) a manual/electronic, signature-bearing corporate license agreement (or other similar document such as an enterprise-wide or master license agreement), or (b) under Trend Micro’s standard terms and conditions of agreement (such as “browse-wrap,” ‘shrink-wrap,” or "click-wrap" EULA or similar document), but any such document will only be considered as a License Agreement hereunder if it includes among its licensed software, a Trend Micro BYOL Product.

“Licensed Capacity” means for purposes of these Terms of Use, a measure of entitlement or capacity for the Trend Micro BYOL Product that Company has purchased and to which it is then-currently entitled under its License Agreement.

“Microsoft” means Microsoft Corporation.

“Microsoft Azure Account” means Company’s active account with Microsoft to the Azure Marketplace.

“Microsoft Azure Services” means the cloud computing platform/infrastructure hosting service provided by Microsoft to Company pursuant to a Microsoft Customer Agreement entered into between Microsoft and Company.

“Microsoft Customer Agreement” means all of the Microsoft terms, conditions, restrictions, and policies applicable to Company resulting from the Order and from Company’s subscription to, and use of, Microsoft Azure Services, including, but not limited to, the executed Microsoft Customer Agreement as well as Microsoft’s acceptable use policy, site terms, content terms, and service terms as well as other applicable policies and procedures published by Microsoft from time-to-time.

“Order” refers to the Azure ordering documentation (including a registration webpage), pursuant to which Company properly obtains limited access to the Trend Micro BYOL Product on the Azure Marketplace in accordance with these Terms of Use and Company’s License Agreement.

“Trend Micro” means Trend Micro Incorporated, a California corporation.

“Trend Micro BYOL Product” means a Trend Micro product that is offered by Trend Micro to parties (such as Company) to a License Agreement that may be Ordered from Microsoft from a Trend Micro BYOL Product listing (if any) on the Azure Marketplace for deployment on the Microsoft Azure Services platform. The term Trend Micro BYOL Product also includes all documentation related to the Trend Micro BYOL Product as well as any and all error corrections; bug fixes; updates; upgrades, new versions, or releases of Trend Micro BYOL Product. The Trend Micro BYOL Product shall be treated as “Software” under the License Agreement, provided, however, Company agrees that it is not granted thereunder or hereunder these Terms of Use any right or license to any binary-code version of the Azure Virtual Machine Image (or a copy thereof).