16-Trend Micro Global Products Agreement.docx

GLOBAL PRODUCTS AGREEMENT

FOR TREND MICRO PRODUCTS

This Global Products Agreement (this "Agreement"), effective as of May 29, 2026 (the "Effective Date"), is between Trend Micro Incorporated, a California corporation, with offices located at 225 E. John Carpenter Freeway, Suite 1500, Irving, Texas 75062 (herein "Trend Micro") and County of Broward, FLL, a a company, with offices located at Terminal 4, 320 Terminal Dr Suite 200, Fort Lauderdale, FL 33315, USA (herein "Company"). Each of Company and Trend Micro is a "Party" to this Agreement and collectively are the only "Parties" to this Agreement.

1. Scope of the Agreement.

1.1 Applicability of the Agreement. The Parties acknowledge that this Agreement is applicable to each Order of Products by Company as set forth in Section 1.4.

1.2 Entire Agreement. The Parties agree that this Agreement is the entire agreement between the Parties relating to the subject matter and any prior agreements, representations, statements, white papers, quotes, advertisement or usage of the trademarks or descriptions of Trend Micro (whether oral or written) or otherwise arising from any course of dealing between the Parties that are not specifically set forth herein are all superseded by this Agreement.

1.3 Procurement Under This Agreement. Company may order Products under this Agreement by one of three methods:

(a) Directly from Trend Micro. Company may receive a Quote and place an Order directly with Trend Micro, which Order if accepted by Trend Micro will be governed solely by the terms set forth in this Agreement (including the Certificate). All fees and payment terms will be as set forth in a Quote and all payments for Products will be made directly to Trend Micro.

(b) Indirectly via a Reseller. Company may receive a Quote for Products from a Reseller. Based on such Quote, Orders by Company will be sent to the Reseller at such fees, discounts, and on invoice and payment terms as agreed solely between Company and Reseller. Company understands that if an Order is placed with a Reseller, the Reseller will place an order with Trend Micro for Products through a Trend Micro distributor, but such Order is subject to acceptance or rejection by Trend Micro. Except for the matters described in the second sentence of this paragraph between Reseller and Company, all other terms regarding Products ordered by Company are exclusively set forth in this Agreement. All payments must be made directly to the Reseller and never to Trend Micro. No Reseller is authorized to act on behalf of Trend Micro.

(c) Indirectly via a Marketplace Provider. Company may order certain Products that are sold on and/or hosted by a Marketplace Provider either directly or via a Reseller. As a supplier to Trend Micro, a Marketplace Provider is acting solely as a seller of record to facilitate the purchase by Company of the right to use Products agreed hereunder and for no other purpose. As such, Company acknowledges and agrees that: (A) this Agreement is between Company and Trend Micro and is not with the Marketplace Provider; (B) Products are designed, tested, updated, supported, and hosted by and/or on behalf of Trend Micro as owner of each Product and Trend Micro (and not Marketplace Provider) shall be solely responsible/liable to Company with respect to the Products on the terms and subject to this Agreement; (C) Marketplace Provider has no obligation to (i) furnish a Product to Company, (ii) furnish any maintenance/support services for any Product to Company, or (iii) otherwise handle any warranty claim, complaint or otherwise address or resolve any claim or dispute of any kind or nature that Company may have under this Agreement; and (D) it shall not assert, make, or file any claim, demand, or cause of action against any Marketplace Provider with respect to this Agreement, regardless of reason.

1.4 Definitions. In addition to the capitalized definitions and descriptions that may be set forth elsewhere in this Agreement, the following terms shall have the following meanings and all such definitions shall be equally applicable to the singular, plural, and derivative forms:

"Administrator" means one or more Company employees authorized to manage the Product on behalf of Company. Each Administrator will have the ability to, among other things, develop company's configuration, maintain, set rules and policies for, manage Company's access to, view alerts and events generated by, and/or provide technical support for, all or part of Product as determined by Company from time-to-time.

"Affiliate" means as to a Party, each person that is Controlled by a Party, that Controls such Party, or that is under common Control with such Party. "Control" means the direct or indirect ownership of more than 50% of the equity shares or interests (or the maximum equity ownership permitted by Applicable Law if such Party is not permitted to own more than 50%) entitled to vote for the directors or other management of such Party or the equivalent, but only for as long as such ownership relationship continues to exist. Upon request, each Party agrees to confirm in writing to the other Party the status of any or all Affiliates.

"Agreement" means this agreement (including all referenced terms related to Maintenance, Hardware, PSP, Professional Services and Documentation), its Schedule(s), Data Processing Addendum, and the Certificate, which forms the entire agreement between Trend Micro and Company with respect to each Product that is purchased hereunder.

"Applicable Law" means all mandatory national, federal, provincial, state, municipal, and local laws, statutes, acts, ordinances, regulations, rules, codes, treaties, executive orders, supervisory requirements, official directives, circulars, opinions, interpretive letters, and other official releases in the territory that are applicable from time-to-time to a Party's performance of its obligations and/or exercise of its rights hereunder, including, but not limited to, data protection/privacy laws; corrupt activities/illegal payment laws; economic/trade sanctions rules and regulations; and export/import laws.

"Capacity" means the use rights purchased for Software and/or the usage capacity purchased for Products (excluding Professional Services) based upon the applicable licensing measurement as described in the Certificate. If Company exceeds the Capacity (if any), then Company is responsible for promptly purchasing an additional quantity to true-up for such excess. Company acknowledges and agrees that it is obliged to pay Trend Micro excess use fees at the rates prescribed in the Quote or Private Offer upon request.

"Certificate" means a written confirmation issued by Trend Micro on the basis of an Order placed either by a direct or indirect (Reseller or Marketplace Provider) procurement method defined in Section 1.3 that confirms the Products ordered by Company, including the Capacity (if any). Company is advised to retain the Certificate as proof of its entitlement to such Product(s). In some regions, the Certificate is sometimes referred to as a Certificate or an Entitlement Certificate or an Order Acceptance.

"Cloud Service(s)" means any Trend Micro-branded cloud security service (including any enabling Software and any infrastructure/platform forming a part thereof that is hosted by or on behalf of Trend Micro) and related Maintenance.

"Company Data" means any and all content, materials, data, and information: (a) uploaded or transmitted by or on behalf of the Company to the Product environment provided hereunder; and/or (b) otherwise supplied to Trend Micro in the course of the Company's use or receipt of Products. Company owns all rights, title and interest in and to Company Data.

"Confidential Information" shall mean information in any form disclosed by a Party or its Representatives to the other Party and/or that Party's Representatives (i) which is marked as 'confidential', or (ii) that under the circumstances by its nature would be understood to be confidential and/or proprietary information by a reasonable person. For the avoidance of doubt, information relating to Trend Micro's business, technology, and/or products is Confidential Information. "Representatives" means employees, officers, contractors, subcontractors, agents, representatives and advisers of a Party and their Affiliates and their Representatives.

"Contractor" is an independent third party that provides services in support of Company and/or its Affiliates with respect to any Product provided hereunder.

"Cyberthreat Data" means any malware, spyware, virus, worm, Trojan horse, ransomware, or other potentially malicious or harmful code or files as well as URLs, DNS data, network telemetry, commands, executable binary files, macros, scripts, processes or techniques, metadata, or other information or data associated with the foregoing, that may be related to unauthorized intrusions or attacks by third parties associated therewith and that: (a) Company provides to Trend Micro in connection with this Agreement; or (b) is accessed, collected, or discovered by Trend Micro during the course of providing any Product, excluding any such information or data that identifies Company or to the extent that it includes Personal Data. Cyberthreat Data is not Confidential Information or Company Data.

"Data Processing Addendum" means Trend Micro's Data Processing Addendum at trendmicro.com/dpa that is applicable if and to the extent Trend Micro acts as a 'processor' or 'sub-processor' (as defined in the GDPR) for Personal Data of Company.

"Delivery Date," "Delivered," and "Delivery" means: (a) for Software, the date that Software is made available by Trend Micro for download by Company, and/or (b) for Hardware, the date of actual shipment to Company, or such other delivery date as notified by Trend Micro. All on premise Products and their Maintenance will be deemed for all purposes to be Delivered in the country of Trend Micro's place of business stated in the applicable Certificate.

"Documentation" means the printed, electronic, and/or online service descriptions, technical documentation, operating instructions and requirements available for Products. Company understands and agrees that the Documentation may be revised from time-to-time by Trend Micro at its discretion, for among other reasons, changes or improvements to, or new versions of, a Product, without the need to amend this Agreement, and in each such event, such revised Documentation will supersede all prior Documentation with respect to subsequent use of such Product.

"End User" means any individual, entity, or person (directly or indirectly through another user) that: (a) uses a Product for Company's (or an Affiliate's) benefit in accordance with this Agreement such as Company's Administrator(s), technical/support resources, or employees/Contractors whose use is in furtherance of Company's or an Affiliate's Internal Business Use; or (b) otherwise uses a Product.

"Escalated Issue" means with respect to code-level errors/bugs in licensed Software, a request from Company for Maintenance under Section 2.1.2(b) of the Maintenance Terms resulting from Company suspecting or asserting in accordance herewith, that such licensed Software no longer performs in accordance with its Documentation in any material respect.

"Hardware" means a hardware product that Software is embedded in or preloaded by Trend Micro.

"Hardware Terms" shall have the meaning set forth in Section 2.4.

"High-Risk Environment" means a device, situation, environment, network, or system requiring safety design, features, and/or functionality for fail-safe or fault-tolerant operation or execution in order to maintain safe and secure performance in an environment where a failure could lead (directly or indirectly) to bodily injury, death, physical property damage, and/or environmental damage. High-Risk Environments may include, but are not limited to: (a) the design, construction, operation, or maintenance of any nuclear facility, civil infrastructure such as power plants and waterworks, manufacturing facilities, and/or industrial plants such as chemical refineries; (b) navigation, communications, or operating systems in aircraft, ships, trains, and other modes of transportation; (c) air traffic control systems; (d) weapons systems (nuclear or otherwise); (e) operation of life-support or life-critical medical equipment or other equipment or systems affecting a patient's health or well-being; or (f) any other device, environment, network, or system in which the unavailability, inaccuracy, circumvention, ineffectiveness, or failure of the Product could lead or contribute to bodily injury, death, physical property damage, and/or environmental damage.

"Internal Business Use" means the internal business use of Products solely by and for the direct benefit of Company specifically in connection with the security, protection, and/or integrity of Company's systems, networks, devices, documents, emails, and/or other Company Data.

"IP Claim" means any suit, cause of action, or other legal proceeding brought against Company by a third party in the courts of law, equity, or otherwise, that asserts that Company's use of a Product (or component parts thereof, but not Open Source Software) provided hereunder directly infringes any intellectual property right of such third party or makes unlawful use of a trade secret of such third party.

"Maintenance" shall have the meaning set forth in the terms posted at https://success.trendmicro.com/en-US/solution/KA-0007548 ("Maintenance Terms"). For Hardware, any maintenance or support services shall have the meaning as set forth in the applicable Hardware Terms.

"Marketplace Provider" means an entity that hosts an online marketplace or store that offers for sale products by separate agreement and a separately stated fee with customers (such as Company).

"New Versions" means the release by Trend Micro of a new version of an existing Product that contain (in Trend Micro's determination) significant new features, improvements, capabilities, structures, and/or functionality that Trend Micro makes available to existing customers of such Products as an upgrade or conversion for new consideration, it being understood that each New Version acquired by Company replaces the prior version that must be uninstalled. Such New Versions are generally identified by Trend Micro by a change to the version number to the left of the decimal point (e.g., version 3.x to be replaced by version 4.x).

"Open Source Software" means: (a) each and every third party software component that is distributed under a license agreement approved by the Open Source Initiative or similar open source or freeware license (and not this Agreement); and (b) is included in a Product by Trend Micro. Open Source Software includes any of the following Open Source Initiative-approved license agreements: (i) GNU's General Public License (GPL), Lesser/Library GPL (LGPL), and GNU Affero Public License; (ii) The Artistic License (i.e., PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License; (v) the Berkeley software design (BSD license including Free BSD or BSD-style license; (vi) the Sun Community Source License (SCSL); (vii) an Open Source Foundation License (e.g., CDE and Motif UNIX user interfaces); (viii) the Apache Server license; or (ix) the MIT License. For the purposes of this definition, "Open Source Initiative" means the initiative as detailed at: https://opensource.org.

"Optional Features" means capabilities, features, and functionality in a Product that Company may elect to opt-in or out of. The right to opt-in or out is described in Documentation. Optional Features when activated may permit a Product to: (a) provide the defined capabilities, features, and functionality thereof as described in the Documentation; and/or (b) provide the most effective, up-to-the-minute threat protection and features to detect or prevent the latest malicious behavior and potentially fraudulent websites, internet security risks, and/or Cyberthreat Data; and/or process certain Company Data (including Personal Data).

"Order" means a purchase order or other ordering document issued by Company to order Products. All such Orders are Company's irrevocable commitment to purchase and pay for the Products stated in the Order and are subject to direct or indirect acceptance by Trend Micro via the Reseller or the Marketplace Provider at their sole discretion, which acceptance may be signified by Trend Micro's issuance of a Certificate to Company.

"Party" means only each of Company and Trend Micro, and together, they are collectively the only "Parties." All other persons are third parties.

"Perpetual Period" means with respect to a license granted for Software that extends for an indefinite period of time, subject to earlier termination in accordance herewith.

"Personal Data" shall have the same meaning as set forth in the Data Processing Addendum.

"Private Offer" shall mean the pricing and usage model and associated documentation for orders via a Marketplace Provider issued by Trend Micro for acceptance by Company or its Reseller. If the Private Offer includes Capacity and/or permits Company to exceed the Capacity, then Company agrees to pay for any excess usage in accordance with the terms of such Private Offer and the Marketplace Provider's terms and policies as applicable. In the event there is no Capacity and the Private Offer is on a consumption basis, then Company agrees to pay for all Products consumed. In the event of a conflict between the Private Offer and this Agreement, the Private Offer will prevail.

"Products" means and includes any Software, Hardware, Services and/or Maintenance that are ordered under this Agreement (but never technical services described in a Professional Services SOW) as set out in the relevant Certificate during the Term.

"Professional Services" means a professional services engagement by Trend Micro personnel on a separate fee-based arrangement.

"Professional Services SOW" means a separate statement of work for a Professional Services engagement that may be entered into with Company by either Trend Micro or a third party.

"PSP" means the premium support program provided by Trend Micro to Company under the PSP Terms as may be updated from time-to-time. The relevant PSP Terms shall be provided directly to Company as and when applicable to any Order.

"Quote(s)" means one or more documents issued by Trend Micro, a Reseller or a Marketplace Provider (as the case may be) to Company specifying the Product, the related pricing, payment terms, Capacity (if any) and/or other information sufficient to complete the transaction. Each Quote shall incorporate this Agreement (specifically, by reference, and/or publication on Trend Micro's website) as the sole basis and governing document for any Orders by Company based on the Quote.

"Reseller" means a reseller or other channel partner that is authorized by Trend Micro or its distributor to secure Orders for the sale of Products.

"Services" means any Trend Micro-branded service offerings (including Cloud Services, Professional Services, as well as managed detection and response cyber security services).

"Service Levels" means the service levels for Products that are detailed in separate agreements and that may be published by Trend Micro from time-to-time.

"Software" means the object code version of any Trend Micro-published or branded application (including embedded, integrated and enabling Software) that is made available to Company for on premise use. Software includes all Documentation and Updates made available to Company. In no event or circumstance will a source code version of Software be offered, licensed, or otherwise provided hereunder to Company, nor placed in escrow.

"Subscription Period" means the limited period (such as per host hour, month, or year, but never for a Perpetual Period) for which Company has the right to use and/or receive Products (except for Hardware) provided hereunder. The Subscription Period is as stated in the Certificate or the Private Offer, as the case may be.

"Term" is described in Section 9.

"Test Product" shall have the meaning set forth in Section 2.5.

"Trend Micro Competitor" means a person or entity in the business of developing, distributing, or commercializing Internet security products or services substantially similar to or competing with Trend Micro's Products.

"Updates" shall have the meaning set forth in the Maintenance Terms.

2. Grant of Rights.

2.1 Grant. Subject to Company's continuous compliance with this Agreement (including all payment obligations), Trend Micro hereby grants to Company a non-exclusive, non-transferable (except where Applicable Law prevents such limitation), non-assignable, terminable (in accordance herewith or Applicable Laws):

a) limited right for End Users to access and use a Product for the Capacity;

b) license to install and for End Users to use any Software on equipment owned, controlled, or operated by or on behalf of Company including BYOL; and

c) right to reproduce, without additional cost, a commercially reasonable number of copies of Software (in an unmodified form) and their Documentation for training, back-up, archival and disaster recovery purposes only, provided that Company reproduces on or in such copies all of the copyright notices and other proprietary legends that appear on the original copy of such Software.

In all cases, use by Company and its End Users shall be strictly in accordance with the applicable Documentation and only for Internal Business Use. Company agrees to ensure its End Users will comply with this Agreement.

2.2 Affiliate, Contractor Use and Bring Your Own License ("BYOL"). Trend Micro grants Company the right to authorize and permit (for no additional fees or amounts due to Trend Micro) for Internal Business Use: (a) Company's Affiliates to use Products for so long as such entity remains an Affiliate; and (b) Contractors to use Products only in connection with the provision of business process support, technical support, hosting services, and/or outsourcing services to and solely for the use and benefit of Company and/or Affiliates provided that such use is not for the benefit of any third party or such Contractor; and (c) BYOL hosted environments for Company. Each Affiliate, Contractor and/or BYOL using any Product will be considered an End User with respect to such Product and NOT having any rights or deemed to be a third-party beneficiary hereunder in any event or circumstance. Company agrees to conclude a written agreement with any Contractor that mandates full compliance with this Agreement. Company agrees to be legally and financially responsible to Trend Micro for all acts and omissions of its Affiliates and Contractors in exercising the rights described in this Section 2.2. For the avoidance of doubt, since all Maintenance is provided by Trend Micro only to Company, no Affiliate and/or Contractor will be entitled to request or receive Maintenance directly.

2.3 Use Restrictions. Except as may be expressly permitted in this Agreement (including the Documentation), Company shall not nor shall Company authorize, encourage, or permit End Users to:

a) use any Product (including Open Source Software) other than as expressly permitted by this Agreement (including the Documentation);

b) use any Product's components, files, modules, or related licensed materials separately from a Product;

c) use a Product other than for Internal Business Use;

d) disable, tamper with, or otherwise attempt to (i) circumvent any billing mechanism that meters Company's use of a Product, or (ii) use a Product in a way intended to avoid incurring fees or exceeding the Capacity (if any), or (iii) gain unauthorized access to a Product;

e) attempt to probe, scan, or test the vulnerability of the environment of any Product or to breach any security or authentication measures used by or in such Product;

f) modify, adapt, alter, copy (except as expressly permitted herein), translate, disassemble, decompile, or reverse engineer Product (or any of its components or parts thereof), or otherwise attempt to derive the source code of, decrypt, modify, or create derivative works (as defined under Applicable Laws) of, Product or any part thereof including the Documentation; provided, however, configuring a Product within its policy parameters set forth in the Documentation to create company's configuration shall not constitute a modification or derivative work;

g) merge or embed any Software with or in other software, sub-routines, or other binary code segments;

h) license, sublicense, sell, resell, loan, rent, lease, transfer, assign, distribute, or provide the benefit of any Product (or any portion thereof) to any third party except as specifically set forth in Section 2.2;

i) use a Product: (i) as a paid or unpaid service bureau or otherwise to provide services directly or indirectly to third parties (such as business processing outsourcing); (ii) to provide services to third parties on a time-share basis; or (iii) otherwise commercially exploit or make the Product available to any third party except as specifically set forth in Section 2.2;

j) access, evaluate, observe, or use a Product (or any of its components) to build or support (or assist a third party in building or supporting) the improvement and/or creation of a competitive product or service, or copy any ideas, features, functions, organization, structure, graphics, or user interface of a Product for any reason;

k) use a Product in a manner that: (i) violates Applicable Laws; or (ii) infringes or misappropriates the intellectual property rights of any third party; or (iii) interferes with the use of Products by any third party; or (iv) interferes with the proper functioning of the equipment and environment used to provide Products;

l) engage in or promote any illegal, harmful, fraudulent, offensive use of the Products, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, or offensive; or

m) publish or otherwise make available to any third party, any benchmark tests or performance analysis relating to Product without the express written permission of Trend Micro which may be delayed, withheld or conditioned at the sole discretion of Trend Micro.

Additionally, Trend Micro Competitors or any other party with interests or intentions adverse to Trend Micro may not access, install or use Trend Micro Products. Any failure to comply with, or breach or violation of, this Section 2.3 shall be considered a material breach of this Agreement by Company. In addition to any other rights or remedies afforded to Trend Micro under this Agreement or under any Applicable Law, Trend Micro reserves the right, but has no obligation, to investigate suspected violations of undertakings in this Section or any misuse of a Product and to take remedial action if Company breaches or violates any of the foregoing commitments, including the suspension, removal, or disablement of access to such Product. In addition, Company agrees that Trend Micro may report any activity that it suspects violates any Applicable Law to the appropriate law or regulatory enforcement officials and provide any assistance required under such Applicable Law. Company acknowledges that any Marketplace Provider may have rights contractually agreed with Company that it may independently enforce directly against Company or it may require Trend Micro to do so.

2.4 Hardware. Company is entitled to order Hardware under this Agreement. Each Hardware has certain terms applicable that are in addition to, or different than, those set forth herein ("Hardware Terms"). In the event Company receives Hardware, Company agrees that the applicable Hardware Terms are incorporated herein by reference and made a part hereof. In the event of conflict between the body of this Agreement, and the Hardware Terms, the Hardware Terms shall prevail. Hardware Terms are set forth at https://www.trendmicro.com/eula as may be updated from time-to-time.

2.5 Third Party Products and Services. Trend Micro may make available certain third-party products and services alongside its Products, or bundle or otherwise distribute Products with Open Source Software. All such third-party products and services are subject to third party terms, which Trend Micro is required to provide to Company. A full list of the third-party terms relevant to third party products and services is set forth at trendmicro.com/en_us/about/legal/third-party-terms.html or will be identified in (a) the Documentation, or (b) a "Read Me" file or an "About" file in the relevant Product.

2.6 Testing of Products. If Company is entitled to carry out an evaluation, trial, proof-of-concept, or test of a Product (herein "Test Product"), then the provisions of this Section shall apply and shall control over any conflicting terms of this Agreement. Company will have the right to use the Test Product for a period as agreed with Trend Micro, during which period Company may use the Test Product solely for Company's internal evaluation in a non-production environment (i.e. an environment absent of any live production Company Data or otherwise perform productive work) for the sole purpose of deciding whether to purchase the right to continue to use the Product. Company acknowledges that the Test Product are provided to company "AS IS", "WITH ALL FAULTS", "AS AVAILABLE" without warranty of any kind (express, implied, or otherwise). Company assumes all risk of use of Test Products. If Company's use continues after expiration of the testing period, Company agrees to pay the then current published list price for the Product thereafter in accordance with the applicable payment terms. The Parties agree that this Agreement shall apply to any such extended use. Trend Micro has no obligation to provide any training or Maintenance for Test Products.

2.7 Ownership; Reservation of Rights. Except for Company's limited use rights expressly granted in this Agreement (in particular the limited rights and license granted in Section 2.1), no other license, right, title, or interest in or to a Product or other intellectual property rights are granted to Company. Company acknowledges and agrees that each Product and all ideas, methods, algorithms, formulae, processes, and concepts incorporated into a Product, and all revisions, corrections, modifications, enhancements, derivative works, releases, and upgrades, and anything developed (such as analysis of and any all Cyberthreat Data provided with Company Data to a Product) or made available by or on behalf of Trend Micro, and any copies of the foregoing are: (a) the intellectual property of Trend Micro, its Affiliates, and/or its or their licensors/suppliers; and (b) all right, title, and interest therein are reserved to and the sole property of Trend Micro, its licensors, and/or such other persons as Trend Micro may determine. Company will not alter or remove Trend Micro's and/or its licensors' copyright notices or any other proprietary legends from any part of a Product.

2.8 Changes and Improvements to Products. Trend Micro reserves the right during the Term (at its discretion and without notice to or consent from Company) to continually improve, update, and offer new versions of a Product (e.g., infrastructure/platform, features or functionality, security, technical configurations, and/or application features). Any such change shall be governed by this Agreement (except where use is contingent upon acceptance of additional terms) and shall not be treated as a breach of this Agreement nor give Company a right to a full or partial refund of any monies paid or payable hereunder. Company acknowledges and understands that certain Product platforms may be hosted by a Marketplace Provider under a separate services agreement with terms that are imposed on and agreed by Trend Micro with respect to its use of such hosting services, some of which, Marketplace Provider requires Trend Micro to "flow-down" to its customers benefiting from such Product platform. Trend Micro specifically reserves the right (by notice in accordance with Section 11.7) to revise this Agreement at any time in order for Trend Micro to remain in compliance with any Marketplace Provider services agreement (and applicable policies and other requirements thereof) for hosting such Products as well as the protection of Trend Micro, its Affiliates, its and their suppliers, and its and their customers and other third parties.

2.9 End-of-Life. Trend Micro reserves the right to discontinue any or all Products at any time and for any reason (each event herein "End-of-Life") by announcement or publication of notice to the general public or revision of its price list. Please refer to Trend Micro's then-current End-of-Life Policies and a then-current list of Products subject to an End-of-Life notice at https://success.trendmicro.com/en-US/support-policy/. The Parties agree that such an End-of-Life announcement of any Product shall not be considered a breach of this Agreement by Trend Micro when issued in accordance with the then current End of-Life Policies, nor shall any such End-of-Life entitle Company to any claim for compensation or damages provided that Trend Micro fulfills the obligations of any existing Orders. Company understands that all Products are subject to End-of-Maintenance and support policies.

3. Company Responsibilities.

3.1 Marketplace Provider Account Compliance. Where Company purchases from a Marketplace Provider, as a condition precedent to its rights to use and access Products, Company agrees to comply with all applicable Marketplace Provider terms and policies associated with its Marketplace Provider account. Company acknowledges and agrees that Trend Micro is not responsible for any obligations to be performed by the Marketplace Provider under its agreement with Company.

3.2 Setup and Administration. Company is responsible for securing and maintaining connectivity and access to Products. Company must provide Trend Micro with all necessary information to allow Trend Micro to provision and make available Products, as well as permit registration that requires, among other things, an entity name and address, primary contact name and information, an email address, and other information as may be requested by Trend Micro from time-to-time. Registration information will be treated as Confidential Information of Company. Company will provide to Trend Micro (and maintain), contact information for Company's Administrator(s) who are the only End Users authorized or permitted to provide information required to manage, create company's configuration, as well as request and undertake Maintenance for Company.

3.3 Authentication Credentials. Company has sole control over access and use by its End Users, and Trend Micro shall not be responsible for any activity (whether authorized or unauthorized) occurring on Company's Services account hereunder provided that such access does not arise as a result of Trend Micro failing to comply with its obligations under this Agreement. Company is responsible for maintaining the confidentiality of any non-public authentication credentials associated with its use of a Product. Company will ensure that all End Users comply with Company's obligations under this Agreement and that the terms and conditions of Company's agreement with each End User are consistent with this Agreement. If Company becomes aware of any breach or non-compliance of Company's obligations under this Agreement by an End User or other third party, Company will immediately terminate such person's access to a Product and notify Trend Micro. Further, Company is solely responsible for population, maintenance, security, protection, loss prevention, and backup of Company's systems and networks, Company Data, and other content, information, and devices.

3.4 Fees. Company will timely pay the applicable fees plus any applicable Taxes ("Fees") for use of Products in accordance with the Capacity (if any). Invoicing and collection of the Fees will be directly by Trend Micro, or by its Marketplace Provider or Reseller, as the case may be. For purchases via:

a) Marketplace Provider. Company will timely pay to Marketplace Provider (acting as seller of record for Trend Micro) the Fees then-published by Trend Micro on such marketplace and/or the Fees as set out in a Private Offer for use of Products and any applicable terms and policies for the Marketplace Provider. If the Product permits Company to exceed the Capacity, then Company agrees to pay for any excess usage. In this case, invoicing and collection of Fees is done by the Marketplace Provider on behalf of and for the benefit of Trend Micro.

b) Reseller via Marketplace Provider. If Company places an Order for Products via a Reseller on a marketplace, then such Reseller will set the Fees to be paid by the Company, but all other terms and conditions regarding the Products ordered by Company through such Reseller are exclusively set forth in this Agreement. All payment of Fees for Products will be made by Company directly through its Marketplace Provider account. Company acknowledges that each Reseller is an independent contractor and not a joint venturer, partner, fiduciary or agent of Trend Micro and no Reseller has been or will be authorized to create any binding obligation, responsibility, duty, liability, warranty, guarantee or any otherwise contract for or act on behalf of Trend Micro or modify, supersede, waive, renounce any right of Trend Micro or obligation of Company set forth in this Agreement.

3.5 Refunds. Except as may be expressly set forth in Sections 7.4, 9.5 b) and 10.3, the fees Company pays for Products are non-refundable and not subject to credit, offset, or pro-ration. Trend Micro reserves the right to change or modify published fees for Products that may be ordered directly from Trend Micro, or a Marketplace Provider (except where there is a Private Offer) in a manner and at such times as Trend Micro shall determine in its discretion, unless prohibited by Marketplace Providers terms and policies applicable to Marketplace Providers' listings.

3.6 Taxes (Direct Orders). The fees and other charges in an Order placed directly with Trend Micro do not include foreign and domestic national, federal, dominion, provincial, state, municipal, or local sales, use, VAT, GST/GSM, excise, service, or similar transactional taxes (collectively "Taxes") now or hereafter levied under Applicable Laws. Where applicable on direct Orders, Company will provide Trend Micro all required information for the calculation, invoicing, and remittance of all applicable Taxes that Trend Micro reasonably requests to determine whether Trend Micro is obligated to collect and remit any Taxes from Company, including Company's correct name, location, and sales tax or VAT/GST/GSM identification number where applicable. If Company is legally entitled to an exemption from the collection and remittance of any otherwise applicable Taxes, Company is responsible for providing Trend Micro with legally sufficient tax exemption certificates for each taxing jurisdiction. Otherwise, Company will be invoiced for, and pay, all Taxes as required to be collected by Trend Micro under Applicable Law.

3.7 Security Acknowledgement. Certain portions of Products are designed to identify, block and/or remove applications, messages, and files that may compromise productivity or performance and security of computers, systems, and/or networks. While Trend Micro uses commercially reasonable efforts to properly identify applications and files for detection by its Products, given the constantly changing nature and volume of malicious, fraudulent, and unwanted electronic content, Trend Micro cannot and does not represent, warrant, or guarantee that a Product will detect, identify, block, or completely remove, clean, remediate, or resolve any or all applications, routines, and files that are malicious, fraudulent, or other unwanted intrusions nor does it guarantee that data transmission by Company over the internet is secured by Trend Micro. Trend Micro is not responsible for any interception or interruption of any communications through the internet or networks or systems outside Trend Micro's control. Company understands and agrees that the success of its security efforts is dependent on a number of factors solely under Company's control and responsibility such as: (a) use of network, hardware, software, cloud services, and software security tools in a coordinated effort to manage present and future security threats; (b) implementation of cybersecurity protocols and controls, network, cloud services, software and systems protections, as well as applicable monitoring and detection processes; (c) enforcement of appropriate internal security policies, procedures, and controls regarding access, security, encryption, use, and transmission of data; (d) the development and continual testing of applicable processes and procedures for (i) the backup and recovery of any network, system, software, database, and any stored data, and (ii) implementation of security-breach incident response practices; (e) conducting regular cybersecurity and privacy training for employees as well as any other relevant personnel; (f) having adequate vendor risk management processes; and (g) promptly downloading and installing updates to all networks, products, and software that are made available to Company by any of its third party vendors.

3.8 High-Risk Environment. Trend Micro notifies Company that its Product have not been submitted for compliance testing, certification, or approval for any use in a High-Risk Environment. As a condition to Company utilizing any Product in a High-Risk Environment, Company agrees to implement the following mitigating measures: (a) secure and maintain any and all certifications and/or approvals required under any Applicable Law with respect to a Product that Company intends to deploy in a High-Risk Environment; and (b) undertake all appropriate and/or necessary testing, fail-safe, backup, redundancy and other measures necessary to ensure the safe deployment and use of any Product by Company in a High-Risk Environment.

3.9 Audit and Non-Compliance.

a) Audit for certain Services. If a Service is programmed with the technological features to provide verification, Trend Micro may request, and Company agrees it will provide a system-generated report verifying Company's use of Services within 30 days from the request date.

b) Audit for all Other Products. During the Term and for 2 years after expiry, Company agrees to retain and make available upon request promptly accurate and complete records and other system information sufficient to provide verification of the Capacity (if any) or consumption of each Product and Company's constant compliant utilization in accordance with this Agreement.

c) General Audit Right. In any event. Trend Micro shall have the right on 20 day's prior written notice, to cause an audit (by an internationally recognized audit firm) to be conducted no more frequently than once each calendar year. Company will provide all records and information reasonably necessary for Trend Micro or its independent auditor to successfully perform such audit.

d) Non-compliance. If any audit described in Sections (a), (b) and (c) above reveals that (1) Company owes fees to Trend Micro, or its Reseller and/or Marketplace Provider, or (2) any deployment or use of any Products is in excess of any use or deployment described in the applicable Certificate (including the Capacity) or (3) is otherwise out of compliance with this Agreement, then Company agrees to promptly correct such non-compliance and will promptly remit such underpaid amounts to Trend Micro and /or its Reseller/ Marketplace. Company consents to Trend Micro's disclosure of such audit results to the Reseller and/or Marketplace Provider. If the value of any unlicensed or excess utilization of Products audited under this Section 3.9 is greater in the aggregate than 10% of the actual Capacity or licensed use for Products ordered by Company, Company agrees to reimburse Trend Micro for its reasonable costs incurred in performing such audit.

4. Company Data.

4.1 Responsibility for Company Data. Company is solely responsible for Company Data and warrants to Trend Micro that Company will: (a) provide all notices and ensure all necessary rights, consents, and approvals; and (b) take all other actions to ensure the lawfulness of Company's use of Products, including without limitation its transmission or making available of Company Data (including Personal Data) to Trend Micro. Trend Micro does not assume any responsibility with respect to Company Data or Company's use of Products (other than as may be expressly set forth in this Agreement).

4.2 Right to Use Company Data. Company hereby grants Trend Micro a limited, non-exclusive, royalty-free, paid-up, license to access and use Company Data (unless, where possible, Company opts-out of such uses through Company's configuration): (a) as necessary for Trend Micro to provide Products to Company; (b) to maintain and improve the operation, security efficacy, and functionality of Trend Micro's software and services including Products; (c) to identify and collect information on potential security risks and URLs associated with websites, executable files, or content identified as potential malware vectors in order to continually provide Products and to improve Trend Micro's subject-matter databases; (d) for administration of this Agreement and each Product; (e) to comply with its legal obligations and exercise its rights under Applicable Laws; and (f) for other purposes set forth in this Agreement and/or Trend Micro's Global Privacy Notice published from time-to-time at trendmicro.com/privacy or as may be requested by Trend Micro. Information relating to data processed by Trend Micro Products as well as other compliance related information can be viewed in the Trend Micro Trust Center here trendmicro.com/trustcenter.

4.3 Company's Configuration. Company understands that a Product may contain certain Optional Features. Company is solely responsible for selecting and maintaining Company's configuration of each Product and assuring that Company's configuration conforms to Company's requirements, policies, and procedures regarding any processing of Company Data (including Personal Data) and complies with all Applicable Laws in each jurisdiction to which Company's processing of any Company Data when using any Product may be subject (including Personal Data), or from which Company is accessing and utilizing an Optional Feature. At the initial activation and deployment of each Product and thereafter, Company agrees to: (a) review the capabilities, features, and functionality of the Optional Features and all other features and functionality in the relevant Documentation; and (b) activate, configure, restrict, limit, and/or disable each Optional Feature as may be described in the Documentation in order to cause Company Data to be processed in a manner that meets Company's specific needs. Except for Optional Features, permissions and administrative selections described in the Documentation, Company understands that each Product is a standardized service hosted by or on behalf of Trend Micro and is not customizable.

4.4 Personal Data Processing. Company and Trend Micro agree to be bound by the Data Processing Addendum, it being further agreed that the Data Processing Addendum shall only apply, if and to the extent that Trend Micro acts as a Processor or sub-Processor of Personal Data that Company and its Affiliates provide or make available to Trend Micro hereunder. With respect to each Affiliate of Company that accesses or utilizes any Product as permitted herein, Company agrees to be bound by the Data Processing Addendum for itself and on behalf of each such Affiliate, and Company represents and warrants to Trend Micro that Company is duly authorized to do so on behalf of its Affiliates.

4.5 Business Associate Agreement. This Section only applies if and to the extent that Company, its Affiliate or a Contractor is a Covered Entity or a Business Associate as defined under HIPAA that makes available Protected Health Information (herein "PHI") as a part of Company Data it provides and or otherwise makes available to Trend Micro under this Agreement and Trend Micro otherwise meets the definition of a Business Associate under HIPAA with respect to such PHI. Trend Micro has and will maintain the necessary processes, procedures, and training required to act as a Business Associate of Company/Affiliate(s) under HIPAA. In an effort to avoid the need to amend this Agreement now or in the future, the Parties hereby agree that Trend Micro's HIPAA Business Associate Agreement (at http://www.trendmicro.com/en_us/about/trust-center/compliance.html?modal=s2h-btn-view-agreement-59c045) is incorporated herein and made a part hereof for all purposes on the terms and subject to the conditions and limitations set forth herein and therein and is applicable if and to the extent Trend Micro acts as a Business Associate with respect to Company's or an Affiliate's PHI as the case may be. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, restated, and/or expanded from time-to-time that is an Applicable Law only for USA Covered Entities, Business Associates, and its and their PHI as each such term is defined by HIPAA.

5. Maintenance and Support.

5.1 Maintenance. All Software licensed for a Subscription Period and all Cloud Services fees include Maintenance for the entire Subscription Period ordered by Company.