TRELLIX CHANNEL PARTNER PROGRAM
CHANNEL BASE AGREEMENT
To register as a Channel Partner with Trellix, each Channel Partner must accept the terms of this Channel Base Agreement, which include the Exhibits and Program Policies referenced and incorporated herein (collectively, the “Agreement”).
1. This Agreement is entered into between the company You identify in the Trellix Partner Portal registration application (“Channel Partner,” “You,” or “Your”) and Trellix (as defined herein in Exhibit 1, “We,” “Us,” or “Our”). Trellix and Channel Partner may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
2. This Agreement governs Your access to, and participation in, Trellix’s Channel Partner Program (“Program”). By accepting this Agreement either by clicking a box indicating Your acceptance or otherwise electronically indicating acceptance, You agree to the terms of this Agreement. If You are entering into this Agreement on behalf of a legal entity, You represent that You have the authority to bind such entity to this Agreement.
3. You may not participate in the Program or have access to Our Partner Portal if You do not agree to this Agreement. If You elect to participate in any of Our Specialization Programs, You must first execute an applicable specialization schedule(s) (which We will provide to You) which sets out additional terms for each Specialization Program. Each executed specialization schedule is incorporated into, and subject to, this Agreement.
4. For avoidance of doubt, this Agreement pertains to Your participation in the Program and is not a sale, purchase, or distribution agreement with Trellix.
5. Exhibit 1 (General Terms) and Exhibit 2 (Definitions) are incorporated into this Agreement. Capitalized terms used in this Agreement have the meaning ascribed to them as set forth in Exhibit 2.
6. Complete Agreement. This Agreement, including the exhibits and other documents referenced and incorporated herein, is the entire agreement between the Parties with respect to the subject matter contained herein, and supersedes any prior and contemporaneous oral or written communications between them. The provisions of this Agreement control over any course of performance, course of dealing, or usage of the trade inconsistent with any of the provisions of this Agreement. This Agreement may only be modified by a written document executed by the Parties.
-Exhibits 1 and 2 follow this page-
EXHIBIT 1 – GENERAL TERMS AND CONDITIONS
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1.
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NON-EXCLUSIVE AUTHORIZATION
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1.1
During the Term of this Agreement, and subject to the terms and conditions of this Agreement, We authorize You to act as a non-exclusive reseller of the Products to End Users in the Territory. We may offer You the right to participate in additional Specialization Programs, which may require You to accept additional terms.
1.2
Non-Exclusive. This Agreement is non-exclusive. You are free to resell other non-Trellix, third-party goods, or services. We may: (a) contract with other resellers to resell Our Products; (b) advertise, promote, market, and make direct sales of Our Products to End Users and other customers; and (c) provide services that may compete with Your offerings.
1.4
No Product Stocking. No rights are granted under this Agreement for You to stock the Products.
Your Affiliates are not automatically included in the Program. Each Affiliate must separately enroll in the Program and accept this Agreement, unless You, as the parent entity, guarantee in writing to Us (per a separate agreement We will provide to You) the performance of Your Affiliate’s compliance with this Agreement.
3.1
Unless previously authorized by Us in writing, or prohibited by law, neither You nor any of Your Affiliates are authorized to resell the Products outside of Your/Your Affiliate’s designated Territory. Example: If Your designated Territory is the United States, You are only authorized to resell the Products in the United States. For resale to the U.S. Government, You must first obtain a written letter of authorization from an authorized signatory of Trellix Public Sector LLC.
3.2
On a limited basis, We may grant exceptions to allow You and/or Your Affiliates to resell the Products outside of Your/Your Affiliates’ respective designated Territory(ies). All terms and conditions of this Agreement will apply if We grant such an exception.
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4.
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PURCHASE OF THE PRODUCTS THROUGH AUTHORIZED DISTRIBUTORS
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4.1
You must purchase the Products from an Authorized Distributor of your choice, for Your resale to End Users.
4.2
Your purchase of the Products from an Authorized Distributor will be on terms and conditions as agreed to between You and the Authorized Distributor, and Your negotiation of those terms with an Authorized Distributor will not be subject to Our review or approval. You agree to submit purchase orders to Your Authorized Distributor within ten (10) Days after receipt of a purchase order from the End User. If You do not intend on accepting such purchase order from the End User, You agree to inform the respective End User of such decision. If We elect, in Our sole discretion, to make certain discounts, rebates or other promotional incentives available to an End User, You will reasonably provide those discounts, rebates, and other promotional incentives to the End User, without prejudice to Your right to apply a higher discount or lower price. No terms in this Agreement or the Program should be construed to restrict Your right to set Your resale prices in Your discretion.
4.3
Subject to the terms and conditions of this Agreement, You agree to market, advertise, promote, and resell the Products to End Users within Your Territory. You will not remove or obscure any Product labels or markings on the Products. If You handle any Products or prepare Products for shipment to End Users, You will comply with all applicable laws related to Product labeling.
4.4
Unless We expressly pre-approved in writing, You may not authorize, appoint, or use any agents, subcontractors or other third parties as downstream resellers or intermediate entities to market or sell the Products. If We agree that You may resell to a downstream reseller (as may be permitted per this Section 4.4), You must contractually require each downstream reseller in the chain of resale to comply with this Agreement and make no unauthorized copies or use of the Products.
4.5
Product Changes. We reserve the right, in Our sole discretion, and without liability to You, to make changes to the Products at any time, including adding new Products, changing the prices for the Products, modifying the Products, changing the level of Support, and discontinuing the availability of any Product. We retain the right to modify or discontinue the resale of any of the Products at any time in Our sole discretion. Products changes will be reflected in the periodic revisions to Our Price Book(s) that We make available to You; We will use reasonable efforts to provide thirty (30) Days’ notice before the effective date of Price Book changes.
4.6
The rights in this Section 4 are licenses or rights of access subject to resale, and do not constitute a sale or transfer of ownership of any portion of a Product. We reserve all rights in the Products that are not expressly authorized for Your resale.
4.7
You shall resell licenses or access rights for the Products of the same character as the licenses or access rights You have purchased from an Authorized Distributor. Example: If You purchase a three-year term license for a Product, You must resell that Product license as a single three-year term license; similarly, any perpetual license for a Product must be resold as perpetual license.
4.8
The End User’s use of Products is subject to the applicable Trellix End User Agreement; You are not authorized to change, and shall not change, any of the End User Agreement(s) in any manner. You must provide an unmodified copy of, or link to, the applicable End User Agreement(s) with any Products You resell to an End User and undertake commercially reasonable efforts to ensure that the End User accepts the End User Agreement either through the click-accept process for downloading the Product or by signing an agreement with You that incorporates the terms of the End User Agreement(s).
4.9
Technical Support and Maintenance Services.
(a)
You must purchase from an Authorized Distributor and resell Support for all Products resold to End Users unless Support is already included in the fees for the Products. Support is governed by the Technical Support and Maintenance Terms and Conditions; whenever You resell Support to End Users You must incorporate a clause into Your quote, proposal or other transaction document with the End user that incorporates the Support terms by reference. You will not modify or alter and will pass through and require End Users to agree to the Support terms.
(b)
The Support Period begins as of the date when the Support is resold, as set forth in the Grant Letter and may be renewed by the End User subject to the payment of applicable Support fees and Our End-of-Life Policy. If an End User fails to maintain Support continuously, and the End User wants Support to be reinstated, the End User must purchase Support to cover the period from the expiration of the previous Support Period until the Support is current. We may also charge an out of compliance fee in connection with bringing an End User’s Support contract current.
4.10
Professional Services. Professional Services are governed by the Professional Service Terms. You will not modify or alter and will pass through and require End Users to agree to those terms.
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5.
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GRANT LETTERS/ END USER AGREEMENTS
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5.1
After We have accepted a valid purchase order from an Authorized Distributor for the Products, We will issue to the identified End User (to whom You have resold Products), a Grant Letter regarding the End User’s purchase of the Products.
5.2
Each Grant Letter includes an active Grant Number and written instructions for the End User with respect to the End User’s access to, and use of, the Products. As a part of this activation process, the End User will be required to click-accept the applicable End User Agreement(s). You shall not modify or alter the End User Agreement(s) in any manner or restrict the End User from accepting such End User Agreement(s) as part of the activation process.
5.2
You shall make no additional warranties or representations to End Users regarding the Products that conflict with the End User Agreement(s).
5.3
The rights and obligations of End Users under the End User Agreement(s) will survive the termination of this Agreement and will expire or terminate in accordance with the End User’s applicable End User Agreement(s).
6.1
In connection with marketing the Products, You will:
(a)
provide a sufficient number of competent sales and support representatives who are trained and knowledgeable about the Products, and who are capable of answering customer questions regarding the Products;
(b)
demonstrate the Products to customers and participate in Trellix-led demonstrations of the Products to customers;
(c)
assist customers to determine which Products may best meet their needs;
(d)
provide pre- and post-sales technical assistance, service, and support for the Products;
(e)
make Products sales and promotional materials available to customers; and
(f)
support special Program promotions initiated by Us.
6.2
You will conduct Your business in a professional and businesslike manner that reflects favorably upon the Products and Trellix.
6.3
Channel Partner Use of Trellix Marks.
(a)
We grant to You a non-exclusive, non-transferable, limited license (without the right to sublicense), for the Term, to use and display Our Marks (“Trellix Marks”) solely in connection with Your marketing and resale of the Products in accordance with this Agreement and Trellix Trademark Guidelines and Logo Usage Guidelines.
(b)
You may advertise and promote the Products in a commercially reasonable manner so long as all such promotions and advertising are consistent with the following:
(i)
You may not market a combined offering under any name similar to Trellix Marks without Our written approval; and
(ii)
You will retain and reproduce, as applicable, Trellix Marks and any Trellix copyright notices on all Products, as provided by Us.
6.5
Documentation. We grant to You a non-exclusive, non-transferable limited license (without the right to sublicense), for the Term, to use, reproduce and distribute the Documentation in accordance with this Agreement and Our Trademark Guidelines and Logo Usage Guidelines, solely in connection with Your activities to market, promote and sell the Products in accordance with this Agreement. You cannot modify the Documentation in any way.
6.6
Company Use of Channel Partner Marks. During the Term of this Agreement, You grant to Us and Our Affiliates a non-exclusive, non-transferable limited license (without the right to sublicense), for the Term, to use and display the marks You own (“Channel Partner Marks”), in accordance with Your reasonable written instructions or usage guidelines that You provided to Us, in furtherance of each Party fulfilling its obligations under this Agreement.
6.7
Process for Review of Each Party’s Marks.
(a) We will have the right to review Your use of Trellix Marks and Documentation and You will have the right to review Our use of the Channel Partner Marks.
(b) Before distributing any materials or otherwise using the other Party’s Marks, each Party will submit a sample of the proposed use to the other Party for review and approval.
(c) If the reviewing Party disapproves the use of its Marks, the reviewing Party will notify the submitting Party in writing and explain in detail its concerns and the submitting Party will not to use the other Party’s Trademarks as presented in the sample. The submitting Party will provide an edited specimen of its use of the reviewing Party’s Trademarks that addresses the concerns to the reviewing Party for review within ten (10) Days from the date of notice from the reviewing Party.
(d) Upon request, You will promptly provide Us with any documentation (e.g., the document used for selling or advertising) that includes Trellix Trademarks and the date and source of the publication in which the Trellix Trademarks appeared.
6.8
Each Party acknowledges and agree that:
(a) We are the sole and exclusive owner of Trellix Marks;
(b) You are the sole and exclusive owner of Channel Partner Marks;
(c)
each Party owns all goodwill associated with its Marks. You assign to Us all goodwill associated with or created by Your use of Trellix Marks;
(d)
a Party’s use of the other Party’s Marks will not create any right, title, or interest in the other Party’s Marks;
(e)
it will do nothing inconsistent with the other Party’s Marks ownership, either during the Term or afterwards;
(f)
use of the other Party’s Marks and all goodwill associated with any use will inure to the benefit of and be on behalf of the owning Party; and
(g)
it will limit the use the other Party’s Marks to create a separate and distinct impression from any other Mark that may be: (i) used or affixed to materials bearing the other Party’s Marks; or (ii) used in connection with services provided under the other Party’s Marks.
(h)
At Our request, You will immediately cease and desist the use of any domains or sub-domains containing all or part of the Trellix Trademarks (i.e., to the left of the “dot” for top level domains). On Our further request, You will immediately assign all of Your rights and ownership in the domains to Us.
(i)
Each Party will have the sole right and discretion to bring, prosecute and settle infringement, unfair competition and similar proceedings based on its own Marks.
6.9
Public Announcements. Nothing in Section 6 prevents either Party from making general statements to confirm the existence of the business relationship between the Parties created under this Agreement. Otherwise, any official public relations and formal press releases concerning this Agreement and the relationship between the Parties, or any business activities undertaken by the Parties pursuant to this Agreement shall be mutually agreed upon by the Parties in advance of any public announcement.
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7.
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NOT-FOR-RESALE (NFR) PRODUCTS
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7.1 We will make certain not for resale Products (NFR Products) available to You to:
(a) allow You to use the NFR Products within Your environment;
(b) allow You to become more familiar with the NFR Products to enable You to resell the Products to End Users more effectively; and
(c) demonstrate the NFR Products to prospective End User customers.
The NFR Products, NFR Product access, and limits on the number of licenses, Product Entitlement and Hardware are based on the Program
7.2 NFR Products may not be resold at any time without Our written consent. Your use of the NFR Products is subject to the terms and conditions of the applicable Products terms and conditions. References to “Evaluation Products” in the Trellix Products Terms will be deemed to be references to “NFR Products”.
7.3 All NFR Hardware Products must be purchased with the first year of Hardware Support. You must renew Hardware Support annually to maintain eligibility of the Hardware for future Support. You will receive a Grant Number, which can be used to obtain Software Support for the NFR Software Products.
7.4 Notwithstanding any other audit obligations, You will provide to Us information about the use, location, and installation of the NFR Products promptly on request. Misuse of NFR Products is a material breach of this Agreement and may result in suspension or termination of Your appointment as a Channel Partner and participation in the Program.
7.5 We reserve the right to modify the list of NFR Products, or cease to offer NFR Products at all, without cause at any time.
8.1
Confidential Information as used herein, means any information (regardless of the form of disclosure or the medium used to store or represent it) of a Party (Disclosing Party), including trade secrets and technical, financial, or business information, data, ideas, concepts or know-how, that:
(a)
is designated as “confidential” or by similar words by the Disclosing Party at the time of disclosure and, if oral or visual, is confirmed as confidential by the Disclosing Party in writing within fifteen (15) Days of disclosure; or
(b)
the receiving party (Recipient) should reasonably have considered to be confidential under the circumstances surrounding disclosure.
8.2
Exclusions. Confidential Information does not include any information that:
(a)
written records demonstrate was lawfully acquired by or previously known to the Recipient independent of the Disclosing Party;
(b)
is received from a third-party without restrictions on its use or disclosure and not by inadvertence or mistake;
(c)
is or has become disseminated to the public through no fault of the Recipient and without violation of the terms of this Agreement or other obligation to maintain confidentiality; or
(d)
is created independently by the Recipient without breach of this Agreement, including any obligation of confidentiality owed to the Disclosing Party.
8.3
Each Party acknowledges that it may have access to Confidential Information of the other Party in connection with this Agreement, and that each Party’s Confidential Information is of substantial value to the Disclosing Party, which could be impaired if it were improperly disclosed to third Parties or used in violation of this Agreement.
8.4
Each Recipient of Confidential Information under this Agreement must:
(a)
keep the Disclosing Party's Confidential Information confidential and protect it at least to the same extent it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information;
(b)
not use the Disclosing Party's Confidential Information in any way for its own account or the account of any third-party except to perform its duties or exercise its rights under this Agreement or as otherwise authorized under this Agreement; and
(c)
not disclose the Disclosing Party's Confidential Information except to perform its duties or exercise its rights under this Agreement or as otherwise authorized under this Agreement, provided that:
(d)
any disclosure made to the Recipient's employees, contractors or agents is on a need-to-know basis; and
(e)
the Recipient's employees, contractors, or agents in receipt of the Confidential Information are under an obligation of confidentiality no less stringent than that specified in this section.
8.5
Notwithstanding the restrictions in set out above, if the Recipient is required to disclose any of the Disclosing Party's Confidential Information by law, such as in response to a subpoena or requirement of any court, arbitral, administrative, or legislative body, the Recipient must:
(a) where reasonably possible and permitted, immediately provide written notice to the Disclosing Party of the required disclosure to give the Disclosing Party an opportunity to move for a protective order or otherwise prevent the disclosure;
(b) disclose only the minimum amount of Confidential Information required to satisfy the legal obligation; and
(c) assert and take proper steps with the body requiring disclosure to maintain the confidentiality of the Confidential Information to be disclosed.
8.6 You will immediately notify Us if Confidential Information of Trellix is used or disclosed in breach of this Agreement. As monetary damages may not be sufficient relief if anyone violates or threatens to violate the terms of this section, We are immediately entitled to enforce Our rights by specific performance or injunction proceedings, in addition to any other rights or remedies it may have.
8.7 Upon the Disclosing Party’s request and upon termination of this Agreement (unless agreed otherwise by the Parties at the time), each Party will return, destroy, or delete permanently (at the Disclosing Party’s election) the other Party’s Confidential Information.
8.8 On termination of this Agreement, the Recipient must continue to keep the Disclosing Party’s Confidential Information confidential for five (5) years in accordance with this section.
8.9 Neither Party may make any public statement (such as press releases or public announcements) about this Agreement or the relationship of the Parties without the other Party’s prior written consent.
8.10 If either Party provides the other with any sales leads or proprietary information pertaining to a particular prospective End User customer (End User Information), the Recipient must keep the End User Information confidential and not disclose the End User Information to any third-party without the Disclosing Party’s consent. However, any information related to the following entities will not be considered End User Information: any current users of any Products, or any person or entity then being solicited by Us or any of Trellix’s Distributors, dealers, agents, or other Representatives. Notwithstanding the above, sharing of End User Information will not restrict Our ability to pursue any arrangements with a prospective End User customer.
8.11 We will not be required to treat as Confidential Information any suggestion or idea You provide to Us regarding the Products (Feedback), and nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict Our right to use, profit from, disclose, publish, or otherwise exploit any Feedback, without compensation to You or any third-party or provide You or any third-party with any rights to the Products.
9.1 During the Term of this Agreement and for a minimum of seven (7) years thereafter (or for a longer period, if required by applicable law), You must maintain complete, legible, and accurate Records relating to Your activities in the Program and under this Agreement. At the end of this retention period, You will appropriately dispose of all Records, except as may be required by law.
9.2 Upon Our request, You will co-operate with Us or Our authorized Representatives, to review (or, if We request, to obtain copies of), Your relevant records to validate Your compliance with this Agreement and the Program (the “Review”). A Review will:
(a) occur no more than once per year unless We have a reasonable concern regarding a material breach of this Agreement;
(b) be conducted during Your regular business hours; and
(c) be conducted in such a manner as not to unduly interfere with Your business activities.
9.3 If a Review identifies discrepancies of any nature, We will send You a written deficiency notice. You must cure the identified deficiencies (assuming they can be cured) within thirty (30) Days of such notice unless We agree in writing to a longer period of time for You to cure the deficiencies.
9.4 If the Review indicates that You have not paid for Products, or have underpaid for certain Products, You shall promptly pay for all outstanding amounts due as a consequence of such discrepancies, plus interest at the legal maximum rate permitted by applicable law, accruing from the time in which payments would have been due if the amounts had been correctly reported.
9.5 Each Party will bear its own costs associated with a Review; notwithstanding the foregoing, if a Review reveals a Product usage discrepancy of five percent (5%) or more, We retain the right, without prejudice to other rights/remedies, to terminate this Agreement, if You fail to cure the identified discrepancies or pay all outstanding amounts due within the cure time period of a deficiency notice.
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10.
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CHANNEL PARTNER PARTICIPATION IN THE PROGRAM
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10.1 Your participation in the Program and eligibility to receive Program benefits, is conditioned upon Your ongoing compliance with this Agreement and the Program Requirements. We retain the right to terminate this Agreement or modify Your status level as a Channel Partner in the Program if You fail to achieve or maintain the Program Requirements. Channel Partner status levels are delineated in the Program Guidelines. If You do not agree with the terms of the Program Requirements, You may end Your enrollment in the Program at any time by providing Us with thirty (30) Day’s prior written notice.
10.2 We retain the right to modify the Program at any time and provide notice of Program changes to all Channel Partners enrolled in the Program on the Partner Portal, which We will make available to You. You are responsible for regularly checking the Partner Portal for Program changes. Your continuing participation in the Program shall be Your agreement to such changes.
10.3 Current Contact Information. You agree to provide, and to keep updated, all contact information of Your authorized Representatives in the Trellix Partner database (“Contact Information”). You grant Us permission to use Your Contact Information for the purposes of conducting the Program, in accordance with applicable laws. We retain the right to remove Your firm’s name from Our database if You fail to provide Us with Your current contact information.
10.4 Point of Sales Information. You agree to provide timely and accurate point of sale information (“POS”) to Your Authorized Distributor, and promptly upon Our request. You acknowledge that Your provisioning of accurate and timely POS information is required for order processing, validating End User entitlements to the Products, calculating any Program incentives, and for other business purposes, subject to applicable law. For avoidance of doubt, Your ongoing provisioning of accurate and timely POS is a material requirement of this Agreement.
11.1 As part of Your ongoing participation in the Program, We will provide You access to the Partner Portal, which includes content in the form of information, materials, and tools (the “Content”) pertaining to the Program and the Products.
11.2 We grant You a limited, non-exclusive, nontransferable, non-sublicensable right and license, during the Term, to access and use the Partner Portal and Content therein, solely in accordance with this Agreement.
11.3 All Content remains the property of Trellix. You may only use the Partner Portal for purposes of fulfilling Your role/responsibilities under the Program and this Agreement. We may suspend or terminate Your access to the Partner Portal if We reasonably believe You violated or will violate this Agreement, or as needed to ensure the security or integrity of the Partner Portal.
11.4 You are responsible for deactivating the user profile/access for any of Your personnel who are granted access to the Partner Portal when any such personnel depart from Your firm. You will be solely responsible for any of Your terminated personnel gaining unauthorized access to Trellix’s systems or to any of Your data as a result of Your deactivation (or lack thereof) of such person’s user profile.
11.5 We retain the right to remove access to the Partner Portal of any person whose identity with Your firm cannot be promptly validated or when such removal is required per applicable export or other laws.
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12.
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INTELLECTUAL PROPERTY RIGHTS
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12.1 The Products, whether or not provided to You, are strictly confidential to Trellix. You acknowledge and agree that the Products and all ideas, methods, algorithms, formulae, processes, and concepts used in developing or incorporated into it, all future updates and upgrades, and all other improvements, revisions, corrections, bug-fixes, hotfixes, patches, modifications, enhancements, releases, DATs, signature sets, upgrades, and policy and database updates and other updates in, of, or to the Products, all Derivative Works based upon any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of Trellix, having great commercial value to Us.
12.2 We (or Our licensors) own exclusively and reserve all Intellectual Property Rights in Our Products, and You may not exercise any right, title, and interest in and to the Products, including, without limitation, all Intellectual Property Rights in and to the Products, except to the extent of the limited use license or right to use granted to You in this Agreement.
12.3 Restrictions. You may not, and may not cause or allow any End User or third-party to:
(a) decompile, disassemble, or reverse-engineer the Products, or create or recreate the Source Code for the Products;
(b) remove, erase, obscure, or tamper with any copyright or any other product identification or proprietary rights notices, seal, or instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Products or Documentation; or fail to preserve all copyright and other proprietary notices in all copies of the Products and Documentation;
(c) lease, lend or use the Products for timesharing or service bureau purposes; sell, market, license, sublicense, distribute, or otherwise grant to any person or entity any right to use the Products except to the extent expressly permitted in this Agreement;
(d) use the Products to provide, alone or in combination with any other Product or service, any Product or service to any person or entity, whether on a fee basis or otherwise except to the extent expressly permitted in this Agreement;
(e) modify, adapt, tamper with, translate, or create Derivative Works of the Products or the Documentation; combine or merge any part of the Products or Documentation with or into any other software or documentation; or refer to or otherwise use the Products as part of any effort to develop Software or Cloud Services (including, without limitation, any routine, script, code, or program) having any functional attributes, visual expressions, or other features similar to those of the Products or to compete with Trellix;
(f) except with Our prior written permission, publish any performance or benchmark tests or analysis relating to the Products; or
(g) attempt to do any of the actions in subsections 12.3 (a) through (f).
12.4 You may not combine, resell, or distribute the Products with Open-Source Software or with software developed using Open-Source Software (e.g., tools) in a manner that subjects the Products, or any portion of the Products, to any license obligations of the Open-Source Software.
12.5 You will not remove, alter, or obscure any copyright or other proprietary rights notices contained in the Products, and You will not apply any Trademarks or notices to the Products, other than the Trellix Trademarks in accordance with the Trademark terms of this Agreement.
12.6 We reserve the right to add new Product offerings or remove or modify existing Product offerings, from time to time, in accordance with Our End-of-Life Policy and/or as may be required by law or in Our sole discretion.
13.1 Term. This Agreement will commence as of the date when You have click-accepted or otherwise electronically accepted this Agreement (the “Effective Date”) and will continue until terminated in accordance with its terms. A Party’s performance of its surviving obligations under this Agreement after termination will not extend this Agreement.
13.2 Termination for Convenience. Either Party may terminate this Agreement at any time for convenience with thirty (30) Days prior written notice to the other Party.
13.3 Termination for Cause. Either Party may terminate this Agreement immediately for cause as set forth elsewhere in this Agreement or if:
(a) the other Party engages in any unlawful business practice;
(b) the other Party breaches this Agreement and has failed to remedy a remediable breach within thirty (30) Days of receipt of a notice from the first Party specifying the breach and requiring it to be remedied, or if the breach is incapable of remedy;
(c) the other Party or its property is subject to insolvency or receivership procedures;
(d) the other Party becomes insolvent or unable to pay its debts as they mature;
(e) the other Party makes an assignment for the benefit of creditors; or
(f) the other Party becomes the subject of any other proceeding under any bankruptcy, insolvency, or debtor's relief law.
13.6 When this Agreement ends or is terminated, You must:
(a) immediately stop using all rights granted by this Agreement, including, but not limited to, Your use of the Products and Documentation in Your possession or control and use of Our Confidential Information;
(b) either return to Us, or destroy or permanently delete of Our Confidential Information and certify in writing that You have taken such actions;
(c) immediately cease all use of, and remove from Your website, all links, and Trellix Trademarks; and
(d) cease identifying or representing Yourself as a Channel Partner under this Program.
13.7 Managed Services.
(a) If, at the time of termination, You were authorized to resell the Products as a managed service offering as part of Our Specialization Program, You must, within ten (10) Days of termination, provide Us with a written list of all current End Users of Your managed service that includes Our Products, listing End User names, the specific Products purchased by You, the type/quantity of the Products You purchased, and the date on which Your managed services contract under which You used the Products, with the End User is due to expire (the “List”).
(b) After termination of this Agreement and You providing Us the End User information set forth in Section 13.7 (a) above, We may, in Our sole discretion, permit You to do one of the following: (i) continue to provide the Products to those End Users (identified in the List), subject to the terms of this Agreement, until the expiration date of the managed services contract between the applicable End User and You; or (ii) transition such End Users to Us or Our designees. Should You transition, You will provide all necessary information and cooperation to facilitate such transition and pay to Us any portion of pre-paid fees received by You but not yet earned. In no event may You add additional End Users after notice of termination of the Agreement.
13.8 The termination of this Agreement will not affect any payment obligations You may have to Us under this Agreement or any separate agreement You may have with an Authorized Distributor.
13.9 Any report due under the under this Agreement must automatically be accelerated so that the reports will be considered due within fifteen (15) Days from the effective date of the termination of this Agreement.
13.10 If this Agreement is terminated, We reserve the right to communicate with End Users and provide End Users with the option to purchase Products from other Trellix resellers or from Us directly, in order to maintain continuity of service for the End User.
13.11 Survival. The following Sections shall survive the expiration or termination of this Agreement, together with any other term that is by its nature intended to survive termination of this Agreement: Section 8 (Confidentiality), 9 (Business Records), 12 (Intellectual Property Rights), 13 (Term and Termination), 14 (Privacy), 15 (Indemnification), 16 (Product Warranties), 17 (Limitation of Liability), 19 (Export Compliance), 21 (General), and Exhibit 2 (Definitions).
14.1 Each Party shall comply with all applicable laws governing the collection, use and disclosure of Personal Data and must obtain any required consents with respect to the handling of Personal Data. Our management of Personal Data is described in Our Privacy Notice.
14.2 Unless a specific agreement has been executed between the Parties, by entering into the Agreement, the Parties are deemed to have executed Our Customer Data Processing Agreement (the “DPA”). In the event of any conflict between the terms of the DPA and the Agreement, the terms of the DPA will take precedence.
14.3 You grant to Us a non-exclusive, perpetual right and license to use, reproduce and disclose Threat Data and deidentified material for improvement of Products and services; research to enhance understanding of Malware, threats, and vulnerabilities; and to improve overall security. This includes, without limitation, compiling statistical and performance information and making such information publicly available. We retain all rights in Threat Data and aggregated and anonymous data.
15.1 You agree to indemnify and defend Us and Our Affiliates against any claims, liabilities, and expenses (including court costs and reasonable attorney fees) that We or an Affiliate incurs as a result of or in connection with any third-party claims arising from:
(a) any representation, condition, warranty, or other term provided or offered by You with respect to the Products, other than those specified in Our End User Agreements;
(b) Your managed services offerings or other services or offerings, or marketing materials;
(c) statements or representation regarding Your managed service offerings or regarding the Products, other than what is specified in the applicable Documentation provided by Us to You under this Agreement;
(d) any modification of Products, or use, operation, or combination of the Products with non-Trellix products, services, or data; or
(e) any claims, costs, damages, and liabilities whatsoever asserted by any of Your Representative(s).
15.2 We will notify You promptly in writing of any claim for which We seek indemnification. Unless We instruct You otherwise, You will conduct the defense of any claim and any related settlement negotiations, and You must not make any settlement that involves a remedy relating to admission of liability by, injunctive relief against, or other affirmative obligations by Us, or which is otherwise detrimental to Trellix’s interests, without Our written consent.
16.1 We warrant the Products to End Users as described in the End User Agreement(s). DISCLAIMER: Unless required by applicable laws, We give no other express warranties, representations, or conditions. To the maximum extent permitted under applicable law, We exclude all implied warranties and conditions, such as implied warranties of merchantability, non-infringement, and fitness for a particular purpose.
16.2 You must not make any representation, condition, or warranty about the Products.
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17.
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LIMITATION OF LIABILITY
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17.1 Subject to sections 17.3 and 17.4 below, each Party’s entire aggregate liability to the other Party for claims under or related to the subject matter of this Agreement will not exceed the total amounts of payments paid or payable by You to an Authorized Distributor for the Products in connection with this Agreement in the twelve (12) months preceding the event or circumstances giving rise to such liability. This limitation shall apply to all causes of action in the aggregate.
17.2 Waiver of Consequential Damages. Subject to Section 17.3 and 17.4, neither Party will be liable for any indirect, special, incidental, consequential or exemplary damages, lost profits, lost business, loss of goodwill, lost revenue or lost savings, loss of use or loss, stolen or damaged data or interruption of business, loss of personnel salaries, computer or system failure or malfunction, costs of obtaining substitute products, work stoppage, denial of access or downtime, system or service disruption or interruption, as well as the costs of restoring any lost, damaged, or stolen data, information or systems, even if the damages were foreseeable or a Party has been advised of the possibility of those damages.
17.3 This limitation of liability applies whether such claims arise under contract, tort (including negligence), strict liability, breach of warranty, equity, statute or otherwise.
17.4 Nothing in this Agreement limits or excludes (a) Your payment or indemnification obligations under this Agreement; (b) liability for either Party’s breach of its confidentiality obligations; (c) liability for either Party’s breach of the obligations in Section 12 (Intellectual Property Rights), (d) fraud, or (e) any liability that cannot be otherwise limited or excluded under applicable law.
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18.
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COMPLIANCE WITH ANTI-CORRUPTION/ ANTI-BRIBERY LAWS
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18.1 Each Party agrees to comply with all applicable country, federal, state, and local anti-bribery laws, including, but not limited to, the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, or other applicable anti-corruption laws (“Anti-Corruption Laws”). As used in this Section 18, “Government Official” means any officer, employee, or person acting in an official capacity for any government department, agency, or instrumentality, including state-owned or -controlled companies, and public international organizations, as well as a political party or political party official or candidate for political office.
18.2 Each Party represents and warrants that:
(a) neither it, nor anyone acting on its behalf, has violated or will violate the Anti-Corruption Laws in connection with this Agreement;
(b) it has not and will not, directly or indirectly, offer, promise, authorize, solicit, pay, or give anything of value to any Government Official to:
(i) influence an act or decision of the Government Official in their official capacity;
(ii) induce the Government Official to do or omit to do any act in violation of the lawful duty of such official;
(iii) secure an improper advantage; or
(iv) induce the Government Official to use their influence to affect or influence any act or decision of a government or instrumentality, in each case in order to assist Us or any of Our Affiliates in obtaining or retaining business; and
(c) none of its employees, directors, owners, officers, or principals, or any immediate family member of a director, owner, officer, or principal, is a Government Official with influence over this Agreement.
18.3 In addition, You shall properly and accurately record all transactions in Your books and records, including amounts, purpose, and recipient, all of which You shall maintain with supporting documentation.
18.4 You agree to promptly notify Us if at any time during the Term of this Agreement any of Your employees, directors, owners, officers, or principals is named, appointed, or otherwise becomes a Government Official with influence over this Agreement. If, in Our opinion, that change increases Our compliance risks related to this Agreement, the Parties will work together to reach an acceptable solution. If no acceptable solution can be found, the change will constitute grounds for either Party to terminate this Agreement immediately without cause.
18.5 You must ensure that Your subcontractors, subagents, vendors, or any other third parties performing services in connection with this Agreement and acting under Your authority or control are aware of and do not violate the Anti-Corruption Laws.
18.6 If We have reasonable basis to believe that a breach of the obligations set forth in this Section 18 has occurred, or may occur, We may, without limitation to other rights and remedies: (a) withhold further delivery of Products and other performance under the Partner Program until such time as it has received confirmation to Our satisfaction that no breach has or will occur; or (b) terminate Your participation in the Program immediately, in accordance with the termination terms herein.
18.7 Upon Our request, You agree to complete and return a written certification of compliance with the terms of this Section 18 in a form and substance acceptable to Us.
19.1 You will not, directly or indirectly, export, transmit, distribute, or use the Products or any portion thereof (including any technical data) to or in any country to which export or transmission is restricted by regulation, statute, or other law (“Law”), without the authorization, if required, of the Bureau of Industry and Security of the U.S. Department of Commerce or any other applicable governmental entity that may have jurisdiction over export or transmission.
19.2 You will not use or transfer the Products, or any portion thereof, for end use relating to any activity prohibited by the United States or other applicable government law or regulation (including, but not limited to, activities related to nuclear proliferation, biological or chemical weapons, or missile or rocket technology), unless authorized by the U.S. Government by regulation or specific license.
19.3 You acknowledge and agree that Software containing encryption that may be provided in conjunction with the Products may require authorization from the U.S. and other applicable authorities including the European Union, prior to export. You also acknowledge and agree that any Products containing encryption may be subject to import or use restrictions in other countries. Additional information may be found on Our “Export Compliance” webpage https://trellix.com/en-us/about/legal/export-compliance.html, as updated from time to time.
19.4 If We receive notice that You are, or become identified as, a sanctioned or restricted party under applicable law, We will not be obligated to perform any of Our obligations under this Agreement if such performance would result in violation of the sanctions or restrictions.
19.5 Your obligations under this Section 19 shall survive the termination of this Agreement.
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20.
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REPRESENTATIONS AND WARRANTIES
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20.1 In addition to any other express representation or warranty specified in this Agreement, each Party represents and warrants to the other, and it is a condition of this Agreement, that as of the date of this Agreement:
(a) this Agreement constitutes a legal, valid, and binding obligation of the Party, enforceable in accordance with its terms by appropriate legal remedy; and
(b) it has the legal and corporate power to enter this Agreement.
20.2 Additionally, You represent that:
(a) You are registered and in good standing with the applicable tax authority(ies) and You hold the required business licenses to do business, in the locations You conduct business;
(b) You are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from conducting business by and with any government entity;
(c) You have not been criminally convicted of, or had a civil judgment rendered against You in the past five (5) years, by a government entity, for the commission of fraud, theft, forgery, bribery, falsification, or destruction of records, making false statements, misappropriation of Intellectual Property Rights, or for other unfair business practices (including, but not limited to, violation of antitrust/competition laws); and
(d) You are not presently indicted for, or otherwise criminally or civilly charged by a government entity, with any of the actions noted in (c) above.
21.1 Independent Contractors. The Parties are independent contractors for all purposes under this Agreement. The use of the term “Partner” by either Party in connection with the Program is purely for marketing purposes; it neither establishes any partnership between the Parties, nor indicates the intent of either Party toward a partnership or joint venture. Your firm and Trellix do not have any agency, franchise, or fiduciary relationship.
21.2 Assignment. You may not sublicense, assign, or transfer this Agreement or Your rights or delegate Your obligations under this Agreement by operation of law or otherwise without Our prior written consent. Our rights and obligations, in whole or in part, under this Agreement, may be assigned or delegated by Us to any of Our Affiliates or in connection with a merger, reorganization, consolidation or sale of all or a portion of Our business, without prior written notice to You.
21.3 Severability. If a court holds that any provision of this Agreement is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable or, if it cannot be made valid and enforceable, the court will sever and delete the provision from this Agreement. The change will affect neither the validity of the amended provision nor the validity of any other provision of this Agreement, which will continue in full force and effect.
21.4 No Waiver. A Party’s failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time. A waiver of any provision of this Agreement must be in writing, specify the provision to be waived and signed by the Party agreeing to the waiver.
21.5 Force Majeure; other excusable failures or delays in performance. Neither Party is liable for delays or failures to perform any of its obligations under this Agreement to the extent caused by a Force Majeure Event.
21.6 Compliance with Laws. To the extent not addressed elsewhere in this Agreement, each Party shall comply with its respective national, state, and local laws and regulations governing the performance of each Party’s obligations under this Agreement during the Term.
21.7 We do not solicit or accept complaints from Our Channel Partners about other Partner’s sales or pricing practices and will not engage in any such discussions. All Channel Partners are free to unilaterally determine their resale prices.
21.7 Governing Law; Venue. The Parties are contracting with under this Agreement, the address to which You should direct legal notices arising under or relating to this Agreement, the law that will apply in any dispute arising out of or relating to this Agreement, or its subject matter, and which courts can adjudicate any such dispute, depend on where You are domiciled, as set for the Table 1 below. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.
Table 1
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Partner’s Principal Place of Business
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Contracting
Trellix Entity
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Governing Law
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Jurisdiction
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Address for Legal Notices
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Canada, United States and Central and South America
(excluding U.S. Public Sector sales)
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Musarubra US LLC
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State of California, United States
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State court in Santa Clara California or in the Federal District Court for the Northern District of California
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6000 Headquarters Drive, Suite 600, Plano, TX 75024, USA
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For all sales to
the U.S. Government*
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Trellix Public Sector LLC
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State of California, United States
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State court in Santa Clara California or in the Federal District Court for the Northern District of California
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11911 Freedom Drive, Suite 400, Reston, VA 20190, USA
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* regardless of where Partner is domiciled), and for Partners domiciled in the United States, with respect to the resale to state and local governments in the United States and to healthcare End User customers in the United States.
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Australia
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Musarubra Australia Pty Ltd.
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Laws of Australia
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Courts of New South Wales, Australia
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40 Mount Street, Level 16, North Sydney, NSW 2060, Australia
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Europe, Middle East, and Africa
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Musarubra Ireland Limited
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Laws of the Republic of Ireland
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Courts of the Republic of Ireland
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Building 2000, City Gate, Mahon, Cork, Ireland
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Japan
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Musarubra Japan KK
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Laws of Japan
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Tokyo District Court of Japan
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Shibuya mark City West, 1-12-1 Dogenzake, Shibua-ku, Tokyo 150-0043
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Asia, but excluding China, Japan, and Australia
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Musarubra Singapore Pte Ltd.
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Laws of the Republic of Singapore
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Courts of the Republic of Singapore
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238A Thomson Road, #12-01.05 Novena Square, Tower A, Singapore, 307684
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China
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McAfee (Beijing) Security Software Co. Ltd.
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Laws of the Republic of Singapore
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Courts of the Republic of Singapore
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Room 608, Unit 0610, 6/F Zhongyu Masion, No.6 North Workers’ Stadium Road, Chaoyang District, Beijing, China
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| |
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Canada, United States and Central and South America
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FireEye Security Holdings US LLC
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State of California, United States
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State court in Santa Clara California or in the Federal District Court for the Northern District of California
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6000 Headquarters Drive, Suite 600, Plano, TX 75024, USA
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All regions other than Canada, United States and Central and South America
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FireEye Ireland Ltd.
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Laws of the Republic of Ireland
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Courts of the Republic of Ireland
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70 Sir John Rogerson's Quay, Dublin 2, DUBLIN, D02 R296, Ireland
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21.8 Amendment. This Agreement may be amended only by written and signed agreement of the Parties.
21.9 Notice. Any notice given under or in relation to this Agreement must be in writing. We will provide notice of Program changes on the Partner Portal. Other notices shall be provided by either Party to the other in writing and will be considered delivered when received if delivered by hand with receipt, the next Business Day after sending it by pre-paid, nationally recognized, overnight air courier with tracking capabilities, or five (5) Business Days after being sent by registered or certified airmail, return receipt required, postage prepaid, as follows:
For notice to Trellix: See the Table 1 (in Section 21.7) above. Copies of all notices should also be sent to the Attention of the Trellix Legal Department, 6000 Headquarters Drive, Suite 600, Plano, Texas 75024.
For notice to Channel Partner: Your then-current name and address that You have provided to Us in the Partner Portal.
A Party may change its address for notification purposes by giving written notice of such change to the other Party. Notwithstanding the foregoing, communications in the ordinary course of business (which do not include any notices related to payment, any dispute under or alleged breach of this Agreement, any effort to enforce the terms of this Agreement, or any notice regarding termination or modification of this Agreement or the Products), may be sent via email to the appropriate contact.
21.10 No Third-Party Beneficiaries. Nothing in this Agreement, either expressed or implied, is intended or shall be construed to confer upon any entity (including any End User), other than the Parties, any remedy or claim by reason of this Agreement, and any such remedies or claims shall be for the exclusive benefit of the Parties, as applicable.
21.11 Injunctive and other Equitable Relief. In addition to any and all remedies available at law, a Party will be entitled to seek injunctive relief or other equitable remedies in the event of any threatened or actual violation of any or all of the provisions hereof.
21.12 Enforceability. You agree that Your representative who electronically accepts this Agreement has the capacity and authority to execute this Agreement on Your behalf. The Parties each waive any defense to the validity or enforceability of this Agreement by You.
21.13 Entire Agreement. This Agreement, including Exhibits 1 and 2, constitutes the entire understanding between the Parties relating to its subject-matter and supersedes all oral or written proposals, and all communications between the Parties relating to its subject-matter. The terms of this Agreement will prevail, notwithstanding any variance with any other written instrument submitted by You, whether or not expressly rejected by Us.
-Exhibit 2 (Definitions) follows this page-
The capitalized terms below, as used in the Agreement, below shall have the following meaning(s):
Affiliate, with respect to Channel Partner, means any legal entity that owns, is owned by or that is under common ownership with You. Ownership means control of more than fifty percent (50%) interest.
Affiliate, with respect to Trellix, means any direct or indirect subsidiary of a legal entity identified in Table 1 of Section 21.7 above.
Agreement means this agreement, including all exhibits, attachments, schedules and identified documents, including documents incorporated by reference, as amended from time to time.
Authorized Distributor means a business entity appointed and authorized by Us as a distributor to distribute the Products to Channel Partner.
Business Day means any Day other than a Saturday, Sunday, statutory or public holiday in the United States.
Channel Partner or Partner means a business entity who is currently enrolled in Trellix’s Partner Program and authorized to resell Products to End Users.
Channel Partner Marks mean Your trademarks, name, slogans, marks, symbols, logos, designs, trade dress and other brand designations.
Cloud Services means the Trellix cloud services as defined in, and subject to, the Cloud Terms of Services.
Cloud Terms of Service means the Trellix Cloud Terms of Service at https://trellix.com/en-us/about/legal/cloud-terms-of-service.html.
Days means calendar Days unless expressly stated otherwise.
Derivative Work means a work that is based on one or more preexisting works (such as a revision, translation, dramatization, motion picture version, abridgment, condensation, enhancement, modification, or any other form in which preexisting work may be recast, transformed, or adapted) which, if created without the authorization of the copyright owner of the preexisting work, would constitute copyright infringement.
Documentation means any explanatory materials, such as user manuals, training materials, product descriptions, data sheets, regarding the implementation and use of the Products provided or made available by Us. Documentation may be provided in printed, electronic, or online form.
End-of-Life or EOL Policy means Trellix’s policy regarding the Support Lifecycle of Trellix’s Cloud Services, Software and Technical Support, available at https://trellix.com/en-us/assets/docs/legal/support-policy-product-support-eol.pdf.
End User or End User Customer means a third-party business entity who purchases the Products from You to use for such End User’s own internal business purposes, and not for resale, further distribution, or for providing outsourcing or other services. For avoidance of doubt, “End User” does not mean consumers. With respect to Hardware, End User also means the initial purchaser of the Hardware.
End User Agreements include Trellix’s End User License Agreements for customers, Cloud Terms of Service Agreements, Technical Support and Maintenance Terms and Conditions for Enterprise Customers, Professional Services Terms, Data Processing Agreement for Customers (including the Standard Contractual Clauses), which are maintained at https://www.trellix.com/en-us/about/legal.html.
End User License Agreement or EULA means Our standard End User License Agreement available at https://www.trellix.com/en-us/assets/docs/legal/end-user-license-agreements-xx-xx.pdf, which governs the use of the Software. Depending on the Software, the EULA may be in executable, “shrink-wrap” or “click-through” form.
Firmware means software programs or microcode necessary to use Hardware but does not include any Software that is otherwise available as a Trellix Product separately from Hardware (even if such Software is sometimes combined with Hardware). Trellix licenses the use of Firmware only together with the Hardware with which it is provided. You may not extract or copy Firmware for any reason.
Force Majeure Event means any event beyond a Party’s reasonable control that, by its nature, could not have been foreseen or, if it could have been foreseen, was unavoidable, including epidemics, pandemics, strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, shortage of supply or delay in delivery by Our vendors, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, breakdown of plant or machinery, or default of suppliers or sub-contractors.
Government Official means any officer, employee or person acting in an official capacity for any government department, agency, or instrumentality, including state-owned or -controlled companies, and public international organizations, as well as a political party or political party official or candidate for political office.
Grant Letter means any written (electronic or otherwise) confirmation notice that We issue to End Users, with copies to the Channel Partner and Distributor, confirming the Products purchased and applicable Product Entitlement. The Grant Letter identifies the SKU number, quantity, Subscription Period or Support Period, and other access and use details.
Grant Number means a unique number specified in a Grant Letter, which is required to access or download the Product(s) specified in the Grant Letter.
Hardware or Hardware Products means the Trellix tools, machinery, or other durable equipment together with all parts, components and peripherals, and any combination of them, including Firmware.
Hardware Limited Warranty means Our expressed written warranty terms for the Hardware that is shipped with the Hardware or made available by Us via download on the Partner Portal.
Intellectual Property Rights means all intellectual property or other proprietary rights throughout the world, whether existing under statute, at common law or in equity, now existing or created in the future, including: (a) copyright, trademark and patent rights trade secrets, moral rights, right of publicity, authors’ rights; (b) any application or right to apply for any of the rights referred to in paragraph (a); and (c) all renewals, extensions, continuations, divisions, restorations or reissues of the rights or applications referred to in (a) and (b) above.
Open-Source Software means any royalty-free software that requires, as a condition of use, modification or distribution of the software or any other software incorporated into, derived from or distributed with the software (Derivative Software), any of the following:
(a) The Source Code of the software or any Derivative Software must be released or otherwise made available to third parties;
(b) Permission for creating Derivative Works of the software or any Derivative Software must be granted to third parties; and
(c) Changes made to the Software must be documented and disclosed when the software or any Derivative Software is being distributed.
Open-Source Software includes any software that is subject to: the GNU General Public License, GNU Library General Public License, Artistic License, BSD license, Mozilla Public License, Affero GNU General Public Licenses, or any license listed on www.opensource.org/licenses.
Partner Portal means the Trellix domain that Your authorized personnel may access online to obtain information about the Program.
Partner Program or Program means Our then-current Channel Partner Program for distribution, resale, or other licensing of Trellix Products.
Personal Data or Personal Information means any information relating to an identified or identifiable individual or is otherwise defined as ‘Personal Data’ under the General Data Protection Regulation or other applicable data protection laws. to the extent that the definition of ‘Personal Data’ under the applicable data protection laws is broader than the preceding definitions.
Price Books means the Trellix price lists of the Products that are made commercially available for resale by Channel Partners.
Product Entitlement Definitions mean the Trellix definitions posted at: https://trellix.com/en-us/assets/docs/legal/trellix-product-entitlementdefinitions.pdf.
Privacy Notice means Trellix written privacy notice at https://www.trellix.com/en-us/about/legal/privacy.html#.
Program Guidelines means Trellix written guidelines, as amended from time to time, that specify the Program Requirements, and which guidelines are maintained on the Partner Portal.
Program Requirements means the training, certification, and other requirements that You are required to achieve and maintain as part of Your participation in the Program, as specified in the Program Guidelines.
Products means collectively Trellix Software, Hardware, Cloud Services, Technical Support, Professional Services, and other commercial offerings in the Price Book(s).
Product Entitlement means the license or subscription types for the Products, as set forth in the Grant Letter and defined at https://trellix.com/en-us/assets/legal/trellix-product-entitlement-definitions.pdf.
Professional Services means the specific tasks, functions, responsibilities, and other services specified in a statement of work or other ordering documentation (i.e., purchase order), that We provide to an End User in accordance with a mutually agreed statement of work document.
Professional Service Terms mean the Trellix terms and conditions for professional services at https://www.trellix.com/en-us/about/legal/professional-service-terms.html.
Records means all records created, received and/or maintained by You, and including, but not limited to, invoices, receipts, purchase orders, POS reports, contracts and any other records pertaining to Your marketing, promotion. sale and service of the Products during the Term of this Agreement.
Representatives means a Party’s Affiliates, permitted resellers, subcontractors, employees, or authorized agents.
Software or Software Products mean Trellix Software Products in object code form which are licensed pursuant to Trellix EULA, defined herein.
Source Code means computer code and source documentation where the program logic is in human-readable form, in that it is visible to and understandable or deducible by a human being. Source Code includes printed listings of the program, or an encoded machine-readable form, such as might be recorded on magnetic tape or disk, from which a printed listing can be made by processing it with a computer, and all unlinked object files or modules created from the Source Code of that software program or computer code.
Specialization Programs means Trellix Partner Programs including, but not limited to, the Service Provider Specialization Program and the Service Delivery Specialization Program, that qualified Channel Partners may elect participate in.
Technical Support means the services that We make commercially available for Channel Partners to purchase under the Program, for the support and maintenance of the Cloud Services, and as described in the Technical Support and Maintenance Terms and Conditions.
Term means the duration of time when this Agreement shall be legally binding and effective, as measured from the Effective Date through the time when this Agreement either expires or is terminated, as permitted herein.
Territory means the country where Your primary business office is located. For resale to the U.S. Government, You must first obtain a written letter of authorization from an authorized signatory of Trellix Public Sector LLC.
Threat Data means non-personally identifying and non-customer identifying information about malware, threats, actual or attempted security events, including but not limited to their frequency, source, associated code, general identifiers, attacked sectors and geographies.
Trellix means one of the legal entities identified in the Table 1 (in Section 21.7) above. For purpose of clarity, the Skyhigh Security-branded products and services are available for purchase from the Musarubra and Trellix Public Sector legal entities identified in Table 1.
Trellix LUG or Trellix Logo Usage Guidelines means the Trellix Trademark Policy & Guidelines, as amended from time to time, that govern the use of Trellix Trademarks and logos, available on the Partner Portal or as otherwise provided.
Trellix Service Provider Specialization Program is a type of channel partner program that We offer to service providers, as further described on the Partner Portal.
Trellix Marks means all names, slogans, marks, symbols, logos, designs, trade dress and other brand designations (Trademarks) used in connection with the Products.
Service Provider Specialization Program Guidelines means the then-current Trellix guidelines on the Partner Portal.
Support means the services that We (or an Authorized Partner) provide for the support and maintenance of the Hardware and Software, as specified in the Technical Support and Maintenance Terms and Conditions.
Support Period means the period for which the End User is entitled to Technical Support, as specified in a Grant Letter.
Technical Support and Maintenance Terms and Conditions means the Trellix terms and conditions at https://www.trellix.com/en-us/assets/docs/legal/technical-support-and-maintenance-terms-and-conditions.pdf.
Term means the period this Agreement is in force.
We or Us or Our refers to Trellix.
You or Your means the business entity who is entering into this Agreement with Trellix.
-End of Agreement-