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Trend Micro Worry-Free Remote Manager Registration
 
   
Thank you for your interests in using Trend Micro Worry-Free Remote Manager. To use the console, you must complete the form below and select 'I Accept Terms and Conditions' to the Service Agreement.

You will receive a confirmation email upon completion of this form. If you have any questions regarding your registration, please contact channel_support@trendmicro.com.au

Worry-Free Remote Manager is available to registered PartnerWeb members and authorized consultants. If you are a registered PartnerWeb member, this data will be used to accelerate your Worry-Free Remote Manager account generation. If you are not yet a PartnerWeb member, a Trend Micro representative will contact you soon to confirm your information.
 

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Agreement Information
REMOTE MANAGER SERVICE PROVIDER AGREEMENT

REMOTE MANAGER  SERVICE PROVIDER AGREEMENT

 

Trial and Paid Use Agreement

Date: April 2007

English/Multi-country

 

This Remote Manager Service Provider Agreement ( "Agreement") sets forth the terms and conditions under which Trend Micro is willing to license software tools and related infrastructure services that comprise Trend Micro Worry Free Remote Manager (the "Product") to qualified information technology (IT) service providers (individually an "SP") for trial or paid use purposes.

 

This Agreement is a binding contract between Trend Micro Incorporated or a licensed affiliate ( "Trend Micro") and the legal entity that will be using Worry Free Remote Manager tools and services to offer network security services to end users ( "SP Customers") of compatible Trend Micro software ( "Compatible Software"). An employee or agent of this entity ( "Representative") must accept this Agreement on its behalf before Trend Micro will make Worry Free Remote Manager tools and services available.

 

This Agreement will be accepted and a contract formed when a Representative selects an "I Accept", "OK" or "Yes" button or box below. Entities whose Representative has validly accepted this Agreement are referred to as "You. If You have already validly received Remote Manager tools and services under this Agreement for trial or feasibility testing purposes, You shall be deemed to accept this Agreement as a paid user by placing an order with Trend Micro to use Remote Manager tools and services to provide network security services to SP Customers on a fee basis.  Please print this Agreement and save a copy electronically.

 

If an entity does not agree or cannot comply with any term or condition of this Agreement, select the "I Do Not Accept" or "No" button or box below and do not download or use the Software Agent (as defined in Section 1 below)."

 

1.   Product Description. The Product is a package of tools and data hosting services designed to enable Service Providers to monitor remotely certain server and network logs ( "Log Data") of those of their customers ( "SP Customers") that use Compatible Software, and to offer those SP Customers enhanced network security services. Remote Manager includes a software agent ( "Software Agent") that, once installed on SP Customer servers, is capable of transferring SP Customer Log Data captured by Compatible Software to Trend Micro owned or operated data centers ( "Data Centers"). You may only install the Software Agent on SP Customer servers with each SP Customerˇs prior authorization.  Once Trend Micro received writing confirmation that the Software Agent has been installed on a specific SP Customer site with proper authorization, Trend Micro will let You host Log Data of that SP Customer on Data Centers. Trend Micro will also allow You to access such Log Data remotely  twenty-four hours a day, seven (7) days a week for the purpose of providing that SP Customer with network security services as agreed upon between You and SP Customer.. 

 

2.  Applicable Terms. Paid Use Licenses:  If You have purchased rights to Remote Manager, Sections 1, 4-16 apply to You.  Trial Use Licenses:  If You have not purchased rights to Remote Manager and are using the Product for trial or evaluation purposes, You are a "trial user" and Sections 1, 3, 5-9 and 11-16 of this Agreement apply.

 

3. Trial Use License. If You are a trial user, You may download the Software Agent, install it on servers of consenting SP Customers, store Log Data of such SP Customers on Data Centers and access Log Data remotely twenty four (24) hours a day, seven days a week during the "Evaluation Period". The Evaluation Period begins on the date You accept this Agreement and ends December 31, 2007, unless otherwise terminated earlier by Trend Micro. During the Evaluation Period, You are entitled to web or email based technical support in the country where You are located.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TREND MICRO PRODUCT SOFTWARE, SERVICES AND RELATED DOCUMENTATION USED FOR TRIAL OR EVALUATION PURPOSES ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTIES OF ANY KIND. Your right to use the Product ends when the Evaluation Period ends, or if You violate any term of this Agreement. Trend Micro also reserves the right to terminate any Evaluation Period with or without cause with fifteen (15) days prior written notice.  Upon termination of the Evaluation Period, Trend Micro will halt Your access to Log Data and stop the transfer of Log Data to Data Centers and You must delete or destroy all copies of the Software Agent and documentation, unless You agree and stop using the Service. Your obligations and rights under Sections 5, 6, 9-13 and 16 will continue to apply after the end of the Evaluation Period.

 

4.   Paid Use License. If You are a paid user, subject to the conditions set forth in Section 5 below and during the Term only, You may (i) download the Software Agent and install it on server(s) owned or operated by any SP Customer for which Product fees have been paid; (ii) install and use Remote Manager data monitoring tools to provide network security services to SP Customers; (iii) store Log Data for each such SP Customer on Data Centers and (iv) access such SP Customer Log Data from Data Centers twenty-four hours a day, seven (7) days a week. 

 

5.   Conditions of Use.  As a condition of using any component of the Product and by accepting this Agreement:

 

(i) You represent and warrant that you are qualified to perform network security services enabled by the Product in a professional manner with reasonable skill and care;

(ii) You represent and warrant that You are legally permitted and authorized to install the Software Agent on SP Customersˇ servers, initiate the transfer of Log Data to Data Centers and access the Log Data on Data Centers and You agree to provide Trend Micro with evidence of such authorization upon request;

(iii) You represent and warrant that You have entered into a confidentiality agreement with each SP Customer, which agreement covers Log Data and is consistent with SP Customerˇs privacy and security policies and that You agree to treat Log Data as confidential information under such agreement;

(iv) You authorize Trend Micro to act as Your data processing agent for the purposes of making Log Data available to You and SP Customers through Data Centers;

(v) You undertake to inform SP Customers, to the extent required by local law, of the scope and purpose of Trend Micro services under this Agreement as Data Center host, including the fact that such services may entail the transfer of Log Data to servers located outside of the European Union or other jurisdiction where You are located;

(vi) You agree that You and/or SP Customer, not Trend Micro, are responsible for deciding if and how to use the Product;

(vii) You represent that You will otherwise use the Product and Data Center services only in a legal manner and in compliance with applicable laws, including but not limited to, any privacy and data protection statutes, computer and electronic data fraud and abuse laws, and internal policies of SP Customers; and

(viii) You agree to ensure that SP Customer has valid licenses to Compatible Software, including maintenance, and maintains hardware, software and Internet connections required to activate and enable the transfer of Log Data to Data Centers.

(ix) You undertake not to use Trend Trademarks to market, associate and/or promote the sale of your network security services to SP Customer.  

 

In the event of any breach of the representation and warranty in this Section, Trend Micro may, with prior notice and without prejudice to its other rights, suspend the transfer of and access to Log Data until You can show to Trend Micro's satisfaction that any such breach has been cured.

 

6.   Service Provider Obligations.   

(a) Contacts. You must appoint a primary and secondary contact ( "Authorized Contacts") to act as points of contact with Trend Micro for technical support, Log Data transfer activation and other Product-related purposes.    Authorized Contacts should have the appropriate knowledge and expertise to help Trend Micro provide You with Product tools and services.  You are responsible for providing Trend Micro with up-to-date contact information for Authorized Contacts.

(b) Feedback.   In order to help Trend Micro to improve the Product, You agree to provide Trend Micro periodically and upon request with concrete and detailed feedback, comments or suggestions about the nature and quality of the Product and specific Product features.  Trend Micro may request such feedback in oral or written form.

 

7.   Trend Micro Obligations.  In consideration of the fees paid to Trend Micro for each SP Customer, Trend Micro agrees to host SP Customer Log Data on Data Centers and to provide You access to Log Data twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year ( "24/7").  In performing these hosting service, Trend Micro will store and process Log Data that may include sensitive network information and personal or other confidential data of SP Customers.  Trend Micro will use reasonable efforts to keep Log Data secure and confidential and will process Log Data only for the purpose of providing You with access to Log Data as specified in this Agreement.  Trend Micro will maintain sufficient computing and network capacity to meet Your traffic volume and access needs.  Trend Micro will provide Authorized Contacts with web and email based technical support Monday through Friday during regular business hours.

 

8.   Ownership. Trend Micro owns all right, title and interest in and to the Product software, including the Software Agent and Log Data monitoring tools; and all intellectual property rights therein and possesses necessary rights to the Product software and service to enter into this Agreement. To the extent legally permissible, You will not, directly or indirectly, sublicense, lease, loan, auction, decompile, disassemble or reverse engineer the Product software or service components, or otherwise attempt in any way to reconstruct or discover the source or object code or underlying ideas, algorithms, file formats or programming or interoperability interfaces of any component of the Product, or authorize others to do any of the foregoing.  Trend Micro reserves the right to suspend the Data Center services or take other reasonable steps to prevent unauthorized access to, and use of, Log Data or Data Center s, including in the event of any breach of any obligation or representation by You described in Section 5&6 above. 

9.          Nondisclosure.  During the term of this Agreement, , each party may be exposed to certain information not generally known to the public that the other party considers and treats or is required to treat as confidential and proprietary ( "Confidential Information").    Confidential Information shall be either: (i) marked or otherwise identified as "confidential" or "proprietary" at the time of, or prior to, disclosure or (ii) due to its character or nature, a reasonable person in a like position and under like circumstances as the parties would treat it as secret and confidential.  Not withstanding the foregoing, the parties agree that Log Data and Product software, passwords, and activation codes are Confidential Information under this Agreement. During the Term of this Agreement and at all times after its termination, each party agrees (i) to hold the Confidential Information in confidence; (ii) not to disclose Confidential Information to any third parties, except for employees and independent contractors who have a "need to know" and who have signed agreements containing disclosure and use restrictions no less stringent than those set forth herein; and (iii) not to use any Confidential Information for any purpose except as required to perform under this Agreement.  Confidential Information shall not include (or shall cease to include) information that (i) is or becomes generally known to the public; (ii) was rightfully known to the receiving party prior to its receipt from the disclosing party; (iii) is rightfully furnished to the receiving party by a third party without restriction as to use or disclosure; (iv) is independently developed by the receiving party without use of or reference to the disclosing partyˇs Confidential Information; or (v) is disclosed with the prior written consent of the disclosing party. Nothing in this provision shall prohibit either party from disclosing Confidential Information to the extent required by law provided that the disclosing party gives the other party prior notice unless prohibited by law.

 

 

10.   Limited Warranty. Trend Micro warrants that it has the right to enter into this Agreement, that it will provide the Data Center services under this Agreement in a professional manner with reasonable skill and care ( "Service Warranty") and that Product software will substantially conform with the applicable documentation, as may be updated from time to time  for a period of thirty (30) days following Trend Microˇs issuance of a registration key or activation code (whichever comes first) ( "Software Warranty").  SUBJECT TO THE FOREGOING, THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCT SOFTWARE AND SERVICES PROVIDED UNDER THIS AGREEMENT.  TREND MICRO EXPRESSLY EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATED TO THE PERFORMANCE, QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE SOFTWARE AGENT OR SERVICES HEREUNDER.

 

 

11.   Exclusive Remedies.  If the Product or Data Center services do not conform to the Limited Warranty in Section 10 above, Trend Microˇs entire liability and Your sole remedy shall be, at Trend Microˇs option, for Trend Micro to (a) to use commercially reasonable efforts to correct the error; (b) help You work around or avoid the error; or (c) to re-provide the Data Center services; provided that You notify Trend Micro of Your claim under the Limited Warranty within the warranty period.

 

 

12.   LIMITATION OF LIABILITY.  BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL TREND MICRO OR ITS SUPPLIERS BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST OR CORRUPTED DATA, LOST PROFITS OR SAVINGS, LOSS OF BUSINESS, BUSINESS INTERRUPTION OR OTHER ECONOMIC LOSS AND LOSS OF PROGRAMS OR INFORMATION) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT AND/OR DATA CENTER SERVICES, DOCUMENTATION OR ANY INFORMATION PROVIDED IN OR COLLECTED BY THE PRODUCT SOFTWARE OR SERVICES, WHETHER OR NOT TREND MICRO HAS BEEN ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED.  YOU ASSUME ALL RISK ARISING OUT OF USE OF THE PRODUCT SOFTWARE OR SERVICES TO PROVIDE SERVICES TO SP CUSTOMERS.  YOU EXPRESSLY AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION, AND ACKNOWLEDGES THAT WITHOUT YOUR AGREEMENT TO THESE LIMITATIONS, THE FEES CHARGED FOR THE PRODUCT WOULD BE HIGHER.  TREND MICROˇS AND SUPPLIERSˇ MAXIMUM LIABILITY TO YOU ARISING FROM OR RELATING TO THE SERVICES SHALL BE LIMITED TO THE AMOUNT PAID OR PAYABLE BY YOU TO TREND MICRO, ITS DISTRIBUTORS OR SUPPLIERS FOR USE OF THE PRODUCT FOR ONE YEAR.

 

 

13.   Indemnification.   You shall defend, indemnify, and hold harmless Trend Micro from and against any and all third party claims, demands, deficiencies, losses, damages, costs (including reasonable attorneyˇs fees), expenses, suits, fines, penalties and legal liability, connected with, arising out of, or resulting from any (1) inaccuracy or breach of any representation, warranty or agreement made herein by You or Representative; (2) breach or failure to perform any of the covenants or obligations made herein by You and its representatives; and (3) any negligent act, error or omission by You or Your  employees or other representatives in providing network security services to SP Customers using the Product and/or Data Center services

 

14.   Term and Termination.

(a)        Term.  If you are a Trial User, this Agreement shall commence from the date you accept this Agreement and terminate upon the expiry of the Evaluation Period.  If you are a Paid User, the term of this Agreement will commence from the date you accept this Agreement and remain in force for a period of one (1) year ( "Term") and, subject to Your payment of the applicable annual fee (unless waived by Trend Micro, its distributors or suppliers), shall automatically renew for successive one-year periods unless terminated by either party upon 30 days prior written notice.

 

(b)        Termination. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice if the other party is in breach of any material provision of this Agreement, if such breach is not cured within such thirty (30) day period. This Agreement shall terminate automatically with no further action by either party if:  (i) when a party is an individual, a sequestration order is made in respect of that individualˇs personal estate; (ii) a resolution is passed or court order made for the winding up of that party; or (iii) a receiver or receiver and manager, is appointed to the whole or any part of the assets or undertaking of either party, or a party enters into or resolves to enter into a scheme of arrangement, deed of You arrangement or composition or makes a general assignment for the benefit of all or any class of its creditors; or it proposes a re organisation, moratorium or other administration involving any of them; or (iv) a party refuses or is unable to pay its debts as and when they fall due or is deemed unable to pay its debts.

(c)        Effect of Termination. Upon termination of this Agreement because of a breach by You, Trend Microˇs obligation to provide You access and use of the Data Center services shall immediately cease.  Upon termination, the You shall destroy or return any material containing Trend Microˇs intellectual property or information proprietary to Trend Micro.  Sections 5, 6, 9-13 shall survive the termination of this Agreement.

 

15.   Fees.   Unless specifically waived by trend Micro, its distributors or suppliers, You will pay annual license fees for the Service for the first one year Term of this Agreement, including taxes as applicable.  Fees, including applicable taxes, for all subsequent one-year renewal terms shall be due on or before the anniversary date of the Agreement..    

 

 

16   General

(a)        Assignment.  Trend Micro may assign or subcontract some or all of its support service obligations under this Agreement to qualified third parties, provided that no such assignment or subcontract shall relieve Trend Micro of its obligations under this Agreement.  You shall not sell, transfer, or assign this Agreement without the prior written consent of Trend Micro.  Any act in derogation of the foregoing shall be null and void. 

(b)        Waiver/Severability.  The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.  If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect. 

(c)        Governing Law.  If You are located in the United States or Canada, this Agreement will be governed by the laws of the State of California, USA and the Licensor is: Trend Micro Incorporated, 10101 N. De Anza Blvd., Cupertino, CA 95014.  Telephone:  (408) 257-1500.  Fax:  (408) 257-2003.  If You are located in the United Kingdom, this Agreement will be governed by the laws of England and Wales and the Licensor is:  Trend Micro (UK) Limited, Pacific House, Third Avenue, Globe Business Park, Marlow, Buckinghamshire, SL1 7YL.  Fax:  +44(0) 1628 400511.  If You are located in Australia or New Zealand, this Agreement will be governed by the laws of New South Wales, Australia and the Licensor is:  Trend Micro Australia Pty Limited, Suite 302, Level 3, 2-4 Lyon Park Road, North Ryde, New South Wales, 2113, Australia, Fax:  +612 9887 2511.  If You are located in India, Indonesia, Malaysia, Singapore, or Thailand this agreement will be governed by the laws of Singapore and the Licensor is: Trend Taiwan Incorporated, 8F, No.198, Tun-Hwa S. Road, Sec. 2, Taipei 106, Taiwan, Republic of China.  If You are located in Belgium, Denmark, Finland, Ireland, Luxembourg, Norway, Sweden, South Africa, or Turkey, this Agreement will be governed by the laws of the Republic of Ireland, subject to applicable mandatory local consumer protection laws and the Licensor is: Trend Micro EMEA Limited, a You incorporated in Ireland under number 364963 and having its registered office at IDA Business and Technology Park, Model Farm Road, Cork, Ireland.  Fax:  +353-21 730 7 ext. 373. The United Nations Convention on Contracts for the International Sale of Goods and the conflict of laws provisions of Your state or country of residence do not apply to this Agreement under the laws of any country. 

 (d)       Force Majeure.  Neither party shall be held liable for failure to fulfill its obligations under this Agreement, if the failure is caused by flood, extreme weather, fire, or other natural calamity, acts of a governmental agency, acts of terrorism or war, or similar causes beyond the control of such party, and the term for performance shall be increased to a reasonable period of time.

(e)  Dispute Resolution.  Prior to commencing any litigation, the parties agree to seek an amicable settlement of any disputes or claims, provided that either party may commence litigation at any time to avoid prejudice to any rights.

(f)  Notices.  All notices and demands hereunder shall be in writing and shall be served on the parties at their respective addresses set forth at the bottom of this Agreement.  All notices or demands by mail shall be sent by registered mail, return receipt requested, or by nationally-recognized private express courier, and shall be deemed given upon receipt.

(f)        Amendment.  This Agreement may be modified only through a written instrument signed by both parties.

(g)        Entire Agreement.  This Agreement represents the complete agreement and understanding of the parties with respect to the subject matter herein, and supersedes any other agreement or understanding, written or oral, including the terms and conditions of Your purchase order for the Service provided herein which shall not be binding. 

 

                   

 
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