These Professional Service Terms and Conditions (“Terms”) govern the provision of Services by the Company (defined in Table 1 below, “We,” “Us,” or “Our”) to Customer (“You” or “Your”) (each a “Party” and collectively, the “Parties”). By executing a Statement of Work (“SOW”), or placing an Order for the Services, You represent that You have full authority to bind Your organization
All capitalized terms herein have the meaning assigned to them in Attachment 1.
As applicable to the Services to be performed, You will provide Us with sufficient, free, safe, and timely access to Your facilities, computer systems and networks to enable Our performance of the Services.
Each party must maintain insurance with coverage at least equal to what a prudent company would carry under similar circumstances or as required by law and will provide details of its insurance coverage upon request.
Each party is responsible for its own income taxes or taxes based on gross revenues or gross receipts.
However, Confidential Information does not include any information that:
In addition to the above, the Services and associated fees are deemed Confidential Information.
Additional terms pertaining to Our Training Services are set forth in Attachment 2 to this Agreement.
Capitalized terms used in these Terms have the following meaning:
Affiliate as used herein, means any entity that Controls, is Controlled by, is under common Control with a Party, or is Controlled by the same parent entity as a Party, where “Control” or “Controlled” means direct or indirect ownership, through one or more intermediaries of more than 50% of an entity’s voting capital or other voting rights.
Authorized Partner means any of Our distributors, resellers or other business partners who are authorized by Us in writing to sell Services.
Business Day means any day other than a Saturday, Sunday, statutory or public holiday in the place where the Services are performed.
Company means one of the legal entities listed in Table 1 below who is identified on the Service Order or who has executed a SOW for the Services:
Company Materials means all Intellectual Property Rights that are:
Company Privacy Notice refers to Our Privacy Notice, available at https://www.trellix.com/en-us/about/legal/privacy.html.
Customer means the entity to whom the Services are to be provided by Us. For avoidance of doubt, “Customer” does not mean an individual consumer.
Customer Data means Your Personal Data, sensitive data or other information about You, Your personnel and other users of the Services (including their name, address, e-mail address and payment details), their computers, files stored on their computers, or their computers’ interactions with other computers (including information regarding network, licenses used, hardware type, model, hard disk size, CPU type, disk type, RAM size, 32 or 64 bit architecture, operating system types, versions, locale, BIOS version, BIOS model, total scanners deployed, database size, system telemetry, device ID, IP address, location, content, products installed, components, processes and services information, frequency and details of update of components, information about third-party products installed, extracts of logs created by Us, usage patterns of Our products and specific features, etc.
Data Processing Agreement or DPA means the Our Data Processing Agreement with Customers posted at https://www.trellix.com/en-us/assets/legal/customer-data-processing-agreement.pdf.
Deliverables means any reports, analyses, or other tangible or intangible materials or work product that We deliver to You, as set forth in a SOW and/or Order.
Derivative Works 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.
Effective Date means the date of the last signature of a SOW or the date of Our acceptance of an Order.
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.
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 paragraphs (a) and (b).
Malware means applications, executable code, or malicious content that We consider to be harmful.
Personal Data means any information relating directly or indirectly to an identified or identifiable individual.
Representative means a party’s Affiliates, permitted resellers, subcontractors, employees, or authorized agents.
Service Order or Order means a purchase order for Services from You to Us or an Authorized Partner, as applicable.
Service Order Date means the date when We accept an order for Services.
|Territory: For Services in the following Regions/Country:||Legal Entity||Business Address For Notice||Choice of Law and Venue|
|United States, Canada, Mexico, Central America, South America, and the Caribbean||Musarubra US, LLC||6000 Headquarters Drive, Suite 600, Plano, TX 75024, USA||California Law/ The state courts in Santa Clara County or the federal courts in the Northern District of California|
|All countries in Europe, the Middle East and Africa (EMEA)||Musarubra Ireland Limited||Building 2000, City Gate, Mahon, Cork, Ireland||The laws of the Republic of Ireland/ Courts of the Republic of Ireland|
|Japan||Musarubra Japan KK||Shibuya Mark City West, 1-12-1 Dogenzaka, Chibuyaku, Tokyo 150-0043||The laws of Japan/ Courts in Tokyo District Court of Japan|
|Asia Pacific region, but excluding Japan, China, and Australia||Musarubra Singapore Pte Ltd||238A Thomson Road, #12-01/05 Novena Square, Tower A, Singapore, 307684||The laws of the Republic of Singapore/ The courts of the Republic of Singapore|
|China||Trellix (Beijing) Security Software Co., Ltd||Beijing Diplomatic Centre, 17/F, Tower D1, DRC Diplomatic office Building, No.19 Dongfangdong Road, Chaoyang District, Beijing 10016||The laws of the Republic of Singapore/ The courts of the Republic of Singapore|
|Australia||Musarubra Australia Pty Ltd||Level 14, 80 Pacific Highway, North Sydney NSW 2060, Australia||The laws of New South Wales, Courts of New South Wales, Australia|
|Sales to the U.S. Government and to state/local governments and healthcare companies in the United States||Trellix Public Sector LLC||1640 Boro Place, 3rd Floor McLean, Virginia 22102, USA||California law/ The state courts in Santa Clara County or the federal courts in the Northern District of California|
Services means the professional services to be provided by Us to You under these Terms, including any Deliverables, and as described in an applicable SOW or Order.
Statement of Work or SOW means a written statement of work entered into from time to time by the Parties that describes the Services to be performed by Us, the Parties’ respective obligations regarding those Services, and any other related and mutually agreed terms, conditions, and dependencies.
Terms means these governing terms and conditions together with any SOW or Order, as applicable.
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.
Professional Service Terms, Rev. May 2023 (v.2)