Reseller Incentive Terms and Conditions

Reseller Incentive Terms and Conditions 1. Definitions 1.1. Affinity Partner Program the Trend Micro channel partner program to which this set of terms and conditions is a component of. 1.2. Authorised Distributor an entity that is authorised to provide quotations and fulfil orders for Trend Micro products and / or services for The Reseller 1.3. The Reseller the entity that fulfils orders for Trend Micro Products and / or services for the Customer. 1.4. Partner Account Manager the individual within Trend Micro who is assigned the responsibility of managing the business relationship and dealings between Trend Micro and The Reseller. 1.5. Partner Status Tier the classification of The Reseller under the Affinity Partner Program. The following Partner Status Tiers are available under the Affinity Partner Program: Affinity.Cloud; AffinityOne; Affinity. 1.6. Reseller Sales Representative the individual within The Reseller who is assigned the responsibility of managing the relationship and achieving sales revenue from The Customer and the Trend Micro Prospect. 1.7. Trend Micro Business Development Manager the individual within Trend Micro who is assigned the responsibility of managing the relationship with and achieving sales revenues from The Trend Micro Prospect. 1.8. Trend Micro Inside Business Development Manager a class of Trend Micro Business Development Manager that is stationed within the Trend Micro Office and conducts their activities remotely, typically by phone or email. 1.9. Trend Micro Account Manager the individual within Trend Micro who is assigned the responsibility of managing the relationship with and achieving sales revenues from The Trend Micro Existing Customer. 1.10. Customer an end user organisation that has purchased or will ultimately purchase Trend Micro products and / or services and is or will be the final beneficiary of said products and / or services. 1.11. Currently Own denotes the fact that a party has purchased the rights to utilise Trend Micro products or services under the governance of the appropriate EULA, agreement or other document as appropriate for the product or service. 1.12. Trend Micro Prospect a class of Customer that meets the following criteria: Does not Currently Own and Trend Micro products; has not had any active Trend Micro products expire in the past 12 months; has not transacted with Trend Micro in the past 12 months. Version 2.5 1

N.B. A Trend Micro Prospect retains this status for 12 months from the date of their first transaction with Trend Micro. 1.13. Trend Micro Existing Customer a class of Customer who does not meet the requirements to be classified as a Trend Micro Prospect. 1.14. Recommended Retail Price the price Trend Micro recommends that the Reseller offers to sell Trend Micro product and / or services to the Customer for a specific opportunity. This may take in to account special discounts that may have been approved for the opportunity in question. 1.15. Affinity Portal the Trend Micro online service designed for Resellers access resources including but not limited to: the lead submission system; product marketing materials; and training / exam services. 2. General 2.1. This document represents the complete set of Terms and Conditions for the Affinity Partner Program. No communication from any Trend Micro employee can modify or waive any component of these terms and conditions. 2.2. The Affinity Partner Program and its ensuing sub-programs shall remain in force until revoked by a change to these Terms and Conditions. 2.3. Trend Micro reserves the right to modify these terms and conditions without notice. An up to date version of these terms and conditions will be published on the Affinity Partner Portal. A copy of an up to date Terms and Conditions document can also be obtained by contacting the Partner Account Manager. 2.4. Trend Micro will make best efforts to communicate any significant changes to these Terms and Conditions however cannot take responsibility for any losses or damages resulting from any such changes not being communicated proactively to any particular individual or organisation. 2.5. Severability: should any part of these terms and conditions be seen to be unenforceable or are in violation of any law, the remaining components will remain in force. 3. Incentive Program Introduction Meeting Reward 3.1. Trend Micro will issue a reward to a Reseller Sales Representative for arranging a Qualifying Introduction Meeting. 3.2. The reward is payable to employees of Participating Resellers. 3.3. A Participating Reseller is a Trend Micro Reseller that meets the following criteria: has achieved the status of Affinity.Cloud or AffinityONE or Affinity; and management has agreed to allow their sales representatives participate in this program. 3.4. A Qualifying Introduction Meeting is a face to face meeting between the Reseller, Trend Micro and a Trend Micro Prospect. The purpose is to introduce a Trend Micro Business Development Manager to the key stakeholders within the Trend Micro Prospect so that opportunities for engagement can be developed. 3.5. To ensure availability of resources, The Reseller Representative should register the proposed meeting well ahead of time, generally no less than 5 business days prior, with Trend Micro. 3.6. The process for the registering proposed meetings is as follows: 1) The Reseller Representative is to complete an Introduction Meeting Registration Form and email to the assigned Partner Manager; and 2) The Partner Manager will advise, by return email, if the proposed meeting is approved as a Qualifying Introduction Meeting or identify the reasons for rejection. 3.7. The Reseller Representative is to liaise directly with the Trend Micro Business Development Manager to ensure that the meeting is scheduled to occur on a mutually acceptable date and time. The Partner Manager can assist with this process if needed. 3.8. Reasons that a proposed meeting may be rejected include but are not limited to: a Trend Micro Business Development Manager is already in contact with the proposed Trend Micro Prospect, the proposed Trend Micro Prospect is in fact an existing customer of Trend Micro and not a prospect, the proposed Trend Micro Prospect has already been introduced to Trend Micro by another Reseller or by Version 2.5 2

other means, the proposed attendee(s) from the Trend Micro Prospect are not of sufficient seniority to make buying decisions. 3.9. The following attendees must be present at the meeting: The Reseller Representative; A Trend Micro Business Development Manager (for Trend Micro Prospects with >= 750 users); A Trend Micro Sales Engineer or Trend Micro Inside Business Development Manager (for Trend Micro Prospects with < 750 users); and At least one key stakeholder from the Trend Micro Prospect organisation. This person needs to have decision making ability for IT projects. 3.10. The reward issued will be a voucher is based on the partner tier of the Reseller organisation (Approximate values: Affinity.Cloud / AffinityONE $200, Affinity $100). 3.11. The types of vouchers may include but are not limited to: tangible prizes, petrol vouchers, shopping centre gift certificates, department store gift certificates. 3.12. The reward can also be paid to the Reseller organisation who can in turn distribute the funds at their discursion. 3.13. Should the reward be paid to the Reseller Organisation, a single payment will be made for all rewards for their employees for the particular reward period. 3.14. Should the reward be paid to the Reseller organisation, a report indicating the amount, Reseller Sales Representatives involved will be sent to the Reseller organisation on or around the 15th of the month for which the rewards were earned. A 30 day invoice for the payment of the reward should be raised on Trend Micro for which Trend Micro will make payment within these terms. 3.15. Trend Micro reserves the right to vary the format of the reward without notice. 3.16. Rewards will be issued on or around the 15th of the month following the completion of the Qualifying Meeting. 3.17. Trend Micro reserves the right to not issue a reward for a Qualifying Meeting should some or all of the proposed attendees not have been present at the meeting. Replacement attendees from the Trend Micro Prospect may be accepted should they be a similar level of seniority and the original attendees were not able to be present due to unforseen circumstances. Approval of any replacement attendees will be at the discretion of Trend Micro. To avoid confusion approval of any substitute attendees should be sought prior to the meeting taking place. 3.18. Any Fringe Benefit tax liabilities remain the responsibility of the recipient and not Trend Micro. 3.19. Trend Micro reserves the right to not issue the reward for a Qualifying Introduction Meeting should it be determined by the attending Trend Micro Business Development Manager that the attendee(s) from the Trend Micro Prospect are not of sufficient seniority to make IT buying decisions. 4. Incentive Program Deal Closure Incentive 4.1. Trend Micro will provide additional up-front margin, in the form of a Special Promotion, for registered Qualifying Opportunities for which a firm order is received by Trend Micro via an Authorised Distributor within 180 days of the approval of a registration. 4.2. The value of the additional up front margin is based on both the Partner Status Tier of The Reseller whether the Customer is a Trend Micro Prospect or a Trend Micro Existing Customer: Trend Micro Prospects: Affinity.Cloud: 25% AffinityONE: 20%, Affinity: 10%. Trend Micro Existing Customers: Affinity.Cloud / AffinityONE: 10%, Affinity: N/A 4.3. The additional up front margin is available only to new licences. Prepaid maintenance and technical services (such as TAM Services and Professional Services) which may be a component of a Qualifying Opportunity does not qualify for the increased margin. 4.4. A Qualifying Opportunity must meet the following requirements: Greater than or equal to 100 users; New product licenses; Value of $2500 (Recommended Reseller Buy Price) or greater; and For a Trend Micro Prospect which the Reseller who registers the Opportunity has completed a Qualifying Introduction Meeting in the 12 months prior to the registration taking place. In the case of Trend Micro Existing Customers, Qualifying Opportunities must be for product that The Customer does not Currently Own. Qualifying Opportunities cannot be for increases in Version 2.5 3

licence counts to products Currently Owned; or for suites / bundles where The Customer Currently Owns one or more components. 4.5. Opportunity registrations are valid for 180 days from date of approval. 4.6. Reasons that Trend Micro may reject an attempt to register an opportunity may include but are not limited to: a Reseller Sales Representative from a different Reseller has conducted a Qualifying Introduction Meeting in the past six months from the date of attempted registration; another Reseller has a currently active registration for the same or similar opportunity (Customer entity and one or more products are the same); a Trend Micro Account Manager or Trend Micro Business Development Manager are already engaged (activity history in CRM within prior 3 months) with the customer on the same or similar opportunity; the opportunity does not meet the requirements as stated above. 4.7. At the time of registration approval, Trend Micro will inform The Reseller if the registered opportunity is a Qualifying Opportunity for a Trend Micro Prospect or for a Trend Micro Existing Customer. This is important when selecting which SPA number to use when requesting a quote from the distributor. 4.8. To ensure that the additional up front margin is claimed for a Qualifying Opportunity, the Reseller must follow the following process: 1. Register the opportunity through the Trend Micro Affinity Partner Portal A Lead Referral Submission Number will be issued. 2. Wait for approval from Trend Micro to be provided an email will be generated by the Affinity Partner Portal when the approval process is complete. Details about any rejections can be sought from the Partner Manager. 3. Request a quotation from an Authorised Distributor quoting the following Promotion Code depending on their partner tier: Affinity.Cloud AffinityONE Affinity Partner Tier Trend Micro Prospect Trend Micro Existing Customer 4. When placing the an order under this program, please ensure that the appropriate promotion code above is quoted as well as the Lead Referral Submission Number is quoted in the purchase order s Special Notes field. 4.9. While it is possible to request pricing with the above Promotion Codes for other opportunities, orders placed for opportunities other than those for which have been approved under this program and have not expired will be rejected by the Trend Micro order desk and will need to be modified prior to processing. 4.10. TREND MICRO TAKES NO RESPONSIBILITY FOR INCORRECT USE OF THE ABOVE PROMOTION CODES. 5. This Program Deal Protection 5.1. Should an equivalent to a Qualifying Opportunity (Same Trend Micro Prospect and same product SKUs) be fulfilled through reseller other than the Reseller who registered the opportunity, the Reseller who registered the opportunity may be eligible for a rebate. 5.2. This rebate is applicable to Resellers which are of the following partner tiers: Affinity.Cloud and AffinityONE. 5.3. The value of the rebate is based on the partner tier and whether The Customer is a Trend Micro Prospect or is a Trend Micro Existing Customer as follows: Version 2.5 4

For a Trend Micro Prospect: Affinity.Cloud 10%, AffinityONE 5%. For a Trend Micro Exiting customer: Affinity.Cloud 5%, AffinityONE 3%. 5.4. The rebate is paid after the conclusion of the calendar quarter from which the order was received by Trend Micro. 5.5. Should the Reseller be eligible for payment of this rebate, Trend Micro will notify the Reseller by email on or around the 15 th of the month after immediately following the end of quarter with the details of the amount payable. 5.6. The Reseller is to issue a 30 day invoice to Trend Micro for payment of the rebate. 5.7. Trend Micro reserves the right to forfeit payment of any rebates not claimed within 30 days of official notification of eligibility being sent. 5.8. Payment of this rebate renders the associated Qualifying Opportunity invalid. 6. Program Retention Reward 6.1. A rebate will be paid to the Reseller if they process a renewal for a Customer for whom they sold the new licence to or sold the renewal to for the previous year. 6.2. This rebate is applicable to Reseller organisations with the following partner tiers: AFfinityONE and AffinintyPLUS. 6.3. The value of this rebate is 3% (Recommended Reseller Buy Price) of the total of Eligible Orders in the quarter. 6.4. An Eligible Order is defined as orders for renewal SKUs where a Qualifying Corresponding Order exists. 6.5. A Qualifying Corresponding Order is an order that meets the following criteria: Is an order for either a new licence or renewal order to the same Customer that covers the same products as the Eligible Order; Must have been transacted no less than six (6) calendar months prior to the date of Eligible Order; Must be for the same products (or equivalent in the event of suite / product name change) as the Eligible Order; Must be from the same reseller as the Eligible Order; and Must be for the last consecutive renewal period for the same products. 6.6. This rebate is applicable to renewal SKUs only. 6.7. In order to claim this rebate, the following process must be followed: The Reseller is to complete a Retention Rebate Claim form, identifying all orders for which they feel they are eligible. Trend Micro will validate the claim and inform the Reseller of the amount payable within 30 days of the claim being made; The Reseller is to issue a 30 day invoice to Trend Micro for payment of the rebate. 6.8. This rebate must be claimed within 30 days from the end of the calendar quarter from which the respective opportunity(ies) were closed. Any rebates not claimed within this time frame are forfeited. 6.9. The Reseller is responsible for identifying the opportunities eligible for this rebate and to make the claim within the designated timeframe. Version 2.5 5