Reference Guide

Internal Use - Confidential
B. Disclaimer of Certain Other Damages. Except for Your obligation to pay for the Software, or for
Your violation of the License Grant and License Conditions set forth herein or of Licensor’s or
Dell’s intellectual property rights, neither You nor Licensor (including Licensor’s affiliates and
suppliers) shall have any liability under this EULA for special, consequential, exemplary,
punitive, incidental or indirect damages, or for lost profits, loss of revenue, loss or corruption
of data, loss of use or procurement of substitute products or services.
12.2. Regular Backups. You are solely responsible for Your data. You must back up Your data before
Licensor or a third party performs any remedial, upgrade or other work on Your production systems. You
acknowledge that it is a best practice to have more than one back up copy of Your data. If applicable law
prohibits exclusion of liability for lost data, then Licensor will only be liable for the cost of the typical effort to
recover the lost data from Your last available back up.
12.3. Limitation Period. Except as stated in this Section, all claims must be made within the period specified by
applicable law. If the law allows the parties to specify a shorter period for bringing claims, or the law does not
provide a time at all, then claims must be made within 18 months after the cause of action accrues.
13. Additional Terms.
13.1. Notices. The parties will provide all notices under this EULA in writing. Unless provided otherwise in an
Order, You must provide notices to the local Dell entity in Your Order, or, if Your Order is not with a Dell entity,
by e-mail to [e-mail].
13.2. Waiver and Severability. Failure to enforce a provision of this EULA will not constitute a waiver of that or
any other provision of this EULA. If a court of competent jurisdiction determines that any part of this EULA or
document that incorporates this EULA by reference is unenforceable, that ruling will not affect the validity of all
remaining parts.
13.3. Modifications. This EULA may only be modified in writing signed by both parties; provided, however, that
Licensor may, in its sole discretion, update the Licensor Table, the OST Table, the UOM Terms and the
Subscription Terms at any time. Any changes that Licensor makes to the Licensor Table, the OST Table, the
UOM Terms or the Subscription Terms will only apply to Orders that occur after Licensor posts those changes
online.
13.4. Governing Law and Jurisdiction. If You obtained the Software directly from Dell, then the governing law
and jurisdiction provisions set forth in Your Order Terms shall apply to this EULA. Otherwise the following shall
apply:
A. Subject to Section 13.4 D and 13.5, if You are domiciled in the United States or Canada: (1) this EULA
and any Dispute is governed by the laws of the State of Texas (excluding the conflicts of law rules)
and the federal laws of the United States; and (2) to the extent permitted by law, the state and federal
courts located in Texas will have exclusive jurisdiction for any Dispute. Both parties agree to submit to
the personal jurisdiction of the state and federal courts located within Travis or Williamson County,
Texas, and agree to waive any and all objections to the exercise of jurisdiction over the parties by
those courts and to venue in those courts.
B. Subject to Section 13.4 D, if You are domiciled outside of the United States or Canada: (1) this EULA
and any Dispute is governed by the substantive laws in force in the country in which the Licensor is
located (as indicated in the Licensor Table located at www.dell.com/swlicensortable), without regard to
its conflict of law rules; and (2) the exclusive place of jurisdiction for any Dispute shall be in such
country.
C. In any event, neither the U.N. Convention on Contracts for the International Sale of Goods, nor the
Uniform Computer Information Transaction Act shall apply to this EULA or any Dispute.
D. If You are an individual consumer, this Section 13.4 does not deprive You of the protection afforded to
You by the provisions of mandatory consumer protections laws that are applicable to You, nor does it
prevent you from seeking remedies or enforcing your rights as a consumer under such laws.