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18 Dell BSAFE OEM and Dell End User License Agreements
Dell End User License Agreement
E. Replacements. All replaced Equipment or components thereof shall be returned to
Supplier and become the property of Supplier upon receipt of the replaced Equipment or
components at the specified Supplier facility unless specifically agreed otherwise in an
Order. If Customer does not return a replaced component or Equipment within 15 days
after receipt of Supplier's request, then Customer must pay Supplier at the then-current
spare parts list price for the Equipment or portions that Customer has failed to return. If
Supplier determines that a component of a defective Equipment product is
"customer-replaceable", i.e. one that is easily disconnected and reconnected, or if the
Supplier determines that the Equipment should be replaced as a whole, Supplier
reserves the right to send Customer a component or whole replacement Equipment for
exchange.
F. Data Responsibility. Supplier shall not access or use any Customer production data
stored on the Products, unless Customer has expressly authorized Supplier to do so.
Unless a data deletion service is expressly ordered from Supplier, Customer is
responsible for removing all information and data stored on replaced parts, or on any
other items or Product before it is returned to Supplier.
G. Customer-Initiated Changes. If the Product is covered by Support Services and
Customer intends: (i) to relocate Equipment to a different installation site (where
applicable to the Product); (ii) to change the hardware configuration on its own; or (iii) to
deny the activation or to disable remote support features of a Product, Customer shall
notify Supplier in advance. Where any of such action limits Supplier's ability to provide
Support Services for the affected Product or increases the Supplier's cost of providing
Support Services, Supplier is entitled to make the continuation of Support Services
dependent on Customer paying a reasonable adjustment of the ongoing fees and a
reasonable charge for any re-certification services Supplier reasonably considers
necessary for continued support; agreed upon proactive support capabilities, response
times, or other service levels may no longer apply.
5.2 Professional Services.
A. Scope of Services. Supplier shall provide Professional Services including any
Deliverables (as defined below) in accordance with the applicable Service Description,
SOW or other agreed upon documentation containing the specifics of such services
("Service Specification"). Professional Services are provided as a separate and
independent service even if mentioned together with the sale or licensing of Products by
Supplier in the same Order. Supplier is not providing legal or regulatory advice in any
Professional Services.
B. Grant of License Rights in Deliverables.
(1) "Deliverables" means any reports, analyses, scripts, code, or other work results that
Supplier delivers to Customer within the framework of fulfilling obligations under a Service
Specification. "Proprietary Rights" mean all patents, copyrights, trademarks, trade
secrets, or other intellectual property rights of a party.
(2) Subject to Customer's compliance with the terms of this CTS and any applicable
Service Specification, Customer's payment of applicable amounts due, and Supplier's
Proprietary Rights in any underlying intellectual property incorporated into any
Deliverables or used by Supplier to perform Professional Services, Supplier grants
Customer a non-exclusive, non-transferable, revocable (in case of non-payment, or any
breach of this CTS or any applicable Service Specification) license to use (without the