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Dell End User License Agreement
Dell BSAFE OEM and Dell End User License Agreements 25
12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4,
all U.S. Government end users acquire the software and documentation with only those
rights set forth herein. Contractor/manufacturer of Dell-branded Software and
Dell-branded Products is Dell Products L.P., One Dell Way, Round Rock, Texas 78682.
12.6 Entire Agreement. This CTS, the Schedules and each Order hereunder comprise
the complete statement of the agreement of the parties regarding the subject matter
thereof and may be modified only by written agreement. Pre-printed terms on any Order
or any term or condition on a Customer form, have no legal effect and do not modify or
supplement the CTS, even if Supplier does not expressly object to those terms when
accepting a Customer Order. The Schedule(s) and information which are incorporated by
reference (including reference to information contained in a URL or policy) form an
integral part of this CTS.
12.7 Force Majeure. Neither party shall be liable to the other for any delay or failure to
perform any of its obligations (other than for the payment of fees) caused by Force
Majeure. If such delay or failure lasts longer than 30 days, then the other party may
immediately terminate, in whole or in part, the relevant Order by giving written notice to
the delayed party. "Force Majeure" refers to circumstances beyond a party's reasonable
control including, without limitation, act of God, war, riot, civil commotion, terrorist acts,
malicious damage, governmental or regulatory actions, accident, breakdown of plant or
machinery, local or national emergency, explosions, fire, natural disasters, severe
weather or other catastrophes, epidemics/pandemics, general import/export/customs
process problems affecting supplies to Supplier or to Customer, shortages in materials,
failure of a utility service or transport network, embargo, strike, lock out or other industrial
dispute (whether involving Supplier's workforce or any other party), or default of suppliers
or subcontractors due to any of the preceding events.
12.8 Assignment and Subcontracting. Neither party shall assign, transfer or novate this
CTS, any Order, or any right or obligation thereunder or delegate any performance
without the other party's prior written consent, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing: (i) Supplier may use Affiliates or other qualified
subcontractors to perform it obligations hereunder, provided that the relevant party to the
Order shall remain responsible for the performance thereof; and (ii) either party may
assign rights to payments arising under any Order without consent of the other party.
12.9 Independent Contractors. The parties are independent contractors for all purposes
under this CTS and cannot obligate any other party without prior written approval. The
parties do not intend anything in this CTS to allow any party to act as an agent or
representative of a party, or the parties to act as joint venturers or partners for any
purpose. No party is responsible for the acts or omissions of any other.
12.10 Third Party Rights. There are no third-party beneficiaries to this CTS or any Order
under any laws.
12.11 Waiver and Severability. Failure to enforce a provision of this CTS will not constitute
a waiver of that or any other provision of this CTS. If any part of this CTS or an Order is
held unenforceable, the validity of the remaining provisions shall not be affected.
12.12 Notices. The parties will provide all notices under this CTS in writing. Customer
must provide notices to Supplier at the Dell email address on the first page of the CTS