Reference Guide

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Internal Use - Confidential

Your use of this product is subject to and governed by Dell’s applicable Terms of Sale and End

User License Agreement, which are each presented below in the following order:

· U.S. Consumer Terms of Sale

· Commercial Terms of Sale

· End User License Agreement

By the act of clicking “I accept,” you agree (or re-affirm your agreement to) the foregoing terms

and conditions. For the avoidance of doubt, to the extent that Dell is deemed under applicable law

to have accepted an offer by you: (a) Dell hereby objects to and rejects all additional or

inconsistent terms that may be contained in any purchase order or other documentation

submitted by you in connection with your order; and (b) Dell hereby conditions its acceptance on

your assent that the foregoing terms and conditions shall exclusively control.

IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE YOUR PRODUCT AND RETURN IT TO

DELL IN ACCORDANCE WITH DELL’S RETURN POLICY LOCATED AT

DELL.COM/RETURNPOLICY.

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U.S. Consumer Terms of Sale

PLEASE READ THESE TERMS CAREFULLY! THEY INCLUDE AN ARBITRATION PROVISION

REQUIRING INDIVIDUAL ARBITRATION OF DISPUTES INSTEAD OF JURY TRIALS OR CLASS

ACTIONS. By submitting your order or accepting or using products, you acknowledge that you

agree to these terms in their entirety.

1. Application. These Consumer Terms of Sale (“Terms”) apply to all consumer purchases from

Dell or of Dell products, software, services or support (“Product”) in the United States.

2. Additional Terms. The Terms consist of this document and Dell’s:

a. 30-Day Return Policy,

b. Consumer Warranties (for Dell-branded hardware purchases),

c. License Agreements (for software purchases),

d. Consumer Service Contracts (for services purchases),

e. Privacy Statement (describing how Dell collects, uses and shares your personal

information), and

f. Terms of Use (governing your use of Dell’s website).

3. Orders, Acceptance and Cancellation. Your order is an offer to buy. Dell may send an order

confirmation email to acknowledge receipt of your order, but Dell does not accept your order until

we send you notice that the Product has shipped. Dell may process payment for and ship parts of

an order separately. Dell reserves the right at any time, even after we send you a confirmation

email, to decline or cancel your order or to limit order quantities for any reason, including errors or

suspected fraud.

4. Pricing and Availability. Prices and promotions are subject to change. Dell strives to

communicate accurate pricing and product information, but errors may occur. In the unlikely

event that an error impacts your order, or a Product ordered is no longer available, we will either

contact you for instructions or cancel your order.

5. Taxes and Fees. Unless you provide Dell with a valid and correct tax exemption certificate, you

are responsible for sales and other taxes associated with your order.

6. Shipping. Product title passes to you when the Product ships. You are responsible for inspecting

the package(s) upon delivery and must note any visible damage on the proof of delivery (POD) or

other delivery receipt the carrier asks you to sign. Dell is not responsible for any visible shipping

damages not noted on the delivery receipt.

Summary of content (20 pages)

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Your use of this product is subject to and governed by Dell’s applicable Terms of Sale and End User License Agreement, which are each presented below in the following order: · U.S. Consumer Terms of Sale · Commercial Terms of Sale · End User License Agreement By the act of clicking “I accept,” you agree (or re-affirm your agreement to) the foregoing terms and conditions.
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7. Warranty Disclaimer. DELL INCORPORATES ITS CONSUMER WARRANTIES REFERENCED ABOVE WHICH APPLY TO PURCHASES OF DELL-BRANDED HARDWARE.
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d. Arbitration shall be administered by either: i. The American Arbitration Association (AAA), subject to its Consumer Arbitration Rules, available at (800) 778-7879 and http://www.adr.org; or ii. JAMS, subject to the JAMS Comprehensive Arbitration Rules, available at (800) 352-5267 and www.jamsadr.com. e. The arbitrator shall have exclusive authority to resolve any arbitrability issues including any dispute over these Terms or this arbitration provision’s scope, application, meaning, and enforceability.
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(“Equipment”) or (ii) Supplier-branded generally available software, whether microcode, firmware, operating systems or applications (“Software”). “Services” are: (a) Supplier’s standard service offerings for maintenance and support of Products (“Support Services”) and (b) consulting, deployment, implementation and any other services that are not Support Services (“Professional Services”). “Third Party Products” means hardware, software, products, or services that are not “Dell” or “Dell EMC” branded.
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Quote, or is made available through the then-current Supplier website for product- or service-specific terms, currently located at www.dell.com/offeringspecificterms. Such standard descriptions are from time to time referred to as “Service Description(s)”, “Product Notices” or “Service Briefs.” The version of the applicable document that is effective as of the date of the applicable Quote, shall be deemed incorporated into the Order.
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stated below. Customer may only return Products to Supplier that are permitted to be returned pursuant to the return policy at www.dell.com/returnspolicy. 4. Software Licenses. Customer’s rights to use the Software delivered by Supplier are governed by the terms of the applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula (the “EULA”) shall apply. Supplier will provide a hard copy of the applicable terms upon request.
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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.
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The license granted in this clause 5.2B. does not apply to: (i) any Products; or (ii) items licensed or otherwise provided under a separate agreement. Supplier is not limited in developing, using, or marketing services or products that are similar to the Deliverables or Professional Services provided hereunder, any Service Specification, or, subject to Supplier’s confidentiality obligations to Customer, in using the Deliverables or performing similar Professional Services for any other projects. C.
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6.2 Payment Terms. Customer shall pay Supplier’s invoices in full and in the same currency as Supplier’s invoice within the time noted on Supplier’s invoice, or if not noted, then within 30 days after the date of the invoice, with interest accruing after the due date at the lesser of 1.5% per month or the highest lawful rate.
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generally accepted industry standards. Customer must notify Supplier of any failure to so perform within 10 days after the date on which such failure first occurs. In such case, Supplier will use reasonable efforts to correct such failure within a reasonable period of time. If, after reasonable efforts, Supplier is not able to correct such deficiencies for reasons for which Supplier is responsible, then Customer may terminate the affected Services for cause by providing written notice to Supplier. 7.
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Customer’s use or attempted use of Third Party Software, Free Software or Development Tools, all defined in the EULA described in clause 4 above, or Third Party Products. B. Disclaimer of Certain Other Damages.
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other form, by a Customer or a Customer Affiliate to Supplier or a Supplier Affiliate or vice versa and that: (i) is marked, accompanied or supported by documents clearly and conspicuously designating such documents as "confidential", “internal use” or the equivalent; (ii) is identified by the discloser as confidential before, during or promptly after the presentation or communication; or (iii) should reasonably be known by the recipient to be confidential.
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(collectively, the “Materials”) are intended for its own use, not for resale, export, re-export, or transfer. Customer is subject to and responsible for compliance with the export control and economic sanctions laws of the United States, the European Union and other applicable jurisdictions.
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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.
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US Commercial Terms of Sale (rev. 06NOV2020) Translated versions may be found at www.dell.com/eula_translations End User License Agreement This End User License Agreement (“EULA”) is between the individual consumer or business entity that will use the Software (“You”) and the applicable entity identified in the “Licensor Table” located at www.dell.com/swlicensortable (“Licensor”).
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technologies existing now or hereafter developed. Any use of Works other than as expressly set forth herein is strictly prohibited. 1.4. Ownership. Licensor, on behalf of itself and its affiliates, retains ownership of the Works and all related intellectual property rights. If Software is provided to You on removable media (e.g., CD, DVD or USB drive), You may own the media on which the Software is recorded. 2. License Conditions. You and Your Permitted Third Parties must do the following: 2.1. A. B. C.
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O. P. Q. R. S. T.
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8. Evaluation Software. This EULA does not license use of Software for evaluation purposes (“Evaluation Software”) except to the extent these terms may be invoked by the separate license terms and conditions accompanying that Evaluation Software. 9. Support Services Not Included. If You purchase maintenance and support for Software, such services are identified in Your Order and will be provided under a separate services agreement. 10. Termination.
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B. Disclaimer of Certain Other Damages.
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13.5. Dispute Resolution and Binding Individual (non-class) Arbitration. This Section only applies if You are an individual consumer that resides in (or obtained the Software in) the United States or Canada. All Disputes shall be resolved exclusively and finally by binding individual arbitration.