diff options
Diffstat (limited to 'licenses/Dell-EULA')
| -rw-r--r-- | licenses/Dell-EULA | 442 |
1 files changed, 442 insertions, 0 deletions
diff --git a/licenses/Dell-EULA b/licenses/Dell-EULA new file mode 100644 index 000000000000..4874704d42cd --- /dev/null +++ b/licenses/Dell-EULA @@ -0,0 +1,442 @@ +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”). + +This EULA governs Your use of: (a) the object code version of Dell +branded software that is preinstalled on Dell hardware or otherwise +provided to You pursuant to a purchase contract, quote, order form, +invoice or online procurement process (each, an “Order”); (b) +associated software license keys, if any (“License Keys”); (c) +updates to such software (“Updates”); (d) the documentation for +such software; and (e) all copies of the foregoing (collectively, +“Software”). If You accept this EULA, or if You install or use +the Software, then You agree to this EULA unless You already have a +signed agreement with Dell Marketing L.P. or one of its affiliates +(“Dell”) that includes licensing terms that govern Your use +of the Software (“Pre-Existing Agreement”). If You accept this +EULA or install or use the Software on behalf of a business entity, +then You represent that You have authority to take those actions, +and this EULA will be binding on that business entity unless the +entity already has a Pre-Existing Agreement. If You do not agree to +this EULA, do not install or use the Software. + +If You are a business entity and You purchase Software from a +third party (“Reseller”) who sublicenses the Software to You +under the terms of an agreement between You and such Reseller +(a “Sublicense Agreement”), then the terms of Your Sublicense +Agreement with the Reseller shall govern Your use of the Software +and not this EULA. Resellers may only grant rights, and must pass +through conditions, consistent with this EULA. Thus, even though Your +Sublicense Agreement is between you and the Reseller, by installing or +using the Software, You acknowledge and agree that: (a) any license +rights in the Sublicense Agreement that are greater than the license +rights in this EULA shall not apply; (b) any license conditions in +this EULA that are not contained in the Sublicense Agreement apply +to You; (c) the limitations of liability set forth in this EULA will +apply in favor of Licensor, its affiliates and suppliers despite the +existence of a Sublicense Agreement; and (d) Licensor is a third-party +beneficiary of the Sublicense Agreement and is entitled to exercise +and enforce all of the Reseller’s rights and benefits under that +Sublicense Agreement. + +If You purchase Software as an individual consumer, nothing in this +EULA affects your statutory rights if the laws of your state or +country do not permit it to do so. + +1. License Grant. + +1.1. Right to Use. Subject to and in consideration of your full +compliance with the terms and conditions of this EULA, Licensor +grants to You a personal, non-exclusive license to use the Software +during the period stated in the applicable Order (if no period +is specified, You may use the Software perpetually). If You are +an individual consumer, this license grant allows You to use the +Software in connection with Your own personal use. If You are a +business entity, this license grant allows You to use the Software in +connection with the internal business operations of Your entity. In +addition, You may make a reasonable number of copies of the Software +solely as needed for backup or archival purposes. Additional license +terms for certain Software may be included in the Offering Specific +Terms Table located at www.dell.com/offeringspecificterms (“OST +Table”), and additional terms for Software that is licensed to +You for a limited time (“Subscription Software”) are located at +www.delltechnologies.com/subscription_terms (“Subscription Terms”). + +1.2. Third Party Use. If You are a business entity, You may allow Your +contractors (each, a “Permitted Third Party”) to use the Software +solely for the purpose of providing services to You, provided that +such use is in compliance with this EULA. You are liable for any +breach of this EULA by any Permitted Third Party. + +1.3. Rights Reserved. The Software is licensed and not sold. Except +for the license expressly granted in this EULA, Licensor, on behalf +of itself and its affiliates and suppliers, retains all rights in +and to the Software and in all related materials (“Works”). The +rights in these Works are valid and protected in all forms, media and +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. + +2.1. You and Your Permitted Third Parties must do the following: + +A. Run the Software only on the hardware for which it was intended +to operate, when applicable; B. Use License Keys (if applicable) only +from Licensor or an authorized Dell License Key provider; C. Treat the +Software as Dell confidential information; D. Use the Software only on +as many computers or devices that You purchased, in such configurations +permitted by Dell or Licensor, and/or in accordance with the applicable +unit of measure, each as may be specified on Your Order. For Software +licensed via a unit of measure, the terms and descriptions of each +unit of measure are located at www.delltechnologies.com/UOM_terms +(“UOM Terms”); E. Abide and be responsible for compliance with +the export control and economic sanctions laws of the United States, +the European Union, and other applicable jurisdictions (collectively, +“Applicable Trade Laws”). Software may not be used, sold, leased, +exported, imported, re-exported, or transferred except in compliance +with the Applicable Trade Laws. You represent and warrant that You +or Your Permitted Third Parties are not the subject or target of, +or located in a country or territory that is the subject or target +of economic sanctions under the Applicable Trade Laws. For further +information about geographical restrictions and compliance with +Applicable Trade Laws, visit www.dell.com/tradecompliance; and +F. Comply with all Third Party Terms (as defined in Section 5 below). + +2.2. Except as otherwise permitted by this EULA or by mandatory law +(meaning a law that the parties cannot change by contract), You +must not, and must not allow Your Permitted Third Parties, to do +the following: + +A. Modify or remove any proprietary notices or markings on or in the +Software; B. Transfer License Keys to any other person or entity; +C. Download Updates from Licensor or an authorized provider unless +You have a valid support agreement; D. Install Updates on Enterprise +Products (e.g., server, networking, storage, integrated solutions, +and data protection appliances) that have gone end of service life +unless Licensor otherwise agrees in writing; E. Install and operate +counterfeit versions of Software (i.e. software provided by anyone +other than Dell or an authorized representative of Dell) on Dell +hardware; F. Violate or circumvent any technological use restrictions +in the Software; G. Sell, loan, rent, lease, sublicense, distribute +or encumber (e.g., by lien, security interest, etc.) the Software; +H. Use any trademarks or service marks of Licensor, its affiliates +or suppliers; I. Provide access to the Software or allow use by any +third party, other than Permitted Third Parties, without Licensor's +prior written consent; J. Copy, republish, upload, post or transmit +the Software in any way; K. Modify or create derivative works based +upon the Software, or decompile, disassemble, reverse engineer, +or otherwise attempt to derive source code from the Software, in +whole or in part; L. Attack or attempt to undermine the security, +integrity, authentication or intended operation of the Software; +M. Use the Software on a service bureau, rental or managed services +basis; N. Create or permit others to create Internet "links" to the +Software or "frame" or "mirror" the Software on any other server, +wireless or Internet-based device; O. Use the Software to create a +competitive offering; P. Use the Software to create other software, +products or technologies unless the Software contains Development +Tools as described in Section 7; Q. Share or publish the results +of any benchmarking of the Software without Dell’s prior written +consent; R. Use the Software for high risk activities, including +without limitation online control systems, or use in hazardous +environments requiring fail-safe performance, such as in the operation +of nuclear facilities, aircraft navigation or communications systems, +air traffic control, life support, weapons systems or in any other +device or system in which function or malfunction of the Software +could result in death, personal injury or physical or environmental +damage; S. Use the Software for activities related to weapons of mass +destruction, including but not limited to, activities related to the +design, development, production or use of nuclear materials, nuclear +facilities, nuclear weapons, missiles or support of missile projects, +or chemical or biological weapons; and T. Assign this EULA, or any +right or obligation under this EULA, or delegate any performance, +without Dell’s prior written consent, unless You are transferring the +Software in accordance with the Transferability Section 3 below. Even +if Dell consents to an assignment, You remain responsible for all +obligations under this EULA that You incurred prior to the effective +date of the assignment. + +3. Transferability. If You are an individual consumer, You may transfer +the Software on a permanent basis as part of the sale or transfer +of the hardware system on which the Software is loaded, provided +that You retain no copies of any version of the Software. If You +are a business entity, You may not transfer the Software to another +person or entity without the express written permission of Dell, +unless allowed by applicable law stating that transfer may not be +restricted (note that a transfer fee may be charged by Dell). + +4. Compliance Verification. If You are a business entity, You must: (a) +maintain and use systems and procedures that allow You to accurately +track Your use of the Software; (b) certify to Dell in writing, at +Dell’s request, that Your use of Software fully complies with this +EULA, indicating the number of Software licenses deployed at that time; +and (c) cooperate fully and timely with Dell and its auditors if Dell +notifies You that it will conduct an audit to confirm Your compliance +with this EULA. Any such audit will be conducted during normal business +hours. If Dell determines that You have over-deployed Software, You +agree to immediately purchase licenses at the then-current list price +to bring Your use into compliance. If You over-deployed Software +by 5% or more, then You agree to pay the total cost of the audit, +in addition to any other liabilities You may have. + +5. Third Party Software. “Third Party Software” is software, +including open source software, that is contained in or provided with +the Software and is licensed by a third party under its own terms of +use (“Third Party Terms”). Third Party Software is governed solely +by the applicable Third Party Terms and not by this EULA. Third Party +Terms may be provided with the Third Party Software or may be included +in the OST Table. For certain open source software, the applicable +Third Party Terms may entitle You to obtain the corresponding source +files. You may find corresponding source files for such open source +software at //opensource.dell.com/ or in the “About” or “Read +Me” file of Software, or other locations that Licensor may specify. + +6. Free Software. “Free Software” means Software that is provided +to You without additional charge (e.g., scripts that enable customer +installation; code that enables You to monitor Your use of Dell +products; etc.). You may only use Free Software on or with equipment +or in the operating environments for which Dell has designed that +Free Software to operate. Licensor may terminate any license to Free +Software at any time in its sole discretion. You may not transfer +Free Software to anyone else. + +7. Development Tools. If the Software includes development tools, +such as scripting tools, APIs or sample scripts (collectively +“Development Tools”), and unless there is a separate agreement +between You and Dell or Licensor for the Development Tools, You may use +such Development Tools to create new scripts and code for the purpose +of customizing Your use of the Software (within the parameters set +forth in this EULA and in the Development Tools themselves) and for +no other purpose. + +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. For Subscription Software, this EULA automatically +terminates at the end of Your subscription period unless You renew +Your rights. Licensor may terminate this EULA if You or a Permitted +Third Party commits a material breach of this EULA and fails to cure +such breach within thirty (30) days following Your receipt of notice +of the breach from Dell. This right to terminate applies accordingly if +Dell or the Reseller from whom You made Your purchase does not receive +timely payment for the licenses to the Software or for the hardware +on which the Software is loaded, if any. When this EULA terminates, +all licenses granted automatically terminate and You must immediately +cease use of the Software and return or destroy all copies of the +Software. Except as otherwise agreed by Dell, You will not get a +refund from Dell if this EULA is terminated. Rights and obligations +under Sections of this EULA that, by their nature should survive, +will survive termination, as well as obligations for payment. + +11. Warranty Disclaimer. Under this EULA, Licensor provides neither +any warranties for the Software nor does it provide support for the +Software. Your rights under any warranties and any support entitlements +for Software acquired for a fee are solely between You and the Reseller +or Dell entity from whom You procured the Software and related support, +and are defined under the commercial terms agreed between You and such +selling entity. Accordingly, except as otherwise offered by Dell, +the Software is provided by Licensor under this EULA “As Is” +without any warranties or conditions. To the maximum extent permitted +by applicable law, Licensor, on behalf of itself and its affiliates +and suppliers: (a) makes no express warranties or conditions related +to the Software; (b) disclaims all implied warranties and conditions +related to the Software, including merchantability, fitness for a +particular purpose, title, and non-infringement; and (c) disclaims any +warranty or condition arising by statute, operation of law, course of +dealing or performance, or usage of trade. Licensor does not warrant +uninterrupted or error-free operation of the Software. This Section +does not affect or modify any of the statutory warranty rights that +are available to consumers. + +12. Limitation of Liability. + +12.1. Limitations on Damages. The limitations, exclusions and +disclaimers set forth in a Pre-Existing Agreement or Dell Terms of +Sale that applies your Order (in each case, the “Order Terms”) +shall apply to all disputes, claims or controversies (whether in +contract, tort or otherwise) between You and Licensor or Dell related +to or arising out of: (a) this EULA; (b) the breach, termination or +validity of this EULA; or (c) any Orders (each, a “Dispute”). In +the absence of applicable Order Terms, the terms set forth in this +Section shall apply to all Disputes. + +The terms of this Section are agreed allocations of risk constituting +part of the consideration for Licensor’s licensing of Software to You +and will apply even if there is a failure of the essential purpose of +any limited remedy, and regardless of whether a party has been advised +of the possibility of the liabilities. If applicable law prohibits +any portion of the limits on liability stated below, the parties agree +that such limitation will be automatically modified, but only to the +extent required to make the limitation compliant with applicable law. + +A. Limitation on Direct 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, the total liability of You and Licensor +(including Licensor’s affiliates and suppliers) arising out of any +Dispute is limited to the amount You paid for the Software that is the +subject of the Dispute, but excluding amounts received as reimbursement +of expenses or payment of taxes. Notwithstanding anything otherwise +set forth above, Licensor and its affiliates have no liability for +any direct damages resulting from Your use or attempted use of Third +Party Software, Free Software or Development Tools. + +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 Dell_Legal_Notices@dell.com. + +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. + +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. This means You and Licensor +waive any right to litigate disputes in a court or before a jury +and neither You nor Licensor shall be entitled to join, consolidate, +or include any claims belonging to or alleged or arising from, by or +on behalf of any third party to an arbitration brought hereunder, or +to arbitrate any claim as a class action, class representative, class +member, or in a private attorney general capacity. If You reside in (or +obtained the Software in) the United States, the arbitration will be +administered by the American Arbitration Association (AAA), or JAMS. If +You reside in (or obtained the Software in) Canada, arbitration will +be at ADR Chambers pursuant to the general ADR Chambers Rules for +Arbitration located at www.adrchambers.com. The arbitration shall be +conducted in the English language. The arbitration panel shall have +exclusive authority to resolve any arbitrability issues including +any dispute over this EULA or this arbitration provision’s scope, +application, meaning and enforceability. The arbitration panel shall +be empowered to grant whatever relief would be available in court, +including without limitation preliminary relief, injunctive relief and +specific performance. Any award of the arbitration panel shall be final +and binding immediately when rendered, and judgment on the award may be +entered in any court of competent jurisdiction. If any portion of this +arbitration agreement is found unenforceable, the unenforceable portion +shall be severed and the remaining arbitration terms shall be enforced +(but in no event will there be a class arbitration). Consumer claimants +(individuals whose transaction is intended for personal, family or +household use) may elect to pursue their claims in small-claims court +rather than arbitration. Licensor will be responsible for paying any +individual consumer's arbitration/arbitrator fees. Notwithstanding +the foregoing, Licensor may apply to any relevant government agency +or any court of competent jurisdiction to preserve its rights under +this EULA and to obtain any injunctive or preliminary relief, or +any award of specific performance, to which it may be entitled, +either against You or against a non-party; provided, however, that +no such administrative or judicial authority shall have the right or +power to render a judgment or award (or to enjoin the rendering of an +arbitral award) for damages that may be due to or from either party +under this EULA, which right and power shall be reserved exclusively +to an arbitration panel proceeding in accordance herewith. + +13.6. Third Party Rights. Other than as expressly set out in this EULA, +this EULA does not create any rights for any person who is not a party +to it, and no person who is not a party to this EULA may enforce any +of its terms or rely on any exclusion or limitation contained in it. + +13.7 Entire Agreement. You acknowledge that You have read this EULA, +that You understand it, that You agree to be bound by its terms, +and that this EULA, along with the Order Terms into which this EULA +may be incorporated (as applicable), is the complete and exclusive +statement of the agreement between You and Licensor regarding Your use +of the Software. All content referenced in this EULA by hyperlink is +incorporated into this EULA in its entirety and is available to You +in hardcopy form upon Your request. The pre-printed terms of Your +purchase order or any other document that is not issued or signed by +Licensor or Dell do not apply to Software. You represent that You did +not rely on any representations or statements that do not appear in +this EULA when accepting this EULA. + + + +(Dell EULA rev 25OCT2023) |