path: root/licenses/Dell-EULA

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)