This Acceptable Use Policy ("AUP") is a legal agreement between you, the user of the Services (as defined herein), a corporation, partnership, sole proprietor, or other business entity ("You(r)" or "Customer") and the Dell entity identified on Customer's invoice ("Dell") with whom an order for Services is placed.

1. Definitions.

1.1.	"Documentation" means any materials (including online materials) provided or made available to You by Dell in connection with the Services.

1.2.	"Effective Date" means the effective date of Purchase Agreement as indicated thereon.

1.3.	"Purchase Agreement" means the order acknowledgement, invoice, purchase order, service contract, service description, statement of work or sales agreement provided to You by Dell identifying services that are subject to the terms of this agreement.

1.4.	"Services" means the software, online services, or software-enabled services to be provided by Dell to You pursuant to a Purchase Agreement.

2. Limited License Grant.

2.1.	Dell Services. Subject to the terms and conditions of this AUP, Dell hereby grants to You a limited, personal, non-exclusive, non-assignable, non-transferable license to use the Services in accordance with the Documentation.

2.2.

Third-party Software. Third-party software delivered to You as part of or to facilitate access to the Service is subject to the license agreement accompanying the third-party software. If there is no separate license agreement between You and the manufacturer or owner of the third-party software, the terms and conditions set forth in the Dell Software License Agreement available at http://www.dell.com/termsandconditions shall apply.

3. Restrictions on License Grant.
You acknowledge and agree that except as otherwise authorized under this AUP or otherwise specified in writing between the parties:

3.1.

Your use of the Services is limited to the scope of the license granted in this AUP and that this AUP does not permit You to use the Services other than as provided herein. You acknowledge that the Services constitute valuable trade secrets and/or the confidential information of Dell or its licensors;

3.2.	You shall not knowingly or negligently permit other individuals or entities to use or copy the Services, or create Internet "links" to the Services or "frame" or "mirror" the Services on any other server or wireless or Internet-based device;

3.3.	You shall not modify, translate, alter, adapt, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), reproduce, distribute or display, or create derivative works, compilations or collective works based on the Services;

3.4.

You shall not reverse engineer the Services, or access the Services for any reason, including without limitation, in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services;

3.5.	You shall not license, sublicense, sell, resell, rent, lease, grant a security interest in or otherwise transfer the distribution rights to or commercially exploit the Services. You may not use the Services to run or as part of a service bureau, outsourced, or managed services arrangement;

3.6.	If applicable, Your usage of the Services shall be restricted to the licensed seats of concurrent users specified in the Purchase Agreement; and

3.7.	You may not access the Services if You are a direct competitor of Dell, except with Dell's prior consent. In addition, You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

4. Restrictions on Use.
You agree not to use the Services for one or more of the following:

4.1.	Attempt to use or gain unauthorized access to data, accounts, hosts, systems or networks of Dell or any of its customers or suppliers, or those of any other party;

4.2.	Attempt to probe, scan or test the vulnerability of a system or network of Dell or any of its customers or suppliers, any Dell product or service, or those of any other party;

4.3.	Interfere, or any attempt to interfere, with service to any user, host or network including, without limitation, mail-bombing, flooding, and attempting to deliberately overload the system;

4.4.	Forge of any TCP-IP packet header or any part of the header information in an e-mail or a newsgroup posting;

4.5.	Falsify address information or other modification of e-mail headers to conceal the sender's or the recipient's identity;

4.6.	Engage in activities that violate any terms or conditions of any other network access provider or Internet service provider; or

4.7.	Engage in activities that violate any applicable law or governmental regulation.

5. Intellectual Property Rights.

5.1.

Ownership of Intellectual Property Rights. All right, title and interest in the Services, including technology and trade secrets embodied therein and any custom developments created or provided in connection with or related to this AUP, including all copyrights, patents, trade secrets, trade dress and other proprietary rights, and any derivative works thereof, shall belong solely and exclusively to Dell or its licensors, and You shall have no rights whatsoever in any of the foregoing. Nothing in this AUP or otherwise will be deemed to grant to You an ownership interest in the Services, in whole or in part. All content and materials included as part of the Services, such as text, graphics, logos, button icons, images, audio clips, information, data, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, and software (the "Materials") are the property of Dell or its content suppliers and is protected by copyrights, trademarks, trade secrets, or other proprietary rights and these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Materials are copyrighted as individual works and as a collective work under the U.S. copyright laws (17 U.S.C. Section 101, et. seq.) and international treaty provisions, and Dell owns a copyright in the selection, coordination, arrangement and enhancement thereof. You may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Materials, in whole or in part. Any use other than as contemplated herein, including the reproduction, modification, distribution, transmission, adaptations, translation, republication, display, or performance, of the Materials, except as specifically permitted herein, is strictly prohibited. You understand and acknowledge that unauthorized disclosure, use or copying of the proprietary products and services provided pursuant to this AUP may cause Dell and its licensors irreparable injury, which may not be remedied at law, and You agree that Dell and its licensors' remedies for breach of this AUP may be in equity by way of injunctive or other equitable relief.

5.2.	Trademarks. The Dell name, logo, other related names, design marks, product names, feature names and related logos are trademarks of Dell and may only be used with the express written permission of Dell.

5.3.

Privacy & Rights to Data. Dell shall have the royalty-free right to gather, compile, use and distribute comparative data sets, statistical analyses, reports and related services utilizing aggregated data derived from data obtained from You, other Dell customers and other sources as a service to its customers and future customers and in the development of products and services (the "Data") in a manner consistent with Dell's privacy practices (available at http://www.dell.com/privacy). You represent and warrant that You have obtained all rights, permissions and consents necessary to use Your Data (including Your customer and other information) in conjunction with the Services, upload Your Data as part of the Services, and permit Dell to exercise all of its rights under this Section 5.3. To the extent required for Dell to provide or is otherwise provided as part of the functionality of the Services, You further grant to Dell a license to store and process such Data as may be required by Dell to provide the Services to You.

6. Audit.
Dell shall have the right to conduct and/or direct an independent accounting firm to conduct, during normal business hours, an audit of Your appropriate records to verify that the Services are being used in accordance with the terms of this AUP.

7. Patent and Copyright Infringement.

7.1.

Dell will defend or settle, at its own expense, any suit or proceeding brought against You, Your officers, agents, employees and authorized contractors claiming that the Services or Documentation furnished hereunder and used within the scope of a license granted to You hereunder, infringes a copyright or patent arising under applicable local law, including the laws of the United States and Canada. Such indemnification shall be available to You provided that (1) You notify Dell promptly in writing of any claim as soon as You becomes aware of any such claim, (2) Dell has sole control of the defense of any such claim and all related settlement negotiations, and (3) You cooperate in a reasonable manner with Dell with respect to the defense and disposition of such claim. Dell shall have no liability for any claim based upon (a) use of anything other than a current, unaltered version of the Services or Documentation supplied by Dell, or (b) use, operation or combination of the Services or Documentation with any non-Dell programs, services or data.

7.2.

Should the Services or Documentation become, or be likely to become, in Dell's opinion, the subject of a claim of infringement, Dell may, at its option, procure for You the right to continue using such Services or Documentation, or replace or modify the Services or Documentation with functionally equivalent, compatible programs so the Services becomes non-infringing. In the event that neither of the foregoing remedies is reasonably available, Dell may terminate the Services, and may terminate Your license, by refunding to You the unused fees.

7.3.	THE REMEDY PROVISIONS IN THIS SECTION 7 CONSTITUTE DELL'S SOLE LIABILITY, AND YOUR SOLE RECOURSE AND REMEDY, IN THE EVENT OF ANY INFRINGEMENT OF THIRD-PARTY RIGHTS BY THE SERVICES OR THE DOCUMENTATION.

8. Disclaimer of Warranties; Limitation of Remedies & Liabilities.

8.1.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AUP, (A) THE SERVICES ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DELL (INCLUDING ITS AFFILIATES AND SUBSIDIARIES) AND ITS DIRECTORS, OFFICERS, LICENSORS, SUBCONTRACTORS AND AGENTS (COLLECTIVELY, THE "DELL PARTIES") DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICES, OR OTHERWISE RELATING TO THIS AUP, INCLUDING WARRANTIES AND CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT AND ACCURACY; (B) NEITHER DELL NOR ANY DELL PARTY WARRANTS THAT THE SOFTWARE OR SERVICES ARE OR WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS; (C) YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, UNLESS SUCH ERRORS OR VIRUSES ARE THE DIRECT RESULT OF DELL'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT; (D) EACH OF DELL AND THE DELL PARTIES DISCLAIM AND MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF THE REPORTS, DATA, RESULTS OR OTHER INFORMATION OBTAINED, GENERATED OR OTHERWISE RECEIVED BY YOU FROM ACCESSING AND/OR USING THE SERVICES OR OTHERWISE RELATING TO THIS AUP, AND (E) USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK AND DELL AND EACH OF THE DELL PARTIES SHALL HAVE NO LIABILITY OR RESPONSIBILITY THEREFOR.

8.2.

IN NO EVENT SHALL DELL OR ITS LICENSORS OR DISTRIBUTORS, OR MARKETING PARTNERS, BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AUP OR OTHERWISE, EVEN IF DELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM AGAINST YOU BY ANY OTHER PARTY. IN NO CASE WILL DELL OR ITS EMPLOYEES, AGENTS, DISTRIBUTORS, MARKETING PARTNERS, RESELLERS, AFFILIATES OR SUBSIDIARIES BE LIABLE FOR ANY REPRESENTATION OR WARRANTY MADE TO YOU BY ANY THIRD PARTY. EXCEPT FOR CLAIMS THAT THE SERVICES (EXCLUDING THIRD PARTY PRODUCTS) CAUSED BODILY INJURY (INCLUDING DEATH) DUE TO DELL'S NEGLIGENCE OR WILFUL MISCONDUCT, DELL'S CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS OF DAMAGES ARISING OUT OF OR RELATED TO THIS AUP AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, STRICT LIABILITY, NEGLIGENCE OR TORT, SHALL NOT EXCEED THE AMOUNT OF THE PAYMENTS MADE BY YOU TO DELL FOR THE SPECIFIC SERVICE(S) GIVING RISE TO SUCH CLAIM IN THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM.

8.3.

YOU AGREE THAT THE OPERATION AND AVAILABILITY OF THE SYSTEMS USED FOR ACCESSING AND INTERACTING WITH THE SERVICES, INCLUDING, THE PUBLIC TELEPHONE, COMPUTER NETWORKS AND THE INTERNET OR TO TRANSMIT INFORMATION, WHETHER OR NOT SUPPLIED BY YOU OR DELL, CAN BE UNPREDICTABLE AND MAY, FROM TIME TO TIME, INTERFERE WITH OR PREVENT THE ACCESS TO AND/OR THE USE OR OPERATION OF THE SERVICES. DELL IS NOT IN ANY WAY RESPONSIBLE FOR ANY INTERFERENCE WITH OR PREVENTION OF YOUR ACCESS AND/OR USE OF THE SERVICES.

9. Confidential Information & Security.

9.1.

Where use of the Services is contingent on You and Your users accessing an "account" and/or inserting a "user-identification" and/or "password", You agree that You will be solely responsible for the user-ids and passwords that are provided to You and the users (as such passwords may be changed from time to time in accordance with features of the Services) to log-in to the password protected Services. If non-authorized individuals have access to Your systems or to Your users' user-id and password, they may be able to use the Services. You and Your users shall keep any correspondence You receive relating to or through the use of the Services (including, but not limited to, Your user-id, passwords, and other registration or sign-in information) confidential and in a safe place and not disclose it to any third party. You will be responsible and liable for all communications and actions that take place through the use of Your user-ids, including without limitation, any actions that occur without Your authorization. Accordingly, it is Your responsibility to take appropriate actions immediately if any password has been stolen, leaked, compromised or otherwise used without proper consent.

9.2.

Any transmission of data over the Internet carries some risk. Dell recommends that Customer transmit data to Dell only via a secure connection, such as SSL protocol (Secure Socket Layer) or FTPS connection. Regardless of the means of transmission, Customer acknowledges and agrees that any data transmitted between Customer and Dell will be at the Customer's own risk.

9.3.

Each party acknowledges that, from time to time, it may be exposed to certain information of the other party that the other party considers and treats as confidential and proprietary information and that is not generally known to the public ("Confidential Information"), including without limitation the Services. The receiving party agrees that it will take appropriate steps to protect such Confidential Information from unauthorized disclosure, that it will not disclose such information to any third party except its independent contractors and agents who are under an obligation of confidentiality with a reasonable need to know, and that it will not use any Confidential Information (other than as authorized by this AUP) without the prior written consent of the disclosing party. The obligations with respect to Confidential Information shall continue for three (3) years from the date of initial disclosure under this AUP.

10. Indemnification.
You accept responsibility for, and agree to indemnify and hold Dell harmless from, any and all liability, damages, claims or proceedings arising out of Your breach of this AUP, including, but not limited to (i) Your failure to obtain the appropriate license, intellectual property rights, or any other permissions, regulatory certifications or approvals required for Your use of the Services, (ii) Your violation of any privacy right, or (iii) any inaccurate representations regarding the existence of an export license.

11. Term; Termination, Modification and Suspension of Service.

11.1.

The term of this AUP shall commence on the Effective Date and shall terminate as specified in the Purchase Agreement, unless earlier terminated as provided in this AUP.

11.2.

Dell may, at its option, terminate this AUP and, the license granted hereunder, if (1) You fail to make any payment when due, (2) You declare bankruptcy or are adjudicated bankrupt, or (3) a receiver or trustee is appointed for You or substantially all of Your assets.

11.3.

Either party may terminate this AUP in the event of a material breach by the other party if such breach is not cured within thirty (30) days after written notice is received by the breaching party identifying the material breach.

11.4.

Subject to the expiration of the term of Services identified on Customer's Purchase Agreement, Dell may terminate this AUP for convenience for any reason or no reason, in which case Dell shall provide Customer thirty (30) days advance written or electronic notice.

11.5.

Dell may suspend, withdraw, or discontinue all or part of the Services or Your access or one or more users' access to the Services in the event that You (or Your users) breach any term of the AUP, including, without limitation, a breach of Section 3 or 4 of the AUP.

11.6.

Dell may amend, revise and/or alter all or any part of the Services for any reason or no reason, in its sole and absolute discretion, immediately, at any time, without Dell being liable to You, Your users or anyone else.

11.7.

Sections 3-5, 8-11, and 14 shall survive any termination or expiration of this AUP.

12. Assignment.

12.1.

You may not assign, sublicense, or otherwise transfer this AUP or the license granted to You herein, or any of Your rights or obligations under this AUP, to any party without the prior written consent of Dell.

12.2.

You agree that Dell shall have the right to directly or indirectly sell, transfer, assign, or delegate in whole or in part this AUP, or any rights, duties, obligations or liabilities under this AUP, by operation of law or otherwise.

13. High Risk Activities.
The Services are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Services could lead directly to death, personal injury, or severe physical or property damage (collectively, "High-Risk Activities"). Dell expressly disclaims any express or implied warranty of fitness for High-Risk Activities.

14. General.

14.1.

If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this AUP shall be valid and enforceable to the fullest extent permitted by applicable law.

14.2.

No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed to constitute a waiver of such right or any other rights hereunder. No consent to a breach of any express or implied term of this AUP shall constitute a consent to any prior or subsequent breach.

14.3.

You acknowledge that the Services, which may include technology and software, are subject to the customs and export control laws and regulations of the United States and may also be subject to the customs and export laws and regulations of the country in which the Services are rendered and/or received. You agree to abide by those laws and regulations. You are solely responsible for obtaining any specific licenses relating to the export of software if a license is needed. Dell's acceptance of a Purchase Agreement for Services is contingent upon the issuance of any applicable export license required by the United States Government; Dell is not liable for delays or failure to deliver Services or a product resulting from Customer's failure to obtain such license or to provide such certification.

14.4.

Neither party shall be liable to the other party for any failure to perform any of its obligations (except payment obligations) under this AUP during any period in which such performance is delayed by circumstances beyond its reasonable control including, but not limited to, fire, flood, war, embargo, strike, riot or the intervention of any governmental authority (a "Force Majeure"). The delayed party's time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure events lasts longer than thirty (30) days, the other party may immediately terminate the applicable Services by giving written notice to the delayed party.

14.5.

This AUP, including the other documents referred to herein, constitutes the entire understanding between Dell and You and supersedes all proposals, oral or written, and all communications between the parties relating to the subject matter of this AUP. The terms and conditions of this AUP shall prevail, notwithstanding any variance with any purchase order or other written instrument submitted by You, whether formally rejected by Dell or not. This AUP may be amended or modified only by the written consent of each party.

14.6.

Notices under this AUP shall be sufficient only if in writing and mailed by certified or registered mail, return receipt requested or personally delivered to the parties. Notice by mail shall be deemed received three days after deposit for mail deposited in the U.S. and five days after deposit for mail outside the U.S.

14.7.

The construction and performance of this AUP shall be governed by the following: For disputes arising out of Services performed or delivered in the following Regions, the following laws shall apply without regard to choice of law provisions or the United Nations Convention on the International Sale of Goods:

Region	Choice of Law
North America (excluding Canada), Latin America or South America:	Texas law and jurisdiction;
Canada:	Ontario law and jurisdiction
Europe, the Middle East and Africa:	English law and jurisdiction;
China:	Chinese law and jurisdiction;
Japan:	Japanese law and jurisdiction; and
Asia/Pacific:	Singapore law and jurisdiction.