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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, including 
any associated intellectual property rights or trade secrets that may accompany 
it, may not be used, licensed, sold, supplied, leased, exported, imported, 
re-exported, or transferred, whether directly or indirectly, to restricted 
countries (including, but not limited to Cuba, Iran, North Korea, Syria, 
Russia, Belarus, and the Crimea, Donetsk, and Luhansk regions of Ukraine), 
restricted end users, or for restricted end uses according to the Applicable 
Trade Laws. Dell reserves all rights and remedies to enforce these 
restrictions, including injunctive relief, damages, and 
cancellation/termination of this EULA. 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 23OCT2024)