Dell's Online Policies

Purchases of Dell products and services are governed by one of the following terms and conditions. Please review carefully.

U.S. Terms and Conditions of Sale -- Direct (Applies to all direct purchases-by internet, phone, or Dell Direct Store)

Retail Purchaser End User Agreement (Applies to all purchases from retail sellers)

Terms and Conditions of Sale for Persons or Entities Purchasing to Resell (Applies to all purchases of products that buyer intends to resell to others)

Site Terms (Governs use of Dell's web site)

U.S. Terms and Conditions of Sale - Direct (Applies to all direct purchases-by internet, phone, or Dell Direct Store)

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A BINDING ARBITRATION CLAUSE.

NOTE: These U.S. Terms and Conditions of Sale apply to direct purchases made from Dell by phone, the Internet, or the Dell Direct store.

These terms and conditions ("Agreement") apply to your purchase of products and/or services and support ("Product") sold in the United States by Dell, including its affiliates or subsidiaries. By placing your order for Product, you accept and are bound to the terms and conditions of this Agreement. If you do not wish to be subject to these terms and conditions, you must promptly cancel your order before it goes into production. If you return your purchase within 21 days, we'll refund your purchase price minus shipping, handling, and up to a 15% restocking fee. You may also be responsible for the cost of the return shipping back to Dell. See: www.dell.com/returnpolicy THIS AGREEMENT SHALL APPLY UNLESS (I) YOU HAVE A SEPARATE PURCHASE AGREEMENT WITH DELL, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (II) OTHER DELL TERMS AND CONDITIONS APPLY TO THE TRANSACTION.

Other Documents.  This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and Dell. If you do not receive an invoice or acknowledgement in the mail, via e-mail, or with your Product, information about your purchase may be obtained at https://support.dell.com/dellcare/Invoice.aspx or by contacting your sales representative. Payment Terms; Orders; Quotes; Interest.  Terms of payment are within Dell's sole discretion, and unless otherwise agreed to by Dell, payment must be received by Dell prior to Dell's acceptance of an order. Payment for the products will be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by Dell. Invoices are due and payable within the time period noted on your invoice, measured from the date of the invoice. Dell may invoice parts of an order separately. Your order is subject to cancellation by Dell, in Dell's sole discretion. Unless you and Dell have agreed to a different discount, Dell's standard pricing policy for Dell-branded systems, which include both hardware and services in one discounted price, allocates the discount off list price applicable to the service portion of the system to be equal to the overall calculated percentage discount off list price on the entire system. Dell is not responsible for pricing, typographical, or other errors in any offer by Dell and reserves the right to cancel any orders arising from such errors. Invoices must be paid within 30 days of the invoice date. For all but consumer purchases, Dell reserves the right to charge you a late penalty charge of 1.5% per month applied against undisputed overdue amounts or the maximum rate permitted by law whichever is less. Every 30 days thereafter, you will continue to be charged an additional late penalty charge. Shipping Charges; Taxes; Title; Risk of Loss.  Shipping and handling are additional unless otherwise expressly indicated at the time of sale. Title to products passes from Dell to Customer upon shipment to Customer. Loss or damage that occurs during shipping by a carrier selected by Dell is Dell's responsibility. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility. You must notify Dell within 21 days of the date of your invoice or acknowledgement if you believe any part of your purchase is missing, wrong or damaged. Unless you provide Dell with a valid and correct tax exemption certificate applicable to your purchase of Product and the Product ship-to location, you are responsible for sales and other taxes associated with the order. Shipping and delivery dates are estimates only. Warranties.  THE LIMITED WARRANTIES APPLICABLE TO DELL-BRANDED HARDWARE PRODUCT CAN BE FOUND AT www.dell.com/warranty OR IN THE DOCUMENTATION DELL PROVIDES WITH DELL-BRANDED PRODUCT. DELL MAKES NO WARRANTIES FOR SERVICE, SOFTWARE, OR NON-DELL BRANDED PRODUCT, SERVICE, MAINTENANCE OR SUPPORT. SUCH PRODUCT, SOFTWARE, SERVICE, MAINTENANCE OR SUPPORT IS PROVIDED BY DELL "AS IS" AND ANY THIRD-PARTY WARRANTIES, SERVICES, MAINTENANCE AND SUPPORT ARE PROVIDED BY THE ORIGINAL MANUFACTURER OR SUPPLIER, NOT BY DELL. DELL MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN DELL'S APPLICABLE DELL-BRANDED WARRANTY OR SERVICE DESCRIPTION IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP OR ACKNOWLEDGEMENT. DELL-BRANDED WARRANTIES AND SERVICES ARE EFFECTIVE ON PAYMENT IN FULL, AND DELL IS NOT OBLIGATED TO HONOR ANY WARRANTY OR PROVIDE SERVICE UNTIL DELL RECEIVES PAYMENT IN FULL. DELL MAY REQUEST CANCELLATION OF THIRD-PARTY-BRANDED SOFTWARE LICENSES, SERVICES, MAINTENANCE OR SUPPORT IF DELL DOES NOT RECEIVE PAYMENT. IF YOU PURCHASE THIRD-PARTY-BRANDED PRODUCT, SERVICES, MAINTENANCE, OR SUPPORT, ADDITIONAL THIRD-PARTY TERMS AND CONDITIONS MAY APPLY. Software.  All software is provided subject to a license agreement and you agree that you will be bound by such license agreement in addition to these terms. Title to software remains with the applicable licensor(s). Return Policies; Exchanges.  Dell's return policy can be found at www.dell.com/returnpolicy and you agree to those terms. You must contact us directly before you attempt to return Product to obtain a Return Material Authorization Number for you to include with your return. You must return Product to us in their original or equivalent packaging. You are responsible for risk of loss, shipping and handling fees for returning or exchanging Product. Additional fees, including up to a 15% restocking fee, may apply. If you fail to follow the return or exchange instructions and policies provided by Dell, Dell is not responsible for Product that is lost, damaged, modified or otherwise processed for disposal or resale. At Dell's discretion, credit for partial returns may be less than invoice or individual component prices due to bundled or promotional pricing. Changed or Discontinued Product.  Dell's policy is one of ongoing update and revision. Dell may revise and discontinue Product at any time without notice to you and this may affect information saved in your online "cart." Dell will ship Product that has the functionality and performance of the Product ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. Parts used in repairing or servicing Product may be new, equivalent-to-new, or reconditioned. Service and Support.  Consumer Customers.  Service offerings may vary. In addition to these terms and conditions, Dell and/or your third-party service provider may provide such service and support to you in accordance with term and conditions of Dell Service Descriptions located at www.dell.com/servicecontracts or as otherwise delivered to you. Dell and/or your third-party service provider may in their discretion revise their general and optional service and support programs and the terms and conditions that govern them without prior notice to you.Your purchase of services is pursuant to this Agreement and the terms and conditions of Dell Service Descriptions, if applicable, published online at the time of your purchase. Dell has no obligation to provide service or support until Dell has received full payment for the Product or service/support contract you purchased. Dell is not obligated to provide third-party branded service or support, or service or support for any products or services that you purchased through a third-party and not Dell. It is your responsibility to backup all existing data, software, and programs before receiving services or support (including telephone support). Dell and/or your third-party service provider will have no liability for loss or recovery of data, programs or loss of use of system(s) arising out of the services or support or any act or omission, including negligence, by Dell or your-third-party service provider. Dell and/or your third-party service provider is not permitted by law to copy pirated or copyrighted materials or to copy or handle illegal data. Prior to Dell and/or your third-party service provider providing service or support, you represent that your system(s) does not contain illegal files or data. You also represent that you own the copyright or have a license to make copies to all files on your system and do not have any data that would cause Dell or your third-party service provider to be liable for copyright infringement if such data was copied by Dell and/or your third-party service provider. Parts used in repairing or servicing Product(s) may be new, equivalent-to-new or reconditioned. Commercial Customers, including Small, Medium and Large Business and the Public Sector Customers. Services and/or support offerings are provided to you pursuant to Dell's Customer Master Services Agreement ("CMSA"), which is available for review at www.dell.com/servicecontracts and incorporated herein in its entirety by reference. Limitation of Liability.  DELL DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, DELL WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, DELL IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE. Not For Resale or Export.  You agree to comply with all applicable laws and regulations of the various states and of the United States. You agree and represent that you are buying only for your own internal use only, and not for resale or export. Dell has separate terms and conditions governing resale of Product by third parties and transactions outside the United States. Terms and conditions for resale are located at: www.dell.com/terms/#reseller. Governing Law. THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND DELL arising from or relating to this agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this agreement, Dell's advertising, or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAW. Dispute Resolution and Binding Arbitration.  ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND DELL, its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph, "Dell") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Dell's advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) or JAMS. Arbitration proceedings shall be governed by this provision and the applicable procedures of the selected arbitration administrator, including any applicable procedures for consumer-related disputes, in effect at the time the claim is filed. 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.The arbitration or small-claims court proceeding will be limited solely to the dispute or controversy between customer and Dell.In any dispute,NEITHER CUSTOMER NOR DELL SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The individual (non-class) nature of this dispute provision goes to the essence of the parties' dispute resolution agreement, and if found unenforceable, the entire arbitration and dispute resolution provision shall not be enforced.The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. This transaction shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Dell will be responsible for paying any individual consumer's arbitration fees. If any customer prevails on any claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO SUCH A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. For information on AAA or JAMS, contact the following: American Arbitration Association, 335 Madison Avenue, 10th Floor, New York, NY 10017, www.adr.org; JAMS, 45 Broadway, New York, NY 10005, (800) 352-5267, www.jamsadr.com.

(REV 110109)

Retail Purchaser End User Agreement (Applies to all purchases from retail sellers)

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU. THIS DOCUMENT CONTAINS A BINDING ARBITRATION CLAUSE.

This Retail Purchaser End User Agreement ("Agreement") governs your retail purchase and use of products and/or services and support ("Product") sold in the United States by Dell, including its affiliates or subsidiaries. BY PURCHASING AND USING THE PRODUCT, YOU ("CUSTOMER") AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE THE PRODUCT, AND RETURN THE PRODUCT TO YOUR PLACE OF PURCHASE (subject to its return policy).

Other Documents.  This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and Dell. Warranties.  THE LIMITED WARRANTIES APPLICABLE TO DELL-BRANDED HARDWARE PRODUCT CAN BE FOUND AT www.dell.com/warranty OR IN THE DOCUMENTATION FOUND WITH YOUR DELL-BRANDED PRODUCT. DELL MAKES NO WARRANTIES FOR SERVICE, SOFTWARE, OR NON-DELL BRANDED PRODUCT, SERVICE, MAINTENANCE OR SUPPORT. SUCH PRODUCT, SOFTWARE, SERVICE, MAINTENANCE OR SUPPORT IS PROVIDED BY DELL "AS IS" AND ANY THIRD-PARTY WARRANTIES, SERVICES, MAINTENANCE AND SUPPORT ARE PROVIDED BY THE ORIGINAL MANUFACTURER OR SUPPLIER, NOT BY DELL. DELL MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN DELL'S APPLICABLE DELL-BRANDED WARRANTY OR SERVICE DESCRIPTION IN EFFECT ON THE DATE OF THE PURCHASE OF YOUR PRODUCT. DELL-BRANDED WARRANTIES AND SERVICES ARE EFFECTIVE WHEN YOU HAVE TRANSFERRED THE OWNERSHIP OF THE PRODUCT INTO YOUR NAME, ALTHOUGH THE WARRANTY PERIOD COMMENCES ON THE DATE OF THE PURCHASE. YOU MAY FIND THE INSTRUCTIONS FOR HOW TO TRANSFER OWNERSHIP INTO YOUR NAME IN THE DOCUMENTATION FOUND WITH YOUR COMPUTER OR BY VISITING http://www.dell.com/register. LIKE YOUR USE OF THE PRODUCT, TRANSFERRING OWNERSHIP OF THE PRODUCT INTO YOUR NAME EXPRESSES YOUR INTENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU PURCHASE THIRD-PARTY-BRANDED PRODUCT, SERVICES, MAINTENANCE, OR SUPPORT ADDITIONAL THIRD-PARTY TERMS AND CONDITIONS MAY APPLY. Software. All software is provided subject to a license agreement and you agree that you will be bound by such license agreement in addition to these terms. Title to software remains with the applicable licensor(s). Return Policies; Exchanges.  Returns and exchanges are governed by the policies of the retailer where you purchased the Product. Service and Support.   Consumer Customers.  Service offerings may vary. In addition to terms and conditions, Dell and/or your third-party service provider may provide such service and support to you in accordance with the terms and conditions of Dell Service Descriptions located at www.dell.com/servicecontracts or as otherwise delivered to you. Dell and/or your third-party service provider may in their discretion revise their general and optional service and support programs and the terms and conditions that govern them without prior notice to you. Your purchase of services is pursuant to this Agreement and the terms and conditions of the Dell Service Descriptions, if applicable, published online at the time of your purchase. Dell has no obligation to provide service or support until Dell has received full payment for the service/support contract you purchased. Dell is not obligated to provide third-party branded service or support, or service or support for any products or services that you purchased through a third-party and not Dell. It is your responsibility to backup all existing data, software, and programs before receiving services or support (including telephone support). Dell and/or your third-party service provider will have no liability for loss or recovery of data, programs or loss of use of system(s) arising out of the services or support or any act or omission, including negligence, by Dell or your third-party service provider. Dell and/or your third-party service provider is not permitted by law to copy pirated or copyrighted materials or to copy or handle illegal data. Prior to Dell and/or your third-party service provider providing service or support, you represent that your system(s) does not contain illegal files or data. You also represent that you own the copyright or have a license to make copies to all files on your system and do not have any data that would cause Dell to be liable for copyright infringement if those files were copied by Dell and/or your third-party service provider. Parts used in repairing or servicing Product may be new, equivalent-to-new, or reconditioned. Commercial Customers, including Small, Medium and Large Business and Public Sector Customers.  Services and/or support offerings are provided to you pursuant to Dell's Customer Master Agreement ("CMSA"), which is available for review at www.dell.com/servicecontracts and incorporated herein in its entirety by reference. Limitation of Liability.  DELL DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, DELL WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, DELL IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT YOU PAID FOR THE APPLICABLE PRODUCT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE. Not For Resale or Export.  You agree to comply with all applicable laws and regulations of the various states and of the United States. You agree and represent that you are buying for your own internal use only, and not for resale or export. Dell has separate terms and conditions governing resale of Product by third parties and transactions outside the United States. Terms and conditions for resale are located at: www.dell.com/terms/#reseller. Governing Law. THE PARTIES AGREE THAT THIS AGREEMENT, THE PURCHASE AND USE OF THE PRODUCT, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND DELL arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement, Customer's purchase or use of the Product, Dell's advertising, or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAW. Dispute Resolution and Binding Arbitration. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND DELL, ITS AGENTS, EMPLOYEES, PRINCIPALS, SUCCESSORS, ASSIGNS, AFFILIATES (COLLECTIVELY FOR PURPOSES OF THIS PARAGRAPH, "DELL") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Customer's purchase or use of the Product, Dell's advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION(AAA) or JAMS. Arbitration proceedings shall be governed by this provision and the applicable procedures of the selected arbitration administrator, including any applicable procedures for consumer-related disputes, in effect at the time the claim is filed. 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. . The arbitration or small-claims court proceeding will be limited solely to the dispute or controversy between Customer and Dell.In any dispute. NEITHER CUSTOMER NOR DELL SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The individual (non-class) nature of this dispute provision goes to the essence of the parties'dispute resolution agreement, and if found unenforceable, the entire arbitration and dispute resolution provision shall not be enforced.The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. This transaction shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Dell will be responsible for paying any individual consumers' arbitration fees. If any Customer prevails on any claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO SUCH A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. For information on AAA or JAMS, contact the following: American Arbitration Association, 335 Madison Avenue, 10th Floor, New York, NY 10017, www.adr.org; JAMS, 45 Broadway, New York, NY 10005, (800) 352-5267, www.jamsadr.com.

(REV 110109)

Terms and Conditions of Sale for Persons or Entities Purchasing to Resell (applies to all purchases of Products that buyer intends to resell to others)

PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU.

These terms and conditions (this "Agreement" ) apply to your purchase and resale of certain products ("Products" ) and Dell services ("Services" ) from Dell or a Dell distributor in the United States or Canada (collectively, Products and Services shall be referred to as "Dell Products and Services" ). This Agreement does not apply to you if you are buying Dell Products and Services for your own end use. Not all Dell Products and Services are available for purchase under this Agreement. "Dell" means the direct or indirect affiliate or subsidiary of Dell Inc. named on your invoice, order confirmation, or other sales documents. "You" or "you" shall include your subsidiaries and affiliates that are majority owned or controlled by you, and are approved by Dell to resell Dell Products and Services under this Agreement (collectively, "Affiliates" ). These terms and conditions are subject to change at any time in Dell's sole discretion without prior written notice. If you do not wish to be bound by this Agreement, you must promptly notify Dell. Products must remain in the boxes in which they were shipped and you must notify us immediately to arrange a Product return, for which YOU WILL BE RESPONSIBLE FOR SHIPPING & HANDLING CHARGES. ADDITIONAL RETURN OR RESTOCKING FEES MAY APPLY. THIS AGREEMENT SHALL APPLY UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT WITH DELL THAT EXPRESSLY APPLIES TO YOUR PURCHASE AND RESALE OF DELL PRODUCTS AND SERVICES.

By purchasing Dell Products and Services for resale, you agree to be bound by and accept the terms and conditions of this Agreement.

Appointment.  Subject to your compliance with this Agreement, you may resell Dell Products and Services to certain third parties ("End-users" ) as authorized by Dell in writing, in Dell's sole discretion, only after you have added value to the Products through the addition of hardware, software, or services. Approval by Dell shall not be deemed from the sale of Product to you. You may not resell to Consumer, Education, Healthcare, Federal, State, Provincial or Local or other Public-sector customers, or to distributors or third-party sales agents, and you may not remarket or resell through retail storefronts or auction-type web sites. You may not resell to customers outside the United States or Canada, whichever is the country covered by the Dell entity from which you purchased Dell Products and Services. This Agreement is not exclusive. Dell may appoint other dealers, distributors, resellers, licensees or sales agents (including those who may compete with you) to sell Dell Products and Services. Dell may market Dell Products and Services to any third-party directly or indirectly without any obligation or liability to you. This Agreement does not guarantee that you will make any sales of Dell Products and Services. You determine or set your resale pricing. Dell reserves the right to restrict or prohibit your participation in certain promotions, and to add, modify, or discontinue pricing, Products, Services, or parts. Dell may require you to meet additional obligations not outlined herein, which will be disclosed to you prior to your purchase of Dell Products and Services for resale. You will provide Dell such information and reports pertinent to your relationship with Dell as may reasonably be requested by Dell. Trademarks; Copyrights. . You may use the "Dell" name and the names of Dell's Products and Services (collectively, "Names" ) solely for the purpose of accurately identifying the Dell Products and Services you market or sell under this Agreement. You may not use the Names for any other purpose, and may not use any other Dell trademarks, service marks, or copyrighted works. You agree to change or correct, at your own expense, any materials or activity that Dell decides is inaccurate, objectionable or misleading, or a misuse of the Names, trademarks, service marks, logos, or copyrighted works. You are prohibited from using Dell's logos, referring to yourself as an authorized reseller of Dell, or creating the impression that Dell is affiliated with you other than as permitted expressly by the terms of the PartnerDirect program. You may not claim or imply that you and Dell are legal partners or that Dell has sponsored, authorized, approved, or endorsed your business or any offer or marketing, advertising, or promotion thereof in any manner. You may not register or use any domain name or business name containing or confusingly similar to any name or mark of Dell's. You will clearly and prominently identify yourself in all your offers and advertising, marketing, and promotional materials. Intellectual Property Ownership. All right, title and interest in the intellectual property rights in Dell Products and Services, including technology and trade secrets embodied therein and any custom developments created or provided in connection with or related to this Agreement, 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 other than the rights set forth in this Agreement. Nothing in this Agreement or otherwise will be deemed to grant to you an ownership interest in the intellectual property rights in Dell Products and Services, in whole or in part. WARRANTIES. DELL MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN (i) DELL'S APPLICABLE LIMITED WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP, OR ACKNOWLEDGEMENT FOUND AT WWW.DELL.COM/WARRANTY OR THE DOCUMENTATION PROVIDED WITH THE PRODUCT(S) OR SERVICES OR (ii) WITH RESPECT TO THE SERVICES IN AN APPLICABLE SERVICE CONTRACT OR SERVICES DESCRIPTION FOUND AT WWW.DELL.COM/SERVICECONTRACTS OR A SEPARATELY SIGNED STATEMENT OF WORK. DELL DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES BY DELL FOR NON-DELL BRANDED PRODUCTS, SERVICES, OR SOFTWARE PRODUCTS. ALL SUCH PRODUCTS AND SERVICES ARE PROVIDED BY DELL "AS IS." NO REVISION IN LIMITED WARRANTIES WILL AFFECT PRODUCTS OR SERVICES ALREADY ORDERED BY YOU. REMEDIES & RESPONSIBILITIES. DELL RESERVES THE RIGHT TO MODIFY OR DISCONTINUE SERVICE, MAINTENANCE, OR SUPPORT IT OFFERS IN WHOLE OR IN PART PROVIDED SUCH MODIFICATION OR DISCONTINUANCE SHALL NOT VOID ANY WARRANTY, SERVICE, MAINTENANCE, OR SUPPORT IN EXISTENCE AND PAID FOR PRIOR TO SUCH MODIFICATION OR DISCONTINUANCE. DELL MAY CANCEL SOFTWARE LICENSES, SERVICES, MAINTENANCE, OR SUPPORT IF DELL DOES NOT RECEIVE PAYMENT. IF YOU PURCHASE THIRD-PARTY-BRANDED PRODUCTS, SERVICES, MAINTENANCE, OR SUPPORT, ADDITIONAL THIRD-PARTY TERMS AND CONDITIONS MAY APPLY. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL REPRESENTATIONS AND OMISSIONS YOU MAKE OR FAIL TO MAKE TO YOUR CUSTOMERS OR TO THE PUBLIC. YOU WILL INFORM YOUR CUSTOMERS OF DELL'S RIGHTS AND YOUR OBLIGATIONS UNDER THIS AGREEMENT. This Agreement may NOT be altered, supplemented, or amended by you via the use of any other document(s) unless otherwise agreed to in a separate written agreement signed by Dell. Any use of pre-printed forms, such as purchase orders, are for convenience only, and any terms set forth therein shall not apply to the purchase of Dell Products and Services in accordance with this Agreement. Limitation of Liability.  DELL DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH IN THIS AGREEMENT. DELL WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, OR FOR ANY LIABILITY FOR PRODUCTS OR SERVICES NOT BEING AVAILABLE FOR USE, LOST OR CORRUPTED DATA OR SOFTWARE, LOST PROFITS OR SAVINGS, LOSS OF BUSINESS, OR THE PROVISION OF SERVICES OR SUPPORT NOT OTHERWISE PAID FOR OR SUBJECT TO ANY WARRANTY ASSOCIATED WITH SUCH PRODUCT OR SERVICE WHETHER DIRECT OR INDIRECT, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ON OUR WEB SITE TO THE CONTRARY, DELL IS NOT RESPONSIBLE FOR INFORMATION OR DATA YOU PROVIDE TO US UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT TO THE CONTRARY. YOU AGREE THAT FOR ANY LIABILITY ARISING FROM OR RELATED TO THE PURCHASE OF ANY PRODUCTS OR SERVICES, DELL IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES: IN THE CASE OF PRODUCTS ABOVE THE AGGREGATE DOLLAR AMOUNT YOU PAID TO DELL FOR SUCH PRODUCTS THAT CAUSED THE LIABILITY OR IN THE CASE OF SERVICES THE AGGREGATE DOLLAR AMOUNT YOU PAID TO DELL FOR SUCH SERVICES THAT CAUSED THE LIABILITY IN THE PREVIOUS 12 MONTHS PRIOR TO SUCH CLAIM FOR LIABILITY. THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE. Limitation Period.  Neither party may institute any action in any form arising out of this Agreement more than two (2) years after the cause of action has arisen, or in the case of nonpayment, more than two (2) years from the date of last payment. Your Indemnity to Dell.  To the fullest extent permitted by law, you will indemnify, defend, and hold harmless Dell, including Dell's officers, directors, agents, employees, subsidiaries, affiliates, parents, successors and assigns, from any claim, demand, cause of action, debt, or liability (including reasonable attorneys' or legal fees, expenses, and court costs) that relates to: (a) your modification of or addition to Dell Products and Services; (b) your breach of this Agreement, including your failure to secure assent by your End-Users to be bound by the CMSA (as defined below) or such other End-User terms provided by Dell to you in connection with this Agreement; (c) your omission, misrepresentation, or negligence; (d) warranties you provide to End-Users outside the terms of this Agreement with respect to Dell Products and Services; and (d) damage to a third party by Dell Products and Services sold by you to the extent such claim is based on (i) your modification of or addition to Dell Products and Services, misuse or abuse of Dell Products and Services, or breach of any provision in this Agreement; (ii) your failure to abide by all applicable laws, rules, regulations, and orders that affect Dell Products and Services; (iii) your omission, misrepresentation, or negligence; or (iv) intentional harm to any person or property caused by you. Indemnified claims, debts, and liabilities include the amount of any discount in price or concession that is made available by Dell to you. Marketing.  Reseller shall make no representations or warranties concerning Dell Products and Services except as Dell may itself approve in writing. Dispute Resolution - Arbitration. The parties will attempt to resolve any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, consumer protection, common law, intentional tort and equitable claims) between you and Dell, its agents, employees, principals, successors, assigns, or affiliates (collectively for purposes of this paragraph, "Dell") arising from or relating to the parties' written agreements, their interpretation, or the breach, termination or validity thereof, the relationships which result from the written agreements, the partner direct program, the reseller program, Dell's advertising, or any related purchase (each a "Dispute") through face-to-face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mutually agreeable mediator, rather than through litigation. If the parties are unable to resolve the Dispute through negotiation or mediation within a reasonable time after written notice from one party to the other that a Dispute exists, the Dispute will be settled by binding individual arbitration in accordance with the then current CPR Rules for Non-Administered Arbitration . The Arbitration will be conducted before a single arbitrator mutually agreed to by the parties. If such arbitrator cannot be agreed upon Dell will appoint one (1) arbitrator and you will appoint one (1) arbitrator. The two (2) appointed arbitrators will then select a third arbitrator, who shall be the presiding arbitrator. NEITHER YOU NOR DELL SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER RESELLERS OR PARTNERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The individual (non-class) nature of this dispute provision goes to the essence of the parties' arbitration agreement, and if found unenforceable, the entire arbitration provision shall not be enforced. The arbitration hearing shall take place in Austin, Texas, and will be governed by the United States Federal Arbitration Act to the exclusion of any inconsistent state laws. The arbitrators shall base their award on the terms of any written Agreement(s), and will follow the law and judicial precedents that a United States District Judge sitting in the Western District of Texas would apply to the Dispute. (For Canadian entities: the arbitration hearing shall take place in Toronto, Ontario, and will be governed by the Arbitration Act of Ontario and the applicable laws of Ontario and Canada.) The arbitrator shall render its award in writing and will include the findings of fact and conclusion of law upon which their award is based. Judgment upon the arbitration award may be entered by any court of competent jurisdiction. Notwithstanding the foregoing, either party will have the right to obtain from a court of competent jurisdiction a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, although the merits of the underlying Dispute will be resolved in accordance with this paragraph. Independent Contractors.  No provision of this Agreement will or shall be deemed to create a legal partnership, joint venture, or other combination between Dell and you. You and Dell are independent contractors. Neither party will make any warranties or representations or assume any obligations on the other party's behalf. Neither party is or will claim to be a legal representative, franchisee, agent, or employee of the other party. Each party is responsible for the amounts it incurs arising from this Agreement and for the direction and compensation, and is liable for the actions, of its employees and subcontractors. Governing Law.  THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THEREUNDER, OR ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND DELL arising from or relating to this Agreement, its interpretation, or the breach, termination, or validity thereof, the relationships which result from this Agreement, Dell's advertising, or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS (OR FOR CANADIAN ENTITIES, THE PROVINCE OF ONTARIO), WITHOUT REGARD TO CONFLICTS-OF-LAWS RULES. Export.  You acknowledge that the purchased Dell Products and Services licensed or sold under this agreement may include technology and software that are subject to the customs and export control laws and regulations of the United States ("U.S.") or Canada and may also be subject to the customs and export laws and regulations of the country in which Dell Products and Services are manufactured and/or in the case of both Dell Products and Services are received. For any authorized resale under this Agreement, you acknowledge that it is your sole responsibility to comply with those laws and regulations and you agree to fully abide by those laws and regulations. Further, under those laws, Dell Products and Services shipped pursuant to this Agreement may not be sold, leased or otherwise transferred to restricted End-Users (including those on the U.S. Department of Commerce, Bureau of Industry and Security "Entity List" and other lists of denied parties) or to restricted countries (currently Cuba, Iran, North Korea, Sudan, and Syria). In addition, the shipped Dell Products and Services may not be sold, leased or otherwise transferred to, or utilized by an End-User engaged in activities related to weapons of mass destruction, including without limitation, activities related to the design, development, production or use of nuclear weapons, materials, or facilities, missiles or the support of missile projects, and chemical or biological weapons. In addition, you agree to indemnify, defend and hold Dell harmless from any loss, expense, penalty or claim against Dell due to your violation or alleged violation of any such applicable laws and regulations. If purchased Dell Products and Services are resold in violation of the foregoing restrictions, Dell shall not be obligated to provide any warranty service or technical support. Regulatory Compliance.  Dell has not tested the Products for use in specialized or high-risk applications or hazardous environments, including but not limited to any life-sustaining, chemical, or mission-critical use. DELL WILL NOT HAVE ANY LIABILITY FOR ANY DAMAGES ARISING FROM THE USE OF THE PRODUCTS IN ANY HIGH RISK ACTIVITY, INCLUDING BUT NOT LIMITED TO THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, MEDICAL SYSTEMS, LIFE SUPPORT, OR WEAPONS SYSTEMS. You are responsible for ensuring continued regulatory compliance, including but not limited to compliance to electrostatic discharge and radiated emissions standards, for any modifications or additions made to the Products after the Products are shipped from Dell. You are also responsible for obtaining any regulatory compliance marks that may be required to ship into locations other than United States and Canada. Headings.  The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived there from. If any provision of this Agreement is void or unenforceable, the remainder of this Agreement will remain in full force and will not be terminated. Language.  The parties confirm that it is their wish that this Agreement, as well as other documents relating to this Agreement, including all notices, have been and will be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s'y rattachent, soient rédiges en langue anglaise. Audit.  You will maintain accurate and legible records for a period of five years and will grant to Dell, or its designee, reasonable access to and copies of, any information reasonably requested by Dell with respect to your performance under this Agreement. Termination.  Dell may terminate this Agreement for any reason upon written notice to you at the address provided to Dell in accordance with the terms of this Agreement. This Agreement may be terminated by written notice of termination by either party if the other party breaches any of its obligations under this Agreement and the breach is not substantially cured within 30 days of receipt of notice of such breach (or, if an effort to cure is being diligently pursued, within such time as is reasonably necessary to complete the cure). Purchases by Affiliates.  Unless otherwise agreed in writing, any Affiliate who submits an order to Dell shall have thereby agreed to abide by the terms of this Agreement. Dell, in its sole discretion, may discontinue selling Dell Products and Services to any Affiliate or may require additional payment and/or credit conditions for such Affiliate. In consideration of Dell's agreement to extend credit to your Affiliates at the same or similar level as the credit extended to you, you hereby unconditionally guarantee complete and timely payment of any and all amounts due to Dell from any Affiliate. Assignment; Subcontracting.  You may not assign this Agreement without the prior written consent of Dell. Dell has the right to subcontract the Services provided under this Agreement. Force Majeure.  Dell shall not be liable to you for any failure to perform any of its obligations under this Agreement 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"). Notices.  To give notice under this Agreement, your notice must be in writing and sent by postage prepaid first-class mail, receipted courier service, facsimile telecommunication or electronic mail to the address below. Notice to you may be sent to you by postage prepaid first-class mail, receipted courier service, facsimile telecommunication or electronic mail to the address and contact information provided by you to Dell in connection with this Agreement. Dell Marketing L.P. Attn: Mgr Contracts One Dell Way Round Rock, TX 78682 Quotes; Orders; Payment Terms; Interest.  Payment terms for Dell Products and Services are within Dell's sole discretion and shall be set forth at the time of purchase of such Dell Products and Services. You agree not to violate the terms of any offer or concession made available by Dell. Dell may invoice or ship parts of an order separately. Dell reserves the right to cancel an order or transaction, in whole or in part. If you breach the provisions of this Agreement or the terms of any offer, Dell may charge or re-debit your account or credit card the full list price for your purchase (in lieu of a discounted or special price included in the offer). You agree to pay interest on all past-due sums at the highest rate allowed by law. You hereby grant Dell, and Dell hereby retains, a purchase money security interest and lien on any and all of your rights, title, and interest in Products, wherever located, and all replacements or proceeds of the Products, until the invoice for the applicable Products is paid in full, including any late charges and costs of collection. You consent to Dell's use of this Agreement, as well as Product invoices, as financing statements for protecting this security interest and appoint Dell as your agent for service of process. Unless you and Dell have agreed to a different discount, Dell's standard pricing policy for Products, which include both hardware and support services in one discounted price, allocates the discount off list price applicable to the service portion of the system to be equal to the overall calculated percentage discount off list price on the entire system. Shipping Charges; Risk of Loss; Taxes.  Shipping dates provided by Dell are estimates only. Shipping and handling are additional and will be shown on the invoice(s) or other documentation. Loss or damage to Products that occurs during shipping by a carrier selected by Dell is Dell's responsibility. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility. Unless you provide Dell with a valid and correct tax-exemption certificate at the time of purchase, you will be responsible for any and all taxes and fees associated with the order of Dell Products and Services, however designated, except for Dell's franchise taxes and taxes on Dell's net income. Title; Insurance.  Title to Products (except software) passes from Dell to you on shipment from Dell's facility or third-party manufacturer's facility. Title to software will remain with the applicable licensor(s). You will maintain comprehensive general liability, including products liability, insurance in an amount appropriate for your business, but in no event less than $1,000,000.00 (US) with an insurance company having a Best rating of A. Upon request, you will name Dell as an additional insured and provide to Dell a certificate of such insurance (including any new or amended certificates of insurance). Software; End-User License Agreement.  Products.  All software distributed with Products is provided subject to the End-User license agreement that is provided with the Product. You agree that you and your End-Users will be bound by such license agreement. Services.  All software services, online services, hosted solutions, cloud computing services and software-enabled services are provided pursuant to the license agreement and Acceptable Use Policy set forth at www.dell.com/AUP. No Returns.  All sales are final. Neither you nor your customers may return Products to Dell. If you refuse delivery of Products that you ordered, you will be responsible for shipping and handling charges and additional return or restocking fees may apply. Order Support; Other.  If you do not receive an invoice or acknowledgement in the mail or with your Dell Products and Services, information about your purchase may be obtained at www.support.dell.com/DellCare/Index.aspx (or in Canada at www.dell.ca/support) or by contacting your sales representative. You are obligated to ensure that you transfer the asset/service identification number (e.g. the Service Tag or Asset Number) to your End-User that is associated with Dell Products and Services you have purchased for resell in accordance with this Agreement. The process to complete such transfer is located at www.support.dell.com, which process may change from time to time. It is your responsibility to ensure compliance with the latest version of the posted process. You acknowledge that your failure to properly transfer the asset/service identification number will result in the End-User's inability to receive services from Dell. Dell Products and Services Updates.  Dell's policy is one of ongoing Dell Products and Services update and revision. Dell may revise and discontinue Dell Products and Services at any time without notice to you. Dell will ship Products and offer Services that have the functionality and performance of Dell Products and Services ordered, but changes between what is provided to you and what is described in a specification sheet or catalog are possible. Support Services Parts.  The parts and assemblies used in building Products, service parts and spare parts are selected from new, equivalent-to-new, or reconditioned parts and assemblies. Your Resale of Dell Services.  Dell Terms & Conditions Applicable to End-Users.  You will only resell Services, including support services sold with Products, to End-Users who agree to be bound to Dell's Customer Master Services Agreement set forth at www.dell.com/servicecontracts ("CMSA"), including terms and conditions incorporated by reference therein. You will incorporate in an enforceable manner the CMSA into your own agreement with End-Users ("End-User Reseller Agreement"), or where required by Dell, enable the CMSA to be presented directly to End-Users prior to their use of Services. Where Dell requires the CMSA to be presented directly to End-Users, the specific implementation and presentation of such terms will be mutually agreed, but at a minimum shall include i) direct links to the CMSA in an enforceable manner; ii) consent/accept provisions; and iii) continued accessibility by End-Users to the CMSA. You will immediately notify Dell if you become aware of any End-User's violation of the CMSA and any actions you have taken or will take in connection with the violation. At Dell's request, you will promptly discontinue further sales and suspend or terminate End-User's access to the Services in response to a violation of the CMSA. You acknowledge and agree that Dell is a third party beneficiary of the agreement used to engage the End User with respect to the Services and that you shall require the End User to acknowledge and agree as to such in the End-User Reseller Agreement. For avoidance of doubt, to ensure compliance with this Section, you shall provide the following provision in your End-User Reseller Agreement (or such other agreement you have with the End User as it relates to the Services): "Services being provided to you pursuant to this agreement that are provided by Dell Marketing, L.P. or one of its worldwide affiliates ("Dell"), are being provided to you in accordance with the terms and conditions of Dell's Customer Master Services Agreement and any and all applicable Service Descriptions set forth at www.dell.com/servicecontracts. You hereby acknowledge and agree to be bound by the terms set forth therein and that Dell is a third party beneficiary to this agreement." To ensure compliance with the terms of this Agreement, Dell reserves the right to audit your agreements with the End Users. Such audit shall take place during normal business hours upon seven days prior written notice. Internal Use by Reseller.  If you use or otherwise are the recipient of Services, including support services sold with Products, in any manner in connection with your resale of Services, such as serving as a managed service provider or participating in the delivery or deployment of Services to your customers, such use shall be governed by the CMSA. Updates.  Dell reserves the right to update the CMSA at any time and from time-to-time, effective upon posting of an updated version to the Dell website available at www.dell.com/servicecontracts. You are responsible for regularly reviewing the CMSA. You should closely monitor the revision date on the CMSA and any change of its posted date shall be deemed notice to you that the CMSA has been changed or amended. Continued resale or use of Services after any such changes shall constitute your consent to such changes. Dell Enforcement.  Dell reserves the right, in its sole discretion, to suspend or terminate any End-User in response to a violation or suspected violation of the CMSA or terms and conditions incorporated by reference therein. Dell Access to End-User Usage Data.  "End-User Usage Data" means data or information collected or received by Dell relating to an End-User's use of the Service, including preferences, images, files and documents. Dell reserves the right to access, preserve, or disclose End-User Usage Data if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce Dell's CMSA; (iii) respond to claims that any End-User Usage Data violates the rights of third parties; (iv) respond to your or your End Users' requests for technical support; or (v) protect the rights, property or personal safety of Dell, its users and the public.

(Rev 110109)