Last updated February 2007
Welcome to StudioDell. The following are terms of a legal agreement between you and Dell Inc. ("Dell," "we," "us," "our"). By accessing, browsing and/or using the StudioDell site ("StudioDell Site"), you acknowledge that you have read, understood, and agree to be bound by these terms and any amendments thereto ("StudioDell Terms and Conditions") and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations. If you do not agree to these terms, do not use the StudioDell Site. The material provided on the StudioDell Site is protected by law, including, but not limited to, United States Copyright Law and international treaties. This StudioDell Site is controlled and operated by Dell from its offices within the United States. Dell makes no representation that materials available on the StudioDell Site are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access the StudioDell Site from other locations do so at their own initiative and are responsible for compliance with applicable local laws. You acknowledge and agree that the use of the StudioDell site does not create a confidential, fiduciary, or other special relationship between you and Dell.
Any claim relating to, and the use of, this StudioDell Site and the materials contained herein is governed by the laws of the state of Texas.
Please return to the StudioDell Site and review these StudioDell Terms and Conditions from time to time, as they may be amended without notice. Any changes to these StudioDell Terms and Conditions will be effective immediately upon the posting of the revised StudioDell Terms and Conditions on the StudioDell Site. Please note that your use of certain materials and features of the StudioDell Site may be subject to additional terms and conditions, including, without limitation, the site terms available at www.dell.com (collectively, "Other Dell Sites") By using the StudioDell Site, you also agree to be bound by such additional terms and conditions on these Other Dell Sites.
Proprietary Rights and License
All materials on the StudioDell Site, including, without limitation, names, logos, trademarks, images, text, columns, graphics, photographs, illustrations, artwork, software, clips and other elements making up the StudioDell Site (collectively, "Content") are protected by copyrights, trademarks and other intellectual property rights owned and controlled by us or by other parties that have licensed or otherwise provided their material to us. You may not delete, distort, or otherwise modify the Content. Any unauthorized attempt to modify any Content, to defeat or circumvent our security features, or to utilize the StudioDell Site or any part of the Content for any purpose other than its intended purposes is strictly prohibited.
You may display, perform, redistribute and otherwise exploit the videos on the StudioDell Site ("Dell Videos") under a worldwide, royalty-free, revocable and non-exclusive license from Dell ("User License"), provided you comply with the following restrictions and such other terms set forth in these StudioDell Terms and Conditions. You may not alter or edit the Dell Videos in any way, or combine the Dell Videos with other materials, without the prior written permission of Dell in each instance. To request permission from us, please contact: email@example.com. You must include any copyright notices, disclaimer of warranties, tags and other disclosures and identifiers, including without limitation, any Uniform Resource Identifier, required by Dell with any Dell Videos that you distribute, publicly display or perform. In addition, you may not use the Dell Videos on any web site or in any other medium, or in connection with any activity, that is sexually explicit or suggestive; unnecessarily violent or derogatory of any ethnic, national, racial, gender, religious, professional, sexual orientation, disability or age group; profane or pornographic, promotes alcohol, illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing); promotes any activities that may appear unsafe or dangerous; promotes any particular political agenda or message; defames, misrepresents, or contains disparaging remarks about other people or companies; advertises or promotes any brand or product of any kind other than Dell; infringes on the rights of any third party, or violates any law. You may not offer or impose any terms on the Dell Videos that alter, restrict or are inconsistent with the terms of the User License or these StudioDell Terms and Conditions. You may not assign or sell the Dell Videos or permit the placement of any liens or encumbrances on the Dell Videos. If you violate any of the foregoing terms or any other provisions of these StudioDell Terms and Conditions, as Dell determines in its sole discretion, Dell reserves the right to immediately terminate the User License and any use by you or your designees of the Dell Videos must immediately cease. \Dell also reserves the rights to terminate any User License at any time, and to no longer make the Dell Videos available for license, as Dell determines in its sole discretion. In the event of termination of a User License by Dell, you agree to immediately cease use of the Dell Videos, and if requested by Dell to notify Dell of any uses you made of the Dell Videos.
You agree not to (i) use the StudioDell Site, the Content, or any products or services included on or available through the StudioDell Site for any unlawful purpose, (ii) restrict or inhibit any other user from using and enjoying the StudioDell Site, including by means of disrupting the normal flow of dialogue, causing a screen to "scroll" faster than other users of the StudioDell Site are able to type, hacking or defacing any portion of the StudioDell Site, introducing any virus, worm, Trojan Horse, Easter Egg, time bomb, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or otherwise acting in a manner that negatively affects other users' ability to engage in real time exchanges; (iii) post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communications or engage in spamming or flooding; (iv) impersonate any other person or entity, or misrepresent your affiliation with any other person or entity; or (v) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the StudioDell Site or any Content on the StudioDell Site.
We reserve the right, but undertake no duty, to review, move or delete any Content provided for display or placed on this StudioDell Site, in our sole discretion.
Registration for Certain Features
In order to use certain features of the StudioDell Site, you may be required to install or use equipment and software. You are responsible for ensuring that your equipment and/or software do not disturb or interfere with the operation of the StudioDell Site. Any equipment or software causing interference shall be immediately disconnected and we shall have the right to immediately terminate your right to use and access the StudioDell Site. If any upgrade in or to the StudioDell Site or any feature requires changes in your equipment or software, you must effect these changes at your own expense. Unless explicitly stated otherwise, any new or additional features that augment or enhance the current StudioDell Site, including the release of new products and services, shall be subject to these StudioDell Terms and Conditions.
If you opt to register for a particular feature of the StudioDell Site, you agree to: (a) provide true, accurate and complete information about yourself as prompted by the registration form ("Registration Data"), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If we have reasonable grounds to suspect that the Registration Data is untrue, inaccurate or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the StudioDell Site (or any portion thereof). You acknowledge and agree that we may send you important information and notices regarding your account and the StudioDell Site by email, text messaging or other means based on the information you provide to us. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate Registration Data, including, but not limited to, your failure to receive critical information about the StudioDell Site.
Products, Services and Advertising on StudioDell Site and Linked Sites
We encourage the submission of ideas, suggestions, concepts, stories, videos, recordings, photos or other material (collectively, "Submissions"). In order to make Submissions, you must be a permanent, legal resident of the United States, at least 18 years of age and of majority in the state of your primary residence. You agree that if you make a Submission through the StudioDell Site via e-mail, on the message boards, in the chat rooms, or via any other means, you hereby grant to Dell and its respective affiliated companies, directors, employees, agents, licensees, and contractors (collectively, "Dell Entities") and their respective designees a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license to use the Submissions in any and all media now or hereafter known throughout the universe without restrictions of any kind or any approvals or consents required from, or attribution, payment or other consideration to, you or any third party ("Submission License").
The Submission License shall include, without limitation, the irrevocable right for the Dell Entities to reproduce, translate, distribute copies, display, perform, license the Submission, and all rights therein, in the name of Dell, or its designees throughout the universe in perpetuity in any and all media now or hereafter known. You agree that any statements made by you or others in your Submissions are reflections of your and their true and actual experiences and beliefs.
You agree that, if you make a Submission to us (including, without limitation, any postings on our message boards or in our chat rooms): (i) your Submission is original with you and accurate, (ii) your Submission does not violate, and its use will not violate, the rights of any third party or any applicable law or ordinance, and (iii) your Submission is not pornographic, obscene, indecent, profane, threatening, harassing, hateful, intimidating, abusive, defamatory, tortuous, fraudulent, or otherwise objectionable in any way, and does not encourage conduct that would constitute illegal activity, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including any right of publicity, right of privacy or any other proprietary right of another. If it is determined that you have, at any time, violated any of the foregoing provisions, you may thereafter be barred from submitting or posting any further material on the StudioDell Site or using or accessing message boards or chat rooms, and we may pursue any remedies available under these StudioDell Terms and Conditions or at law.
When you make a Submission, you understand that the Dell Entities will have the right, but not the obligation, to use, display and publish your name, photograph, likeness, voice, performance, biographical information and/or statements as embodied in the Submission or as you have otherwise provided to us, throughout the world in perpetuity in any media that now exists or may exist in the future including for advertising and promotional purposes by the Dell Entities. If the Dell Entities make use of any of the foregoing rights, you understand and agree that you shall not receive any other consideration, or payment, notification or credit, nor will you have any approval over how we use the foregoing rights.
We may contact you or any third parties to verify the information you provide to us, the rights you have secured with respect to the Submissions, obtain additional commentary, and to film, record and make a record of any statements made by you or others in the course of our conversations or correspondence with you. You agree that any materials created from such activities will be owned by us and may be used in accordance with these StudioDell Terms and Conditions. We may also send you information and notices regarding your Submissions and any program by email, text messaging or other means based on the information you provide to us.
Dell shall have the exclusive option to purchase from you and acquire all right, title and interest, including, without limitation, any copyrights and other intellectual property rights in and to the Submissions, which rights shall include, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license and apply for copyright registration for any or all of the Submissions, and all rights therein, in the name of Dell, or its designee throughout the universe in perpetuity in any and all media now or hereafter known. The option shall be exercisable by us from the date you make the Submission until one (1) year from that date. If Dell exercises the option, you agree to accept payment in the amount of $1,000 USD or equivalent value in kind, at Dell's discretion, and you agree to execute, acknowledge and deliver such other instruments consistent with an assignment of the intellectual property as may be reasonably necessary to carry out or effectuate the purposes or intent of the assignment of the Submissions.
Dell reserves the right at any time and from time to time to discontinue, temporarily or permanently, the acceptance of Submissions and/or your ability to access Submissions or Content with or without notice in its sole discretion. You agree that Dell shall not be liable to you or to any third party for any suspension or discontinuance of acceptance of Submissions.
By making a Submission, you acknowledge and agree that the Dell Entities may create on their own or obtain many ideas, materials and concepts through the StudioDell Site or other channels and means that may be similar to your Submissions. You hereby waive and agree not to make any claim against the Dell Entities with respect to such similarities, including, without limitation, any claims that any materials created or used by the Dell Entities are similar to your Submission.
Referral Programs; Forward to a Friend Opportunities
We may offer from time to time referral programs that permit you to submit information about other persons (each, a "Referred Person"), including, without limitation, email addresses, wireless telephone numbers, names, street addresses and other contact information so they may receive information and/or promotional offers concerning the StudioDell Site and its features. We will use and store any such information that we collect from you about a Referred Person only to the extent necessary to carry out your request, and we will not use any such information for any other purpose unless the Referred Person consents to the use for such other purpose. You may only refer persons with whom you have a personal relationship. You must have obtained the consent of the Referred Person prior to providing us with his or her contact information. We reserve the right to limit the number of Referred Persons you can submit. We reserve the right to limit the number of transmissions to any particular Referred Person from time to time. You may not withdraw the contact information you provide for a Referred Person once it has been submitted. A Referred Person must be a permanent, legal resident of the United States, at least 18 years of age, or such other age designated on the sign-up page, and be able to register for the features offered on the StudioDell Site, download any mobile content or otherwise use the StudioDell Site. The contact information for a Referred Person must be valid and functioning in order for us to contact him or her about the StudioDell Site or its features. We will not be responsible for validating the contact information you provide. We may elect NOT to communicate with any Referred Person and/or e-mail address if he or she appears to be on any of our "do not contact" or "do not e-mail" lists. In addition, we reserve the right to reject the participation of any Referred Person if (a) the contact information provided by you is incorrect or not valid, (b) such individual has violated any provision of these terms or conditions, or (c) we determine in our sole discretion that the participation of such individual might be harmful to us, this StudioDell Site, any service or feature, or any third party for any reason. We specifically disclaim any liability for exercising such right.
We may, at our discretion, send you a confirmation using any means available through the StudioDell Site, including email, text and other forms of messaging, to inform you that the Referred Person has registered for the StudioDell Site or a particular feature. If we send the confirmation to you via the carrier service with which you have a mobile communications subscription or otherwise have access, you understand you will pay any service fees associated with any such access (including text messaging charges to messages your mobile device). If you misuse any referral program or otherwise engage in improper behavior with respect to a referral program, as we determine in our sole discretion, we reserve the right to deny you further access to the StudioDell Site. We may from time to time offer incentives or rewards in connection with a referral program, and any such incentive or reward programs shall be subject to additional terms and conditions which shall be posted at the time such programs become available and shall be deemed incorporated into, and subject to, these StudioDell Terms and Conditions. We reserve the right, in our sole discretion, to suspend, temporarily or permanently, or cease to provide any and all referral programs without notice, reason or liability.
If you are using the StudioDell Site to communicate to a Referred Person (or any third party), you agree not to use the StudioDell Site to harm the Referred Person or any other third party, and/or use the StudioDell Site in violation of any applicable laws, rules or regulations or these StudioDell Terms and Conditions.
Infringement and Regulatory Complaints
We will cooperate with any law enforcement authorities and comply with any judicial order requesting or directing us to disclose the identity of anyone uploading, downloading, or posting materials, or otherwise using this StudioDell Site in violation of any applicable federal, state, or local laws.
If you believe that your work has been copied in any way without your permission, please provide the following information to our Agent to Receive Notification of Claimed Copyright Infringement identified below. Your notice must contain the following:
- Your electronic or physical signature;
- A description of the work you claim has been infringed;
- Identification of the work you claim infringes the copyrighted work and a description of where it is located on the StudioDell Site;
- Your address, telephone number and e-mail address;
- A statement by you that you have a good faith belief that the infringing use is not authorized by the copyright owner, the copyright owner's agent or by law; and
- A statement by you, under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Our Agent to Receive Notification of Claimed Copyright Infringement can be reached as follows: firstname.lastname@example.org .
Disclaimer of Warranties
THE STUDIODELL SITE AND ALL CONTENT, PRODUCTS AND SERVICES INCLUDED ON OR AVAILABLE THROUGH THE STUDIODELL SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. YOU AGREE THAT YOUR USE OF THE STUDIODELL SITE, ANY CONTENT AVAILABLE ON THE STUDIODELL SITE AND ANY PRODUCT OR SERVICE PURCHASED THROUGH THE STUDIODELL SITE IS AT YOUR SOLE RISK. THE DELL ENTITIES AND ANY SPONSORS AND ADVERTISERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO WARRANTY: (I) THAT USE OF THE STUDIODELL SITE OR ANY CONTENT OR SERVICES ON OR FROM THE STUDIODELL SITE (INCLUDING ANY SOFTWARE) WILL BE UNINTERRUPTED, TIMELY, ACCURATE, SECURE OR ERROR FREE; (II) THAT THE STUDIODELL SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (III) THAT ANY ERRORS ON THE STUDIODELL SITE WILL BE CORRECTED; OR (IV) THAT THE SERVERS ON WHICH THE STUDIODELL SITE, CONTENT AND SERVICES ARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL THE DELL ENTITIES, SPONSORS AND ADVERTISERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE MATERIALS ON THIS SITE (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, REVENUE, OR BUSINESS INTERRUPTION, OR LOSS OF COMPUTER PROGRAMS OR DATA ARISING FROM (I) YOUR USE OF OR INABILITY TO USE THE STUDIODELL SITE, OR (II) CONTENT, PRODUCTS, AND/OR SERVICES INCLUDED ON OR AVAILABLE THROUGH THE STUDIODELL SITE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY. THEREFORE, THE ABOVE DISCLAIMER OF WARRANTIES AND/OR LIMITATION OF LIABILITY MAY NOT APPLY TO YOU IN ITS ENTIRETY.
You agree to defend, indemnify and hold the Dell Entities, any sponsors and advertisers and their respective officers, directors, shareholders, agents and representatives harmless from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees) arising from your breach of any warranties, representations and agreements set forth in these StudioDell Terms and Conditions, including, without limitation, your unauthorized or improper use of any Content, including, without limitation, any of the Dell Videos.
THE PARTIES AGREE THAT THIS AGREEMENT, 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 YOU AND any of the Dell Entities arising from or relating to these StudioDell Terms and Conditions, their interpretation, or the breach, termination or validity thereof, the relationships which result from these StudioDell Terms and Conditions, the Content, Submissions or any activities resulting from any of the foregoing SHALL, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN YOU AND ANY OF THE DELL ENTITIES arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from these StudioDell Terms and Conditions (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), the Content, Submissions, or any related activities resulting from any of the foregoing SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com , or via telephone at 1-800-474-2371). The arbitration will be limited solely to the dispute or controversy between you and Dell. NEITHER YOU NOR DELL SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER DELL CUSTOMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. This transaction involves interstate commerce, and this provision 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 arbitration filing fees and fees required to obtain a hearing to the extent such fees exceed the amount of the filing fee for initiating a claim in the court of general jurisdiction in the state in which you reside. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory 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. Information may be obtained and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN 55405.
These StudioDell Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. If any provision of these StudioDell Terms and Conditions is held to be invalid or unenforceable, such provision shall be modified or eliminated to the minimum extent necessary and the remaining provisions shall be enforced. These StudioDell Terms and Conditions constitute the entire agreement between the parties hereto, and supersede any other agreement, promise, or practice between the parties relating to the subject matter hereto. We reserve the right to terminate your access to and ability to use this StudioDell Site (or any portion thereof), at any time (with or without notice). No waiver by either party of any right hereunder shall constitute a waiver of this or any other right.
© 2007 Dell Inc. All rights reserved.