This Agreement is effective upon your (a) execution of a Statement of Work or an Order Form that incorporates this Professional Services Agreement by reference; or (b) acceptance of these terms pursuant to an online order process.

1. Your Relationship with Dell.
A. Introduction.
Dell's sale and performance of Professional Services (defined below) are subject to the terms of this Professional Services Agreement between you ("you" or "Customer") and Dell (the "Agreement"). "Dell" means Dell Marketing L.P., on behalf of itself and its suppliers and licensors, or the entity identified on your order confirmation, invoice or other form of purchase document entered into by you at the time of your purchase. "Customer" shall include any of your affiliates that expressly agrees to, or is otherwise legally bound by, this Agreement, and "Dell" shall include any Dell affiliates with which such an order is placed. Purchases under this Agreement shall be solely for Customer's own internal use and not for resale.

B. Definitions.
"Deliverables" means the tangible and intangible materials, including reports, studies, base cases, drawings, findings, manuals, procedures and recommendations prepared by Dell or its suppliers, licensors or subcontractors in the course of performing the Services.

"Materials" means all content and other items included with or as part of the Services, Software or Deliverables, including, but not limited to, text, graphics, logos, button icons, images, audio clips, information, data, photographs, graphs, videos, typefaces, music, sounds and software.

Order Form” means any quote, purchase order form, order acknowledgment or invoice provided by Dell that describes the Services or identifies the Services by stock-keeping unit or “SKU” and incorporates this Agreement by reference.

"Professional Services" (referred to hereinafter as “Services”) means the services performed by Dell as described in one or more Statements of Work or identified in an Order Form.
 
"Software" means any software, library, utility, tool, or other computer or program code, in object (binary) or source-code form, as well as the related documentation, provided by Dell to you in connection with the Services. Software includes software locally installed on your systems and software accessed by you through the Internet or other remote means (such as websites, portals and cloud-based solutions).
 
"Statements of Work" are separately signed mutually agreed upon documents that outline the scope of service, time period for service delivery (including any milestone requirements), requisite service steps, and payment terms.
 
"Third-Party Products" means any non-Dell-branded products, software or services.

C. Additional Agreements.
This Agreement, together with any accompanying Statements of Work or Order Forms, form a legally binding contract between you and Dell in relation to your purchase and Dell's performance of Services. Each Statement of Work or Order Form will be interpreted as a single agreement, independent of any other Statement of Work or Order Form, so that all of the provisions are given as full effect as possible. In the event of a conflict between these agreements, the terms of these documents will be interpreted in the following order of precedence: (1) Statement of Work; (2) Order Form; and (3) this Agreement.

D. Quotes, Ordering and Payment.
I. Payment Terms. Your order is subject to acceptance or cancellation by Dell, in Dell's sole discretion. Unless otherwise agreed to by Dell, payment must be received by Dell prior to Dell's acceptance of an order. Customer shall place all orders in the country where the Software is to be shipped and where Services are to be performed, and payment of the corresponding price and costs shall be made in the currency identified by Dell in its invoice. Customer will pay Dell fees for the Services calculated using the rates set forth in the Statement of Work or Order Form within 30 days after receiving invoice(s) for such fees. Customer (1) will reimburse Dell for reasonable, actual travel, meals, lodging, and other out-of-pocket expenses incurred by Dell in connection with the Services, and (2) will pay or reimburse Dell for all taxes, however designated or levied, on the Services or Deliverables provided by Dell hereunder. Additional charges may apply if Customer requests Services that are performed outside of contracted hours or are beyond the normal coverage for the particular Service, such as customized invoicing, consolidated invoicing and statements.

Dell reserves the right to charge you a late penalty of 1.5% per month applied against undisputed overdue amounts, or the maximum rate permitted by law, whichever is less. Late penalties will be recalculated every 30 days; thereafter, based on your current outstanding balance. In addition, Dell, without waiving any other rights or remedies to which it may be entitled, shall have the right to suspend or terminate any or all Services until Dell's receipt of all overdue amounts. Dell shall have no liability to Customer for any such suspension or termination of Services. Dell further reserves the right to seek collection of all overdue amounts (including by referral to third-party collectors), plus all reasonable legal fees (including reasonable attorney’s fees) and costs associated with such collection, and Customer agrees to pay the same.

II. Taxes. Unless you provide Dell with a valid and accurate tax-exemption certificate applicable to your purchase and location, you are responsible for sales tax and any other taxes or governmental fees associated with your order. The charges stated in the Order Form or any invoice are inclusive of all duties, levies or any similar charges and shall exclude VAT or equivalent sales or use tax. Dell shall provide Customer with a valid invoice in accordance with VAT or other applicable law. In the event that Customer is required by law to make a withholding or deduction in respect of the price payable to Dell, Customer will make the relevant payments to Dell net of the required withholding or deduction. Customer will supply to Dell evidence (e.g., official withholding tax receipts), to the reasonable satisfaction of Dell, that Customer has accounted to the relevant authority for the sum withheld or deducted. If such evidence is not provided to Dell within 60 days of remittance to the applicable tax authority, Dell will impose a penalty payment on Customer, and Customer will be liable for such penalty, in the amount of the withholding imposed on that particular transaction.

III. Prices. The prices charged for Software and Services purchased under this Agreement shall be the amounts set forth in the Statement of Work or Order Form. Quoted prices will remain in effect only until the expiration date of the quote or Dell's acceptance of your order.

2. Scope of this Agreement.
This Agreement authorizes you to purchase Professional Services from Dell in accordance with one or more Statements of Work or Order Forms that explicitly incorporate this Professional Services Agreement, including, but not limited to, the following:

  • Software Support
  • Managed Services
  • Help Desk Services
  • Consulting Services
  • Application Modernization
  • Training & Education Services
  • Installation & Deployment Services
  • Asset Recovery & Recycling Services
  • Configuration & Image Management Services

Additional services, Dell-branded hardware products, warranty-related support services on Dell-branded products and Third-party Products are available from Dell pursuant to the separate terms and conditions accompanying their purchase or, in the absence of accompanying terms, Dell’s Commercial Terms of Sale, which is available at www.dell.com/CTS.

3. Confidentiality.
In connection with this Agreement, each party may have access to or be exposed to information of the other party that is not generally known to the public, such as Software, Materials, product plans, pricing, marketing and sales information, customer lists, "know-how," or trade secrets, which may be designated as confidential or which, under the circumstances surrounding disclosure, should be treated as confidential (collectively, "Confidential Information"). Confidential Information may not be shared with third parties unless such disclosure is to the receiving party's personnel, including employees, agents and subcontractors, on a "need-to-know" basis in connection with this Agreement, so long as such personnel have agreed in writing to treat such Confidential Information under terms at least as restrictive as those herein. Each party agrees to take the necessary precautions to maintain the confidentiality of the other party's Confidential Information by using at least the same degree of care as such party employs with respect to its own Confidential Information of a similar nature, but in no case less than a commercially reasonable standard of care to maintain confidentiality. The foregoing shall not apply to information that (1) was known by one party prior to its receipt from the other or is or becomes public knowledge through no fault of the recipient; or (2) is rightfully received by the recipient from a third party without a duty of confidentiality. If a recipient is required by a court or government agency to disclose Confidential Information, the recipient shall provide advance notice to other party before making such a disclosure. The obligations with respect to Confidential Information shall continue for two years from the date of disclosure.

4. Term; Termination.
A. Term of this Agreement.
This Agreement commences on the date you execute it or a related Statement of Work or when Dell accepts your Order Form for Services and continues until the Statement of Work or Order Form expires or is terminated and when any Software licenses expire or are terminated (the “Term”). Notwithstanding anything to the contrary herein, any Customer purchase order you submit is solely for accounting purposes and any terms and conditions contained in any such purchase order shall have no binding effect on this Agreement or the relationship between Customer and Dell.

B. Termination of Services.
Either party may terminate an individual Statement of Work or Order Form if the other party commits a material breach of such agreement and the breach is not cured within 90 days of receipt of written notice from the injured party. This Agreement will terminate automatically upon the expiration of the Term. Dell may terminate this Agreement immediately, including prior to the expiration of the Term, if (1) you fail to make any payment when due; (2) you are acquired by or merge with a competitor of Dell; (3) you declare bankruptcy or are adjudicated bankrupt; or (4) a receiver or trustee is appointed for you or substantially all of your assets. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will automatically terminate except for rights of action accruing prior to termination, payment obligations, and any obligations that expressly or by implication are intended to survive termination.

5. Proprietary Rights.
You irrevocably acknowledge that, subject to the license granted herein or any separate license agreement referenced in Section 8 below, you have no ownership interest in the Software, the Materials, the methods by which the Services are performed or the processes that make up the Services (the “Dell IP”). Dell owns all right, title and interest in the Dell IP, subject to any limitations associated with the intellectual property rights of third parties. Dell reserves all rights not specifically granted herein.
 
6. Deliverables.
Subject to payment in full for the applicable Services, Dell grants you a non-exclusive, non-transferable, royalty-free right to use the Deliverables solely in the country or countries in which you do business, solely for your internal use, and solely as necessary for you to enjoy the benefit of the Services as stated in the applicable Statements of Work or Order Form. Dell and its applicable suppliers or licensors will retain exclusive ownership of all Deliverables, and will own all intellectual property rights, title and interest in any ideas, concepts, know-how, documentation and techniques associated with such Deliverables.

7. Suspension or Modification of Software or Services.
Dell may suspend, terminate, withdraw or discontinue all or part of the Services or your access or one or more users' access to the Software upon receipt of a subpoena or law-enforcement request, or when Dell believes, in its sole discretion, that you (or your users) have breached any term of this Agreement or an applicable Statement of Work or Order Form or are involved in any fraudulent, misleading or illegal activities.

8. Software.
A. Accompanying License.
Software and Materials are provided subject to the separate software license agreements accompanying the Software, along with any product guides, operating manuals or other documentation included with the software media packaging or presented to you during the installation or use of the Software. You agree to be bound by such license agreements.

B. Software License from Dell.
If no license terms accompany the Software, then subject to your compliance with the terms set forth in this Agreement, Dell hereby grants you a personal, nonexclusive license to access and use such Software only during the term of the Services and solely as necessary for you to enjoy the benefit of the Services as stated in the applicable Statement of Work or Order Form.

I. Restrictions. You may not copy, modify or create a derivative work, collective work or compilation of the Software, and may not reverse engineer, decompile or otherwise attempt to extract the code of the Software or any part thereof. You may not license, sell, assign, sublicense or otherwise transfer or encumber the Software; may not use the Software in your own delivery of managed-services to third-parties or in a service bureau arrangement; and may not use the Software in excess of the authorized number of licensed seats for concurrent users, sites or other criteria specified in the applicable Statements of Work or Order Form. In addition, Customer may not access the Software or monitor its availability, performance or functionality, or for any other benchmarking or competitive purpose.
You are further prohibited from (1) attempting to use or gain unauthorized access to Dell’s networks or equipment; (2) permitting other individuals or entities to use the Software or copy the Software or Services; (3) attempting to probe, scan or test the vulnerability of Software or a system, account or network of Dell or any of its customers or suppliers; (4) interfering or attempting to interfere with service to any user, host or network; (5) transmitting unsolicited bulk or commercial messages; (6) restricting, inhibiting or otherwise interfering with the ability of any other person, regardless of intent, purpose or knowledge, to use or enjoy the Software (except for tools with safety and security functions); or (7) restricting, inhibiting, interfering with or otherwise disrupting or causing a performance degradation to any Dell facilities used to deliver the Services.

II. Audit. You hereby grant Dell, or an agent designated by Dell, the right to perform an audit of your use of the Software during normal business hours; you agree to cooperate with Dell in such audit; and you agree to provide Dell with all records reasonably related to your use of the Software. The audit will be limited to verification of your compliance with the software licensing terms of this Agreement.
9. Important Additional Information.

NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT DELL'S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. SOME JURISDICTIONS DO NOT ALWAYS ENFORCE CLASS ACTION OR JURY WAIVERS, AND MAY LIMIT FORUM SELECTION CLAUSES AND STATUTE OF LIMITATIONS PROVISIONS, AS SUCH, ONLY THE LIMITATIONS THAT ARE LAWFULLY APPLIED TO YOU IN YOUR JURISDICTION WILL APPLY TO YOU, AND DELL'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

A. Limited Warranty.
DELL WARRANTS THAT ITS SERVICES SHALL BE PERFORMED BY QUALIFIED PERSONNEL IN A MANNER CONSISTENT WITH GOOD PRACTICE IN THE INFORMATION TECHNOLOGY SERVICES INDUSTRY. IF DELL BREACHES THIS WARRANTY, IT SHALL SUPPLY SERVICES TO CORRECT OR REPLACE THE WORK AT NO CHARGE. THE REMEDY SET FORTH IN THIS SECTION IS CUSTOMER'S EXCLUSIVE REMEDY FOR BREACH OF WARRANTY.

DELL WARRANTS THAT IT HAS THE RIGHT TO GRANT THE LICENSES TO THE SOFTWARE LICENSED IN SECTION 8 ABOVE, AND SUCH SOFTWARE WILL SUBSTANTIALLY CONFORM TO THE FUNCTIONAL SPECIFICATIONS AND CURRENT DOCUMENTATION PROVIDED BY DELL. THIS WARRANTY DOES NOT COVER SERVICE NOT PERFORMED OR AUTHORIZED BY DELL (INCLUDING INSTALLATION OR DE-INSTALLATION), USAGE NOT IN ACCORDANCE WITH SOFTWARE INSTRUCTIONS, OR USE OF PARTS AND COMPONENTS NOT SUPPLIED OR INTENDED FOR USE WITH THE SOFTWARE OR SERVICES.

EXCEPT AS EXPRESSLY STATED IN THE THIS SECTION 9(A), DELL, (INCLUDING ITS AFFILIATES, CONTRACTORS, AND AGENTS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AND OFFICERS), ON BEHALF OF ITSELF AND ITS SUPPLIERS (COLLECTIVELY, THE "DELL PARTIES") MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO ANY OF THE SOFTWARE OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY (1) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY OR NON-INFRINGEMENT; (2) RELATING TO THIRD-PARTY PRODUCTS; (3) RELATING TO THE PERFORMANCE OF SOFTWARE OR DELL'S PERFORMANCE OF THE SERVICES OR WHETHER THE SOFTWARE OR SERVICES ARE SUITABLE FOR HIGH-RISK ACTIVITIES; OR (4) REGARDING THE RESULTS TO BE OBTAINED FROM THE SOFTWARE OR SERVICES OR THE RESULTS OF ANY RECOMMENDATION BY DELL.

B. Limitation of Liability
DELL WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR SERVICES PROVIDED HEREUNDER. EXCEPT FOR YOUR BREACH OF SECTION 1.D.I. OR SECTION 8, NEITHER PARTY SHALL HAVE LIABILITY FOR THE FOLLOWING: (1) LOSS OF REVENUE, INCOME, PROFIT OR SAVINGS; (2) LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF A SYSTEM OR NETWORK OR THE RECOVERY OF SUCH; (3) LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION; (4) BUSINESS INTERRUPTION OR DOWNTIME; OR (5) DELIVERABLES OR THIRD-PARTY PRODUCTS NOT BEING AVAILABLE FOR USE.

DELL'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IN ANY 12-MONTH PERIOD SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO DELL DURING THE PRIOR 12 MONTHS OF THIS AGREEMENT FOR THE SPECIFIC SOFTWARE OR SERVICE GIVING RISE TO SUCH CLAIM(S).

THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE. THE PARTIES AGREE THAT THESE LIMITATION OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR DELL'S SALE OF SOFTWARE OR SERVICES TO CUSTOMER, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.

C. Indemnification.
Dell shall defend and indemnify you against any third-party claim or action that Software, Services or Deliverables (excluding Third-Party Products and open source software) prepared or produced by Dell and delivered pursuant to this Agreement infringe or misappropriate that third party's U.S. patent, copyright, trade secret, or other intellectual property rights ("Indemnified Claims"). In addition, if Dell receives prompt notice of an Indemnified Claim that, in Dell's reasonable opinion, is likely to result in an adverse ruling, then Dell shall, at its option, (1) obtain a right for you to continue using such Software, Deliverables or allow Dell to continue performing the Services; (2) modify such Software, Services or Deliverables to make them non-infringing; (3) replace such Software, Services or Deliverables with a non-infringing equivalent; or (4) refund any pre-paid fees for the allegedly infringing Services that have not been performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing Product, Deliverables or Software. Notwithstanding the foregoing, Dell shall have no obligation under this Section for any claim resulting or arising from (1) modifications of the Software, Services, or Deliverables that were not performed by or on behalf of Dell; (2) the combination, operation, or use of the Software, Services or Deliverables in connection with a Third-Party Product (the combination of which causes the claimed infringement); or (3) Dell's compliance with your written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by you. Dell's duty to indemnify and defend under this Section 9.C. is contingent upon: (1) Dell receiving prompt written notice an Indemnified Claim, (2) Dell having the right to solely control the defense and resolution of such Indemnified Claim, and (3) your cooperation with Dell in the defense and resolution of such Indemnified Claim. This Section 9.C. states Customer's exclusive remedies for any third-party intellectual property claim or action, and nothing in this Agreement or elsewhere will obligate Dell to provide any greater indemnity to Customer.

You shall defend and indemnify Dell against any third-party claim or action arising out of (1) your failure to obtain any appropriate license, intellectual property rights, or other permissions, regulatory certifications, or approvals associated with technology or data provided by you, or associated with software or other components directed or requested by you to be installed or integrated as part of the Software, Services or Deliverables; (2) your breach of Dell's proprietary rights as stated in this Agreement; (3) any inaccurate representation regarding the existence of an export license or any allegation made against Dell due to your violation or alleged violation of applicable export laws, regulations or orders; or (4) your providing of (or providing access to) Excluded Data (defined below) to Dell.

Each party shall defend and indemnify the other party against any third-party claim or action for personal bodily injury, including death, to the extent directly caused by the indemnifying party's gross negligence or willful misconduct in the course of performing its obligations under this Agreement.

D. Independent Contractor Relationship; Assignment; Subcontracting.
The parties are independent contractors. No provision of this Agreement will or shall be deemed to create an association, trust, partnership, joint venture or other entity or similar legal relationship between Dell and Customer, or impose a trust, partnership or fiduciary duty, obligation, or liability on or with respect to such entities. Neither party will have any rights, power or authority to act or create an obligation, express or implied, on behalf of another party except as specified in this Agreement. Dell has the right to assign, subcontract or delegate in whole or in part this Agreement, or any rights, duties, obligations or liabilities under this Agreement, by operation of law or otherwise, provided that Dell shall remain responsible for the performance of Services under this Agreement. Otherwise, neither party may assign this Agreement, in whole or in part, without the permission of the other.

E. Force Majeure.
Neither party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, cyber warfare, including, but not limited to, Internet-based conflict and attacks on information systems designed to or resulting in the disabling of websites and networks, embargo, strike, riot or the intervention of any governmental authority (a "Force Majeure"). In such event, however, the delayed party must promptly provide the other party with written notice of the Force Majeure. The delayed party's time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure event lasts longer than 30 days, then the other party may immediately terminate, in whole or in part, this Agreement or the applicable Statement of Work or Order Form by giving written notice to the delayed party.

F. Export Compliance.
You acknowledge that the Software, Services and Deliverables provided under this Agreement, which may include technology and encryption, are subject to the customs and export control laws and regulations of the United States ("U.S."), may be rendered or performed either in the U.S., in countries outside the U.S., or outside of the borders of the country in which you are located, and may also be subject to the customs and export laws and regulations of the country in which the Software, Services or Deliverables are rendered or received. You agree to abide by those laws and regulations. You further represent that any software provided by you and used as part of the Software or Services contains no encryption or, to the extent that it contains encryption, such software is approved for export without a license. If you cannot make the preceding representation, you agree to provide Dell with all of the information needed for Dell to obtain export licenses from the U.S. Government or any other applicable national government and to provide Dell with such additional assistance as may be necessary to obtain such licenses. Notwithstanding the foregoing, you are solely responsible for obtaining any necessary licenses relating to the export of software. Dell also may require export certifications from you for software. Dell's acceptance of any order for Software or Services is contingent upon the issuance of any applicable export license required by the U.S. Government or any other applicable national government; Dell is not liable for delays or failure to deliver Software or Services resulting from your failure to obtain such license or to provide such certification. Each Party agrees to indemnify, defend and hold the other harmless from any third-party claims, demands, or causes of action against the other due to the indemnifying party's violation or alleged violation of the applicable export laws, regulations or orders. Except as otherwise agreed to by Dell in a Statement of Work or Order Form, the Software and Services provided under this Agreement are not designed for the processing or storage of the following categories of data: (1) data that is classified and or used on the U.S. Munitions list, including software and technical data; (2) articles, services and related technical data designated as defense articles and defense services; (3) ITAR (International Traffic in Arms Regulations) related data; and (4) other personally identifiable information that is subject to heightened security requirements as a result of Customer's internal policies or practices or by law (collectively referred to as "Excluded Data"). Customer is solely responsible for reviewing its data that will be provided to Dell (or to which Dell will have access) to ensure that it does not contain Excluded Data.

G. Entire Agreement; Severability.
This Agreement, together with any Statement of Work or Order Form, is the entire agreement between you and Dell with respect to its subject matter and supersedes all prior oral and written understandings, communications, or agreements between you and Dell. Any preprinted terms on your purchase order shall be given no force or effect and no terms of a purchase order that conflict with this Agreement shall be binding on Dell. No amendment to or modification of this Agreement, in whole or in part, will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of this Agreement should be found to be void or unenforceable, such provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of this Agreement will remain in full force and will not be terminated.

H. Governing Law.
This Agreement, any related Statement of Work or Order Form, and ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND DELL, including their affiliates, contractors and agents, and each of their respective employees, directors and officers 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) any related purchase (a "Dispute") shall be governed by the laws of the State of Texas, without regard to conflicts of law. The parties agree that the UN Convention for the International Sale of Goods will have no force or effect on this Agreement.

I. Venue.
The parties agree that any Dispute shall be brought exclusively in the state or federal courts located in Travis or Williamson County, Texas. Customer and Dell 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 such courts and to venue in such courts.

J. Bench Trial.
The parties agree to waive, to the maximum extent permitted by law, any right to a jury trial with respect to any Dispute.

K. No Class Actions.
NEITHER CUSTOMER NOR DELL SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR PURSUE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

L. Limitation Period.
NEITHER PARTY SHALL BE LIABLE FOR ANY CLAIM BROUGHT MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION FOR SUCH CLAIM FIRST AROSE.

M. Dispute Resolution.
Customer and Dell will attempt to resolve any Dispute through face-to-face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mediator agreed to by the parties, rather than through litigation. The existence or results of any negotiation or mediation will be treated as confidential. Notwithstanding the foregoing, either party will have the right to obtain from a state or federal court in Travis or Williamson County a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo, prevent irreparable harm, avoid the expiration of any applicable limitations period, or preserve a superior position with respect to other creditors, although the merits of the underlying Dispute will be resolved in accordance with this paragraph. In the event the parties are unable to resolve the Dispute within 30 days of notice of the Dispute to the other party, the parties shall be free to pursue all remedies available at law or in equity.

N. Notices.
Notice to Dell under this Agreement or any related Statement of Work or Order Form must be in writing and sent by postage prepaid first-class mail or receipted courier service to the address below or to such other address (including facsimile or e-mail) as specified in writing, and will be effective upon receipt.

Dell Marketing L.P.
Attn: Contracts Manager
One Dell Way
Round Rock, Texas 78682

O. Signatures of the Parties to this Agreement.
This Agreement is effective upon your (a) execution of a Statement of Work or an Order Form that incorporates this Professional Services Agreement by reference; or (b) acceptance of these terms pursuant to an online order process.

Dell Inc.
Professional Services Agreement (United States)
Revision Date 7/8/2013