11. YOUR RESPONSIBILITIES. In addition to your other obligations set forth in this Agreement, you are responsible for the following:

A. End- User Documentation. You will provide each End-User with appropriate product warranty statements, registration cards, software license agreements and other materials that Dell includes with its shipments of Products to you. In addition, you are responsible for providing all similar information related to your addition or modification to the Products.

B. Business Conduct. At all times you shall conduct business in a manner which reflects favorably on the Products, Services, and goodwill and reputation of Dell. In your marketing and sales of Products and Services, you will conduct your business in an ethical manner and avoid any business practices that may be perceived as deceptive, misleading, or otherwise improper. You shall not make any false or misleading statement concerning Dell or any Products or Services in any of your advertising, marketing or promotional materials or in any content. Furthermore, you shall not make any representations, warranties, or guarantees with respect to the specifications, features or capabilities of Dell Products or Services that are inconsistent with or absent from Dell’s published product specifications at www.dell.com (or www.dell.ca for Canada), service descriptions at www.dell.com/servicecontracts, or software license agreements at http://software.dell.com/legal/license-agreements.aspx.

C. Anti-Corruption. “Anti-Corruption Laws” means the anti-corruption or anti-bribery laws in effect in jurisdictions where you market or sell Dell products or services, and Anti-Corruption Laws specifically include the Foreign Corrupt Practices Act of the United States and, if you conduct business in Canada, the Corruption of Foreign Public Officials Act of 1999. The Anti-Corruption Laws apply to your marketing, sale, and distribution of Dell Products and Services.

(i) You agree to comply with the Anti-Corruption Laws. You will not, in connection with this Agreement, take or allow any third party to take, any action or engage in any practice that would violate the Anti-Corruption Laws.

(ii) You agree that in the event that you subcontract the provision of any element of this Agreement to any person, or receive any services in connection with your performance of this Agreement from any person (each such person being an "Associated Person"), you shall impose upon such Associated Person Anti-corruption obligations that are no less onerous than those imposed upon you in this Agreement.

(iii) You warrant and represent that neither you nor any of your officers or employees has been convicted of any offense involving bribery, corruption, fraud or dishonesty or, to the best of your knowledge, has been or is the subject of any investigation, inquiry or enforcement proceeding by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Anti-Corruption Laws.

(iv) You shall (a) maintain, throughout the duration of dealings between you and Dell, your own anti-corruption policies and procedures, including without limitation, adequate procedures designed to ensure that you and your Associated Persons comply with the Anti-Corruption Laws; (b) provide a copy of such policies and procedures to Dell on request; and (c) monitor and enforce such policies and procedures as appropriate. You shall provide information, documentation and reasonable assistance to Dell and its authorized representatives for purposes of ensuring your compliance with the Anti-Corruption Laws or to support an inquiry or investigation of a suspected violation of those laws.

(v) Dell may immediately terminate this Agreement or suspend its performance without further liability to you if: (i) Dell has reason to believe that you have breached this Section 11.C, or that a breach may occur; or (ii) you refuse to provide information requested by Dell to confirm your compliance with this Section 11.C.

D. Insurance. You will obtain and maintain commercial general liability, including products liability, insurance in an amount appropriate for your business, but in no event less than $1,000,000.00 (U.S.), with an insurance company having an AM Best rating of A minus or better or similar local rating agency if not subject to AM Best. You will name Dell as an additional insured on all commercial general liability insurance policies procured in accordance with this paragraph. Upon request, you will provide to Dell a certificate of the above-mentioned insurance, including any new or amended certificates of insurance.

E. Compliance with Laws. You shall comply with all laws and regulations applicable to your activities in connection with this Agreement, including your marketing and sale of Products and Services. You will ensure any third party you engage with in connection with this Agreement will comply with all applicable laws and regulations.

F. Unauthorized Parts. Except as prohibited by law, you will not, and will not permit your End Users to, configure Dell Products with Unauthorized Parts. “Unauthorized Parts” means any third-party parts which were not: (i) procured from Dell or (ii) otherwise authorized and/or certified by Dell for integration into the applicable Dell Product.

12. INDEMNIFICATION

A. IP Indemnity. Dell shall defend and indemnify you against any third-party claim or action (provided that such third party is not affiliated with you) that the Dell Products and Services prepared or produced by Dell and delivered pursuant to this Agreement infringe or misappropriate that third party's U.S. (or, if you are in Canada, Canadian) patent, copyright, trade secret, or other U.S. (or, if you are in Canada, Canadian) intellectual property rights (collectively, “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 and expense: (a) obtain a right for End-User to continue using such Dell Products or allow Dell to continue performing the Services; (b) modify such Dell Products or Services to make them non-infringing; (c) replace such Dell Products or Services with a non-infringing substitute; or (d) terminate any allegedly infringing Service and the applicable Service Agreement, and refund any pre-paid fees for such allegedly infringing Service on a pro rata basis for the period of time that such Service has not been performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing Dell Products. Notwithstanding the foregoing, Dell shall have no responsibility for, and no obligation to defend or indemnify you for, any claim resulting or arising from (1) any Third Party Products; (2) any open source software; (3) modifications of the Dell Products or Services that were not performed by or on behalf of Dell; (4) the combination, operation, or use of any of the Dell Products or Services with any Third Party Product (where such combination, operation or use causes the claimed infringement); (5) Dell’s compliance with any of your written specifications or directions, including the incorporation of any materials, processes, or Third Party Products provided by or requested by you; or (6) any circumstance for which you are required to indemnify any Dell Party. Dell shall have no responsibility to defend or indemnify you for any claim that would have been avoided if not for your failure to incorporate free Product updates or upgrades provided by Dell. Dell has no obligation to defend or indemnify any End-User or any other third party. Dell’s duty to indemnify and defend under this paragraph is contingent upon: (i) Dell receiving prompt written notice of the third-party claim or action for which Dell must indemnify you, (ii) Dell having the right to solely control the defense and resolution of such claim or action, and (iii) your cooperation with Dell in defending and resolving such claim or action. Dell has no obligation to defend or indemnify any End-User or any other third party. This paragraph states your exclusive remedies, and Dell’s sole liability, 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 you.

B. Your Indemnity to Dell. You shall defend and indemnify the Dell Parties against any third-party claim or action resulting from or relating to (a) your failure to obtain or maintain any appropriate license, intellectual property rights, or other permissions, regulatory certifications or approvals associated with any product, software, data or other materials you provide, request or direct to be installed or integrated as part of the Products or Services; (b) your misuse or modification of any Products or Services; (c) your combination, operation or use of any of the Products or Services with any Third Party Product, where such combination, operation or use infringes or misappropriates any intellectual property right or trade secret of a third party; (d) your fraud, misrepresentation, gross negligence, willful misconduct or breach of any provision of this Agreement; (e) the provision of your own products, software, or services; (f) your breach of or noncompliance with the terms of this Agreement; (g) the relationship or transactions between you and an End-User; (h) any false or inaccurate representation by you, or your agent regarding the existence of an export license or the applicability or inapplicability of a license requirement or exception; or (i) any violation or alleged violation of any applicable customs, export control, or Sanctions laws or regulation (except to the extent that such violation or alleged violation is a direct result of Dell’s violation of applicable export control laws or regulations).

13. LIMITATION OF LIABILITY

A. DELL WILL NOT BE LIABLE FOR (A) ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, (B) LOSS OF REVENUE, INCOME, PROFIT, SAVINGS OR BUSINESS OPPORTUNITY, (C) BUSINESS INTERRUPTION OR DOWNTIME, (D) LOST OR CORRUPTED DATA OR SOFTWARE, OR (E) LOSS OF USE OF ANY PRODUCTS OR SERVICES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ON DELL’S 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. DELL DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH IN THIS AGREEMENT.

B. DELL’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE AGGREGATE DOLLAR AMOUNT YOU PAID TO DELL UNDER THIS AGREEMENT FOR SUCH PRODUCTS OR SERVICES THAT CAUSED THE LIABILITY IN THE PREVIOUS 12 MONTHS PRIOR TO SUCH CLAIM FOR LIABILITY. The existence of more than one claim will not increase or otherwise alter these limitations on Dell's liability.

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

14. CUSTOMS, EXPORT CONTROLS, AND SANCTIONS COMPLIANCE

A. Dell’s acceptance of any order for any Products or Services is contingent upon your compliance with the provisions of this clause. You shall require your End-Users to agree to terms no less restrictive than those contained in this Section 14.

B. You agree to abide by, and to assume sole responsibility for obtaining, and complying with the requirements of, all required export, re-export, in-country transfer, and import licenses, registrations, and other government authorizations relating to the Products and Services provided under this Agreement.

C. You agree that, in connection with the Products and Services supplied to you by Dell and any goods or services that you provide to Dell, you will not contract with or otherwise do business with any individual, company, organization or other entity, or with, in or involving any country or territory (including without limitation, North Korea, Cuba, Iran, Sudan, Syria, and Crimea), that is the subject or target of any U.S. or other national government financial and economic sanctions or trade embargoes or otherwise identified on a list of prohibited, sanctioned, debarred, or denied parties, including but not limited to those imposed, administered or enforced from time to time by the U.S. government through OFAC, the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce, or the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty’s Treasury of the United Kingdom (collectively, “Sanctions”), without having first obtained any required license or other government authorization or in any manner which would result in a violation of Sanctions by you or Dell.

D. Neither you nor or any of your subsidiaries nor any of your or your subsidiaries' directors, administrators, officers, board of directors (supervisory and management), members or employees is the subject or target of any Sanctions.

E. You have adequate controls and systems in place to screen, and are fully responsible for screening, transactions of all other third parties who may assist, benefit from, or provide goods or services to, or receive goods or services from, you and to ensure compliance with applicable laws pertaining to Sanctions.

F. You have appropriate procedures in place to comply with (and to ensure timely reporting under) the requirements of the anti-boycott laws and regulations of the United States and other jurisdictions in which Dell does business.

G. You have adequate policies and procedures in place to ensure that, and will ensure that, the Products, Software and Services provided in connection with this Agreement will not be exported, re-exported, sold, leased or otherwise transferred to, or utilized by, an End-User engaged in any of the following activities: (i) activities related to weapons of mass destruction, including any activities related to the design, development, production or use of: (A) nuclear weapons, materials or facilities; (B) missiles or the support of missile projects; or (C) chemical or biological weapons; (ii) terrorist activities (iii) military end uses in or connected with certain government owned or controlled corporations of such countries as identified by U.S. and other applicable government licensing authorities; (iv) exploration or production of oil and gas in Arctic, deepwater (greater than 500 feet), or shale formations in Russia or in, by, or with Russian companies, territories, or any other entities as identified by BIS and/or OFAC.

H. Unless prohibited by law or compulsory governmental process, you agree to provide notice to Dell in a commercially reasonable manner (if not herein elsewhere stated with specificity) of any government action or communication that you receive or become aware of concerning Sanctions or trade compliance relating to the Products, Software and/or Services provided herein by or to you and to or by Dell.

I. Any goods, software, technology, or source or object code provided by you and installed on, exported with, or used as part of the Products, Software or Services that contain encryption are authorized for export, re-export, or transfer pursuant to an export license obtained by you or is otherwise covered by a license exception.

J. You are responsible for accurately reporting and providing all applicable export license, product classification information, End-User and end use statements, and destination control statements required by applicable customs, export controls, and sanctions laws.

K. Nothing in this clause is to be construed as authorization by Dell for you to market or resell Products, Software and Services in violation of the provisions of this Section 14.

L. You are not authorized to import to or export out of the Territory under Ex Works (EXW) terms unless you have received written approval from Dell (must be at Dell Sales Vice President level or higher) and you have signed an Ex Works addendum with Dell and comply with such addendum.

15. DISPUTE RESOLUTION - ARBITRATION. YOU AND DELL ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR, WHERE APPLICABLE, TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

A. The parties will attempt to resolve any claim, dispute, or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, consumer protection, common law, intentional tort and equitable claims) between you and Dell Parties arising from or relating to any purchase of Products or Services, this Agreement or any Service Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from such written agreements (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), the Dell PartnerDirect program, the reseller or channel partner 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.

B. 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 SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION administered by the International Institute for Conflict Prevention and Resolution (CPR), the American Arbitration Association (AAA), or JAMS (for Canadian resellers, arbitration will be at ADR Chambers pursuant to the general ADR Chambers Rules for Arbitration located at www.adrchambers.com). Arbitration proceedings shall be governed by this Dispute Resolution – Arbitration section and the applicable procedures of the selected arbitration administrator in effect at the time the claim is filed. The arbitration will be limited solely to the individual dispute or controversy between you and Dell.

C. You agree to arbitration on an individual basis. Where enforceable, 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 CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (BUT IN NO CASE SHALL THERE BE A CLASS ARBITRATION).

D. The arbitration hearing shall take place in Austin, Texas (unless the arbitrator orders otherwise), and will be governed by the United States Federal Arbitration Act to the exclusion of any inconsistent state laws. The arbitrator shall base its 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 (unless the arbitrator orders otherwise), and will be governed by the Expedited Arbitration rules published by ADR Chambers and by 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 the award is based. Judgment upon the arbitration award may be entered by any court of competent jurisdiction. For information on CPR, call (212) 949-6490; on AAA, call (800) 778-7879; on JAMS, call (800) 352-5267. 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 Dispute Resolution – Arbitration section.

16. GOVERNING LAW. You agree that this Agreement, any purchase hereunder and any Dispute will be governed by the laws of the State of Texas (or for Canadian entities, the Province of Ontario), without regard to its conflict-of-laws rules or to the United Nations Convention on Contracts for the International Sale of Goods. Furthermore, the parties agree that the provisions of the Uniform Computer Information Transactions Act (“UCITA”), as it may have been or hereafter may be in effect in any jurisdiction, shall not apply to this Agreement, and the parties waive any and all rights they may have under any laws(s) adopting UCITA in any form

17. MISCELLANEOUS

A. Headings, Interpretation and Language. The section headings used herein are for convenience and reference only and are not to be considered in construing or interpreting this Agreement. All references herein to “Sections” will be deemed references to sections of this Agreement. The words “include” and “including”, and other variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation”. 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.

B. Independent Contractors. No provision of this Agreement will be deemed to create an association, trust, partnership, joint venture or other entity or similar legal relationship between you and Dell, or impose a trust, partnership, or fiduciary duty, obligation, or liability on or with respect to such entities. You and Dell are independent contractors. Neither party will make any representations or warranties, 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.

C. Audit and Record-Keeping. You will maintain legible, accurate and complete books and records relating to the Agreement or the sale, licensing, delivery, or end-use of Products and Services for a period of 5 years from the date of creation. At the end of the retention period, you must dispose of all records appropriately. At Dell's request, you must cooperate and assist Dell with any audit, review, or investigation ("Audit") that relates to (i) the Agreement or your compliance with law; (ii) your sale, distribution, licensing, or delivery of Dell Offerings, whether sourced from Dell or a third-party; (iii) any amounts payable by Dell; or (iv) any amounts due to Dell. In connection with an Audit, you will deliver all records, information, and documents reasonably requested by Dell. Dell has the right to conduct onsite Audits, and you will grant Dell and its employees and representatives reasonable access to information, records, personnel, and customers, (including customer agreements to verify your compliance with the Agreement), and provide entry and access to your premises or other locations (during normal business hours) where such information and records are located. Failure to cooperate with an Audit or provide the information or records requested by Dell is a material breach of this Agreement. Dell will pay the costs of an Audit except where a discrepancy of five (5) percent or more is discovered in the information disclosed by you, in which case you agree to be responsible for all reasonable costs.

D. Federal Acquisition Regulations. Any purchase order issued under a U.S. Government prime contract or subcontract is a subcontract for “commercial items,” as defined in Federal Acquisition Regulation (FAR) Subpart 2.1. Only clauses in FAR Subparts 12.5 and 44.4 effective as of the date of the purchase order and which are required to be incorporated into a commercial item subcontract shall apply to such purchase order. Any additional FAR, agency FAR Supplement clauses or any additional terms and conditions outside those contained in the Reseller Terms of Sale are specifically rejected by Dell and shall have no force or effect unless Dell accepts their inclusion in writing.

E. U.S. Government End Users. The software and documentation provided with Products and Services are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end-users acquire the software and documentation with only those rights set forth herein. Contractor/manufacturer of Dell Products is Dell Products L.P., One Dell Way, Round Rock, Texas 78682 or Dell Affiliates.

F. No Third Party Beneficiaries. Except as otherwise expressly provided herein, nothing in this Agreement is intended to, or will be deemed or construed to, create any rights or remedies in any third party.

G. 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 non-payment, more than two (2) years from the date of last payment.

H. Assignment; Subcontracting. You shall not assign this Agreement, in whole or in part, whether by operation of law, merger or stock or asset sale, or otherwise, without the prior written consent of Dell. Any attempt to assign this Agreement without Dell’s written consent will render the purported assignment null and void. 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 will remain responsible for the performance of Services under this Agreement.

I. Force Majeure. Dell shall not be liable to you for any delays or failure to perform any of its obligations under this Agreement during any period in which such performance is delayed or prevented by circumstances beyond its reasonable control including fire, flood, war, embargo, strike, riot or the intervention of any governmental authority.

J. Waiver. Failure by Dell to enforce any provision of this Agreement will not operate or be construed as a waiver of any future enforcement of that or any other provision of this Agreement. No waiver will be effective against Dell unless in writing and signed by an authorized representative of Dell.

K. Severability. If any provision of this Agreement is declared or found to be illegal, invalid or unenforceable, then such provision will be stricken or modified to the extent necessary to make it legal, valid, and enforceable while preserving the parties’ original intent to the maximum extent possible. The remaining provisions of this Agreement will remain in full force and will not be terminated.

L. Entire Agreement. This Agreement (including all online terms referenced herein) constitutes the entire integrated agreement between you and Dell regarding its subject matter, and supersedes all prior or contemporaneous, written or oral understandings, communications or agreements between you and Dell regarding such subject matter. In entering into this Agreement, neither Party is relying upon any representations or statements of the other that are not fully expressed in this Agreement; rather each Party is relying on its own judgment and due diligence and expressly disclaims reliance upon any representations or statements not expressly set forth in 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 an authorized representative of Dell. Any use of your pre-printed forms, such as purchase orders, are for convenience only, and any pre-printed terms set forth therein that are in addition to, inconsistent or in conflict with the terms of this Agreement shall be given no force or effect. In the event of a conflict or ambiguity between the terms of this Agreement, a Schedule, or an Order, (agreed to by the parties in writing) the terms will take precedence in the following order: the Order, the Schedule, and this Agreement. In regards to Software, in the event of a conflict or ambiguity between the terms of this Agreement, a Software Agreement, or an Order, (agreed to by the parties in writing) the terms will take precedence in the following order: the Order, the Software Terms, and this Agreement.

M. Agreement Updates. Dell reserves the right to update this Agreement (including all applicable terms referenced herein) at any time, effective upon posting an updated version of the Agreement to the Dell website at www.dell.com/resellerterms. You shall monitor the revision date/version number, and any change to its posted date/version number will be deemed notice to you that the terms have been updated. However, subject to Section 10.C., your rights and obligations with respect to any particular Products or Services will be as provided in the version of this Agreement executed by you or available to you at the time of your purchase of such Products or Services or, when applicable, at the time of renewal of any Services or software license.

N. Reseller Information. Dell may use your information for commercially reasonable purposes, and disclose information to relevant End-Users in order to enable warranties, provide service, and resolve customer issues. You grant Dell permission to use and disclose such information that you provide. If you provide an End-User's, or other third-party's personal data to Dell, you confirm and represent that you have complied with applicable privacy laws in collecting and providing such personal data to Dell.

O. Non-exclusive remedies. Dell is not liable for any delay or failure to deliver any Products or Services resulting from your failure to comply with this Agreement, including your failure to timely obtain an applicable license or to provide certification to Dell that any necessary license has been obtained. Except as prohibited by law, your violation of the terms of the Agreement may result in Dell's (i) refusal to accept orders, (ii) suspension of Dell's performance under the Agreement, (iii) suspension, termination or withholding of discounts or other benefits, (iv) suspension of Dell's warranty service or technical support, and/or (v) refusal to provide indemnification. Dell will be entitled to any other remedies available at law or in equity.

P. Notices. Any notice to Dell relating to this Agreement 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 by Dell in writing, and will be effective upon receipt. Notice from Dell 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. (U.S.)     Dell Canada Inc. (Canada) 
Attention: Contracts Manager    Attention: Contracts Manager
One Dell Way    155 Gordon Baker Rd. Suite 501

Round Rock, TX 78682

    North York, ON M2H3N5

18. SUPPLEMENTAL TERMS FOR OEM CUSTOMERS ONLY. The following terms in this Section 18 will apply to you only if you are an OEM Customer (as defined below). To the extent there is a conflict, the terms of this Section 18 will take precedence and govern over the terms in Sections 1-17, including any terms referenced therein.

A. Definitions. OEM Customer” means you in your capacity as an original equipment manufacturer that is purchasing Dell Products and Services from the Dell OEM Solutions (or its successor) business group for an OEM project. In general, an OEM Customer (a) embeds or bundles such Dell Products in or with OEM Customer’s proprietary hardware, software or other intellectual property, resulting in a specialized system or solution with industry or task-specific functionality (such system or solution an “OEM Solution”) and (b) resells such OEM Solution under OEM Customer’s own brand. With respect to OEM Customers, the term (1) “Dell Products” includes Dell Products that are provided without Dell branding (i.e. unbranded OEM-ready system), and (2) “End-User” means any entity purchasing an OEM Solution for its own end-use and not for reselling, distributing or sub-licensing to others.

B. Appointment. Notwithstanding Section 1.B., and subject to the other terms and conditions of this Agreement and your compliance therewith, you (whether directly or through distributors, resellers, or sales agents in your distribution channel (collectively, “OEM Representatives”)) may resell certain Dell Products to End-Users only as part of your OEM Solution and after you have added value to the Dell Product through the addition of hardware, software or services. You may use OEM Representatives to resell OEM Solutions, provided that the agreement between you and such OEM Representatives is as comprehensive and as restrictive as the terms of this Agreement. You shall include in all agreements selling, leasing, or transferring ownership of Dell Products or selling Services, a limitation of liability provision similar to Section 13, including a disclaimer as to Dell’s liability for incidental, consequential, special, indirect, exemplary, and punitive damages; loss of revenue, income, profit, or savings; lost or corrupted data or software; and loss of use of products or services.

C. Additional Fees and Taxes. Dell’s prices do not include, and you are responsible for paying, all import or export fees, duties, tariffs, insurance or other charges associated with exporting or importing any Products from Dell’s or its contractor’s manufacturing facility.

D. Product Labeling. Except as otherwise agreed between you and Dell in a Service Agreement, you must resell all Dell Products with their original markings. In no event shall you (or any others on your behalf) remove or change safety or agency certification labels or other manufacturers’ labels on any Products without the appropriate agency or manufacturer written approval.

E. Customization Services. If your order includes Services (including custom factory integration services and custom fulfillment services) to customize the Dell Product portion of your OEM Solution, such Services will be performed subject to (a) the U.S. CTS (if your order is placed in the U.S.) or to the Canada CTS (if you order is placed in Canada) and (b) other applicable Service Agreements. You are solely responsible for (1) determining technical specifications for such customized project; (2) ensuring that those technical specifications are properly documented in the applicable Service Agreement; (3) testing of prototype(s) to verify that the prototype(s) meet applicable specifications and that all hardware and software are compatible, before you place any production order for the customized configuration; and (4) obtaining all necessary licenses and other rights for Dell to perform the Service, including all rights to copy, install, modify and distribute any Third Party Products and any software or hardware provided or requested by you. Regardless of any tests that may be performed by Dell, Dell is not responsible for the suitability of the customized configuration, for any effect any Dell Services may have on any warranty or service contract for Third Party Products, for the compatibility of any Third Party Products or your software or hardware with any of the Dell Products, or for any liability or damage arising from the installation or customization of a configuration in accordance with a Service Agreement or your instructions. Any additional regulatory and safety compliance required due to the integration of non-Dell hardware or software into the configurations shall be your sole responsibility. To the extent you require Dell to affix or label any non-Dell name, logo, trademark, artwork or images on any of the Dell Products, you hereby grant Dell a non-exclusive, royalty-free, fully paid-up, transferable and sub-licensable license to use, reproduce and distribute such name, logo, trademark, artwork and images solely in connection with such purpose and you shall enter into a trademark license agreement if requested by Dell.

F. Unique Materials. Dell may purchase unique parts, end-of-life products, and long lead-time components (collectively “Unique Materials”) to support the manufacture of customized configurations for you. If (i) the Unique Materials are not used within ninety (90) days because of a change in forecast, reschedule or cancellation of any purchase order, or other reasons, and (ii) Dell is unable to resell such Unique Materials to others at a reasonable price or unable to cancel its order for the Unique Materials, then in its sole discretion Dell may invoice and deliver the Unique Materials to you. You will pay Dell for the Unique Materials and any stocking fees Dell may incur as a result of holding such Unique Materials in its inventory.

G. Warranty Exclusions. Dell’s limited warranty does not cover any components (or any problems caused by such components) that are added to any Dell Products after such products are shipped from Dell or that are added by you or at your request.

H. Regulatory Compliance. The regulatory compliance marks on Dell Products may vary, depending on where such products are manufactured and sold to you. You understand that the Dell Products sold from the United States generally contain regulatory compliance marks that are required to ship into the United States, Canada, and European Union (EU) countries. Additional regulatory compliance marks are required to ship to other locations, and you are responsible for obtaining such additional marks required for each country where you or your OEM Representatives will sell or ship such products. If you (or others on your behalf) make any modifications or additions to the Dell Product (including adding logos or markings) after the Dell Products are shipped from Dell, you are solely responsible for obtaining all necessary regulatory and agency approvals and other authorizations. You shall ensure that your OEM Solution complies with all legal and regulatory requirements for its target market and locations and is properly labeled.

I. Independent Efforts. Nothing in this Agreement precludes Dell from independently developing, manufacturing, marketing or selling any products or services in competition with those offered by OEM Customer, provided that OEM Customer’s confidential information is not used by Dell.

(Rev. 03/07/2016)

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