This Cloud Service Provider Rider (this “CSP Rider”) applies exclusively to authorized and Titanium, Platinum and Gold tier participants in the Dell EMC Partner Program – Cloud Service Provider Track (“CSP Partner”) in the United States and Canada.

This CSP Rider applies to the purchase and use of Dell EMC and/or Dell branded products and services ordered by CSP Partner from EMC Corporation (“EMC”) or Dell Marketing L.P. (“Dell”) (collectively “Suppliers”) for use in providing a Service Offering (as defined below) (the “Products”). When CSP Partner orders the Products as a “Customer” under either (a) an existing, signed master agreement with EMC or Dell that does not contain a Service Provider License grant; or (b) the online Commercial Terms of Sale, including any Dell or EMC EULA referenced therein (collectively, the “Agreement”), then this CSP Rider serves to amend and supplement the terms of such Agreement as set forth herein with respect to such orders. Except as set forth herein, all terms of the Agreement and any applicable Dell or EMC EULA shall remain in effect. This CSP Rider does not apply to any third party software or its associated EULA.

1. Additional Definitions.
A. “Client” means a third party who procures and receives the Service Offering from Customer.
B. “Service Offering” means Customer’s software-as-a-service (“SaaS”), infrastructure as a service (“IaaS”), platform as a service (“PaaS”) hosted, turn-key, on-demand, service bureau or similar IT as a service offering.

2. Service Provider License Grant. Suppliers grant to Customer a non-exclusive, non-transferable (except as specified in this Agreement) license to use the Software and the Documentation during the period of the license in connection with Customer’s delivery of the Service Offering, and subject to the provisions of the Agreement. Suppliers also authorizes Customer to grant the Clients remote or limited access to and the limited right, during the period in which Customer is providing the Service Offering to its Client(s), to use Software solely in order to utilize, process, and manipulate the information, data and records of the Client(s) stored on, controlled by, or accessed through the Products as a part of the Service Offering. Customer shall not, and shall require its Clients to not make any other use thereof whatsoever. Customer shall be responsible for any access to and use of Products by its Clients as if such access was by Customer. Licenses granted to Customer may, as indicated on the Supplier quote be perpetual or term based, will be for use of object code only, and will commence on either delivery of the physical media or the date Customer is notified of availability for electronic download. Use of Software may require Customer to complete Supplier’s then current product registration process, if any, to obtain and input an authorization key or license file.

rev. 07172018