Your purchases of hardware equipment and software licenses (Products) and support, maintenance, professional and other services (Services) directly from Dell Technologies are subject to agreements, terms and conditions referenced in the applicable Partner Specific Terms. You may share Dell Confidential Information with only your employees who have a need to know and who are subject to legally binding obligations of confidentiality no less restrictive than those imposed by this Agreement. For every agreement you enter or maintain with any third-party for the resale or distribution of Products or Services directly or indirectly to an end-user, you shall include terms as comprehensive as the Compliance Terms in a written agreement with such third-party and require such third-party to acknowledge and agree that Dell Technologies is a third party beneficiary of the agreement and that Dell Technologies may enforce the Compliance Terms directly against such third-party or through you. 4. Your Indemnity to Dell. 2.3 Reporting. Title to hardware Products and physical media containing Software passes to you upon Delivery. If you purchase a multi-year software license and related support or maintenance, and you and Dell agree to make installation payments of the purchase price over the term of the license, then you shall make all such installation payments in full and your purchase is non-cancellable over the term of the license. As with OEMs, CSP partners must be granted permission to register devices for an organization. Your continued participation in the Program will constitute your binding acceptance of the changes and your consideration supporting the modications. Subsection 1.3 will not apply to quotes or orders of Products or Services that are intended for resale to Federal End Users. You may not violate the terms of any product listing or concession. Use of Software by the End-User is subject to and governed by the end user software license agreement that is delivered with, included in, made available by download, or otherwise accompanies the Software or Products, such as (i) click-to-accept agreement included as part of the installation or download process, (ii) shrink-wrap agreement included in the Product packaging, or (iii) a notice indicating that by installing or using a Product or component, the related license terms apply. Dell reserves the right, in its sole discretion, to suspend or terminate the provision of any one or more of the Services to an End-User in response to such End-Users violation, or suspected violation, of any of the Services Flowdown Terms, and Dell will have no liability to you or End-User as a result of any such suspension or termination.B. You shall not market, resell, distribute, or use Products or Services other than as expressly permitted in this Agreement and, with regard to Software, in the license agreement governing the Software. You shall not make any warranty on Dells behalf. If you are permitted to participate in the deal registration program, your registrations are subject to the Deal Registration Terms and Guidelines North America located here. The terms in Section 6 (Administration) and Section 7 (Partner Conduct) are collectively referred to as the Compliance Terms. You may not use, deliver, or perform any Services, including in your capacity as a managed services provider, absent a separate written agreement with Dell expressly authorizing the same.C. You agree to provide Dell with information and reports pertinent to your relationship with Dell as may reasonably be requested by Dell.2. You agree to adhere to all applicable United States, Canadian and foreign export control laws and regulations and will not export or re-export any technical data or products, to any proscribed country listed in the U.S. Partner Specific Terms for OEM Partner Track. You will inform your End Users of Dells rights and obligations with respect to the limited warranties Dell offers under this Agreement and that Dells return policies are not available on Products. No provision of this Agreement will or shall be deemed to create a partnership, joint venture or other combination between you and Dell. You are fully liable for any breach of this paragraph by your personnel. (H)if the Products sold by you damage a third party to the extent such Claim is based on: (1)your or your Resellers modification of and/or addition to the Products, misuse or abuse of the Products, negligence or breach of any provision in this Agreement; (2)your or your Resellers failure to abide by all applicable laws, rules, regulations and orders that affect the Products; or. The remaining parts of this Agreement will remain in full force and will not be affected. D. With the sale or distribution of Dell Software licenses, you will notify End-User in your End-User Agreement that Dell Software is subject to and governed by the applicable Dell EULA and you will ensure the End-User agrees and accepts the Dell EULA. Reseller Agreements. Dell may, in its sole discretion, revise its limited warranties. When selling or providing any such offerings, you shall inform and require the end-user (and require your resellers, if any, to inform and require the end-user) to agree to the applicable Offer-Specific Terms and you will provide written evidence of doing so upon receipt of request from Dell Technologies. If the Ordering Agreement does not contain terms as comprehensive as the Compliance Terms or this Section 5, then the Ordering Agreement is supplemented by the Compliance Terms and this Section 5. You agree that all invoices will be deemed accurate unless you advise Dell in writing of a bona fide, material error within ten (10) days from the date of such invoice. The term "OEM Customer" means an original equipment manufacturer that (a) combines the Products with OEM Customer's proprietary hardware, software, or other intellectual property, resulting in a specialized system or solution with industry- or task-specic functionality (OEM Customer Solution) and (b) sells the OEM Customer Solution under OEM Customers own brand. High-Risk Activities include the operation of nuclear facilities, aircraft navigation, air traffic control, emergency communications systems, life support machines, and weapons systems. You shall immediately notify Dell if you become aware of any End-Users violation of any of the Services Flowdown Terms. Intellectual Property Ownership and Reservation of Rights. Dell may deny any claim that it believes, in its sole discretion, does not conform to this Agreement or subprogram terms. Next Page. Announces Dell Reseller Agreement. Dell may ship parts of an Order separately. The 14-page agreement contains various terms and conditions that resllers will have to abide by before being allowed to . All sales are final. Except for warranty purposes, Dells return policies (including but not limited to Dells 21-day Hardware Return Period) are not available to you. CTS), if the End-User is located and Services will be delivered in the U.S.; (2) Dells Commercial Terms of Sale (Canada) set forth at www.dell.ca/terms (Canada CTS), if the End-User is located and Services will be delivered in Canada; or (3) such other written agreement as Dell may designate; and (ii) all applicable Service Agreement(s). Furthermore, you shall not make any representations, warranties or guarantees with respect to the specifications, features or capabilities of Dell Products that are inconsistent with or absent from Dells published product specifications, service descriptions or software license agreements available on Dell.com. If you advise Dell of a material error, (i) any amounts corrected or modified by Dell in writing must be paid within fourteen (14) days of the correction or modification, and (ii) you shall pay all other amounts by the invoice due date. Additional charges will apply if you request customized invoicing, consolidated invoicing, or other special billing arrangement or statements. Dell does not have authority to determine or set your resale Product pricing. Eligibility. Excluded Data means: (i) data that is classified, used on the U.S. A TRUSTED VENDOR The existence or results of any negotiation or mediation will be treated as confidential. You shall not market or sell Products or Services to anyone outside the United States or Canada, wherever you purchased such Products and Services. The Separate License Terms govern the use of Third Party Software.C. If Dell offers you certain discounts off of Dells standard list price, such discounts do not apply to special product promotions and cannot be combined with other offers.C. You are responsible for accurately reporting and providing all applicable export license, Product classification information, End User and end use statements, and destination control statement required by applicable customs, export controls, and sanctions laws. The Reseller Agreement (i) cannot be inconsistent with or less protective of Dells proprietary and intellectual property rights than the terms of this Agreement, (ii) cannot grant a Reseller any rights that are inconsistent with the rights granted to you under this Agreement, and (iii) must include a pass through of the restrictions and requirements that apply to your performance under this Agreement, including, without limitation, a prohibition against exporting Products outside of the U.S. You will enforce each Reseller Agreement with the same degree of diligence that you use to enforce similar agreements for your own or other products that you distribute, but in no event less than reasonable efforts. Although the merits of the underlying Dispute will be resolved in accordance with this Section, any party has 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, prevent irreparable harm, avoid the expiration of any applicable limitation periods or preserve a superior position with respect to other creditors. Dell reserves the right to withdraw product listings from the Marketplace at any time. Munitions list (including software and technical data); or both; (ii) articles, services, and related technical data designated as defense articles and defense services; (iii) ITAR (International Traffic in Arms Regulations) released data; and (iv) personally identifiable information that is subject to heightened security requirements as a result of your or End-Users internal policies or practices, industry-specific standards or by law. Subject to the provisions of this Agreement, you may resell Products only in the United States. All decisions made by Dell Technologies are nal. If the law allows the parties to specify a shorter period for bringing claims, or the law does not provide a time at all, then claims must be made within 18 months after the cause of action accrues. You may not cancel Orders except with Dells written approval. Restrictions to Appointment as Reseller. You shall immediately notify Dell if you become aware of any End-Users violation of any of the Services Flowdown Terms. D. Reseller Pricing. Nothing in this Agreement or otherwise will be deemed to grant to you an ownership interest in any of the intellectual property rights in or to any Dell Products or Services, in whole or in part. 11.3 THESE LIMITATIONS OF LIABILITY SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN TORT, CONTRACT, OR OTHER THEORIES, AND WHETHER DELL TECHNOLOGIES KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. If Partner purchases Products or Services from Dell Technologies for resale, then such purchases are subject to and governed by either (a) the then-current Reseller Terms of Sale located here (for U.S. purchases) or here (for Canadian purchases) or (b) your existing Reseller Agreement, Value Added Reseller Agreement, Alliance Agreement or any substantially similar agreement that you have with Dell Technologies that authorizes you to purchase those Products and Services for resale (subparts (a) and (b) are the Resell Ordering Agreement). marketplace, Access all grades of product on a daily basis so you can stay "in Each party is responsible for the amounts it incurs arising from this Agreement and for the direction and compensation, and is liable for the actions of, its employees and subcontractors. Your failure to properly transfer the asset/service identification number of the Equipment will result in the End-Users inability to receive Support Services from Dell for such Equipment, and Dell will not be liable to you or to any End-User for any such failure. You authorize Dell Technologies to publish and include your partner profile and company information in the Find a Partner tool to help the public search for a Dell Technologies partner. Distributor 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 those courts and to venue in those courts. Access to the Partner Portal may be unavailable without notice at certain times, and Dell Technologies will not be liable for any damages or losses that may result from such unavailability. Warranty Disclaimer. Dell may require you to meet additional obligations not outlined herein, which will be disclosed to you prior to your purchase of Products. You may not disclose Dell Confidential Information to any third party without Dells prior written consent. EXCLUDED DATA. Relationship. Free shipping and handling offer available in Continental (except Alaska) U.S. only. Pallet 2 Pcs Decor, Hardware Customer Returns Signature Hardware, DAILY DEAL! Support Services/Tag Transfer. I. 3.3 Other Partner Benefits. For invoices not paid within 30 days of the invoice date, Dell reserves the right to charge you a late penalty charge of 1.5% per month applied against undisputed overdue amounts, or the maximum rate permitted by law, whichever is less. Confidential Information. H. 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