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HomeMy WebLinkAbout19- Police Department CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL 4(�"QN , Lim IG1NAL From: Keith L.Kilmer, Chief of Police Subject: Resolution of the City of San Bernardino Authorizing the Purchase of an Dept: Police Department Equallogic PS6500E Disk Array for the San Bernardino Police Department's Surveillance Date: September 13,2010 Camera System from Dell Computers Inc., of Round Rock,Texas. M/CC DATE: September 20,2010 Synopsis of Previous Council Action: February 01,2010 Resolution 2010-021 authorizing the purchase of a Police facility digital surveillance camera server system from Dell Computer,Inc. of Round Rock, TX. Recommended Motion: Adopt Resolutions. KEITH L.KILMER,Chief of Police Concur:IT pt.- YOTSL ,Interim IT Director Contact person: Public Safety Systems Mgr Michael Eckley Phone: 384-5947 Supporting data attached: Yes Staff Report/Resolution Ward: All FUNDING REQUIREMENTS: Amount- $ 90,000.00 Source: 123-741-5702-0000-0049 COPS 2007 Technology Grant Council Notes: Finance �uo e2vio-3/Cr Agenda Item No.�_ oq-aa -a010 CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION Staff Report Subiect Resolution of the City of San Bernardino Authorizing the Purchase of an Equallogic PS6500E Disk Array for the San Bernardino Police Department's Surveillance Camera System from Dell Computers Inc.,of Round Rock,Texas. Backeround Early in 2008, the San Bernardino Police Department used COPS Technology Grant funding to proceed with the first phase of a three-phase project to upgrade the surveillance camera system that provides security monitoring for the department's central headquarters facility. The first phase converted analog black-and-white cameras in the jail facility to digital color cameras and provided a few upgrades to key cameras on the perimeter of the facility. A simple viewing station was installed in the Watch Commander's office to allow for monitoring. In February 2010, the Police Department, with City Council approval, used COPS 2008 Technology Grant funding to purchase a server array for the long-term storage of surveillance camera imagery. The server has arrived and has been installed. The cameras are being installed at this time and they will be active within the next 60 days. The US DOJ COPS Office has approved $90,000 from the 2008 Technology Grant for a long- term disk storage array to supplement the server array purchased in February 2010. This extra disk array will add storage space to the server allowing the Police Department to store surveillance video for approximately 6 months. The extra storage space improves the effectiveness of the camera system by providing more video history should a security problem arise and need to be investigated. The subject action approves the purchase and installation of a Dell Equallogic PS6500E Disk Array for the security surveillance camera system at the Police Department's central headquarters facility. Law enforcement agencies across the country have begun to recognize the efficiencies associated with using digital photography for many different types of law enforcement use. This final purchase for the surveillance camera project has also been approved and funded by the US DOJ COPS 2008 Technology Grant as a sole source purchase so that the system can be consistent with the existing Dell virtual server arrays owned and operated by the City Information Technology Department. Financial Impact A total of$136,424 from the 2008 US DOJ COPS Technology Grant was approved by the US Department of Justice for this technology purchase (account: 123-741-5702-0000-00). This purchase will only use $87,702.78 of the approved funds, leaving a balance of$ 2,403.00 in this line item inside the grant. This purchase does not use General Fund monies. Please note this balance does not indicate available funding. It does not include non-encumbered reoccurring expenses or expenses incurred but not yet processed. Recommendation Adopt Resolution. City of San Bernardino San Bernardino Police Department Interoffice Memorandum To: Charles McNeely, City Manager From: Michael Eckley, Public Safety IT Manager Subject: Purchase pursuant to Municipal Code Section 3.09 . 010 (B) (3) Date: August 29, 2010 Copies: Keith L. Kilmer, Chief of Police Ronald C Garcia, Captain - Admin Svc Div Commander June Yotsuya, Interim Director of Information Technology The San Bernardino Police Department operates a facility-wide surveillance camera system at the central headquarters. The original system was installed when the building was built in 1995. The original system uses closed circuit television technology where cameras are connected by coaxial cable. It uses black-and-white cameras with limited visibility. The system provides viewpoints around the perimeter of the station grounds, viewpoints inside the City Jail, and a limited number of internal viewpoints within the station. In 2008, the City Jail portion of the system was upgraded with 2005 COPS Technology Grant funds. This upgrade included color digital network based cameras and management/viewing software. The second phase of the system upgrade was funded by 2007 COPS Technology Grant funds. It was competitively bid in January 2010. The winning vendor proposal was presented to the City Council for approval in April 2010 . To finalize long term storage, the Police Department seeks permission to purchase large scale "Equallogic" disk array for the existing Dell virtual server array that hosts the surveillance camera system. This disk array has been approved and funded by the US DOJ as part of our 2007 COPS Technology Grant. The US DOJ COPS Office has approved this item as a sole source purchase. The Police Department and the Information Technology Department have researched mission critical server products . In accordance with Department Director Letter (DDL) 82, the following information is presented as justification for permission to proceed with the purchase of a Dell Computers Inc. , Equallogoic PS6500E disk array for this project pursuant to SBMC Section 3. 09 . 010 (B) (3) : 1. Vendor The Water Department and the Information Technology Department have teamed together to form the City' s first mission critical virtual server array to service the key Water Department systems. This server array was purchased from Dell Computers Inc. IT staff analysts have received core training in the management of this new virtual server technology on the Dell platform. The IT Department' s Business Systems Group is preparing to establish a similar virtual server array at City Hall using this exact same platform (Dell Computers) . It is only reasonable that the IT Department' s Public Safety Group follow forward with the existing mission critical server array structure. Staff across the IT Department will be trained and experienced in managing the same suite of hardware and software. Since the Police Department has been allowed to standardize their virtual server arrays on the same platform being used by the Water Department and the City' s Business Systems Group at City Hall, it is requested that we be allowed to use a standardized Dell disk array on the existing Dell virtual server array. 2 . Bid Process The formal bid process was not used because the Police Department established its first virtual server array using the mission critical server platform that is already in place at the IT Department' s City Hall server facility. The decision to standardize on the existing product focused on the success of the Water Department' s initial deployment and the IT Department' s initial deployment at a virtual server array at our City Hall complex. Dell Computers Inc. , products can only be purchased from Dell Computers. 3. Cost Reductions Because City IT Department analysts are already trained and are already using the Dell Computers solution, the IT Department' s Public Safety Systems Group does not need to pay for formal training outside of the IT Department. Having standardized on a single platform, the IT Department will be able to move forward with virtual server array expansions that over time will greatly reduce the cost of server hardware needed for new automation projects. This standardization and virtualization of our server assets falls into line with suggestions for future planning that the Chief Information Officer of the City of Reno, Nevada (Mr. Rick Vandenberg) shared with us during his recent site visit. It is requested that this disk hardware purchase package be purchased pursuant to San Bernardino Municipal Code Section 3. 04 . 010 (B) (3) . Approved by: fcf1arles McNeely, city Manager i i s s C 0Py RESOLUTION NO. ' 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE 3 PURCHASE OF AN EQUALLOGIC PS6500E DISK ARRAY FOR THE CITY OF SAN BERNARDINO POLICE DEPARTMENT'S SURVEILLANCE CAMERA SYSTEM 4 FROM DELL COMPUTERS INC., OF ROUND ROCK, TEXAS. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 6 CITY OF SAN BERNARDINO AS FOLLOWS: 7 8 SECTION 1. After a review of products, pricing, and existing infrastructure, Dell 9 Computers Inc., of Round Rock, Texas, is the recommended provider for the purchase of a 10 Police Facility Digital Surveillance Camera System server to be used by the San Bernardino 11 Police Department. Pursuant to San Bernardino Municipal Code 3.04.010(b)(3),the Mayor and 12 Common Council approve a selected source justification for this purchase. 13 SECTION 2. That the Mayor and Common Council authorize the purchasing 14 15 manager to issue a Purchase Order to Dell Computers Inc, of Round Rock Texas, for the v 16 purchase of a Equallogic PS6500E Disk Array for the Police Department's Digital Surveillance 17 Camera System, used at the central headquarters facility as outlined in Dell Computers Inc's 18 quote number 541708802, dated May 18, 2010, (which includes Dell's "Terms and Conditions 19 of Sale", "Customer Master Services Agreement", "Basic Hardware Service" as Exhibit "A") 20 in an amount not to exceed $87,702.78." The Purchase Order shall read "San Bernardino 21 22 Digital Surveillance Camera Server Equailogic PS6500E Disk Array". 23 SECTION 3. The authorization to issue the purchase order referenced in Section 2 of 24 this resolution is rescinded if the purchase order is not issued within forty-five (45) days of the 25 passage of this resolution. 26 27 28 i 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE 3 PURCHASE OF AN EQUALLOGIC PS6500E DISK ARRAY FOR THE CITY OF SAN 4 BERNARDINO POLICE DEPARTMENT'S SURVEILLANCE CAMERA SYSTEM FROM DELL COMPUTERS INC.,OF ROUND ROCK,TEXAS. 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 6 7 and Common Council of the City of San Bernardino at a meeting thereof, held 8 on the day of ,2010,by the following vote,to wit: 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 MARQUEZ 11 DESJARDINS 12 BRINKER 13 SHORETT 14 © 15 KELLEY 16 JOHNSON 17 MCCAMMACK 18 19 Rachel G. Clark, City Clerk 20 The foregoing resolution is hereby approved this day of 2010. 21 22 Patrick J. Morris,Mayor 23 City of San Bernardino Approved as to 24 Form: 25 26 ES F. PENMAN, 27 ty Attorney �"' 28 file:///Z1/2010%20DeIl%20aquallogic%20Disk%20A=ray%20RFCA/05%20-%20Fquallogic%20Disk%20Anay%20Quote 54I7088021tm1 Exhibit "A" (1 of 4) DELL QUOTATION QUOTE #: 541708802 Customer#: 7793861 Contract #: WN99ABZ CustomerAgreement #: WSCA- B27160 Quote Date: 5/18/10 Date: 5118/10 1:39:28 PM Customer Name: CITY OF SAN BERNARDINO TOTAL QUOTE AMOUNT: 1 Product Subtotal: $82,110.00 Tax: $5,592.78 Shipping & Handling: $0.00 Shipping Method: Ground Total Number of System Groups: 1 1CJ;J$l1 11 1 • • I I I Base nit: Dell EqualLogic PS6500E High Capacity, High density, 7.2K SATA Drives (224-4851 Processor: T8_T9_c_a_P_a_c7ty­,T8_TT I b serialT I A hard rives, Dual Controllers (341-77M Factory nsta o ware: Asynchronous ep ication o ware is e wo: naps ones with integration for MS SOL, Exchange, Hyper V an ire multi group monitoring software (468-7156 5..'ice: Mission Critical Package: 4-Hour 7x24 On-Sfte e"ice with mergency Dispatch, Year Extended (988-8464) Service: Pro Support for : 7x24 HW i SW Iech Support and Assistance for Certified IT Staff, 5 Year (988-8574) Service: Thank you choosing Dell ProSupport. For tech support, visit http: support.de .com ProSupport or call 1-806-9 (989-3439) Service: Mission Critical ac age: - our x 3 On-Site Service with mergency ispatc n tia Year(993-5870) Service: Dell Hardware invite arranty xten a Year(994-0558) Service: Dell Hardware Limited Warranty Initial Year(994-0607 Service: qua Logic Advanced Software Warranty and Service, x24 Access,5 Year 99 -0608) ervice: MISSION S Enhanced ervices, Year 99 -0 0 ) nsta ation: array Customer a Install Support Service (990-0658) Support: Proactive Maintenance Service Declined (926-2979) DIN PHONE� 1800-274-7799 mat Address: ric ierron De .com hone xt: I 5 39 0 Please review this quote carefully. If complete and accurate, you may place your order online at wWw.dell.com/qto (use quote number above). POs and payments should be made to Dell Marketing L.P. If you do not have a separate agreement with Dell that applies to your order, please refer to v, .dell.com/terms as follows: If purchasing for your internal use, your order will be subject to Dell's Terms and Conditions of filc:///ZI/2010°o20Dell%20Equaliogic%20Disk%20Anay...20Equallogic%201)isk°o20Array°o2OQuote_541708802 html(1 of 2)[9/16/2010 2:35:23 PM] file:///Z]/201 0%20De11%20Equallogic°o20Disk%20A ay%20RFCA/05%20-%20Equallogic%20Disk%20Anay%20Quote_541708802.html Sale-Direct including Dell's U.S. Return Policy, at www.dell.com/returnpolicv#total. If purchasing for resale, your order will be subject to Dell's Terms and Condition of Sale for Persons or Entities Purchasing to Resell, and other terms of Dell's PartnerDirect program at www.dell.com/partner. If ur order includes services, visit www.dell.com/servicecontracts for service descriptions at. _ cerms. Quote information is valid for U.S. customers and U.S. addresses only, and is subject to change. Sales tax on products shipped is based on "Ship To" address, and for downloads is based on "Bill To" address. Please indicate any tax-exempt status on your PO, and fax your exemption certificate, with seller listed as Dell Marketing L.P, to Dell's Tax Department at 800-433-9023. Please include your Customer Number. For certain products shipped to end-users in California, a State Environmental Fee will be applied. For Asset Recovery/Recycling Services, visit www.dell.com/assetrecovery. O file:///ZV201 0°/20Del I%20Equallo gic%20Disk%20Anay...20Equallogie/.20Disk°/20Arz y%20Quote 54170R802.html(2 of 2)[9/1U2010 2:35:23 PM] Dell's Online Policies I Dell Exhibit "A" (2 of 4) http://www.dell.com/content/topics/global.mpx/policy/en/policylcw &1... ® IHbtl Slabs Buycmda.Cell�& vvoM -0ELL Prenim lapin HeM,MCheallrolMdsM) Cant Search FMy Account wormier Login 6Support Dell's Online Policies Terms antl Corttlltions of Sale ■Privacy Policy Purchases of Dell products and services are governed by one of Me fallowing bertha antl contlm es. Cook.and Was Beacons Please review carefully. Annul Our Ads U.S.fame and CpMAtms d Sale—Direct(Applies to all direct purnomp s-by Internet,phone.or 1COpyhoma Dail Dennis Store) Encryption Ralml Purchaser End User agreement(Applies to all purchases from retail sellers) real Pmltium At Processor Terms and Conditions or Sale for Persons or Entlges Purchasing to Resell(applies to all purchases Security ofprmtutte Olaf buyer intends to mean M crisis) She ferns Site Tends(Governs use of Dell's was site) Q Legs)Notices _.. Change of Addhess'Request US.Terms and Conditions of Sale-Direct(Applies to all direct purchasesByInternet, ■Catallovuigng List Ramovml phone,or Dell Direct Store) f Warranties PLEASE READ THIS DOCUMENT CAREFULLYI R CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS,AS WELL AS LIMITATIONS AND Tarms and Conditions of EXCLUSIONS THAT MAY APPLY TO YOU.THIS DOCUMENT CONTAINS A BINDING Sale ARBITRATION CLAUSE. Return Policy NOTE:These U.S.Terns and Conditions of Sale apply to direct purchases men from Dell by @Piracy Statement phone,the Internet.or the DOI Direct store. Dell SoOware t.serem These term and conditions('agreement')apply to your purchase of products andlor aervtms antl Agreement support('Product')add in the United Slates by Doi,including its affiliates or subsidiaries.By placing your order for Product you accept and are bound to Me term and conditions of this Dell Snraros License agreement.A you do cat wish to be sub)ere to these terms and conditions,you must promptly cancel Agraenhent it Acceptable Use your order before lt goes Into production.If you return your purchase within 21 days,well refund Pdicy(AUP) your W rchase pdce minus shipping,handling,and up to a 15%restocking fee.You may also be USabiltylAcresslbilM at Doi reapenstble forthe met othee return shipping back to Dell.See:www.dell.wmhatumpolicy THIS AGREEMENT SHALL APPLY UNLESS(I)YOU HAVE A SEPARATE PURCHASE AGREEMENT M.Service Connects WITH DELL,M WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN;OR(II)OTHER �OnIm.Commerrcaltnn Policy DELL TERMS PAID CONDITIONS APPLY TO THE TRANSACTION. 1. Other Documents. This Agreement may NOT be altered,supplemented,or amended by the uses of any other documsntls)unless oNerwiae agreed to in a written agreereent signed by hods yco and Dell.if you do red receive an invoice or acknowledgement in Me mil,via e-mall,a MM your Product information about your purchase my be obtained al htlps:llsuppon.doll.coMddlcomMvoice.aspx or by connecting your Hales representative. 2. Payment Toms;Orders;Qualms;Interest. Terms ed payment am within Dell's sole discretion,and unless otherwise agreed to by Dell,payment must be received by Dell prim to OWN acceptance of en opens.Payment for the products will be made by credit cape,wire transfer,or some other prearranged payment method unless credit term have been agreed to by Call.Imams ere clue and payable within Me time period noted on your invoice, measured freer Me data of be invoice.DOI may invoice pads of an order separately.Your order is subject to escalation by Dell,in Dell's ads discretion.Unless you and Dell have agreed to a different discount,Dell's standard pacing Policy for Dell4 anded state. which include hot hardware and services In one discounted pdce,allocates the discount off list prim applicable to the service prelim of the system to he equal to the cvemA calculated percentage discount off list price on the enure system.Dell is not responsible for pricing,typographical,or other em as in any offer by Dell and reserves Me night to cancel any orders rasing hem such cows.Invoices must be paid within 30 days of Me impose date.For all but consumer purchases,Dell reserves the right to charge you a Tale penalty charge of 1.5%per north applied against undisputed overdue assume or the rrwdmum rate formed!by law whichever is less.Every 30 days thereafter,you will continue to be charged an etlormal late penally charge. 3. Shipping Charges;Taxes;Title;Risk of Lau. Shipping and handling are additional uha ss otherwise asperity indicated at the time of sale.Tlge to produce posses ham DOI to Customer upon sh,pent to Customs.Loss or damage that occurs during shipping by a camer selected by Dell is Dell's responsibility.Loss or Manage that occurs owing shipping by a carver selected by you is your msponsibility.You must redly Dell within 21 days of the data of your invoice or acknowledgment it you believe any pen of your purchase is Missing,wrong or damaged.Unless you trades Dell with a valid and correct tax exemption mrdfine apdtmble to your purchase of Product and Me Product ahlp4D portion,you are responsible for sales and Other ems associated with the order.Shipping antl delivery dates am estimates ody. 4. Warranties.THE LIMITED WARRANTIES APPLICABLE TO DELL-BRANDED HARDWARE PRODUCT CAN BE FOUND AT shew.ddl.coMwsmenty,OR IN THE DOCUMENTATION DELL PROVIDES WITH DELL-BRANDED PRODUCT.DELL MAKES ^- NO WARRANTIES FOR SERVICE,SOFTWARE,OR NON-DELL BRANDED PRODUCT, SERVICE,MAINTENANCE OR SUPPORT.SUCH PRODUCT,SOFTWARE,SERVICE, MAINTENANCE OR SUPPORT IS PROVIDED BY DELL'AS IS'AND ANY THIRD-PARTY WARRANTIES,SERVICES,MAINTENANCE AND SUPPORT ARE PROVIDED BY THE ORIGINAL MANUFACTURER OR SUPPLER,NOT BY DELL.DELL MAKES NO 1 of 9 1/26/2010 3:44 PM wal Dell's Online Policies Dell http://www.dell.com/content/topies/global.aspx/policy/en/policy?cam &I... EXPRESS WARRPMIES EXCEPT THOSE STATED N DELL'S APPLICABLE DELLERANDED WARRANTY OR SERVICE DESCRIPTION IN EFFECT ON THE DATE OF THE INVOICE,PACKING SUP OR ACKNOWLEDGEMENT.DELL-BRANDED WARRANTEE AND SERVICES ARE EFFECTIVE ON PAYMENT N FULL,AND DELL 6 NOT OBLIGATED TO HONOR My WARRANTY OR PROVIDE SERVICE UNTIL DELL RECEIVES PAYMENT N FULL.DELL MAY REQUEST CANCELLATION OF THIRD, PARTY-BRANDED SOFTWARE LICENSES,SERVICES,MANTENANCE OR SUPPORT IF DELL DOES NOT RECEIVE PAYMENT,IF YOU PURCHASE THIRD,PA - BRANDED PRODUCT,SERVICES,MAINTENANCE,OR SUPPORT,ADDITIONAL THND,PARTY TERMS AND CONDITIONS MAY APPLY. 5. Software. M sogwere is provided speed to a license agreement and you agree that you wit be bound by such license aghteam nt in addition to these berms.Titre to domvere records with the applicable Iicensor(m). B. Realm Policies;Exchanges. Dugs return policy can be found et vmw.doll,comnerumpoldy and you agree m those term.You must contact us directly before you attempt to realm Product to obtain a Realm Matenal Au raimbacon Number for you to Include will yon return.You must return Product for us in over anginal or equivalent packaging.You are responsible for met of loss,shipping and handling fees for ramming or e hanging Prdu0.Additional fees,including up to a 15%restocking fee,may apply.B you fail m follow the return or exchange instructions and polices provided by Dell.Dell Is not manatee for Product that is Ids.damaged,incorrect or otherwise processed for disposal or resale.Al Dell's disaster,credit for pehiel realms may be less than invoice or individual component prices due to bundled or promotional prang. 7. Changed or Discontinued ProduM Dens policy is one of ongoing update and revision. Dell trey revise and dlscodnue Product at any time without notice to you and this may affect uncommon saved in your chine-mr.'Dag VIII ship Product Net has the functionality and peROnnance of Ne Product ordered,but charges between whet Is shipped and what is described in a s uedficO on sheet or catalog are possible.Parts used in repairing or services Product nay ba new,er,mwlert-o- ew,or reconditioned. e. Series and Support. A Consumer Customers. Service offerings may vary.In addition to these terms and conditions.Dell and/or your Viol-party service provider may provide such Heads ad support to you in accordance with term and conditions of Dell Service Demanders Ideated at wwwdoll.canlsorvrcoronvacts or as otherwise delivered to you.DeII and/or your thiN-path service provider may In their discretion revise their general and optional Samoa and support programs and the terra and conditions that govern them without pia notice to you.Your purchase of services is Pureuant to this Agreement and the terra and conditions of Dell Service Desorption,If saddens.published online at the time of your purchess.Dell has no obligation to provide service or suppoh until Deft has received full payment for the Product or sa weavoupport contract you purchased.Dail is not obligated to provide Nird-path branded service or suppo4 or service or support for any products or services Nat you purchased through a thlre-path and not Dell.it is your responsibility to backup all existing data software,and programs before receiving services or support(including telephone support).Dell and/or your Ihlydparty service Pmender will have no liability for lass or recovery of data,programs or loss of use of system(s)allsing out of the services or support or any awl or omission,including negligence,by Dell or your-third-party service provider. Dell and/or your thlm-party service provider is not permanent by law to copy added or copyrighted materials or W witty or handle illegal bad.Prior to Dell wagon your thir"arty service provider providing service or support,you represent that your systems)does not contain illegal phis or data.You also represent Net you awn Me copyright or have a license N make copies to all files on your system and do not have any dam Nat would muse Dell or your thimperty sumps provider to be liable for wpynght infingermnt K such data was copied by DeII aodlor your Kim-parry service provider.Parts used in repairing or serviang Pmduct(s)may be new, equivalent-lo-new,or reconditioned. B. Commercial Customers,Including Small,Medium and Large Business and the Public Sector Customers.Services letter support offerings are provided N you dormant to Dell's Cusmrner Master Services Agreement(-CMSA-),which ti available for review at wwwd II..mraervicecdneects and inmrdscrad harem in is srarely by refe arm. 9. Limitation of Liability. DELL DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN,INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE,LOST PROFITS,LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTYi OR THE PROVISION OF SERVCES AND SUPPORT.EXCEPT AS EXPRESSLY PROVIDED HEREIN,DELL WILL NOT BE LIABLE FOR PINY CCNSEOUENTIAL,SPECIAL,INDIRECT,OR PUNITIVE DAMAGES,EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,OR FOR ANY CLAM BY MY THIRD PARTY.YOU AGREE THAT FOR PINY LIABILITY RELATED TO THE PURCHASE OF PRODUCT,DELL IS NOT LIABLE OR RESPONSIBLE FOR PINY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT.NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE. 10. Not For Resale or Export. 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PINY CLAIM,DISPUTE,OR CONTROVERSY(WHETHER IN CONTRACT,TORT,OR OTHERWISE,WHETHER PREEXISTING,PRESENT OR FUTURE,AND INCLUDING STATUTORY,CONSUMER PROTECTION,COMMON LAW,INTEWVNA1 TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND DELL,boatman.employees,pno.pels,wcceasoma, assigns,aMfutes(oolledlvely for purposes of this paragraph,-car)arising from or relating to this Agreement,its sumorstabon,or the breach,teminatlon or validity Mmi the relationships which result from this Agreeromt(inducting,to the full¢stand Permitted by applicable law,mimmishlps wM third parties who are not si,rmadee W this Agreement), Dell's advertising,or any related pum8aee SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDNG ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION(AAA)or JAMS.Arbitration proceedings shall be governed by this provision and the applicable prowdures of Me selected arbitration administrator, including any applicable procedures for mnsudam stated disputes,In effect at the time the claim Is filed Consumer claimants(individuals whose transaction rs intended for personal family or household use)may elect to pursue their claims in small-claims court rather than eratha6on.T11e arbitration or sma kotai es mud proceeding will be limited solely to Me dispute a controversy between mmarder and DPII.H any dimum,NEITHER CUSTOMER NOR DELL SHALL BE ENTIT LED TO JON OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS,OR ARBITRATE MY CLAIM AS A REPRESENTATIVE OR CLASS ACTON OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.The individual (non-class)nature of this dispute Prodsim goes m the essence of the parties'dispute resolution agreement,and It found unenforceable,the emdre arld ion and dispute resolution provision shell not be enforced.The maroon shall be empowered to grant whatever relief would de available in court under law or In equity.This transaction shat be governed by the Federal Arbitration Pct 9 U.S.C.sec.1-16(FAA).My award of the arMtratm(s)shall be final and binding on each of the comes,and may be entered as a judgment In any mud of competent jurisdiction.Dell will be responsible for paying any individual consumer's arbihatim fees.If any customer prevails on any claim that affords the prevailing Parry attorneys'fees,or if there is a wnusn agreement providing for fees,the Arbinsor my award reasonable fees to the amealing party,under the standards for fee ahltin,provided by Isw.YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO SUCH A CLAIM.OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT,SUCH AS ACCESS TO DISCOVERY,MAY ALSO BE UNAVAILABLE OR MAY Be LINKED IN ARBITRATION.For information on AAA or JAMS,contact the following: Fnencen Arbitration Association,335 Madison Avenue,10th Floor,New York,NY 10017, www.adr org;JAMS,45 Broadway,New Yak,NY 10005,(800)352-5267, www.jmraedr.com (REV 119109) Retail Purchaser End User Agreement(Applies to all piardsmes foam retell salters) PLEASE READ THIS DOCUMENT CAREFULLYI IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS,AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU.THIS DOCUMENT CONTAINS A BINDING ARBITRATION CLAUSE This Retail Purc aser End User Agreement('Agreernt')governs your retail purchase and use of products andlor services and support('Product')sold In the United States by Dell,Inducing Its afiliales or subsidiaries.BY PURCHASING AND USING THE PRODUCT,YOU('CUSTOMER') AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.IF YOU 00 NOT AGREE,DO NOT USE THE PRODUCT,AND RETURN THE PRODUCT TO YOUR PLACE OF PURCHASE (subject to gs return Pointy). 1. Other Documents. This Agreement may NOT be armed,supplemented,or amended by the use of any other documrent(s)unless otherwise agreed b in a WmMed agreement signed _ by both you and Dell. 2. Wementies. THE LIMITEDWARRANTIESARPLICABLETODELL-BRAIDED HARDWARE PRODUCT CAN BE FOUND AT wwx.dell.conw ar emy OR IN THE DOCUMENTATION FOUND WITH YOUR DELL-BRANDED PRODUCT.DELL MAKES NO WARRANTIES FOR SERVICE,SOFTWARE,OR NON-DELL BRANDED PRODUCT, SERVICE,MAINTENANCE OR SUPPORT.SUCH PRODUCT,SOFTWARE,SERVICE, MAINTENANCE OR SUPPORT IS PROVIDED BY DELL'AS IS'PAID ANY THIRD-PARTY WARRANTIES,SERVICES,MAINTENANCE AND SUPPORT ARE PROVIDED BY THE ORIGINAL MANUFACTURER OR SUPPLER,NOT BY DELL.DELL MAKES NO EXPRESS WARRANTEES EXCEPT THOSE STATED N DELL'S APPLICABLE DELL-BRANDED WARRANTY OR SERVICE DESCRIPTION N EFFECT ON THE DATE OF THE PURCHASE OF YOUR PRODUCT.DELL-BRANDED WARRANTIES AND SERVICES PRE EFFECTIVE WHEN YOU HAVE TRANSFERRED THE OWNERSHIP OF THE PRODUCT INTO YOUR NAME,ALTHOUGH THE WARRANTY PERIOD COMMENCES ON THE DATE OF THE PURCHASE.YOU MAY FIND THE INSTRUCTIONS FOR HOW TO TRANSFER OWNERSHIP INTO YOUR NAME N THE DOCUMENTATION FOUND WITH YOUR COMPUTER OR BY VEERING hdpflwmv.doll.mmrogismr.LIKE YOUR USE OF THE PRODUCT,TRANSFERRING OWNERSHIP OF THE PRODUCT INTO YOUR NAME EXPRESSES YOUR INTENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT.IF YOU PURCHASE THIRD- PARTY-BRAVOED PRODUCT,SERVICES,MAINTENANCE,OR SUPPORT ADDITIONAL THRD-PARTY TERMS AND CONDITIONS MAY APPLY. 3, Software.At acrtware is provicad subject to s homes.,moment antl you agree that you Will be bound by such license agreement In addition to these terms.Title re software remains Win the applicable licensorrs). 4. Return Policies;Exchanges. Returns and exchanges arc governed by Na polides oftM hmdlerwhere you purchased the Produm 5. Service and Support. 3 of 9 1/26/2010 3:44 PM Dell's Online Policies Dell http://www.dell.comlcontent/topics/global.mpx/policy/en/policy?c= &I... A Consumer Customers. Service offerings may very.In addition to tams and conditions.Den antllor your NirdpaM service provider may provide such service and support to you in accordance with the terms and conditions of Dal Service Desenabons loomed M vo w.dolhwNServicecantrads a as otherwise delivered W you.Dell andla your thirbpaty service provider may in their discretion revise their general and optiona service and support pmgmms and the isrtm and conditions that govem them without prior palm to you.Your purchase df services is pursuant to this Agreement and Me terms end conditions of the Dell Service Descriptions,if applicable,published aline a the isre of your purchase.Dal has no obligation to provide service or support until Dell has received full payment for the servimisupport contract you W massed.Dal is amt obligated to provide third-peat branded service or support,or service or support for any Products or services Net you purchased through a thed,aM and not Dell.B is your responsibility to backup all existing dab,software,and programs before,receiving earvlces or support(including telephone support).Dell and/or your lhodparty service providerwlll have no liability for loss or recovery of data,programs or loss muse of systemis)allaing out af the services ar support starry act or omission,including negligence,by Dell or your thirdparty service provider. Dell anchor your third-party,service provider Is not permitted by law to copy pirated or copyrighted materials or to copy or handle Illegal data Prior to Dell and/or your thirdparty semce powder providing service or support,you represent Nat your system(s)does not contain illegal files or data.You also represent Nat you awn Me copyright or have a license to make copies to all files on your system and do not have any data Net would muse Dell to be noble for copyright infringement a Nose files were copied by Dell antllor your third-puny servim provider.Paris used In repairing or semang Product may tea new,equivalent-to-new,or reconditioned. B. Commercial C nammem,including Small,Metllum and Large Business and Public Sector Customers. Services antllor support offerings are provided to you pursuant te Dal's Customer Master Agreement(-CMSXL which Is amiable for nersew at cow ,Mfi.com'semceruntricts and'mprporated ha vain In its entirely by musence. 6. Limitation a Liability. DELL DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREN,INCLUDING BUT NOT LIMITED TO ANY UABILMY FOR PRODUCT NOT BEING AVAILABLE FOR USE,LOST PROFITS,LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE,OR THE PROVISION OF SERVICES AND SUPPORT.EXCEPT AS EXPRESSLY PROVIDED HEREIN,DELL WILL NOT BE LIABLE FOR MY CONSEQUENTIAL,SPECK.,INDIRECT,OR PUNITME DAMAGES,EVEN OF ADVISED OF THE POSSBLrrY OF SUCH DAMAGES,OR FOR ANY CLAIM BY ANY THIRD PARTY.YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT,DELL E NOT LIABLE OR RESPONSIBLE FOR MY AMOUNT OF DAMAGES ABOVE THE AMOUNT YOU PAD FOR THE ARPLMABLE PRODUCT.NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY,THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE. T. Not For Resale or Export You agree te parody with all applicable laws and regulations of the various states and of the United Sates.You agree and represent Net you are buying for your own Internal use only,and not far home or export.Deli has eeperete isms and coochnions grivernin,feces of Product by Not parties and transactions mnude the United States.Terre and conditions for rase.am Instant at:vmw.delLCOmYemalerosdlor. B. Goveming Law.THE PARTIES AGREE THAT THE AGREEMENT,THE PURCHASE AND USE OF THE PRODUCT,OR MY CLAM,DISPUTE OR CONTROVERSY (WHETHER N CONTRACT,TORT,OR OTHERWISE,WHETHER PREE)dSTING, PRESENT OR FUTURE,MI INCLUDING STATUTORY,CONSUMER PROTECTION, COMMON LAW,AND EQUITABLE CLAIMS)BETWEEN CUSTOMER AND DELL arising from or misting to this Agreement,Its inbmretatian,m the breech,teednetion or validity (hared,the relationships which result from this Agreement,Customers purchase or use of the Product.Dell's adverming,or any ranked!Purchase SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS,WITHOUT REGARD TO CONFLICTS OF LAW. 9. Dispute Resolution and Binding Arbitration.AMY CLAIM,DISPUTE,OR CONTROVERSY(WHETHER N CONTRACT,TORT,OR OTHERWISE,WHETHER PREEXISTING,PRESENT OR FUTURE,AND INCLUDING STATUTORY,CONSUMER PROTECTION,COMMON LAW,NTENTIDNA-TORT AND EOUfrABLE CLAIMS) BETWEEN CUSTOMER MD DELL,ITS AGENTS,EMPLOYEES,PRNCIPALS. SUCCESSORS,ASSIGNS,AFFILIATES(OOLLECTNELY FOR PURPOSES OF THIS PARAGRAPH.MELC)arising from or misting to this Agreenen,Its interpre abon,or Me breach,automation or validity Naso,the nelabonshlps which result front this Agreement (including,to Me NO extent pemsmd by epphosible dew,nelabomNps with third parties who am vim signetodes to this Agreement),Custemers purchase or use of the Product,Delft Mmorim,,or any Mutual W phase SHALL BE RESOLVED EXCLUSIVELY AND FNALLY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARSRRATION ASSOCATION(AAA)or JAMS.Arbitration proceedings shell be govemed by this provision and Me applicable procedures of Me selected abitration adm MmMrq Including any applicable procedures for consurner-related disputes,in effect at the tine Me claim Is filed. Consumer claimants(Individuals whose tomearc6M Is Intended for personal flintily or household use)Trey elect to pursue their speaks in snwll-dairm court rather Nan abitration. .The erbitratien or small-darts court proceeding will be limited solely to Me dispute or controversy between Customer and DMI.F any dispute,NEITHER CUSTOMER NOR DELL SHALL BE ENTITLED TO JON OR CONSOLIDATE CLAMS BY OR AGAINST OTHER CUSTOMERS,OR ARBITRATE MY CLAIM AS A REPRESENTATNE OR CLASS ACTION OR IN A PRNATE ATTORNEY GENERAL CAPACITY.The individual monclaes)nature of this dispute provision goes ro the essence of the parms'dopute resolution agreement,and g found uneaomeable,Me ensure arbllrmon and diapule resolution provision shell not M enfomed.The arbitrator shall be empoweretl to grant whatever relief would be avanable in purr under law or In equity.This trensadion shall be governed by the Federal Arbitration M 9 U.S.C,sec.1-16(FAA).My award a the promotions)shall be final and binding on each of Me per es,and may be entered as a judgment in any court of component lutsdlclion.Dail will be responsible Its paying any individual cunaumakm ar daragon fees.If any Customer prevails on any claim that efforts the 4 of 9 1/26/2010 3:44 PM Dell's Online Policies Dell http:/Ywww.dell.00m/content/topics/globat.mpx/policy/en/policy?c= &L.. prevailing party attomeys'fees,or If there a a wined agmereent providing for fees,the Abmabr may award reasonable fee,to the preveKing party,under fie standards for fee shiXing provided by law.YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO LIRGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATWE ACTION WITH RESPECT TO SUCH A CLAIM.OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT,SUCH AS ACCESS TO DISCOVERY,MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.For Imometion on AAA or JAMS,contact the fallowing: American Art"fion Association,335 Madison Avenue,10th Floor,New York,NY 10017, wvwsinorg;JAMS,45 Broadway,New York,NY 1 ODDS.(800)352-5267, www.jammad.com (REV 110109) Terms and Coodifions of Sale for Persons or Entities Purchasing to Resell(applies to all purchases of Pmtlucts that buyer intends to resell to others) PLEASE READ THIS DOCUMENT CAREFULLY.IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS,AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU. These term and conditions pMs'AgraemenY)apply to your purchase and resale of certain pmduds('Produck")and Dell services('5wethma')from Dell or a Dell distributor m the United States or Canada(collectively,Products and Services shall be refined to as'Dell Products and Sendm ).This Agreement does not apply to you d you are buying Dail Products and Services for your ohm end use.Not all Dell Products and services are available for pure isea under Nis Agreement.'Dell'means the direct or indirect affiliate or subsidiary of Dell Inc.named on your invoice,order condonation,or other sales documents. 'You-or-you-shell include your subsidiaries and aMiates that are Mistily awned or controlled by you,and are approved by Dolt to resell Dan Products and Services under this Agreement(colla ivety,'AlRllafes').These terms and contlflions am subject to change at any am in Dell's sole discretion without prior written notice, ft you do not wiah to be bound by this Agreement you must promptly ndlfy Dell.Products must !rein in Me bases In which they were shipped and you!rust notify us intermediately to emerge e Product retum,for whirls YOU WILL BE RESPONSIBLE FOR SHIPPING A HANDLING CHARGES. ADDITIONAL RETURN OR RESTOCKING FEES MAY APPLY.THIS AGREEMENT SHALL APPLY UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT WITH DELL THAT EXPRESSLY APPLES TO YOUR PURCHASE AND RESALE OF DELL PRODUCTS AND SERVICES. By purchaeirg Deb Products and Services for resale,you agree to be bound by and accept the term and conditions of this Agreement TERMS AND CONDITIONS 1. Appointment Subject to your compliance with this Agreement,you may resell Dell Products and Services m per it third parties('Endorsers')as Buthgrimd by Dell In mlvng,In Dell's sole discretion,only after you have added value to the Products through the addluan of hardware,software,or Services.Approval by Dell shell not be leered from Me sale of Product to you.You may not resell to Consunep Education,Healthcare, Federal,State,Provincial or Local or other Publlosegor customers,or Is distributors or third-party sales agents,and you may not remarkel in resell through retail smrefronrs or Buctiorvtype web sites.You Trey not had to customare uhad.the United States or Canada,whichever is the counts covered by the Deli enthy from which you purchased Dell Products and Services.This Agreement Is not exclusive.Dell may appoint other posters, distributors,resellers,licenses or sales agents(including tow who Trey compete with you)to sell Dell Products and Services.Deg may market Dell Products and Services to any Vord,aarly directly or indirectly without any obligation or liability to you.This Agreement does not guarantee that you W it mike any sales of Dell Products and Services.You de uchime or set your resale pricing.Dell reserves the right to word or prohibit your parGtlpation in certain prormtions,and to add,modify,or discontinue priding,Products, Services,or pads.Dell may require you to meal additional obligations not outlined herein, Much MR be disclosed to you prior to your purchase of Dell Products and Services for recale.You will provide DWI such information and reports penitent to your relationship with Dw as may reasonably be requested by Dell. 2. Trademarks;Copyrights..You may use Me'Dell"dome and the names d Dell's Products and Services(colladimly,'Na res'I solely for Me purpose of accurately identifying Ore DWI Products and Services you market or sell under this Agreement.You may not use the Herres for any other purpose,and my not use any other Dell merchants. service rods,or copyrighted works.You agree to change or caned,at your awn expense, any materials or activity that Dell decides is InacconeW,objectionable or innewding,or a muse of Me Names,trademark,service marks,logos,or copyrighted worts.You are prohibited from using Dell's logos,refunding to yourself as an authorized header of Dail,or creating the impression that Dell is BRtlisted with you other then as amended mnswily by the tenor of the PammrDrect program.You may not claim w mostly that you and 041 am legal panned,or that Deli has sponsored,authodmtl,approved,or endorsed yam business or any offer or marketing,advertising,or promotion thereof in any rrenner.You may not register or use any domain name or business more containing or confusingly sinilar to any more or Serk of Defils.You will dearly and prominently Identify yourself in all your of ve and advertising,marketing,and promotional nationals. 3. Intellectual Property Ownership.At right,title and Interest in the intellectual property rights in Dell Products and Services,including technology and vane secrets wassfied thener ark any castam devaloprnans created or provided In conectlon with or related m this Agreamcrlt and any derivative waft thereof,shall belong solely and exclusively to Dell or cis Iicersws,and you shall heve no rights whatsoever in any of fie foregoing other then the nghh sit forth to this Agreement.Nathing in Nis Agreement or dhednse will be deend to grant m you an ownership interest in the intellectual property rights in Dell Products and Services,in mde or n pert. 4. WARRANTIES.DELL MACES NO EXPRESS WARRANTIES EXCEPT THOSE STATED N D)DELL'S APPLICABLE LN/RED WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE NVOICE,PACKING SLIP,OR ACKNOWLEDGEMENT FOUND AT 5 of 9 1/26/2010 3:44 PM Dell's Online Policies Dell http://w ,dell.com/content/tDpics/global.upx/policy/cidpolicy?c--mgm... W WMDELL.COMMJARRANTY OR THE DOCUMENTATION PROVIDED WITH THE PRODUCT(S)OR SERVICES OR(II)WITH RESPECT TO THE SERVICES IN AN APPLICABLE SERVICE CONTRACT OR SERVICES DESCRIPTION FOUND AT WWN DELLCOMISERMECONTRACTS OR A SEPARATELY SIGNED STATEMENT OF WORIC DELL DISCLPLAS ALL OTHER WARRANTIES AND CONDITIONS,EKPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR COMORIONS OF NONNFRINGEMENT,MERCHANTABILITY,AND FITNESS FOR A PARTICULAR PURPOSE.THERE ARE NO WARRPNTIRS BY DELL FOR NON-DELL BRANDED PRODUCTS,SERVICES,OR SOFTWARE PRODUCTS.ALL SUCH PRODUCTS AND SERVICES ARE PROVIDED BY DELL'AS IS.-NO REVISION IN LIMITED WARRANTIES WILL AFFECT PRODUCTS OR SERVICES ALREADY ORDERED BY YOU, 5. REMEDIES B RESPONSIBILITIES.DELL RESERVES THE RIGHT TO MODIFY OR DISCONTINUE SERVICE,MAINTENANCE,OR SUPPORT IT OFFERS N WHOLE OR N PART PROVIDED SUCH MODIFICATION OR DISCONTINUANCE SHALL NOT VOIO MY WARRANTY,SERVICE,MAINTENANCE,OR SUPPORT IN ERISTENCE AND PAID FOR PRIOR TO SUCH MODIFICATION OR DISCONTNUIW CE.DELL MAY CANCEL SOFTWARE LICENSES,SERVICES,MAINTENANCE,OR SUPPORT IF DELL DOES NOT RECEfvE PAYMENT.IF YOU PURCHASE THIRD-PARTY-BRANDED PRODUCTS, SERVICES,MAINTENANCE,OR SUPPORT,ADDITIONAL THIRD-PARTY TERMS AND CONDITIONS MAY APPLY.YOU SHALL BE SOLELY RESPONSIBLE FOR PINY AND ALL REPRESENTATIONS AND OMISSIONS YOU MAKE OR FAIL TO MACE TO YOUR CUSTOMERS OR TO THE PUBLIC.YOU WILL NFORM YOUR CUSTOMERS OF DELLS RIGHTS AND YOUR OBLIGATIONS UNDER THIS AGREEMENT. 6. This Agreement nay NOT be allmd,supplemented,or amended by you via the use of any other docurne s)unlees otherwise agreed W in a separate written agreement signed by Dell.My use of pro-pnmtacl forms,such as purdiese orders.are for convenience only,and any tams set forty therein shall not apply to the W hi awe of Dell Products and Services in accordance with Nis Agreement. ]. UnniWion of Liability. DELL DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH IN THIS AGREEMENT.DELL WILL NOT BE LIABLE FOR ANY INCIDENTAL,CONSEQUENTIAL,SPECIAL,INDIRECT,OR PUNRNE DAMAGES,OR FOR MY LIABILITY FOR PRODUCTS OR SERVICES NOT BEING AVAILABLE FOR USE,LOST OR CORRUPTED DATA OR SOFTWARE,LOST PROFITS OR SAVINGS. LOSS OF BUSINESS,OR THE PROVISION OF SERVICES OR SUPPORT NOT OTHERWISE PAID FOR OR SUBJECT TO PINY WARRANTY ASSOCIATED WITH SUCH PRODUCT OR SERVICE WHETHER DIRECT OR INDIRECT,AND EVEN F ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,OR FOR PINY CLAM BY PINY THIRD PARTY, NOTWITHSTANDING ANYTHING N THIS AGREEMENT OR ON OUR 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.YOU AGREE THAT FOR PINY LIABILITY ARISING FROM OR RELATED TO THE PURCHASE OF PINY PRODUCTS OR SERVICES,DELL IS NOT LIABLE OR RESPONSIBLE FOR MY AMOUNT OF DAMAGES:N THE CASE OF PRODUCTS ABOVE THE AGGREGATE DOLLAR AMOUNT YOU PAD TO DELL FOR SUCH PRODUCTS THAT CAUSED THE LIABILITY OR IN THE CASE OF SERVICES THE AGGREGATE DOLLAR AMOUNT YOU PAID TO DELL FOR SUCH SERVCES THAT CAUSED THE LIPBLITY IN THE PREVIOUS 12 MONTHS PRIOR TO SUCH CLMI FOR LVBIU1 Y.THE REMEDIES SET FORTH N THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE. I. Limitation Period. Neither party may institute any action In arty form ensing out of the Agreement from than two(2)years after the cause of action has arisen,a in the was of nonpayment,more than two(2)years from the data of last peyrrent. 9. Your Indemnity to Dell. To the Wiled exh nit pomaded by law,you will indemnify,defend, and hdtl harmless Dell,including Dell's officers,directors,agents,employees,subsidiaries, affiliates,parents,successors and assigns,from any claim,dement,muse of action,debt or liability(Including reasonable attorneys'or legal fees,expenses,and court costs)that relate to:(a)your modification of or addition to Dell Produce and Services;(b)your breach of this Agreement,including your failure W secure assent by your End-Users to be bound by the CMSA(as defined below)or such other End-User tame Provided by Dell you In connection with this Agreement(c)your omsdon,misrepresentation,or negligence: (d)warranties you provide to End-Users outside the terms of this Agreement with rasped to 001 Products and Services;and of darregs tap a third party by DO Produce and Ser ims add by you to the seem such claim is based on(i)your mondlfimtion of or addition to Dell Products and Services,misuse or abuse of Dell Products and services,or breech of any provision in this Agmer ent(1I)your failure to abide by all applicable laws,miss, regulatians,and orders that affect DWI Produce and Services;(il)your omission, msremmentsm ,or negligence;or(tv)Intentional harts to any person or property caused by you.Inderre fled claims,debts,and liabilities Include me amount of any discount in price or concession that is mile available by DWI to you. 10. Merketing. Retailer shall make no representations or warranties concerning Dell Products and Services eampt as DWI may staff approve In writing. 11. Dispute Resalullon-Arbibation.The parties will attempt to reserve any claim dispute,or mntmve sy(whether In contract,tort or otherwise,whether preexisting,present or future, and including statutory,consumer induction,common law,intentional On and equitable claims)between you and Dell,it agents,employees,preclpals,successors,assigns,or affiliates(collectively for purposes of this paragraph,'Dell")ansing from m relating to the ponies'written agreements,their interpretation,or the breach,tminetion or validity thered,the relationships which revel from the written agreements,the partner direct program,the reseller pmgmm,Dell's advertising,or any related purchase(each a 'Dispute')through facNUface negotiation with persons fully summoned to resolve the Dispute or through mediation utilizng a mutually agreeable mission,rather than through litigation.l the parees are unable io reserve the Dispute through negotiation or radiation _ within a reasonable tlrre after written notice from one parry to the other that a Dispute men,the Dispute will he settled by binding Individual arditretion in accordance vin the than current CPR Rules for Nor-Administered Arm"an.The MNtretion will be conducted before a single annihilator mutually agreed to by the parties.l such arblrebr cannot he agreed upon Del coil appoint one(1)arbitrator and you will appoint one(1)arbitrator.The 6 of 9 1126/2010 3:44 PM Dell's Online Policies Dell http://w .dell.con✓eontent/topics/global.aspx/policy/enipolicy?c° &I... No(2)appointed andenstas will Men select a third er W.who shall be the presiding arbkrecor.NEITHER YOU NOR DELL SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER RESELLERS OR PARTNERS,OR ARBITRATE ANY y+ CLAIM AS AREPRESENTATNE OR CLASS ACTION OR N A PRIVATE ATTORNEY ( GENERAL CAPACITY.The individual(nohclasa)nature of this dispute provision goes to iV Me essence of the parties'arbitration agreement,and Hfound unedfomaable,Me entire arbhretiom provision shall not be enforced.The arbitration hearing shell oaks pace in Austin,Texas,and will lose governed by the United Sates Federal Arbitration Ad to Me seclusion of any inconsistent slate Spa.The arbtirators shall base their amid on Me lama d any wnlen Agreementjal,and will fellow Me law and judicial precedents that a United States DIaMCt Judge sitting In Me Western District of Texas would apply to Me Dispute. (For Canadian entities'.Me arbitration hearing shill take place in Tomnlo,Ontario,and will be governed by Me Arbitration Ad of Draw and the appllmble laws of Ontario and Canada.)The arbitrator shag render Its award in writing and will include Me findings of fed and mrimmum of law,upon which Meir award is based.Judgment upon the arbitration award may be entered by any court of competent jurisdiction.Notwithstanding the tempting,either parry Wit have Me right to obtain from a court of competent jurisdiction a temporary remaining enter,prelininary Injumdion,or other equitable relid to preserve Me status quo or prevent mmorable harm,although Me merits d Me ammymg Dispute with m resohrod In accordance with this paragraph. 12. Independent Contractors. No provision of this Agreement will or shell ba demand to create a legal partnership,joint venture,or other combination between Deg and you.You and Del are independent contraries.Neither party will make any wxnenties or representations or assume any obligations on Me nMr party.behalf.Neither party is w will claim to be a legal representative,franchisee,agent,m employee d Me other party. Each party Is responsible for the amounts it incurs arising from Mis Agreement and far Ma direction and compensation,and Is liable for the others,ef Its employees and subcomradors. 13. Governing Law. THE PARTIES AGREE THAT THE AGREEMENT,ANY SALES THEREUNDER,OR PINY CLAIM,DISPUTE,OR CONTROVERSY(WHETHER N CONTRACT,TORT,OR OTHERWISE,WHETHER PREEXISTN G,PRESENT,OR FUTURE,AND INCLUDING STATUTORY,COMMON LAW,AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND DELL arising from or relating to His Agreement Its Interpretation,or the breads,nomination,dvalidity thereof the relationships which result from Mls Agreement,Dell's advertising,m any related probes.SHALL BE GOVERNED BY THE L1W5 OF THE STATE OF TEXAS(OR FOR CANADIAN ENTITIES,THE PROVINCE OF ONTARIO),WITHOUT REGARD TO CONFLICTS-OF-LAWS RULES. 14. Export. You acknowledge that Me purchased Dell Protluds and Smdoes licensed or sold under this agreement may include technology and soMVare that are subject to the customs and export control laws and regulations of Me United States('U.S.')or Canada and may, also be subject to Me Sustams and exert laws and re9uhallons d the country M which Dell Protluds and Services are manufactured andlor In the wee of both Dell Protluds and Services are removed.For any authorized resale under Mis Agreement,You acknowledge that It is your ate responsibility to comply with Mme laws and regulations and you agree to fully White by those laws and regulations.Further,under those laws,DeII Products and Services shipped pursuant to this Agreement may not be add,leased or otherwise transkned to restricted End-Users including Made on Me U.S.Department of Commerce, Bureau d lndusby and Security'En*Lisp and dher lists of denied parties)or to restricted countries(currently Cuba,Iran,Nan Kama,Sudan,and Syria).N addition,the shipped Deg Products and Services my cwt be add,leased or otherwise bsndeoetl to,or Wlibed by an EM-User engaged in advities related to weapons of mess destruction,inducing wh ann IiMIemn,activities related to Me design,development production or use of nuclear wmpons,notorious,or facilities,missiles or Me support of missile protects,and chemical or biological weapons.In addition,you agree to mdemlry,defend and hold Dell harmless from any loss,expense,pemhty or claim against Dell due to your vidatim or alleged violation of any such applicable laws and regulations.If purchased Dell Products and Services we resold in violation of the foregoing meanders,Del shall not be obligated to provide any many service or t.hniml support 15. Regulatory Compliance. Dell has not raged Me Products for use In specialtre i or high-del,applications or h random environments,inducing but hot limited to any Ine-suatsemng,hemicat,d unssi rcdtiml use.DELL WILL NOT HAVE PINY LIABILITY FOR PINY DAMAGES PRISING FROM THE USE OF THE PRODUCTS N PINY HIGH RISK ACTMTY,INCLUDING BUT NOT LIMITED TO THE OPERATION OF NUCLEAR FACILITIES,AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS,AIR TRAFFIC CONTROL,MEDICAL SYSTEMS,LIFE SUPPORT,OR WEAPONS SYSTEMS.You are respersible for ensuring continued regulatory,compliance,including but net limited to conyiianm to elecbostatic dommuMe and motored emissions standards,for any modifications or additions made to the Products after Me Products are shipped from DeII. You are also responsible for meaning any regulatory compliance marks Mal may be required to ship into locations other Man United Stoles and Canada. 16, Headings. The section headings used herein are for convenience of reference only and do not farm a part d these Same,and conditions,and no construction or Inference shall be derived Mere hom If any provision of this Agreement is void or unenforceable,Me remainder of Agmenent win remain in fell form and win not be terminated. 17. Language. The pelves.1h,that g i.their wish Mat His Agreement,as wall as other tlammanm relating to Mis Agreement,including all notices,have been and will be drown up in Me English Iarguage only.Les parties Suit presences mnfimmnt leer vdmte qua cede convention,de manne,qua taus les documents,y Scheme taut avd,qui aY ratlachent,soien mdigm an longue anglose. 18. Audit You will maintain accurate and legible records for a paned of five years and volt grant 0 Deg,or its designee,reasonable access to and copies of,any information reasonably requested by Dell with reaped to your performance under his Agreement. 19. Termination. Dell may terminate this Agreement for any reason upon wreten notice to you at the address provided to Dell in acconance with the terms of this Agreement This Agreement my be teminated"Hen notim of termnaton by either party ti Me other v411110,00, party breaches any of Its obligations under Mis Agreement and the breach is net summenually cured WMm 30 days of remipl of notice of such breach(or.H an egM to are is being dingentiy pursued,within such time as is reasons*necessary,to complete Me 7 of 9 1/26/2010 3:44 PM Dell's Online Policies Dell http://www.dell.com/cmtent/topicsiglobal.aspx/policy/en/policy?c= &I... um). 20. Purchases by Affiliates. UNeas otherwise agreed in writing.my Affiliate who subrnts an order to Dell shall have thereby agreed to abide by the terms of Nis Agreement.peg,in its sole tlkcretim,may decommum selling Dell Produces and Services to any Affiliate or may require additional payment ani credit conditions for such Affiliate.In consideration of Doll's agreement to exand credit to your Afglams at the saare or similar level as the credit intended to you,you hereby unconditionally guarantee complete and timely payment of any and all annum due to Dell from any Angina. 21. Assignor em;Subcontracting. You may not assign this Agreement without the prior written consent of Dell.Deli has the right to subcontract fee Services Provided under the Agreement. 22. Poore Majeure. Dell and not be liable to you for any failure to perform any of is obligations under this Agreement during any penal in which such performance is delayed by deca deancea deyced Its reasonable MIAMI Including,but not limited b,fire,i war, emerge,strike,net or Me intervention M any govemb emeal authority(a-Force Majeure-). 23. Notices. To give notice under this Agreement,your notice must be In writing and sent by postage prepaid firer-dams mail,receiptatl causer service,because telmommniagw or electronic mail to the seems below.Notice W you nay be sent to you by postage Welded fire[-Case nail,receiptatl counter service,famimdls telecommunication or electronic mail to Me address and contest interne loin Mci by you to Dell in connection with this Agreement. Dell Merkating L.P. Ann:Mgr Contracts One Dell Way Round Rock,TX 78682 24. Quotes;Orden;Payment Terms;Interest Payment tame for Dell Products and Services are al In Dell's ads insurance and shall be set forth at the time of purchase a such Dell Products and Services.You agree not to violate the term a any offer or concession made available by DWI,Dell may invoice or ship Parrs of an order separately. DWI reserves the right b cancel an order m transaction,in whole or in pan.g you breach the provisions of this Agreement or tie tens of any offer,Dell Trey Marge or re-debit your account or credit card the fug list price for your purchase(in lieu of a discounted or special price included in the offer).You agree to pay interest on all past-due surrs at the highest rate allowed by Is .You hereby grant Dag,and DWI hereby retains,a purchase mnnsy security interest and lien on any and all of your rights,bile,and interest in Produce, wherever Indeed,and all replacimmus or proceeds of the products.until the imded fa the applicable Produces is Paid in full,including any late Merges and vests of collection. You consent to Dell's use of the Agreement,as well as Product invoices,as financing stalerrents for protecting this security Interest and appoint Dell as your agent for service of process.Unless you and Dell have agreetl to a different diseood,Deg%standard finding policy for Pr iduc s,which include both hardware and support services in one discounted prim,allocates the discount of list pace applicable to Me servim ponce of the system In be equal to the overall calculated!percentage discount off list price on the entire system 25, Shipping charges;Risk of Loss;Tames. Shipping dales provided by Dell are estimates only.Shipping and handling are additional and wig be shown on the inwoicies)or other demnvenmtimn.Loss cr damage to Products that occurs during shipping by a rimer selected by Deg Is Dell's responsibility.Lose or manage Nat occurs during shipping by e miner selected by you is your responsibility.Unless you Provide Dell with a valid and rred lax-exemrl comedies at the time of purchase,you will be responsible for any and all dozes and fees wandered with the order of Dell Products and Services,however designated,..of for Dell%franchise taus and duxes on Dell's net Intone. 26. Title;Insurance. Ti le to Products(except software)passes from Dell to you on shipment more Dell's facility a third-party manufacturers fadlity.Title to software will remain with Me applicable licensor(s).You will beintein comprehensive general liability,including produces liability,insurance in an amount appropriate for your business,but in no event less than 51,000.000,00(US)wife an insurance company having a Best rating of A Upon request, you will native Dell as an additional insured and Moves to Dell a certificate of such insurance(including any new a amended certificates of insurance). 27. Schemes;End-User License Agreement A Products. NI spM1ware distributed with Proceed is Mo idetl sublectto the End-User license agreement Nat is provided with the Product.You agree that you and your End-Users will be bound by such license agreement. B. Services.NI software semcea,online services,hosted solutions,loud computing :mfias and snfWaramiabled services an provided PUrsuam W the license agreement and Acceptable Use Policy at forth at www.dell.cm,,nLr. 26. No Retures. Aft sales are final.Neitheryou nor your customers may be ice Products to Dell.If you refuse delivery of Products Net you ordered,you will be responsible fa shipping And handling Merges and eddlgmel return or restocking fees nay apply. 29. Order Support;Other. If you do net receive an invoice or ecknownedgecvent in the bar or with your Dell Products and Services,information about your purchase may be demand at www.suppondell.mmu eltparelfidexasp%(or in Canada at wwa.dell.M,1MMmh or by connecting your sales representative.You are obligated to ensure that you Minster the assebservia identification number(e.g.the Service Tag or A mad Number)to your End-User that Is associated with Dell Products and SeMces you have purchased for resell in acceptance WM this Agreement The process to compete Such transfer is located at www.suppoicum,which process may change form time to time.it is your responsibility to ensure compliance with the latest very on of the posted process.You acknowledge that your figure do properly transfer the assetlservice identilmi number will result in the End-Users inability to receive services from Dan. 30. Dell Pnduds and Services Updates. Delp.coley a one of ongoing Dell Pmducts and Services update and revision.Dell may revise and discentinee Dell Produces and Services at any time warn notice to you.DWI will ship Products and offer Services gat have the functionality and partonnsnce of Dell Products and Services ordered,but Mangey between what I.provided to you and what is described in a apsdfiation sheet or aklog an uppon, 31. S Support Services Perna.The pads and assemblies used in building Produce,service parts and spare park are selected mom new equivalent-to-mew,or reconditioned parts and assemblies. 8 of 9 1/26/2010 3:44 PM Dell's Online Policies Dell http://w .de ll.coMcontent/topics/global.mpx/policy/en/policy?c= &I... 32. Your Resale of Dell Services. A Dell Terms&Conditions Applicable to End-Uses. You will only resell Services.including support services sold corm Promote,W End-Users who agree to be bound to Dell's Customer Mane,Services Agreement at forth at wew.dell.comiservicamnamum('CMSA').Including toms and condition. incorporated by reference therein.You will incorporate in an enforceable meaner the CMSA into your own agreement with End-Users('Entl-User Reseller Agreement'),or whore required by Dell,enable the CMSA W be presemled tllrecpy to End-Users prior to their use of Services.Where Dail requires the CMSA ed be amounted!directly to End-Users,the specific inplerremai and presentation of such tens will be mostly agreed.but at a nininem shall include 1)direct links to the CMSA in an enforceable manner;Ii)consenteccept provisions;and iii) continued soces igolity by End-Users to the CMSA You will immediately hotly Dell if you become swore of any End-User's violation of the CMSA and any actions you have taken or will take in connection with the violation.At Dell's request,you will pmmpdy discontinue further sales and suspend or tentmene End-User's access W the Services in response to a eip ation of Me CMSA You acknowledge and agree that Dell is a third party benefidary of the agreement used to engage Me End User with resod W the Sori and Mal you Well require me End User to acknowledge and agree as W such in the End-USe,Retailer Agreement For avoidance of doubt. W enure compliance won this Section,you shall provide the following prevision in your End-User Reseller Agreement(or such other agreement you have with Me End User as it relates to Me Services)'. 'Services ben,provitlatl to you purso m to this agreement Mat are provided by Dell Marketing,L.P.or one of Its worldwide affiliates(TJell'),arc being provided W you in accordance win the terns and conditiorm of Dell's Customer Master Services Agreement and any and all appli ado Service Descriptions set form at www.dall,wmserviceanlrect.You hereby acknowledge and agree W be bound by the tams set sell Marein and that Dell is a third paM beneficiary to Mi. agreement. To ensure compliance win the tams of this Agreement.Doll reserves Me right to audit your agreement with me End Users.Such such shall take place during normal business hours upon seven days prior written hands. 6. Internal Use by Reseller. C you use cr omarwise are the recipient of Services, including support services add with Products,in any manner in connection with your resale of SeMo e.such as sending as a rtmnaged service mornuar or paNdpating in the dallvery or deployment of Services to your customers,such Use shall be governed by me CMSA C. Updates. Dell movements right to updato the CMSAW anytime and tram tare-to-lirre,effective upon pasting of an uposted version W Me Dell website available at wwe.dellcoMServWecontrncls.You ere responsible for regularly reviewing Me CMSA You should closely monitor Me revision date on Me CMSA and any change of It poated data shall be deemed notice W you that the CMSA has been changed or amended.continued resale or use of Services after any such changes shag co bitule your consent to such changes. D. Dell Enfor o meM. Dell reserves me right,In Its sees descretlon,W suspend or terminate any End-User in response to a violation or suspected violation of the CMSA or teems and ennddions incorporated by reference therein. E. Dail Access to End-User Usage Data. 'End-User Usage Date'means dam or information collwAim or received by Dell h Mang to an End-Ueefs use of Me Service,including preferences,images,files and document.Dell reserves the right to execs,preserve,or disclose End-User Usage Data If required W do so by law or In a good farm belief Out such access,pres ommi or disclosure is reasonably necessary to:(1)comply with legal process;(ii)emorx Dell's CMSA(iii)respond W dairy mat any End-Uss,Usage Data violates the right m third parties;Irv) respontl W your or your End Users requests for technical support;or(v)protect Me right,property or personal safety of Dell,it users and to public. (Rev 110109) others Vernon Shop Support Community About Dell My Account Solomon Home Users Join the Discussion Investor Relations Sign in/Register Samces Smell Businesses Share Your bass News order Status Systems Enterprise R Read our Blog Coraparry Information Software&Perpherals Forml&Revbws corporate Responsibility Commonly Hare M About Dell tapbps I Deposits I Bb,.Lapdpa I Bcelmss Dmbops I Workstations I severe I Stamps I Manfiaa I Primers I LCDTVs I Seclool 1 ®2010Del I About Dal 1 TermelSat I IHSUhatl Ibwx I Pdwry I A Oi I Dalleacych, I comes I Ste Map I Feedback large Tent AT I AU I BE I BR I CA I CH I CL I CN I M I DE I DK I ES I FR 1 Il( I IE I IN I IT I JP I KR I W I MK I MY I I H. I ND I PA I PR I tai I BE I SG I UK I VE I ALL t on DW W0 9 of 9 1/26/2010 3:44 PM Exhibit "A" (3 of 4) Dell Customer Master Services Agreement THIS CUSTOMER MASTER SERVICES AGREEMENT ("MSA") is entered into by you ("Customer") as evidenced by your use of the Services (defined below). "Customer"shall include Customers corporate subsidiaries,as well as corporate parents,affiliates,and other related entities (collectively, "Affiliates') approved by Dell to receive Services under this MSA. For purposes of this MSA the term "Dell" shall mean Dell Marketing L.P. or, when applicable, the Dell entity identified on Customer's invoice. Dell and Customer agree to the following terms and conditions: 1. Services All services provided by Dell under this MSA(the"Services")will be described in one or more Service Agreements. "Service Agreements"are order forms or service contracts that incorporate the terms of this MSA, including "Service Descriptions' available at www.Dell.com/ServiceContrects, 'Technical Specification Forms", 'Statements of Work", and any other such mutually agreed upon dominant. The MSA and each Service Agreement will be interpreted as a single agreement,independent of each other Service Agreement,so that all of the provisions are given as full effect as possible. In no event will the description of Services under any Service Agreement be deemed by implication or otherwise to exclude any Services described in this MSA or another Service Agreement. In the event of a conflict between the terms of the MSA and a Service Agreement,the terms of these documents will be interpreted according to the following order of precedence:(1)Service Agreements and(2)the MSA. 2. Terms of Purchase 2.1. Requests for Service; Quotas and Orders. All orders for Services must specify Dell's quotation (if any), and reference the Service(s)requested and invoice address. All orders are subject to acceptance by Dell. If Customer orders on-line,Dell may issue to Customer user names and passwords(the"Purchase Codes"). By accepting and using the Purchase Codes,Customer acknowledges the validity of an electronic order,which shall be deemed to be a writing for all purposes hereunder,and agrees to be responsible for full payment of any Services ordered using Customers Purchase Codes. Customer is responsible for keeping the Purchase Codes confidential and controlling their use. 2.2. Prices. The prices charged for Services purchased under this MSA will be Deli's"then-current"charges for such services in each geographic region or as quoted by Dell. Dell reserves the night to revise pricing if prices for Services are based upon written assumptions and those assumptions are determined inaccurate. If Customer and Dell are not able to reach agreement on the revised pricing,Customer or Deli may terminate the applicable Service Agreement. All prices are exclusive of all applicable country, provincial,state and local sales,use,value added,excise,privilege,franchise and similar taxes. If the Services are being performed on a time and materials basis,any estimates provided by Dell are for planning purposes only. Any required deposits are non-refundable. 2.3. Additional Fees;Taxes. Customer shall be responsible for all applicable taxes and fees assessed or imposed upon the Services provided or the amounts charged under this MSA, including any sales, use, excise, value-added, or comparable taxes, but excluding taxes related to Dell's net assets or net income or for which Customer has provided a valid resale or exemption certificate. Should any payments to Dell become subject to withholding lax, then Customer shall deduct these taxes from the amount owed to Dell and pay the taxes to the appropriate tax authority in accordance with the laws thereof. Customer shall promptly provide Dell with receipts or other applicable evidence of substantiating the payments as required under the laws of the applicable taxing authority.Dell shall not be liable for any withholding tax,penalty, or interest due as a result of Customer's failure to withhold any applicable tax. 2.4. Invoicing and Payment. Customer's payment terms will be net thirty (30) days from the date of invoice, subject to continuing credit approval by Dell. Customer will pay Dell in US dollars or in the currency of the country in which the Dell affiliate that supplied the Services is domiciled, as invoiced by Dell or an affiliate of Dell.Additional charges may apply ff Customer requests services that are performed outside contracted hours or are beyond the normal coverage for the particular service. 2.5. Nonpayment For Invoices not paid within thirty(30) days of the invoice date, Dell reserves the right to charge Customer a late penalty charge of one and a half percent(1.5%)per month applied against undisputed overdue amounts,or the maximum rate permitted by law, whichever is less. In addition,Dell,without waiving any other rights or remedies to which it may be enfitled,shall have the right to suspend or terminate the Services until such payment is received and may decide not to accept additional orders from Customer and/or seek collection of all amounts due, including reasonable legal fees and Costs of collections. Dell shall have no liability to Customer for any such suspension or termination of Services,or non-acceptance of orders. 2.6. Purchases by Affiliates. Unless otherwise agreed in writing, any Affiliate who submits an order to Dell for Services shall agree to abide by the terms of this MSA. Dell,In Is sole discretion, may discontinue selling Services to any Affiliate or may require additional payment and/or credit conditions for such Affiliate. 2.7. Purchases from a Third-Party Reseller.This Section 2.7 shall not apply to Customers who purchase Services directly from Dell. If Customer purchases from a party other than Dell(each a"Reseller'),then Customer acknowledges that Its payment for the Services is subject to the agreement between the Customer and the Reseller(the-End-User Reseller Agreement'). Otherwise, Customer agrees that this MSA, except for the 'Terms of Purchase' provisions above, shall apply to such Customer's use of the Services notwithstanding anything to the contrary In the End-User Reseller Agreement. Dell shall not be liable M Customer for any representations,warranties,indemnities or damages beyond those set forth in this MSA. Customer acknowledges that to the extent Dell does not receive payment for the Services from the Reseller; Dell shall have the night to suspend or terminate the Services until such payment is received. Deli shall have no liability to Customer for such suspension or termination of Services and Customer shall look solely and exclusively to the Reseller for any and all damages and liability associated with such suspension or termination of the Services. 3. Term&Renewal This MSA has a one year term,beginning on the earlier of the date on Customer's invoice with Dell,the date on which Service delivery begins or o the date on which your use of the Service begins('Effective Date"). The MSA will automatically renew on the anniversary of the Effective Date I for subsequent one year terms("Term')unless terminated in accordance with Section 4 below. Each Service Agreement will cont nue for the ABU CMSA Rev.4.2 Page 1 of 4 07/30/2009 temr stated therein, unless otherwise terminated pursuant to this MSA. In addition, Dell may, at its option,propose to renew the Service by sending Customer an invoice or continuing to make the Service available to Customer. Customer may(where permitted by law)agree to such renewal of the Service by paying such invoice by Its due date or by continuing to use the Service. If Customer renews a Service Agreement by continued use of the Service,Customer will be invoiced in a manner substantially similar to their Initial term of Service. 4. Termination Either party may terminate this MSA for convenience by providing at least thirty(30)days prior written notice to the other. Termination of this MSA for convenience will not terminate any outstanding Service Agreement that provides for a specific term over which the Services are to be provided. In such case,this MSA,as incorporated into the Service Agreement,and the Service Agreement that provides for a specific term will remain in effect for the remainder of such term. Upon termination of this MSA, all rights and obligations of the parties under this MSA will automatically terminate except for rights of action accruing poor to temlination, payment obligations and any obligations that expressly or by implication are intended to survive termination. Either party may terminate an individual Service Agreement g the other party commits a material breach of such agreement and the breach is not cured w9hin thirty(30) days of receipt of written notice from the injured party. Termination of one or more Service Agreements will not terminate this MSA. 5. Third-Parry Products&Warranties "Third Party Products"means any third-party hardware, services or software. Some manufacturers'waran0es or service contract terns and conditions for Third Party Products may become void If Dell or anyone else, other than the manufacturer or its authorized representative, provides services for or works on the hardware or software (such as providing maintenance and repair services). DELL DOES NOT TAKE RESPONSIBILITY FOR THIRD PARTY WARRANTIES OR FOR ANY EFFECT THAT THE DELL SERVICES MAY HAVE ON THOSE WARRANTIES. Except as agreed to in writing between Customer and Dell, Third Party Products shall be exclusively subject to terns and conditions between the third party and Customer.Dell shall have no liability for Third Party Products and Customer shall look exclusively to the third party provider for any damages or liability with respect to the provision of such Third Party Products. Except as otherwise specifically agreed to in a Service Agreement, Customer authorizes Dell(or otherwise obtains the rights for Dell)to copy, install and modify, when necessary and as required by the Service Agreement,all Third Party Products, including software,to be used in the Services or to be copied or stored for subsequent re-installation of a backup system or data. Customer warrants to Dell that It has obtained any licenses,consents, regulatory certifications or approvals required to give Dell and its subcontractors or employees such rights or licenses to access,copy,distribute, use and/or modify(including creating derivative works)or install any Third Party Products to be used In the Services, without infringing the ownership or license rights(including patent and copyright)of the providers or owners of such products. 6. Proprietary Rights 6.1. Deliverables. Except as otherwise specifically agreed to in a Service Agreement, Dell will retain exclusive ownership in all Deliverables created by Dell hereunder and will own all intellectual property rights, title and interest in any ideas, concepts, know how, documentation or techniques developed by Dell under this MSA. Subject to payment in full for the applicable Services,Dell grants Customer a non-exclusive,non-transferable,royally-free right to use the Deliverables solely in the countryfers)in which Customer does business and solely for Customers internal use. "Deliverables' means the tangible and intangible materials, including reports, studies, base cases, drawings, findings,manuals,procedures and recommendations that are prepared by Dell or Its subcontractors in the course of performing the Services. 6.2. Tools 8 Software. Dell will retain all intellectual property rights with respect to the processes,tools and software related to the Services. Any use by Customer, including the execution, reverse engineering, decompilation, reproduction, modification, distribution, transmission,republication,display,transfer or performance,except as specifically permitted by Dell during the tens of Services is prohibited 7. Software License Provided by Dell Customer use of Software In connection with the Services is pursuant to the terms accompanying the Software. "Software"includes software locally installed on Customer's systems and software remotely accessed by Customer through the Internet or other means (including, but not limited to websites,Internet portals and"cloud-based'software services). In the absence of such terms, Customer use of Software is pursuant to the Deli Services License Agreement 8 Acceptable Use Policy ('AUP') available at www.Dell.com/AUP. By accessing, downloading, installing,activating or otherwise using such Software,Customer agrees to be bound by the terns of the AUP. B. Customer Responsibilities It is the Customer's responsibility to backup data on Customer's system(s). Customer acknowledges that Dell's performance and delivery of the Services are contingent upon: (A)Customer providing safe and hazard-free access to its Personnel,facilities,equipment, hardware, software, network and information for Services to be performed at Customer's location,and(B)Customer's timely decision-making,notification of relevant issues or information and granting of approvals or permissions. Customer will promptly obtain and provide to Dell any required licenses, approvals or consents necessary for Dell's performance of the Services. 9. Confidentiality In the performance of the Services, Customer and Dell may have access to or be exposed to information of the other parry not generally known to the public,including, but not limited to software,product plans,marketing and sales Information,customer lists,"know-how,'or trade secrets which may be designated as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential (collectively, 'Confidential Information"). Confidential Information may not be shared with third parties unless such disclosure is to personnel of Dell or Customer, including employees, agents and subcontractam, on a"need-to-know'basis in connection with its performance of this MSA, so long as such personnel have agreed 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 Confidential Information by using at least the same degree of care as such party employs with respect to its own Confidential Information of a like-kind nature, but in no case less than a commercially reasonable standard of care to maintain confidentiality, and shall only make such information available to its employees on a 'need-lo-know basis. The foregoing shall not include information,which,(A)was known by one party prior to its receipt from the other or is or becomes public knowledge without the fault of the recipient, (B) is received by the recipient from a source other than a party to this MSA, or (C) a party is required to ABU CMSA Rev.4.2 Page 2 of 4 07/30/2009 - disclose in response to an order by a court or governmental agency,provided that advance notice of the disclosure is provided to other party. The obligations with respect to Confidential Information shall continue for three(3)years from the date of disclosure. 10. Support Services When Services consist of repair of Dell-branded systems, such Services shall be those repair services that are necessary because of any existing defect or a defect occurs in materials or workmanship in the system or in any system component covered by this MSA. Preventive maintenance is not included. Repairs necessitated by software problems,or as a result of alteration,adjustment,or repair by anyone other than Dell(or Its representatives)are not included. Unless otherwise expressly provided In a Service Agreement,Services do not include repair of any system or system component which has been damaged as a result of:(A)accident,misuse,or abuse of the system or component(such as,but not limited lo, use of incorrect line voltages, use of incorrect fuses, use of incompatible devices or accessories, improper or insufficient ventilation,or failure to follow operating instructions)by anyone other than Dell(or its representatives),(B)an act of God such as,but not limited to,lightning,flooding,tornado,earthquakes,and hurricanes,or(C)the moving of the system from one geographic location or entity to another. 11. LIMITED WARRANTY 8 LIMITATION OF LIABILITY;HIGH-RISK DISCLAIMER 11.1. Limited Warranty. DELL WARRANTS THAT SERVICES WILL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER. EXCEPT AS EXPRESSLY STATED IN THE PRECEDING SENTENCE, DELL (INCLUDING ITS AFFILIATES, SUBCONTRACTORS AND AGENTS) AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS AND OFFICERS (COLLECTIVELY,THE 'DELL PARTY(IES)') MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ANY OF THE SERVICES OR DELIVERABLES,INCLUDING BUT NOT LIMITED TO,ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY OR NON-INFRINGEMENT;ANY WARRANTY RELATING TO THIRD-PARTY PRODUCTS OR THIRD-PARTY SERVICES;ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN CONDUCTING SERVICES; OR ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES OR THE RESULTS OF ANY RECOMMENDATION THE DELL PARTIES MAY MAKE. 11.2. Limitation of Liability. NEITHER THE DELL PARTIES NOR CUSTOMER WILL BE LIABLE FOR ANY INCIDENTAL,INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED BY DELL. WHETHER DIRECT OR INDIRECT, NEITHER PARTY SHALL HAVE LIABILITY FOR THE FOLLOWING, (A) LOSS OF REVENUE, INCOME, PROFIT,OR SAVINGS, (B) LOST OR CORRUPTED DATA OR SOFTWARE,LOSS OF USE OF SYSTEM(S)OR NETWORK,OR THE RECOVERY OF SUCH, (C) LOSS OF BUSINESS OPPORTUNITY, (D) BUSINESS INTERRUPTION OR DOWNTIME, OR (E) SERVICES,DELL PRODUCTS OR THIRD-PARTY PRODUCTS NOT BEING AVAILABLE FOR USE BY CUSTOMER. THE DELL PARTIES' AGGREGATE LIABILITY(WHETHER IN CONTRACT,TORT OR OTHERWISE) FOR ALL CLAIMS OF LIABILITY ARISING OUT OF, OR IN CONNECTION WITH ANY SERVICE PROVIDED PURSUANT TO THIS MSA SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SPECIFIC SERVICE(S)GIVING RISE TO SUCH CLAIM DURING THE PRIOR TWELVE(12)MONTH PERIOD. © EACH PARTY ACKNOWLEDGES THAT THESE LIMITATIONS APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE AND THAT,WITHOUT THESE LIMITATIONS,THE FEE FOR THE SERVICES PROVIDED HEREUNDER WOULD BE HIGHER, 11.3. High-Risk Application Disclaimer. The Services are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems,air traffic control,weapons systems,life-support machines,or any other application in which the failure of the Services could lead directly to death, personal injury, or severe physical or property damage (collectively, 'High-Risk Activities"). Dell expressly disclaims any express or Implied warranty of fitness for High-Risk Activities. 12. Indemnification Dell shall defend, indemnity and hold harmless Customer from any third-party claim or action that the Services or any Deliverables (excluding Third-Party Products)prepared or produced by Dell and delivered pursuant to this Agreement infringe or misappropriate that third party's patent, copyright, trade secret, or other intellectual property rights enforceable in the country(ies) in which the Services or Deliverables are sold to Customer by Dell('Indemnified Claims*). In addition, if Dell receives notice of a claim that,in Dell's reasonable opinion, is likely to result in an adverse ruling, then Dell shall at its option, (A) obtain a right for Customer to continue using such Service or Deliverable; (B) modify such Service or Deliverable to make it non-infinging; (C)replace such Service or Deliverable with a non-infinging equivalent;or(D) refund any pre- paid fees for the allegedly infringing Services that have not been performed or provide a reasonable depreciated refund for the allegedly infringing Deliverable. Notwithstanding the foregoing, Dell shall have no obligation under this Section for any claim resulting or arising from(A) Customers modifications of the Services or Deliverables that were not performed by or on behalf of Dell;(B)the combination,operation or use of the Service or Deliverable in connection with a third-party,product or service(the combination of which causes the infringement);or(C)Dell's compliance with Customer's written specifications or directions, including the incorporation of any software or other materials or process provided by or requested by Customer. Customer shall defend,indemnity and hold Dell harmless from,any third-party claim or action arising out of(A)the failure of Customer to obtain the appropriate license, intellectual property rights, or any other permissions, regulatory certifications or approvals associated with Customer- provided technology,software or other components related to the Service,as well as software directed or requested by Customer to be installed or integrated as part of Services, or (B) any inaccurate representations regarding the existence of an export license or any allegation made against Dell due to Customers violation or alleged violation of applicable export laws,regulations,and orders. Each party agrees to indemnity and hold harmless the other party from any third-party claim or action for personal bodily injuries, including death,resulting from the indemnifying party's gross negligence or willful misconduct resulting from the Services(excluding Third-Party Products) provided hereunder. This section states each party's exclusive remedies for any third-party claim or action, and nothing in this MSA or elsewhere will obligate either party to provide any greater indemnity to the other. ABU CMSA Rev.4.2 Page 3 of 4 07/30/2009 i 13. Export;Regulatory Requirements 13.1. Export. Customer and Deli acknowledges that the Services sold under this MSA,which may include technology and software,are subject to the customs and export control laws and regulations of the United States ('U.S."), may be rendered and/or performed in countries outside the U.S.and may also be subject to the customs and export laws and regulations of the country in which the Services are rendered and/or received. Customer and Dell agrees to abide by those laws and regulations. Customer further represents that any software provided by Customer and used as part of the Services contains no encryption or,to the extent that it contains encryption, such software is approved for export without a license. If Customer cannot make the preceding representation, Customer agrees to provide Dell with all of the information needed for Dell to obtain export licenses from the U.S.Government and to provide Dell with such additional assistance as may be necessary to obtain such licenses. Notwithstanding the foregoing,Customer is solely responsible for obtaining any specific licenses relating to the export of software 8 a license is needed. Dell may also require export certifications from Customer for Customer-provided software. Dell's acceptance of any order for Services is contingent upon the issuance of any applicable export license required by the U.S. Government; Dell is not liable for delays or failure to deliver Services or a product resulting from Customer's failure to obtain such license or to provide such certification. 13.2. Regulatory Requirements. Dell is not responsible for determining lt Third Parry Products to be used in performance of the Services satisfy the local regulatory requirements of the country to which the products are to be shipped, nor shall Dell be obligated to perform any Services where the resulting products or software do not satisfy the local regulatory requirements. 14. Important Additional Terms 14.1. Independent Contractor Relationship; MSA Assignment; Subcontracting. The parties are independent contractors. Neither party will have any rights,power or authority to act or create an obligation, express or Implied,on behalf of another parry except as specified in this MSA. Dell has the right to assign,subcontract or delegate In whole or in part this MSA, or any rights,duties, obligations or liabilities under this MSA, by operation of law or otherwise, provided that Dell shall remain responsible for the performance of Services under this MSA. Otherwise,neither party may assign this MSA without the permission of the other. 14.2. Entire Agreement; Sevembility; Section Headings. This MSA and Service Agreements is the entire agreement between Dell and Customer with respect to its subject matter and supersedes all prior oral and written understandings,communications or agreements. No amendment to or modthcation of this MSA, 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 MSA is void or unenforceable,the remainder of this MSA will remain in full force and effect.Section headings are for reference only and shall not affect the meaning or interpretation of this MSA. 14.3. Force Majeure. Neither party shall be liable to the other party for any failure to perform any of its obligations (except payment obligations)under this MSA during any period in which such performance is delayed by circumstances beyond its reasonable control including, but not limited to, fire,flood, war,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 N the Force Majeure events lasts longer than thirty(30)days,the other (.. party may immediately terminate the applicable Service Agreement by giving written notice to the delayed party. ♦/ 14.4. Notices. Notice to Dell under this MSA 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 find.facsimile or electronic)as specified in writing and will be effective upon receipt. Dell Marketing L.P.,Attn:Contracts Manager One Dell Way,Round Rock,Texas 78682 14.5. Governing Law, Forum and Language. THE PARTIES AGREE THAT THE MSA, ANY SALES THERE UNDER, 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 CUSTOMER AND DELL arising from or relating to the MSA, its interpretation, or the breach, termination or validity thereof, the relationships which result from this agreement or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS,WITHOUT REGARD TO CONFLICTS OF LAW. The parties agree that any and all claims, causes of action or disputes (regardless of theory) arising out or or relating to the MSA shall be brought exclusively in the courts located in Travis County,Texas. Customer and Dell agree to submit to the personal jurisdiction of the courts located within Travis 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. This MSA will be interpreted and construed in accordance with the English language. 14.6. Dispute Resolution. Customer and the Dell Parties will attempt to resolve any claim, or dispute or controversy (whether in contract,tort or otherwise) arising out of or relating to this MSA, Dell's advertising, or any related purchase (a"Dispute") through face-to-face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mutually agreeable mediator,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 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 limitations period, or preserve a superior position with respect to other creditors, although the meats 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 equity. 14.7, Limitation Period. Neither party may institute any action In any form arising out of this MSA more than two(2) years after the cause of action has arisen,or in the case of nonpayment,more than two(2)years from the dale of last payment. 14.8. Updates. Dell reserves the right to update its MSA at any time,effective upon posting an updated version at www.Dell.com/CM$A; however. Customer's rights and obligations shall be as provided in the version of the MSA executed by Customer or available to Customer at ^ the time of Customer's purchase of Services or,when applicable,Customers renewal of Services. ( ) 14.9. Counterparts. If a signature block is appended hereto,this MSA may be executed in counterparts,each of which shall be deemed v an original,but all such counterparts shall together constitute one and the same instrument. ABU CMSA Rev.4.2 07/30/2009 Page 4 of 4 Exhibit "A" (4 of 4) DftV Service Description Basic Hardware Service Terms&Conditions Overview This agreement ("Agreement" or"Service Description") is made between the customer ("you" or "Customer") and Dell. By purchasing these Services(as defined herein)from Dell, Customer agrees to be bound by all terms and conditions set forth in this document. Customer agrees that renewing, modifying, extending or continuing to utilize the Services beyond the initial term is subject to the then-curent Service Description available for review at www.dell.com/servicecontracts. • Direct Customers & End Users Who Purchase Dell Services from a Reseller: This Service is provided in connection with Customer's separate signed master services agreement with Dell or, in the absence of such agreement, Dell's standard Customer Master Services Agreement ("CMSA"), which can be obtained at www.dell.com/servicecontracts. • PartnerDirect Certified Partners or Registrants and Authorized Resellers: This Service is provided for resale by Dell's authorized resellers in connection with Dell's Terms and Conditions of Sale for Persons or Entities Purchasing to Resell,which can be obtained at www.dell.com/servicecontracts. Service Overview Dell and/or your Dell Authorized Reseller is pleased to provide Basic Hardware Service (the "Service" or "Basic") in accordance with the applicable service response level identified below. Customers applicable service response level is identified on Customer's order acknowledgement, invoice or receipt for the Supported Product(s). Available service response levels include the following: • Return for Repair—Mail-In Service(MIS) • Parts Only Service yy,. • Next Business Day Onsite Service(NED) • Advanced Exchange Service This Service provides technical support options (telephone, Internet, etc.) and service parts and related labor services to repair andlor replace defect(s) in workmanship occurring within the hardware warranty period applicable to Customer's Supported Product(s)("Qualified Repair(s)"). Supported Products: Basic Hardware Services are available on select Dell Optiplex-, Latitude'"', Dell Precision-, Vostro-, Dell Printers, PowerEdge-, PowerEdge SC- PowerVaultTM, PowerConnectTM, Dell EqualLogicTM and Dell I EMC Storage Systems-which are purchased in a standard configuration. Each Supported Product is tagged with a serial number(the"Service Tag").A separate Basic Hardware Service agreement must be purchased by the Customer for each Supported Product. For example, a printer purchased with a laptop system is not covered by the laptop system's service contract:The printer and the laptop will each have a separate Service contract. Please read this Service Description carefully and note that Dell and/or the Dell Authorized Reseller reserves the right to change or modify any of the terms and conditions set forth in this Service Description at any time. BASIC HARDWARE SERVICE CONSISTS OF: 1)TECHNICAL SERVICE AND SUPPORT, AND 2)SERVICE PARTS AND RELATED LABOR SERVICES. 1.TECHNICAL SERVICE AND SUPPORT All Basic Hardware service offerings,except Parts Only Service,are entitled to the following technical service and support • Telephone support services, which provides hardware troubleshooting during local business hours excluding local national holidays. • 240 technical support service through Internet based chat and e-mail ti+ ®200 8-2009 Dell Inc.Al Rights Reserved Basic Hardware Service Description v2.1 04/132009 Page 1 of 7 • Repair and resolution of defects in materials and workmanship according to the response level of service purchased by the Customer. • Note: Service offerings may vary by geographic region. For Supported Products purchased from Dell Authorized Resellers, the Customer may contact Dell or the Dell Authorized Reseller to identify applicable service level for Supported Products. Contacting Dell for Service Low-Urgency Technical Service Resolution: For issues that are of low urgency,please consider contacting Dell technical support service through e-mail and instant online chat available at www.su000rt.dell.com. Technical Support Service—Telephone Resolution: Basic Hardware Service Analysts ("Dell Analysts")are available by telephone during local business hours Monday-Friday, excluding local national holidays. Telephone support numbers are available at www.su000rt.dell.com. Before contacting Dell,please have the following available: • The Supported Products 1) Service Tag Number,2) Express Service Code and 3)Model Number. In general,the Service Tag Number and Express Service Code are located on a label affixed to the Supported Product. • A description of the problem and any troubleshooting steps taken prior to calling Technical Service. • The case number if one has already been assigned through prior contact with Dell Service staff. • The current version of the operating system. • Physical access to the Supported Product during the troubleshooting process. Please contact Dell or the Dell Authorized Reseller via telephone. During the phone call, the Dell Analyst will ask for the Service Tag Number and Express Service Code. The Dell Analyst will also verify the service level and any expiration of services for the Supported Product. Then, the Dell Analyst will begin a series of troubleshooting steps to help diagnose the issue. • When requested,the Customer should identify error messages received and when they occur. • The Customer should be prepared to share with the Dell Analyst the steps that have already been attempted to resolve the issue prior to contacting Dell technical support. Lr.." The Dell Analyst may ask that the Customer open the product case, remove hardware, manipulate software or perform other diagnostic activities. Failure to assist in or allow remote diagnosis may result in a service fee for onsite diagnostic services. • If the Customer does not wish to, or is not able to perform the initial phone-based troubleshooting steps with the Dell Analyst,the Customer may upgrade their Basic Hardware Service to"Dell ProSupport with Onsite Diagnosis" resolution service from Dell or the Dell Authorized Reseller,if available. • If the product is outside its applicable hardware warranty term,there may be a fee for diagnosis and remedy. `.• 02008-2009 Dell Inc.Al Rights Reserved Basic Hardware service Description v2.1 04113/2009 Page 2 of 7 LL� 2. SERVICE PARTS AND RELATED LABOR SERVICES Regardless of the service response level purchased, some component parts are specifically designed for easy Customer removal and replacement: such parts are designated as Customer Self Replaceable (CSR). If during the diagnosis, the Dell Analyst determines that the repair can be accomplished with a CSR designated part, Dell will ship the CSR designated part directly to the Customer.CSR parts fall into two categories: • Optional CSR parts—These parts can be replaced by the Customer. Depending on the type of service that was purchased with the Supported Product,Dell may provide an Onsite Technician to replace the parts. • Mandatory CSR parts — These are parts that the Customer must replace themselves. Dell does not provide installation labor for them. If the Customer requests that Dell and/or the Dell Authorized Reseller replace these parts,the Customer will be charged a fee for this service. The freight method used to ship the CSR part is based on the level of service purchased by the Customer. • Service parts for customers with Next Business Day Service will be shipped via a next business day freight method. • Service parts for customers with Return for Repair Service will be shipped via ground freight service. Once the Dell Analyst has determined whether it is necessary to replace a part or return the system, the Customer will be informed of the next steps to take. Depending on the service level that was purchased by the Customer,the following options will apply: A.Return for Repair There are three types of Return for Repair service: Mail-In Service, Carry-In Service or Collect and Return Service. Return for Repair service options vary according to the type of service purchased and the Customers geographical location. Return for Repair-Mail-in Service(MIS) Return for Repair—Mail-in Service is initiated by calling Dell technical support as outlined above. During the telephone- based troubleshooting process, the Dell Analyst will determine if the issue requires that the Supported Product be sent �..,. to a Dell-designated repair center to support a Qualified Repair. Should it be necessary to send the Supported Product to the repair center,the Dell Analyst will dearly explain the procedures to follow and the next steps for the Customer to take.Typical cycle time, including shipping to and from the repair center,is 10 business days from date of shipment. General Mail-in Service Procedures: • Shipping procedure: During the telephone-based trouble shooting process, the Dell Analyst will provide instructions on how to return the product to the Dell-designated repair center.The Supported Product must be shipped to the address given to the Customer by the Technician, • Clearly display the Return Authorization Number on the outside of the shipping box. The Return Authorization Number will be provided by the Dell Analyst. • To expedite repair or replacement,enclose a brief description of the issue in writing. • Package the product being returned in its original packaging. If the original packaging is not available,the Dell Analyst may assist by providing packaging;however a fee may apply for this service. • Shipping precautions: The Customer should not send manuals, confidential, proprietary or personal information or removable media such as floppy disks, DVDs, PC Cards, etc. Dell is not responsible for lost or corrupted data, damaged or lost media or the Customer's confidential,proprietary or personal information. B.Parts-Only Service For Customers with Parts-Only Service, Dell will make replacement parts available to Customers on an exchange basis to support a Qualified Repair(s). Dell may provide whole unit exchanges of such third party hardware rather than the exchange of individual parts. Dell includes a prepaid shipping container with each replacement part to allow the Customer to return the original defective part back to Dell. Parts-Only Service does not include Technical Support Service. C.Next Business Day Onsite Service �✓ ®200&2009 Dell Inc.All Rights Reserved Basic Hardware Service Description v2.1 04/13/2009 Page 3 of 7 W During the telephone based troubleshooting, the Dell Analyst will determine if an Onsite Service Technician must be dispatched to support a Qualified Repair. For Next Business Day Onsite Service, a technician typically arrives onsite the next business day. There are specific restrictions and terms to this Service: • Technicians are available Monday-Friday,excluding local national holidays,from 8:00 am to 6:00 pm local time. • Calls received/dispatches made after 5:00 pm local time will require an additional day for the Technician to arrive. • In the event that additional parts/ resources are required once the Onsite Technician is at the Customer's site, work may be temporarily suspended.Work will resume when those additional parts/resources are available. - Missed Service Visit: If the Customer or Customer's authorized representative is not at the location when the Onsite Technician arrives, the Technician cannot complete the required service. If possible, the Onsite Technician will leave a card to let the Customer know that they were there. If this occurs,the Customer may incur an additional charge for a follow-up service call. D.Advanced Exchange Service Certain Supported Products can be purchased with Advanced Exchange Service to support a Qualified Repair(s). If the Dell Analyst determines that the Supported Product requires a Qualified Repair(s), Dell may choose to ship a replacement product to the Customer's business location. The replacement product will be shipped via ground shipping. In some instances, at Dell's discretion, an Onsite Technician may also be dispatched to replace/ install the replacement product. Upon receipt of the replacement product, the Customer must return the defective Supported Product to Dell by taking the defective Supported System to the designated return carrier location within 3 business days. Should the Customer fail to return the defective Item,a fee will be charged. Dell EqualLogic Software Updates Basic Hardware Support for select Dell EqualLogic Supported Products, including the Dell EqualLogic PS Series, includes both maintenance software updates and the introduction of new features to firmware and core software such as SAN HQ, Auto Snapshot Manager and the Host Integration Tcolkit(for the service period indicated on the invoice). Patches and Bug Fixes. Dell will periodically release patches and bug fixes to the applicable Enterprise Storage Software for purposes of maintaining operating system compatibility and/or database compatibility; and any error corrections, workarounds .v and/or patches needed to maintain conformance to the documentation for the applicable Enterprise Storage Software. New Versions. New versions or releases of the applicable Enterprise Storage Software are generally made available by Dell at no additional charge to licensees for Enterprise Storage Software that is installed on a Supported Product covered by a Dell limited warranty or an annual service or maintenance contract. New Versions generally consist of releases that contain patches and bug fixes, changes that reflect an expansion or extension of existing features, and changes that include substantial new features,functions or capabilities. Dell EqualLogic Support Renewal Rates are available at: httl?://www.dell.com/ProSkini)orL/EQLpriceiist r ©200a2009 Dell Inc.All Rights Reserved Basic Hardware Service Description v2.1 04113/2009 Page 4 of 7 i L° Hardware Coverage Limitations: 1 SATA hard drives in PowerEdgeTM, PowerEdge SCTM and PowerVautt' systems carry the lesser of either a 1-year !,. limited hardware warranty or the length of the limited hardware warranty for the Dell system with which the SATA hard drive is shipped. • Portable computer batteries carry the lesser of either'a 1-year limited hardware warranty or the length of the limited hardware warranty for the Dell computer with which the battery is shipped. • Your PERCS or PERC 6 battery may provide up to 72 hours of controller cache memory backup power when new. Under the 1-year limited hardware warranty, we warrant that the battery will provide at least 24 hours of backup coverage during the 1-year limited hardware warranty period. • Projector lamps carry a 90-day limited hardware warranty. • Memory carries a lifetime limited hardware warranty. • The limited hardware warranty for monitors purchased independent of a system lasts for the time period indicated on your packing slip.Monitors purchased with a system are covered by the system limited hardware warranty. • PDAs,earphones,and remote inline controls carry a 1-year limited hardware warranty. • Other add-on hardware carries the longer of either a 1-year limited hardware warranty for new parts and a 90-day limited hardware warranty for reconditioned parts or, for both new and reconditioned parts, the remainder of the warranty for the Dell computer on which such parts are installed. Additional hardware coverage limitations may apply. Please see www.dell.com/warran[v or your invoice or contact Dell technical support for more details. Not Included With Basic Services: • Operating system software or database assistance Media replacement for non-Dell branded software (for example, Microsoft® Office) or for software that Dell no longer ships with new systems • Assistance with configuration,optimization, installation,relocation or upgrades • Access to senior-level engineers • Fast-Track Dispatch service(s) • Global Command Center mission critical monitoring • Emergency dispatch or Customer determined incident severity levels • Case Management or escalation management • Warranty, repair or any other type of service for third party products or Collaborative Service with third party vendors/partners • Accessories,operating supplies, peripherals or parts such as batteries,frames and covers • Installation services for Mandatory Customer Replaceable Unit(CSR)parts • Preventative maintenance • Service or repairs for any damage to or defect in the Supported Product that is purely cosmetic and which does not affect the device functionality. Dell will not repair wear and tear on the device for superficial items such as scratches and dents. • Service for equipment damaged by misuse, accident or abuse of the Supported Product and components(such as, but not limited to, use of incorrect line voltages, use of incorrect fuses, use of incompatible devices and accessories, improper or insufficient ventilation or failure to follow operating instructions), modification, unsuitable physical or operating environment, improper maintenance by the Customer (or Customer's agent), moving the Supported Product, removal or alteration of equipment or parts identification labels or failure caused by a product for which Dell is not responsible. • Repairs necessitated by software problems, or as a result of alteration,adjustment, or repair by anyone other than Dell, Dell's Authorized Reseller or Service Provider or by customers utilizing Customer Self Replaceable (CSR) parts. • Service for damage resulting from an Act of God such as, but not limited to: lightning, flooding, tornados, earthquakes,or hurricanes. • Any recovery or transfer of data • Any activities or services not expressly described in this Service Description Customer Responsibilities • Authority to Grant Access. Customer represents and warrants that the Customer, Dell and if applicable the Dell Authorized Reseller will have access to and use of the Supported Product,the data on it,and all hardware and software components included in it, for the purpose of providing these Services. If the Customer does not already have that permission, it is the Customer's responsibility to obtain it, at the Customer's expense, prior to asking Dell to perform /s+ these Services. E`r/) C 200 8-2009 Dell Inc.All Rights Reserved Basic Hardware Service Description v2.1 0411312009 Page 5 of 7 W • Cooperate with Dell Analyst and Onsite Technician. Customer agrees to cooperate with and follow the instructions given by the Dell Analyst. • Maintain Software and Serviced Releases. Customer must maintain software and Supported Product(s) at Dell- specified minimum release levels or configurations as specified on PowerLink for Dell I EMC Storage or EqualLogic' , or as specified on www.su000rt.dell.com for Supported Products. Customer must also ensure installation of remedial replacement parts, patches, software updates or subsequent releases as directed by Dell in order to keep the Supported Product(s)eligible for this Service. • Third-Party Warranties. Basic Hardware Service may require that Dell access hardware or software that is not manufactured by Dell. Some manufacturers warranties may become void if Dell or anyone other than the original manufacturer performs work on their products. It is the Customer's responsibility to ensure that Dell's andlor its Authorized Reseller service performance do not affect such warranties or, if it does,that the effect will be acceptable to the Customer. DELL AND DELL'S AUTHORIZED RESELLERS DO NOT TAKE RESPONSIBILITY FOR THIRD PARTY WARRANTIES OR FOR ANY EFFECT THAT THE DELL SERVICES MAY HAVE ON THOSE WARRANTIES. • Onsite Obligations. For Onsite Service Services, the Customer must provide free, safe and sufficient access to the Customer's facilities and the Supported Product(s). Sufficient access includes ample working space, electricity and a local telephone line. A monitor or display, a mouse and a keyboard should also be provided to the Technician if the Supported Product does not already include those Items. • Return Defective Parts. If a Dell Analyst delivers a replacement unit to Customer, the Customer must relinquish the defective System or component thereof, unless Customer has purchased "Keep Your Hard Drive' service for the affected system in which case Customer may retain the respective hard drve(s). If the Customer fails to comply with the responsibilities and terms outlined in this Service Description (available at www.deli.com/servicecontrects),then Dell or its Authorized Reseller is not obligated to provide Service. Customer Data Backup Responsibilities Complete a backup of all existing data and programs on all affected systems prior to the delivery of this Service. DELL WILL HAVE NO LIABILITY FOR LOSS OR RECOVERY OF DATA OR PROGRAMS or loss of use of system(s) arising out of the services or support or any act or omission,including negligence,by Dell or a third-party service provider. Important Additional Information A. Assignment. Dell may assign this Service and/or Service Description to qualified third party service providers. B. Whole Unit Replacement If the analyst determines that the component of the defective Supported Product is one that is easily disconnected and reconnected (such as a keyboard or monitor), or if the analyst determines that the Supported Product is one that should be replaced as a whole unit, Dell reserves the right to send Customer a whole replacement unit. If a Dell technician delivers a replacement unit to Customer, Customer must relinquish the defective System or component thereof to the Dell technician, unless Customer has purchased Keep Your Hard Drive for the affected system in which case Customer may retain the respective hard drive(s). If Customer does not relinquish the defective unit to the Dell technician as required above,or if(in the event the replacement unit was not delivered in person by a Dell technician)the defective unit is not returned within ten (10)days, Customer agrees to pay Dell for the replacement unit upon receipt of invoice. If Customer fails to pay such invoice within ten If 0)days after receipt, in addition to any other legal rights and remedies available to Dell, Dell may terminate this Service Description upon notice. C. Cancellation. Subject to the applicable product and services return policy for Customers geographic location, Customer may terminate this Service within a defined number of days of Customers receipt of the Supported Product by providing Dell with written notice of cancellation. If Customer cancels this Service within that period, Dell will send Customer a full refund less the costs of support claims, if any, made under this Service Description, However, if that period has transpired since Customer's receipt of the Supported Product, Customer may not cancel this Service except as provided by an applicable statelcountry/province law which may not be varied by agreement. Dell may cancel this Service at any time during the Service term for any of the following reasons: • Customer fails to pay the total price for this Service in accordance with the invoice terms; • Customer refuses to cooperate with the assisting analyst or on-site technician;or • Customer fails to abide by all of the terms and conditions set forth in this Service Description. If Dell cancels this Service, Dell will send Customer written notice of cancellation at the address indicated on Customers invoice.The notice will include the reason for cancellation and the effective date of cancellation,which will be not less than ten (10) days from the date Dell sends notice of cancellation to Customer, unless state law requires other cancellation provisions that may not by varied by agreement. IF DELL CANCELS THIS SERVICE PURSUANT TO THIS PARAGRAPH, CUSTOMER SHALL NOT BE ENTITLED TO ANY REFUND OF FEES PAID OR DUE TO DELL. Q 2009-2009 Dell Inc.All Rights Reserved Basic Hardware Service Description v2.1 0411312009 Page 6 of 7 D. Relocation. This Service will be delivered to the site(s)indicated on the Customers invoice. This Service is not available at all locations. Dell's obligation to supply the Services to relocated Supported Products is subject to local service availability and may be subject to additional fees, and to inspection and recertification of the relocated Supported Products at Dell's then current time and materials consulting rates. Customer will provide Dell with sufficient and safe access to Customers facilities at no cost to Dell for Dell to fulfill Dell's obligations. E. Parts Stocked. Dell currently stocks parts in various locations throughout the world. Selected parts ay not be stocked in the location closest to the customer's site. If a part that is needed to repair the Supported Product is not available from a Dell facility near the customer's location and must be transferred from another facility, response times may be impacted. F. Support Limitations. Dell is not liable for any failure or delay In performance due to any cause beyond its control. Service extends only to uses for which the Supported Product was designed. G. Service Parts Ownership. All Dell service parts removed from the Supported Product and returned to Dell become the property of Dell. Customer must pay Dell at the current retail price(s)for any service parts removed from the System and retained by Customer (except for hard drives from systems covered by Keep Your Hard Drive service) if Customer has received replacement parts from Dell. Dell uses new and reconditioned parts made by various manufacturers in performing warranty repairs. H. Optional Services. Optional services(including point-of—need support,installation,consulting,managed, and professional, support or training services)may be available for purchase from Dell and will vary by Customer location. Optional services may require a separate agreement with Dell. In the absence of such agreement, optional services are provided pursuant to this Agreement. I. Term and Renewal. Customer will receive Services for the term indicated on Customer's Dell invoice. Prior to the expiration of the service term, Customer may be entitled to extend the term depending on available options then in effect and in accordance with Dell's then-current procedures. In addition, Dell may, at its option, propose to renew this Service by sending Customer an invoice to renew the Services. Customer may,at its option (where permitted by law), agree to such renewal of the Services by paying such invoice by the due date. Payment of renewal invoices shall indicate Customer's agreement to extend the tens of this Service. By renewing this Service, Customer agrees that the then-current terms will apply to the renewal period. If Customer elects not to pay a renewal invoice, Services will be discontinued as of the expiration date set forth on the original or last paid ,r+ Customer invoice. g J. Transfer of Service. Subject to the limitations set forth in this Service Description, Customer may transfer this Service to a third party who purchases Customers entire Supported Product before the expiration of the then-current service term, provided Customer is the original purchaser of the Supported Product and this Service, or Customer purchased the Supported Product and this Service from its original owner (or a previous transferee) and complied with all the transfer procedures. A transfer fee may apply.Notwithstanding the foregoing provisions, Service for Dell EqualLogic products is not transferrable. Customers wishing to transfer ownership of Dell EqualLogic products should advise any potential transferee to contact Dell at eclx-customer-service0dell.com to discuss possible transfer of license, warranty and/or service for the Supported Product(s). Additional terms, conditions and fees may apply to any such transfer, and Dell may, in its sole discretion,refuse to allow any such transfer for any reason or no reason. Please note that if Customer or Customer's transferee moves the Supported Product to a geographic location in which this Service is not available or not available at the same price as Customer paid for this Service, Customer may not have coverage or may incur an additional charge to maintain the same categories of support coverage at the new location. If Customer chooses not to pay such additional charges, Customer's Service may be automatically changed to categories of support which are available at such price or a lesser price in such new location with no refund available. PowerEdge",PowerEdge SCTM,PowerVault-,PowerConnectTM,Dell EquelLoglcTM and Dell I EMC Storage SysfemsTM are trademarks of Dell Inc. ©2008-2009 Dell Inc.All Rights Reserved Basic Hardware Service Description v2.1 04113/2009 Page 7 of 7