yourID Terms and Conditions
1. Your Acceptance of the Terms and Conditions.
and incorporated herein by reference; and (c) any and all modifications and amendments Dell may make to the foregoing terms and conditions. If you do not agree, please do not access or otherwise use the Site.
2. Dell Confidential Information.
The Site contains Dell confidential information, including but not limited to, product information (including information related to pre-production and pre-release products and their names, forms, features, functionalities, and market release dates), software, documentation, technical information, supplier information, and other business information related to Dell (“Dell Confidential Information”). You will keep all Dell Confidential Information strictly confidential for a period of three years, using at least the same degree of care as you use to protect your own confidential information, but no less than reasonable care. You will not disclose Dell Confidential Information to any third party without Dell's prior written consent. You may share Dell Confidential Information with only your employees who have a need to know and who are subject to legally binding obligations of confidentiality no less restrictive than those imposed by these Terms and Conditions. These confidentiality obligations do not apply to any Dell Confidential Information that (a) you can demonstrate was in your possession before receipt from Dell; (b) is or becomes publicly available through no fault by you; or (c) you rightfully received from a third party without a duty of confidentiality. If you are required by a government body or court of law to disclose any Dell Confidential Information, you agree to give Dell reasonable advance notice so that Dell may contest the disclosure or seek a protective order. You may use the Dell Confidential Information solely for the purpose of, and in connection with, your business relationship with Dell. No license or conveyance of any rights under any patent, copyright, trade secret, trademark or any other intellectual property right to Dell Confidential Information is granted under these Terms and Conditions except the limited right to use the Dell Confidential Information as expressly set forth in this paragraph. DELL MAKES NO WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE DELL CONFIDENTIAL INFORMATION. ALL DELL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". TO THE EXTENT PERMITTED BY LAW, DELL DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS, AND ASSUMES NO LIABILITY TO YOU FOR ANY DAMAGES OF ANY KIND IN CONNECTION WITH THE DELL CONFIDENTIAL INFORMATION OR ANY INTELLECTUAL PROPERTY IN THEM. Upon Dell's written request, you will promptly return all Dell Confidential Information, together with all copies, or certify in writing that all such Dell Confidential Information and copies thereof have been destroyed. You acknowledge that damages for improper disclosure of Dell Confidential Information may be irreparable and that Dell shall be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity.
3. User Content.
“User Content” means all materials, content, and information you provide to or from the Site, including but is not limited to text, data, graphics, stitch files, photographs, images, trademarks, logos, artwork, designs, and combinations thereof. “User Content” includes designs you generate through or from the Site. You are solely responsible for User Content. You hereby grant Dell and its affiliates and business partners (including contractors, resellers, and distributors) a limited, non-exclusive, royalty-free, worldwide, sublicenseable and transferable license to use, copy, reproduce, modify, adapt, alter, download, upload, display, publish, distribute, or transmit User Content in connection with yourID, the business relationship between you and Dell (including the performance of customization or services), and any additional purposes you permit. You represent and warrant that you have all appropriate licenses, rights, consents, permissions and approvals for you (a) to use, copy, reproduce, download, upload, modify, adapt, alter, display, publish, distribute, or transmit User Content to or from the Site and (b) to grant the license rights to Dell and its affiliates and business partners in these Terms and Conditions. You acknowledge that Dell does not pre-screen User Content, but that Dell and its designees shall have the right but not the obligation in their sole discretion to reject or remove any User Content at any time for any or no reason.
4. Prohibited Conduct.
You shall not take any action or use the Site in a way that violates any law or would create criminal or civil liability. Do not upload, copy, reproduce, publish, display, share, use, or transmit any User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual, proprietary, or moral right of any party, including rights of privacy or publicity. Do not upload, transmit, or distribute any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Do not upload, distribute, publish, post, or transmit false or misleading information. Do not frame or link to the Site. Do not “mirror” any material contained on this Site on any other server. The Site is available for your personal use only, and all commercial use of the Site is prohibited.
5. Additional Obligations.
In connection with your use of the Site, you agree to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations and applicable data privacy laws and regulations. The Site is controlled and operated from the United States. Dell makes no representation that materials in the Site are appropriate or available for use in other locations, and if access to them from a territory is illegal, you agree not to access such materials from that territory. You acknowledge and agree that Dell may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms and Conditions; (iii) respond to claims that any User Content violates the rights of third-parties; or (iv) protect the rights, property or personal safety of Dell, its users and the public.
Unless you and Dell have mutually agreed for Dell to test project deliverables for you, you understand that all project deliverables and samples provided via the Site are not tested or validated. It is recommended that you conduct first article inspection and test, verify, and validate all project deliverables before installing or deploying such deliverables on production units or providing them to your customers. Samples are for your internal use only, and you will not distribute any samples to customers nor use any samples on production units. Dell will have no liability for any issues, damages, or claims related to or arising from your distribution or use of samples that is not authorized by these Terms and Conditions or your failure to conduct first article inspection or to test, verify, or validate project deliverables.
You agree to defend, indemnify and hold Dell harmless from all claims, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (i) User Content, (ii) your use of the Site, (iii) your violation of these Terms and Conditions, (iv) your violation of any rights of a third party, or (v) your failure to conduct first article inspection or to test, verify, or validate project deliverables.
You agree that Dell, in its sole discretion, may terminate your use of the Site at any time, with or without notice. Dell may also deny your access to the Site if you do not comply with the terms and conditions of your OEM agreement (if any) with Dell. In its sole discretion, Dell may at any time discontinue providing the Site or any part thereof, with or without notice.
The Site may provide, or third parties may provide, links to other websites or resources. Because Dell has no control of such sites and resources, you acknowledge and agree that Dell is not responsible for the availability of such sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources or the policies of such sites and resources. Dell is not responsible or liable, direct or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
9. Disclaimer of Warranties.
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE AND THE INFORMATION, SERVICES, PRODUCTS, PROJECT DELIVERABLES, PROGRAMS AND MATERIALS AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DELL AND ITS AFFILIATES, CONTRACTORS, RESELLERS, DISTRIBUTORS, AND AGENTS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS AND OFFICERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DELL DOES NOT WARRANT THAT (I) THE SITE OR ITS CONTENT (INCLUDING PROJECT DELIVERABLES) WILL MEET YOUR REQUIREMENTS, OR (II) THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, PROJECT DELIVERABLES, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, OR (IV) THAT DEFECTS, IF ANY, WILL BE CORRECTED. YOU AGREE THAT DELL SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU IN CONNECTION WITH THE SITE OR ANY CONTENT (INCLUDING PROJECT DELIVERABLES) CONTAINED THEREIN.
YOU EXPRESSLY AGREE THAT USE OF THE SITE, INCLUDING ALL CONTENT, PROJECT DELIVERABLES, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE SITE, IS AT YOUR SOLE RISK
YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS, YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, PROJECT DELIVERABLES, DATA AND/OR SOFTWARE. YOU ACKNOWLEDGE THAT DELL DOES NOT CONTROL INFORMATION, PRODUCTS OR SERVICES WHICH ARE OFFERED BY THIRD PARTIES ON OR THROUGH THE SITE. EXCEPT AS OTHERWISE AGREED IN WRITING, DELL AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PROJECT DELIVERABLES DISTRIBUTED OR MADE AVAILABLE THROUGH THE SITE. YOU ACKNOWLEDGE THAT DELL MAKES NO WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF YOUR INFORMATION TRANSMITTED THROUGH THE SITE WILL BE MAINTAINED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DELL OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
10. Limitation of Liability.
UNDER NO CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL DELL OR ITS PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, AFFILIATES, DIRECTORS, AGENTS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, LOSS OF GOODWILL, LOSS OF PROFIT, BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE PROJECT DELIVERABLES OR MATERIALS ON THE SITE, EVEN IF DELL OR ITS CONTRACTOR OR REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DELL SHALL NOT BE LIABLE FOR ANY CLAIM BROUGHT MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION FOR SUCH CLAIM FIRST AROSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING, YOU AGREE THIS LIMITATION OF LIABILITY SECTION SHALL NOT APPLY TO LIMIT YOUR RESPONSIBILITIES UNDER SECTION 5 (INDEMNITY).
11. Data Privacy.
In this section 11, the terms “data controller”, “data processor”, “personal data” and “processing” shall be as defined in the European Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data (“Directive”) as amended or superseded from time to time. This section 11 will apply when personal data is transmitted to Dell from EU member states and other European countries where the Directive has been transposed and implemented into such country’s national legislation (collectively “Member States”) in connection with these Terms and Conditions. To the extent you are data controller for the purpose of any personal data processed under or in connection with these Terms and Conditions, you shall comply with the provisions and obligations imposed by the Directive to the extent required by that legislation of each party. As data controller, you confirm that you have obtained all necessary authorizations for lawful processing, prior to passing personal data to Dell. Dell shall use its reasonable efforts to assist you to comply with your obligations, as data controller, to respond to requests for access to your records made by individuals to whom the personal data relates, subject to the payment by you of Dell’s reasonable professional charges for the time engaged by Dell staff in so doing. You authorize Dell to collect, use, store and transfer the personal data you provide to Dell for the purposes of performing customization or services and for any additional purposes related to yourID or your business relationship with Dell, pursuant to these Terms and Conditions. Dell may, in the normal course of its business, make worldwide transfers of personal data on its corporate systems, to other entities, agents or subcontractors in the same group of companies, or to other relevant business partners who may have incidental access to personal data. Dell shall not be liable for any claim brought by you or a data subject arising from any action or omission by Dell to the extent that such action or omission resulted from compliance by Dell with your instructions.
12. Term and Conditions Revisions.
Dell may at any time revise these Terms and Conditions by updating this posting. By using this Site, you agree to be bound by any such revisions thus you should periodically visit this page to review the then current Terms and Conditions to which you are bound.
13. Entire Agreement, Severability and Assignment.
The Terms and Conditions is the entire agreement between you and Dell with respect to its subject matter. If any provision of the Terms and Conditions should be found to be void or unenforceable, such provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of these Terms and Conditions will remain in full force and will not be terminated. These Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Dell without restriction. By using Dell software provided hereunder, you accept the terms of the Dell Software License Agreement (S Version), which may be found at www.dell.com/licenseagreements.
14. Governing Law.
Any claim relating to, and the use of, the Site, project deliverables, and the materials contained therein or these Terms and Conditions shall be governed by the laws of the State of Texas, USA, without regard to conflicts of law.
Version 2 date: November 11, 2016