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| 1 | +PLEASE READ THIS LICENSE AGREEMENT ("AGREEMENT") CAREFULLY. THIS AGREEMENT |
| 2 | +IS A BINDING LEGAL AGREEMENT ENTERED INTO BY AND BETWEEN YOU (OR IF YOU ARE |
| 3 | +ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN THE ENTITY THAT |
| 4 | +YOU REPRESENT) AND DELL TECHNOLOGIES, INC. ("DELL" "WE" "OUR" OR "US"). |
| 5 | +THIS IS THE AGREEMENT THAT APPLIES TO YOUR USE OF THE DESIGNATED BINARY |
| 6 | +FILES (COLLECTIVELY, "BINARIES"). BY DOWNLOADING, INSTALLING OR OTHERWISE |
| 7 | +USING THE BINARIES, YOU ARE ACCEPTING THIS AGREEMENT AND YOU AGREE TO BE |
| 8 | +BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, |
| 9 | +DELL IS UNWILLING TO AND DOES NOT LICENSE THE BINARIES TO YOU. IF YOU DO |
| 10 | +NOT AGREE TO THESE TERMS, YOU MAY NOT DOWNLOAD, INSTALL OR OTHERWISE USE |
| 11 | +THE BINARIES OR RETAIN ANY COPIES OF THE BINARIES. ANY POSSESSION OR USE OF |
| 12 | +THE BINARIES BY YOU IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN |
| 13 | +THIS AGREEMENT. |
| 14 | + |
| 15 | +1. RIGHT TO USE BINARIES; RESTRICTIONS. |
| 16 | + |
| 17 | +1.1 License. Subject to the terms and conditions of this Agreement, |
| 18 | +including, without limitation, the restrictions, conditions, limitations |
| 19 | +and exclusions set forth in this Agreement, DELL hereby grants to you a |
| 20 | +non‑exclusive, limited license under DELL's copyrights to, without |
| 21 | +modification: (i) download, install and use the Binaries; and (ii) to |
| 22 | +reproduce and redistribute the Binaries. |
| 23 | + |
| 24 | +1.2 Redistribution Restrictions. Redistribution of the Binaries is subject |
| 25 | +to the following restrictions: (i) Binaries may only be redistributed |
| 26 | +without modification in binary format; (ii) redistribution of the Binaries |
| 27 | +must include the license file setting forth the terms and condition of |
| 28 | +this Agreement; (iii) you may not use Dell Technologies' or its affiliates |
| 29 | +or subsidiaries name, logo or trademarks; and (iv) copyright or any other |
| 30 | +notices that appear on the Binaries may not be removed or obscured. |
| 31 | + |
| 32 | +1.3 Additional Restrictions. Except as expressly permitted by this |
| 33 | +Agreement, you shall have no right to sublicense, transfer or otherwise |
| 34 | +disclose the Binaries to any third party. You shall not reverse engineer, |
| 35 | +reverse assemble, reverse translate, decompile or reduce to source code |
| 36 | +form any portion of the Binaries. Except for the purposes expressly |
| 37 | +permitted in this Agreement, you shall not use the Binaries for any other |
| 38 | +purpose. DELL (or its licensors) shall retain title and all ownership |
| 39 | +rights in and to the Binaries and all copies thereof. You shall not |
| 40 | +subject the Binaries to any third‑party license terms (e.g., open source |
| 41 | +license terms). DELL hereby reserves all rights not expressly granted |
| 42 | +herein. |
| 43 | + |
| 44 | +1.4 Third Party Software. The Binaries may contain code owned by third |
| 45 | +parties. Such third‑party code may be licensed under additional terms and |
| 46 | +conditions if separately included. You agree to comply with all terms and |
| 47 | +conditions imposed on you in such applicable third‑party licenses, if any. |
| 48 | +Those terms and conditions may impose additional obligations on you as a |
| 49 | +condition to the permitted use of such third‑party code. |
| 50 | + |
| 51 | +1.5 No Technical Support. DELL is under no obligation to provide any form |
| 52 | +of technical support for the Binaries, and if DELL, in its sole discretion, |
| 53 | +chooses to provide any form of support or information relating to the |
| 54 | +Binaries, such support and information shall be at DELL’s full discretion. |
| 55 | + |
| 56 | +2. WARRANTY DISCLAIMER. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE |
| 57 | +DOWNLOAD, INSTALLATION OR OTHER USE OF THE BINARIES IS AT YOUR SOLE RISK. |
| 58 | +THE BINARIES AND TECHNICAL SUPPORT, IF ANY, ARE PROVIDED "AS IS" AND |
| 59 | +WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. NO WARRANTIES, |
| 60 | +EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE BINARIES OR ANY OTHER |
| 61 | +INFORMATION OR DOCUMENTATION PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT |
| 62 | +NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR |
| 63 | +PURPOSE OR AGAINST INFRINGEMENT, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING |
| 64 | +OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. |
| 65 | + |
| 66 | +3. NO OTHER LICENSES OR INTELLECTUAL PROPERTY RIGHTS. Neither this |
| 67 | +Agreement, nor any act by DELL shall provide to You any license or any |
| 68 | +other rights, except for the rights expressly licensed under this |
| 69 | +Agreement. |
| 70 | + |
| 71 | +4. TERMINATION. This Agreement shall be effective upon acceptance, |
| 72 | +including any download, installation or other use of the Binaries by you |
| 73 | +and shall continue until terminated. You may terminate the Agreement at |
| 74 | +any time by deleting and destroying all copies of the Binaries. This |
| 75 | +Agreement terminates immediately and automatically, with or without |
| 76 | +notice, if you fail to comply with any provision hereof. |
| 77 | + |
| 78 | +5. LIMITATION OF LIABILITY. IN NO EVENT SHALL DELL, DELL'S AFFILIATES OR |
| 79 | +ITS LICENSORS BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL OR |
| 80 | +SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST |
| 81 | +SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THE USE OR INABILITY |
| 82 | +TO USE, OR THE DELIVERY OR FAILURE TO DELIVER, ANY OF THE DELIVERABLES, |
| 83 | +OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT, EVEN IF DELL HAS |
| 84 | +BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION |
| 85 | +OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER |
| 86 | +YOUR REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL |
| 87 | +PURPOSE. |
| 88 | + |
| 89 | +6. INDEMNIFICATION. You agree to indemnify and hold harmless DELL and its |
| 90 | +officers, directors, employees and successors and assigns against any |
| 91 | +and all third‑party claims, demands, causes of action, losses, liabilities, |
| 92 | +damages, costs and expenses, incurred by DELL (including but not limited |
| 93 | +to costs of defense, investigation and reasonable attorney's fees) arising |
| 94 | +out of, resulting from or related to any breach of this Agreement by you. |
| 95 | + |
| 96 | +7. ASSIGNMENT. You shall not assign this Agreement or any right or |
| 97 | +interest under this Agreement, nor delegate any obligation to be performed |
| 98 | +under this Agreement. |
| 99 | + |
| 100 | +8. COMPLIANCE WITH LAWS; APPLICABLE LAW. You agree to comply with all |
| 101 | +applicable local, international and national laws and regulations and |
| 102 | +with U.S. Export Administration Regulations, as they apply to the subject |
| 103 | +matter of this Agreement. This Agreement is governed by the laws of the |
| 104 | +State of Texas. |
| 105 | + |
| 106 | +9. CONTRACTING PARTIES. If the Binaries are downloaded, installed or |
| 107 | +otherwise used on any platform owned by a corporation or other legal |
| 108 | +entity, then this Agreement is formed by and between DELL and such |
| 109 | +entity. By taking any such actions, You represent and warrant to DELL that |
| 110 | +you have the authority to bind such entity to the terms and conditions of |
| 111 | +this Agreement. |
| 112 | + |
| 113 | +MISCELLANEOUS PROVISIONS. This Agreement constitutes the entire agreement |
| 114 | +between DELL and you regarding the subject matter hereof. If any of the |
| 115 | +provisions of this Agreement are determined to be invalid, illegal, or |
| 116 | +otherwise unenforceable, the remaining provisions shall remain in full |
| 117 | +force and effect. |
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