Dell SMA 200 Administration Manual page 510

Customer represents and warrants that it has obtained all rights, permissions and consents
necessary to use and transfer all Customer and/or third-party data within and outside of the
country in which Customer or the applicable Customer Affiliate is located (including providing
adequate disclosures and obtaining legally sufficient consents from Customer's employees,
customers, agents, and contractors). If Customer transmits data to a third-party website or other
provider that is linked to or made accessible by the SaaS Software, Customer will be deemed to
have given its consent to Dell enabling such transmission and Dell shall have no liability to
Customer in connection with any claims by a third-party in connection with such transmission.
b Conduct. In connection with the use of SaaS Software, Customer may not (i) attempt to use or
gain unauthorized access to Dell's or to any third-party's networks or equipment; (ii) permit other
individuals or entities to copy the SaaS Software; (iii) provide unauthorized access to or use of
any SaaS Software or the associated access credentials; (iv) attempt to probe, scan or test the
vulnerability of the SaaS Software, the SaaS Environment, or a system, account or network of Dell
or any of Dell's customers or suppliers; (v) interfere or attempt to interfere with service to any
user, host or network; (vi) engage in fraudulent, offensive or illegal activity of any nature or
intentionally engage in any activity that infringes the intellectual property rights or privacy rights
of any individual or third-party; (vii) transmit unsolicited bulk or commercial messages; (viii)
intentionally distribute worms, Trojan horses, viruses, corrupted files or any similar items; (ix)
restrict, inhibit, or otherwise interfere with the ability of any other person, regardless of intent,
purpose or knowledge, to use or enjoy the SaaS Software (except for tools with safety and
security functions); or (x) restrict, inhibit, interfere with or otherwise disrupt or cause a
performance degradation to any Dell (or Dell supplier) facilities used to provide the SaaS
Environment. Customer shall cooperate with Dell's reasonable investigation of SaaS Environment
outages, security issues, and any suspected breach of this Section, and shall, at its expense,
defend Dell and its Affiliates from any claim, suit, or action by a third-party (a "Third-Party
Claim") alleging harm to such third-party caused by Customer's breach of any of the provisions of
this Section. Additionally, Customer shall pay any judgments or settlements reached in
connection with the Third-Party Claim as well as Dell's costs of responding to the Third-Party
Claim.
c Suspension. Dell may suspend Customer's use of SaaS Software (a) if so required by law
enforcement or legal process, (b) in the event of an imminent security risk to Dell or its
customers, or (c) if continued use would subject Dell to material liability. Dell shall make
commercially reasonable efforts under the circumstances to provide prior notice to Customer of
any such suspension.
19 General.
a Governing Law and Venue. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas, without giving effect to any conflict of laws principles that
would require the application of laws of a different state. Any action seeking enforcement of this
Agreement or any provision hereof shall be brought exclusively in the state or federal courts
located in Travis or Williamson County, Texas. Each party hereby agrees to submit to the
jurisdiction of such courts.
The parties agree that neither the United Nations Convention on Contracts for the International
Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this
Agreement, regardless of the states in which the parties do business or are incorporated.
b Assignment. Except as otherwise set forth herein, Customer shall not, in whole or part, assign or
transfer any part of this Agreement, the Licenses granted under this Agreement or any other
rights, interest or obligations hereunder, whether voluntarily, by contract, by operation of law or
by merger (whether that party is the surviving or disappearing entity), stock or asset sale,
consolidation, dissolution, through government action or order, or otherwise without the prior
written consent of Dell. Any attempted transfer or assignment by Customer that is not permitted
by this Agreement shall be null and void.
c Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction
to be contrary to law, such provision will be enforced to the maximum extent permissible by law
to effect the intent of the parties and the remaining provisions of this Agreement will remain in
full force and effect. Notwithstanding the foregoing, the terms of this Agreement that limit,
disclaim, or exclude warranties, remedies or damages are intended by the parties to be
independent and remain in effect despite the failure or unenforceability of an agreed remedy.
Dell SonicWALL Secure Mobile Access 8.5
Administration Guide
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