Dell SMA 200 Administration Manual page 509

relates to an identified or identifiable natural person or data considered to be personal data as defined
under Privacy Laws, and "Privacy Laws" means any applicable law, statute, directive or regulation
regarding privacy, data protection, information security obligations and/or the processing of Protected
Data.
Except as permitted herein or to the extent required by Privacy Laws or legal process, Dell shall not
disclose Protected Data to any third-party for any reason. Dell shall implement appropriate technical and
organizational measures to prevent unauthorized disclosure of or access to Protected Data by third
parties, and shall only store and process Protected Data as required to fulfill its obligations under this
Agreement and any applicable Orders. Dell shall make reasonable efforts to comply with Customer's
written instructions with respect to the Protected Data; however, Dell shall have no liability to Customer
for any breach of this Section resulting from Dell's acts or omissions in accordance with any such
instructions. Dell shall promptly notify Customer of any disclosure of or access to the Protected Data by
a third-party in breach of this Section and shall cooperate with Customer to reasonably remediate the
effects of such disclosure or access. Dell further affirms to Customer that Dell Software Inc. currently
abides by the safe harbor framework as set forth by the U.S. Department of Commerce regarding the
collection, use and retention of data from the European Union.
Customer hereby (i) represents that it has the right to send the Protected Data to Dell, (ii) consents for
Dell to store and use the Protected Data worldwide for the sole purpose of performing its obligations
under this Agreement and any applicable Orders, (iii) agrees that the Protected Data may be accessed
and used by Dell and its Representatives worldwide as may be needed to support Dell's standard business
operations, and (iv) agrees that Protected Data consisting of Customer contact information (for example,
email addresses, names) provided as part of Maintenance Services may be sent to Dell's third-party
service providers as part of Dell's services improvement processes.
17 Compliance Verification. Customer agrees to maintain and use systems and procedures to accurately
track, document, and report its installations, acquisitions and usage of the Software. Such systems and
procedures shall be sufficient to determine if Customer's deployment of the Software or, if applicable,
use of the SaaS Software is within the quantities, Product Terms, and maintenance releases to which it is
entitled. Dell or its designated auditing agent shall have the right to audit Customer's deployment of the
Software or, if applicable, use of the SaaS Software for compliance with the terms and conditions of this
Agreement and the applicable Order(s). Any such audits shall be scheduled at least ten (10) days in
advance and shall be conducted during normal business hours at Customer's facilities. Customer shall
provide its full cooperation and assistance with such audit and provide access to the applicable records
and computers. Without limiting the generality of the foregoing, as part of the audit, Dell may request,
and Customer agrees to provide, a written report, signed by an authorized representative, listing
Customer's then current deployment of On-Premise Software and/or the number of individuals that have
accessed and used SaaS Software. If Customer's deployment of the Software or, if applicable, use of the
SaaS Software is found to be greater than its purchased entitlement to such Software, Customer will be
invoiced for the over-deployed quantities at Dell's then current list price plus the applicable
Maintenance Services and applicable over-deployment fees. All such amounts shall be payable in
accordance with this Agreement. Additionally, if the unpaid fees exceed five percent (5 percent) of the
fees paid for the applicable Software, then Customer shall also pay Dell's reasonable costs of conducting
the audit. The requirements of this Section shall survive for two (2) years following the termination of
the last License governed by this Agreement.
18 SaaS Provisions.
a Data. Customer may store data on the systems to which it is provided access in connection with
its use of the SaaS Software (the "SaaS Environment"). Dell may periodically make back-up
copies of Customer data, however, such back-ups are not intended to replace Customer's
obligation to maintain regular data backups or redundant data archives. Customer is solely
responsible for collecting, inputting and updating all Customer data stored in the SaaS
Environment, and for ensuring that it does not (i) knowingly create and store data that actually or
potentially infringes or misappropriates the copyright, trade secret, trademark or other
intellectual property right of any third-party, or (ii) use the SaaS Environment for purposes that
would reasonably be seen as obscene, defamatory, harassing, offensive or malicious. If the Order
states where Customer data is to be stored, Dell will not move the data from the specified region
without notifying Customer, except if Dell is required to do so by law or legal process. Dell shall
have the right to delete all Customer data stored in connection with the use of the SaaS Software
thirty (30) days following any termination of this Agreement or any License to SaaS Software
granted hereunder.
Dell SonicWALL Secure Mobile Access 8.5
Administration Guide
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