Dell | ASAP Software, Inc. Sales Terms and Conditions
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE PLACING ANY ORDER VIA E-WAY. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU AND YOUR DESIGNEES ARE AUTHORIZED TO MAKE PURCHASES ON THIS ACCOUNT AND ALL PURCHASES ARE SUBJECT TO THE PROVISIONS OF THIS AGREEMENT.
"You" and "YOU" as used in this agreement means you or any person or entity on whose behalf you request place an order. "Dell" means Dell Inc. and its affiliates, including but not limited to ASAP Software Express, Inc. and the Dell entity on your invoice. By submitting an order, you represent and warrant that you have the legal authorization to order and purchase software licenses and related products sold over this Web site ("Products"). This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and Dell.
1.0 If you are designated as a "Site Supervisor" through E-Way, you understand that by participating in E-Way, you will have access to information including your contract pricing and activity reports as well as access to online ordering of products. In addition, you will have the ability to set up users and user rights for employees of your company. You also understand that by participating in E-Way that you and your designated end users or groups will have access to Dell confidential information. This authority requires that you agree to the following:
1.1. The passwords that are provided cannot be shared with anyone other than the designated user or group. Additional users or groups must be set up with their own log-in and password.
1.2. You will not demonstrate or discuss E-Way with anyone outside your organization or disclose the prices contained in the system, without the permission of Dell.
1.3. If you change the data retrieved in E-Way reports, it may impact the validity and accuracy of the data, any E-Way reports and any proof-of-purchase provided by Dell will be null and void.
2.0 You understand and agree that if Dell has extended credit or credit terms to you, you will pay a late payment charge of 1.5 percent per month, or the maximum rate permitted by applicable law, whichever is less, on any past due amount for each calendar month or fraction thereof. All amounts payable are due in United States dollars.
2.1. You will not use E-Way to do any of the following:
(a) upload, post, publish, reproduce, distribute, create derivative works based upon, or participate in the transfer or sale, or in any way exploit any information, software or other material obtained through this Web site ("Site"), without obtaining written permission of the copyright or proprietary right holder thereof;
(b) knowingly post or transmit any information or software which contains a virus, worm, or other harmful component;
(c) post or transmit any unlawful or obscene material or information;
(d) effect or participate in any activity or falsify or "spoof" this Site or information provided by or to Dell or to other users in connection with the use of this Site.
2.2. You agree to indemnify and hold Dell and its affiliates, and its and their directors, employees and agents harmless from any and all liabilities, cost, and expenses, including reasonable attorney's fees related to or arising from:
(a) the use of the Site or the placement or transmission of any message, information, software or other material on the Site by you;
(b) reckless, negligent or willful acts or omissions by you in connection with the use of the Site or Products or installation of the Products;
(c) claims of copyright or other infringement resulting from your use of the site or Products.
2.3. Prices are subject to change without notice. Although we try to assure pricing and data within E-Way is as accurate as possible, sometimes an inaccurate price or even a $0 price may appear due to system error. We regret any inconvenience this may cause you, however we reserve the right to adjust inaccurate pricing. The data contained in E-Way reports is intended to be accurate, but it may contain errors and/or omissions, primarily due to the timing and definition of the database queries. Accordingly, the information contained in reports generated by E-Way should be verified by you for accuracy before using for audit, financial reporting or contract compliance purposes. Please report any data discrepancies to your sales representative.
2.4. Dell may elect to update, modify, change or terminate all or any part of the functionality available through the Site, including modification or termination of the ability to place orders or make inquiries at any time in the future.
3.0 Unless you have a separate purchase agreement with Dell, all purchases of Product via E-Way are subject to Dell's standard terms and conditions of sale located at http://www.dell.com/content/topics/global.aspx/policy/en/policy?c=us&l=en&s=gen&~section=012 ("Purchase Terms"). The Purchase Terms are hereby incorporated by this reference and will apply in full to this Agreement and your purchases from Dell and any affiliate of Dell.