Service Description Dell Modular Services Subscription Agreement

Transcription

1 Service Description Dell Modular Services Subscription Agreement Terms & Conditions Overview This agreement ( Agreement ) is entered into between the customer ( You or Customer ) and Dell. For purposes of this Agreement the term Dell shall mean the Dell entity identified on the Customer s invoice, order acknowledgment or purchase order. The number of systems and end users for which Customer has purchased Modular Services, the subscription rate or price, and the applicable Term of Subscription Service (as defined herein) for each is indicated on Customer s invoice, order acknowledgment or purchase order. By purchasing these Services from Dell or engaging in a demonstration, trial period or evaluation program including these Services, Customer agrees to be bound by all terms and conditions set forth in this Agreement, including its attachments and terms and conditions incorporated by reference herein. Customer agrees that renewing, modifying, extending or continuing to utilise the Services beyond the initial term is subject to the then-current Agreement available for review at Master Services Agreement. This Agreement is provided pursuant to Customer s separate signed master services agreement with Dell or, in the absence of such agreement, Dell s Customer Master Services Agreement (the CMSA ) available at and incorporated by reference in its entirety herein. Subscription Software Terms. Use of subscription software services, online, hosted, or other software-enabled services by Customer (including anyone authorised by Customer to use the Services) or a Dell authorised reseller or managed service provider in connection with this Agreement is limited to Customer s Term of Subscription Service and is pursuant to the Dell Services License Agreement & Acceptable Use Policy available at and incorporated by reference in its entirety herein. Attachments & Optional Services Each currently available Modular Service is detailed in the Attachments to this Agreement. Additional services (including additional Modular Services, optional services or related consulting, managed, professional, support or training services) may be available for purchase at Additional services may require a separate signed agreement with Dell. In the absence of such agreement, additional services are provided pursuant to this Agreement. Terms & Conditions Acceptance of Terms & Conditions. Customer will receive an introductory electronic mail message ( ) with activation instructions and an internet link to this Agreement. To complete an order for Modular Services, Customer is required to select the internet link in the introductory , review and electronically accept the terms and conditions of this Agreement and the CMSA and, when necessary, identify Customer contacts to enable Dell to provision, distribute and deploy the Services and related software ( Service-Enabling Software ) to supported devices within Customer s IT infrastructure (each a System ) and each user that is authorised by Customer to use the Services (each an End User ). Activation Date & Term of Subscription Service. The monthly or annual Term of Subscription Service shall begin on the activation date, which is the earlier of the date that the Services Provisioning process begins or the date agreed upon by the parties in writing. Services Provisioning begins as soon as distribution and deployment instructions are provided to Customer by Dell through or the Customer begins to use the Services by downloading, installing or remotely accessing the SES. The applicable Term of Subscription Service (e.g., 3 months or 3 years) is indicated on Customer s invoice, order acknowledgment or purchase order. Trial Period & Evaluation Programs. Unless otherwise stated in trial period or evaluation program terms, Customers who do not provide notice of their intent to cancel the Service prior to the expiration of a trial period or evaluation program period will, upon expiration of their trial or evaluation period, be automatically enrolled in a monthly or annual Term of Subscription Service, as applicable to the trial or evaluation program in which the Customer is participating. Termination. Subject to the termination provisions of the CMSA or Customer s separate signed master services agreement with Dell, and except as provided by an applicable state/country/province law which may not be varied by agreement, Customer may not cancel this Service prior to the expiration of their Term of Subscription Service. Further information about customer cancellation method may be found in the Automatic Renewal section below. Dell may cancel this Service at any time during the Service term for any of the following reasons: Customer becomes involved in any voluntary or involuntary bankruptcy or other insolvency proceeding, or ceases to be actively engaged in business or becomes financially incapable of fulfilling its obligations under this Agreement; Dell Modular Services v /31/2009 Page 1 of 18

2 Customer fails to pay the total price for this Service in accordance with the invoice terms; Customer refuses to cooperate with the assisting analyst or on-site technician; or Customer fails to abide by all of the terms and conditions set forth in this Agreement. If Dell cancels this Service, Dell will send Customer written notice of cancellation at the address indicated on Customer s invoice. The notice will include the reason for cancellation and the effective date of cancellation, which will be not less than ten (10) days from the date Dell sends notice of cancellation to Customer, unless state law requires other cancellation provisions that may not by varied by agreement. IF DELL CANCELS THIS SERVICE PURSUANT TO THIS PARAGRAPH, CUSTOMER SHALL NOT BE ENTITLED TO ANY REFUND OF FEES PAID OR DUE TO DELL. Automatic Renewal. Unless the Customer declines auto-renewal in writing to Dell 30-days prior to the expiration of the Term of Subscription Services, this Agreement will renew automatically for a successive Term of Subscription Services equal to their initial term. Transfer of Service. Customer may not transfer this Service or any rights conferred to Customer by this Agreement to a third party. Transfer fees may apply if this Service is transferred internally among End Users and Systems within a Customer s IT infrastructure. Internal transfers may not be available for all Modular Services. Supported Products. Supported devices and operating systems are identified at Notwithstanding inclusion on the published supported devices and operating systems list, products or versions of products that are no longer supported by the device manufacture or software publisher are not supported. System Configuration Data Collected by Dell. During and continuing after the Term of Subscription Service, Dell shall have the right to gather, compile and use System configuration data obtained from Customer and Customer s Systems and End Users in order to provide services to Customer, inform Customer about our products and services and fulfill Customer s orders and service requests. At any point, Customer may uninstall the Service-Enabling Software in order to disable the collection of system configuration data by Dell. However, uninstalling the Service-Enabling Software from a System during the Term of Subscription Service will result in a disruption of Service until the Service-Enabling Software is restored. Geographic Availability. This Service may not be available in all locations. Dell s obligation to supply the Services to relocated Systems is subject to local availability and may be subject to additional fees. Device Count Billing. The number of systems, units (e.g., mailboxes, recipients, minutes, etc.) and end users for which Customer has purchased Modular Services and the applicable Term of Subscription Service for each is indicated on Customer s invoice, order acknowledgment or purchase order. Usage in excess of this number or for a period of time longer than the Term of Subscription Service will result in additional costs to Customer. The additional costs per billing period will be determined by multiplying the excess usage by the contracted fee per system, unit, or end user fee in the original Customer invoice. Customer Responsibilities Provide Dell with access to appropriate Customer personnel necessary to support deployment of the Services by Dell. Provide a single point of contact that will serve as the primary Customer counterpart for coordinating services with End Users or groups and ensure that Customer requests to initiate additional or extended Services on Customer systems has been authorised by Customer. Prevent End User or other interference with the Service and periodic software updates distributed by Dell. Ensure that Customer Systems are properly configured for the Services and have sufficient access to the Internet. Ensure that Customer has active subscriptions or licenses for any third-party software used or managed by the Service. Install or, when applicable, facilitate remote distribution of Service-Enabling Software to its End Users and Systems, as well as uninstalling Service-Enabling Software at the expiration of the Term of Subscription Services. Dell Modular Services v /31/2009 Page 2 of 18

3 Dell Modular Services Attachment 1 Distributed Device Management: Asset Management Dell Asset Management Service enables the Customer to track and retrieve information regarding the hardware configuration from all systems and provides the Customer access to such information in an administrator console. Asset Management Service also enables the customer to assign devices to specific end users and perform remote services via the Internet to its End Users. Activation of Services. Customer and Dell will collaborate to complete the following assessment: Review applicable technical, system and IT infrastructure requirements. Assess environment/infrastructure. Review network topology. Identify office or site locations. Identify the preferred Service-Enabling Software distribution method. Upon completion of this assessment, a Service-Enabling Software installer will be provisioned by Dell and Customer will be sent an activation notice to the technical contact address along with a Service-Enabling Software deployment guide on how to activate the service and contact Dell for implementation support. Installation of Service-Enabling Software. Support (phone and electronic) is provided to Customer for assistance deploying the Service-Enabling Software as follows: Dell shall validate the environment and infrastructure requirements and physical office locations. Dell shall define and enable the Customer in the Administrator Console. Dell shall deliver a configured installer and corresponding installation instructions to Customer IT contact. Dell shall make remote online training available to Customer s IT administrators. Custom Services. The following optional custom deployment services may be available for purchase separately (defined in a separate statement of work or other signed agreement between the parties): Dell Custom Factory Integration services for installing Service-Enabling Software on a new system. Additional getting started assistance, beyond the training included in the standard offer, for items such as registration page changes and business consulting via a separate professional services agreement. Technical Responsibilities & Requirements Customer shall ensure, for deployment options and services that require a domain, that a domain(s) exists and all computers to be managed are members of the domain(s). Customer shall ensure that the network protocol UDP is allowed to transverse the scanned network. Customer shall ensure devices to be managed are not connected via a VPN and do not have active software firewalls (e.g., Zone Alarm). Customer is responsible for installing or, when applicable, facilitating remote distribution of Service-Enabling Software to its End User Systems. Dell Modular Services v /31/2009 Page 3 of 18

4 Dell Modular Services Attachment 2 Distributed Device Management: Software Distribution Dell Software Distribution Service enables the customer to deploy software packages or upgrades for Microsoft Windows -based systems (created by Customer, by third parties or by Dell) from the administrator console Package Library. Through the administrator console, Customer s IT administrators are able to upload and distribute software packages to systems, enterprise-wide or in an end user selective manner, and obtain information regarding deployment status. Activation of Services. Customer and Dell will collaborate to complete the following: Review minimum technical requirements. Assess environment/infrastructure. Review network topology. Identify office or site locations. Identify the preferred Service-Enabling Software distribution method. Upon completion of this review, a Service-Enabling Software installer will be provisioned by Dell and customer will be sent an activation notice to the technical contact address along with a Service-Enabling Software deployment guide on how to activate the service and contact Dell for implementation support. Installation of Service-Enabling Software. Support (phone and electronic) is provided to Customer for assistance deploying the Service-Enabling Software as follows: Dell shall validate the environment and infrastructure requirements and physical office locations. Dell shall define and enable the Customer in the Administrator Console. Dell shall deliver a configured installer and corresponding installation instructions to Customer IT contact. Dell shall make remote online training available to Customer s IT administrators. Custom Services. The following optional custom deployment services may be available for purchase separately (defined in a separate statement of work or other signed agreement between the parties): Dell Custom Factory Integration services for installing Service-Enabling Software on a new system. Development of software packages for customers to support distribution to End Users and Systems. Additional getting started assistance, beyond the training included in the standard offer, for items such as set-up and configuration of Relay Servers to distribute software as well as software package builds and testing via a separate professional services agreement. Technical Responsibilities & Requirements Customer shall ensure, for deployment options and services that require a domain, that a domain(s) exists and all computers to be managed are members of the domain(s). Customer shall ensure that the network protocol UDP is allowed to transverse the scanned network. Customer shall ensure devices to be managed are not connected via a VPN and do not have active software firewalls (e.g., Zone Alarm). Customer is responsible for installing or, when applicable, facilitating remote distribution of Service-Enabling Software to its End User Systems. Customer is responsible for developing, testing, validating, distributing and rolling back any software distribution packages. Dell Modular Services v /31/2009 Page 4 of 18

5 Dell Modular Services Attachment 3 Distributed Device Management: Patch Management In connection with Patch Management Service, Dell monitors and assesses newly released security-related bulletins and related software patches applicable to currently supported Operating Systems and applications. Patch Management Service enables Customer to distribute patches to its Systems in the following methods, at Customer s option: Automatic Patch Management. Dell will make available patches in the Patch Catalogue to properly configured systems. Customer has the option to assign applicable Systems to policies, which govern the automatic distribution of patches from the Patch Catalogue. Multi-Patch Management. Dell will make software patches available for deployment utilising multi-patch management, enabling Customer to deploy multiple patches in one distribution to one or more Systems. Custom Services. The following optional custom deployment services may be available for purchase separately (defined in a separate statement of work or other signed agreement between the parties): Dell Patch Administration services for distribution of Customer validated and approved patches to in-scope Customer systems per a pre-defined schedule. Dell Custom Factory Integration services for installing Service-Enabling Software on a new system. Additional getting started assistance, beyond the training included in the standard offer, for items such as software patch analysis via a separate professional services agreement. Activation of Services. Customer and Dell will collaborate to complete the following: Review minimum technical requirements. Assess environment/infrastructure. Review network topology. Identify office or site locations. Identify the preferred Service-Enabling Software distribution method. Upon completion of this review, a Service-Enabling Software installer will be provisioned by Dell and customer will be sent an activation notice to the technical contact address along with a Service-Enabling Software deployment guide on how to activate the service and contact Dell for implementation support. Customer Responsibilities Customer is responsible for testing software patches prior to deployment in their IT environment or to their Systems. For patch administration, customer shall provide written notice of patch approval prior to Dell performing Patch Distribution. Customer will have access to patch deployment reports via the administrator console. Customer assumes all liability for operating system or software application conflicts caused by Customer self distribution of Customer selected patch(es). All patch distribution activity not covered by this Agreement (i.e. non-microsoft OS or non-microsoft Office Productivity Suite patches), initiated from end-user requests, or service desk initiated events. Dell Modular Services v /31/2009 Page 5 of 18

6 Dell Modular Services Attachment 4 Distributed Device Management: Anti-Malware & Virus Management Dell Anti-Malware & Virus Management Service provides management capabilities to help the customer ensure that each System running anti-malware and anti-virus software is up-to-date with virus definitions, and to help monitor the status of each applicable System relative to recent virus/malware scans. Dell Anti-Malware & Virus Management provides the following functionality via the administrator console: Initiate and monitor updates of all antivirus and anti-malware and anti-virus definitions on applicable Systems. Initiate full system scans on Systems with the supported anti-virus software installed. Provide reports by virus and malware definition update and full system scan history. Manage and monitor the Operating System firewall on Windows systems. Utilities to help fix problematic anti-virus software. Dell will provide third-party anti-virus software as part of this service. The software package will be made available in the Customer s Package Library in the administrator console. Third-party anti-virus software is provided to Customer pursuant to the third-party terms of use and/or license terms that accompany the software. The anti-virus software provided by Dell will: Automatically scan downloaded files and attachments on each applicable System. Perform regular updates with the latest virus definitions to protect against computer viruses on each applicable System. Like all anti-virus and anti-malware software, the anti-virus and anti-malware software provided by Dell can only protect against known viruses and malware. Supported (certified) product versions by software publisher(s) are documented in the release notes. Custom Services The following optional custom deployment services may be available for purchase separately (defined in a separate statement of work or other signed agreement between the parties): Dell Anti Malware & Virus Administration services for remote management, reporting and updating of Customer Anti- Malware & Virus applications. Dell Custom Factory Integration services for installing Service-Enabling Software on a new system. Activation of Services Customer and Dell will collaborate to complete the following: Review minimum technical requirements. Assess environment/infrastructure. Review network topology. Identify office or site locations. Identify the preferred Service-Enabling Software distribution method. Upon completion of this review, a Service-Enabling Software Installer will be provisioned by Dell and Customer will be sent an activation notice to the technical contact address along with a Service-Enabling Software Deployment Guide on how to activate the service and contact Dell for implementation support. Dell Modular Services v /31/2009 Page 6 of 18

7 Installation of Service-Enabling Software Support (phone and electronic) is provided to Customer for assistance deploying the Service-Enabling Software as follows: Dell shall validate the environment and infrastructure requirements and physical office locations. Dell shall define and enable the Customer in the Administrator Console. Dell shall deliver a configured installer and corresponding installation instructions to Customer IT contact. Dell shall provide the Anti-Virus application in the customer s package library within the Administrator Console. Dell shall make remote online training available to Customer s IT administrators. Customer Responsibilities Troubleshooting and remediation of virus infections and related issues or errors on End User machines. Service-Enabling Software is able to automatically uninstall common pre-existing anti-virus software, but removal of such software is not warranted or guaranteed as part of this Service, and Customer is ultimately responsible for such removal. At Customer s request, Dell may provide such removal services as an additional or optional managed service offering pursuant to a separate SOW. When Service-Enabling Software is uninstalled from any applicable System upon the expiration or earlier termination of the Agreement (or Schedule), any anti-virus and anti-malware software that was resident on any Systems prior to the install of SES will not be reinstalled or restored by Dell. Customer is solely responsible for restoring such software, or obtaining an alternative anti-virus solution or anti-malware solution, at Customer s own cost. Working with Dell to ensure pre-existing Anti-Virus software is removed from systems prior to deploying this Service. Deployment and installation on Systems of the selected Anti-Malware & Virus Management Services if provided by Customer. Customer shall ensure, for deployment options and services that require a domain, that a domain(s) exists and all computers to be managed are members of the domain(s). Customer shall ensure that the network protocol UDP is allowed to transverse the scanned network. Customer shall ensure devices to be managed are not connected via a VPN and do not have active software firewalls (e.g., Zone Alarm). Customer is responsible for installing or, when applicable, facilitating remote distribution of Service-Enabling Software to its End User Systems. Dell Modular Services v /31/2009 Page 7 of 18

8 Dell Modular Services Attachment 5 Online Backup & Restore Dell Online Backup & Restore Service enables scheduled backup of data on each eligible System in order to reduce the likelihood of permanent loss of data if that data has been (1) stored on a System that is running Online Backup & Restore service, and (2) is available for restoration according to the file retention settings of the Online Backup & Restore service. Dell Online Backup & Restore Service provides the following functionality: Automated backup of end user data located on each eligible System. Incremental backups of data, allowing for shorter backup sessions and a reduction in network transmission. Identification of common files across the Systems to reduce the upload of duplicate data. End User self-service to restore up to the last ten (10) versions of a backed up file. Identify and report backup status for each System as well as remotely initiate a backup on a managed device. Provide 24x7x365 support to Customer s IT administrators for the purpose of assisting the administrators with restoring backed up files and updating or repairing the online backup software installed on Customer systems. File retention settings are as follows: Multiple versions of each file, up to a maximum of 10 versions, are backed up and retained. If ten (10) or fewer versions are stored at the data center, older versions are retained for ninety (90) days and then permanently deleted. Files deleted from a System are retained for 90 days before being permanently deleted. Files deselected from backup are retained for thirty-one (31) days and then expired. Files from cancelled accounts are expired after thirty (30) days. In case of any loss of data in a System, Dell will provide to Customer's IT administrator(s), on a 24x7x365 basis, the encryption key necessary to restore any data backed up from that System. It will be Customer's responsibility to restore any backed up data. Dell reserves the right to limit the amount of backed up data on a per system and total basis. Activation of Services Customer and Dell will collaborate to complete the following: Review minimum technical requirements. Assess environment/infrastructure. Review network topology. Identify office or site locations. Identify the preferred Service-Enabling Software distribution method. Upon completion of this review, a Service-Enabling Software installer will be provisioned by Dell and customer will be sent an activation notice to the technical contact address along with a Service-Enabling Software deployment guide on how to activate the service and contact Dell for implementation support. Installation of Service-Enabling Software Support (phone and electronic) is provided to Customer for assistance deploying the Service-Enabling Software as follows: Dell shall validate the environment and infrastructure requirements and physical office locations. Dell shall define and enable the Customer in the Administrator Console. Dell shall deliver a configured installer and corresponding installation instructions to Customer IT contact. Dell shall make remote online training available to Customer s IT administrators. Dell Modular Services v /31/2009 Page 8 of 18

9 Custom Services The following optional custom deployment services may be available for purchase separately (defined in a separate statement of work or other signed agreement between the parties): Dell Custom Factory Integration services for installing Service-Enabling Software on a new system. Dell Custom Factory Integration services for restoring or migrating data to a new system. Development of online backup software packages or configurations. Distribution of online backup software packages to Customer s Systems and End Users. Technical Responsibilities & Requirements Customer shall ensure, for deployment options and services that require a domain, that a domain(s) exists and all computers to be managed are members of the domain(s). Customer shall ensure that the network protocol UDP is allowed to transverse the scanned network. Customer shall ensure devices to be managed are not connected via a VPN and do not have active software firewalls (e.g., Zone Alarm). Customer is responsible for installing or, when applicable, facilitating remote distribution of Service-Enabling Software to its End User Systems. Assigning Online Backup & Restore accounts to End Users and Systems in the administrator console. Dell will cancel unassigned accounts and delete backed up data after thirty (30) days of being created. Full system data backup prior to Services being provided by Dell (incl. Operating System backup or OS imaging). Sharing or collaboration of files with other users. Custom reports or reports that differ from standard Dell reporting deliverables. File backups for shared/multi-user systems. Restoring files not backed up as part of this Service. Ensuring outbound port on any corporate firewalls is configured to enable client/server communication. Dell Modular Services v /31/2009 Page 9 of 18

10 Dell Modular Services Attachment 6 Laptop Data Encryption Dell Laptop Data Encryption Service provides central management of data encryption and data access for Customer s Systems. This Service provides data encryption to better safeguard data stored on devices. Dell Laptop Data Encryption includes the following functionality: Central management of encryption for local and remote PCs. Policy-based automatic encryption key elimination. Central management and restoration of encryption keys. Tracking of last known IP address. Dell will perform the following Services, as requested by Customer: Deletion of Encryption Key. If a System enabled with Data Encryption Service is reported lost or stolen by the Customer s Authorised Contact, Dell will initiate processes that will delete the encryption key on the System to prevent unauthorised access to the data. These processes will take effect of the System the next time the System successfully connects to the Internet. Restoration of Encryption Key. If a System enabled with Laptop Data Encryption requires encryption key restoration, Dell will validate the authorised contact and initiate processes that will restore the encryption key on the System to permit authorised access to the data the next time the System connects to the Internet. Disclosure of the Last Known IP Address. If a System enabled with Laptop Data Encryption is reported lost or stolen by Customer, Dell will disclose the last known IP address of the system to the authorised Customer contact. Activation of Services Customer and Dell will collaborate to complete the following: Review minimum technical requirements. Assess environment/infrastructure. Review network topology. Identify office or site locations. Identify the preferred Service-Enabling Software distribution method. Upon completion of this review, a Service-Enabling Software Installer will be provisioned by Dell and Customer will be sent an activation notice to the technical contact address along with a Service-Enabling Software Deployment Guide on how to activate the service and contact Dell for implementation support. Installation of Service-Enabling Software Support (phone and electronic) is provided to Customer for assistance deploying the Service-Enabling Software as follows: Dell shall validate the environment and infrastructure requirements and physical office locations. Dell shall define and enable the Customer in the Administrator Console. Dell shall deliver a configured installer and corresponding installation instructions to Customer IT contact. Dell shall make remote online training available to Customer s IT administrators. Custom Services The following optional custom deployment services may be available for purchase separately (defined in a separate statement of work or other signed agreement between the parties): Dell Custom Factory Integration services for installing Service-Enabling Software on a new system. Dell Modular Services v /31/2009 Page 10 of 18

11 Dell Modular Services Attachment 7 Software Inventory & Usage Management Software Inventory & Usage Management Service enables Customer to identify, track and access reports regarding software assets on all monitored Systems in the Customer environment. Inventory information may be compared automatically with software license purchase information for software licenses obtained through Dell. The Service-Enabling Software collects data from the local hard drives of Systems with registered software agents regarding the primary file required to launch and identify a software application ( executable ). Software Usage Management As an optional add-on service to Software Inventory & Usage Management, Dell will regularly collect and report on software usage information on a per software asset, per user basis. If purchased by Customer, detailed usage data is maintained on a rolling 90 day window. Summary-level data is available for one year, commencing on the Activation Date of the Service or optional add-on services. Training Training for up to twenty (20) individuals per session, delivered via webcast and conference call (session length is sixty to ninety minutes) Training Topics (only available with certain implementations) Introduction to Software Inventory & Usage Management. Administration and Best Practices. Advanced Reporting. Custom Services The following optional custom services may be available for purchase separately (defined in a separate statement of work or other signed agreement between the parties): Custom deployment services. Custom reports or reports that differ from standard Dell reporting deliverables. Custom training. Professional and consulting services. Import of Customer s hardware or software purchase information (for Systems and software purchased from third-party vendors and only available with certain implementations). Inclusion of application information for customer s internal applications. (only available with certain implementations)inclusion of undiscoverable assets in excess of 10% of monitored devices Installation of Service-Enabling Software Deployment support (phone and electronic) is included in this Service for Customers who deploy the Service-Enabling Software in the following manner: Group policy (only available with certain implementations). Logon script. Download from Dell website or Internet distribution portal. Distributed Device Management Software Distribution service (only available with certain implementations). Dell Modular Services v /31/2009 Page 11 of 18

12 Support (phone and electronic) is provided to Customer for assistance deploying the Service-Enabling Software as follows: Dell shall validate the environment and infrastructure requirements and physical office locations Dell shall setup the Customer in the service console Dell shall deliver a configured installer and corresponding installation instructions to Customer IT contact Dell shall provide initial remote online training to Customer s IT administrators Customer Responsibilities Ensuring Software Inventory & Usage Management Service-Enabling Software is installed on all devices to be monitored. Customer may need to ensure devices to be managed are not connected via a VPN and do not have active software firewalls (e.g. Zone Alarm). (depends on implementation) Ensuring applications to be inventoried launch from a standard executable file as defined by the System s operating system and are not launched from a server or run from within a Web browser. Registering all Software Inventory & Usage Management Service-Enabling Software on Dell Software Inventory & Usage Management website (provided in activation notice). Dell will provide Services only for Devices with Registered Service-Enabling Software. Customer may disable or re-assign a Registered Service-Enabling Software at any time, but in no case will previously paid fees be refunded. Providing a single point of contact that will serve as the primary Customer counterpart for coordinating services with end-users or groups within the Customer s IT environment. Software Inventory & Usage Management makes extensive use of the System Management BIOS ("SMBIOS") Specification as promulgated by the Distributed Management Task Force (DMTF) and the associated Windows Management Instruction ("WMI") (where applicable) to properly recognize and identify hardware characteristics. Devices that do not support SMBIOS or WMI or that have implemented SMBIOS or WMI improperly, or are not current may display incomplete or erroneous hardware information. Dell makes no claim that the Service-Enabling Software can or will provide support for all hardware, applications or device types. Dell Modular Services v /31/2009 Page 12 of 18

13 Dell Modular Services Attachment 8 Management Services: EMS Continuity EMS Continuity is a standby service that can be activated by Customer during an unanticipated outage of Customer s primary system. This Service supports End User mailboxes which Customer has registered to be supported by this Service (the Continuity Covered Mailboxes ). EMS Continuity also supports an integrated Microsoft Outlook experience with certain versions of Microsoft Outlook through an installed EMS Outlook Extension for Microsoft Outlook. EMS Continuity is intended for temporary use during normal system maintenance or unplanned outages of the Customer s primary system. The Service includes regular test activations of EMS Continuity to assist Customer with planning and preparedness in the event of an unanticipated outage of Customer s primary system. Wireless Continuity As an optional add-on service to EMS Continuity, EMS Wireless Continuity enables Customer to provision specific supported devices managed by their corporate RIM BlackBerry Enterprise Servers (BES) to continue to send and receive during activation of the EMS Continuity System. BlackBerry wireless continuity is dependent on the availability of the Customer s BES server. Archive Storage As an optional add-on service to EMS Continuity, Archive Storage provides historical access for the contracted maximum number of Gigabytes over all EMS Continuity and EMS Rapid Archive or EMS Enterprise Archive Covered Mailboxes on an annual basis (the Maximum Archive Storage ) and allows Customers to access historical for designated Continuity Covered Mailboxes during activation. When Customer s primary system is operating normally, a copy of messages sent from and received by Continuity Archive Covered Mailboxes will be captured and stored by the system. Those historical s are made available to End Users during activation according to retention policies specified by the Customer. The Maximum Archive Storage Amount will be reviewed by Dell on a monthly basis. The Maximum Archive Storage Amount will be calculated by taking the total number of Gigabytes of copied and stored by the system and then subtracting the total number of Gigabytes of removed from the system based on Customer s retention policies. End-User pack As an optional add-on service to Archive Storage, End-User Pack allows all of the Customer s End Users who are designated as Continuity Covered Mailboxes to access their individual archive of sent and received from their mailbox through a secure web based interface or through the EMS Outlook Extension. Provision of Services Customer will receive a welcome with a request for provisioning information. Upon completion of the information customer will be provisioned based on responses given. As part of the provisioning process, on-boarding information will be provided to the customer for data management and a training session will be provided to review functionalities of the application. Customer Responsibilities Designating which Covered Mailboxes are entitled to EMS Continuity (the Continuity Covered Mailboxes ). Regular testing of continuity procedures. Ensuring activations are not beyond fair and reasonable use of a standby system (intended to address unanticipated downtime of an otherwise stable system). Ensuring that a dedicated technical resource with administrative rights is available for provisioning of service. Providing and maintaining the necessary hardware and software necessary for Dell to perform the services purchased. Dell Modular Services v /31/2009 Page 13 of 18

14 Dell Modular Services Attachment 9 Management Services: EMS Rapid Archive EMS Rapid Archive enables archiving and search of s for selected customer mailboxes ( Rapid Archive Covered Mailboxes ). This service provides the following feature groups: Capture and Storage. A copy of messages sent from and received by Rapid Archive Covered Mailboxes will be captured by the system for storage and indexing. Retention policies for from Rapid Archive Covered Mailboxes can be set and managed by Customer. E-Discovery. Customer can designate an End User as a Reviewer, giving that End User access to search across multiple End Users Rapid Archive Covered Mailboxes for electronic discovery or other purposes. Reviewers can create a discovery archive containing the results of a search across End User Rapid Archive Covered Mailboxes. The discovery archive can be exported to a single mailbox. Search results and search result accuracy may vary and is contingent on several factors including, but not limited to, the size of the mailbox and the amount of individual messages and related file types contained therein. End-User Pack. As an optional add-on service to Rapid Archive, End-User Pack enables designated Customer s End Users of EMS Rapid Archive to access their individual archive of sent and received from their mailbox through a secure web based interface or through the EMS Outlook Extension. Archive Storage. As an optional add-on service to EMS Rapid Archive, Archive Storage provides historical access for the contracted maximum number of Gigabytes over all EMS Continuity and EMS Rapid Archive or EMS Enterprise Archive Covered Mailboxes on an annual basis (the Maximum Archive Storage ). The Maximum Archive Storage Amount will be reviewed by Dell on a monthly basis. The Maximum Archive Storage Amount will be calculated by taking the total number of Gigabytes of copied and stored by the system and then subtracting the total number of Gigabytes of removed from the system based on Customer s retention policies. Import Storage. As an optional add-on service to EMS Rapid Archive, customer may import data from supported sources in the aggregate contracted archive storage amount. The maximum amount of storage for importing data is determined by the Gigabyte Import Storage amount set forth in the Customer s invoice ( Contracted Data Import ). Any data imported over the Contracted Data Import amount will be subject to additional import fees (the Non-contracted Import Fee ). By way of example, if the Customer imports 600 GB of data from Microsoft Exchange, but only has 500 GB of Contracted Data Import, the customer would be billed for 100 GB times the Non-contracted Import Fee. Provision of Services. Customer will receive a welcome with a request for provisioning information. Upon completion of the information customer will be provisioned based on responses given. As part of the provisioning process, on-boarding information will be provided to the customer for data management and a training session will be provided to review functionalities of the application. Customer Responsibilities Designating which Covered Mailboxes are entitled to Archive Storage ( Rapid Archive Covered Mailboxes ) and the specified retention period for each such Covered Mailbox. Designating and protecting access privileges to Archive via the customer interface. Ensuring that a dedicated technical resource with administrative rights is available for provisioning of Service. Providing and maintaining the necessary hardware and software necessary for Dell to perform the Services purchased. Setting and managing archiving retention policies. Executing searches for retrieval of archived data. Dell Modular Services v /31/2009 Page 14 of 18

15 Dell Modular Services Attachment 10 Management Services: EMS Enterprise Archive EMS Enterprise Archive enables a broad range of archiving capabilities to address multiple business requirements for selected customer mailboxes ( Enterprise Archive Covered Mailboxes ). This service provides the following feature groups: Capture and Storage. A copy of messages sent from and received by Enterprise Archive Covered Mailboxes will be captured by the system for storage and indexing. Retention policies for from Enterprise Archive Covered Mailboxes can be set by Customer. E-Discovery. Customer can designate an End User as a Reviewer, giving that End User access to search across multiple End Users Enterprise Archive Covered Mailboxes for electronic discovery or other purposes. Reviewers can create a discovery archive containing the results of a search across End User Enterprise Archive Covered Mailboxes. The discovery archive can be exported to a single mailbox. Search results and search result accuracy may vary and is contingent on several factors including, but not limited to, the size of the mailbox and the amount of individual messages and related file types contained therein. End-User Archive. Allows all of the Customer s End Users who are covered by Enterprise Archive to access their individual Archive Covered Mailbox through a secure web based interface. Customer can also specify whether or not End Users can forward from their personal Archive Covered Mailbox. Storage Management. Customer can define a storage management policy, which will remove attachments from End Users Enterprise Archive Covered Mailboxes and store the attachments in the archive. Archive Storage. As an optional add-on service to EMS Enterprise Archive, Archive Storage provides historical access for the contracted maximum number of Gigabytes over all EMS Continuity and EMS Rapid Archive or EMS Enterprise Archive Covered Mailboxes on an annual basis (the Maximum Archive Storage ). The Maximum Archive Storage Amount will be reviewed by Dell on a monthly basis. The Maximum Archive Storage Amount will be calculated by taking the total number of Gigabytes of copied and stored by the system and then subtracting the total number of Gigabytes of removed from the system based on Customer s retention policies. Import Storage. As an optional add-on service to EMS Enterprise Archive, customer may import data from supported sources in the aggregate contracted archive storage amount. The maximum amount of storage for importing data is determined by the Gigabyte Import Storage amount set forth in the Customer s invoice ( Contracted Data Import ). Any data imported over the Contracted Data Import amount will be subject to additional import fees (the Non-contracted Import Fee ). By way of example, if the Customer imports 600 GB of data from Microsoft Exchange, but only has 500 GB of Contracted Data Import, the customer would be billed for 100 GB times the Non-contracted Import Fee. Provision of Services. Customer will receive a welcome with a request for provisioning information. Upon completion of the information customer will be provisioned based on responses given. As part of the provisioning process, on-boarding information will be provided to the customer for data management and a training session will be provided to review functionalities of the application. Customer Responsibilities Designating which Covered Mailboxes are entitled to Archive Storage ( Enterprise Archive Covered Mailboxes ) and the specified retention period for each such Covered Mailbox. Designating and protecting access privileges to Archive via the customer interface. Ensuring that a dedicated technical resource with administrative rights is available for provisioning of service. Providing and maintaining the necessary hardware and software necessary for Dell to perform the services purchased. Setting and managing archiving retention policies. Executing searches for retrieval of archived data. Dell Modular Services v /31/2009 Page 15 of 18

16 Dell Modular Services Attachment 11 Management Services: EMS Security EMS Security provides spam protection by blocking messages or tagging messages identified as spam as well as blocking messages identified as containing viruses using industry standard software tools for the End User mailboxes which Customer has registered to be covered by Security (the Security Covered Mailboxes ). Dell reserves the right to limit the quantity of storage for each Security Covered Mailbox for retaining quarantined mail. Provision of Services Customer will receive a welcome with a request for provisioning information. Upon completion of the information customer will be provisioned based on responses given. As part of the provisioning process, on-boarding information will be provided to the customer for data management and a training session will be provided to review functionalities of the application. Customer Responsibilities Ensuring that a dedicated technical resource with administrative rights is available for provisioning of service including editing of MX records. Designating which Covered Mailboxes are entitled to EMS Security (the Security Covered Mailboxes ) and the specified retention period for each such Covered Mailbox. Ensuring that a dedicated technical resource with administrative rights is available for provisioning of service. Providing and maintaining the necessary hardware and software necessary for Dell to perform the services purchased. Setting and managing security policies. Dell Modular Services v /31/2009 Page 16 of 18

17 Dell Modular Services Attachment 12 Crisis Management & Alerting Crisis Management & Alerting service is a notification service to recipients designated by Customer (the Recipients ) used to broadcast alerts or other messages via multiple channels defined in each Recipient s notification profile. Such channels of communication include voice calls using TTS (text-to-speech) or recorded voice capabilities, SMS, and fax. Crisis Management & Alerting also includes real-time status acknowledgements and reporting, escalation by device and by user within groups, user authentication and emergency conference call bridging. Crisis Management & Alerting includes Inbound Interactive Voice Response capability. The Inbound Interactive Voice Response ( Hotline ) service provides intelligent interactive voice response capability that recognizes Recipients and delivers personalised notifications when users call into the Crisis Management & Alerting Service. Hotline includes one phone number to access the Hotline. Customer may purchase additional numbers to access the Hotline ( Additional Hotline Numbers ). The Web Application Programming Interface ( Web API ) allows the Customer to build custom interfaces enabling Crisis Management & Alerting to integrate with other enterprise systems such as disaster recovery planning tools, systems management applications and other custom business applications. The Web API also allows the Customer to build custom interfaces to trigger Notifications with a wide range of user scenarios. The Web API is an optional feature with the Standard Alerting package and is included with the Premium package. Crisis Management & Alerting Customers who chose to import data without using the Web API may work with a data import engineer. This resource will work with the Customer to map recipients, contact information and custom fields from the customer s system of record (HR database, corporate directory, etc) into the Crisis Management & Alerting database. Once the custom mapping is defined, imports of data files will be conducted periodically according to the Customer s schedule and can be changed at any time. Standard Crisis Management & Alerting Customers will have access to this service for one initial upload, an additional fee will apply to any subsequent uploads. Hotline Pro As an optional add-on service to Crisis Management & Alerting, Hotline Pro is an extension of Hotline and provides a navigable set of public announcements accessible to any individual (not necessarily a message recipient) calling in to the Inbound IVR. Hotline Pro is not available with Standard package. Incident Collaboration Centre As an optional add-on service to Crisis Management & Alerting, the Incident Collaboration Center (ICC) provides a webbased center for crisis management collaboration. ICC provides authorized users with the ability to enter and update tasks, status information, and share documents associated with an incident. ICC also provides a hosted external website that administrators can update for emergency outbound communications. ICC is not available with Standard package. PriorityOne Service Levels As an optional add-on service to Crisis Management & Alerting, PriortyOne allows a customer to take control of a certain number of phone ports when needed. This helps ensure that a customer s calls will be delivered at a rate no less than the number of ports specified on the Order Form. PriorityOne customers will also have the same level of access to the shared phone ports as all other customers. PriorityOne is not available with Standard Package. Multi-Language Message Support As an optional add-on service to Crisis Management & Alerting, Multi-Language Message Support provides the interface and logic to allow an administrator to create and deliver a single message to a group of people each having a different language preference. Each additional language module (U.S. or U.K. English is included by default) will incur an additional license fee. Dell Modular Services v /31/2009 Page 17 of 18