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DELL Technologies COURSEWARE LICENSE AGREEMENT

IMPORTANT – PLEASE READ CAREFULLY

This Dell Technologies Courseware License Agreement (the "Agreement") is a legally binding document between you (meaning the individual person or the entity that the individual represents that has obtained the (i) Dell Technologies, if Customer is located in the United States; (ii) the local Dell Technologies sales subsidiary, if Customer is located in a country in which Dell Technologies has a local sales subsidiary; and(iii) Dell Technologies Information

By clicking on the “Agree” button or similar button set forth herein, or downloading, installing, reviewing or using the Courseware, you are representing to Dell Technologies that (i) you are authorized to legally bind the Customer to this Agreement, and (ii) you are agreeing on behalf of the Customer that the terms of this Agreement shall govern the relationship of the parties with regard to the Courseware.

If you do not have authority to agree to the terms of this Agreement, or do not accept the terms of this Agreement, click on the "Cancel" button or similar button and the download and/or installation process will not continue. In such event, no access or authorization to use the Courseware is granted by Dell Technologies. Dell Technologies and Customer enter into this Agreement as of the date on which Customer clicks on the "Agree" button described above.

NOW, THEREFORE, in consideration of the premises and obligations contained herein, it is agreed as follows:

1.0 DEFINITIONS

1.1 "Courseware" means the training course materials contained in the media, software and/or internet-based content provided or otherwise made available by Dell Technologies to Customer.

2.0 LICENSE TO USE

2.1 Dell Technologies grants Customer a license to (i) install Courseware on compatible central processing units located or otherwise access the Courseware (as provided herein) within the country for which such was ordered for use by Customer, and (ii) allow use of such Courseware by the total number of individuals, comprised solely of Customer’s employees, agents, consultants or independent contractors (Personnel), that does not exceed the quantity of single user licenses for which Customer has paid the applicable license fee (the "Authorized User(s)"), and which are located in the above-determined country.

2.2 The foregoing licenses shall commence upon shipment from Dell Technologies, or upon notification to Customer of availability for downloading or internet access in accordance with Dell Technologies instructions and shall be non-exclusive, personal, non-sublicensable, and non-transferable (except that an Authorized User may discontinue use of and de-install the Courseware on one CPU and re-install it on another CPU, provided that no individual other than an Authorized User make use of or access the Courseware). Customer shall not, without Dell Technologies's prior written consent, use the Courseware for any product, Dell Technologies manufactured or otherwise, other than the Dell Technologies product for which it is specifically designed, unless otherwise specified by Dell Technologies.

2.3 The Courseware is licensed only. No title to, or ownership of, the Courseware is transferred to Customer. Customer shall not reproduce the Courseware in any manner without Dell Technologies’s prior written permission. Neither Customer nor its Personnel shall modify, enhance, supplement, create derivative works from or otherwise use the Courseware in any manner except as permitted hereunder.

3.0 PAYMENT

3.1 Customer shall pay Dell Technologies the applicable license fee stated on an accepted order and also reimburse Dell Technologies for all related taxes and withholdings, except for those based on Dell Technologies net income. All amounts not otherwise paid in advance are due in the currency of the Dell Technologies invoice within thirty (30) days after the date of such invoice.

4.0 TERMINATION

4.1 If Customer fails to perform any of its material covenants, obligations or responsibilities under this Agreement, Customer shall be in default and breach of this Agreement. If such breach has not been cured within thirty (30) days after receipt of Dell Technologies’s written notice thereof, Dell Technologies shall, in addition to any other remedies, which may be available to Dell Technologies under this Agreement, in law or equity, in its sole discretion, have the right to terminate this Agreement and any or all related license(s) granted to Customer by written notice thereto, with such termination to be effective immediately. Upon receipt of such notice, Customer shall cease all use of and return or certify destruction of the applicable Courseware to Dell Technologies.

5.0 NO WARRANTY

5.1 Dell Technologies warrants to Customer that any media supplied by Dell Technologies that contains the Courseware shall be free from material defects in materials and workmanship for a period of thirty (30) days after receipt by Customer. The forgoing warranty does not apply to defects that arise from accident, neglect or causes not attributable to normal wear and tear. Dell Technologies’s entire liability and Customer’s exclusive remedy under the foregoing warranty shall be for Dell Technologies to issue a replacement for the defective media at no charge provided the original media is returned, postage prepaid, to Dell Technologies within the warranty period.

5.2 Dell Technologies does not warrant that the Courseware will be error-free or meet Customer’s requirements or expectations.

5.3 EXCEPT AS EXPRESSLY STATED ABOVE, Dell Technologies (INCLUDING ITS SUPPLIERS) PROVIDES ALL COURSEWARE HEREUNDER ON AN "AS-IS," "WHERE IS" BASIS, AND MAKES NO OTHER EXPRESS WARRANTIES, WRITTEN OR ORAL, AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.

5.4 No representation or other affirmation of fact, including but not limited to statement regarding capacity, suitability for use or performance of Courseware, whether made by Dell Technologies employees or otherwise, shall be deemed to be a warranty for any purpose or give rise to any liability of Dell Technologies whatsoever unless contained in this Agreement.

6.0 NO INDEMNIFICATION 6.1 Dell Technologies shall have no liability to Customer for any action (and all prior related claims) brought by or against Customer alleging that Customer’s use or other disposition of any Courseware infringes any patent, copyright, trade secret or other intellectual property right. In event of such an action, Dell Technologies retains the right to terminate this Agreement and take possession of the Courseware.

6.2 THIS SECTION 6.0 STATES Dell Technologies’s ENTIRE LIABILITY WITH RESPECT TO ALLEGED INFRINGEMENTS OF INTELLECTUAL PROPERTY RIGHTS BY THE COURSEWARE OR ANY PART OF THEM OR BY ITS OPERATION.

7.0 LIMITATION OF LIABILITY

7.1 Dell Technologies’s AND ITS SUPPLIER’S TOTAL LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR A CLAIM OF DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY OR ANY OTHER CLAIM WHATSOEVER, INCLUDING BUT NOT LIMITED TO CLAIMS BASED ON CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY IN TORT, THAT ARISES OUT OF OR IN CONNECTION WITH THE COURSEWARE OR SERVICES PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY Dell Technologies’s SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED US$10,000. IN NO EVENT SHALL Dell Technologies OR ITS SUPPLIERS BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE) EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

7.2 NEITHER PARTY SHALL BRING ANY CLAIM ARISING OUT OF THE USE OF THE COURSEWARE OR SERVICES PROVIDED HEREUNDER MORE THAN EIGHTEEN (18) MONTHS AFTER SUCH CLAIM HAS ACCRUED.

8.0 GENERAL

8.1 Assignment – Customer shall not assign any right or interest hereunder nor delegate any work or other obligation to be performed hereunder to any entity other than its corporate parent, or a division or wholly or majority owned subsidiary of the party or its corporate parent. Any such action in violation of the foregoing shall be void.

8.2 Entire Agreement - The terms contained herein constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior communications and agreements, either oral, written or otherwise recorded.

8.3 Compliance with Export Control Laws – Customer shall comply with all applicable export laws, orders and regulations and obtain all necessary governmental permits, licenses and clearances.

8.4 Governing Law - This Agreement is governed by: (i) the laws of the Commonwealth of Massachusetts when Dell Technologies means Dell Technologies Corporation; (ii) the laws of the applicable country in which the applicable Dell Technologies subsidiary is registered to do business when Dell Technologies means the local Dell Technologies subsidiary, and (iii) the laws of Ireland when Dell Technologies means EISI. In each case, the applicability of laws shall exclude any conflict of law rules. The U.N. Convention on Contracts for the International Sale of Goods shall not apply. In the event of a dispute concerning this Agreement, Customer consents to the sole and exclusive personal jurisdiction of the courts of competency in the location where Dell Technologies is domiciled.

8.5 Notices – Except for routine communications, all other notices required or permitted hereunder, including but not limited to notices of default or breach, shall be signed by an authorized representative of the sender. Such notices shall be deemed to have been received (i) when hand delivered to such individuals by a representative of the sender; (ii) three (3) days after having been sent postage prepaid, by registered or certified first class mail, return receipt requested; (iii) when sent by electronic transmission, with written confirmation by the method of transmission; or (iv) one (1) day after deposit with an overnight carrier, with written verification of delivery.

8.6 No Waiver – No omission or delay by either party in requiring the other party to fulfill its obligations hereunder shall be deemed to constitute a waiver of (i) the right to require the fulfillment of any other obligation hereunder; or (ii) any remedy that may be available hereunder.

8.7 Independent Contractors - The parties shall act as independent contractors for all purposes under this Agreement. Nothing contained herein shall be deemed to constitute either party as an agent or representative of the other party, or both parties as joint venturers or partners for any purpose. Neither party shall be responsible for the acts or omissions of the other party, and neither party will have authority to speak for, represent or obligate the other party in any way without an authenticated record indicating the prior approval of the other party.

8.8 Separability - If any provision of this Agreement shall be held illegal or unenforceable, such provision shall be deemed separable from, and shall in no way affect or impair the validity or enforceability of, the remaining provisions.

9.0 COUNTRY SPECIFIC TERMS

9.1 Canada. The terms in this subsection 9.1 apply only when Dell Technologies means the Dell Technologies sales subsidiary located in Canada (currently Dell Technologies Corporation of Canada):

9.1.1 Section 8 (GENERAL). Add the following as new subsection 8.9:

8.9 The parties have required that this Agreement be drawn up in English and have also agreed that all notices or other documents required by or contemplated in this Agreement be written in English.

9.2 United Kingdom. The terms in this subsection 9.2 apply only when Dell Technologies means the Dell Technologies sales subsidiary located in the United Kingdom (currently Dell Technologies Computer Systems (UK) Limited): 9.2.1 Section 5.3 is deleted and replaced with: 5.3 Warranty Exclusions. Except as expressly set forth in this Agreement, Dell Technologies (including its suppliers) provides Courseware "AS IS" and makes no other express or implied warranties, written or oral, and ALL OTHER WARRANTIES AND CONDITIONS (SAVE FOR THE WARRANTIES AND CONDITIONS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979)ARE SPECIFICALLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW,INCLUDING, BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.

9.2.2 Section 7.1 is deleted in its entirety and replaced with:

7.1 LIMITATION OF LIABILITY

The entire aggregate liability of Dell Technologies (including its suppliers) under or in connection with the supply of the Courseware, whether in tort (including negligence), for breach of contract, misrepresentation or otherwise, is limited in respect of each event or a series of events: (i) to the amounts actually paid by Customer for the Courseware which give rise to such liability during the twelve (12) month period immediately preceding the date of the cause of action giving rise to such claim; or (ii) Great British Pounds Sterling ten thousand (£10,000), whichever is the greater amount. In no event shall Dell Technologies (including its suppliers) or Customer be liable to the other or any other person or entity for loss of profits, loss of revenue, loss of use or any indirect, special, incidental, consequential or exemplary damages arising out of or in connection with this Agreement, the license of the Courseware, and the use, performance, receipt or disposition of such Courseware, even if such party has been advised of the possibility of such damages or losses. Nothing in this Agreement shall operate to exclude or restrict Dell Technologies’s liability for: (a) death or personal injury resulting from negligence; (b) breach of obligations arising from section 12 of the Sale of Goods Act 1979; or (c) fraud.

9.2.3 Section 8 (GENERAL). Add the following as new subsection 8.9:

8.9 Each of the parties acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a warranty. The only remedy available to Customer for a breach of the warranties shall be for breach of contract under the terms of this Agreement. Nothing in Section 7 shall however operate to limit or exclude any liability for fraud. No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person that is not a party to this Agreement. If any part of this Agreement is held unenforceable, the validity of the remaining provisions shall not be affected.

9.3 Ireland. The terms in this subsection 9.3 apply only when Dell Technologies means the Dell Technologies sales subsidiary located in Ireland (currently Dell Technologies Information Systems International):

9.3.1 Section 5.3 is deleted and replaced with:

5.3 Warranty Exclusions. Except as expressly set forth in this Agreement, Dell Technologies (including its suppliers) and makes no warranties, and ALL WARRANTIES, TERMS AND CONDITIONS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED BY LAW, CUSTOMER OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES, TERMS AND CONDITIONS, OF FITNESS FOR PURPOSE, DESCRIPTION, AND QUALITY ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

9.3.2 Section 7 (LIMITATION OF LIABILITY). This section is deleted in its entirety and replaced with the following:

7. LIMITATION OF LIABILITY.

7.1 Dell Technologies does not exclude or limit its liability to the Customer for death or personal injury, or, breach of obligations implied by Section 12 of the Sale of Goods Act, 1893, as amended by the Sale of Goods and Supply of Services Act, 1980, or, due to the fraud or fraudulent misrepresentation of Dell Technologies, its employees or agents

7.2 Subject always to subsection 7.1, the liability of Dell Technologies (including its suppliers) to the Customer under or in connection with an order, whether arising from negligent error or omission, breach of contract, or otherwise ("Defaults") shall be: (i) the aggregate liability of Dell Technologies for all Defaults resulting in direct loss of or damage to the tangible property of the Customer shall be limited to damages which shall not exceed the greater of two hundred per cent (200%) of the applicable price paid and/or payable for the Courseware, or ten thousand euros (€10,000); or (ii) the aggregate liability of Dell Technologies for all Defaults, other than those governed by subsection 7.2(i) shall be limited to damages which shall not exceed in respect of the Courseware, the greater of one hundred and fifty per cent (150%) of the applicable price paid and/or payable or five thousand euro (€5,000).

7.3 In no event shall Dell Technologies (including its suppliers) be liable to Customer for (i) loss of profits, loss of business, loss of revenue, loss of use, wasted management time, cost of substitute services or facilities, loss of goodwill or anticipated savings, loss of or loss of use of any software or data; and/or (ii) indirect, consequential or special loss or damage; and/or (iii) damages, costs and/or expenses due to third party claims; and/or (iv) loss or damage due to the Customer’s failure to comply with obligations under this Agreement, failure to do back-ups of data or any other matter under the control of the Customer. For the purposes of this Section 7, the term “loss” shall include a partial loss, as well as a complete or total loss.

7.4 The parties expressly agree that should any limitation or provision contained in this Section 7 be held to be invalid under any applicable statute or rule of law, it shall to that extent be deemed omitted, but if any party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out in this Section 7.

7.5 The parties expressly agree that any order for specific performance made in connection with this Agreement in respect of Technologies shall be subject to the financial limitations set out in sub-section 7.2.

7.6 The Customer waives the right to bring any claim arising out of or in connection with this Agreement more than twenty-four (24) months after the date of the cause of action giving rise to such claim.

9.4 Australia. The terms in this subsection 9.4 apply only when Dell Technologies means the Dell Technologies sales subsidiary located in Australia (currently Dell Technologies Global Holdings Company (Australian Branch) ABN 86 669 010 6895):

9.4.1 Section 7 (LIMITATION OF LIABILITY). This section is deleted in its entirety and replaced with the following:

7. LIMITATION OF LIABILITY.

7.1 Limitation on Direct Damages. Dell Technologies’s AND ITS SUPPLIERS’ TOTAL LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF COURSEWARE PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY Dell Technologies’s SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED (i) AUD$10,000, FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY; AND (ii) THE PRICE PAID BY CUSTOMER TO Dell Technologies FOR THE SPECIFIC COURSEWARE (CALCULATED ON AN ANNUAL BASIS, WHEN APPLICABLE) FROM WHICH SUCH CLAIM ARISES, FOR DAMAGE OF ANY TYPE NOT IDENTIFIED IN (i) ABOVE OR OTHERWISE EXCLUDED HEREUNDER.

7.2 No Indirect Damages. NEITHER CUSTOMER NOR Dell Technologies (INCLUDING Dell Technologies’s SUPPLIERS) SHALL (a) HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF; AND (b) BRING ANY CLAIM BASED ON COURSEWARE PROVIDED HEREUNDER MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.

7.3 Trade Practices Legislation. Dell Technologies’s liability under any statutory right or any condition or warranty, including any implied by any State Fair Trading Act or the Trade Practices Act, 1974 (Cth) is, to the maximum extent permitted by law, excluded. To the extent that such liability cannot be excluded, Dell Technologies’s liability is limited at the option of Dell Technologies to, in the case of Courseware, any one or more of the following: (i) the replacement thereof or the supply of its equivalent; (ii) the repair thereof; (iii) the payment of the cost of replacement thereof or of acquiring its equivalent; or (iv) the payment of the cost of having such repaired.

9.5 New Zealand. The terms in this subsection 9.5 apply only when Dell Technologies means the Dell Technologies sales subsidiary located in New Zealand (currently Dell Technologies CORPORATION (NEW ZEALAND BRANCH) AKOS. 1188883):

9.5.1 Section 7 (LIMITATION OF LIABILITY). This section is deleted in its entirety and replaced with the following:

7. LIMITATION OF LIABILITY.

7.1 Limitation on Direct Damages. Dell Technologies’s AND ITS SUPPLIERS’ TOTAL LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF COURSEWARE PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY Dell Technologies’s SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED (i) NZ$10,000, FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY; AND (ii) THE PRICE PAID BY CUSTOMER TO Dell Technologies FOR THE SPECIFIC COURSEWARE (CALCULATED ON AN ANNUAL BASIS, WHEN APPLICABLE) FROM WHICH SUCH CLAIM ARISES, FOR DAMAGE OF ANY TYPE NOT IDENTIFIED IN (i) ABOVE OR OTHERWISE EXCLUDED HEREUNDER.

7.2 No Indirect Damages. NEITHER CUSTOMER NOR Dell Technologies (INCLUDING Dell Technologies’s SUPPLIERS) SHALL (a) HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF; AND (b) BRING ANY CLAIM BASED ON COURSEWARE PROVIDED HEREUNDER MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.

7.3 Fair Trading Legislation. Dell Technologies’s liability under any statutory right or any condition or warranty, including any implied by the Fair Trading Act 1986 or Consumer Guarantees Act 1993 ("FTA") or any similar law is, to the maximum extent permitted by law, excluded. To the extent that such liability cannot be excluded, Dell Technologies’s liability is limited at the option of Dell Technologies to, in the case of any Courseware, any one or more of the following: (i) the replacement thereof or the supply of its equivalent; (ii) the repair thereof; (iii) the payment of the cost of replacement thereof or of acquiring its equivalent; or (iv) the payment of the cost of having such repaired.