The definitions below apply to this Service Offering Description. Some capitalized terms are defined within the specific context in which they are used below. Other capitalized words that are not defined in this Service Offering Description are defined in the CS Schedule.

• “Capacity” means the usable capacity selected by the customer for the Subscription, measured in Terabytes (“TB”). Capacity is initially selected by the customer when creating a Subscription and may be expanded after the Subscription has been created and deployed.
• “Change and Maintenance Window” means a coordinated timeframe for Dell to perform any technical changes or maintenance to the equipment or the Offerings (i.e. patches, upgrades, refresh, third party vendor updates, etc.). A Change and Maintenance Window must be provided to Supplier through the Portal. In the event where a Change and Maintenance Window has not been provided by the Customer in the Portal, Supplier will use commercially reasonable efforts to notify Customer with advance prior notice of planned Change and Maintenance Windows. Supplier reserves the right to change the Change and Maintenance Windows period with advance prior notice to Customer; provided, however, Supplier will use commercially reasonable efforts to schedule maintenance, systems repairs, and systems upgrades during the customer provided Change and Maintenance Window of the Offerings. Each Change and Maintenance Window will have a start time, maximum duration, and description of tasks to be performed.
• "Мазмун" means data (including all text, sound, video, and image files), software (including machine images), and other information.
• “Customer Content” means Content that a Customer or Customer’s end users load or use on the Offerings. Customer Content does not include configuration, performance, and/or usage data that Supplier collects in connection with the Offerings.
• “Customer-Managed Endpoints” refer to devices (such as laptops, desktops, mobile phones, servers, or virtual machines) that are owned or operated by the customer and are not managed by the service provider.
• “Cybersecurity Incident” means a malicious act or attempt to gain unauthorized access to, disrupt, or misuse the Offerings or In-Scope Environment, or the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, any Customer Content that is transmitted, stored or processed by the Offerings.
• “Dell PowerScale for Microsoft Azure” means the Supplier-managed PowerScale for Azure service as described in this Service Offering Description. Dell PowerScale for Microsoft Azure is a “Dell Cloud Subscription” and the “Offering” for the purpose of the CS Schedule.
• “Downtime Minutes” means the total number of minutes Customer Content is unavailable to Customer systems, excluding any actions needed on the Customer’s part to access or consume the data, subject to any applicable exclusions. There shall be no Downtime Minutes to the extent Customer Content is available to one or more Customer systems.
• "End-Customer” means the entity that purchases the Offerings directly from Supplier or from a Reseller, in each case through Microsoft Marketplace. Notwithstanding anything to the contrary in this Service Offering Description, all references and terms related to fees, payments, refunds, invoices, cancellation, or termination rights, or similar financial terms (collectively, “Financial Terms”) in the Service Offering Description will not apply to a Customer that purchased the Offerings from a Reseller. Financial Terms in Customer’s agreement with the Reseller for the Offerings will apply instead.
• “In-Scope Environment” means the applicable hardware and software assets at the Customer site(s) to which Supplier is delivering the Offerings.
• “Incident” means an event, exclusive of Cybersecurity Incidents or other cybersecurity events in the Customer’s environment, which is not part of the standard operation of the Offerings and which causes, or may cause, an interruption to, or a reduction in, the quality of the Offerings.
• “Measurement Period” means a Gregorian calendar month during which a Service Level Agreement is in force. For the avoidance of doubt, no Service Level Objective or Service Level Agreement shall apply during the enablement phase of the Offerings.
• “Monthly Uptime Percentage” means the Total Calendar Month Minutes minus the Downtime Minutes incurred during a Gregorian calendar month, divided by Total Calendar Month Minutes, such product then multiplied by 100 (i.e., Monthly Uptime Percentage = [(Total Calendar Month Minutes-Downtime Minutes)/(Total Calendar Month Minutes)]*100). Any periods of unavailability for which Supplier is not found responsible through an Incident report will be added back to the Monthly Uptime Percentage prior to the execution of the calculation.
• “Notification of an Incident” means the moment in time when an Incident is opened in the Portal.
• “Plan” means the applicable performance tier of the Offerings as selected by the Customer in Microsoft Marketplace. The Customer may not change or modify the Plan during the duration of the relevant Subscription Term.
• “Portal” refers to the tool that Supplier uses to manage the Offerings and log Incident tickets. It is Supplier’s ITSM software and system of record deployed within Supplier’s environment for the management of tickets associated with the Service.
• “Public Preview” means a non-production, pre-release feature and/or service made available to specified users on an evaluation or trial basis. Any Public Preview offering is an “Evaluation Service” for the purpose of the CS Schedule.
• “Quote” means Supplier’s written or online quotation for the Offerings.
• “Related Software” means software provided by Supplier in connection with the Offerings for the sole purpose of enabling Customer to use the Offerings. Related Software may include development software and tools, and software to be installed in Customer’s environment for the purpose of using the Offerings. Related Software excludes Supplier Storage Endpoint Software and/or other software that Supplier makes available under separate terms or pursuant to a separate agreement. Related Software is “Software” for the purpose of the CS Schedule.
• "Жооп берүү убактысы" is measured as the time between the proper Notification of an Incident, and the acknowledgement of the incident within the Portal.
• “Service Level Agreement” or “SLA” defines the Supplier operational and availability commitment to availability of the Offerings as set forth in Exhibit 1 of this Service Offering Description.
• “Service Level Objective” or “SLO” means the objective measurement criteria of Supplier’s performance as set forth in Exhibit 1 of this Service Offering Description.
• “SLA Refund” means a refund resulting from a failed SLA as set forth in this Service Offering Description.
• “Subscription Activation Date” means the date that the Offerings are provisioned by Supplier and available for use.
• “Total Calendar Month Minutes” means the total minutes in the relevant Gregorian calendar month.

Сунуштар

The Offerings are a managed, scalable, file storage service operated by the Customer via Related Software. Customer may access and use the Offerings for Customer’s own internal business purposes only and in compliance with the CS Schedule, this Service Offering Description, and Documentation (as defined herein) for the Subscription Term unless earlier terminated. Customer may use the Offerings up to the maximum Capacity. There may be material performance degradation if use approaches maximum Capacity as no further data may be written to the Offerings and Supplier may be unable to support, update, or maintain the Offerings unless Customer makes Capacity available. The Offerings shall be purchased by the Customer via Microsoft Marketplace. The Offerings include: (i) proactive monitoring and management to an availability Service Level Agreement and (ii) 24×7 support services, each as defined in Exhibit 1. Customer may make copies of the Documentation for its own internal use in connection with its use of the Offerings in accordance with this Service Offering Description and the CS Schedule, but no more than the amount reasonably necessary. Customer hereby consents to Supplier’s use of third-party suppliers, including data center providers to supply hosting services for the Offerings.

PUBLIC PREVIEW БАШКА АЛУУ

AT SUPPLIER’S SOLE DISCRETION, SUPPLIER MAY PROVIDE CUSTOMER WITH A PUBLIC PREVIEW VERSION OF THE OFFERINGS THAT IS, PURSUANT TO THE CS SCHEDULE, PROVIDED: “AS IS”; WITHOUT ANY INDEMNIFICATION, WARRANTY, OR CONDITION OF ANY KIND; WITHOUT ANY SERVICE LEVEL COMMITMENT; AND WITHOUT ANY UPTIME COMMITMENT OR SLA REFUNDS.

Техникалык документация

Документация дареги боюнча жеткиликтүү https://www.dell.com/support/productdetails/en-us/product/powerscale-for-public-cloud/resources/manuals. Technical documentation may be provided in Supplier’s sole discretion to the extent, and in such form and quantity, as is reasonably necessary to support Customer’s authorized internal use of the Offerings (herein “Documentation”)

Offerings Operations

Кардардын милдеттенмелери

To the extent applicable to the Offerings, Customer is responsible for, and where applicable will provide or enable, the following at its sole cost and expense (collectively, “Customer Obligations”):

• Authorized access to Microsoft Azure, internal customer networks for Azure cloud infrastructure, and internet connectivity to the Offerings;
• Ongoing compliance with any applicable laws, including without limitation privacy laws (such as the EU General Data Protection Regulation) which regulate storage and onward transfers of personal data;
• Compliance with the applicable Supplier and Microsoft Azure terms and conditions;
• Operating and maintaining a data back-up system in the Customer’s environment, including retaining multiple copies of Customer Content, consistent with industry best practices;
• Maintaining sufficient available Capacity to enable Supplier to support, update, and maintain the Offerings;
• Backing up data (including Customer Content) before Supplier performs any remedial, upgrade, or other work on the Offerings;
• Backing up data (including customer configuration) before Customer performs any change to the delegated vNet/subnet of the Offerings;
• Ensuring the physical and logical security of any Customer infrastructure, including all customer applications, workloads, Customer-Managed
• Endpoints and network connectivity tools, used in connection with the Offerings;
• Applying updates and security and vulnerability patches from time to time, including as directed by Supplier;
• Managing the configuration of the Offerings (including configurating anti-virus, file-access, snapshot policy, replication policy, and other settings, among other things) using Supplier provided management tools and control panels;
• Network security and vulnerability scans of the Customer systems including all applications, workloads and network connectivity tools operated, by
• Customer, and performing security monitoring of those systems;
• Ensuring the security of Azure server-side encryption key used in a data protection mechanism; and
• Defining a weekly, twenty-four-hour Change and Maintenance Window via the Portal.

Offerings Exclusions

The Offerings do not include the following:

• Identity and access management in Supplier and Microsoft Azure;
• Any configuration of customer infrastructure, including applications, workloads, and networks, among other things;
• Monitoring or upkeeping Customer infrastructure, including network topology, anti-virus, and performance assessment, among other things;
• Disaster recovery services;
• Back-up services;
• Data migration services;
• Consulting services;
• Post-deployment configuration services
• Support for InsightIQ;
• Support for MetadataIQ;
• Support for SmartPools; or
• Support for CloudPools.

The Offerings are not intended for use as a backup or recovery service for Customer Content or other Customer data, including without limitation any security, system, or network event information or data. Customer, and not Supplier, is responsible for maintaining backups of such data in compliance with Customer policies.
Supplier shall not be responsible or liable for: (i) Customer’s failure to use the Offerings or any part thereof in accordance with the Documentation or any other instructions provided by Supplier; (ii) any negligence, misuse, or abuse of the Offerings by Customer or any third party; (iii) any actual or attempted modification, alteration, or addition to the Offerings other than by Supplier; and (iv) any Customer Obligations.

Кирүү башкаруу элементтери

Supplier will not access Customer’s usage of the Offerings (including Customer Content) except as necessary to maintain or provide the Offerings or to comply with law. Supplier will maintain access controls and policies to manage authorizations for access to the Offerings from each network connection and user, including through the use of firewalls or functionally equivalent technology and authentication controls. Offerings will maintain industry standard access controls and other technical controls designed to (i) restrict unauthorized access to data, and (ii) segregate each customer’s data from other customers’ data. Supplier will (i) provision and restrict user access to the Offerings in accordance with least privilege principles based on personnel job functions, and (ii) require periodic review of Offerings access privileges and, where necessary, revoke Offerings access privileges in a timely manner.

Бизнес операциялары

Баа коюу

Pricing for Customer’s purchase of the Subscriptions of the Offerings from Supplier is based on:
(i) Plan (ii) Capacity; and (iii) the length of the Subscription Term. Pricing may vary depending on Customer’s needs and resulting configuration.

Эсеп коюу

Fees for the Offerings for the entire Subscription Term are payable in advance and will be invoiced by Microsoft, on or about the Order date.

Жазылуу мөөнөтү

The Offerings are offered for a Subscription Term commencing from the Subscription Activation Date and continuing to the end of the Subscription Term of any valid Offerings. Subscriptions to the Offerings are not transferable.

Жаңылоо

Auto-renewal will be on by default. If Customer does not want a Subscription to auto-renew, Customer must expressly cancel such Subscription in Microsoft Marketplace, in which case the Offerings will be terminated. To the extent Customer does not cancel a Subscription, such Subscription shall auto-renew renew for an additional Subscription Term of the same duration as the applicable expiring Subscription Term. For example, if Customer does not cancel a Subscription by the end of its initial one-year term, such Subscription will autore new for an additional one-year term.

Termination of the Offerings

If Supplier terminates Customer’s Order for the Offerings, then Customer:
(a) will permanently lose access to and use of the Offerings, including any Customer specific configurations and data hosted within the Offerings; (b) environments and configurations will be deleted pursuant to Supplier practices; and (c) any and all remaining fees will be due immediately. No Customer Content will be retained.
Supplier reserves the right to retain telemetry data after termination in case an SLA Refund needs to be granted after the fact.

Жокко чыгаруу

Except to the extent otherwise required by applicable law or as otherwise permitted in the CS Schedule, Customer, may not cancel or terminate any current Order for the Offerings prior to the expiration of the Subscription Term. Customer may stop using the Offerings at any time, but Customer is liable for all charges for the Subscription Term, regardless of whether Customer actually uses the Offerings for the entire Subscription Term. Except as otherwise provided in the CS Schedule, there is no refund for any charges that Customer paid at the time Customer ordered the Offerings, regardless of whether Customer actually used the Offerings for the entire Subscription Term.

Exhibit 1 Performance Standards

1. Service Level Objectives. The Service Level Objectives are measurements against metrics that
   Supplier will strive to achieve. If Supplier fails to achieve an SLO, Supplier will carry out reasonable corrective actions in order to meet the SLO and the parties will discuss corrective actions in good faith. For the avoidance of doubt, there is no financial penalty or other credit associated with Supplier’s failure to achieve an SLO.
2. Колдоо кызматтары. Supplier is the single point of contact for all Offering-related Support Services requests. For customer support during deployment, refer to your Microsoft portal for Supplier Support contact numbers. For customer support post-deployment, create support tickets via managedservices.dell.com.
3. Окуяларды башкаруу
   

   Incident Level	Жооп убактысы	Service Window**
   Жогорку*	Ticket acknowledged within 15 minutes	24x7x365
   Орто	Ticket acknowledged within 1 hour	24x7x365
   Төмөн	Ticket acknowledged within 4 Business Hours	8×5 Business Hours
   Жок	Ticket acknowledged within 8 Business Hours	8×5 Business Hours

   Priority 1 tickets need to be called in via phone.
   Business Hours/Days are Monday – Friday, 9:00am – 5:00pm, local data center time, excluding local holidays.

4.  Incident Level.
   • Жогорку: Customer is experiencing significant loss or degradation of the Offerings and requires immediate attention from Supplier. Customer is available 24×7 to work with a support team to resolve this Incident.
   • Орточо: Customer experiencing moderate loss or degradation of the Offerings, but work can reasonably continue in an impaired manner. Customer is available during normal business hours to work with a Supplier support team to resolve this Incident.
   • Төмөн: Customer is experiencing minor Offering disruption. Customer is available during normal business hours to work with a Supplier support team to resolve this Incident.
   • Жок: Customer wants to request an enhancement or a documentation update.
5. Problem Management – Incident Report. The Incident Management process follows ITIL standards in which all incidents are closed with an explanation of the issue and how it was resolved. The Incident report is a more in-depth analysis and is performed at Supplier’s discretion and only for incidents with a High Incident Level. Customer requests for an Incident report against events designated Incident Level of Medium, Low, and None must be approved by Supplier. If Supplier approves such a request for an Incident report, then Supplier will produce the following information: incident description; incident scope; and probable root cause.

Тейлөө деңгээли жөнүндө келишим (SLA)

Introduction

This Service Level Agreement for these Offerings supplements the Service Offering Description for Dell PowerScale for Microsoft Azure that governs the Offerings.  This Section identifies the expected service levels for the purchased Subscription Term and is subject to review and revision upon renewal.

Uptime Commitment

While Customer is receiving the Offerings, the Offerings will be operational and available to Customer at least 99.99% of the time in any Gregorian calendar month. The “Uptime Commitment” is measured as the extent to which the data within the Offerings is available for use. Service administration tools are not included in the Uptime Commitment. Customer may be entitled to an SLA Refund if Supplier does not satisfy the Uptime Commitment. Customer is responsible for initiating any claim for an SLA Refund within thirty (30) days from distribution of availability report, and providing any documentation reasonably requested by Supplier to be eligible to earn an SLA Refund. SLA Refund shall be Customer’s exclusive remedy for not meeting the Uptime Commitment

SLA Refunds

The availability of any SLA Refund is determined based on the criteria below:

Customer be issued a refund through wire transfer/electronic payment, even if an Offering is not being renewed. Customer will be responsible for any subsequential bank charges, and any foreign exchange risk, tax risk needs to be borne by the customer.

Third Party Performance

In addition, with respect to an Uptime Commitment where the target is timebased, measurement time shall be suspended during periods when Supplier is awaiting performance of functions by any party other than Supplier that are necessary for Supplier to complete the activities required by the Uptime Commitment.

Uptime Commitment Failures

If the Uptime Commitment targets are not met, Supplier will, at its discretion, perform the following:

• Investigate, assemble and preserve pertinent information with respect to the Incidents or other factors which led to same;
• Execute a corrective action plan;
• Advise Customer, if necessary, of the status of remedial efforts being undertaken; and/or
• Take appropriate measures intended to prevent a reoccurrence.

Exclusions to Service Level Objectives and Service Level Agreement

Supplier shall not be responsible for the failure to meet any SLO, SLA, or Uptime Commitment to the extent that any such failure is attributable to any of the following causes:

• Occurrences outside the supported Offering environment, or any other cause beyond Supplier’s control , including a failure of the Customer’s technology and other assets;
• Any force majeure, suspension, or cancellation events;
• Any acts or omissions of Customer or Customer affiliates, employees, subcontractors, representatives, agents, or third-parties;
• Any failure of Customer’s or a third-party’s equipment, environment or services;
• Customer’s failure to take corrective actions reasonably requested and identified by Supplier in writing to Customer as essential to maintain service levels;
• Customer’s failure to enable telemetry;
• Any preview, pre-release, beta or trial versions of an Offering, feature or software (as determined by Supplier) or to purchases made using any credits;
• Any infringement by Customer of Supplier or a third party’s intellectual property;
• Any failure to meet service levels while under a business continuity or disaster recovery plan;
• Any event caused by or attendant to an existing incident which is the subject to an SLA Refund;
• Any action taken by Supplier at the direction of Customer;
• Any Offering or resource reductions requested or approved by Customer and agreed by the parties;
• Any action taken by Supplier within a scheduled Change and Maintenance Window;
• Any Cybersecurity Incidents related to Customer’s failure to properly mitigate such issues through proper monitoring;
• If maximum Capacity reaches 90% or more;
• Customer’s use of an Offering without implementing modifications as advised by Supplier advised;
• That result from your failure to adhere to any required configurations, use supported configurations or platforms, follow any policies for acceptable use, or your use of the Service in a manner inconsistent with the features and functionality of the Service (for example, attempts to perform operations that are not supported) or inconsistent with our published guidance; or
• Additionally, with respect to SLOs where the target is time-based, measurement time shall be suspended during periods when Supplier is awaiting performance of functions by any party other than Supplier that are necessary for Supplier to complete the activities required by such SLOs.

Кардарларды колдоо

© 2025 Dell, Inc. or its subsidiaries. All Rights Reserved. Dell, EMC, and other trademarks are trademarks of Dell, Inc. or its subsidiaries. Other trademarks may be the property of their respective owners.