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I'm very skeptical of any legal rights to enforce many of these non-transferable license agreement. Especially since you never signed any contract with Dell in regards to the license of said upgrade CD. They simply mailed it to you. You don't even click an "I agree" until you open up the CD, and install it, so if noone ever made any contract with Dell, how can it be illegal to sell your upgrade CD which Dell gave you? Once you've installed it, MAYBE they have some legal rights, but even then I wonder if those are legally enforceable
I got the upgrade for FREE (was included in purchase price) and it wasn't worth the price I paid! <$0.00>
Buying a legal (non-pirated) copy from ebay is most likely legal. EULA's and License Agreements may attempt to limit your rights, however often times those are NOT LEGALLY BINDING. For example - many agreements say you cannot make a copy of the (program, cd, movie etc) but FEDERAL FAIR USE laws allow you to make 1 (one) backup copy of any media you own REGARDLESS of what any EULA states. Federal law will trump a company's private EULA... Now that may give the company the right to refuse support to you or other consequences, but they may not have any legal recourse.
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