IT Resource Center terms of service

United States

THESE TERMS AND CONDITIONS OF SERVICE ARE BETWEEN

("HP") AND CUSTOMER

PLEASE READ THESE TERMS CAREFULLY. YOUR PURCHASE OF SERVICES AND LICENSE OF SOFTWARE FROM HP THROUGH THIS WEBSITE ARE GOVERNED BY THESE TERMS (THE AGREEMENT). BY PURCHASING A SERVICE ON THIS WEB SITE, YOU AGREE TO BE BOUND BY THESE TERMS. THESE TERMS ARE SUBJECT TO CHANGE. THE TERMS GOVERNING YOUR TRANSACTION ARE THOSE THAT EXIST ON THIS WEB SITE AT THE TIME OF ORDER.

1. SERVICES:

1. These terms and conditions of Services as well as the stipulations in the order confirmation shall apply to the provision of the Services bought from HP according to the service description as described in the order. All orders for Services are subject to acceptance by HP as evidenced by an on-line confirmation. HP shall provide Customer with an order confirmation or rejection notice as soon as reasonably possible.
2. Unless otherwise specified, delivery of the Services shall be via telephone and electronic means including (but not limited to) electronic mailing and online downloading of information and software.

2. TERM AND TERMINATION:

1. HP shall provide the Services during the term described in the Product Description for each of the Services. This Agreement shall commence for each of the Services on the date of Customer's receipt of order confirmation from HP and shall continue subject to earlier termination in accordance with this Agreement or the service descriptions.
2. Without prejudice to any other rights or remedies it may have, HP reserves the right to suspend the Services in the following circumstances:

1. for whatever reason, upon giving to Customer not less than 30 days' written notice;
2. immediately if HP is required to do so by virtue of any law, authority or order, or if necessary for maintaining, upgrading or changing the Services;
3. immediately if Customer fails to pay any sum due or otherwise fails to perform any other of its material obligations.
4. for failure to comply with this Agreement. Upon termination, Customer must immediately destroy software purchased by HP, together with all copies, adaptations and merged portion in any form.

3. Either party may terminate an order for Services on written notice to the other party at any time in the event of:

1. material breach by the other of any term of this Agreement or of the Web site Terms of Use and failure to remedy such breach within 30 days of receipt of written notice to do so; or
2. any proceedings in bankruptcy, insolvency or winding up by or against the other party or the appointment of any assignee for the benefit of creditors or of a receiver or any similar situation arising.

4. Upon termination, Customer shall pay HP for all Services performed and charges incurred up to the date of termination.

3. PRICES AND PAYMENT:

1. Customer shall pay to HP the prices for Services which exist on this Web site at the time of the order and any additional applicable value added tax or other sales tax or costs. Customer must notify HP promptly of any errors or omissions of any kind in the prices or payment terms contained in HP's order confirmation document.
2. Payment shall be made in the manner described on the order form. Several credit cards are accepted, including Master Card and Visa. No credit terms are available.
3. Except where Customer is in default and subject to any specific terms in the service descriptions, if Customer does not use the Services within the term of this Agreement, or HP suspends the Services pursuant to Clause 2.2.1 or 2.2.2, Customer shall be entitled to a refund on a proportional basis in respect of Services paid for but not utilized by Customer.

4. CUSTOMERS OBLIGATIONS:

1. Customer acknowledges that HP's ability to perform the Services is dependent upon Customer's full and timely co-operation with HP (which Customer agrees to provide) as well as the accuracy and completeness of any information and data Customer provides to HP. Customer shall provide HP with remote access to and use of all information, data, documentation and computer facilities deemed reasonably necessary by HP to provide the Services.
2. Customer shall be responsible for maintaining an external procedure for the reconstruction of lost or altered files, data or programs to the extent deemed necessary by Customer and for actually reconstructing any such materials.
3. Customer shall be responsible for the security of any support agreement numbers, service agreement ids or system handles and any other information (including support agreement identifiers, user identification codes (User I.D.'s), passwords or other means of authentication, and product serial numbers) used in connection with the Services. Customer must inform HP without delay of any loss or unauthorized use of such materials and HP shall not be liable to Customer for any such loss or unauthorized use. Customer is responsible for governing the use, sharing and reassignment of service agreement ids or system handles among its users.
4. Customer shall have the sole responsibility to ensure that it has all appropriate and necessary systems functionality to enable it and its users to access and use the Services including (without limitation) compatible browser software. HP disclaims all liability arising out of the failure of the Customer to access or use the Services due to a breach of this Clause 4.4.
5. HP shall not be liable for any delay in providing or failure to provide any of the Services arising out of or in connection with any breach by Customer of its obligations hereunder.

5. WARRANTY:

1. HP warrants that it shall perform the Services and support using all reasonable skill and care and in accordance with generally recognized commercial practices and standards. HP does not warrant that the operation of the Services will be uninterrupted, error free or performed at any particular speed, or that the Services will provide a solution for Customer in all circumstances.
2. This Agreement sets out the full extent of HP's obligations and liabilities in respect of the supply of the Services. All conditions, warranties, representations or other terms concerning the supply, purported supply or non-supply of the Services which might otherwise be implied into or incorporated in this Agreement, or any collateral agreement, whether by statute, common law, course of dealing or otherwise are hereby expressly excluded to the fullest extent permitted by law. The statutory rights of consumers are unaffected.
3. Customer has sole responsibility for ensuring that its environment is Year 2000 compliant. Customer agrees that HP shall not be responsible for any failure to provide the Services if such failure is the result, either directly or indirectly, of the inability of any products to process, provide or receive date data (i.e. representations for day, month and year) and to properly exchange date data with any product supplied by HP.

6. LIMITATION OF LIABILITY AND REMEDIES:

1. To the extent HP is held legally liable, whether in contract, tort, statute or otherwise, HP's liability is limited to: (1) damage for bodily injury; (2) direct damages to tangible property up to a limit to U.S. $1,000,000; and (3) other direct damages for any claim based on a material breach of services, up to the amount paid for the related Services.
2. HP WILL NOT IN ANY EVENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTIAL OR CONSEQUENTAIL DAMAGES WHATSOEVER (INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) RELATED TO ANY USE, REPORDUCTION, MODIFICAITON, OR DISTRIBUTION OF THE SOFTWARE, INFORMATION, DOCUMENTATION OR LINKS PROVIDED BY THE IT Resource Center, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY. APPLICABLE LAW MAY NOT ALLOW THE EXECLUSION OR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7. SOFTWARE LICENSES:

1. "Software" provided as part of any Service means one or more programs capable of operating on a controller, processor or other hardware product ("Device"). Software is either a separate product, included with another Product ("Bundled Software)", or fixed in a Device and not removable in normal operation ("Firmware"). Unless otherwise agreed, use of Software obtained from or provided by HP is subject to the software license terms under this Clause 7. By downloading and installing the Software, Customer agrees to be bound by this Clause 7.
2. License grant. HP grants Customer a non-exclusive license to Use during the Term one copy of the Software solely for the purposes of the Services. "Use" means storing, loading, installing, executing or displaying the Software. Customer may not modify the Software or disable any licensing or control features of the Software. If the Software is licensed, for "concurrent use", Customer may not allow more than the maximum number of authorized users to Use the Software concurrently.
3. Ownership. The Software is owned and copyrighted by HP or its third party suppliers. Customer's license confers no title or ownership in the Software and is not a sale of any rights in the Software. HP's third party suppliers may protect their rights in the event of violation of these license terms.
4. Copies and Adaptations. Customer may only make copies or adaptations of the Software for archival purposes or when copying or adaptation is an essential step in the authorized Use of the Software. Customer must reproduce all copyright notices in the original Software on all authorized copies or adaptations. Customer may not copy the Software onto any public or distributed bulletin board network. Customer shall not sell, distribute or otherwise dispose of any copies of the Software.
5. No Disassembly or Decryption. Except to the extent permitted by law, Customer may not disassemble or decompile the Software unless HP's prior written consent is obtained. In some jurisdictions, HP's consent may not be required for limited disassembly or decompilation. Upon request, Customer will provide HP with reasonably detailed information regarding any disassembly or decompilation. Customer may not decrypt the Software unless decryption is a necessary part of the operation of the Software.
6. Transfer. Customer's license will automatically terminate upon transfer of the Software. Upon transfer, Customer must deliver the Software, including any copies and related documentation to the transferee. The transferee must accept these license terms as a condition to the transfer.
7. Termination. HP may terminate Customer's license upon notice for failure to comply with any of these license terms. Upon termination, Customer must immediately destroy the Software, together with all copies, adaptations and merged portions of any form.
8. Viruses. HP takes reasonable steps to ensure that the Software is free from computer viruses but advises Customer to use its own virus-checking software.
9. Export Requirements. You may not export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations.

1. U.S. Government Restricted Rights. The Software and Documentation have been developed entirely at private expense. They are delivered and licensed as "commercial computer software" as defined in DFARS 252.227-7013 (Oct. 1988), DFARS 252.211-7015 (May 1991) or DFARS 252.227-7014 (Jun. 1995); as a "commercial item" as defined in FAR 2.101(a); or as "Restricted computer software" as defined in FAR 52.227-19 (Jun. 1987)(or any equivalent agency regulation or contract clause), whichever is applicable. You have only those rights provided for such software and documentation by the applicable FAR or DFARS clause or the HP software agreement for the product involved.

8. ELECTRONIC DATA:

1. Orders, notices and additional messages (including but not limited to order acknowledgements, acceptances and rejections) submitted electronically, by fax or by phone have the same legal effect, validity and enforceability as if they were submitted in writing. If this Agreement or local law requires information to be in writing, such requirement is deemed to have been met by electronic messages generated, sent, received, stored or otherwise processed in connection with this Agreement.
2. Customer acknowledges and agrees that temporary interruptions of Services may occur from time to time. HP shall exercise reasonable care to prevent or minimise such interruptions.

HP shall not be liable to Customer for any failure or delay in receiving or transmitting data, or for any loss of or corruption to any data arising out of or in connection with this Agreement.

9. INTELLECTUAL PROPERTY:

1. All pre-existing rights of ownership, copyright or any other intellectual property rights remain unaffected and except as expressly provided nothing in relation to the Services shall operate as a transfer or licence of such.
2. Customer hereby grants to HP a non-exclusive, unencumbered, worldwide, royalty-free licence to use any of Customer's pre-existing copyright and any and all other intellectual property rights of Customer (or its licensors) to the extent necessary for HP to perform the Services and will indemnify HP fully against any claim that the exercise by HP of its rights under this Clause 9.2 infringes the intellectual property rights of any third party.
3. All copyright and all other intellectual property rights in all reports, specifications, data, materials and all documents of whatever nature and in whatever media delivered, created provided or produced by HP (whether in conjunction with Customer or otherwise) during the course of the Services (the "Documentation") shall be retained by HP but Customer shall have a non-exclusive licence to use such Documentation solely for the purposes of the Services. Customer shall not otherwise use, copy, distribute or modify the Documentation.
4. HP shall be under no restriction whatsoever in respect of using the skill, expertise, knowledge and know how created, developed or gained, either directly or indirectly, as a result of the Services, for and on behalf of itself or other customers and/or potential customers.

10. CONFIDENTIALITY:

1. For the purpose of this Agreement, "Confidential Information" shall mean all information relating to the Services whether technical or commercial, including without limitation all specifications, drawings, designs and computer software or other information, data and materials disclosed or otherwise acquired by the parties in whatever media or form and, where practicable, clearly marked or designated by the disclosing party as being confidential.
2. Each party shall protect against unauthorised disclosure the Confidential Information of the other party by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature being at least a reasonable degree of care. The disclosing party warrants that it has the right to disclose the Confidential Information it releases to the other party pursuant to this Agreement.
3. The obligations set out in this Clause 10 shall not apply to Confidential Information which the receiving party can demonstrate:

1. is or becomes publicly known other than through breach of this Clause 10; or
2. is in possession of the receiving party prior to disclosure by the other party; or
3. is received by the receiving party from an independent third party which has full right of disclosure; or
4. is independently developed by the receiving party.

4. HP may pass Confidential Information to Hewlett-Packard Company, its subsidiaries and affiliates in which event these companies may only use the Confidential Information to the same extent as HP is permitted to do so hereunder.
5. Such obligation of confidentiality shall continue for 2 (two) years from termination or completion of this Agreement.

11. HP EDUCATION SERVICES:

1. The provisions of this Clause 11 govern specifically the supply of HP Education services and if there is any conflict between the provisions of this Clause 11 and the other provisions of this Agreement, then Clause 11 shall prevail in respect of HP Education services to the extent of the conflict.
2. Regulations. If HP notifies Customer of any HP regulations for customer education courses, Customer shall comply with such regulations.
3. Warranty. HP warrants that any materials supplied by it for the purposes of the Services ("HP Materials") shall conform substantially with their published specifications. HP makes no other warranty or representation as to the suitability, quality, or fitness for purpose of the HP Materials and HP expressly disclaims all liability to any person in respect of the consequences of anything done or omitted to be done wholly or partly in reliance upon the whole or any part of the HP Materials. Customer shall have sole responsibility for fulfilling any requirements or accomplishing any objectives for which Customer purchased any HP Materials or Services.
4. If HP recommends an instructor (who is not an HP instructor) for any part of the Services, it does not warrant or represent the quality or appropriateness of the services of such instructor. Customer must satisfy itself that such instructor has the appropriate level of skill and expertise required by Customer, and HP excludes all liability for any loss arising out of Customer's failure to do so.
5. Unless otherwise specified or agreed, all courses shall commence on the date specified by HP in the order confirmation provided to Customer. HP shall use reasonable endeavours to give reasonable notice of any cancellation of any course except in the event of circumstances beyond its reasonable control. If the course cannot be rescheduled, Customer may be entitled to a refund of any fee paid in respect of the cancelled services but shall not otherwise be entitled to any compensation, costs, losses or damages arising from such cancellation.
6. In relation to certain HP Education services, Customer shall be responsible for providing to HP the course materials to be hosted by HP ("Customer Materials"). Upon request, Customer shall transfer promptly to HP the Customer Materials to a specification and in a manner and form stipulated by HP and do all such other things reasonably requested by HP to enable HP to make the Customer Materials accessible to Customer's users and delegates for the purposes of the Services. If Customer wants to change any part of the Customer Materials, it shall notify HP promptly in writing and provide any amendments to enable HP to affect the changes as necessary.
7. Customer shall be solely responsible for the Customer Materials and shall obtain all necessary releases, licences, permissions or other authorisations necessary for the use of the Customer Materials as contemplated by this Agreement. Customer grants to HP a non- exclusive royalty-free licence to digitise, copy, convert, install, cache, publish, hyperlink, upload, compile and otherwise use the Customer Materials as necessary for the provision of the Services. Customer shall indemnify and keep indemnified HP from and against any and all costs, claims, damages, losses, expenses and liabilities arising out of or in connection with any action or claim that (i) the Customer Materials are contrary to or infringe any applicable laws or the intellectual property rights of any third party and/or (ii) HP is in any way responsible for or connected with any of the Customer Materials or Unauthorised Material.
8. Customer acknowledges that HP does not check and has no control over the Customer Materials or any other information or data which might be communicated by Customer (or any of its users or delegates) as part of the Services including (without limitation) any statements communicated as part of a chat room or other discussion forum ("Customer Data"). Customer shall ensure that any Customer Materials and/or Customer Data which may or could be construed as being obscene, indecent, libellous, pornographic, seditious, offensive, defamatory, discriminatory, blasphemous, in breach of any third party intellectual property rights, or otherwise illegal or contrary to any law or third party right ("Unauthorised Material") are not provided to HP, or if posted or otherwise made available in the course of the Services, are notified promptly to HP and removed immediately. HP reserves the right at its sole option to remove access to the Services at any time or remove Customer Materials and/or Customer Data where it has reason to believe the Customer Materials and/or Customer Data contain any Unauthorised Material.
9. Customer shall promptly notify HP in writing of any errors in the Services to enable HP to take reasonable remedial action.
10. Unless otherwise agreed, all HP Materials (oral or written) shall be provided in the English language.

12. GENERAL:

1. Service Interruptions: Customer understands and agrees that temporary interruptions of services provided by the IT Resource Center may occur from time to time as normal events. HP agrees to exercise reasonable care to prevent such occurrences. However, under no circumstances will HP be liable for any financial or other damages due to such interruptions.
2. HP may provide the same or similar services to other customers.
3. Customer may not assign or transfer (in whole or in part) any rights or obligations hereunder without HP's prior written consent. HP reserves the right in its sole discretion to appoint and use sub-contractors.
4. Customer may not export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations. If Customer exports, re-exports or imports products, technology or technical data purchased hereunder, Customer assumes responsibility for complying with applicable laws and regulations and for obtaining required export and import authorizations. HP may suspend performance of Services if Customer is in violation of applicable regulations.
5. HP's failure to exercise any of its rights shall not constitute or be deemed to constitute a waiver or forfeiture of such rights.
6. Any disputes arising in connection with this Agreement shall be governed by the laws of the jurisdiction in which HP has its principal place of business and the courts of that jurisdiction shall have exclusive jurisdiction.
7. This Agreement and any terms set out in the Order and Payment Form shall constitute the entire understanding between the parties relating to the Services and shall supersede any previous communication, representation or agreements, whether oral or written relating to the Services. Other materials on the web site are governed by the Web site terms of use ("Web site Terms") and by entering into this Agreement you agree to comply with the Web site Terms and any other terms specified on the Web site. If there is a conflict between this Agreement and the Web site Terms and any other terms specified on the Web site, this Agreement shall prevail. No change to the Agreement shall be valid unless agreed in writing by an authorized representative of each party, except that HP reserves the right to make reasonable changes to this Agreement and the Services which in HP's reasonable opinion will make the Services more effective.