1. Personal Consulting Services:
Hewlett-Packard Company located at 3000 Hanover Street, Palo Alto, CA 94304 (“HP”), and Hewlett-Packard (Canada) Co., located at 5150 Spectrum Way, Mississauga, Ontario, L4W 5G1, will provide Personal Consulting services (the “Personal Consulting Service(s)”) as described in these HP Personal Consulting Service terms and conditions and the applicable Service Plan Description (collectively, the "Agreement") to Customer in the United States and Canada, respectively.
2. Definitions:
"Customer" means the end-user HP customer who purchases the Personal Consulting Service described in this Agreement directly from HP or from an authorized HP reseller.
"HP Service Portals" means the web portals which may be available on-line to certain Customers from which Personal Consulting Services can be purchased, scheduled, tracked, activated or renewed and from which Agreement or Service Plan Description details can be accessed.
"License Key" means a serial number (or file and accompanying serial number) that enables the Customer to activate and use the Software provided as part of the purchased subscription services, when applicable.
"Service Plan Description" means the details of features, functionalities, deliverables, system requirements, activation methods and limitations of each Personal Consulting Service.
"Software" means one or more HP or third party software products or programs which may be provided to Customer by HP or third parties, if applicable, in connection with various elements of the Personal Consulting Services and will be subject to separate licensing terms accompanying the Software. Customer agrees and acknowledges that such Software is licensed to Customer by the respective owners or licensees of such Software. Customer shall accept and agree the terms and conditions provided by the respective owners or licensees prior to installing or using such Software.
3. Types of Personal Consulting Services: Customer will choose either Prepaid Services or Subscription Services at the time of purchase as further described here:
a. Prepaid Services are Personal Consulting Services that Customer pays for in full at the time of purchase subject to the following terms:
b. Subscription Services are the Personal Consulting Services that the Customer pays for on a monthly basis subject to the following terms:
4. Customer Representations:
By purchasing the Personal Consulting Services, Customer hereby represents that: (i) it has the legal right, capacity and authority to enter into this Agreement with HP and be legally bound by the terms and conditions herein; (ii) any and all information provided by Customer to HP or HP Resellers in connection with the Personal Consulting Services, including personal information (such as name, address, credit card number, expiration date, email account, etc.), is true, accurate and complete, and will promptly inform HP of any change to such information; (iii) the Personal Consulting Services are purchased for Customer's individual use, not for resale, redistribution or otherwise to share with other parties or entities; (iv) Customer shall not engage in abusive or inappropriate activities with respect to the purchased Personal Consulting Services, such as creating unreasonably high volume of service requests; and (v) at all time during the Term and Renewal Term, Customer will maintain a valid license to use any Software required for the Personal Consulting Services and will comply with the terms of such license for any such Software.
5. Service Requirements:
Customer must meet certain requirements (such as PC hardware and software requirements) as further described in the applicable Service Plan Description (the "Service Requirements"). In addition, to the extent any Software is utilized in connection with the Personal Consulting Service, Customer must ensure that such Software is rightfully obtained via appropriate license(s) and that the current version of such Software is properly installed. With respect to Personal Consulting Services that can only be delivered remotely, Customer's PC must be sufficiently functional so that it is able to support the delivery of the service. If the PC is not sufficiently functional, a hardware repair is necessary before Personal Consulting Services can be delivered remotely. It is also Customer's responsibility to have adequate Internet connection as required for HP to provide the service. If diagnostic software is used as part of the Personal Consulting Services, the products to which the service is provided will be configured in accordance with HP's instructions. During the Term and Renewal Term, Customer must maintain a valid email account to receive notices and other information regarding the Personal Consulting Service. Even if all the Service Requirements are met, the Personal Consulting Service purchased by Customer may not be available at all times. HP reserves the right to refuse to provide the Personal Consulting Services if HP reasonably believes that doing so would subject HP to material business or legal risks.
6. Warranty:
CUSTOMER AGREES AND ACKNOWLEDGES THAT THE PERSONAL CONSULTING SERVICES ARE PROVIDED BY HP ON AN "AS IS" BASIS. HP DOES NOT PROVIDE ANY WARRANTY WHATSOEVER, WHETHER WRITTEN OR ORAL, EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, HP SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, HP DOES NOT PROVIDE ANY WARRANTY WHATSOEVER FOR ANY THIRD PARTY SOFTWARE OR ANY THIRD PARTY SERVICE.
7. Eligibility:
Unless otherwise specified in the applicable Service Plan Description, HP Personal Consulting Services will only be provided to Customers located in the US and Canada.
8. Intellectual Property Rights:
Customer will not gain by virtue of this Agreement any rights of ownership of copyrights, patents, trade secrets, trademarks or any other intellectual property rights owned by HP or any third party Software provider. HP will retain exclusive ownership in all services deliverables created hereunder and will own all intellectual property rights, title and interest in any ideas, concepts, know how, documentation or techniques developed under this Agreement. HP grants Customer the right to use the services deliverables solely for Customer's personal use.
9. Limitations of Liability and Remedies:
To the extent HP is held legally liable to Customer, HP's liability is limited up to the maximum of the purchase price paid by Customer under this Agreement for the Personal Consulting Services at issue. THE REMEDIES PROVIDED IN THIS AGREEMENT ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES. EXCEPT AS INDICATED ABOVE, IN NO EVENT WILL HP, ITS AFFILIATES, ITS SUBCONTRACTORS, OR SUPPLIERS BE LIABLE FOR LOSS OF DATA OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING DOWNTIME COSTS OR LOST PROFIT), OR OTHER DAMAGE WHETHER BASED IN CONTRACT, TORT, STATUTE OR OTHERWISE.
10. Limitations of Service:
11. Customer Responsibilities:
The Personal Consulting Service covered by this Agreement, confirmation of payment and relevant instructions on how to access the applicable services will be communicated to Customer via e-mail. In addition, Customer must:
12. Transfer of Service: This Agreement may only be assigned with HP’s prior written consent.
13. Termination By HP:
HP may terminate this Agreement immediately if (i) HP ceases to provide the Personal Consulting Services, in which case a pro rata refund of Service Charges or Monthly Service Charges will be given; (ii) Customer breaches the terms of this Agreement, or (iii) HP reasonably believes that Customer abuses the Personal Consulting Services. HP may, at its discretion, change the features or functionalities of certain Personal Consulting Service, substitute certain components with similar services or discontinue certain components of the Personal Consulting Service (collectively, "Service Changes"). HP will provide reasonable notice to Customer with respect to any Service Changes and may, at HP's sole discretion, adjust the Service Charges or Monthly Service Charges according to the Service Changes. Customer acknowledges that any software licensed to Customer may cease to operate or function properly after the termination of this Agreement or as a result of Service Changes.
14. Governing Laws:
Any disputes arising in connection with this Agreement provided by HP to Customer located in the US will be governed by the laws of the State of California. The courts of the State of California shall have exclusive jurisdiction over any disputes related to this Agreement arising from a Customer located in the US. Any disputes arising in connection with this Agreement provided by HP to Customer located in Canada will be governed by the laws of the Province of Ontario and Customer unconditionally and irrevocably agrees to the exclusive jurisdiction of the courts of the Province of Ontario located in Toronto, Canada. In no event will any cause of action be brought against HP more than one year after the cause of action has accrued.
Entire Agreement:
The terms and conditions of this Agreement (together with the Service Plan Description) constitute the entire understanding between the parties relating to the provision of services described herein and will supersede any previous communication, representation or agreement whether oral or written. Customer's additional or different terms and conditions will not apply. There are no implied terms and conditions. Customer's acceptance of this Agreement is deemed to occur upon Customer's purchase of service. No change of any of the terms and conditions will be valid unless in writing signed by authorized personnel of each party.