Terms of Service
Last modified: August 6, 2015
Welcome to HP Developers!
This Developer Agreement ("Agreement") is entered into by and between HP Inc., ("HP"), and the person or legal entity that uses the Services ("Developer").
HP shall provide to Developer, access to certain Services available at hp.com/developer, including any associated websites, platforms, portals, programmatic interfaces (“APIs”), software development kits ("SDKs"), software, information, documentation, and any other code or capability provided by HP (collectively the "Services").
If you are using the Services on behalf of your employer, you hereby represent that you are authorized by your employer to bind it to these terms. Please read the terms carefully.
Our Services are diverse, and therefore additional terms may apply. Additional terms will be available with the relevant Services, and those additional terms become part of this Developer Agreement when those Services are used.
HP may amend the terms of the Agreement at any time in its sole discretion, and Developer’s use of the Services shall be governed by the most recent version of the Agreement to which Developer agrees by using the Services.
The parties may, at any time, agree to a commercial written agreement which by its terms may supersede the terms of this Agreement.
Using our Services
HP hereby grants to Developer, and Developer hereby accepts, a limited, non-exclusive, non-transferable, non-sublicenseable, revocable license to use the Services. Developer may use the Services internally, and/or use or distribute the applications created by use of the Services in connection with its commercial products, subject to the terms set forth herein. In order to use the Services, Developer must register by providing limited personal information (i.e. name and e-mail address), and creating a username and password to access the Services. Any personal information provided by Developer, as well as any other information collected during the course of Developer’s use of the Services, will be treated in accordance with the HP Online Privacy Statement available at http://www8.hp.com/us/en/privacy/privacy.html.
Restrictions on Use
(a) Developer may not assign any rights provided under this agreement to any third-party, use the Services as part of any software released under “open source,” or distribute any portion of the Services on a standalone basis. Developer's right to use the Services is specifically limited to the terms as described herein.
(b) Developer shall not (1) remove, destroy or alter any proprietary markings or confidential legends placed upon or contained within the Services; (2) modify the Services in any fashion; (3) perform and/or publish any benchmark or performance testing, (4) publish information provided by the API in a bulk format, (5) use the API in conjunction with deep packet inspection and/or any form of network surveillance technology; to monitor Internet and/or other telecommunications traffic, or (6) decompile, disassemble or reverse engineer the Services.
(c) Developer acknowledges that any and all use of the Services shall be monitored, tracked, and characterized and that all data used with the service shall be considered NON-CONFIDENTIAL and not requiring of security or privacy protection. Developer must comply with all domestic and international laws and regulations, including United States export laws and regulations, that are applicable to its use of the Services.
(d) Developers shall not create any application, program or work product of any kind, or post, transmit, distribute, print or otherwise store content utilizing the Services which reasonably could be considered (1) defamatory, libelous, hateful, vulgar, pornographic, obscene, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing or harmful to any individual, partnership, or corporation, or invasive of another's privacy, (2) infringing on the proprietary rights of a third party, (3) violates or otherwise encroaches on the rights of others, (4) contains viruses, worms, corrupt files or other content which may compromise the Services, (5) advocates illegal activities, (6) intentionally or unintentionally violates any applicable law, or (7) subjects HP to any legal liability.
(e) The Developer shall ensure that all data and information stored, indexed, retrieved or otherwise caused to be processed by the Services by or at the instruction of the Developer is obtained, transferred, used and held within the law of both the United States and any jurisdiction applicable to the Developer and/or any such data and information, that the Developer has obtained and maintains any and all required and appropriate permissions of the owner(s) and/or subjects of such data and information, to store, index, retrieve or otherwise process such data and information.
(f) The Developer shall have all permissions requisite before causing the Services to interact with any external systems whether controlled by the Developer or a third-party. The Developer shall not use the Services in any manner that would cause interference or damage to an external system.
(g) In addition to the above, if Developer uses and/or distributes the Services in connection with its commercial products, Developer:
i. may not use the Services to create or in connection with products or applications that offer or promote services and/or products competitive with HP or its affiliates, including any and all products and/or services marketed thereby;
ii. may not use the Services in connection with offering or promoting services and/or products that are damaging to, disparaging of, or otherwise detrimental to HP Inc., or respective licensors, licensees, affiliates and partners;
iii. will conform to all marketing and branding guidelines relating to the Services, as set forth in the Agreement and as amended and agreed to or acknowledged by Developer from time to time; and
iv. may not proxy, repackage or otherwise reprovision the Services in any manner that, by an objective examination of product features, does not represent a significant enhancement of the Services, and does not result in an application substantially different from the Services as provided directly by HP.
Warranties and Disclaimers
HP shall respond to reported problems but has no obligation to respond within a particular time frame. HP is not obligated to provide Developer, its customers or any other third party updates, upgrades, enhancements or modifications of any kind. Developer is solely responsible for providing support for its products.
HP retains all right, title and interest (including all copyright, trademark, trade secret, and any other applicable intellectual or industrial property rights) in and to the Services. Developer shall clearly identify all Services as the property of HP. Developer shall not offer, loan, encumber, sell, or otherwise transfer the Services to any third party. Any works, including, without limitation, modules, code, tools, concepts, techniques, inventions, discoveries or improvements conceived, made, developed or reduced to practice by HP with respect to the Services ("Works") shall be owned by HP. Developer shall reasonably assist HP to protect HP's title in and to the Works and, where applicable, to enable HP to obtain and maintain copyright or other legal protection for the Works. Developer acknowledges and agrees that any alterations, feedback, comments, or suggestions it may provide regarding the Services shall be HP's sole and exclusive property, and Developer hereby irrevocably assign to HP all of its rights, title, and interest in any and all feedback. Notwithstanding anything to the contrary in the Agreement, nothing herein shall prevent HP, its associates, partners, resellers or customers from implementing or independently creating the same or similar functionality as that provided and/or created by Developer through the use of the Services. Subject to the rights of HP in the Services, HP claims no ownership over work produce created by Developer using the Services, to the extent that such work product does not include any portion of the Services.
Liability for our Services
THE SERVICES SUPPLIED PURSUANT TO THIS AGREEMENT ARE PROVIDED SOLELY "AS IS", WITHOUT WARRANTY OF ANY KIND OR NATURE. DEVELOPER ACKNOWLEDGES THAT THE SERVICES MAY HAVE ERRORS OR DEFECTS. HP MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU UNDERSTAND AND AGREE THAT THE SUBMISSION OF ANY CONTENT VIA THE OFFERING(S) OR SITE(S) AND THE DOWNLOAD OR UPLOAD OF ANY CONTENT OR OTHER MATERIAL THROUGH THE OFFERINGS OR SITES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR CONTENT OR ANY DAMAGE TO YOUR COMPUTER SYSTEMS OR LOSS OF CONTENT THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY CONTENT OR OTHER MATERIALS VIA THE OFFERINGS OR SITES OR OTHERWISE FROM YOUR USE OF THE OFFERINGS OR SITES.
HP reserves the right not to release an updated version of the Services, or at any time to withdraw, terminate or suspend the Services or to impose or alter prices, features, specifications, capabilities, functions, release dates, general availability, or other characteristics of the Services. Developer acknowledges that if HP makes any changes to the Services, Developer may need to perform additional work to use of the Services as may be further described in this Agreement, as may be updated by HP from time to time.
If Developer is dissatisfied with the Services or any part thereof, its sole and exclusive remedy is to discontinue using the Services. HP shall not be responsible for any loss or damage to Developer, its customers, or any other third parties caused by the Services or by HP's performance of this Agreement. Developer acknowledges that use of the Services, including in connection with a commercial product as authorized hereunder, is entirely at Developer’s own risk and that HP has and shall have no obligation or liability whatsoever regarding Developer’s use of the Services, or HP’s termination, suspension, limitation or modification of the Services. HP SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA OR ANY OTHER CONTENT, LOST PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER LOSSES), ARISING OUT OF ANY USE OF THE SERVICES OR ANY PERFORMANCE OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICES, OR SECURITY BREACHES RELATED TO THE SERVICES). DEVELOPER FURTHER AGREES THAT IN NO EVENT WILL HP’S AGGREGATE MAXIMUM LIABILITY ARISING OUT OF ANY KIND OF CLAIM IN ANY WAY CONNECTED WITH THE SERVICES EXCEED THE AMOUNT ACTUALLY PAID BY DEVELOPER TO ACCESS THE SERVICES FOR THE ONE MONTH PERIOD PRIOR TO THE DATE ON WHICH DEVELOPER’S CLAIM AROSE.
Developer shall be liable for any loss or damage in and to the Services that it causes by virtue of its use.
Developer shall defend, indemnify, and hold harmless HP from all claims, losses, costs, damages, expenses (including attorney's fees), and other liabilities arising out of Developer's use, operation, or possession of the Services, to the fullest extent permitted by law.
Developer agrees to defend, indemnify and hold harmless HP (including its affiliates, and their respective officers, directors, employees and agents) from and against any third party claims, actions or demands (including without limitation, all costs, damages and reasonable legal, accounting and administrative fees which may be incurred in connection therewith) alleging or resulting from or in connection with the use, operation or possession of the Services by Developer and/or its customers (including without limitation Developer’s direct or indirect storing, indexing, retrieving or processing of data or information by or through the Services, or from the interaction between the Services and systems controlled either by the Developer or a third-party; HP’s termination, suspension, limitation or modification of the Services) or Developer’s breach of this Agreement.
HP shall use reasonable efforts to provide Developer with prompt notice of any claim, action or demand described in this Section, and will reasonably assist Developer (at Developer’s expense) in defending any such claim, action or demand. HP reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Developer and, in such case, Developer agrees to cooperate with HP’s defense of such claim. HP shall have no indemnification obligation whatsoever in relation to the Services.
All right, title, and interest to all intellectual property with respect to the Services, including that which may be or become protectable by patent, copyright, trademark, trade secret, or similar laws, shall remain exclusively with HP. Except as expressly provided herein, no license or other right of any kind is granted by HP’s furnishing the Services to Developer. Developer shall not use HP's copyrights, trademarks, trade names, or other intellectual property in any way, unless otherwise expressly provided in the Agreement. HP may terminate your access to the Services and/or remove any content you provide if HP has any reason to believe that your actions using the Services, including any content uploaded by you, infringe the copyright, trademark, or other intellectual property rights of HP or any other party.
Developer shall not alter, decompile, disassemble, copy, modify, or reverse engineer the Services, or attempt to create a substitute or similar technology through use of or access to the Services. Any alterations made to or suggested for the Services by Developer shall be the exclusive property of HP, together with all rights therein.
This Agreement is personal to Developer. Developer shall not assign or otherwise transfer any rights or obligations under this Agreement.
HP may terminate or suspend all or any part of the Services, at its sole discretion, upon notice (including via e-mail) to Developer or immediately without prior notice if HP discovers (i) a breach of the Agreement by Developer or anyone using Developer’s account, (ii) an infringement of HP's or others' intellectual property rights, (iii) nonpayment for access to and/or use of the Services, where applicable, (iv) conduct HP believes is harmful to other users of the Services, or to the business of HP, or (v) any other circumstance which HP in its sole discretion determines merits termination. Developer may terminate the Agreement at any time by ceasing its access and use of the Services, subject to any remaining payment requirements or other terms that may apply. Developer acknowledges that upon termination or suspension by HP of the API Keys, access to the Services, including without limitation through Licensee’s products, will be immediately discontinued, and HP will have no liability whatsoever to Developer or to any of Developer’s customers in connection therewith. Any remaining payments owed by you for use of the Offering(s), if applicable, shall be charged to you and you agree to pay the fees due. HP may remove and discard all content uploaded or otherwise stored by you or on your behalf through the Sites and Offerings. All rights and responsibilities which by their sense and context are intended to survive such suspension or termination shall not be affected (including, without limitation, ownership, confidentiality, indemnification, and limitation of liability).
The Services are accessible for use by other users. Developer agrees that HP is not liable for third party usage of the Services, and is not responsible for any third party materials that may be accessible through the Services.
The Agreement will be governed by and interpreted in accordance with the laws of the State of California without reference to its choice of law provisions. Any suit, action, or proceeding arising from or relating to the Services and/or the Agreement must be brought solely and exclusively in the state or federal courts, as appropriate, in Santa Clara County, California, and you irrevocably consent to the exclusive jurisdiction and venue of such courts in any suit, action or proceedings. If you are a consumer, in the event required by applicable law in your location, any disputes arising in connection with the Agreement may be governed by the laws and the courts of your country and locality where you reside.