CANOPY PILOT PROGRAM TERMS OF SERVICE

Effective: March 24, 2020

These terms of service (the "Terms") are a legal contract between you (“You” and“Your”) and HP Inc. (“HP”). The Terms explain how You are permitted to use the website located at the url: www.hpcanopy.com as well as all associated sites linked to the site by HP, its subsidiaries and affiliated companies (collectively, the "Site"),the content and services available through the Site, including the IT Services(as defined below), and any software that HP provides to You to enable You to access the Site or applicable services (all of the foregoing collectively, the"Services").  

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON,REGISTERING FOR AN ACCOUNT, USING THE SITE, OR ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.  These Terms are effective as of the date You first click “I agree” (or similar button or checkbox) or use or access the Services, whichever is earlier. If You accept or agree to these Terms on behalf of Your employer or another legal entity, You represent and warrant that (i) You have full legal authority to bind Your employer or such entity to these Terms; (ii) You have read and understand these Terms; and (iii) You agree to these Terms on behalf of the party that You represent.  In such event, “You” and “Your” will refer and apply to Your employer or such other legal entity.

Any personal data You submit to HP or which HP collects about You is governed by HP’s Privacy Policy (“Privacy Policy”), available at www.hp.com/go/privacy.  You acknowledge that by using the Services, You have reviewed the Privacy Policy.  The Privacy Policy is incorporated by reference into these Terms and together form and are hereinafter referred to as this “Agreement.”

PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND HP CAN BE RESOLVED.IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER(SECTION 17). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING,IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.

YOU MAY REVIEW, SAVE OR PRINT ANY PART OF THIS AGREEMENT. WE ENCOURAGE YOU TO PRINT OUT A COPY OF THIS ENTIRE DOCUMENT AND REFER TO IT AS YOU USE THE SERVICES. You may contact HP about the Services and this Agreement at:

HP Inc.

1501 Page Mill Road

Palo Alto, CA 94303

HP Customer Support Telephone: 1-855-785-2777

1.     NATURE OF SERVICES.

HP has created a proprietary electronic Site to connect its clients (“Clients”) needing technical support and other labor services (“IT Services”) to a service providers authorized by HP (“Providers”) to provide such services.  The Site is a venue that creates efficiencies in managing and delivering IT Services by allowing Clients to find Providers matching their needs.  HP will assign and connect a Provider to Clients based on the requested IT Services.  

HP has developed a pilot program, Canopy, to test desirability of the IT Services and service models.  The IT Services covered by the Canopy pilot program may consist of may consist of on-site, and virtual IT support,and may leverage devices, software, applications or entire or partial combination thereof as mutually agreed between You and HP.

You agree to (a)use the Services and cooperate with HP in evaluating the Services; (b) allow HP representatives to observe Service delivery; and (c) if requested, work with HP to identify and resolve any errors, problems, or defects in the Services discovered by You or HP, and in identifying additional uses and functions for the Services. All such feedback, comments, suggestions and improvements constitute “Feedback” as defined below.

2.      ACCOUNT, PASSWORD AND SECURITY.

In order to use the Services, You may be required to provide certain information,including without limitation Your name, full address, phone number and email address, and maintain a Client account with HP (the “Account”).  By using the Services, You agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the information to keep it accurate, current and complete. You are the sole authorized user of Your Account. You are responsible for maintaining the confidentiality of any log-in and password provided by You or given to You by HP for accessing the Services.You are solely and fully responsible for all activities that occur under Your password or Account, including any Fees (as defined below), even if not authorized by You. HP has no control over the use of any user’s Account and expressly disclaims any liability derived therefrom. Should You suspect that any unauthorized party may be using Your password or Account or You suspect any other breach of security, You agree to contact HP immediately.

The person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of these Terms and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the Services;provided, however, that if You are signing up for the Services on behalf of Your employer, Your employer shall be the Account Owner. As the Account Owner, You are solely responsible for complying with these Terms and only You are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must immediately notify HP of any unauthorized use of Your password or identification or any other breach or threatened breach of HP’s security or the security of Your Account.

By providing Your mobile phone number and using the Services,You hereby affirmatively consent to HP’s use of Your mobile phone number for calls and recurring texts (including with an autodialer and/or prerecorded voice), in order to (i) perform and improve upon the Services, (ii) facilitate the carrying out the Services, and (iii) provide You with information and reminders regarding Your registration, changes and updates, service outages or alterations. HP will not assess any charges for calls or texts, but standard message, data or other charges from Your wireless carrier may apply. You may opt-out of receiving texts messages from HP by modifying Your Account settings,texting “STOP” in response to any texts, or by emailing admin@hpcanopy.com  and specifying You want to opt-out of texts. You may opt-out of receiving calls from HP by stating that You no longer wish to receive calls during any call with HP, or by emailing admin@hpcanopy.com and specifying You want to opt-out of calls. You understand that HP may send You a text confirming any opt-out by You.

3.     DATA COLLECTION, USAGE AND SHARING.

The collection, use and sharing of data shall be governed by the Privacy Policy located at www.hp.com/go/privacy.  The Services enable HP to capture and view Your data, including, but not limited to IT infrastructure, software used, and IT support needs. You acknowledge and agree that HP has permission to view and collect this data for purposes of improving Service delivery and understanding data trends.  HP, at its sole discretion but to the extent reasonably necessary for the purpose of this Agreement(including but not limited to data analysis, maintenance and/or improvement of the Services), may share data with third parties as described in the Privacy Policy.Any data reviewed and collected under this Agreement shall not be deemed Your confidential information.

4.      AGREEMENT TO CONTRACT ELECTRONICALLY.

Your use of the Services signifies Your agreement to contract electronically with HP.This means that when You click the button to request Services, You are agreeing to all of the terms in this Agreement. In addition, HP may communicate with You by e-mail, by text message, or by posting notices on the Site. You agree that all such notices, disclosures and other communications that HP provides to You electronically satisfy any legal requirement that such communications be in writing. Costs associated with Your maintaining an email account or text messaging capability are Your responsibility.

5.      CHANGES TO THIS AGREEMENT.

HP may modify this Agreement at any time in its sole discretion with thirty (30) days prior notice to You by posting a notice of such modification on the Site. HP may also send notifications of such modifications to You at the email address or text message to the email and/or telephone You have provided in Your Account.Your continued use of the Services after modification becomes effective (i.e.,after thirty (30) days from the posting or sending of such notice to You) will indicate Your acceptance of the modified Agreement. If You do not accept the Agreement as modified, do not use the Services. In addition, HP, in its sole discretion, may suspend performance or refuse to provide access, and may modify, suspend or discontinue the Services.

6.     GENERAL USE.

a.     By using the Services, You represent, acknowledge and agree that You are at least 18 years of age.  

b.     HP provides content through the Services that is copyrighted and/or trademarked work of HP or HP’s third-party licensors and suppliers, clients or other users of the Site (collectively, the “Materials”).  Materials may include logos,graphics, video, images, software and other content.

c.      Subject to and conditioned upon Your compliance with this Agreement, HP hereby grants You a limited, personal, non-exclusive and non-transferable license to use the Materials solely for purposes of using the Services.  Except for the foregoing license, You have no other rights in the Services or any Materials and You may not modify, edit, copy, reproduce, create derivative works of,reverse engineer, alter, enhance or in any way exploit any of the Services or Materials in any manner.  You may not (a)modify or alter the Services or (b) rent, lease, license, loan, resell,transfer, distribute or otherwise make the Services available to any third party without the prior written consent of HP.

d.     If You breach any of this Agreement, the above license to Materials and all Services(whether or not there was a breach of any specific Services terms) will terminate automatically and You must immediately destroy any downloaded or printed Materials.

7.     PROVISION OF THE SERVICES.

You are responsible for any internet services, data, and telecommunication fees incurred when accessing the Services. You acknowledge and agree that HP may make changes to any aspect of the Services at any time without notifying You in advance, which may result in the Services being down for extended periods of time.

8.     PRICING,FEES AND PAYMENTS.

The pricing and payment terms applicable to the Canopy pilot program will be specified on the “Services and Pricing” page displayed in Your Account or as may be communicated to You by HP directly.

9.     INDEPENDENT CONTRACTOR STATUS AND RELATIONSHIP OF THE PARTIES.

The relationship between You and HP is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between You and HP, and neither party shall have the authority to contract for or bind the other party in any matter whatsoever. Furthermore, You represent that each Provider who performs work will be doing so as an independent contractor, unless otherwise agreed to by the You and HP.

10.  SUBMISSIONS.

a.     You are responsible for the information, opinions, messages, comments, photos, videos,graphics, sounds and other content or material that You submit, upload, post or otherwise make available on or through the Services (each a“Submission”). You may not upload, post or otherwise make available on the Services any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on You.  You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Submission that You make.  You have full responsibility for each Submission You make, including its legality, reliability and appropriateness.

b.     Unless otherwise explicitly stated in this Agreement, You agree that any Submission provided by You in connection with the Services is provided on anon-proprietary and non-confidential basis.  You hereby grant to HP anon-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sub-license through multiple tiers) to use,reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of Your Submissions, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorize others to use the Submissions.  We may modify or adapt Your Submissions in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the Submissions as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media. HP agrees to use any personally identifiable information contained in any of Your Submissions in accordance with the Privacy Policy.

c.      You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by You to or through the Services.

11.  UNAUTHORIZED ACTIVITIES.

When using the Services,You agree not to:

a.     Defame,abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

b.     Use racially, ethnically, or otherwise offensive language.

c.      Discuss or incite illegal activity.

d.     Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).

e.     Post anything that exploits children or minors or that depicts cruelty to animals.

f.      Post any copyrighted or trademarked materials without the express permission from the owner.

g.     Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.

h.     Use any robot, spider, scraper or other automated means to access the Services.

i.       Take any action that imposes an unreasonable or disproportionately large load on Infrastructure.

j.       Alter the opinions or comments posted by others on the Services.

k.     Post anything clearly false or misleading.

l.       Post anything unrelated to HP‘s business, products or services.

m.   Post anything contrary to HP‘s public image, goodwill or reputation, provided that the foregoing will not apply to You if applicable law prohibits such limitations and restrictions.

This list of prohibitions provides examples and is not complete or exclusive. HP reserves the right to (1) terminate access to Your account, Your ability to post to the Services (or use the Services) and (2) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reasoner no reason, or for any action that HP determines is inappropriate or disruptive to the Services or to any other user of the Services.  

HP may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at HP’s discretion, HP will cooperate with law enforcement agencies in any investigation of alleged illegal activity on THE SERVICES or on the Internet.

Unauthorized use of any Materials or Third-Party Content contained on THE SERVICES may violate certain laws and regulations.

12.  INDEMNITY.

You agree to indemnify, defend and hold HP and its officers, directors, employees,affiliates, agents, licencors, and business partners (collectively, the“Indemnified Parties”) harmless from and against any and all costs, damages,liabilities, and expenses (including attorneys’ fees and costs of defense) (collectively,“Liabilities”) HP or any other Indemnified Party suffers in relation to,arising from, or for the purpose of avoiding, any claim or demand from third-party in connection with (i) Your use or inability to use the Services,or the use of the Services by any person using Your username and/or password(including without limitation, Your participation in the posting areas or, Your Submissions), (ii) Your breach of this Agreement, (iii) Your violation of any applicable law or regulation, or the rights of any user of third party, and(iv) any content in a Submission, including, but not limited to the fullest extent that such content may infringe on the copyrights, trademark rights brother intellectual property rights of any third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any Liabilities resulting from Your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action You take that imposes an unreasonable burden or loan on HP‘s infrastructure. HP reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to Your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of HP.

13.  PROPRIETARY RIGHTS.

a.     Trademarks,names and logos on the Services are the property of their respective owners.

b.     Unless otherwise specified in these Terms, the Materials, all information and screens appearing on this Site, including documents, services, site design, text,graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of HP, Copyright ©HPDC .  All rights not expressly granted herein are reserved.  

c.      Except as otherwise required or limited by applicable law, any reproduction,distribution, modification, re transmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

14.  DISCLAIMER OF WARRANTIES.

a.     Your use of the Services is at Your own risk.  The Materials have not been verified or authenticated in whole or in part by HP, and they may include inaccuracies or typographical or other errors.  HP does not warrant the accuracy of timeliness of the Materials contained on the Services.  HP has no liability for any errors or omissions in the Materials, whether provided by HP,its licencors or suppliers or other users.      

b.     THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HP MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II)PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY ACCESS TO OR USE OF HP‘S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND HP‘s REASONABLE CONTROL.

15.  LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW:

a.     HP SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING,OR DOWNLOADING ANY MATERIALS TO OR FROM THE SERVICES.  

b.     UNDER NO CIRCUMSTANCES WILL HP AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL,ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY HP, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

c.      IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT HP AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE,EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO HP DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW. . THE REMEDIES PROVIDED IN THIS AGREEMENT ARE YOUR SOLE AND EXCLUSIVE REMEDIES. Some jurisdictions do not allow the exclusion or limitation of particular types of damages, so the above limitation or exclusions may not apply to You in their entire ties, but will apply to the maximum extent permitted by applicable law.

16.   CONFIDENTIAL INFORMATION.

You acknowledge that Confidential Information (as defined below) is a valuable,special and unique asset of HP and agree that You will not disclose, transfer,use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services in accordance with these Terms. If relevant, You may disclose the Confidential Information to Your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify HP in writing of any circumstances that may constitute unauthorized disclosure,transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use.You shall return all originals and any copies of any and all materials containing Confidential Information to HP upon termination of this Agreement for any reason whatsoever.

The term“Confidential Information” shall mean any and all of HP’s trade secrets,confidential and proprietary information, and all other information and data of HP that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research,product plans, products, services, customers, markets, software, developments,inventions, processes, formulas, technology, designs, drawings, engineering,hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to HP or HP’s business,operations or properties, including information about HP’s staff, users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

17.   DISPUTE RESOLUTION& CLASS ACTION WAIVER.

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND HP CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND HP TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

Youagree that, in the event any dispute or claim arises out of or relating to Youruse of the Services, You will contact HP at and You and HP will attempt in good faith tonegotiate a written resolution of the matter directly. You agree that if thematter remains unresolved for 30 days after notification (via certified mail orpersonal delivery),  such matter will be deemed a “Dispute” as definedbelow.  Except for the right to seekinjunctive or other equitable relief described under the “Binding Arbitration”section below, should You file any arbitration claims, or any administrative orlegal  actions without first having attempted to resolve the matter bymediation, then You agree that You will not be entitled to recover attorneys'fees, even if You may have been entitled to them otherwise.

Binding Arbitration. You and HP agree that any dispute, claim or controversy arising out of or relating to this Agreement or to Your use of the Services(collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement,misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that You and HP both agree to waive the right to a trial by jury. Notwithstanding the foregoing, You may bring a claim against HP in “small claims” court,instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.

Class Action Waiver. You and HP agree that any proceedings to resolve Dispute swill be conducted on an individual basis and not in a class, consolidated, or representative action. This means that You and HP both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless You and HP agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.

Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution’section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).

Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.

Arbitration Location and Procedure. Unless You and HP agree otherwise, the seat of the arbitration shall be in San Francisco, California. If Your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents You and HP submit to the arbitrator, unless You request a hearing and the arbitrator then determines that a hearing is necessary. If Your claim exceeds USD$10,000, Your right to a hearing will be determined by AAA Rules.Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.

Arbitrator’s Decision and Governing Law. The arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant's individual claim.

Fees. Each party's responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.

18.  GOVERNING LAWS.

Any disputes arising out of or otherwise relating to this Agreement, whether based on contract, tort, fraud, or any other legal theory, shall be governed by the law of the state California. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms.  

19.  FEEDBACK.

a.     If You send or transmit any communications, comments, questions, suggestions, or related materials to HP, whether by letter, email, telephone, or otherwise(collectively, “Feedback”), suggesting or recommending changes to the Services,including, without limitation, new features or functionality relating thereto,all such Feedback is, and will be treated as non-confidential and non-proprietary.

b.     Except as prohibited by applicable law, You hereby assign all right, title, and interest in, and HP is free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patent able, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly,products and services using such Feedback.  Where the foregoing assignments prohibited by law, You hereby grant HP an exclusive, transferable,worldwide, royalty-free, fully paid up license (including the right to sub license) to use and exploit all Feedback as We may determine in HP‘s sole discretion.  

c.      Notwithstanding the foregoing, You understand and agree that HP is not obligated to use,display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use,display, reproduction, or distribution.

20.  ENTIRE AGREEMENT; ORDER OF PRECEDENCE.

The terms of this Agreement, together with other terms and conditions expressly referenced in this Agreement, constitute the entire understanding between You and HP relating to the Services will supersede any previous communication, representation or agreement whether oral or written. In the event of any conflict between this Agreement and any other terms, the terms of this Agreement shall control. In the event of any conflict between this Agreement and any other separate terms applicable to the Services (i.e.Provider terms and conditions), the conflicting separate terms shall control.

21.  MISCELLANEOUS.

HP’s failure to exercise any right under this Agreement will not constitute a waiver of such right. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the court should endeavor to give effect to the intentions reflected in the provision, and the other provisions of the Agreement will remain in full force and effect. You may not assign this Agreement by operation of law or otherwise; HP may assign this Agreement. The section titles in this Agreement are for convenience only and have no legal effect. This Agreement will be interpreted without application of any strict construction in favor of You or against HP. Without limiting any other provision in this Agreement, HP shall not be liable for any failure of the Services which results from acts or events beyond its reasonable control. All terms in this Agreement that by their nature would survive termination of this Agreement (including but not limited to those terms related to proprietary rights, disclaimer of warranties, representations made by You, indemnities,limitations of liability and general provisions, and Your payment obligations for the Services procured through the Site) will survive termination.