HP STORAGE DEVELOPERS PROGRAM AGREEMENT
1. General
This HP Storage Developers Program Agreement (the “Agreement”) is made solely for the purpose of
establishing the terms and conditions for participation in the HP Storage Developers Program (the
“Program”). The Program entitles participants to access and use HP’s Software Development Kits
(hereinafter “SDK’s”) to allow participants to develop to HP’s “SMI-S Interface” in order for participants
to enable their application(s) to interoperate with HP storage products in conjunction with the SNIA
“Storage Management Initiative”.
Your participation in the Program and use of HP’s website and any related materials is subject to; (i) your
acceptance of the terms and conditions of this Agreement; (ii) HP’s approval of your participation; and (iii)
your acceptance of any applicable license terms and conditions that may be subsequently presented to you.
BY ACCESSING AND USING HP’s SDK’s AND THIS WEBSITE AND ITS CONTENTS, AND BY
CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU ACCEPT WITHOUT LIMITATION OR
QUALIFICATION, ON YOUR BEHALF AND ON BEHALF OF THOSE YOU REPRESENT, ALL OF
THE TERMS AND CONDITIONS OF THIS AGREEMENT.
You represent and warrant to HP that you have full power and authority to enter into or perform the
obligations of this Agreement.
2. Terms of Participation
In order to qualify for participation under this Program, you must have a storage application that you intend
to adapt for use with HP’s “SMI-S Interface”. You may only be accepted into the Program with the prior
approval of HP. HP reserves the right to change the Program requirements and to refuse Program
participation to you at its sole discretion. You acknowledge that your downloading and or use of HP
SDK’s and any related materials may be subject to additional agreements. You agree that you will not
represent that you or your products are exclusive, certified, official, approved, authorized, franchised or
chosen by HP. You agree that your participation under the Program is at your own risk and expense. You
agree that you will use HP SDK’s only in conjunction with the terms and conditions of this Agreement and
any applicable HP license terms and conditions and that you will not provide HP SDK’s to any party, for
any reason, on a standalone or individual use basis. You also agree that your participation under the
Program does not create a partnership, joint venture or agency relationship between you and HP and that
neither you or HP is an agent, broker, partner, employee or legal representative of or has any authority to
bind the other party in any way.
3. Confidentiality
You acknowledge that the details of the Program, the HP SDK’s and or any related materials provided
hereunder are the confidential information of HP (hereinafter “Confidential Information”) and you agree to
limit access to Confidential Information to your employees and or contractors who have a need to access
the Confidential Information pursuant to your participation under the Program and that such employees and
or contractors who do access such Confidential Information shall also be subject to executed nondisclosure
agreements with you and that such nondisclosure agreements shall obligate them to maintain the
confidentiality of the Confidential Information to the same degree and same duration as you.
You will protect, consistent with those practices under which you protect your own most valuable
proprietary information and materials, for a period of three (3) years, the Confidential Information against
any unauthorized or unlawful use or copying by any third party.
The obligation of confidentiality imposes no obligation upon you with respect to Confidential Information
that: (i) was rightfully in your possession before receipt from HP; (ii) is or becomes publicly known
without breach by you; (iii) is rightfully received by you from a third party without duty of confidentiality
on the third party; or (iv) is independently developed or learned by you.
Your duty of confidentiality in no way precludes you from indicating publicly that you are a participant in
the Program, however, you agree to cease all such indications upon the earlier of the termination and or
expiration of this Agreement.
4. Access to HP SDK’s
Your access to HP SDK’s shall be subject to all of the following: (i) approval of your participation in the
Program; (ii) your agreement to the terms and conditions of this Agreement; and (iii) your agreement to any
subsequent license terms and conditions that may apply.
5. Intellectual Property
By your acceptance of this Agreement, you agree that: (i) this Agreement does not authorize your use of
any HP trademarks; (ii) you will not incorporate “HP” or “Compaq” into your domain, trade or business
names; and (iii) you will display appropriate copyright notices for the HP SDK’s as requested by HP, and
will not remove any copyright notices on materials supplied by HP.
6. References to Participant
During the term of this Agreement, you authorize HP to: (i) use your name and corporate logo to refer to
you in materials that fairly and accurately promote your participation in the Program; (ii) place mutually
agreed upon links to your website on HP’s website; and/or (iii) display explanatory materials supplied by
you regarding your products or services on HP’s website. HP has sole discretion to determine whether to
use and the placement of the foregoing references, links and materials. HP is not obligated to use, post a
link to, advertise or otherwise promote your website or its content, or your participation in the Program. If
HP chooses to display your corporate logo, HP will comply with your reasonable instructions for logo
appearance. Visitors to HP’s website may use explanatory materials supplied by you without compensation
or other obligation to you. You represent and warrant that the materials you supply to HP under this
Agreement, and your content to which HP links pursuant to this Agreement, comply with all applicable
laws and regulations, and do not infringe or otherwise violate any third-party rights.
7. Indemnity
You will indemnify and hold HP, its subsidiaries, affiliates, customers, successors and assigns harmless
from all claims, liabilities, damages, losses, and expenses, including court costs and attorney’s fees arising
from your use of the HP SDK’s or any other materials provided to you as a result of this Agreement, or
from HP’s use, in compliance with this Agreement, of your name, logo, explanatory materials, or links to
your website.
8. Limitation of Liability, Disclaimer of Warranties and Exclusion of Damages
HP WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING
TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES. THE PROGRAM AND ASSOCIATED MATERIALS
OR INFORMATION PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED ON AN “AS
IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
9. Compliance with Applicable Law
This Agreement, the Program and any disputes arising out of or related thereto shall be governed in all
respects by the laws of the State of California, without reference to its choice of laws provisions.
10. Term and Termination
10.1 This Agreement shall be effective on the date of your acceptance of the Agreement terms and
conditions (the “Effective Date”) and, subject to the termination provisions of the Agreement,
shall expire one (1) year after the Effective Date (the “Expiration Date”). The Agreement may
be renewed for subsequent terms subject to the prior mutual agreement of you and HP. You or
HP may terminate this Agreement at any time for any reason. HP, in its sole discretion, may
terminate the Program for any reason provided HP gives you thirty (30) days prior notice of
such.
10.2 Effect of Termination or Expiration. Upon termination and or expiration of this Agreement, you
agree to immediately discontinue your use of the HP SDK’s and to destroy or return the HP
SDK’s, provided, however, you may continue to use licensed HP SDK’s in the manner provided
for under the license terms and conditions for HP SDK’s solely for support of your storage
applications that; (i) utilize the technology of the HP SDK’s and; (ii) you have granted licenses
for prior to termination and or expiration of this Agreement.
11. Survival
In the event of expiration or termination of this Agreement, the following sections shall survive and
continue in effect: Sections 2 (Terms of Participation); 3 (Confidentiality); 5 (Intellectual Property); 7
(Indemnity); (8) (Limitation of Liability, Disclaimer of Warranties and Exclusion of Damages); 9
(Compliance with Applicable Law); 10.2 (Effect of Termination or Expiration); 11 (Survival); 13
(Severability).
12. Assignment
You may not assign this Agreement.
13. Severability
If any provision of this Agreement is held by a court or competent jurisdiction to be contrary to law, the
remaining provisions of this Agreement will remain in full force and effect and shall be interpreted, to the
extent possible, to achieve its purposes without the invalid, illegal or unenforceable provision.