DATA SHARING TERMS AND CONDITIONS

These data sharing terms and conditions (the “Terms”) govern the access to and use of data between HP, as Data Holder, and you, as the User of a Connected Product manufactured or Related Service produced by HP.

I. Definitions

1. “Connected Product” or “Product” means an item that obtains, generates or collects data concerning its use or environment and that is able to communicate product data via an electronic communications service, physical connection or on-device access, and whose primary function is not the storing, processing or transmission of data on behalf of any party other than the User.
2. “Data Act” means Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonised rules on fair access to and use of data and amending Regulation (EU) 2017/2394 and Directive (EU) 2020/1828 (Data Act).
3. “Data Holder” means HP as the legal person that has the right or obligation, in accordance with the Data Act, applicable European Union law or national legislation adopted in accordance with European Union law, to use and make available data, including, where contractually agreed, product data or related service data which it has retrieved or generated during the provision of a Related Service.
4. “HP” means HP Inc. and all its majority owned or controlled, directly or indirectly, subsidiaries irrespective of jurisdiction of incorporation or operation.
5. “Product Data” or “Data” means data generated by the use of a Connected Product that HP designed to be retrievable, via an electronic communications service, physical connection or on-device access, by a User.
6. “Related Service” means a digital service, other than an electronic communications service, including software, which is connected with the Product at the time of the purchase, rent or lease in such a way that its absence would prevent the Connected Product from performing one or more of its functions, or which is subsequently connected to the Product by the manufacturer or a third party to add to, update or adapt the functions of the Connected Product.
7. “Related Service Data” means data representing the digitisation of User’s actions or of events related to the Connected Product, recorded intentionally by the User or generated as a by-product of the User’s action during the provision of a Related Service by the provider.
8. “User” means you as a natural or legal person that owns a Connected Product manufactured by HP or to whom temporary rights to use that Connected Product have been contractually transferred, or that receives Related Services produced by HP. Only Users who have accepted these Terms are entitled to exercise the rights described herein.

II. How these terms apply to you

1. You are either the owner of or otherwise contractually entitled to use the Connected Product under a lease or similar agreement, and/or to receive the Related Service under a service contract. You commit to provide upon duly substantiated request to HP any relevant documentation for the purpose of verifying whether you qualify as a User, where necessary.
2. You have accepted these Terms within the Poly Lens platform for managing and monitoring Poly devices (https://lens.poly.com) or in other HP - provided tools or software that enable Data access, and agree to be legally bound by these Terms. Access to the Data is conditional upon such acceptance.
3. If you are requesting Data in connection with work being done for your organization or corporate entity (“Organization”), either as an employee or contractor, “User” and “you” include both you as an individual, as well as such Organization. In addition, you represent and warrant that you have the authority to bind such Organization, and that such Organization has authorized you to accept these Terms.
4. If you have a direct contract with HP, the Terms supplement your direct contract and apply to you.
5. These Terms apply to Connected Products manufactured and Related Services produced by HP and placed on the market in the European Union.

III. Data Sharing Terms

1. Data covered by these Terms. The data covered by these Terms consists of any readily available Product Data or Related Service(s) Data within the meaning of the Data Act as listed in https://info.lens.poly.com/ (the “Data”). The Data may include both non-personal and personal data. If new Data is made available to the User, HP may update the scope of Data covered by these Terms accordingly, subject to applicable legal and contractual requirements.
2. Data use and sharing by HP. HP undertakes to use the Data that are non-personal data only for the purposes listed in https://info.lens.poly.com/docs/lens-data-collection-and-usage-notice. HP undertakes not to use the Data to derive insights about the economic situation, assets and production methods of the User, or about the use of the Product or Related Service by the User in any other manner that could undermine the commercial position of the User on the markets in which the User is active.
3. Interdependencies between Data use and functionalities. You are aware that certain functionalities of the Product may be contingent upon the availability and quality of Data. Such interdependencies between Data use and Product functionalities have been listed in https://info.lens.poly.com/docs/lens-data-collection-and-usage-notice.
4. Sharing of non-personal Data with third parties and use of processing services. HP may share the non-personal Data with third parties, if the Data is used by the third party for assisting HP in achieving, or for achieving in collaboration with HP or through special purpose companies, the purposes defined above in clause 2 as permitted use and data sharing by HP. HP contractually binds the third party not to use the Data for any purposes or in any way going beyond the use that is permissible under these Terms, to apply the protection measures required under clause 7, and not to further share the Data without your general or specific agreement for such further transfer.
5. HP may use processing services, e.g. cloud computing services, hosting services, or similar services to achieve, for HP’s own account and under HP’s own responsibility, the agreed purposes. The third parties may also use such services to achieve, for their own account and under their own responsibility, the agreed purposes.
6. Use and sharing of personal data by HP. HP may use, share with third parties or otherwise process any Data that is personal data, under a legal basis provided for and under the conditions permitted under Regulation (EU) 2016/679 (GDPR) and, where relevant, Directive 2002/58/EC (Directive on privacy and electronic communications).
7. Protection measures taken by HP. HP undertakes to apply the protection measures for the Data that are reasonable in the circumstances, considering the state of science and technology, potential harm suffered by you as a result of Data loss or disclosure of Data to unauthorized third parties and the costs associated with the protective measures.
8. Data access by User upon request. HP shall make the Data, together with the relevant metadata necessary to interpret and use those Data, accessible to you, free of charge, at your request. You shall be able to enable access to the Data for your Product via the Poly Lens platform. You will identify as a User via your HP account, to which you have registered your Product.
9. When you are not the data subject, HP can make the Data which is personal data available to you only when there is a valid legal basis for making personal data available under Article 6 of Regulation (EU) 2016/679 (GDPR) and only, where relevant, the conditions set out in Article 9 of that Regulation and of Article 5(3) of Directive 2002/58/EC (Directive on privacy and electronic communications) are met. In that respect, when you are not the data subject, you must indicate to HP, in each request presented under the previous paragraph, the legal basis for processing under Article 6 of Regulation (EU) 2016/679 (and, where relevant, the applicable derogation under Article 9 of that Regulation and Article 5(3) of Directive (EU)2002/58) upon which the making available of personal data is requested.
10. Data characteristics and access arrangements. HP shall make the Data available with at least the same quality as it becomes available to HP, and in any case in a comprehensive, structured, commonly used and machine-readable format. You shall receive access to the requested Data easily, securely and without undue delay, as further specified at https://info.lens.poly.com/.
11. HP and you may use the services of a third party (including a third party providing data intermediation services as defined by Article 2 of the Data Act) to allow the exercise of your rights to data access. Such third party will not be considered a Data Recipient under the Data Act, unless they process the Data for its own business purposes. The party requiring the use of such a third party must notify the other party in advance.
12. Feedback loops. If you identify an incident related to the Data covered by these Terms, the requirements on Data access or on the Data characteristics and access arrangements and if you notify HP with a detailed description of the incident, HP and you agree to cooperate in good faith to identify the reason of the incident. If the incident was caused by a failure of HP to comply with its mandatory obligations under these Terms or the Data Act, HP will remedy the breach within a reasonable period of time. If you consider your access right under Article 4 (1) of the Data Act to be infringed, you are entitled to lodge a complaint with the competent authority, designated in accordance with Article 37(5), point (b) of the Data Act.
13. HP may, in good faith, unilaterally change the specifications of the Data or the access arrangements, if it is objectively justified by the normal conduct of business of HP – for example by a technical modification due to an immediate security vulnerability in the line of the products or related services or a change in HP’s infrastructure. HP will give notice of the change to the User at least 14 days before the change takes effect. A shorter notice period may suffice where the change does not negatively affect data access and use by the Data Recipient, or where such notice would be impossible or unreasonable in the circumstances. It is your responsibility to check the previously mentioned website to ensure you are complying with the most up to date terms and conditions.
14. Protection of trade secrets. The protective measures agreed upon here, as well as the related rights, apply exclusively to Data or metadata included in the Data to be made available by HP to you, which are protected as trade secrets (as defined in the Trade Secrets Directive (EU) 2016/943), held by HP or another Trade Secret Holder (as defined in said Directive). The Data protected as trade secrets and the identity of the Trade Secret Holder(s) are set out in “Appendix 1 – Trade Secrets” available at Appendix 1 - Trade Secrets.pdf. HP declares that they have all relevant rights from any third party trade secrets holder to enter into this contract regarding the Data protected as trade secrets.
15. If, during the validity of these Terms, new data are made available that is protected as trade secrets as set forth above, at the request of HP, “Appendix 1 – Trade Secrets” will be amended accordingly. Until “Appendix 1 – Trade Secrets” has been amended and agreed between the Parties, HP may temporarily suspend the sharing of the new data protected as trade secrets. In such case, HP must give notice to you and the competent authority designated under Article 37 of the Data Act. The notice must be duly substantiated, indicate which measures have not been agreed, and be given in writing without undue delay. The obligations set out in clause III.16. and III.17. below remain in effect after any termination of these Terms, unless otherwise agreed by the parties.
16. You must apply the protective measures set out in “Appendix 1 – Trade Secrets”. If you are permitted to make Data protected as trade secrets available to a third party, you must inform HP without undue delay of the fact that Data protected as trade secrets have been or will be made available to a third party, specify the Data in question, and give HP the identity, place of establishment and contact details of the third party.
17. HP may apply the measures agreed in “Appendix 1 – Trade Secrets” to preserve the confidentiality of the Data protected as trade secrets. HP may also add unilaterally appropriate technical and organizational protection measures, if they do not negatively affect the access and use of the Data by the User under these Terms. You undertake not to alter or remove HP’s protection measures, unless otherwise agreed by the Parties.
18. HP may, in exceptional circumstances, where HP is highly likely to suffer serious economic damage from the disclosure of trade secrets, refuse your request for access to the specific Data in question, despite the technical and organizational efforts taken described in Appendix 1 - Trade Secrets.pdf on a case-by-case basis. In such instance, HP will notify you and competent authorities pursuant to the Data Act.
19. Data use by the User. You may use the Data made available by HP upon your request for any lawful purpose and/or, to the extent that the Data is transferred to or can be retrieved by you, share the Data freely subject to the below limitations. The restrictions in this clause apply to all Data, whether or not it qualifies as Confidential Information under Chapter IV Clause 2. You undertake not to engage in the following:
        a)  use the Data to develop a connected product that competes with the Product, nor share the Data with a third party with that intent;
        b)  use such Data to derive insights about the economic situation, assets and production methods of HP;
        c)  use coercive means or abuse gaps in HP’s technical infrastructure which is designed to protect the Data in order to obtain access to Data;
        d)  share the Data with a third-party considered as a gatekeeper under article 3 of Regulation (EU) 2022/1925.
    
20. Transfer of use and multiple users. Where you as the initial user (“Initial User”) contractually transfer (i) ownership of the Product, or (ii) your temporary rights to use the Product, and/or (ii) your rights to receive Related Services to a subsequent person (“Subsequent User”) and you lose the status of a user after the transfer, HP and you undertake to comply with the requirements set out below. The Initial User shall ensure that, prior to transferring ownership or control of the Product and/or Related Service(s), the Subsequent User is informed of the applicable data access terms under the EU Data Act and the requirements set out in this Agreement.
21. The Subsequent User may access the Data as further specified at https://info.lens.poly.com/. HP takes the necessary steps to conclude a contract with the Subsequent User regarding the Data Holder’s use of the data. The Initial User must ensure that the Subsequent User cannot use the Initial User’s HP account. This includes deactivating or transferring account credentials, and ensuring that the Subsequent User registers an account independently.
22. The rights of HP to use Product Data or Related Services Data generated prior to the transfer will not be affected by a transfer i.e. the rights and obligations relating to the Data transferred under these Terms before the transfer will continue after the transfer.
23. Multiple Users. Where the Initial User grants a right to use of the Product and/or Related Service(s) to another party (“Additional User”) while retaining their quality as a user, HP and you undertake to comply with the requirements set out in this clause.
24. In the contract between the Initial User and the Additional User, the Initial User includes, on behalf of the Data Holder, clauses substantially reflecting the content of this contract between the Initial User and the Data Holder and in particular clauses III.2.-III.7. on the use and sharing of the Product and/or Related Service Data by the Data Holder, for the duration of the temporary use of the Product and/or Related Service
25. Liability of the Initial User: If your failure to comply with your obligations in accordance with the provisions related to transfer of use and multiple users leads to the use and sharing of Product or Related Services Data by HP in the absence of a contract with the Subsequent or Additional User, you will indemnify HP in respect of any claims for damages by the Subsequent or Additional User towards HP for their use of the Data after the transfer or temporary use of the Product and/or Related Service(s).
26. Date of application and duration. These Terms take immediate effect and will remain in force until expired or terminated (a) upon the destruction of the Product or permanent discontinuation of the Related Service, or when the Product or Related Service loses its capacity to generate the Data in an irreversible manner; or (b) upon the User losing ownership of the Product or when the User’s rights with regard to the Product under a rental, lease or similar agreement or the User’s rights with regard to the related service come to an end; or (c) when you and HP so agree. Points (b) and (c) shall be without prejudice to these Terms remaining in force between HP and any Subsequent or Additional User.
27. Effects of expiry and termination. Expiry or termination of these Terms releases both Parties from their obligation to effect and to receive future performance but does not affect the rights and liabilities that have accrued up to the time of termination. Expiry or termination does not affect any provision in these Terms which is to operate even after the Terms have come to an end, in particular provisions on confidentiality, applicable law and dispute settlement.
28. The termination or expiry of the Terms will have the following effects: a) HP shall cease to retrieve the Data generated or recorded as of the date of termination or expiry; b) HP remains entitled to use and share the Data generated or recorded before the date of termination or expiry as specified in these Terms.
29. Remedies for breach. A Party may not resort to a remedy under these Terms to the extent that they cause the other Party’s non-performance, such as where a shortcoming in its own data infrastructure did not allow the other Party to duly perform its obligations. A Party may also not rely on a claim for damages suffered to the extent that it could have reduced the damage by taking reasonable steps.
30. The aggrieved Party can: a) request that the non-performing Party comply, without undue delay, with its obligations under these Terms, unless it would be unlawful or impossible or specific performance would cause the non-performing Party costs which are disproportionate to the benefit the other Party would obtain; b) request that the non-performing Party erases Data accessed or used in violation of these Terms and any copies thereof; c) claim damages for economic damage caused to them by the other Party’s non-performance which is not excused under the first paragraph. The non-performing Party is liable only for damage which it foresaw or could be reasonably expected to have foreseen at the time of conclusion of these Terms as a result of its non-performance, unless the non-performance was intentional or grossly negligent.
31. HP can also suspend the sharing of Data with you until you comply with your obligations, by giving a duly substantiated notice without undue delay, if the non-performance of your obligations is fundamental.
32. You can also: a) suspend the agreement given to HP under clauses III.2.-III.7. above, until HP complies with their obligations, unless this would cause a detriment to HP that is grossly disproportionate compared to the non-performance or its effects; b) withdraw the permission given to HP under clauses III.2.-III.7. above, by giving notice to HP, if HP’s non-performance is fundamental, or in the case of non-performance which is not fundamental, you have given a notice fixing a reasonable period of time to remedy the non-performance and the period has lapsed without HP performing. The period stated is taken to be reasonable, if HP does not object to it without undue delay.

IV. General Provisions

1. Limitation of liability. Some states or countries do not allow the exclusion or limitation of implied warranties or the limitation of special, incidental, or consequential damages (set out below), so these limitations and exclusions may be limited in their application to you. THE FOLLOWING LIMITATIONS APPLY TO THE EXTENT PERMITTED BY LOCAL LAW. THE MAXIMUM LIABILITY OF HP UNDER THESE TERMS IS EXPRESSLY LIMITED TO THE PRICE YOU PAID FOR THE CONNECTED PRODUCT AND THE AMOUNT PAYABLE BY YOU TO HP FOR THE RELATED SERVICE FOR THE TWELVE (12) MONTHS PRECEDING THE BREACH. EXCEPT AS INDICATED ABOVE, IN NO EVENT WILL HP BE LIABLE FOR ANY DAMAGES CAUSED BY THE CONNECTED PRODUCT OR THE FAILURE OF THE CONNECTED PRODUCT TO PERFORM, INCLUDING ANY LOST PROFITS OR SAVINGS, OR LOSS OF USE, LOST DATA OR SOFTWARE, OR ANY COSTS OF RECOVERING PROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA STORED ON THE PRODUCT, OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. HP IS NOT LIABLE FOR ANY CLAIM MADE BY A THIRD PARTY OR MADE BY YOU FOR A THIRD PARTY. HP IS NOT LIABLE FOR ANY DAMAGES THAT MAY ARISE AS A RESULT OF HP COMPLYING WITH ITS OBLIGATIONS UNDER LOCAL LAW. THIS LIMITATION OF LIABILITY APPLIES WHETHER DAMAGES ARE SOUGHT, OR A CLAIM MADE, UNDER THESE TERMS OR AS A TORT CLAIM (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), A CONTRACT CLAIM, OR ANY OTHER CLAIM. THIS LIMITATION OF LIABILITY CANNOT BE WAIVED OR AMENDED BY ANY PERSON. THIS LIMITATION OF LIABILITY WILL BE EFFECTIVE EVEN IF YOU HAVE ADVISED HP OR AN AUTHORIZED REPRESENTATIVE OF HP OF THE POSSIBILITY OF ANY SUCH DAMAGES. THIS LIMITATION OF LIABILITY, HOWEVER, WILL NOT APPLY TO CLAIMS FOR PERSONAL INJURY. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS THAT MAY VARY FROM STATE TO STATE OR FROM COUNTRY TO COUNTRY. YOU ARE ADVISED TO CONSULT APPLICABLE STATE OR COUNTRY LAWS FOR A FULL DETERMINATION OF YOUR RIGHTS.
2. Confidentiality. The following information will be considered as confidential: (a) information referring to the trade secrets, financial situation or any other aspect of the operations of the other party, unless the other party has made this information public; (b) information referring to you and any other protected third party, unless they have already made this information public.
3. Both parties agree to take all reasonable measures to store securely and keep in full confidence confidential information referred to herein and not to disclose or make such information available to any third party unless (a) one of the Parties is under a legal obligation to disclose or make available the relevant information; or (b) it is necessary for one of the Parties to make the relevant information available in order to fulfil their obligations under these Terms; or (c) one of the PartIes has obtained the prior written consent of the other Party or the party providing the confidential information or affected by its disclosure.
4. These confidentiality obligations remain applicable after the termination of these Terms for a period of three (3) years. These confidentiality obligations do not remove any more stringent obligations under (i) the Regulation (EU) 2016/679 (GDPR), (ii) the provisions implementing Directive 2002/58/EC or Directive (EU) 2016/943, or (iii) any other Union or Member State law (iv) (if applicable) clause 6 of this Contract.
5. Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control (except for the payment obligations).
6. General. These Terms, together with its appendices and any other documents referred to in these Terms, represent our entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist pertaining to the Product and/or Related Service. If HP doesn’t exercise its rights under these Terms, such delay is not a waiver of HP’s rights.
7. Disputes arising out of these Terms whether based on contract, tort, statute, fraud, or any other legal theory are governed by the law of the country and state, province, or territory in which you currently reside, without regard to its conflict-of-law principles.
8. Conflicting Terms. In the event of a conflict between these Terms (including its appendices and any other documents referred to in these Terms) and any direct agreement between you and HP, the agreement will prevail over the conflicting provision(s) in these Terms.
9. Interpretation. These Terms are concluded against the background of the Parties’ rights and obligations under the Data Act. Any provision in these Terms must be interpreted so as to comply with the Data Act and other European Union law or national legislation adopted in accordance with European Union law as well as any applicable national law that is compatible with European Union law and cannot be derogated from by agreement.