"Analytics" means the discovery, interpretation, and communication of meaningful patterns in data. Digital analytics is a set of business and technical activities that define, create, collect, verify, or transform digital data into reporting, research, analyses, recommendations, optimizations, predictions, and automations.
"Intellectual Property" or "IP" means discoveries, inventions, developments, improvements, works of authorship, mask works, identifying marks, trade dress, confidential or proprietary information, know-how, designs, processes, technologies, and other such items, and any and all related rights, including, without limitation, patents, patent applications, utility models, design rights, copyrights, moral rights, trade secrets, mask work registrations, trademarks, and service marks.
"Mark" means an identifying image, pattern, or mark that may be invisible or visible to the naked eye but recognizable to certain scanning devices with related software. In the context of these Terms, a Mark is also occasionally referred to on the Link Creation Studio website (www.linkcreationstudio.com) as a "Trigger", which initiates the connection between the printed/on-screen package, label, card, photo, image, etc. and the customized, internet-based content related to each particular Mark.
"Secure Mark" means a Mark that features additional protections and enhancements against copying or duplication, making the Mark more difficult to replicate by the use of scanning or any other copy technology known to date. The use of a specific software solution can use analysis of these protections and enhancements to aid in the distinction between original Secure Marks and copies of these Secure Marks.
"Tax" or "Taxes" means any and all United States federal, state, local, or foreign taxes, charges, fees, levies, or other assessments, including, without limitation, income, gross receipts, excise, real and personal property, profits, estimated, severance, occupation, production, capital gains, capital stock, goods and services, environmental, employment, escheat, withholding, stamp, value-added, alternative or add-on minimum, sales, transfer, use, license, social-security, Medicare, payroll and franchise taxes, or any other tax, customs duty, or governmental fee, or other like assessment or charge of any kind whatsoever, imposed by the United States, or any state, county, local, or foreign government, or subdivision or agency thereof; and such term shall include any interest, penalties, fines, or other additions attributable to such taxes, charges, fees, levies, or other assessments.
"U.S." means the United States of America.
"Watermark" means an invisible Mark, in which a covert code is embedded in content with software, printed conventionally and digitally, and read by mobile apps to link users to digital content.
Your use of the Service signifies your agreement to be legally bound to these Terms. This means that when you click the button to accept these Terms, you are agreeing to all of the terms with the intent of entering into a contract with HP. HP may communicate with you by e-mail or by posting notices on https://mylinks.linkcreationstudio.com (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 internet access are your responsibility and are not included in the Service.
We may modify these Terms, which are relevant to a particular Link Technology Service, at any time to reflect changes in the law or to the Service. We will post the revised Terms on the Site (as defined in Section 1, below). PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE SERVICE AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of these Terms.
HP reserves the right to change all or any portion of the software, applications, functionalities, design, makeup, content, and delivery systems that are provided as part of or through the Service and Site, in HP's sole discretion and without prior notice to you. HP may also, in its sole discretion, modify these Terms at any time. HP will post any updated Terms on the Site and change the "Last Updated" date to reflect the date of the change, so please check the Site regularly. HP may also send notifications of modifications of the Service or these Terms to your e-mail address. Your continued use of the Service following notice of any such changes shall indicate your acknowledgment of such changes and agreement to be bound by the updated terms and conditions. It is your responsibility to check this Site from time to time so you are aware of any changes, as they are binding on you. If you do not accept the Service or Terms as modified, do not use the Service and cancel it by following the directions in Section 18 below. HP may charge a Service Fee or change the pricing of the service at any time (see Section 4(b) for additional details).
The Service allows users to create a link between any physical page or document to online digital experiences through the creation of marks, applied to the document or page. Marks can be overt ("visible") or covert ("hardly visible"). Once linked, marks can be scanned from mobile viewing devices via the use of the mobile HP LinkReader Application (the "Application"). Different types of Marks can be created depending how the user plans to use them: QR codes, Secure Marks, Watermarks, QR codes, or Secure Marks with Guilloche are among the offered options. The list of Mark types can be amended by HP at any time at the sole discretion of HP. HP shall provide access to the Service, including any associated websites, platforms, portals (including www.linkcreationstudio.com and the Link Serialization Portal), programmatic interfaces, software development kits ("DKs"), software, information, documentation, and any other related code or capability (collectively, the "API").
Serialized and Non-Serialized Marks:
Scans of Marks:
HP will collect usage data, in particular scans of the Marks done by you, by third parties or by End-Users using the HP Linkreader APP or any branded solution developed using the Reader SDK.
Creation of Marks and expiration:
Following a Mark purchase, your account will show the corresponding number of Marks you have purchased added to the existing credit. This credit of Marks will be assigned accordingly to the type of Mark you have purchased. Unless otherwise specified, you have twelve (12) months to use your Mark credit. Each time you create a certain number of Marks using the Service, the equivalent volume is deducted from the credit of those specific Marks until it reaches zero or until the Marks expire. You are responsible for verifying that your credit of Marks will cover your production needs.
Account Fee and Membership Fee:
For commercial use of non-serialized Marks, an account fee of fifty (50) dollars is requested to be paid with your first purchase of Marks. The account fee is renewable every year and is not refundable. The account fee may be waived if (i) you have purchased a Starter Package (See Section 5(k) – Stater Package) or (ii) you already paid a membership fee prior to the purchase of non-serialized Marks.
The membership fee is mandatory in order to purchase and manage serialized Marks using the Service. Pricing and additional details for the membership come with your HP Link Technology Service Agreement (the “Agreement”) or with the Starter Package you have purchased. The Membership fee provides an access to the platform and services necessary for the creation and the management of Serialized Marks.
Subject to your continued compliance with these Terms, HP hereby grants you, and you hereby accept, a limited, non-exclusive, non-transferable, and non-assignable (without right to sublicense), single user, production license to use the Service and API. The Service and API is made available to you solely to permit you to create, reference, manage, analyze, update, and use marks provided through the Service, subject to the restrictions in these Terms.
In order to access the Service, you are required to register and create an account. In creating an account, you represent that you are of legal age to form a binding contract and are not a person barred from receiving products or services under the laws of the jurisdiction where you reside. When creating an account, you may be required to provide certain personal information about yourself (and your company) and establish a username and password. In establishing an account, or at any time thereafter, you may be required to provide HP with a valid, accepted payment method that you will use to pay for any Service fees that you agree to pay to continue using the Service. You agree to provide accurate, current, and complete information about your account. HP may communicate with you about your account and/or your use of the Service at the e-mail address you provide. HP may suspend or terminate your account if any information provided during the registration process or thereafter is incomplete, inaccurate, false, or misleading. You are responsible for maintaining the confidentiality of your account password and you are solely responsible for all activities that occur under your password. You agree to notify HP immediately of any unauthorized use of your password or any other breach of security related to the Service. HP is not liable for any liability or damages due to a third party accessing your account arising from your failure to safeguard your password or other account information.
HP may suspend any use of the Service or API, or remove or disable any account or content that HP reasonably and in good faith believes violates these Terms. HP will use commercially reasonable efforts to notify you prior to any such suspension or disablement, unless HP reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates, and the like; or (b) it is necessary to delay notice in order to prevent imminent harm to the Services or a third party. Under circumstances where notice is delayed, HP will provide the notice if and when the related restrictions in the previous sentence no longer apply.
Company is solely responsible for all Taxes assessed against any payments to HP under these Terms or the Agreement, except for Taxes solely calculated on HP's income.
If Customer, or a Customer affiliate, is required by law to make any deduction or to withhold from any sum payable hereunder, then the sum payable to HP upon which the deduction is based shall be paid by Customer, or a Customer affiliate, net of such deduction or withholding, to the extent that this deduction or withholding tax is of an income-tax nature. Customer, or Customer affiliate, shall pay the applicable withholding tax amount to the competent local authorities. Customer, or Customer affiliate, shall provide HP with applicable documentation as requested by HP, certifying the withholding tax payment amounts were properly made. Any incremental transaction taxes imposed by law on the Customer, or Customer affiliate, which would not have a withholding income tax nature, e.g., gross-receipt tax, business tax, IVA, VAT, CIDE, PIS, COFINS, ISS, etc., shall not be deducted or withheld from any sum payable hereunder to HP.
Except as described in Section 5(j) Free Trial, Marks created with the Service can be used for commercial purposes.
After account registration, described above, HP will provide an API Key that is uniquely assigned to you, for your direct or indirect use as applicable, that will enable you to access the Service in accordance with the following requirements and conditions: (i) the API key shall not be published nor communicated to anyone other than HP and yourself, (ii) the API key may be revoked by HP under the terms described in the Agreement, (iii) you are solely responsible for all uses of the Service occurring under the API key that is issued to you, and (iv) use of the API key indicates acceptance of these Terms.
Your use of the API may be limited to per-API Key usage caps on calls to the API. The per-API Key usage quota will be specified on the fee schedule portion of the Site. To request an increased volume of API calls for your API Key, submit your request by clicking on the "Feedback and Support" link on the Site. Irrespective of your usage quota, from time to time the Service system load or availability may be such that you are unable to call the website, service, or API.
You are solely responsible for the content you or anyone using your account generates, posts, transmits, distributes, prints or otherwise stores through the Service. You may not use the Service to generate, post, transmit, distribute, print, or otherwise store Prohibited Content which reasonably could be considered (1) abusive, deceptive, pornographic, obscene, defamatory, slanderous, offensive, or otherwise inappropriate, (2) infringes 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 Service, (5) advocates illegal activities, (6) harasses or harms anyone, (7) intentionally or unintentionally violates any applicable law, (8) subjects HP to any legal liability, or (9) provides a link to any of the above.
(1) When you signed up for the Service, the default status of your account became Free Trial. You might also have signed up for a promotional offer or other type of limited offer for use of the Service ("Free Trial"), and you may be presented with additional terms and conditions when registering for a Free Trial. Any such additional terms and conditions are hereby incorporated by reference into these Terms and are legally binding. This Section 5(i) (Free Trial) supersedes any conflicting provisions of these Terms.
(2) The version of the Services that is available for a Free Trial may not include or allow access to all features or functions. ANY DATA THAT CUSTOMER ENTERS INTO THE SERVICES ("CUSTOMER DATA"), AND ANY CONFIGURATIONS MADE BY OR FOR CUSTOMER, DURING THE FREE TRIAL WILL BE PERMANENTLY LOST AT THE END OF THE FREE TRIAL PERIOD, UNLESS CUSTOMER: (i) PAYS FEES FOR THE SERVICES THAT ARE EQUIVALENT TO OR GREATER THAN THOSE COVERED BY THE FREE TRIAL; OR (ii) EXPORTS SUCH CUSTOMER DATA BEFORE THE END OF THE FREE TRIAL. CUSTOMER CANNOT TRANSFER CUSTOMER DATA ENTERED OR CONFIGURATIONS MADE DURING THE FREE TRIAL TO A SUBSCRIPTION PLAN THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE FREE TRIAL; AND, IN SUCH SITUATION, ANY CUSTOMER DATA OR CUSTOMIZATION WILL BE PERMANENTLY LOST.
(3) Free Marks cannot be use for commercial purposes unless allowed in another agreement. As used herein, the term "commercial" is defined as production "associated with the receipt of monetary instruments".
(4) Notwithstanding any other provision of these Terms, including, without limitation, the warranties described in Section 7 (Disclaimers of Warranties) or any Service Schedule, during a Free Trial the Services are provided "AS IS" and "as available" without any warranty that may be set forth in these Terms.
(5) Watermarks created with a Free Trial account come with the word "Sample" labelled across the image generated by the platform. To remove the word "Sample" from the Watermark, you will have to purchase Marks for production.
(6) If you need Marks for commercial use, you will have to request to upgrade your account. To see which account options work best for you and your commercial needs, depending on the type of Marks and the volume requested, select "upgrade my account" on your account status in the Linkcreationstudio.
(1) Definition: HP may offer you the opportunity to purchase a Starter Package. Marks available in Starter Packages may be used commercially. The Starter Package may include a set of different types of Marks in various quantities (e.g., Serialized and Non-Serialized, QR Codes, Secure QR and/or Watermarks and any other Mark type that HP may wish to offer). Additionally, a number of professional service hours to help you with the integration of the Link Technology in your production flow may be offered.
(2) Starter Package content expiration: At the receipt of the payment for the Starter Package and after it is confirmed the account is created on the portal, you will have a limited time, as defined in your Starter Package , to use those Marks and the professional services hours.
(3) Unless specified differently, a 12-month pre-paid membership is included. After this period, the access to Services will be limited, unless you renew your membership fee.
(4) All Marks under the Starter Package, non-Serialized Marks, or Serialized Marks are offered with their respective expiring date, renewable fee when applies, scan count pursuant to Section 4 (Service Description).
If you need assistance with the Service or your account, or have questions regarding the Service fees or the billing process, please click on the "Feedback and Support" link on the Site to request assistance. HP shall have no obligation to respond within a particular time frame, subject to applicable local laws.
THE SERVICES ARE PROVIDED ON AN "AS IS", AND "AS AVAILABLE" BASIS, AND HP DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, RELIABILITY OF SERVICE, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
OTHER THAN AS EXPRESSLY STATED IN THESE TERMS, WE DO NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF DEFECTS.
IN NO EVENT WILL HP BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF HP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL HP'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE SERVICES EXCEED AN AMOUNT GREATER OF (I) US$100.00 OR (II) THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12)-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
You shall be liable for any loss or damage in and to the Service or the Site that you cause by virtue of your use of the Service and/or Site.
You agree to defend, indemnify, and hold harmless HP from all claims, liabilities, losses, costs, damages, expenses, and fees (including attorney’s fees), arising from your (or anyone using your Service account) use, operation, or possession of the Service and/or Site, and Application users’ access to and use of your URLs, watermarks, QR codes, etc., to the fullest extent permitted by law. HP reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with HP's defense of such claim.
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 Service and the API. You acknowledge and agree that any alterations, feedback, comments, or suggestions you may provide regarding the Service shall be HP's sole and exclusive property, and you hereby irrevocably assign to HP all of your rights, title, and interest in any and all feedback. Notwithstanding anything to the contrary in this 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 you through the use of the Service. Subject to the rights of HP in the Service and API, HP claims no ownership over your content that is digitally linked through the Service.
Customer Data processed using the Service or API is and will remain, as between you and HP, owned by you. You shall be responsible for Customer Data that you provide or use through your use of the Service or API. Further, you are solely responsible for determining the suitability of the Service for your business or organization and complying with any regulations, laws, or conventions applicable to Customer Data and your use of the Service.
You warrant that your collection and use of any personal data contained in Customer Data complies with all applicable data privacy and protection laws, rules, and regulations. You authorize HP to process such personal data in accordance with the applicable data protection laws, rules, and regulations.
You agree that HP, its subsidiaries, and its affiliates may collect and use anonymous technical information from your use of the Service. The applicable internet protocol address or other related unique identifier will be collected by HP to facilitate collection of such technical information. HP will use this technical information to improve the functionality and performance of the service, to track usage and monitor the service for billing purposes, and to facilitate the provision of analytics data for our customers. Moreover, HP will collect payment or other similar personal information from you as a requirement to use the Service features and functionalities. Any such collection by HP of technical information or personal information that you provide (including any information provided by you in connection with setting up your account) will be governed by the HP Online Privacy Statement located at www.hp.com/go/privacy
All right, title, and interest to all intellectual property relating to the Service, its features and functionalities, including that which may be or become protectable by patent, copyright, trademark, trade secret, or similar laws, shall remain exclusively with HP. No license or other right of any kind is granted by HP's furnishing of the Services to you. You shall not use HP's copyrights, trademarks, trade names, or other intellectual property in any way. HP may terminate your access to the Service and/or remove any content you provide if we have reason to believe that your actions using the Service, including any content uploaded by you, infringe the copyright, trademark, or other intellectual property rights of HP or any third party.
HP authorizes you to display the Service name, the Application name, and/or the logos specified in the Branding & Call-to-Action Guidelines solely for your promotion of the Service and/or the Application.
You shall not display the Service name, Application name, or Application Logos in a manner likely to mislead, confuse, or reflect negatively on the Service, Application, Application Logos, or HP, or which might jeopardize or limit any of HP's or its affiliates' proprietary interests in the Service, Application, or Application Logos. Your use of the Service name, Application name, or Application Logos shall be subject to additional HP standards, policies, and guidelines that may be set forth. You may only use artwork supplied by HP and may not modify this artwork in any way. On HP's request, you shall provide HP with samples of your usage of the Service name, Application name, or Application Logos, and will adhere to any requests from HP to remove them or change how they are displayed. At any time for any reason, HP may require that you immediately cease displaying or using the Service name, Application name, or Application Logos. HP reserves all right, title, and interest under law and equity in the Service name, Application name, and Application Logos. You shall not challenge HP's ownership of the Service name, Application name, and Application Logos, or use or adopt any trademarks that might be confusingly similar. You shall not register or use any trade name, internet domain name, or social media-related name that contains the Service name, Application name, or Application Logos or any other name which is confusingly similar thereto. The Application Logos are provided AS IS, without warranty or indemnity of any kind.
Other than the limited authorization to display the Service name, Application name, and the Application Logos under these Terms, HP conveys no license or right to use any other HP marks. In particular, HP does not grant you any right to use the trademarks "HP," "Hewlett-Packard," "EDS," or the HP logo unless such use is expressly permitted by HP.
You shall not attempt to reverse engineer, decompile, disassemble, copy, modify, or alter the Service or any component, or attempt to create a substitute or similar service through use of or access to the Service.
Except as expressly authorized herein, you agree not to use or disclose to any third party any materials or information disclosed by HP that is confidential or proprietary, including but not limited to the API, or which reasonably may be regarded as the confidential information of a third party ("HP's Confidential Information"). You agree to safeguard HP's Confidential Information with at least the same degree of care as you would your own confidential information, but in no event less than reasonable care.
HP may seek your express, written permission to grant to HP a worldwide, royalty-free, non-transferable, and non-exclusive license to publicize or advertise that you are using the Service (for example, by referencing or displaying your linked content in presentations, marketing materials, financial reports, and web site listings, or by creating marketing or advertising materials that show screenshots of the Service, your pages or documents using Marks, and your content that is linked through the Service).
Upon cancellation, termination, or suspension of your account, in accordance with the below or as described in the Agreement, you shall immediately cease all use of the API and your access to and use of the Service and related offerings. All rights granted to you pursuant to these Terms will terminate. Any remaining payments owed by you for use of the Service pursuant to Section 4(b) shall be charged to you and you agree to pay the service fees due. HP may remove and discard all content uploaded or otherwise stored by you or on your behalf through the Service. You agree that HP will not be liable to you or any third party for any termination of or refusal of access to the Service, or for removal or destruction of your content, or for any failure to notify you of the same.
Unless otherwise specified in the Agreement, you may cancel your use and access to the Service at any time by following the instructions provided through the "Feedback and Support" link on the Site. Upon cancellation, you may have the option to request that HP remove and discard all content or data uploaded or otherwise stored by you or on your behalf through the Service. You agree that HP will not be liable to you or any third party for any cancellation of your access to and use of the Service. Upon cancellation of your access to and use of the Service for any reason, you shall cease all use of the API, and any rights granted to you pursuant to these Terms will terminate.
Either Party may terminate, as applicable, the Agreement, the Terms, your account, and/or any access to or use of the Service or API (collectively, the "Terminable Items") immediately in their entirety by written notice if the other Party: (a) ceases to conduct its business; (b) makes or causes to be made an assignment of its assets or business, in whole or in part, for the benefit of its creditors; (c) has a receiver or trustee appointed to administer all or a substantial part of its business or property; (d) transfers, conveys, or sublicenses Intellectual Property in a manner inconsistent with the provisions of any of the Terminable Items; or (e) makes any representation or warranty in connection with the Terminable Items that proves to be false in any material respect.
Either Party may terminate the Terminable Items or any portion thereof for cause in the event of (a) a breach by the other Party and (b) such breach not being cured within thirty (30) days after receipt of written notice from the non-breaching Party.
Either Party may terminate the Terminable Items or any portion thereof by providing sixty (60) days’ written notice to the other Party if the other Party undergoes, or will undergo, a Change of Control. As used herein, a “Change of Control” shall mean and shall be deemed to have occurred if:
A. any person or group (within the meaning of Rule 13d-5 under the Securities Exchange Act as in effect on the date hereof) shall come to own, directly or indirectly, beneficially or of record, voting securities representing more than 50% of the total voting power of one of the Parties; or
B. one of the Parties becomes a Subsidiary of some third party.
You shall satisfy your payment obligations up to the day of expiration or termination of the Terminable Items.
Notwithstanding the expiration or termination of the Terminable Items for any reason, any provision, section, or exhibit of the Terminable Items that, by its nature, would reasonably be expected to remain in full force and effect after expiration or termination shall remain in full force and effect.
HP may terminate the Terminable Items for any reason with thirty (30) days’ written notice to you.
The Service is accessible for use by other Service users. You agree that HP is not liable for third party usage of the Service and Site, and is not responsible for any third party materials that may be accessible through the Service and/or Site.
This 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 Service and/or these Terms 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 these Terms may be governed by the laws and the courts of your country and locality where you reside.
These Terms contain the entire understanding and agreement of the Parties relating to the subject matter hereof. The Parties expressly agree that these Terms supersede all prior or contemporaneous proposals and all written or oral representations, promises, or conditions, relating to such subject matter which, if not explicitly set forth in these Terms, shall not be binding on either Party.