HPE GreenLake Terms

HPE Base Agreement

Last Modified: April 28, 2021

1. Parties

This base agreement (Base Agreement) governs the use of certain solutions offered by Hewlett Packard Enterprise or its affiliates (HPE) to customer (Customer). 

2. Agreement Structure.

Agreement Structure.  Customer’s relationship with HPE (Agreement) is defined by and should be viewed in the following order of priority:

a)           Service Request means the Customer’s request to add solutions, including Supporting Material.

b)          Supporting Material includes quotes, specifications, service descriptions, data sheets, software and software-as-a-service terms, additional license authorizations (ALAs), solution specific terms, data protection and security agreements (DPSAs), warranties, statements of work or any relevant documents.

c)           Solution Terms means solution specific terms that define the specific solution being provided.

d)          Base Agreement means these terms. 

3. Right of Use. 

For the duration specified in the Service Request, Customer may access and use the requested solution in accordance with the Agreement. If HPE reasonably believes any Customer-provided Data violates the law or otherwise violates the Agreement (Prohibited Content), HPE will attempt to notify Customer of the Prohibited Content and may request such content be removed from the solution.  In the event that HPE removes Prohibited Content without prior notice, HPE will provide prompt notice to Customer unless prohibited by law. Additionally, HPE may suspend Customer’s access to a solution where Customer provides false information when ordering, breaches the Agreement, or uses or attempts to use the solution in violation of law.  Upon termination or expiration of the Agreement, HPE may immediately disable all Customer access to the applicable solutions. Customer remains responsible for applicable fees through the date of suspension or termination. As long as HPE does not materially degrade the functionality of the solution: (i) HPE may modify the systems and environment used to provide the solution; and (ii) HPE may make any changes to the solution that it deems necessary or useful to maintain or enhance the security, quality or delivery of the solution to its customers, the competitive strength of or market for the solution, or the solution’s cost efficiency or performance.

4. Usage Restrictions.

Customer may only access the solution for its internal business purposes and not use for commercialization unless expressly permitted by Supporting Materials. Customer is responsible for any use of the solution through Customer’s credentials. Should Customer believe that there has been unauthorized use of Customer’s account, Customer must promptly notify HPE. Customer will not: (i) exceed any usage limitations identified in the Supporting Material; (ii) except to the extent expressly permitted in Supporting Material, sell, resell, license, sublicense, lease, rent, or distribute the solution or include the solution in other outsourcing offerings, or make any portion of the solution available for the benefit of any third party; (iii) copy or reproduce any portion of the solution; (iv) interfere with or disrupt the integrity or performance of the solution; (v) use the solution to send or store data that is obscene, offensive, libelous, tortuous or otherwise unlawful, violates any third party’s privacy rights, or infringes upon or misappropriates intellectual property rights; (vi) use the solution to disrupt or cause harm to a third party’s system or environment or evade filters; (vii) access the solutions to build a competitive product or service; (viii) reverse engineer the solution; (ix) disclose any information relating to the performance or operation of the solution (including any benchmarking or other testing results) to any third party without the express prior written consent of HPE; or (x) engage a third party to perform security testing on the solution unless that third party enters into a written non-disclosure agreement directly with HPE. Customer will cooperate with HPE’s investigation of Customer’s compliance with the Agreement. Customer is responsible for complying with all terms of use and licenses (including any third party licenses) for any software, content, or service it loads, creates, or accesses when using the solution. 

5. Customer-provided Data.

Customer is solely responsible for the content created or placed into an HPE-provided system during Customer’s use of the HPE-provided system (Customer-provided Data). Customer will remain the sole and exclusive owner of all Customer-provided Data. Customer grants HPE the right to use Customer-provided Data as necessary to provide the solution or as otherwise required by law.

6. Intellectual Property Rights.

a)           There is no transfer of ownership of any intellectual property under the Agreement. Customer grants HPE a worldwide, non-exclusive, royalty-free license to any intellectual property that is necessary for HPE and its designees to perform the Service Request. If deliverables are created by HPE specifically for Customer and identified as such in Supporting Materials, HPE grants Customer a worldwide, non-exclusive, fully paid, royalty-free license to reproduce and use copies of the deliverables internally. Deliverables are accepted upon provision to Customer unless otherwise agreed in the Supporting Material, and, if included, will not apply to any other solution to be provided by HPE.

b)          HPE will indemnify Customer for any claims against Customer that allege that an HPE branded solution supplied under the Agreement infringes the intellectual property rights of a third party. HPE will rely on Customer’s prompt notification of the claim and cooperation with HPE’s defense. HPE may modify the solution to be non-infringing and materially equivalent, or HPE may procure a license. If these options are not commercially viable, HPE will allow the Customer to terminate the impacted portion of the solution and refund the unused, pre-paid amount of the solution. HPE is not responsible for claims resulting from any unauthorized use, modification, or combinations of the solution.

c)           Use of the solution may require and include use of downloadable software. Downloadable software will be subject to solution specific terms.

d)          In addition to the metering tools, if applicable, HPE may provide solution tools (HPE Internal Tools) to enable or enhance solution delivery. Such HPE Internal Tools are owned by HPE and delivery of the solution may be contingent upon installation of them for use by HPE. Customer may not use, transfer, assign, pledge, or in any way encumber or convey the HPE Internal Tools. Any remote monitoring services (or portions thereof) will be provided from locations determined by HPE which may be outside the country of purchase. Customer acknowledges that it is responsible for obtaining all required approvals, licenses, authorizations, consents and permits for HPE to perform remote monitoring services.

7. Third Party Products.

The solution may permit access to products, content, and services, owned by third parties (Third-Party Products). Third-Party Products are subject to their own terms. 

8. Data Collection.

Customer understands that HPE solutions may collect and use technical data and related information, to facilitate the provision of the solution. Customer’s opt-in and out rights, if any, are described in the Supporting Material. As long as the data does not personally identify an individual, HPE owns and may use this data, including feedback, for any purpose including providing new and enhanced solutions.  

9. Pricing.

Prices will be as quoted in writing by HPE or, in the absence of a written quote, as set out on our website, customer-specific portal, or HPE published list price at the time a Service Request is submitted to HPE. Prices are exclusive of taxes, duties, and fees (including installation, shipping, and handling) unless otherwise quoted. If a withholding tax is required by law, please contact the HPE order representative to discuss appropriate procedures.

10. Fees, Billing and Payment

Customer will pay HPE the applicable fees and charges for each Service Request as more specifically described in the Service Request. Customer agrees to pay all invoiced amounts within thirty (30) days of HPE’s invoice date. HPE may suspend or cancel performance of open Service Requests if Customer fails to make payments when due.

11. Channel Partners.  

The Agreement will apply to HPE solutions procured by Customer from authorized HPE channel partners except for Sections 9 and 10. HPE is not responsible for the acts or omissions of HPE channel partners, for any obligations undertaken or representations that they may make beyond the scope of the Agreement, or for any other non-HPE solutions that they supply to Customer.

12. Confidential Information

Information exchanged under the Agreement will be treated as confidential if identified as such at disclosure or if the circumstances of disclosure would reasonably indicate such treatment.  Confidential information may only be used for the purpose of fulfilling obligations or exercising rights under the Agreement, and shared with employees, Affiliates, agents, or contractors with a valid obligation to reasonably maintain confidentiality of such information and a need to know such information to support that purpose. Confidential information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for 3 years from the date of receipt or for such period as the information remains confidential. These obligations do not cover: i) information that was known or becomes known to the receiving party without obligation of confidentiality; ii) information that is independently developed by the receiving party; or iii) information that is required to be disclosed by law or a governmental agency. 

13. Personal Information.

Personally Identifiable Information may only be used for the purpose of fulfilling obligations or exercising rights under the Agreement. Such information may be shared with employees, Affiliates, agents, or contractors with a need to know such information to support that purpose. The parties will use a reasonable degree of care to prevent unauthorized use or disclosure.

Where legitimate business purposes require HPE to collect and process personally identifiable business contact information relating to Customer’s employees or other individuals representing Customer, HPE, as a data controller, will process such personally identifiable information i) using appropriate technical and organizational measures, and ii) in compliance with its privacy statement and applicable laws. 

Where legitimate business purposes require Customer to collect and process personally identifiable business contact information relating to HPE’s employees or other individuals representing HPE,  Customer, as a data controller, will process such personally identifiable information (i) using appropriate technical and organizational measures, and (ii) in compliance with Customer’s privacy policies and applicable laws.

Where HPE agrees to process personally identifiable information on behalf of Customer, HPE, as a data processor, will process such data only as permitted under the Agreement, including Supporting Materials, and in compliance with applicable laws (solution-based DPSAs and sub-processor information is available here. In the event international data transfers trigger the requirements for a data transfer mechanism, HPE will use its BCR-P or utilize the data transfer mechanism described in the applicable Supporting Materials. 

14. Warranties, Representations, Agreements

a)           If applicable, solution warranties are described in the Supporting Material.  

b)          Customer is responsible for using the solution and taking its own steps to maintain appropriate security, protection and backup of the Customer-provided Data.

c)           Customer is responsible for claims resulting from:

i.            improper use, Customer site preparation, or Customer site or environmental conditions or other non-compliance with applicable Supporting Material;

ii.           Modifications or improper system maintenance or calibration not performed by HPE or authorized by HPE;

iii.          failure or functional limitations of any non-HPE product impacting the solution;

iv.          malware (e.g. virus, worm, etc.) not introduced by HPE; or

v.           abuse, negligence, accident, fire or water damage, electrical disturbances, transportation by Customer, or other causes beyond HPE’s control.

d)          The Agreement states all remedies for warranty claims. To the extent permitted by law, HPE disclaims all other warranties not stated in the Agreement. HPE does not warrant that the operation of the solution will be uninterrupted or error-free or that the solution will operate in combinations other than as authorized in Supporting Material.  

15. Limitations of Liability

Each party’s total aggregated liability to the other party under the Agreement is limited to the greater of $1,000,000 or the amount payable (for the past 12 months if recurring) by Customer to HPE for the relevant Service Request. Neither Customer nor HPE will be liable for lost revenues or profits, downtime costs, loss or damage to data, or indirect, special or consequential costs or damages. This provision does not limit either party’s liability for: unauthorized use of intellectual property, death or bodily injury; damage to tangible personal property caused by their negligence; breaches of confidentiality under Section 12 caused by their negligence; acts of fraud or willful misconduct; any fees owed by Customer to HPE pursuant to the Agreement, nor any liability which may not be excluded or limited by applicable law. 

16. Term and Termination

a)           This Base Agreement commences when user accepts the terms or otherwise uses HPE solutions (Effective Date) and will continue until terminated.

b)          Either party may terminate this Base Agreement for convenience by providing the other party thirty (30) days advanced written notice.  Termination of this Base Agreement will not affect any existing Service Requests, which shall continue until their natural expiration or early termination in accordance with the Agreement.

c)           Either party may terminate a Service Request on written notice if either party materially breaches the Service Request and fails to remedy the breach within a reasonable period after receiving reasonably detailed written notice. If either party becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership or asset assignment, the other party may terminate all open Service Requests. Any terms in the Agreement which by their nature extend beyond termination or expiration of the Agreement will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns. Any termination of a Service Request will not impact any other Service Requests.

17. Governing Law/Disputes

This Base Agreement will be governed by the laws of the State of Delaware without regard to any choice or conflict of law. Service Requests in the United States will be governed by the laws of the State of Delaware without regard to any choice or conflict of law.  In all other countries, Service Requests will be governed by the laws of the locale of the HPE entity accepting the Service Request. Where the Customer is a public sector entity, terms regarding governing law and jurisdiction do not apply. The United Nations Convention for the International Sale of Goods does not apply to the Agreement.

18. Evaluation/Trial/Demonstration Use

Where Customer is provided with an evaluation, trial, or demonstration (Demonstration) solution, Customer accepts the Demonstration "as is", with any errors or defects. HPE makes no express or implied warranty of any kind with respect to the Demonstration, and to the extent permitted by law, HPE disclaims all other warranties. HPE does not warrant that the operation of demonstration will be uninterrupted or error-free, or that demonstration will operate in hardware and software combinations other than as authorized by HPE in Supporting Material. Upon termination or expiration of any Demonstration, Customer must convert to a full subscription covering the use of the applicable solution or immediately terminate use of the solution. Unless otherwise provided in Supporting Material, the solution may not be used in a production environment. To the extent permitted by applicable laws, HPE is not liable for any indirect, special, or consequential damages or for lost revenues or profits, downtime costs, or loss or damage to data and HPE’s liability for direct damages is limited to $100.

19. Miscellaneous Provisions

a)           Notices.  HPE may provide any notice to Customer under the Agreement by: (i) posting a notice on the appropriate HPE website or within the solution; or (ii) sending a message to the email address associated with Customer’s account. Customer may provide HPE notice under the Agreement by contacting HPE by personal delivery, overnight courier or registered or certified mail to HPE, Legal Dept., 11445 Compaq Center West Drive, Houston, TX 77070.  

b)          Entire Agreement.  The Agreement represents the entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist.  HPE may periodically update the Agreement.  After HPE provides reasonable prior written notice of Agreement changes to the Customer’s account e-mail address, Customer’s continued use of the solution will be deemed consent to the updated terms.

c)           Delays.  Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations. HPE’s ability to deliver solutions depends on Customer’s reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver the solutions. 

d)          Electronic Transactions. The parties agree to do business electronically. Electronic transactions includes consenting to contracts, placing or accepting orders, exchanging and accepting Supporting Materials, content posted on HPE websites, or any electronic document related to the HPE solutions (Electronic Transactions). If such Electronic Transactions are contested as unenforceable by Customer, Customer agrees that HPE may terminate Customer’s access to HPE solutions.

e)           Global Trade.  If Customer exports, imports or otherwise transfers all or a portion of a solution, Customer is responsible for complying with applicable laws and for obtaining any required export or import authorizations. Either party may suspend its performance to the extent necessary to comply with applicable trade laws.

f)           Australian Consumer Law.  If Customer is a consumer or a small business customer within the meaning of the Australian Consumer Law under the Australian Competition and Consumer Act 2010 (Cth):

i.            Subject to section (ii), if Customer is a consumer within the meaning the ACL: (i) HPE's solutions are supplied with consumer guarantees that cannot be excluded under the ACL. Customer has a right to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. Customer has a right to have the solutions repaired or replaced if they are not of acceptable quality and the failure is not a major failure; (ii) nothing in the Agreement excludes or limits any right or remedy, or any guarantee, warranty or other term or condition implied or imposed by the ACL (including any consumer guarantee) which cannot be lawfully excluded or limited; (iii) Customer’s express warranties under the Agreement are in addition to Customer’s rights and remedies under the ACL. Customer’s consumer guarantee rights under the ACL prevail to the extent that they are inconsistent with any limitations contained in the express warranty; (iv) if HPE products are provided by Customer to HPE for repair, they may be repaired using refurbished parts or may be replaced by refurbished products of the same type rather than being repaired. Customer data stored on products may be lost during repair; (v) the express warranty period for HPE's solutions is set out in the Supporting Material; and (vi) if Customer wishes to receive support or claim a remedy under a warranty under the Agreement or the ACL, Customer should contact HPE: Hewlett-Packard Australia Pty Ltd at 410 Concord Road - Rhodes NSW 2138, Telephone number for Australian calls: 13 11 47, Telephone number for international calls: +61 2 8031 8316, or visit www.hpe.com.com/au and select the Customer Service option for the most current list of phone support numbers.

ii.           If Customer is a consumer within the meaning of the ACL and is purchasing goods or services that are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then despite any other provision of the Agreement, HPE limits its liability for failure to comply with a consumer guarantee as follows: (i) provision of services: to any one or more of the following: re-supply of the services or payment of the costs of having the services re-supplied; (ii) provision of products: to any one or more of the following: replacement of the products or the supply of equivalent products; repair of the goods; payment of the costs of replacing the goods or of acquiring equivalent goods; or payment of the costs of having the products repaired; and (iii) otherwise, to the maximum extent permitted by law.

 

Data Services Solution Terms

Last Modified:  May 2, 2023

READ THESE TERMS CAREFULLY BEFORE ACCESSING, BROWSING, OR USING HPE DATA SERVICES SOLUTIONS. ACCESSING, BROWSING, OR USING HPE DATA SERVICES SOLUTIONS INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT ACCESS, BROWSE, OR USE HPE DATA SERVICES SOLUTIONS IF YOU DO NOT ACCEPT THESE TERMS.  THESE DATA SERVICES SOLUTION TERMS INCORPORATE BY REFERENCE BOTH (1) HPE TERMS OF USE, AND (2) HPE BASE AGREEMENT WHICH WERE ALREADY AGREED TO BY YOU (Collectively Data Services Solution Terms).  If there is a conflict between these Data Services Solution Terms, the HPE Base Agreement and the HPE Terms of Use, the order of precedence is these Data Services Solutions followed by the HPE Base Agreement followed by the HPE Terms of Use, but only to the extent of such conflict. Capitalized terms used herein but not defined herein will have the meanings set forth in the Data Services Solution Terms, the HPE Base Agreement, and the HPE Terms of Use.

These Data Services Solution Terms are a legal contract between HPE and You (if You are entering into this agreement as an individual) or Your business entity (if you are entering into this agreement for Your business entity (collectively referred to as You, Your, Customer, as applicable). By accepting these Data Services Solution Terms, you represent and warrant that You have the legal authority to bind Your business entity to these Data Services Solution Terms.

Diagnostic Data. You agree to HPE collecting and using certain information and diagnostic data in connection with Your use of the Data Services Solutions, including without limitation system performance, capacity and memory usage, performance metrics, error and information messages, and Data Services Solution usage data related to Your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics (Diagnostic Data). HPE may use and disclose Diagnostic Data at HPE’s discretion for any purpose, except where HPE is required to do otherwise under applicable law.  HPE may disclose Diagnostic Data to HPE affiliates, contractors and service providers who are working on HPE’s behalf to maintain and provide the Data Services Solution. HPE also may use or disclose Diagnostic Data: (i) where it is in an aggregated, anonymized form that does not identify You; or (ii) as HPE determines necessary or appropriate (a) under applicable law, which may include laws outside of Your country of residence; (b) to respond to a governmental body or requests from courts, law enforcement agencies, regulatory agencies, and other public and government authorities, which may include such authorities outside Your country of residence; (c) to enforce HPE terms and conditions; and (d) to protect HPE rights, privacy, safety or property, and/or that of HPE affiliates, You or others.

Third Party Providers.  HPE may use affiliates and third party service providers to perform the Data Services Solution. You understand, agree and authorize HPE to share access to Your Customer Provided Data and Diagnostic Data with such third parties to maintain and provide the Data Services Solution. Upon request, HPE will provide You with a list of current service providers performing such services.

Pre-Release Materials. HPE may make available to You certain software, features, functionality, improvements, and/or enhancements in advance of their general availability (Pre-Release Materials).  You agree the Pre-Release Materials: (i) are not to be used in a production environment; (ii) may or may not ever be made generally available by HPE as part of an update or otherwise; (iii) are not under warranty or support; (iv) are not at the level of compatibility, performance and/or scalability of the Data Services Solutions as the case may be; (v) may not operate correctly; and, (vi) may be subject to additional terms and conditions that are specific to such Pre-Release Materials. You agree to notify HPE of any bugs, errors or problems with respect to Pre-Release Materials.

Fees. All amounts payable under these Data Services Solution Terms will be made without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Data Services Solution or new features of the Data Services Solution will be effective when HPE posts updated fees and charges on the website, unless HPE expressly states otherwise in a notice. HPE may increase or add new fees for any existing Data Services Solution by giving You at least fifteen (15) days' advance notice. If the change is unacceptable to You, You may stop using of the Data Services Solution. If You do not stop using the Data Services Solution within fifteen (15) days, the new fees will be deemed accepted by You. Without limiting the foregoing, You are solely responsible for any third party charges that may be associated with and external to the Data Services Solution, including but not limited to Your compute, storage and networking resources for the applications accessing the Data Services Solution and data egress usage from other cloud providers.

Taxes. You are responsible for any taxes and duties including VAT and applicable sales tax (other than HPE's income tax), and You will pay HPE the fees without any reduction or withholding for taxes. If HPE is obligated to collect or pay any taxes, the taxes will be invoiced to You, unless You provide HPE with a valid tax exemption certificate authorized by the appropriate taxing authority.

Support. Subject to Your payment of the applicable fees, HPE will provide support for the Data Services Solutions in accordance with the support guidelines and/or documentation HPE makes available through the solution and the applicable service levels set forth below, which may be revised and updated by HPE from time to time.

Maintenance. HPE will use reasonable efforts to provide You with prior notice of any scheduled maintenance (except for emergency maintenance) and You agree to use reasonable efforts to comply with any maintenance requirements that HPE notifies You about.

Telephone and E-mail. HPE or its designated support partners will provide telephone and e-mail support for the use of the Data Services Solutions twenty-four hours a day, seven days a week.  Such support will be provided solely to You or the Data Services Solution account holder, and will consist of answering questions regarding the proper operation of the Data Services Solutions, providing troubleshooting assistance, and providing general information, advice, and instructions in connection with the use of the Data Services Solution. HPE will have no obligation to accept calls or messages directly from, or otherwise interact directly with, personnel other than You or the Data Services Solution account holder.

Requirements for Support. As a condition to all of HPE’s obligations to provide support, You will comply with HPE’s instructions regarding the use of the Data Services Solution and provide at HPE request, reasonable access to appropriate personnel, records, network resources, and maintenance logs. HPE support is limited to the Data Services Solutions. HPE is not responsible for the operation and general maintenance of Your computing environment. You are responsible for your data backup. HPE is not be responsible for any losses or liabilities arising in connection with any failure of data backup processes. HPE has no support obligations to You which arise from or relate to any conditions that are listed as a Support Exclusions.

Support Exclusions. HPE support obligations do not apply to any unavailability, suspension or termination of the Data Services Solution, or performance issues: (i) resulting from a suspension of Data Services Solution and/or support as described in the Data Services Solution Terms; (ii) caused by factors outside of HPE reasonable control, including any force majeure event, Internet access or related problems outside the Data Services Solution; (iii) resulting from any actions or inactions of You or any third party; (iv) resulting from Your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within HPE direct control); or (v) arising from our suspension and termination of Your right to use the Data Services Solution in accordance with the Data Services Solution Terms (collectively, the Support Exclusions). If availability is impacted by factors other than those used in HPE’s calculation of the Unavailability, then HPE may issue a Service Credit considering such factors at HPE’s discretion.

Standard Response Levels. The following HPE support offerings are available for purchase by You for the Data Services Solutions. Such offerings are subject to HPE’s then-current technical support policies, which may be updated by HPE from time to time.

Response

Priority Responses

Additional Terms

Enterprise

P1*: Telephone response in 30 minutes or less with immediate escalation to Engineering, if required

P2: Response in 2 business hours or less

P3: Response in 8 business hours or less

P4: Next business day (Monday through Friday)

*Customer must telephone HPE Support to establish a P1 case.

FAQ and Supporting Materials available online

 

Available seven (7) days a week, twenty-four (24) hours a day - including holidays (telephone and email)

 

24 x 7 Engineering Escalation Support

Support Priority Definitions:

P1: Not serving data or severe performance degradation, inability to create a new volume

P2: Performance degradation or intermittent software faults or network degradation

P3: Issue or defect causing minimal business impact

P4: Request for information; administrative requests, billing and credit inquiries

 

Availability Commitment. HPE’s availability commitment applies separately to each account using the Data Services Solutions. HPE will use commercially reasonable efforts to make the Data Services Solution available at least 99.95% on a monthly basis. In the event HPE does not meet the availability commitment, You become eligible to receive a Service Credit as described below. Data Services Solution availability is calculated by subtracting from 100% the percentage of minutes during the month in which the Data Services Solution is not available to You, excluding unavailability resulting directly or indirectly from any Support Exclusions. Unavailable means the Data Services Solution is unable to perform the material function for which it is offered and which was purchased by You.

Service Credits. A Service Credit is calculated as a percentage of the total fees paid by You for the affected Data Services Solution for the affected month in which the Data Services Solution is unavailable in accordance with the schedule below.

 

Availability Percentage

Eligible Service Credit Percentage

Less than 99.95% but equal to or greater than 99.0%

10%

Less than 99.0%

30%

 

HPE will apply any Service Credits solely against future Data Services Solution fees owed by You. Service Credits eligible for type of refund or other payment by HPE. A Service Credit must be greater than one US dollar ($1 USD). Service Credits are not transferable. Your sole and exclusive remedy for any unavailability, non-performance, or other failure by HPE to provide the Data Services Solution is a Service Credit (if eligible).

Service Credit Request. To have Your Service Credit applied, You must submit a Service Credit Request by opening a new support case with HPE. To be eligible, the Service Credit Request must be received by HPE by the end of the second billing cycle after which the unavailability occurred and must include: (1) the words “Service Credit Request” in the subject line; (2) the dates and times of each unavailability of the Data Services Solution; and (3) Your documentation supporting the unavailability of the Data Services Solution (any confidential or sensitive information in these materials must be removed). Once the unavailability is confirmed by HPE, HPE will issue the Service Credit to Your account. Your failure to provide the Service Credit Request and other information as required will disqualify You from receiving a Service Credit.

Business Continuity. You are responsible for defining and maintaining Your own individualized business continuity and disaster recovery plans should the Data Services Solution become unavailable due to a disruptive event, such as a physical, social or financial disaster. HPE will use commercially reasonable efforts to prevent disruption to Data Services Solution and to restore Data Services Solution as soon as possible. HPE does not guarantee continuous availability of the Data Services Solution Service Credit are not provided in the event of such disruption or disaster.

HPE AND ITS AFFILIATES AND LICENSORS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY YOUR DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE DATA SERVICES SOLUTIONS. YOU ARE SOLELY RESPONSIBLE FOR SECURING AND BACKING UP YOUR DATA. HPE AND ITS AFFILIATES AND LICENSORS DO NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT YOUR DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

DATA SERVICES SOLUTION LIMITATION OF LIABILITY. HPE AND HPE’S AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, GOODWILL, USE, OR DATA, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER HPE NOR ANY OF HPE’S AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE DATA SERVICES SOLUTION, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THESE DATA SERVICES SOLUTION TERMS OR YOUR USE OF OR ACCESS TO THE DATA SERVICES SOLUTION, (II) HPE’S DISCONTINUATION OF ANY OR ALL OF THE DATA SERVICES SOLUTION, OR, (III) WITHOUT LIMITING ANY HPE SUPPORT OBLIGATIONS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE DATA SERVICES SOLUTION FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE DATA SERVICES SOLUTION TERMS OR YOUR USE OF OR ACCESS TO THE DATA SERVICES SOLUTION; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR DATA. IN ANY CASE AND TO THE MAXIMUM EXTENT ALLOWED BY LAW, HPE’S AND HPE’S AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER DATA SERVICES SOLUTION TERMS WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY HPE UNDER THESE DATA SERVICES SOLUTION TERMS FOR THE APPLICABLE DATA SERVICES SOLUTION THAT GAVE RISE TO THE CLAIM DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Data Services Solution Indemnification.  You will defend, indemnify, and hold harmless HPE, HPE’s affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) You or any of Your end users’ use of the Data Services Solution (including any activities under Your account and use by Your employees and personnel); (b) breach of these Data Services Solution Terms or violation of applicable law by You or any of Your end users; (c)  Your data or the combination of Your data with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your data or by the use, development, design, production, advertising or marketing of Your data; or (d) a dispute between You and any of Your end users. If HPE or HPE’s affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, You will also reimburse HPE for reasonable attorneys’ fees, as well as HPE’s employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at HPE’s then-current hourly rates. HPE will promptly notify You of any claim subject to this Section, but HPE’s failure to promptly notify You will only affect Your obligations under this Section to the extent that HPE’s failure prejudices Your ability to defend the claim. You may use counsel of Your own choosing (subject to HPE’s written consent) to defend against any claim; and settle the claim, provided that You obtains HPE’s prior written consent before entering into any settlement. HPE may also assume control of the defense and settlement of the claim at any time.

Additional Termination. HPE reserves the right to terminate these Data Services Solution Terms (and/or Your account) or Your access to the Data Services Solutions or any APIs and/or Software provided under these Data Services Solution Terms, and to delete Your Data: (i) due to a suspension or termination for cause; or (ii) immediately if HPE is compelled by court order or otherwise discover any use of the Data Services Solution or APIs and/or Software by You that in HPE's reasonable discretion presents a security risk or that might be the subject of a legal claim or dispute. Upon any termination or notice of any discontinuance, all of Your rights under the Agreement immediately terminate, You remain responsible for all fees incurred through date of termination, and You agree to return (or destroy per HPE’s instruction) all HPE Confidential Information in Your possession.

Data Removal.  Unless HPE terminates all or a portion of the Data Services Solution or the Agreement for cause, You will have an opportunity, upon request, to remove all Your Data from the Data Services Solution for a period of thirty (30) days following the termination date of the Your account (Data Removal Period). HPE may, at HPE's sole option, delete any and all Your Data from HPE's Data Services Solutions, website or any other data storage systems, including without limitation any and all backup copies thereof post-Data Removal Period. HPE is not responsible for (i) any deletion of Your Data (at any time) by You nor (ii) deletion, destruction, damage, loss or failure by You to backup any of Your Data removed by HPE post Data Removal Period.

Backup and Recovery Service Copy Operations. Backup and recovery services may use storage system snapshots to execute backups (make copies of data). Using storage system snapshots as part of the backup process may cause more data to be copied to the backup storage than expected. Where the backup storage consumption is metered for billing purposes, this may cause more storage consumption to be billed for than expected. When the backup goes to a cloud target, data that was not specified as part of the backup may be copied from the user’s premises to the cloud target. The user is responsible for understanding how the service operates and maintaining compliance with data governance regulation(s).

HPE GREENLAKE FOR COMPUTE OPS MANAGEMENT

 Last Modified: July 18, 2022

Service description

HPE GreenLake for Compute Ops Management is a secure and scalable software-as-a-service (SaaS) solution that delivers unified compute operations as a service from edge to cloud. The solution is purpose-built on a cloud-native architecture that transforms complex compute operations into a simplified experience across edge to cloud to accelerate agility. This modern approach to compute management starts with a single-entry, cloud-hosted portal that provides a secure path for unified identity and access management that helps IT administrators and operators with role-based access control to manage resources. The HPE GreenLake for Compute Ops Management app is available through the HPE GreenLake platform and supplies multiple layers of security ranging from single sign-on (SSO) to data encryption.

HPE GreenLake for Compute Ops Management simplifies how customers and partners manage their infrastructure across the compute lifecycle—from health status to automated firmware management across supported servers. The solution provides a newly designed management experience, designed from the ground up to automate everyday lifecycle tasks such as applying high-priority hotfixes to regularly scheduled firmware updates. This starts with proactive notifications of new firmware updates from Hewlett Packard Enterprise combined with user-controlled automated updates to select servers under management. It also provides a compute health dashboard with a summary of servers paired with 1-click access to servers grouped by severity of the alerts. These capabilities will be offered through a flexible subscription-based SaaS model that entitles supported servers to access HPE GreenLake for Compute Ops Management services and features as they are released.


Service benefits

  • As-a-service access to compute management across the server lifecycle
  • Simple IT lifecycle operations
  • Seamless management experience across multiple sites from edge to cloud
  • Trusted and proven technology foundation designed with robust levels of security.

 

Service feature highlights

  • Single-entry portal
  • Unified identity and access management
  • Role-based access control
  • Device onboarding with activation based on HPE iLO
  • Firmware updates and baseline compliance controls
  • Proactive compliance notification and offline firmware updates
  • Compute device health and inventory
  • Subscription-based entitlement
  • App service listing
  • Localization—English


Service limitations

  • In addition to the terms and conditions outlined in the HPE base agreement, the customer acknowledges and agrees that certain service limitations apply to HPE GreenLake for Compute Ops Management, including but not limited to the following:
  • HPE GreenLake for Compute Ops Management service is limited to select HPE ProLiant Gen10 and Gen10 Plus server products with HPE iLO 5.
  • It is limited to geographic regions where HPE subscription-based offerings are authorized for distribution to customers.
  • The servers must be listed in the supported server documentation section of the HPE GreenLake for Compute Ops Management Getting Started Guide.
  • Not all features will always be available to all customers.
  • HPE will provide support for the solution in accordance with the standard terms for HPE SaaS solutions.
  • Customer acknowledges and agrees that HPE may use resources outside the country of purchase for delivery of these services.
  • Travel charges may apply in connection with the provision of support in some geographic locations. Contact a local HPE representative for details.
  • HPE will use reasonable efforts to provide the customer with prior notice of any scheduled maintenance (except for emergency maintenance).
  • Customers must use reasonable efforts to comply with any maintenance requirements when notified by HPE.



Service eligibility

The customer must meet specific prerequisites before using the HPE GreenLake for Compute Ops Management service, including but not limited to the following:

  • Client web browser with internet access
  • HPE ProLiant server models Gen10, Gen10 Plus with HPE iLO 5. For a list of supported servers, see hpe.com/info/com-supported-servers.
  • HPE iLO versions of firmware v2.70 or later
  • DNS for HPE iLO is configured in HPE iLO 5, and the server has a UUID value
  • Appropriate firewall/proxy configurations to allow internet connectivity for HPE iLO

 

 

Customer responsibilities

The customer will:

  • Provide HPE with all required information to provide this management service, including any required device configuration data
  • Ensure that all service prerequisites as identified in the “Service eligibility” section have been satisfied
  • Assign a designated person from the Customer’s staff who will grant all approvals and provide information and service feedback to assist HPE in facilitating the delivery of this service
  • Collaborate in providing full and timely cooperation as well as the accuracy and completeness of any information and data provided to HPE is vital to HPE’s ability to deploy, maintain, and support this service.


Ordering information

This service is subject to the terms and conditions of the HPE base terms. The customer agrees to be bound by the HPE base terms and the foregoing HPE GreenLake for Compute Ops Management specific application terms.

 

Learn more at

hpe.com/us/en/newsroom/fact-sheet/hpe-greenlake-for-compute-ops-management.html