Lenovo Smart Office Professional Services | Lenovo US
5.1 Lenovo hardware Products are warranted in accordance with the Lenovo Limited Warranty accompanying each Lenovo hardware Product or as found at: https://support.lenovo.com/us/en/documents/ht100140, incorporated herein by reference. The Lenovo Limited Warranty applies only to Lenovo hardware Products purchased for Customer’s own use and does not transfer upon resale.
5.2 LENOVO MAKES NO OTHER WARRANTIES FOR LENOVO HARDWARE PRODUCTS, AND LENOVO MAKES NO WARRANTIES FOR SOFTWARE, SERVICE, SUPPORT OR THIRD-PARTY PRODUCTS. SUCH SOFTWARE, SERVICE, SUPPORT AND THIRD-PARTY PRODUCTS ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. SOME STATES DO NOT ALLOW LIMITATIONS OF WARRANTIES, SO THESE LIMITATIONS MAY NOT APPLY TO CUSTOMER. THIRD PARTY PROVIDERS OF SOFTWARE, SERVICES, PRODUCTS AND SUPPORT MAY PROVIDE WARRANTIES TO CUSTOMER.
CUSTOMER’S USE OF ANY THIRD-PARTY PRODUCT OR SOFTWARE SHALL BE GOVERNED BY THE THIRD-PARTY’S CURRENT END USER LICENSE AGREEMENT (“EULA”) AND TERMS OF SERVICE OR USE. THE THIRD-PARTY’S RECEIPT AND USE OF CUTOMER DATA SHALL BE GOVERNED BY THE THIRD-PARTY’S CURRENT PRIVACY AND DATA POLICY.
6. Title and Risk of Loss
6.1 Lenovo transfers title to hardware Products to Customer upon delivery to Lenovo’s designated carrier shipping the Products to Customer. Lenovo does not transfer title to Programs.
6.2 Lenovo shall bear the risk of loss or damage to hardware Products until they are delivered to Lenovo’s designated carrier for shipment to Customer. Thereafter, Customer assumes risk of loss or damage. Hardware Products will be covered by insurance, arranged and provided by Lenovo for Customer, covering the period until they are delivered to Customer.
7.1 Customer Information. Lenovo and its affiliates may store, use and process contact information and other information about Customer, including name, phone numbers, addresses, and e-mail addresses, necessary to perform under this Agreement, including but not limited to warranty service. Such information will be processed and used in connection with this Agreement and the Products or Services. It may be transferred by Lenovo to any country where Lenovo does business; and may be provided to entities acting on Lenovo’s behalf in relation to this Agreement and the Products or Services. Lenovo may also disclose such information where required by law.
7.2 LIMITATION OF LIABILITY. IN ANY ACTION UNDER OR RELATED TO THIS AGREEMENT, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, LENOVO SHALL NOT BE LIABLE TO CUSTOMER FOR ANY OF THE FOLLOWING EVEN IF INFORMED OF THEIR POSSIBILITY OR NOT AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE: 1) THIRD-PARTY CLAIMS FOR DAMAGES; 2) LOSS OF, OR DAMAGE TO, DATA; 3) SPECIAL, INCIDENTIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR 4) LOSS OF PROFITS, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS. EXCEPT FOR BODILY INJURY (INCLUDING DEATH) AND DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, LENOVO SHALL NOT BE LIABLE FOR MORE THAN THE AMOUNT OF ACTUAL DIRECT DAMAGES SUFFERED BY CUSTOMER, UP TO THE AMOUNT CUSTOMER PAID FOR THE PRODUCT OR SERVICE.
7.3 Force Majeure. Lenovo shall not be liable to Customer for any failure or delay in the performance of its obligations hereunder, to the extent such failure or delay is caused by fire, flood, earthquakes, other elements of nature; acts of war; terrorism, riots, civil disorders, rebellions or revolutions; epidemics, communication line or power failures; governmental laws, court orders or regulations; or any other cause beyond the reasonable control of Lenovo.
7.4 Product Changes. Lenovo may change or discontinue Products at any time. In such event, Lenovo may fulfill Customer’s order with a Product that has substantially the same functionality and performance as the Product ordered by Customer.
7.5 Export. All Products purchased under this Agreement are only for use in the United States and are subject to the export regulations of the United States. Customer shall comply with United States’ export regulations.
7.6 Governing Law. This Agreement and all orders for Products and Services subject to this Agreement shall be governed by the laws of the State of New York, without regard to its conflict of law principles. Neither You nor Lenovo may bring an action arising out of or related to this Sales Agreement more than two (2) years after the cause of action arose.
7.7 Individual State Disclosures. THIS SECTION ONLY APPLIES TO SALE OF PRODUCTS OR SERVICES TO CONSUMERS
IN NEW JERSEY: You and Lenovo expressly agree that the limitation of warranties in Section 5.2 and the limitation on liability in Section 7.2 of this Agreement, as modified by this Section 7.7, are intended to be as broad and inclusive as is permitted by the law of the State of New Jersey and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full force and effect. Notwithstanding any language in Section 7.2 of this Agreement to the contrary, Lenovo agrees that the limitation on liability for actions under or related to this Agreement will not apply to claims brought by New Jersey consumers for damages caused by Lenovo’s intentional, reckless or grossly negligent conduct. If one or more other provisions of this Agreement are deemed to be illegal or unenforceable under New Jersey law, the remainder of this Agreement shall be unaffected and shall continue to be fully valid, binding and enforceable to the fullest extent permitted by law.
8. Industry Solution Statements & Disclosures THESE ADDITIONAL OR AMENDED TERMS ONLY APPLY TO SALE OF PRODUCTS OR SERVICES OF INDUSTRY SOLUTIONS ON LENOVOPRO
8.1 Customer Information. Customer authorizes Lenovo to access Customer proprietary information necessary to perform under this Agreement, and for no other purpose. Customer proprietary information shall be limited to device health and telemetry data for installed hardware such that Lenovo can manage and monitor the installation. Such information will be processed and used in connection with our business relationship, may be transferred by Lenovo to any country where Lenovo does business and may be provided to entities acting on our behalf in relation to this Agreement. Lenovo may also disclose such information where required by law.
8.2 Customer Responsibilities. Customer’s purchasing Workspace Security or Digital Signage Solutions (the “Partner Offering”) shall:
designate a project manager who will be Customer Point of Contact for all communications related to the Services and will have the authority to act on Customer behalf in all matters. The Customer Point of Contact will provide a list of the key technical contacts with telephone and email contact information prior to the start of Services.
provide an on-site contact during normal business hours at each location with access to the buildings/rooms where Services will be performed and any necessary security. Additional charges may apply for work outside normal business hours. If necessary, Customer shall provide afterhours access to Customer facilities.
provide a safe environment and full unrestricted access to all locations where Services is to be performed. Services will be performed at the Customer premises, except for any project, related activity that Lenovo determines would be best performed remotely on Lenovo premises in order to complete its obligations and responsibilities within the order.
safeguard Customer data (including but not limited to confidential information, password protection, encryption, data backup, etc.) prior to Services by Lenovo. In no event shall Lenovo assume any risk or liability for data loss or data breach.
promptly obtain and provide to Lenovo all Required Consents necessary for Lenovo to provide Services purchased. A Required Consent means any consents or approvals required from Customer to give Lenovo and its subcontractors the right or license to access the locations where the Services are to be performed and to access, use and/or modify (including creating derivative works) the hardware, software, firmware and other products, without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products. Lenovo shall be excused from its performance obligations in the event that Customer fails to promptly provide any Required Consents.
Provide an installation schedule and requirements prior to Services Provider arriving onsite.
L Squared EULA – https://lsquared.com/terms.pdf
Ava EULA – https://www.avasecurity.com/eula
8.4 Industry Solutions General Statements Lenovo reserves the right to subcontract Services, or any part of them, to subcontractors selected by Lenovo. Each party may communicate with the other by electronic means and such communication is acceptable as a signed writing to the extent permissible under applicable law. An identification code (called a “user ID”) contained in an electronic document is legally sufficient to verify the sender’s identity and the document’s authenticity. Neither party may bring a legal action, regardless of form, arising out of or related to this Agreement more than two years after the cause of action arose unless otherwise required by applicable local law. After such period, any legal action arising out of this Agreement or the transaction under it and all respective rights related to any such action shall lapse, unless otherwise required by applicable law without the possibility of contractual waiver or limitation. Neither party is responsible for failure to fulfil any obligations due to causes beyond its control. Neither party grants the other the right to use its (or any of its enterprise’s) trademarks, trade names, or other designations in any promotion or publication without prior written consent.
8.5 Term and Termination: Ongoing Services For ongoing services provided by Lenovo:
Ongoing services shall become effective upon payment by Customer and shall continue through the purchased term.
Lenovo may terminate ongoing services upon thirty (30) days’ prior written notice
Either party may terminate the ongoing services if the other party fails to comply with any material terms, provided the party alleged not to be in compliance is provided with written notice and a reasonable time to comply.
Customer agrees to pay Lenovo for:
all Services Lenovo provides through services termination date;
all expenses Lenovo incurs through services termination date; and any charges Lenovo incurs in terminating the services.
Any terms of this which by their nature extend beyond services termination, shall remain in effect and apply to both party’s successors and assignees.