vista upgrade EULA question

hey guys,
Ok here's the situation, and thus the question.

I purchased a toshiba notebook about a year or so ago with windows xp, and a free upgrade to vista home premium. I have never installed vista because at the time it was still unproven, and now I feel like the notebook is a bit slow anyway, and vista may hinder performance even more. What I want to do instead is use the upgrade on my desktop which is far superior in terms of performance.

Would installing the upgrade on the desktop instead of the toshiba notebook violate EULA or deactivate my product key??

Another question (bit unrelated)... does microsoft allow an upgrade to 64bit version of vista, from an upgrade version of the 32bit? The vista I got for the notebook is 32bit, but if microsoft gives the same deal to upgrade to 64bit by paying a nominal fee I might want to do that as well.

haha yea that first question is a doozy, but thx for responding to the second question.

I don't see why I can't since both of my XP's are legit and since the upgrade has never been installed I should be able to install it where I choose... but I'm just thinking that since it came with my toshiba, it may be limited to using it with the toshiba... i dunno, I guess if no one has an answer on here, I'll just have to try it out.