| IMPORTANT PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT: THIS SOFTWARE |
| LICENSE AGREEMENT ("Agreement") CONTAINS THE LICENSE TERMS AND CONDITIONS FOR |
| THE XEROX SOFTWARE AND RELATED DOCUMENTATION (collectively "Software"). |
| |
| IF YOU DOWNLOAD, INSTALL OR USE THE SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY |
| THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE LICENSE TERMS |
| YOU MAY NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE AND YOU MUST DELETE ANY |
| SOFTWARE FILES ACCESSED BY YOU OR A THIRD PARTY ON YOUR BEHALF FROM ANY AND ALL |
| COMPUTER MEMORY INTO WHICH SUCH SOFTWARE HAS BEEN LOADED OR STORED. |
| |
| When used in this agreement the term "Xerox" shall mean Xerox Corporation, its |
| operating companies, subsidiaries and affiliates. |
| |
| If you are installing the Software on behalf of the end user you must agree |
| that you are acting as an agent of the end user customer before proceeding. As |
| agent for the end user you hereby agree that you have either; 1) read and agree |
| to the terms of this Agreement as authorized by the end user, or 2) you have |
| made the end user aware of the license terms and the end user has explicitly |
| accepted them. |
| |
| 1. LICENSE GRANT. |
| a. Xerox grants to you a non-exclusive, non-transferable license to use the |
| Software on the Xerox-brand equipment ("Equipment") on which it was delivered |
| or, if delivered separately, on a single item of equipment. You have no other |
| rights to the Software and may not: (1) distribute, copy, modify, create |
| derivatives of, decompile, or reverse engineer Software; (2) activate Software |
| delivered in an inactivated state; or (3) allow others to engage in same. You |
| may make archival or back-up copies of the Software, provided each copy |
| contains all of the copyright and other proprietary notices contained on the |
| original Software and such copies and is used only for back-up purposes. Title |
| to, and all intellectual property rights in, Software will reside solely with |
| Xerox and/or its licensors who will be considered third-party beneficiaries of |
| this Agreement with rights of enforcement. |
| b. Software may include or incorporate software provided by Microsoft |
| Corporation ("Microsoft Software"). In addition to all other terms and |
| conditions of this Agreement, the following applies to Your installation and |
| use of Microsoft Software. You may not: (i) sell, lease, loan, sublicense, or |
| use the Microsoft Software for commercial software hosting services; (ii) |
| publish any benchmark results for the Microsoft Software; (iii) work around any |
| technical limitations in the Microsoft Software; or (iv) separate components |
| of the Microsoft Software and install them on different pieces of equipment. |
| |
| 2. THIRD PARTY SOFTWARE. The Software may include code developed by one or |
| more third parties ("Third Party Software"). Some Third Party Software may be |
| subject to other terms and conditions that may be found in an open source |
| software disclosure package provided with the Software or available for |
| download with the product documentation. Notwithstanding the terms and |
| conditions of this Agreement, the Third Party Software is licensed to you |
| subject to the terms and conditions of the software license agreement |
| identified in the open source software disclosure. If the third party terms |
| and conditions include licenses that provide for the availability of source |
| code (such as the GNU General Public License), the open source software |
| disclosure or the media on which the Software may be delivered will contain the |
| source code or provide instructions where a copy of such source code can be |
| obtained. |
| |
| 3. DISCLAIMER OF WARRANTY. |
| a. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED "AS IS", |
| WITHOUT WARRANTY OF ANY KIND BY XEROX OR ITS LICENSORS. XEROX AND ITS |
| LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WHETHER |
| CREATED BY STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES |
| OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT OF |
| THIRD-PARTY RIGHTS. XEROX AND ITS LICENSORS DO NOT WARRANT THAT THE SOFTWARE |
| WILL MEET YOUR PARTICULAR REQUIREMENTS, THAT IT WILL OPERATE UNINTERRUPTED OR |
| ERROR FREE, OR THAT DEFECTS IN THE SOFTWARE CAN OR WILL BE CORRECTED. ALL |
| WARRANTIES AND REPRESENTATIONS MADE BY PERSONS OTHER THAN XEROX, INCLUDING, BUT |
| NOT LIMITED TO, YOUR AUTHORIZED SERVICE PROVIDER, DISTRIBUTORS, DEALERS, |
| CONCESSIONAIRES AND OTHER RESELLERS OF XEROX, ARE ALSO DISCLAIMED. THE |
| WARRANTY DISCLAIMERS SET FORTH HEREIN MAY NOT APPLY IN CERTAIN JURISDICTIONS, |
| IN WHICH CASE THE WARRANTEES HEREUNDER SHALL BE THE MINIMUM REQUIRED BY LAW. |
| b. Software may contain, or be modified to contain, computer code capable |
| of automatically disabling proper operation or functioning of Software and/or |
| the system upon which it is installed. Such disabling code may be activated |
| (a) if Xerox is denied access to the Software and/or the system as provided |
| herein, (b) you otherwise breach any term of this Agreement, or (c) such |
| license is terminated or expires. |
| |
| 4. INDEMNIFICATION. Xerox will pay any settlement agreed to by Xerox or any |
| final judgment for, any claim that Software infringes a third party's valid |
| United States patent or copyright, provided that you promptly notify Xerox in |
| writing of any alleged infringement, allow Xerox to direct the defense, and |
| fully cooperate with Xerox. Xerox is not responsible for any non-Xerox |
| litigation expenses or settlements unless Xerox agrees to them in writing. To |
| avoid infringement, even if not alleged, Xerox may, at its option, and at no |
| charge to you, either obtain a license, provide a replacement for the Software |
| or remove or request that you remove the Software. Xerox's obligations under |
| this section are further conditioned on you immediately removing and ceasing |
| use of the Software in the event that Xerox requests that you remove the |
| Software and/or provides a replacement. Xerox will not be liable for any |
| infringement-related liability outside the scope of this section, including, |
| without limitation, infringement based upon the Software being modified to your |
| specifications or due to the Software being used in combination with equipment, |
| software or supplies not provided by Xerox. |
| |
| 5. LIMITATION OF LIABILITY. Notwithstanding any damages that you might incur, |
| the entire liability of Xerox and its licensors under this Agreement and your |
| exclusive remedy will be limited to the greater of the amount actually paid by |
| you for the Software or U.S. $10.00. IN NO EVENT WILL XEROX OR ITS LICENSORS |
| BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES |
| (INCUDING BUT NOT LIMITED TO DAMAGES RELATED TO DATA LOSS, LOST PROFITS OR |
| BUSINESS INTERRUPTION) IN ANY WAY ARISING OUT OF OR RELATING TO THE SUBJECT |
| MATTER OF THIS AGREEMENT, EVEN IF XEROX OR ITS LICENSORS HAS BEEN ADVISED OF |
| THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE ABOVE REMEDY FAILS OF ITS |
| ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN MAY NOT APPLY |
| IN CERTAIN JURISDICTIONS AND THUS MAY NOT APPLY TO YOU; IN SUCH CASES, XEROX'S |
| AND ITS LICENSORS' LIABILITY HEREUNDER SHALL BE THE MINIMUM REQUIRED BY LAW. |
| |
| 6. TERMINATION. Xerox may terminate your license for the Software (i) |
| immediately if you no longer use or possess the equipment with which the |
| Software was provided or are a lessor of the equipment with which the Software |
| was provided and your first lessee no longer uses or possesses it, (ii) upon |
| the termination of any agreement under which you have rented or leased the |
| equipment with which the Software was provided, or (iii) immediately in the |
| event of a breach by you. If terminated as provided above, you shall return to |
| Xerox all copies of the Software, and remove same from all equipment into which |
| such Software may have been loaded by you. |
| |
| 7. The Software is provided with Restricted Rights. You agree to meet all |
| requirements necessary to ensure that the Federal Government will honor such |
| rights. Disclosure, use or reproduction of the Software and accompanying |
| documentation are subject to restrictions set forth in the Commercial |
| Computer-Restricted Rights clause at Federal Acquisition Regulation 52.227-19, |
| when applicable, or in the Department of Defense Federal Acquisition |
| Regulations Supplement 252.227-7013. |
| |
| 8. SEVERABLILITY. If any provision of this Agreement is held invalid by any |
| law, rule, order or regulation of any government, or by the final determination |
| of any state or federal court, such invalidity will not affect the |
| enforceability of any other provisions not held to be invalid. In the event any |
| provision hereof is declared by competent authority to be invalid, illegal or |
| unenforceable under any applicable law, to the extent permissible under |
| applicable law, any such invalid, illegal or unenforceable provision shall be |
| deemed amended lawfully to conform to the intent of the Parties. |
| |
| 9. NO WAIVER. Any delay or omission by either party to exercise any right or |
| remedy under this Agreement will not be construed to be a waiver of any such |
| right or remedy or any other right or remedy. All of the rights of either |
| party under this Agreement will be cumulative and may be exercised separately |
| or concurrently. |
| |
| 10. GOVERNING LAW. This Agreement shall be construed in accordance with the |
| laws of the State of New York, without regard to its choice of laws provisions, |
| and disputes shall be adjudicated or otherwise decided in the forums therefor |
| located in the State of New York. The United Nation Convention on Contracts |
| for International Sales of Goods shall not apply to this Agreement. Local law |
| may require that certain laws of your country of residence apply to some |
| sections of this Agreement, including but not limited to, requiring this |
| Agreement to be governed by the laws of your country of residence. |
| |
| 11. EXPORT. You will not export or re-export the Software without appropriate |
| United States or foreign government licenses or for any purpose prohibited by |
| any applicable export control laws. |
| |
| 12. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between |
| the parties in connection with the subject matter hereof, and supersedes all |
| prior agreements, understandings, negotiations and discussions, whether oral or |
| written, between the parties. No amendment to or modification of this |
| Agreement will be binding unless it is in writing and signed by a duly |
| authorized representative of each of the parties. |
| |
| 13. REMOTE SERVICES. Certain models of Equipment are supported and serviced |
| using data that is automatically collected by Xerox or transmitted to or from |
| Xerox by the Equipment connected to Customer's network ("Remote Data") via |
| electronic transmission to a secure off-site location ("Remote Data Access"). |
| Remote Data Access also enables Xerox to transmit to Customer Releases for |
| Software and to remotely diagnose and modify Equipment to repair and correct |
| malfunctions. Examples of Remote Data include product registration, meter read, |
| supply level, Equipment configuration and settings, software version, and |
| problem/fault code data. Remote Data may be used by Xerox for billing, report |
| generation, supplies replenishment, support services, recommending additional |
| products and services, and product improvement/development purposes. Remote |
| Data will be transmitted to and from Customer in a secure manner specified by |
| Xerox. Remote Data Access will not allow Xerox to read, view or download the |
| content of any Customer documents or other information residing on or passing |
| through the Equipment or Customer's information management systems. Customer |
| grants the right to Xerox, without charge, to conduct Remote Data Access for |
| the purposes described above. Upon Xerox's request, Customer will provide |
| contact information for Equipment such as name and address of Customer contact |
| and IP and physical addresses/locations of Equipment. Customer will enable |
| Remote Data Access via a method prescribed by Xerox, and Customer will provide |
| reasonable assistance to allow Xerox to provide Remote Data Access. Unless |
| Xerox deems Equipment incapable of Remote Data Access, Customer will ensure |
| that Remote Data Access is maintained at all times maintenance or support |
| services are being provided. |
| |
| 14. DRIVER DATA COLLECTION. For driver software installed on a computer |
| device, you agree that the Software may collect technical data and related |
| information concerning the type of computing device and operating system; |
| location (country and city) of the computing device; and the volume, frequency, |
| and manner of use of the Software and its features. Xerox may use this |
| information and statistical data, trends and usage information derived from |
| this information and the use of the Software for the purposes of developing, |
| providing, operating, maintaining and/or improving its products and services or |
| to provide products or services to you. The Software does not collect any |
| information that personally identifies users of the Software or permits Xerox |
| to read, view or download the content of any documents processed by the |
| Software. |
| |
| 15. DIAGNOSTIC SOFTWARE. Software used to evaluate or maintain Xerox |
| equipment ("Diagnostic Software") may be embedded in, reside on, or may be |
| loaded onto Xerox equipment. The Diagnostic Software and method of entry or |
| access to it constitute valuable trade secrets of Xerox. Title to Diagnostic |
| Software shall at all times remain solely with Xerox and/or its licensors. You |
| agree that (a) your acquisition of the equipment does not grant you a license |
| or right to use Diagnostic Software in any manner, and (b) that unless |
| separately licensed by Xerox to do so, you will not access, use, reproduce, |
| distribute, or disclose Diagnostic Software for any purpose (or allow third |
| parties to do so). You agree at all times to allow Xerox to access, monitor, |
| and otherwise take steps to prevent unauthorized use or reproduction of |
| Diagnostic Software and to remove or disable Diagnostic Software. |
| |
| Open Source Software Disclosure |
| http://www.support.xerox.com/support/open-source-disclosures/documentation |