Connect for Clio App EULA

THIS SOFTWARE END-USER LICENSE AGREEMENT (“Agreement”) CONTAINS THE LICENSE TERMS AND CONDITIONS FOR SOFTWARE OBTAINED FROM XEROX APP GALLERY (“Software”). PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS 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” means Xerox Corporation, its operating companies, subsidiaries and affiliates, and “You” means the individual or legal entity acquiring the Software. If you are installing the Software on behalf of the end user you agree that you are acting as an agent of the end user customer before proceeding and 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. Definitions: a. “Activation Key” means an authorization key, license key, usage credit, or other activation or entitlement mechanism required to enable or continue access to and/or use of the Software or any content, resources, functionality or services delivered or made available for use within the Software. b. “App Identifier” means a unique alphanumeric string generated by Xerox App Gallery for each App. c. “Authorized Users” means any individual to whom you grant access or permission to use your copy of the Software in accordance with the terms of this Agreement. d. “Cloud-based App” means Software that provides access to, or is designed to work with, cloud-based products and services offered by Xerox or third parties. 2. License Grant. Subject to the terms and conditions of this Agreement, Xerox grants you a non-exclusive, non-transferable license to install and use the Software on Xerox-brand equipment which you own or control (“Equipment”). Your license to the Software will continue until you no longer use or possess the item of Equipment on which you have installed the Software or, if you are a lessor of the Equipment on which you have installed the Software, when your first lessee no longer uses or possesses it. You have no other rights to the Software and may not: (i) distribute, copy, modify, create derivatives of, decompile, or reverse engineer Software; (ii) activate Software delivered in an inactivated state; or (iii) allow others to engage in same. If the Software comprises a Xerox App, you may make one (1) archival or back-up copy of the Software, provided such copy contains all of the copyright and other proprietary notices contained on the original Software 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. 3. Software Activation and Validation. a. Use of the Software requires acquisition of Activation Key(s) and may be subject to payment of additional fees. When acquiring Software and/or Activation Key(s), the order document, order confirmation or purchase flow (“Order”) will specify (a) your authorized scope of use for the Software which may include: (i) numbers of licenses, copies or instances acquired; (ii) number of credits, transactions, or other usage based units acquired; (iii) subscription services acquired and length of the subscription; or (iv) features acquired (collectively, as applicable, the “Scope of Use”) and (b) the subscription length or expiration date of the Scope of Use acquired (“Term”). Upon expiration of the Term, access to and use of the Software may become limited or unavailable. Continued use of the Software beyond the Term will require acquisition of additional Activation Key(s). b. Software may be delivered in a trial mode that enables you to run the Software a limited number of times, for a limited time period, or delivered with limited functionality. Use of the Software beyond the trial mode and access to or use of additional functionality may require acquisition of an Activation Key and/or registration with Xerox or the Developer and may be subject to payment of additional fees. c. During activation, the Software will send information about the Software installation, including the App Identifier and Equipment ID, to Xerox. Periodically, the Software will perform an entitlement check to verify that the Software has been activated, is enabled and properly licensed for the Equipment. To perform the entitlement check, the Software will send the App Identifier and Equipment ID to Xerox. By installing and using the Software, you consent to the transmission and use of the App Identifier and Equipment ID. 4. The Software provides access software and services provided by Themis Solutions Inc. and its subsidiaries (“Themis”) also known as Clio. In addition to, and without limiting, the terms of Section 6, you acknowledge and agree: (a) that your use of such software and services remains subject to the terms of service between you and Themis; (b) you will not and will not allow your Authorized Users the or any third party to use the Software in violation of such terms of services; and (c) you have sufficient consent and authorization from any Authorized User, Subscriber and Registered Client (as those terms are used in such terms of service with Themis) to use the Software and process Content (as defined below). 5. Third Party Software. The Software may include code developed by one or more third parties. Some third party materials included in Software may be subject to other terms and conditions found in a “Software Disclosure” file accessible with the Software as a download, on media on which the Software may be delivered. If the third party terms and conditions include licenses that provide for the availability of source code, the “Software Disclosure” file contains the source code or provides instructions where a copy of such source code can be obtained. 6. Cloud-based Apps. The terms of this Section 6 apply to your use of Cloud-based Apps. a. Cloud-based Apps provide access to, or are designed to work with, cloud-based products and services and hosted software as a service solutions offered by Xerox or third parties (“Hosted Services”) and may require registration and acceptance of additional terms and conditions associated with such Hosted Services. You are responsible for acquiring access to such Hosted Services, and the terms and conditions governing the access and use of the Hosted Services are solely between you and the provider of the Hosted Services. Communication between the Cloud-based Apps and the Hosted Services is managed by middleware services controlled and maintained by Xerox or its subsidiaries, affiliates, subcontractors, or agents. The App Identifier for the Software and the serial number and IP address of the Equipment on which the Software is installed are stored by middleware on installation of Cloud-based Apps and used to authenticate and validate access to and use of the middleware by the Equipment. b. When using the Software to access Hosted Services, the Software may access and use account information such as user name, email address, access permissions, folder and file names for such Hosted Services (“Account Information”) for the purposes of establishing a session with the Hosted Services, processing commands, and performing operations at your direction. You acknowledge that your Account Information and any Content (as defined below) will be transmitted to and temporarily stored on the middleware during your session with the Hosted Services. c. You shall be solely responsible for any and all data, data files, documents, graphics, messages, photographs, images, text, and/or other information or materials that you or your Authorized Users submit to, retrieve from, generate, or otherwise process in connection with your use of the Cloud-based Apps (“Content”). You authorize Xerox and its subsidiaries, affiliates, subcontractors, and agents to use, process and transmit Content in the manner contemplated by the Documentation for the Cloud-based Apps. By using the Cloud-based Apps you acknowledge and agree that: (i) the Content is received at and processed by the middleware and returned to you under your control, and (ii) Xerox is processing such Content as you direct. You represent and warrant that you have provided sufficient notice to, and obtained sufficient consent and authorization from, Authorized Users to transmit and process Content as described in this Agreement. d. You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions under all patent, trademark, copyright or other proprietary rights (including rights respecting the name, likeness or personally identifiable information of each and every identifiable individual person) in any and all Content to authorize Xerox and its subsidiaries, affiliates, subcontractors, and agents to use, process and transmit Content, and hereby grant to Xerox a non-exclusive, royalty-free, irrevocable, sublicensable and fully transferable license in and to all rights necessary to use, process and transmit Content, including all personal data contained therein. You shall indemnify and hold harmless Xerox and its Licensors from and against any and all damages, losses, costs, fines and expenses incurred (including reasonable attorneys’ fees) arising out of any claim, suit or cause of action arising as a result of your breach of this Section 6. You shall, at Xerox’s option and your sole expense, intervene in or defend any such proceedings upon notice from Xerox. e. By using the Cloud-based Apps, you acknowledge, agree and consent that Content may be transmitted through Internet-based, third party computing resources and infrastructure existing outside of your environment and processed in the United States or Ireland, based on your region. In addition, and without limiting the foregoing, you acknowledge that Xerox may at its sole discretion arrange to transmit, store or process your Account Information and Content in the United States, Ireland, or any other country in which Xerox, its subsidiaries, affiliates, subcontractors, agents or partners maintain facilities. Notwithstanding anything to the contrary in this Agreement, you are responsible and remain solely liable for the Content and compliance with all applicable laws rules and government regulations applying to the transmission thereof, including but not limited to those regarding data privacy and export control. 7. DISCLAIMER OF WARRANTY. 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, SERVICE PROVIDERS, DISTRIBUTORS, DEALERS, CONCESSIONAIRES AND OTHER RESELLERS OF XEROX PRODUCTS, 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 APPLICABLE LAW. 8. LIMITATION OF LIABILITY. Notwithstanding any damages that you might incur, the entire liability of Xerox and its licensors for any damages arising from or related to your acquisition or use of Apps or of Xerox otherwise arising under this Agreement and your exclusive remedy will be limited to the greater of the amount actually paid to Xerox 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. 9. Term and Termination. The term of the license granted in this Agreement will commence on the earlier of date on which you download, install, enable or otherwise take delivery of the Software and will continue for as long as you comply with the terms of this Agreement. The license granted in this Agreement will terminate: (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. Upon termination for whatever reason, you shall de-install the Software and return or destroy, at Xerox' option and direction, the Software, your back up copy and all materials provided or made accessible by Xerox under this Agreement. 10. US Government Restricted Rights. 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. The Software was developed entirely at private expense and is commercial computer software. Use of the Software by the Government is further restricted in accordance with the terms and conditions of this Agreement. 11. Severability. 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. 12. 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. 13. 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. 14. 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. 15. 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. Cancel