Xerox® Workflow Central
Terms of Service Agreement
Welcome to Xerox Workflow Central. These Terms of Service (these “Terms”) constitute the agreement between Xerox Corporation (“Xerox”, “we” or “us”) and the individual or legal entity accessing and using Xerox Workflow Central (the “Customer” or “You”). These Terms (including our Privacy Statement (https://www.xerox.com/en-us/about/privacy-policy)) describe Your rights and responsibilities respecting access to and use of Xerox Workflow Central (the “Service”). Capitalized terms used herein which are not defined contextually within these Terms have the meanings set forth in Section 18.
PLEASE READ THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND XEROX. IF YOU DO NOT AGREE TO BE BOUND TO THESE TERMS, YOU SHOULD NOT ACCEPT THESE TERMS OR USE THE SERVICE IN ANY MANNER. BY USING THE SERVICE, YOU SHALL BE DEEMED TO HAVE CONFIRMED YOUR ACCEPTANCE OF THESE TERMS. If you are accepting these Terms on behalf of a legal entity you represent and warrant that you are acting as an agent of such legal entity with the authority to accept these Terms on behalf of and to bind such legal entity to these Terms.
Xerox reserves the right, at its discretion, to modify these Terms from time to time by posting revised Terms online. If Xerox makes a material change to the Terms, Xerox will also provide You, through Your Account, with reasonable notice of such material change (materiality to be determined solely by Xerox in its reasonable discretion). It is Your responsibility to review the revised Terms, and the continued access or use of the Service following the effective date of the revised Terms, shall constitute Your acceptance of the revised Terms. If at any time You do not agree to the Terms, You must stop using the Service.
1. Registration, Account Creation.
1.1. Account Creation. Customer must establish and maintain a primary Customer account (the “Customer Account”) to enable Authorized Users to access and use the Services acquired from Xerox. The name and email address associated with the Customer Account (the “Customer Representative”) is the primary Administrator for the Customer Account and an Authorized User of the Services. Customer agrees to provide and maintain accurate, current, and complete contact information, including email address, for the Customer Representative. Xerox may communicate with Customer respecting its use of the Product and send service announcements and administrative messages to Customer through the Customer Representative. Customer Representative may invite Customer’s employees, consultants, contractors and agents to use the Service as Customer’s Authorized Users. Customer can identify certain Authorized Users as administrators who will have important rights and controls over the use of the Customer Account, including the right to: invite other individuals to become Authorized Users under the Customer Account; manage account permissions and settings for Authorized Users; and make purchasing decisions on behalf of the Customer. Customer acknowledges and agrees that it is responsible for understanding the settings and controls for each Authorized User Account created under the Customer Account as well as for controlling whom it invites or allows to become an Authorized User. Without limiting Section 1.2 (User Accounts), which applies to all user accounts, including the Customer Account and Authorized User Accounts, Customer is responsible for its Administrators and any actions they take, including as described above.
1.2. User Accounts. Customer shall provision each Authorized User via email invitation. If You received an invitation to access and use the Service under the Customer Account You may create a user account to access the Service (“Your Account”). You must have a Xerox App Account associated with the same email address to which the invite to access and use the Services was sent to create Your Account. If you do not have a Xerox App Account under the same email address to which the invitation to access and use the Service was sent, You must first create a Xerox App Account for that email address. You will provide and maintain accurate User Account Information at all times that you maintain a Your Account. Xerox may verify User Account Information You provide. All User Account Information You submit shall be treated in accordance with our Privacy Statement (https://www.xerox.com/en-us/about/privacy-policy). You acknowledge that You must maintain such Xerox App Account to access and use the Service. If Your Xerox App Account associated with Service is terminated or expires for any reason, Your ability to access the Service will also be terminated.
1.3. You are responsible for maintaining the confidentiality and security of Your Account and Your User Account Information, and for all activities resulting from the access to and/or use of the Service via your account and your User Account Information. Xerox is not responsible for any losses arising from the unauthorized use of Your User Account. You agree to promptly notify Xerox if You become aware of any unauthorized use of Your account or Your User Account Information or suspect that Your User Account or User Account Information has been compromised. You agree to cooperate with Xerox's reasonable investigation of outages, security problems, and any suspected breach of these Terms.
1.4. You authorize Xerox to use Your User Account Information to communicate with you respecting the Service, and to send you any notices under these Terms, information respecting service announcements, and administrative messages. You agree to receive all terms and conditions, agreements, notices, disclosures, and other communications from Xerox electronically and such communications will have the same legal enforceability as if they were in hard copy. If you receive commercial email from Xerox and wish to discontinue these mailings, You may opt out of receiving those communications.
2. License and Scope of Service
2.1. Subject to these Terms and You maintaining Your Account and a valid subscription to the Service, Xerox grants You a limited, revocable, non-exclusive, worldwide, non-sublicensable and non-transferrable license, without the right to sublicense, to access and use the Services for your business operations and not for resale or further distribution. Some features of Services provide access to, or are designed to work with, products and services provided by third parties (“Third Party Services”). Access to and use of Third Party Services may be subject to and require acceptance of additional terms and conditions associated with the Third Party Services. You are responsible for acquiring the right to access and use such Third Party Services, and the terms and conditions governing the access and use of the Third Party Services, including any terms of use, privacy policy, acceptable use policy, and fees, are solely between You and the provider of the Third Party Services. If you access or use Third Party Services through the Service, You agree that You will comply with all applicable terms and conditions for such Third Party Services and that you will not use the Service to attempt to avoid or circumvent any such applicable terms and conditions.
2.2. You agree that You will not and will not permit any third party to: (a) sublicense, transfer or distribute any portion of the Services; (b) sell, resell, or otherwise make the Services available as a commercial offering to a third party, including without limitation using the Services to process documents on behalf of third parties, operate in a service bureau, application service provider, time share or similar resource sharing model; or (c) attempt to discover, gain access to or extract the source code for the Services or reverse engineer, modify, decrypt, extract, disassemble or decompile the Services any part thereof (except to the extent such restriction is expressly prohibited by applicable law).
3. Security and Data Privacy.
3.1. Xerox warrants that it has implemented and will maintain reasonable technical and administrative security measures designed to protect User Data submitted to the Service from unauthorized access, use or disclosure. However, Xerox makes no representation or warranty as to the adequacy or suitability of the Service for processing information subject to Applicable Laws related to the protection, transfer, security or processing of Personal Data or other protected data.
3.2. By submitting, uploading, or transmitting User Data to the Service and/or receiving processed User Data via email you acknowledge and agree that the User Data may be transmitted through public or private Internet-based, third party computing resources, infrastructure and/or telecommunications networks (“Internet Resources”) that are not operated or controlled by Xerox. You acknowledge that Internet Resources may be insecure and agree that Xerox is not liable for any changes to, interception of, or loss of User Data while using Internet Resources.
3.3. We endeavor to improve the operation and performance of the Service for our users. In order to do so, we use analytics techniques to better understand how the Service is being used. You acknowledge and agree that we may use cookies, embedded links and other commonly used data gathering tools to collect, compile, analyze, and process statistical data, trends and information respecting usage and operation of the Service, including for example the volume, frequency, and manner of use and types of devices submitting User Data (collectively “Usage Data”). Xerox may use such Usage Data for the purposes of developing, providing, operating, maintaining and/or improving its products and services or to provide products or services to You. In addition, You acknowledge and agree that Xerox may share with its subcontractors and agents (or such contractors and agents may collect) certain Usage Data for the purposes of enable such contractors and agents to operate, support, develop, maintain and/or improve their respective products and services. The Service does not collect or retain any Usage Data that personally identifies users of the Service or permits Xerox or its Affiliates or their respective agents and subcontractors to read, view or download the content of any User Data processed by the Service.
4. User Data.
4.1. You retain all right, title and interest in and to Your User Data and shall be solely responsible for any and all User Data You submit to the Service, including without limitation ensuring that You have the necessary rights, consents, and permissions under Applicable Laws, including without limitation those related to privacy and data protection to submit to, retrieve from, generate, or otherwise process User Data in connection with use of the Service. You acknowledge and agree that You are and will remain the controller of User Data for purposes of all Applicable Laws. Without limiting the foregoing, User Data includes any data, files, content or other materials that You retrieve from any Third Party Service, including any third party hosted or cloud storage service, for further processing through the Service, and You authorize Xerox to retrieve and process such User Data at Your request and direction.
4.2. You authorize Xerox and its Affiliates, subcontractors, and agents (including third party hosting providers, subcontractors and agents acting on its behalf) to use, process and transmit User Data (1) in the manner contemplated by the Documentation for the Services and this Agreement and (2) as necessary for (i) detecting, preventing, investigating and addressing security incidents, unlawful use of the Services, (ii) preventing and addressing service or technical problems and any other support matters Your request, and (iii) maintaining, updating, and improving the Service provided, that use for updating or improving the Service will not identify You to any third party (excluding Xerox's Affiliates and subprocessors) as the source of any User Data, and that Xerox shall aggregate and dissociate User Data from You before sharing it with a third party (other than its Affiliates and subprocessors for use as permitted herein).
4.3. By using the Service you acknowledge and agree that the User Data is received and processed by Xerox and returned to you under your control, and that Xerox is processing such User Data at your direction. Your use of the Service must comply at all times with these Terms and all Applicable Laws. You represent and warrant that: (i) You own or have the necessary licenses, rights, consents, and permissions under all patent, trademark, copyright or other proprietary rights (including rights, permissions and/or legally sufficient consents respecting the name, likeness or Personal Data of each and every identifiable individual person) in any and all User Data to authorize the use, display, collection, processing and transmission of User Data in the manner contemplated by these Terms and the documentation and (ii) User Data and its submission to and processing by the Service will not violate (1) any Applicable Laws, including laws relating to data privacy and data transfer, international communications and the exportation of technical or Personal Data, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of Your or third-party obligations governing User Data. Other than our express obligations under Section 3 (Security and Data Privacy), we assume no responsibility or liability for User Data, and You are solely responsible for User Data and the consequences of submitting and using it with the Service. Personal Data is collected, processed, and protected by Xerox as described in the Xerox Privacy Statement available Here (https://www.xerox.com/en-us/about/privacy-policy).
4.4. By submitting User Data to the Service, You authorize and consent to the hosting, processing and transmission of User Data on a global basis by Xerox, its affiliates, agents and subcontractors for the purposes of providing, maintaining, updating, and improving the Service. Without limiting the foregoing, You acknowledge that Xerox and its Affiliates may transfer, store and process Your User Data outside of Your country or the country of origin for the purpose of performing the Service.
4.5. Output generated by processing User Data submitted to the Services may be retained by the Service and made available to You for download or retrieval for up to seven (7) days after processing. This temporary storage of processed User Data is not an archival service, rather it is offered as a convenience for You and is not designed or intended to operate as nor does it constitute a primary or back-up copy of the translation. Xerox does not represent or warrant that any processed User Data will be available, maintained or stored until retrieved by You and will not have any liability or responsibility for the loss of such processed data.
5. Confidentiality.
5.1. User Data that you provide to us for the purpose of performing the Service will be treated as Your "Confidential Information," except to the extent such User Data (a) was known to us prior to receipt from You from a source other than one having an obligation of confidentiality to You; (b) becomes known (independently of disclosure by You) to us directly or indirectly from a source other than one having an obligation of confidentiality to You; or (c) becomes publicly known or otherwise ceases to be secret or confidential.
5.2. Except as may be otherwise authorized by You, Xerox and its Affiliates (including third party hosting providers, subcontractors and agents acting on its behalf) will not use Your Confidential Information for any purpose outside of providing the Service to You or outside of the scope and use described in these Terms. Except as expressly set forth in these Terms, we will not, without Your prior consent, disclose Your User Data to any third party, other than furnishing Your User Data to our Affiliates, representatives, agents, and contractors, (including third party hosting providers, subcontractors and agents acting on our behalf) who need to have access to Your User Data in connection with the provision of Services.
5.3. Notwithstanding anything to the contrary in these Terms, Xerox may disclose your User Account Information or your User Data: (i) when Xerox believes, in good faith, that disclosure is necessary to protect the rights of Xerox under this Agreement, protect the safety of others, investigate fraud or other illegal activity, or to law enforcement or government agency if required by a subpoena or other compulsory legal process; (ii) as required by law; and/or (iii) in the event of a merger, acquisition or reorganization of Xerox or a relevant portion of its assets, to the acquiring or surviving entity.
6. Service Usage and Pricing. The Service is a fee based, paid-for service with service fees charged against the Credits for each page processed. Credits are purchased under the Customer Account and are shared by all Authorized Users associated with the Customer Account. The Service charges for each page submitted and additional Credits may be charged for any page that is larger than letter or A4 paper size or for pages that have a complicated layout. As the Service charges for every page submitted, even if the page is blank or does not require processing, You should avoid submitting any blank pages or pages that do not require processing.
7. Email and Fax Services.
7.1. The use of the Services includes the option to send User Data and the output generated by the Services, including output from processing User Data, (collectively “Content”) to other users and third parties via email and fax. By using the email and/or fax service offered within the Services you acknowledge and agree that (i) You will not use the email or fax service to send any email or fax for which the primary purpose is the commercial advertisement, promotion or marketing of a product, service, or content on commercial websites and (ii) where required by applicable law or regulation, You will obtain legally sufficient consent from the email or fax recipient prior to sending Content to that recipient and that You will retain proof of such consent in accordance with the applicable law or regulation. Without limiting the foregoing, before sending Content that is in any way related to alcohol, firearms, gambling, tobacco, cannabis, or other adult content, represent and warrant that you will ensure that the recipient is of legal age to provide consent (age for consent is determined based on where the recipient is located) to receive the email or fax. Upon Xerox’s reasonable written request, you agree to provide proof of such consent.
7.2. You may not use the email or fax service to send any Content that is illegal or content that is harmful, unwanted, inappropriate, objectionable, confirmed to be criminal misinformation, or otherwise poses a threat to the public (“Prohibited Content”) even if otherwise sending such Prohibited Content is permitted by applicable law. Examples of Prohibited Content include: (i) Pornographic or sexually explicit materials; (ii) Material that is fraudulent or meant to mislead the recipient; (iii) Escort services, international marriage brokers, and other similar sites and services; (iv) Hate speech, harassment, exploitative, defamatory, obscene, abusive; (v) Advertising medications that cannot legally be sold over-the-counter; (vi) Misinformation about products claiming to prevent, treat, or cure health issues that has not been approved by the applicable government authority; and (vii) Chain letters, pyramid schemes, or other fraudulent or deceptive arrangements.
8. Prohibited Activities.
8.1. You agree that You will not and will not allow any Authorized Users or any third party to use the Service or any Third Party Service accessed through the Service: (i) to violate, or encourage the violation of, the legal rights of others or to defame, abuse, harass, threaten, intimidate, or stalk others; (ii) to engage in, promote, encourage, or facilitate any illegal activity, including without limitation unlawful online gambling; (iii) for any unlawful, invasive, infringing, defamatory, deceptive, or fraudulent purpose; (iv) to distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; (v) to generate, distribute, publish or facilitate unsolicited mass email or fax, promotions, advertisings or other solicitations (“spam”); (vi) to create, transmit, process, or store any User Data that is subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; or (vii) on behalf of or for the benefit of any entity or person who is legally prohibited from using the Services or any Third Party Service accessed through the Service. Without limiting the foregoing, You agree that You will not use the Service or any Third Party Service accessed through the Service in a manner that violates or attempts to violate any laws, statutes or regulations, including, without limitation, any applicable privacy and data protection laws or to engage in or encourage any activity that is illegal, deceptive, harmful, violating others' rights, or harmful to others;
8.2. You further agree that You will not and will not permit any third party to: (i) conduct any audit, probe, testing or assessment of the security of the Service or any Third Party Service accessed through the Service; (ii) attempt to disable, interfere with, circumvent, or disrupt any aspect of the Service or any Third Party Service accessed through the Service including, without limitation, attempting to disable or circumvent any security, license control or otherwise avoid incurring or paying any usage fees or charges; (iii) cause or permit any robot, bot, utility, or any automated process to access the Service or any Third Party Service accessed through the Service; or (iv) attempt to discover, gain access to or extract the source code for the Service or any Third Party Service accessed through the Service or reverse engineer, modify, decrypt, extract, disassemble or decompile the Service or any Third Party Service accessed through the Service or any part thereof (except to the extent such restriction is expressly prohibited by applicable law).
9. Term and Termination.
9.1. Term. These Terms are effective upon the earlier Your acceptance or the creation of Your Account and shall continue in full force and effect until terminated by either party in accordance with this Section 9. In addition, Xerox may periodically ask You to confirm your acceptance with the then current version of these Terms. Failure to confirm Your acceptance with the Terms will result in termination of Your ability to access the Service.
9.2. Termination for Cause. Xerox may terminate these Terms and/or deactivate or suspend access to the Service from Your Account immediately upon written notice in the event that you breach or otherwise fail to comply with any term or condition of Section 4 or Section 8 hereof. In addition Xerox may terminate these Terms and deactivate access to the Service from Your Account in the event you commit any material breach of any other Sections of these Terms and fail to remedy such material breach within fifteen (15) days after we provide written notice of such breach to you. You may also terminate these Terms in the event Xerox commits a material breach of these Terms and fail to remedy such material breach within thirty (30) days after providing written notice of such material breach to Xerox.
9.3. Termination for Convenience. You may cease use of the Service and request that Your Account be terminated at any time. In addition, You acknowledge that Xerox may terminate these Terms and suspend Your access to or use of the Services at any time by providing forty-five (45) days prior written notice to You.
9.4. Effect of Termination. You acknowledge that termination of Your Account for any reason will result in termination of Your ability to access the Service. In the event that the Customer Account is terminated for any reason, access to the Service by all Authorized Users will also be terminated. If You terminate the Customer Account for cause pursuant to Section 9.2 or Xerox terminates the Customer Account for convenience pursuant to Section 9.3, Xerox will refund any unused Credits under the Customer Account as of the effective date of termination. Termination of the Customer Account for any other reason will result in loss of any unused Credits.
9.5. Except as expressly set out in this Section 9, Xerox shall have no liability or obligation to You due to the termination or expiration of the Service.
9.6. The following provisions will survive any termination or expiration of these Terms: Sections 3, 4, 5, 10, 11, 12, 13 and 17.
10. Warranty and Disclaimer.
10.1. Each party represents and warrants that it has validly entered into these Terms and has the legal power to do so and that the execution, delivery, and performance in accordance with these Terms does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
10.2. You acknowledge that You will be submitting User Data and receiving processed User Data over an unsecured public computer network and that Xerox and its Affiliates (including its third party hosting providers, subcontractors and agents acting on its behalf) shall not be liable for (i) any loss of information transmitted in this manner or (ii) any malfunction or other problems in telephone networks or services, computer systems, servers, providers, computer hardware, software, or telecom equipment, or for any malfunction in the operation of e-mail, howsoever caused, or other damage resulting from such problems.
10.3. WARRANTY DISCLAIMER. XEROX DOES NOT REPRESENT OR WARRANT THAT:
• THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA;
• THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
• THE RESULTS OBTAINED BY USING THE SERVICE ARE ACCURATE, RELIABLE, COMPLETE OR USEFUL;
• THE OPERATION OF THE SERVICE OR THE PROVISION OF THE SERVICE WILL BE CONTINUOUS AND/OR UNINTERRUPTED OR FREE FROM ERROR;
• THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
• ERRORS OR DEFECTS WILL BE CORRECTED;
• THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
• THE ORIGINAL LAYOUT OF DOCUMENTS YOU SUBMIT FOR TRANSLATION WILL BE PRESERVED AND UNCHANGED IN THE TRANSLATED DOCUMENTS, OR THAT ALL PARTS OF THE TEXT SUBMITTED FOR TRANSLATION WILL BE RECOGNIZED, AND THAT NO PARTS OR SECTIONS OF TEXT WILL BE MISSING.
THE SERVICE IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION, XEROX AND ITS AND ITS AFFILIATES (INCLUDING ITS THIRD PARTY HOSTING PROVIDERS, SUBCONTRACTORS AND AGENTS ACTING ON ITS BEHALF) (I) MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE AND (II) EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11. Limitation of Liability.
11.1. LIMITATION ON DAMAGES. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST BUSINESS OPPORTUNITY, LOST PROFITS OR REVENUES, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND HOWEVER CAUSED, AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF 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.
11.2. LIMITATION OF LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU UNDER THESE TERMS FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
11.3. UNLIMITED LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 11.1 (LIMITATION ON DAMAGES) AND SECTION 11.2 (LIMITATION OF LIABILITY), THE LIMITATIONS IN SECTION 11.1 AND SECTION 11.2 DO NOT APPLY TO (A) YOUR BREACH OF SECTION 4 OR (B) AMOUNTS PAYABLE PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION).
11.4. THE PROVISIONS OF THIS SECTION 11 ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH IN THIS SECTION 11 IN DETERMINING WHETHER TO ENTER INTO OR OTHERWISE ACCEPT THESE TERMS.
12. Indemnification.
12.1. Customer Indemnification. You shall defend Xerox and its Affiliates, and its and their respective officers, directors, employees and contractors, from and against any and all third party claims, actions and demands alleging or resulting from (i) Your breach of Section 4, (ii) User Data or Your use of the Product with products not provided by Xerox infringes or misappropriates the intellectual property rights of a third party or (iii) Your use of the Product violates applicable law (in either case, a “Claim Against Xerox”), and shall indemnify Xerox for any damages, attorney fees and costs finally awarded against Xerox as a result of, or for any amounts paid by Xerox under a court-approved settlement of, a Claim Against Xerox.
12.2. Xerox Indemnification. Xerox shall defend You from and against any and all third party claims, actions and demands alleging that Xerox’s provision of the Services infringes or misappropriates a third party’s intellectual property right (a “Claim Against Customer”), and shall indemnify Customer for any damages, attorney fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a approved settlement approved by Xerox; provided, however, that Xerox shall have no liability under this Section 12.2 to the extent a Claim Against Customer arises from (a) Customer Data; (b) the use of the Service in combination with any non-Xerox product, software, service or equipment, but solely to the extent the alleged infringement is caused by such combination; (c) Customer’s negligence, misconduct, or breach of this Agreement; or (c) any modification of the Service that is not performed by, on behalf of, or at the direction of Xerox. If the Service has become, or in Xerox’s opinion is likely to be, the subject of a Claim Against Customer, Xerox may, in its sole option and expense: (a) procure for You the right to continue using the Services as set forth in these Terms; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate these Terms and Your ability to access and use the Services and refund you any unused Credits.
12.3. Indemnification Procedure. As a condition of the foregoing indemnification obligations the indemnified party (“Indemnified Party”) will: (a) promptly notify the indemnifying party (“Indemnifying Party”) of the Claim Against Xerox or Claim Against Customer, as applicable (the “Claim”); provided, that a failure to give such prompt notice will not relieve Indemnifying Party of its obligations under this Section except to the extent that Indemnifying Party was actually and materially prejudiced by such failure and (b) provide the Indemnifying Party with the right to assume the exclusive defense and control of the Claim. When electing to defend, the Indemnifying Party shall have sole control over the defense and settlement of such claim; provided, however, that (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) the Indemnified Party shall provide all reasonable cooperation requested by the Indemnifying Party in order to properly defend the claim; and (iii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such claim unless the settlement is solely for monetary damages paid by the Indemnifying Party, provides a complete and unqualified irrevocable release in favor of the Indemnified Party and does not contain any admission or acknowledgement of liability or culpability with respect to the Indemnified Party.
12.4. Exclusive Remedy. This Section 12 (Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.
13. Proprietary Rights. You acknowledge that Xerox and its licensors own all right, title and interest in and to all intellectual property rights in the Service. Except for the limited right to access and use the Service provided in these Terms, You have no right to use any intellectual property of Xerox. Any rights not expressly granted herein are reserved by Xerox.
14. Feedback. You may, but are not obligated to, provide Xerox with ideas, recommendations, improvement or correction requests, comments suggestions or other feedback regarding the Product (“Feedback”). Both parties agree that all Feedback is and shall be given entirely voluntarily and, even if designated as confidential, shall not create any confidentiality obligation for Xerox. You agree that Xerox and its affiliates shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback as they see fit, including incorporating it in Xerox’s technologies, products, solutions, or services, without paying royalties and without any other obligations or restrictions of any kind. Without limiting the foregoing, if You provide any Feedback, you grant Xerox an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you.
15. Changes to Services. Xerox Workflow Central is a centralized web portal that provides access to a variety of document processing workflows that increase the usability of documents and images. You acknowledge that in order to provide improved customer experience we may make changes to the Services to add, update, modify or remove features and functionality of the Services. Xerox will provide at least forty-five (45) days notice prior to removing any document processing workflow.
16. Export Control. The Service is subject to export restrictions by the United States government and may be subject to import restrictions by certain foreign governments. You agree to use the Service only for purposes that are permitted by these Terms and in accordance with all applicable laws, regulations, and other legal requirements in the relevant jurisdictions. You agree to comply with all applicable export controls, including, but not limited to, the United States Department of Commerce's Export Administration Regulations and sanctions programs administered by the United States Treasury Department's Office of Foreign Assets Control. You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the Service or any content or results generated by use of the Service (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list (collectively, “Prohibited Persons”); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that (i) You are not located in, under the control of, or a national or resident of any such prohibited country and (ii) no User Data is controlled under the U.S. International Traffic in Arms Regulations or similar laws in other jurisdictions. You also certify that You are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. You agree not to use or provide the Service for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the United States government.
17. General Provisions
17.1. Publicity. Customer grants Xerox the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on Xerox ’s website and in other public or private communications with existing or potential Xerox customers, subject to Customer’s standard trademark usage guidelines as provided to Xerox from time-to-time. Xerox will promptly stop use of Customer’s company name and logo under this section upon your written request.
17.2. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
17.3. Waiver. Failure or delay of any party to exercise any right or remedy under the Terms or to require strict performance by another party of any provision of these Terms shall not be construed to be a waiver of any such right or remedy or any other right or remedy hereunder.
17.4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect consistent with the intent of the parties.
17.5. Assignment. The rights and obligations of the parties under these Terms are personal and may not be assigned or transferred by Customer without the prior written consent of Xerox which consent shall not be unreasonably withheld, except that Customer may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Customer’s assets or voting securities. Any attempt by Customer to assign or transfer its rights or delegate its obligations hereunder without such prior written consent shall be null and void.
17.6. Governing Law; Jurisdiction. These Terms will be governed and interpreted in accordance with the laws of the State of New York, USA, without regard to its conflict of laws principles. Any dispute arising from or relating in any way to the Product or these Terms will be brought exclusively in the Federal or State courts located in the State of New York and Customer irrevocably agree to submit to the jurisdiction of such courts.
17.7. Entire Agreement. These Terms, including the Privacy Statement (https://www.xerox.com/en-us/about/privacy-policy), constitute the entire agreement between Xerox and Customer in connection with the subject matter hereof, and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of these Terms, and any such document relating to these Terms will be for administrative purposes only and will have no legal effect.
17.8. Conflicts. In event of any conflict between the main body of these Terms and Our Policies, Our Policies will control with respect to their subject matter.
17.9. Interpretation. As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only. If any provision of these Terms is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.
17.10. Independent Contractors. The parties are independent contractors. These Terms will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party.
17.11US Government Restricted Rights. The Services and related software are 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 Services/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 Services/software was developed entirely at private expense and is commercial computer software. Use of the Services/software by the Government is further restricted in accordance with the terms and conditions of this Agreement.
18. Definitions.
“Affiliate” means an entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50 %) of the equity or beneficial interests of such party, or the right to vote for or appoint a majority of the board of directors or other governing body of such entity.
“Applicable Laws” means all applicable local, state, national, and international laws, regulations, treaties and conventions, including, without limitation, those related to data privacy and data transfer, data security, electronic communications, intellectual and proprietary rights, and the exportation of technical or Personal Data.
“Authorized Users” means any individual to whom Customer grants access to and use of the Services under the Customer Account in accordance with the terms of this Agreement.
"Personal Data" means personal data as that term or similar terms are defined by applicable privacy and data protection laws, including, without limitation, any information that could reasonably be used to identify living person, including but not limited to his or her name, address, e-mail address, payment card number, telephone number etc.
“Privacy Statement” means the Xerox privacy statement found here (https://www.xerox.com/en-us/about/privacy-policy) which is incorporated into and forms a part of these Terms.
“Credit” means a resource required to process a standard letter size or A4 size page in a document submitted to the Service.
"User Account Information" means your name, email address, account user ID, account password and any other information requested or generated as part of the registration process for a Xerox App Gallery user account.
“User Data” means any and all data, data files, Personal Data, content, documents, images or other materials that You submit to, retrieve from, generate, or otherwise process in connection with your use of the Service. As used herein “Submit” includes submitting, uploading, transmitting or otherwise making available data to the Service.
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 uses, provides access to, or is otherwise designed to work with cloud-based products and services offered by Xerox or third parties.
e. “Content” means any and all data, data files, personal data (as that term or similar terms are defined by applicable privacy and data protection laws), 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 Software.
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 to Workflow Central Services offered by Xerox. Access to and use of the Workflow Central Services requires maintaining an App Account and the acceptance of the Workflow Central Terms of Service at https://workflowcentral.services.xerox.com/terms. Terms for creating and maintaining an App Account are available at here.
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. For Software that uses cloud-based services, some features and functionality of the Software are provided using hosted middleware services controlled and maintained by Xerox or its subsidiaries, affiliates, subcontractors, or agents (“Middleware”). Cloud-based Apps that 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”) 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 the Middleware. The App Identifier for the Software; the serial number, device configuration and IP address of the Equipment on which the Software is installed; and transmission status and error messages may be stored by the Middleware and used to maintain and support Cloud-based Apps and to authenticate and validate access to and use of the Middleware and Hosted Services 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 will be transmitted to and temporarily stored on the Middleware during your session with the Hosted Services.
c. You shall be solely responsible for ensuring that you and your Authorized Users have the necessary rights, consents, and permissions under applicable privacy and data protection laws to submit to, retrieve from, generate, or otherwise process Content in connection with use of the Cloud-based Apps. You authorize Xerox and its subsidiaries, affiliates, subcontractors, and agents to use, process and transmit Content (1) in the manner contemplated by the documentation for the Software and this Agreement and (2) as necessary for detecting, preventing, and/or investigating security incidents or unlawful use of the Software, responding to any technical problems and/or your queries, and ensuring the proper operation of the Software. By using the Software 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 and obtained legally sufficient notice to and/or consent from your Authorized Users for Xerox and its partners to collect, transmit and process their Content, including without limitation, their personal data (as that term or similar terms are defined by applicable privacy and data protection laws), as described in this Agreement and the Software documentation. Personal data is collected, processed and protected by Xerox as described in the Xerox Privacy Statement at https://www.xerox.com/en-us/about/privacy-policy.
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 Software to email or transmit Content you acknowledge and agree that Content may be transmitted through Internet-based, third party computing resources, infrastructure and telecommunications networks that are not operated or controlled by Xerox (“Internet Resources”). You acknowledge that Internet Resources may be insecure and agree that Xerox is not liable for any changes to, interception of, or loss of Content while using Internet Resources. You may not use the Software: (i) to email or transmit any Content that is illegal, harmful, unwanted, inappropriate, objectionable, confirmed to be criminal misinformation, or otherwise poses a threat to the public (this prohibition includes, without limitation, use of the Software to send Content that are exploitive, abusive, or hate speech); (ii) in a manner that violates or attempts to violate any laws, statutes or regulations, including, without limitation, any applicable privacy and data protection laws; (iii) to engage in or encourage any activity that is illegal, deceptive, harmful, violating others' rights, or harmful to others; or (iv) to attempt to disrupt, disable, overload or otherwise interfere with the email services.
f. 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 Control. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that is on Title 15, Part 740 Supplement 1 Country Group E of the U.S. Code of Federal Regulations; and (ii) you and your Authorized Users are not listed on any U.S. Government list of prohibited or restricted parties. You may not use, export, re-export, import, sell, release, or transfer the Software except as authorized by United States law, the laws of the jurisdiction in which you obtained the Software, and any other applicable laws and regulations.
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.