Xerox Workplace Kiosk EULA

This Xerox Workplace Kiosk Eula and Terms of Service Agreement governs rights and responsibilities when accessing and using the Xerox Workplace Kiosk App and related Services.

Prior to using the Xerox Workplace Kiosk App, you must configure the Kiosk device through the Xerox Kiosk Portal. Access to the Xerox Workplace Kiosk Portal requires a Workplace Kiosk Portal account. Part A of this agreement sets forth the rights and responsibilities when establishing a user account and accessing and using the Xerox Workplace Kiosk Portal. Part B of this agreement sets forth the terms and conditions for the installation and use of the Workplace Kiosk App.

PART A – Xerox Workplace Kiosk

Welcome to Xerox Workplace Kiosk Portal. These Terms of Service (these “Terms”) govern Your rights and responsibilities when accessing and using the Xerox Workplace Kiosk Portal and the services made available by Xerox Corporation and/or its direct and indirect subsidiary companies (“Xerox”) through the Xerox Workplace Kiosk Portal (collectively the “Services”).

PLEASE READ THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (“You”) AND XEROX (“Xerox”, “we”, “us”, or “our”). IF YOU DO NOT AGREE TO BE BOUND TO THESE TERMS, YOU SHOULD NOT ACCEPT THESE TERMS, CREATE AN ACCOUNT, OR USE THE SERVICE IN ANY MANNER. BY CREATING AN ACCOUNT OR ACCESSING OR USING THE SERVICE YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND OUR PRIVACY STATEMENT.

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.

We may update these Terms from time to time. If we make a material change to the Terms, we will provide You with reasonable notice prior to the date the material change takes effect; provided however, we may not be able to provide prior notice of material updates to these Terms due to changes in laws, regulations, treaties and conventions. Notice of changes will be made either by a message or notice displayed when accessing the Services, sending an email to the email address associated with Your Account, and/or by other means. You can review the most current version of these Terms at any time by visiting the Terms of Service link found at the bottom of the Workplace Kiosk Portal logon page at https://printkiosk.portal.xerox.com. Your 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.

These Terms, and any attachments, set forth the terms and conditions governing the creation and maintenance of a Portal Account and accessing, managing, and using the Services. Capitalized terms used in these Terms which are not defined contextually within these terms have the meanings set forth in Section 18.

1. Workplace Kiosk Portal. The Xerox Workplace Kiosk Portal is the platform from which users configure and manage their Xerox Workplace Kiosk solution. You must establish and maintain a Portal Account on the Xerox Workplace Kiosk Portal to install configure, manage, and use Your Xerox Workplace Kiosk solution. Use of the Workplace Kiosk solution also requires registration and account creation with our third-party payment processor Stripe as further set forth in Section 3.

2. Portal Account.

2.1. You must establish and maintain Workplace Kiosk Portal account (a “Portal Account”) to access and use Workplace Kiosk Portal. You will receive an invitation from Xerox to register Your Portal Account. There are two types of Portal Accounts: (a) Customer Accounts for Kiosk owners acquiring the Workplace Kiosk software and subscription and (b) Host Customer Accounts for those who have entered into an agreement with a Workplace Kiosk owner to host and/or manage a Workplace Kiosk under a revenue share model. More details of the roles of Customers and Host Customers can be found in the documentation for the Workplace Kiosk available on Xerox.com.

2.2. To establish a Portal Account You will be asked to provide Your name, email address, and other contact information (collectively the “Account Information”). Any Personal Data collected by Xerox as part of the account creation is collected, processed, and protected by Xerox as described in the Xerox Privacy Statement at https://www.xerox.com/en-us/about/privacy-policy, which You hereby acknowledge You agree to provide and maintain accurate and true Account Information at all times that You maintain Your Portal Account. If you create a Customer Account (i) using an email domain of Your employer or other organization or legal entity with which you are associated or (ii) on behalf of an organization or legal entity (each an “Acquiring Organization”), You agree that the Acquiring Organization is the owner of the Customer Account, and You represent and warrant that You are acting as an agent of the Acquiring Organization with the authority to Create the Customer Account and accept these Terms on behalf of the Acquiring Organization.

2.3. You are responsible for maintaining the confidentiality and security of Your Portal Account and access credentials (account user ID and password), and for all activities resulting from the access to and/or use of the Service via Your Portal Account. Xerox is not responsible for any losses arising from the unauthorized use of Your Portal Account. You agree to promptly notify Xerox if You become aware of any unauthorized use of Your Portal Account or suspect that Your access credentials have been compromised. You agree to cooperate with Xerox's reasonable investigation of any suspected breach of these Terms associated with Your Portal Account.

2.4. 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 notices, disclosures, and other communications from Xerox under these Terms 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.

3. Stripe Account.

3.1. Use of the Services requires a Stripe Connect Account connected to Xerox’s Stripe Connect Platform account for Workplace Kiosk. If you have a Stripe account you may connect it Xerox’s Connect Platform. If you do not have a Stripe account, or would like to create a separate Connected Account, You must apply for and obtain a Stripe Connected Account. Xerox will provide a link to apply for a Stripe Connect Account to the email address associated with Your Portal Account. Acquisition and use of a Stripe Connected Account is subject to the policies, eligibility requirements, and terms and conditions determined by Stripe. Such the policies, eligibility requirements, and terms and conditions governing the access and use of a Stripe Connected Account are solely between You and Stripe. Creation of a Portal Account does not guarantee that You will be approved for or receive a Stripe account and Xerox makes no representations or warranties regarding Stripe accounts or services.

3.2. You consent to connect your Stripe Connected Account to Xerox’s Stripe Platform Account, and to communicate the Connected Account Data to Stripe, for the purposes of operation and management of Workplace Kiosk solution and delivery of pay-for services including but not limited to print, copy, scan and fax. Xerox will only use your Stripe Connect Account and Connected Account Data consistent with Xerox’s Stripe Connect Platform Agreement for tasks such as the provisioning and management of Kiosks, transaction reporting, revenue share management (where applicable) and refund management, through the Xerox Kiosk Portal. Where your role is the Kiosk Owner, your Stripe Standard Connect Account will be used to receive information about transactions and to receive the transactional revenue for the pay-for services. Where your role is the Host Customer in the revenue share model, your Stripe Express Connect Account will be used to receive your monthly share of Kiosk transactional revenue (net of Sales or Value Added Tax) as agreed with the Kiosk Owner. Processing transactions, refunds and transferring revenue are subject to Stripe’s standard fees, Xerox does not charge any additional transaction fees to Your Connected Account. Personal Data that is shared with Stripe via the Connected Account or otherwise collected by Stipe is collected, processed and protected by Stripe as described in the Stripe Privacy Statement at https://stripe.com/privacy (United States) and https://stripe.com/en-gb/privacy (United Kingdom).

3.3. If You are a Kiosk Owner, failure to create and maintain a Stripe Connected Account with Xerox’s Connect Platform will result in the inability to access and use the Kiosk Services. Where your role is the Host Customer failure to create and maintain a Stripe Express Connect Account will result in the inability to receive any revenue share from the Kiosk Owner.

4. License and Scope of Service

4.1. Subject to these Terms and You maintaining Your Portal 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.

4.2. 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).

5. Security and Data Privacy.

5.1. Xerox may request and/or collect Personal Data in connection with the creation and maintenance of Your User Account and Your use of the Services. Any such Personal Data requested and/or collected by Xerox is collected, processed, and protected by Xerox as described in the Xerox Privacy Statement at https://www.xerox.com/en-us/about/privacy-policy, which You hereby acknowledge.

5.2. 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. 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.

5.3. 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.

6. User Data.

6.1. 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.

6.2. 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 these Terms 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 as the source to any third party (excluding Xerox's Affiliates and subprocessors) as the source of any User Data.

6.3. 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.

7. Confidentiality.

7.1. 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.

7.2. 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.

7.3. 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 these Terms, 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.

8. Service Usage, Pricing and Fees.

8.1. Workplace Kiosk Service Fees. The Workplace Kiosk Service is offered on a subscription basis with subscriptions acquired from Xerox or Xerox authorized resellers and fulfilled through Xerox App Gallery. The transaction fees and fee structure for Activity and Transactions under a Kiosk Owner’s Stripe Connected Account are set by Stripe and governed by the Stripe Connected Account agreement between Stripe and the Kiosk Owner. The transaction fees and fee structure for payouts between a Kiosk Owner and Host Customer are set by Stripe and governed by the Stripe Connected Account agreements between Stripe and the Kiosk Owner and the Host Customer.

8.2. End User Fees, Taxes.

a. The Kiosk Owner is responsible for setting and maintaining end user pricing charged to Kiosk users for the paid-for services. Paid-for services are priced on a per page consumption basis, with an additional Session Fee applied to each end user billable session. All paid-for services are processed as a transaction through Stripe, and as Kiosk Owner may incur a minimum fee and minimum transaction amount from Stripe for each end-user transaction it is important to fully understand the Stripe fees when setting the pricing charged to end-users.

b. The Kiosk Owner is solely responsible for determining whether any taxes (e.g., sales tax, VAT where applicable) must be collected on Kiosk transactions and, if so, the amount of the tax. The Kiosk Owner is further responsible for collecting all applicable taxes for transactions associated with the paid-for services at the location in which the Workplace Kiosk is located and remitting such applicable taxes to the appropriate entities. Stripe will apply the tax amount identified by the Kiosk Owner in the Workplace Kiosk Portal and add that amount to the paid-for service fees as part of payment transaction processing. The Kiosk Owner acknowledges and agrees that failure to collect, report, and/or remit taxes to the appropriate tax authorities may subject the Kiosk Owner to civil, criminal, or governmental fines and penalties and that neither Xerox nor Stripe shall have any liability for the Kiosk Owner’s failure to determine or set the appropriate tax in the Kiosk Portal or to collect, report, and/or remit taxes to the appropriate tax authorities.

c. The Kiosk Owner is responsible for implementing a refund process for end user disputes. The Kiosk Owner, in the case where the Kiosk Owner is a Xerox approved Partner, may at their discretion, enable a Host Customer to execute refunds via the Xerox Kiosk Portal.

8.3. Revenue Sharing. The Service supports implementation of a revenue share model between the Kiosk Owner and a Host Customer to enable a Kiosk Owner to share a portion of the Kiosk transaction revenue with a Host Customer that agrees to host and/or manage a Kiosk installed at location owned or operated by the Host Customer. However, the relationship between Kiosk Owner and Host Customer, including any obligations of the Kiosk Owner and Host Customer and the share of revenue to be paid to a Host Customer, are governed by agreement(s) entered into between the Kiosk Owner and Host Customer independent of these Terms.

9. FAX Services. Internet Fax services is an optional feature that a Kiosk Owner can offer as a paid-for service on the Xerox Workplace Kiosk. Fax services are delivered using a third-party service from OpenText. If a Kiosk Owner elects to offer fax services to the end-user customer of the Kiosk, the Kiosk Owner must open and fund the OpenText XM Fax account at OpenText’s website. The terms and conditions associated with opening and maintaining an OpenText Fax service are solely between the Kiosk Owner and OpenText. The Kiosk owner is responsible for associating an OpenText XM Fax account with a Kiosk using the Xerox Kiosk Portal and for funding the account with sufficient fax credits to support the Fax paid-for service.

10. Term and Termination.

10.1. 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 10. 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.

10.2. Termination for Cause. Xerox may terminate these Terms and/or deactivate or suspend access to Your Portal Account or access to the Service from Your Portal 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.

10.3. Effect of Termination. You acknowledge that termination or suspension of Your Portal Account for any reason will result in termination of Your ability to access the Workplace Kiosk Portal. In addition, in the event that the Portal Account for a Kiosk owner (i.e., a Customer Account) is terminated or suspended for any reason, access to and use of the Kiosk Service will also be terminated or suspended during the period access to Your Portal Account is suspended. If You terminate the Customer Account for cause pursuant to Section 10.2, Xerox will refund a pro rata portion of the Kiosk subscription fee corresponding to the remaining subscription term as of the effective date of termination. Termination of the Customer Account for any other reason will result in loss of the use of the Kiosk and any subscription fees paid.

10.4. Other Termination. If You are a Kiosk Owner, maintaining a Stripe Connected Account with Xerox’s Connect Platform is required to access and use the Kiosk Services. If Your Stripe Connected Account is terminated or suspended for any reason, access to and use of the Kiosk Services by You and Your end users will also be terminated or suspended.

10.5. Except as expressly set out in this Section 10, Xerox shall have no liability or obligation to You due to the termination or expiration of the Service.

10.6. The following provisions will survive any termination or expiration of these Terms: Sections 2, 3, 5-7, 10, 11, 12, 14, and 16.

11. Warranty and Disclaimer.

11.1. 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.

11.2. 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.

11.3. Xerox does not represent or warrant that access to or the availability of the Services or Your Portal Account will be uninterrupted, completely secure, or free of delays or disruption of network transmissions. You acknowledge that there are risks inherent in Internet connectivity that could result interruption of the Services. Without limiting the foregoing, Xerox shall have no liability to You resulting from any loss, temporary unavailability, or inability to access the Services.

11.4. THE SERVICE IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED ELSEWHERE IN THIS SCHEDULE ONE, XEROX (I) MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE AND (II) EXPRESSLY DISCLAIMS 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.

12. Limitation of Liability.

12.1. 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.

12.2. 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 FOR THE SERVICES 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.

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. You acknowledge that Xerox may update or modify the Xerox Workplace Kiosk Services (i) to maintain or enhance the features, functionality, or performance of the Services, (ii) as required to communicate with Third-Party Services, or (iii) to comply with applicable law. 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 use reasonable efforts to provide at least forty-five (45) days’ notice prior to removing any Print, Copy or Scan Services.

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 these Terms 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 these Terms 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 You without the prior written consent of Xerox which consent shall not be unreasonably withheld, except that You may assign these Terms in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Your assets or voting securities. Any attempt to assign or transfer Your 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 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. 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.

17.9. 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.

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.

“Connected Account Data” means data about you collected by Stripe or included in Your Account Information, Activity on your Stripe Connected Account and your Transactions (as those terms are defined in Stripe’s Connected Account Agreement and Service Agreement), Stripe account ID, Transaction ID, Last 4 numbers of the credit/debit card and card type for a transaction (placed on the receipt), and the end-user pricing and revenue share information configured in Your Portal Account as set forth in Section 8.

“Host Customer” means the entity that agrees to host and/or manage a Kiosk for the Kiosk Owner for a share of the Kiosk’s transactional revenue under a revenue share model.

“Kiosk Owner” means the entity that is responsible for the Kiosk, receiving transactional revenue associated with the use of paid-for services by end users, sett paid-for service pricing, and is responsible for collecting and remitting sales tax for the Kiosk.

"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 relates to an identified or identifiable individual, and can include information about how you engage with our Services (e.g. device information, IP address) and 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 available at https://www.xerox.com/en-us/about/privacy-policy which is incorporated into and forms a part of these Terms.

“User Data” means any Your Account Information and Connected Account Data.

PART B - SOFTWARE SPECIFIC TERMS.

THE TERMS OF THIS PART B APPLY TO YOUR ACQUISITION AND USE OF THE WORKPLACE KIOSK APP

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 to the Xerox^® Workplace Kiosk App service. Use of the Workplace Kiosk App service may require additional fees. In addition to, and without limiting, the terms of Section 6, you acknowledge and agree that your use of the Workplace Kiosk app service requires registration with and creation of an account on the Xerox Workplace Kiosk Portal is further subject to the Terms of Service for the Xerox Workplace Kiosk Portal.

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; 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 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 (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.

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.

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 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.