End User License Agreement

SOFTWARE END-USER LICENSE AGREEMENT (“EULA”)
1.	WHEN USED IN THIS EULA “XEROX” MEANS XEROX CORPORATION.  “YOU” MEANS THE INDIVIDUAL OR LEGAL ENTITY ACQUIRING THE SOFTWARE.  PLEASE READ THIS EULA CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE LICENSED SOFTWARE.  BY DOWNLOADING, INSTALLING OR USING THE LICENSED SOFTWARE, YOU ARE AGREEING TO BE LEGALLY BOUND BY THE TERMS OF THIS EULA GOVERNING THE USE OF THE LICENSED SOFTWARE.  IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DOWNLOADING, INSTALLATION AND USE OF THE LICENSED SOFTWARE ARE STRICTLY PROHIBITED.
2.	Licensed Software.  This EULA applies to the following software products (as they are issued as of the date of this EULA) and any subsequent upgrades, supplements, add-ons and substitute releases thereof: Xerox Device Agent (“XDA”) and the XDA family of software products and CentreWare Web (“CWW”) and to any other software products provided with this EULA, each a “Licensed Software” or “Xerox Client Tool” (if you have a contract for print services with Xerox or a Xerox-authorized service provider).
3.	Xerox Tools.  The “Xerox Tools” are certain software-based components, documentation and methodology-based components, hosted by Xerox, and used to provide print services to customers.  No rights are granted to you with respect to the Xerox Tools.  Xerox Tools are Xerox Confidential Information and shall be protected until and unless such Xerox Confidential Information: (i) was in the public domain prior to, at the time of, or subsequent to the date of disclosure through no fault of you; (ii) was rightfully in your possession or the possession of any third party free of any obligation of confidentiality; or (iii) was developed by you, your employees or agents independent of and without reference to any of Xerox’s Confidential Information.  This obligation survives termination of this EULA.  The Licensed Software interacts with the Xerox Tools as set forth in Paragraph 5 below.
4.	License Grant.  Xerox grants You a non-exclusive, non-transferable license to install the Licensed Software on a host computer or server and to use the Licensed Software provided to you 
(a) if you have a contract for print services with Xerox or a Xerox-authorized service provider (“Contract”), to use the Licensed Software during the term of the Contract; or 
(b) if you downloaded the Licensed Software from an authorized Xerox website, to use the Licensed Software in accordance with the terms set forth on the authorized Xerox website or the accompanying user manual or documentation.  
If the Licensed Software includes software developed by a third party, such third party shall be considered a third party beneficiary of Your obligations under this EULA.  The readme and notice files may include third party flow down terms and conditions which are a part of this EULA.  This EULA incorporates by reference, and makes a part hereof, any readme or notice files accompanying the Licensed Software.  Title to the Licensed Software and all copies shall at all times reside exclusively with Xerox and/or its licensor(s). 
5.	Data Collection and Use.  When the Licensed Software is installed on your network, it automatically collects data from all of the Xerox and non-Xerox print output and multi-function devices that appear on your network or are locally connected to another device on your network, if so configured (“Data”).  If the Licensed Software is downloaded by you to a laptop or desktop computer, the Licensed Software will additionally collect product registration information, including customer supplied name and customer supplied site name.  The Data is transmitted by the Licensed Software to a remotely hosted server that hosts the Xerox Tools.  Data may include, but is not limited to, product registration, meter read, supply level, device configuration and settings, software version, usage data and problem/fault code data.  The automatic data transmission capability will not allow Xerox to read, view or download the content of any of your documents residing on or passing through the devices or your information management systems, nor will it collect user name or user job specific data.  Your Data may be transmitted, stored and processed in the United States or any other country in which Xerox, its affiliated companies, authorized channel partners or subcontractors maintain facilities.  You agree that Data may be collected and used by Xerox, its affiliated companies, authorized channel partners and subcontractors for billing associated with account charges incurred, report generation, supplies replenishment, support services, new sales opportunities, ongoing and future site optimization and product improvement purposes.  Data will be protected by Xerox as your confidential information, however Xerox is under no obligation to retain any such Data.  You agree that Xerox may disclose Data to its affiliated companies, authorized channel partners, and subcontractors to facilitate the use described above and who have agreed to protect the confidentiality of Your Data as set forth above.
6.	Restrictions.  Except as expressly stated herein, you have no rights to the Licensed Software.  For example, you may not create derivative works of the Licensed Software, or attempt to decompile, disassemble or reverse-engineer the Licensed Software except as expressly permitted by governing law, and you may not rent, lease, resell, sublicense, loan, or distribute the Licensed Software by any medium.  You may not copy the Licensed Software, except that you may retain one copy of the Licensed Software for backup purposes only. Such backup copy must include and retain all confidential, proprietary, patent, copyright and/or trademark notices contained on the original.  
7.	Termination.  This EULA and the license granted hereunder may be terminated by Xerox without notice if you materially breach any of the terms or conditions herein.
8.	DISCLAIMER OF WARRANTY.  YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED 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 LICENSED SOFTWARE WILL MEET YOUR PARTICULAR REQUIREMENTS, THAT IT WILL OPERATE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE LICENSED SOFTWARE CAN OR WILL BE CORRECTED.  ALL WARRANTIES AND REPRESENTATIONS MADE BY PERSONS OTHER THAN XEROX, INCLUDING, BUT NOT LIMITED TO, YOUR AUTHORIZED SERVICE PROVIDER, DISTRIBUTORS, DEALERS, CONCESSIONAIRES AND OTHER RESELLERS OF XEROX, ARE ALSO DISCLAIMED.  THE WARRANTY DISCLAIMERS SET FORTH HEREIN MAY NOT APPLY IN CERTAIN JURISDICTIONS, IN WHICH CASE THE WARRANTEES HEREUNDER SHALL BE THE MINIMUM REQUIRED BY LAW.
9.	LIMITATION OF LIABILITY.  IN NO EVENT WILL XEROX OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING 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 EULA. IN ADDITION, XEROX'S LIABILITY TO YOU FOR DIRECT DAMAGES WILL IN NO EVENT EXCEED THE GREATER OF $50.00 OR THE PURCHASE PRICE YOU PAID FOR THE LICENSED SOFTWARE, IF ANY.  THE LIMITATIONS OF LIABILITY SET FORTH HEREIN MAY NOT APPLY IN CERTAIN JURISDICTIONS, IN WHICH CASE XEROX’ AND ITS LICENSORS’ LIABILITY HEREUNDER SHALL BE THE MINIMUM REQUIRED BY LAW.
10.	U.S. Government Restricted Rights.  If You are an organization of the United States government, the Licensed 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 Licensed 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. 
11.	Export Controls.  You agree not to use, export or re-export the Licensed Software except as authorized by law, including the export regulations of the United States.
12.	Severability.  If any provision of this EULA is held invalid by any law, rule, order or regulation of any government, or by the final determination of any court of competent jurisdiction, such invalidity will not affect the enforceability of any other provisions not held to be invalid.
13.	Controlling Law.  This EULA shall be interpreted and governed according to the laws of the State of New York without reference to the conflict of laws provisions thereof.  You agree to resolve any disputes arising from or relating to this Agreement in a court of competent jurisdiction located in the State of New York, Monroe County, and agree to submit yourself to the personal jurisdiction of such courts.
If the Software is licensed to you in Brazil, this EULA shall be governed by the laws of Brazil.  Any disputes arising out of this EULA shall be decided in the Central Forum of Rio de Janeiro City, Rio de Janeiro State, with the exclusion of any other, no matter how privileged it may be. 
14. 	Entire Agreement.  This EULA constitutes the entire agreement of the parties as to the subject matter thereof, and supersedes any and all prior oral and written understandings and agreements as to that subject matter.  The pre-printed terms and conditions contained in any purchase order or other ordering document submitted with respect to the Licensed Software shall have no binding effect on Xerox and will not modify this EULA in any way.  This EULA shall only be modified by written agreement executed by authorized representatives of the parties.  Notwithstanding the foregoing, in the event the Licensed Software is provided under a Contract, the Limitation of Liability provision of the Contract shall take precedence.
Supported platforms

Windows 10
Windows 10 x64
Windows Server 2016
Windows Server 2016 x64
Windows Server 2012 x64
Windows Server 2012 R2 x64
Windows Server 2008 R2 x64
Supported languages

German
English (N. America)
Spanish
French
Italian
Portuguese
Supported products

CentreWare Web
CentreWare Web

Xerox CentreWare Web (CWW) v6.5.19

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End User License Agreement

Supported platforms

Supported languages

Supported products

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