End User License Agreement

IMPORTANT PLEASE READ CAREFULLY BEFORE USING THIS SOFTWARE PRODUCT:  THIS SOFTWARE LICENSE AGREEMENT (“Agreement”) CONTAINS THE LICENSE TERMS AND CONDITIONS FOR THE XEROX PRINT DRIVER SOFTWARE AND RELATED DOCUMENTATION (Collectively “Software”).  

IF YOU DOWNLOAD, INSTALL OR USE THE SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY THE FOLLOWING TERMS AND CONDITIONS.  IF YOU DO NOT ACCEPT THESE LICENSE TERMS YOU MAY NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE AND YOU MUST DELETE ANY SOFTWARE FILES ACCESSED BY YOU OR A THIRD PARTY ON YOUR BEHALF FROM ANY AND ALL COMPUTER MEMORY INTO WHICH SUCH SOFTWARE HAS BEEN LOADED OR STORED.  

When used in this agreement the term "Xerox" shall mean Xerox Corporation, its operating companies, subsidiaries and affiliates.

If you are installing the Software on behalf of the end user you must agree that you are acting as an agent of the end user customer before proceeding.  As agent for the end user you hereby agree that you have either; 1) read and agree to the terms of this Agreement as authorized by the end user, or 2) you have made the end user aware of the license terms and the end user has explicitly accepted them. 

1.  LICENSE GRANT.  Xerox grants to you a non-exclusive, non-transferable license to use the Software on a single item of equipment.  You have no other rights to the Software and may not: (1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer Software; (2) activate Software delivered in an inactivated state; or (3) allow others to engage in same.  You may make archival or back-up copies of the Software, provided each copy contains all of the copyright and other proprietary notices contained on the original Software and such copies and is used only for back-up purposes.  Title to, and all intellectual property rights in, Software will reside solely with Xerox and/or its licensors (who will be considered third-party beneficiaries of this Agreement with rights of enforcement.  

2.  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 “ReadMe” file accessible with the Software as a download or 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 (such as the GNU General Public License), the “ReadMe” file contains the source code or provides instructions where a copy of such source code can be obtained. 

3.  WARRANTY AND DISCLAIMER.  
a.	Xerox warrants and represents that the software media on which the Software is delivered to you by Xerox will be free from material defects for a period of forty-five (45) days from the date it is delivered to you by Xerox.  Xerox’ sole obligation under the warranty stated herein shall be, at its election and discretion, (a) to replace the media with new media which complies with such warranty or (b) provide an alternate delivery method for the Software.  
b.	Except as expressly provided above, the Software is supplied on an “AS IS” basis without warranty of any kind.  NEITHER XEROX NOR ITS LICENSORS WARRANT THAT THE SOFTWARE WILL BE FREE FROM ERRORS OR THAT ITS OPERATION WILL BE UNINTERRUPTED.  TTHE LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  ALL WARRANTIES AND REPRESENTATIONS MADE BY PERSONS OTHER THAN XEROX, INCLUDING BUT NOT LIMITED TO DISTRIBUTORS, DEALERS AND OTHER RESELLERS OF XEROX, ARE ALSO DISCLAIMED.
c.	Software may contain, or be modified to contain, computer code capable of automatically disabling proper operation or functioning of Software and/or the system upon which it is installed.  Such disabling code may be activated (a) if Xerox is denied access to the Software and/or the system as provided herein, (b) you otherwise breach any term of this Agreement, or (c) such license is terminated or expires.  

4.  INDEMNIFICATION.  Xerox will pay any settlement agreed to by Xerox or any final judgment for, any claim that Software infringes a third party’s valid United States patent or copyright, provided that you promptly notify Xerox in writing of any alleged infringement, allow Xerox to direct the defense, and fully cooperate with Xerox.  Xerox is not responsible for any non-Xerox litigation expenses or settlements unless Xerox agrees to them in writing.  To avoid infringement, even if not alleged, Xerox may, at its option, and at no charge to you, either obtain a license, provide a replacement for the Software or remove or request that you remove the Software.  Xerox’ obligations under this section are further conditioned on you immediately removing and ceasing use of the Software in the event that Xerox requests that you remove the Software and/or provides a replacement.  Xerox will not be liable for any infringement-related liability outside the scope of this section, including, without limitation, infringement based upon the Software being modified to your specifications or due to the Software being used in combination with equipment, software or supplies not provided by Xerox. 

5.  LIMITATION OF LIABILITY.  Notwithstanding any damages that you might incur, the entire liability of Xerox and its licensors under this Agreement and your exclusive remedy will be limited to the greater of the amount actually paid by you for the Software or U.S. $10.00.  IN NO EVENT WILL XEROX OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCUDING BUT NOT LIMITED TO DAMAGES RELATED TO DATA LOSS, LOST PROFITS OR BUSINESS INTERRUPTION) IN ANY WAY ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF XEROX OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE ABOVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE..  THE LIMITATIONS OF LIABILITY SET FORTH HEREIN MAY NOT APPLY IN CERTAIN JURISDICTIONS AND THUS MAY NOT APPLY TO YOU; IN SUCH CASES, XEROX' AND ITS LICENSORS' LIABILITY HEREUNDER SHALL BE THE MINIMUM REQUIRED BY LAW.

6.  TERMINATION.  Xerox may terminate your license for the Software (i) immediately if you no longer use or possess the equipment with which the Software was provided or are a lessor of the equipment with which the Software was provided and your first lessee no longer uses or possesses it, (ii) upon the termination of any agreement under which you have rented or leased the equipment with which the Software was provided, or (iii) immediately in the event of a breach by you.  If terminated as provided above, you shall return to Xerox all copies of the Software, and remove same from all equipment into which such Software may have been loaded by you.

7.  The Software is provided with Restricted Rights.  You agree to meet all requirements necessary to ensure that the Federal Government will honor such rights.  Disclosure, use or reproduction of the Software and accompanying documentation are subject to restrictions set forth in the Commercial Computer-Restricted Rights clause at Federal Acquisition Regulation 52.227-19, when applicable, or in the Department of Defense Federal Acquisition Regulations Supplement 252.227-7013.

8.  SEVERABLILITY.  If any provision of this Agreement is held invalid by any law, rule, order or regulation of any government, or by the final determination of any state or federal court, such invalidity will not affect the enforceability of any other provisions not held to be invalid. In the event any provision hereof is declared by competent authority to be invalid, illegal or unenforceable under any applicable law, to the extent permissible under applicable law, any such invalid, illegal or unenforceable provision shall be deemed amended lawfully to conform to the intent of the Parties.

9.  NO WAIVER.  Any delay or omission by either party to exercise any right or remedy under this Agreement will not be construed to be a waiver of any such right or remedy or any other right or remedy.  All of the rights of either party under this Agreement will be cumulative and may be exercised separately or concurrently. 

10.  GOVERNING LAW.  This Agreement shall be construed in accordance with the laws of the State of New York, without regard to its choice of laws provisions, and disputes shall be adjudicated or otherwise decided in the forums therefor located in the State of New York.  The United Nation Convention on Contracts for International Sales of Goods shall not apply to this Agreement.  

11.  EXPORT.  You will not export or reexport the Software without appropriate United States or foreign government licenses or for any purpose prohibited by any applicable export control laws.

12.  ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement between the parties in connection with the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties.  No amendment to or modification of this Agreement will be binding unless it is in writing and signed by a duly authorized representative of each of the parties.

Remote Services / Remote Data Collection.  Equipment may be supported and serviced using data that is automatically collected by Xerox from Equipment via electronic transmission from the Equipment to a secure off-site location.  This data is used by Xerox or a designated servicer to support and service the Equipment, or for Xerox billing, supplies replenishment or product improvement purposes.  Examples of automatically transmitted data include product registration, meter read, supply level, Equipment configuration and settings, software version, and problem/fault code data.  All such data will be transmitted in a secure manner specified by Xerox.  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 Equipment or any or your information management systems.  For information on disabling this feature, visit xerox.com.