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+ LICENSE AGREEMENT AND WARRANTY FOR THE ENCLOSED SOFTWARE AND RELATED DOCUMENTATION
+
+
+YOUR LICENSE AGREEMENT - READ BEFORE INSTALLING SOFTWARE
+IMPORTANT:
+THIS AGREEMENT CONTAINS THE LICENSE TERMS AND CONDITIONS FOR LICENSED SOFTWARE AND RELATED DOCUMENTATION. INSTALLING THE SOFTWARE PACKAGE YOURSELF
+OR THROUGH A THIRD PARTY SIGNIFIES YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST PROMPTLY RETURN THE SOFTWARE
+PACKAGE AND 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 WORD "XEROX" SHALL MEAN XEROX CORPORATION, ITS OPERATING COMPANY SUBSIDIARY OR AFFILIATE
+FROM WHICH YOU OBTAINED THE XEROX PRODUCT WITH WHICH THE SOFTWARE IS TO BE USED (the "Equipment"), UNLESS YOU OBTAINED THE EQUIPMENT FROM AN
+AUTHORIZED DEALER, AGENT, CONCESSIONAIRE OR DISTRIBUTOR, IN WHICH CASE "XEROX" SHALL MEAN XEROX CORPORATION, ITS OPERATING COMPANY, SUBSIDIARY OR
+AFFILIATE FROM WHICH THE ENTITY THAT SOLD YOU THE EQUIPMENT ACQUIRED IT.
+IF YOU ARE INSTALLING THE SOFTWARE ON BEHALF OF THE EQUIPMENT 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 AGREED TO THE SOFTWARE LICENSE TERMS 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.
+GRANT OF LICENSE
+Subject to compliance with the terms of the agreement(s) pursuant to which you purchased or otherwise obtained rights to the Equipment, Xerox
+hereby grants you a non-exclusive, non-transferable license to use the software and related documentation ("Software") enclosed in this package
+with the Equipment, including use of any on networked workstation or server for your internal purposes only, for as long as you are current in the
+payment of any indicated software license fees (including any annual renewal or maintenance fees) on the following terms and conditions.
+2.
+USE
+You may install the Software on the Equipment or if applicable, on equipment for use only in conjunction with the Equipment. When networked, other
+users on the network may access and use the Software in conjunction with the Equipment.
+3.
+OWNERSHIP, COPYING, MODIFICATION AND CONFIDENTIALITY
+3. 1 Xerox owns or is otherwise entitled to grant a license in the Software as set forth herein.
+3. 2 No title to or ownership of the Software or any proprietary right therein is transferred to you.
+3. 3 You may, subject to Section 3.4 below, make one copy of the Software in whole or in part only for that purpose expressly permitted in
+Section 2 above and for back-up. Such permitted copy shall include in readable format any copyright and other proprietary notices contained on the
+original Software.
+3. 4 You may copy the related documentation for use only in conjunction with the Equipment.
+3. 5 You may not distribute, alter, create derivatives of, or modify nor cause or allow others to alter or modify the Software.
+3. 6 You agree not to provide or otherwise make available the Software to anyone other than your employees and agents directly concerned with
+the licensed use of the Software.
+3. 7 The Software is protected by copyright and other proprietary rights of Xerox and/or a third party. You may be held directly responsible by
+such third party for an infringement of such rights by you.
+3. 8 You agree not to (1) copy except as allowed in Section 3.3, reverse engineer, decompile or disassemble the Software for any purpose
+whatsoever; (2) activate any software delivered with or within the Equipment in an unactivated state; or, (3) allow others to engage in same,
+except to the extent permitted by law.
+3. 9 Software may contain, or be modified to contain, computer code capable of automatically disabling proper operation or functioning of the
+Equipment. Such disabling code may be activated if: (a) Xerox is denied reasonable access to the Software to periodically reset such code; (b) you
+are notified of a default under any term of this Agreement; or, (c) your license is terminated or expires.
+3. 10 You agree not to export or re-export the Software in any form without, in the case of a customer in the United States, first obtaining all
+United States government licenses, and in the case of a customer outside of the United States, all relevant foreign government licenses, required
+by law, and then only upon the export of the Equipment.
+4.
+TRANSFER OF LICENSED SOFTWARE
+If you transfer possession of the Equipment, Xerox will offer the transferee a license to use the Software on or with it, subject to Xerox' then
+applicable terms and license fees, if any, and provided the transfer is not in violation of Xerox' rights.
+5.
+DIAGNOSTIC SOFTWARE
+Software used to maintain the Equipment and/or diagnose its failures or substandard performance (collectively Diagnostic Software) may be embedded
+in, reside on, or may be loaded onto the Equipment. The Diagnostic Software and method of entry or access to it constitute valuable trade secrets
+of Xerox. Title to the Diagnostic Software shall at all times remain solely with Xerox and/or Xerox's licensors. You agree that (a) your
+acquisition of the Equipment does not grant you a license or right to use the Diagnostic Software in any manner, and (b) that unless separately
+licensed by Xerox to do so, you will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose for allow third parties to
+do so). You agree at all times (including subsequent to the expiration of this Agreement) to allow Xerox to access, monitor, and otherwise take
+steps to prevent unauthorized use or reproduction of the Diagnostic Software.
+6.
+LIMITED WARRANTY
+6. 1 Xerox warrants that the Software shall substantially conform to Xerox' User Manual or other Xerox documentation supplied at delivery to the
+original Customer. Xerox does not warrant that the operation of the Software will be uninterrupted or error free, or that it will meet your needs.
+6. 2 In the event the Software does not conform to the limited warranty contained in Section 6.1 above, your exclusive remedy is to notify Xerox
+within ninety(90) days of the date of delivery, and Xerox' or its supplier's sole obligation shall be to use all reasonable efforts to provide a
+work-around which avoids the nonconformity or to provide you with Software which does substantially conform to the Xerox User Manual or other Xerox
+supplied documentation.
+6. 3 XEROX GRANTS NO OTHER WARRANTIES ON THE "SOFTWARE", EXPRESS OR IMPLIED, WHETHER CREATED BY STATUTE OR OTHERWISE, INCLUDING WITHOUT
+LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. XEROX FURTHER DISCLAIMS ANY WARRANTIES
+OR REPRESENTATIONS MADE BY PERSONS OTHER THAN XEROX (INCLUDING, BUT NOT LIMITED TO, XEROX SOFTWARE DEALERS, AGENTS, CONCESSIONAIRES OR
+DISTRIBUTORS).
+6. 4 The express warranties set forth above shall be void if you fail to properly use the Software in the appropriate environment as specified
+in the Xerox supplied documentation or if the Software is modified or altered in any fashion.
+7.
+PATENT AND COPYRIGHT INDEMNIFICATION
+Xerox will defend and indemnify you if the Software is alleged to infringe, in the United States, any patent, trade secret, or copyright, if you
+promptly notify Xerox in writing of any alleged infringement, allow Xerox to direct the defense of such claim, and cooperate with Xerox. All
+notices should be sent to the Xerox Office of General Counsel, P.O. Box 1600, Stamford, Connecticut 06904. Xerox is not responsible for any
+non-Xerox litigation expenses or settlements unless Xerox pre-approves them in writing. To avoid infringement, Xerox may, at its option, and at no
+charge to you, obtain a license, or modify, or substitute an equivalent of, or remove the Software. If Software is removed by Xerox for this
+reason, any designated license fees paid by you will be fully refunded; if no portion of the amounts paid to Xerox within the transaction in which
+the Software was acquired was designated as a license fee for the Software, Xerox shall refund that portion of the amounts paid that Xerox
+reasonably designates as associated with the Software's acquisition. Xerox is not liable for any infringement related liabilities outside of the
+scope of this section including, but not limited to, Software being made or modified (by Xerox or others, including you} to your specifications, or
+being used or sold in combination with equipment, software, or supplies not provided by Xerox.
+8.
+LIMITATION OF LIABILITY
+IN NO EVENT SHALL XEROX OR ITS SUPPLIERS BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (INCLUDING WITHOUT
+LIMITATION, LOSS OF DATA) IN ANY WAY ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE "SOFTWARE", EVEN IF ADVISED OF THE POSSIBILITY OF
+SUCH DAMAGES. IN NO EVENT SHALL XEROX' DIRECT DAMAGES TO YOU EXCEED THE TOTAL LICENSE FEE ACTUALLY PAID BY YOU FOR SUCH "SOFTWARE".
+9.
+TERMINATION
+Xerox may terminate your license for the Software (i) immediately if you no longer use or possess the Equipment or are a lessor of the Equipment
+and your first lessee no longer uses or possesses it or (ii) upon the termination of any agreement under which you have rented or leased the
+Equipment, (iii) notice in the event of a material 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.
+10.
+GOVERNING LAW
+This License Agreement will be governed by the laws of the State of New York, USA or if you acquire the Software outside the USA, by the laws of
+the country in which you acquired the Equipment, excluding its conflict of laws provisions. Some jurisdictions do not allow limitations on how long
+an implied warranty lasts or the exclusion or limitation of incidental or consequential damages, so the above disclaimers, limitations or
+exclusions, in whole or in part, may not apply to you.
+11.
+ENTIRE AGREEMENT
+This License Agreement is the entire agreement between Xerox and you pertaining to the Software and supersedes all proposals or prior and
+contemporaneous agreements or understandings of the parties regarding the Software. You agree that any terms and conditions contained in any
+purchase order or other ordering document submitted to order the Software shall have no binding effect on Xerox and will not modify this Agreement
+in any way.
+If, after reading the terms and conditions, they are unacceptable to you, then, to avoid contractual obligations and liability, you should promptly
+return the software unused, and you will then be entitled to a refund of any sums paid by you to license the Software.
projects / ~andy / sunrise / commitdiff