The following terms and conditions ("Terms and Conditions") govern your use of Open Xerox, and any "Content" (i.e., structured or unstructured content including without limitation written text, data files, images, computer software, creative works, demos, etc.) or "Applications" (i.e., services including without limitation software services, messaging services, and other such services that permit different forms of Content to be processed or managed) that are made available from or through Open Xerox, including any subdomains thereof (the "Site").
The Site is made available by Xerox Corporation ("Xerox"). Xerox may change the Terms and Conditions from time to time, without notice to you if you do not have a user account, by posting such changes on the Site; if you have an account you will be asked to reconfirm your continued use of the Site during a subsequent login under the revised Terms and Conditions. Your use of the Content or Applications is subject to the most current version of the Terms of Service posted on Open Xerox at the time of such use. BY USING THE SITE, YOU ACCEPT AND AGREE THAT THESE TERMS AND CONDITIONS APPLY TO YOUR USE OF THE SITE. If you do not agree to these Terms and Conditions, you may not access or otherwise use the Site, or any Content or Applications made available from or through the Site. If you breach any of these Terms and Conditions, your authorization to use this Site automatically terminates.
You may use Content and Applications (including any output produced using the Applications) that are available on the Site for personal, non-commercial use. You may be required to create a user account to access the Content or use the Applications available on the Site. Depending on the Content or application you choose to use, you may be required to agree to supplemental terms and conditions. Xerox reserves the right at any time without notice and from time to time to add to, modify or discontinue, temporarily or permanently, the Content or Applications available on the Site, including the allocation of computational resources associated with such Content and Applications. You may not remove, obscure, or alter any proprietary rights notices that may be contained or displayed on the Site or in Content or Applications made available through the Site. Except as otherwise expressly stated in these Terms and Conditions, nothing herein shall be construed to grant you any license, by implication, estoppel, or otherwise, to any Xerox intellectual property, including trademarks, copyrights, patents, or trade secrets.
You shall be solely responsible for any Content or Applications that you make publically available directly or indirectly on this Site ("Your Site Materials") and any Content that you submit to be processed by an Application ("Your Application Data"). You affirm, represent, and/or warrant that: (i) you are at least 18 years old; (ii) if you are acting on behalf of a legal entity, you have legal authority and entitlement to bind the entity to these Terms and Conditions (and in which case “you” shall mean such legal entity); and (iii) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Xerox to use all patent, trademark, copyright or other proprietary rights in and to any and all of Your Site Materials and Your Application Data consistent with the manner contemplated by this Site and these Terms and Conditions; and (iv) you have the written consent, release, and/or permission of each and every identifiable individual person in Your Site Materials to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of Your Site Materials consistent with the manner contemplated by this Site and these Terms and Conditions.
For clarity, you retain all of your ownership rights in Your Site Materials. However, by placing Your Site Materials on this Site or making Your Site Materials available through this Site you hereby grant Xerox, and its affiliates and third-party service providers, while Your Site Materials are available on or through this Site, a worldwide, non-exclusive, royalty-free, irrevocable, sublicensable and fully transferable license to use, reproduce, distribute, modify, prepare derivative works of, publish, publically display, and publically perform Your Site Materials in any media formats and through any media channels. You understand that submission of Your Site Materials to this Site is for the express purpose of public disclosure in a variety of media and channels, and that Your Site Materials are not subject to any obligation of confidentiality. Accordingly, Your Site Materials submitted or sent to Xerox will be deemed not to be confidential or secret.
For further clarity, you retain all of your ownership rights in Your Application Data. Xerox does not use Your Application Data except for the purpose of performing the Application to which you submit such data. More specifically, with respect to Your Application Data that you transmit to the Site you hereby grant Xerox, and its affiliates and third-party service providers, a worldwide, non-exclusive, royalty-free, irrevocable, sublicensable and fully transferable license to use, reproduce, distribute, modify, prepare derivative works of Your Application Data for the purpose of performing for you the Application to which you submitted Your Application Data, including without limitation, to adapt and modify Your Application Data to perform the Application, and to deliver and display to you Your Application Data, any derivative works, or other information produced by the Application.
You further agree that you will not: (i) submit Content or Applications that are protected by trade secret or otherwise subject obligations respecting privacy or confidentially; (ii) publish falsehoods or misrepresentations that could damage or give rise to claims against Xerox or any third party; or (iii) submit Content or Applications that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate.
Xerox does not endorse Content or Applications made publically available on this Site by you or any third party, or any opinion, recommendation, or advice expressed therein, and Xerox expressly disclaims any and all liability in connection with such Content or Applications. Xerox does not condone copyright infringing activities and infringement of intellectual property rights throughout this Site, and Xerox will remove Your Site Materials if properly notified that Your Site Materials infringe on another's intellectual property rights. Xerox will also suspend and/or terminate your access to this Site, if you are determined to be a repeat infringer (i.e., one who has been notified of infringing activity more than twice and/or whose Content or Applications have been removed more than twice).
To the extent that you communicate to Xerox any ideas or suggestions for modifications, extensions, or improvements to the Site, its Content or its Applications, or any other Xerox site, product or service (“Your Feedback”), you hereby grant Xerox and its affiliates, under all intellectual property rights (including patent and copyright) you have in Your Feedback, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable and fully transferable license to (a) create derivative works using Your Feedback, (b) make, have made, use, sell, lease, offer for sale, export, and otherwise dispose of products or services using Your Feedback (and derivative works thereof), (c) copy, publicly perform, display, import, broadcast, transmit, distribute, license, offer to sell, sell, rent, lease or lend Your Feedback (and derivative works thereof).
In order to provide certain services, Xerox must use raw data related to the use and distribution of Your Site Materials ("Collected Data") that will be collected as part of the services. You hereby grant Xerox, and its affiliates and third-party service providers, a non-exclusive, perpetual, worldwide and irrevocable right and license to utilize the Collected Data to track, extract, compile, synthesize, aggregate, and analyze such Collected Data, including, but not limited to, the creation of anonymous and promotional tracking data ("Tracking Data"), which Tracking Data Xerox may, in its sole discretion, create derivative works, copy, publicly perform, display, import, broadcast, transmit, distribute, license, offer to sell, sell, rent, lease or lend.
If the Site’s application settings include access controls with respect to Your Site Materials and Your Application Data, you acknowledge and agree that Xerox cannot fully eliminate security risks and cannot guarantee that unauthorized access beyond the access rights specified will never occur.
You agree not to use the Site, including any Content or Applications and output produced using the Applications available on the site: (a) in any manner that violates any applicable local, state, national, foreign, or international law; (b) to stalk, harass, threaten or harm another individual; (c) to impersonate any other person or entity, whether actual or fictitious, including anyone from Xerox; (d) to misrepresent your affiliation with a person or entity; (e) to interfere with the Site or equipment that implement the Site; (f) to restrict or inhibit any other user from using and enjoying the Site or the Site's Content or Applications; (g) to offer to buy or sell any product or service; (h) to encourage conduct that would constitute a criminal offense or give rise to civil liability; or (i) to perform decompilation, reverse-engineering, or benchmarking activities.
Xerox may make software available on this Site either by exposing the functionality of software to you via a browser interface or API (Application Program Interface) as a service or by providing you with downloadable source or compiled code such as plug-in modules designed for use with other software systems and to enable programmatic interaction with the Site. Any software that is made available by Xerox on the Site ("Software") is the copyrighted work of Xerox and/or its licensors unless explicitly noted otherwise. You may not (and you may not authorize third parties to) create derivative works of the Software, attempt to decompile, reverse-engineer, or benchmark the Software (or its output), or copy or reproduce the Software to any other server or location for further reproduction or redistribution, unless expressly permitted under the terms of a license agreement accompanying such Software. Use of the Software is subject to the license terms of any license agreement that may accompany or is provided with the Software. SOFTWARE MAY CONTAIN, OR BE MODIFIED TO CONTAIN, COMPUTER CODE CAPABLE OF AUTOMATICALLY DISABLING ITS PROPER OPERATION OR FUNCTIONALITY WHICH MAY BE ACTIVATED UPON EXPIRATION OR TERMINATION OF YOUR LICENSE.
Because Software may contain errors, you are advised to verify and back up your work. Additionally, Xerox does not guarantee compatibility between the Software and any future versions of the Software that may be made available on this Site.
U.S. Government Restricted Rights: The Software and accompanying documentation available on this Site that is downloaded for or on behalf of the United States of America, its agencies and/or instrumentalities 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 Software and accompanying documentation are subject to restrictions set forth at Federal Acquisition Regulation 52.227-14, when applicable, or in the Department of Defense Federal Acquisition Regulations Supplement 252.227-7013.
Xerox is not obligated to consider, evaluate, monitor, use or respond to Your Site Materials or Your Feedback, and assumes no obligation, implied or express, to provide any details about any evaluation of any such materials and feedback that Xerox may undertake.
Xerox does not control Content or Applications that you or others post on this Site, and thus Xerox cannot guarantee the accuracy, integrity or quality of such materials. You understand that by using the Site, you could be exposed Content or Applications submitted by others that you may find offensive, indecent or objectionable.
Xerox reserves the right (but is not obligated) to pre-screen, review, tag, filter, modify, refuse, or remove any materials. Without limiting the foregoing, Xerox shall have the right to remove any of Your Site Materials and/or suspend or terminate your access for uploading such material in violation of these Terms and Conditions or applicable law at any time, without prior notice and at its sole discretion.
Xerox does not endorse or take responsibility for any material made available through links posted on this Site to other sites. If you decide to access any of the sites linked to this Site, you do so entirely at your own risk.
SITE INFORMATION REGARDING XEROX PRODUCTS AND SERVICES, INCLUDING THEIR AVAILABILITY, APPEARANCE, PRICE AND SPECIFICATIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE. SUCH INFORMATION SHALL NOT CONSTITUTE A REPRESENTATION, WARRANTY OR OTHER COMMITMENT BY XEROX WITH RESPECT TO ANY PRODUCT OR SERVICE AND XEROX HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, SUITABILITY FOR ANY PURPOSE OR COMPLETENESS THEREOF.
This Site may contain forward-looking statements and information relating to Xerox that are based on our beliefs as well as assumptions made by and information currently available to us. The words "anticipate", "believe", "estimate", "expect", "intend", "will" and similar expressions, as they relate to us, are intended to identify forward-looking statements. Actual results could differ materially from those projected in such forward-looking statements. Information concerning certain factors that could cause actual results to differ materially is included in the company's 10-K and 10-Q filings with the U.S. Securities and Exchange Commission. We do not intend to update these forward-looking statements.
CONTENT, APPLICATIONS AND SOFTWARE ARE PROVIDED "AS IS," "WITH ALL FAULTS", AND WITHOUT WARRANTY OF ANY KIND, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF PERFORMANCE IN AN ERROR-FREE OR UNINTERRUPTED MANNER, COMPLETENESS, OR ADEQUACY FOR ANY PURPOSE. YOUR USE OF OR RELIANCE ON CONTENT, APPLICATIONS AND/OR SOFTWARE IS VOLUNTARY, AT YOUR SOLE RISK, AND SHOULD ONLY BE UNDERTAKEN FOLLOWING YOUR INDEPENDENT ASSESSMENT OF SAME FOR YOUR PURPOSES. XEROX DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. XEROX, ITS AFFILIATES, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF ONE HUNDRED US DOLLARS (US$100.00), NOR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE WHETHER THE CLAIM SOUNDS IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR ANY OTHER LEGAL THEORY. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold Xerox and its affiliates, and Xerox's and its affiliates' directors, officers, employees and agents, harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Site, including but not limited to Content, Applications (including any output produced using the Applications), and/or Software. Xerox reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Xerox's defense of such claim.
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts law. You agree that any dispute arising from or relating in any way to this Site will be brought exclusively in the Federal or State courts located in the State of New York and you irrevocably agree to submit to the jurisdiction of such courts. Other than as provided in Section 1, these Terms and Conditions may only be modified or amended in a writing signed by an authorized representative of Xerox. If any provision of these Terms and Conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not effect the validity and enforceability of any remaining provisions. Failure or delay of Xerox to exercise any right or remedy under this Agreement or to require strict performance of any provision of this Agreement shall not be construed to be a waiver of such right or remedy or any other right or remedy hereunder.
Xerox makes no representation whether Content or Applications on this Site are available outside of the United States. You may not use, export or re-export Content or Applications, including without limitation Your Site Materials, on this Site in violation of any applicable laws or regulations, including without limitation, United States export laws and regulations.
Xerox trademarks, logos, and service marks (collectively the "Trademarks") displayed on the Site, including, but not limited to XEROX® and the sphere of connectivity, are trademarks of Xerox Corporation in the U.S. and/or other countries. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of Xerox or such third party that may own other trademarks displayed on the Site. Your misuse of the Trademarks displayed on the Site, or any other Content or Applications on the Site is strictly prohibited. You are also advised that Xerox will aggressively enforce its intellectual property rights to the fullest extent of the law.
Revised: May 2011
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