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Xerox Translate and Print App EULA

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. Services. The Software provides access to translation services provided by Xerox. In addition to, and without limiting, the terms of Section 6, you acknowledge and agree use of the translation services are subject to the additional terms of use included as Schedule 1 (“Terms of Use”) of this Agreement. Your access to the translation services will end upon the earlier of the consumption of the usage credits (pages) you have acquired and the expiration of the Term. You represent and warrant that you will provide sufficient notice to and obtain consent from your Authorized Users to comply with the terms and conditions of this Agreement, including the Terms of Use, and to process Content as described in this Agreement. You shall indemnify and hold harmless Xerox and its licensors and/or service providers 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 4. You shall, at Xerox’s option and your sole expense, intervene in or defend any such proceedings upon notice from Xerox. 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. 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. SCHEDULE 1 – Xerox Translate and Print Terms of Service Xerox Translate and Print Terms of Service Agreement Welcome to Xerox Translate and Print. These Terms of Service (these “Terms”) constitute the agreement between Xerox Corporation (“Xerox”, “we” or “us”) and the individual or legal entity accessing and using the Xerox Translate and Print Service (the “User” or “You”). These Terms (including our Privacy Policy) describe your rights and responsibilities respecting access to and use of the Xerox Translate and Print service (the “Service”). Accordingly, please read these Terms carefully before accessing or using Service in any manner. These Terms constitute a legal contract between You and Xerox. If you do not agree to these Terms, You do not have the right to access or use the Service. If You submit any Content for translation or otherwise access, use or register for the Service, You shall be deemed to have confirmed your acceptance of these Terms. 1. Definitions. a. “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. b. “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 and the exportation of technical or personal data. c. "Personally Identifiable Information” or “Personal Data" means 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. d. “Privacy Policy” means the Xerox privacy policy found here which is incorporated into and forms a part of these Terms. e. "Service" means the Xerox Translate and Print cloud based translation service that provides translation of text in supported formats that where not editable, will be processed by an integrated optical character recognition solution. The Service may be accessed via the Xerox Translate and Print App (the “Software”). f. “User Data” means any data, content, documents, images or other materials that You submit to the Service. As used herein “Submit” includes submitting, uploading, transmitting or otherwise making available data to the Service.

2. License and Scope of Service a. Subject to these Terms, 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 Service for Your own use. Access to and use of the Service requires a valid Software subscription with a positive balance of page credits. b. You shall not and shall not authorize any third party to: (i) Submit any User Data that is not in one of the supported formats identified in the documentation or that You: (1) know or reasonably should know is unlawful or tortious or contains software viruses or other harmful code; or (2) do not have a right to submit under any applicable law or contractual or fiduciary relationships, or that infringes or misappropriates any patent, trademark, trade secret, copyright or other proprietary rights; (ii) sell, resell, license 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; (iii) conduct any audit, probe, testing or assessment of the security of the Services; (iv) attempt to disable, interfere with, circumvent, or disrupt any aspect of the Services including, without limitation, attempting to disable or circumvent any security, license control or otherwise avoid incurring or paying any usage fees or charges or to make a denial-of-service attack (DoS) or distributed denial-of-service (DDoS) attack; (v) cause or permit any robot, bot, utility, or any automated process to access the Services; (vi) upload, post, transmit, or otherwise make available any content or information designed to interrupt, interfere with, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (vii) reproduce, modify, distribute, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Service or of any of its technology or attempt to gain unauthorized access to the Service or related systems or networks or attempt to extract the source code for the Services. c. Xerox may impose limits on Your use of the Service, including but not limited to, maximum number of pages for translation, and connection timeouts. Xerox will be the sole judge of the reasonableness of such limits. If You exceed any limits, Xerox may, in its sole discretion, remedy the situation by blocking or removing over-limit usage. d. Xerox will make reasonable efforts to timely process Your requests for Service. Xerox does not, however, guarantee or commit to any particular turnaround time. Turnaround times may vary, depending on the complexity and volume of User Data submitted for translation, as well as the number of translations for other users of the Service that may be pending.

3. Security and Data Privacy. a. Xerox has implemented reasonable security standards to protect User Data submitted to the Service from unauthorized access or use. However, Xerox makes no representation or warranty as to the adequacy or suitability of the Service for processing information subject to Laws related to the protection, transfer, security or processing of Personally Identifiable Information or other protected data. b. You may elect to receive a copy of a translation via email. The email address You provide is only used by Xerox for generating the email and sending the translation to the recipient. Xerox does not retain or use the email address for any other purposes. c. 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 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. 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.

4. User Data. a. You retain all right, title and interest in and to any User Data and shall be solely responsible for any and all User Data You submit to the Service. You acknowledge and agree that You are and will remain the controller of User Data for purposes of all applicable privacy laws. You grant Xerox and its Affiliates (including its third party hosting providers, subcontractors and agents acting on its behalf) a worldwide, non-exclusive, limited term license to access, use, copy, distribute, perform and display User Data to provide, maintain, update, and improve the Service provided, that use for updating or improving the Service will not identify You to any third party (excluding Xerox's Affiliates and subprocessors) as the source of any User Data contributing to the update or improvement and to prevent or address service or technical problems or any other support matters. Subject to the limited licenses granted in these Terms, Xerox and its Affiliates (including its third party hosting providers, subcontractors and agents acting on its behalf) acquire no right, title or interest under these Terms in or to User Data. b. 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. User Data submitted to the Services may be retained by the Services for a reasonable time, but no longer than seventy-two (72) hours after submission, to ensure it has been fully processed; provided that, if such User Data causes (i) a Service failure, or(ii) leads to the abnormal consumption of computing resources by the Services, or (iii) leads to other exceptional cases connected with functionality of Services, You consent to Xerox, its subcontractor ABBYY USA Software House, Inc. with its principal place of business located at 890 Hillview Court, Suite 300, Milpitas, California 95035, USA, and their respective Affiliates and suppliers, limited use of the such User Data for the sole purpose of providing necessary technical support and fixing errors or other problems caused by cases stated in (i)–(iii), above. c. Your use of the Service must comply at all times with these Terms and all applicable laws. You represent and warrant that: (i) 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 User Data to authorize the use, display, processing and transmission of User Data in the manner contemplated by these Term and (ii) User Data and its submission to and processing by the Service will not violate (1) any Laws, including laws relating to data privacy and data transfer, international communications and the exportation of technical or Personal Data., (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of Your or third-party obligations governing User Data. Other than our express obligations under Section 3 (Security and Data Privacy), we assume no responsibility or liability for User Data, and You are solely responsible for User Data and the consequences of submitting and using it with the Service.

5. Service Usage and Pricing. a. The Service is a fee based, paid-for service with service fees charged for each page submitted for translation. Additional fees may be charged for any page that is larger than letter or A4 paper size or for pages that have a complicated layout. As the Service charges for every page submitted even if the page is blank or does not require translation, You should avoid submitting any blank pages or pages that do not require translation. b. Service fees are charged against the usage credits for the Software from which the User Data is submitted. Additional usage credits may be acquired from Xerox in accordance with the documentation for the Software. Acquisition of usage credits are subject to additional terms and conditions.

6. Term and Termination. a. These Terms are effective as of Your acceptance and shall continue until the expiration or termination of the license granted for the Software unless earlier terminated in accordance with this Section 6. b. Xerox may deactivate access to the Service from Your copy of the Software and/ or may stop the Service without any notice if You breach these Terms or the terms and conditions of the license to Your Software. In the event Xerox erroneously terminates the Service to You or erroneously deactivates access from the Software, Xerox will refund to You any payments made for the Service that You were unable to use due to such termination or deactivation. In the case of the breach of these Terms or the terms and conditions of the license to the Software Agreement by You, payments for purchased Service will not be refunded. c. Xerox may terminate this agreement at any time with or without any notice to You. In the event Xerox terminates this agreement for its convenience, it will refund to You any payments You had made for the Service that You were unable to use due to such termination. In addition, You may contact Xerox by e-mail at xerox.app.gallery.feedback@xerox.com to de-activate access from Your copy of the Software. In addition, You may cease Your use of the Service at any time. If You elect to de-activate your Software or cease using the Service, any payments for unused usage credits or Service fees will not be refunded. d. Except as expressly set out in this Section 6, Xerox shall have no liability or obligation to You due to the termination or expiration of the Service.

7. Warranty and Disclaimer. a. 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. b. You acknowledge that You will be submitting User Data and receiving translations 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. c. WARRANTY DISCLAIMER. XEROX DOES NOT REPRESENT OR WARRANT THAT: * THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; * THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; * THE RESULTS OBTAINED BY USING THE SERVICE ARE ACCURATE, RELIABLE, COMPLETE OR USEFUL; * THE OPERATION OF THE SERVICE OR THE PROVISION OF THE SERVICE WILL BE CONTINUOUS AND/OR UNINTERRUPTED OR FREE FROM ERROR; * THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; * ERRORS OR DEFECTS WILL BE CORRECTED; * THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; * THE ORIGINAL LAYOUT OF DOCUMENTS YOU SUBMIT FOR TRANSLATION WILL BE PRESERVED AND UNCHANGED IN THE TRANSLATED DOCUMENTS, OR THAT ALL PARTS OF THE TEXT SUBMITTED FOR TRANSLATION WILL BE RECOGNIZED, AND THAT NO PARTS OR SECTIONS OF TEXT WILL BE MISSING. THE SERVICE AND ALL TRANSLATIONS ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION, XEROX AND ITS AND ITS AFFILIATES (INCLUDING ITS THIRD PARTY HOSTING PROVIDERS, SUBCONTRACTORS AND AGENTS ACTING ON ITS BEHALF) (I) MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE OR OF ANY TRANSLATION AND (II) EXPRESSLY DISCLAIM 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. 8. Limitation of Liability. Notwithstanding any damages that You might incur, the entire liability of Xerox and its Affiliates (including third party hosting providers, subcontractors and agents acting on their behalf), for any damages arising from or related to Your acquisition or use of the Service or otherwise arising under these Terms and Your exclusive remedy will be limited to twenty-five US dollars ($25.00). EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST REVENUE, PROFITS, OR DATA, 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. 9. Indemnification. BY ACCESSING OR USING THE SERVICE, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD XEROX AND ITS AFFILIATES (INCLUDING THIRD PARTY HOSTING PROVIDERS, SUBCONTRACTORS AND AGENTS ACTING ON THEIR BEHALF) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES ARISING FROM OR IN ANY WAY RELATED TO ANY ACTUAL OR THREATENED THIRD PARTY CLAIM ARISING OUT OF OR BASED UPON: (A) USAGE OF YOUR USER DATA; (B) YOUR BREACH OF THIS AGREEMENT; (C) VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION INTELLECTUAL PROPERTY, PROPERTYOR PERSONAL RIGHTS; OR (D) VIOLATION OF APPLICABLE LAW. 10. 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 Customer 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. 11. General a. Assignment. Xerox may subcontract, delegate, transfer and assign its rights, duties, and obligations hereunder (or any part thereof) to a third party at any time without notice to You or Your consent. b. 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. c. 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. d. 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 this Agreement shall remain in effect consistent with the intent of the parties. e. Restricted Rights Legend. Any technical data, software, and documentation provided with the Service and used for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. f. Governing Law; Jurisdiction. If You are located in the United States, these Terms of Use shall be governed and interpreted in accordance with the laws of the State of New York, USA, without regard to its conflict of laws principles.  You agree that any dispute arising from or relating in any way to these Terms of Use or the Services 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.  The parties hereby waive, to the maximum extent permitted by law, any right to, and agrees not to seek, a trial by jury in any matter arising out of or relating to the Services or Terms of Use.  If You are located outside the United States, these Terms of Use shall be governed by, interpreted and construed in accordance with the laws of the country, state, province or other jurisdiction in which You are located. g. Entire Agreement.  These Terms, including the Privacy Policy, constitute the entire agreement between You and Xerox 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.