DOCUSHARE® / DOCUSHARE® CPX / DOCUSHARE® EXPRESS
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LICENSE AGREEMENT FOR DOCUSHARE SOFTWARE

THIS IS YOUR DOCUSHARE END USER LICENSE AGREEMENT ("AGREEMENT") - READ BEFORE INSTALLING THE DOCUSHARE SOFTWARE.

IMPORTANT: THIS AGREEMENT CONTAINS THE LICENSE AND CONDITIONS FOR DOCUSHARE SOFTWARE AND RELATED DOCUMENTATION. INSTALLING THIS SOFTWARE PACKAGE SIGNIFIES YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST PROMPTLY DELETE ANY SOFTWARE FILES ACCESSED BY YOU 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, FUJI XEROX Co., Ltd., ITS OPERATING COMPANIES, SUBSIDIARIES AND AFFILIATES. THE TERM "YOU" SHALL MEAN EITHER AN INDIVIDUAL OR A SINGLE ENTITY.

ATTENTION: SEPARATE AND ASIDE FROM DOCUSHARE, FREE THIRD PARTY SOFTWARE ("FREE SOFTWARE")MAY BE INCLUDED IN THE PRODUCT PACKAGE. FREE SOFTWARE WILL DIRECTLY BE LICENSED TO YOU BY SUCH THIRD PARTY LICENSOR, AND IS NOT LICENSED BY XEROX IN ANY WAY UNDER THIS AGREEMENT. ACCORDINGLY, XEROX DISCLAIMS ANY AND ALL WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, THE OF FITNESS FOR A PARTICULAR PURPOSE OR THE WARRANTY OF NON-INFRINGEMENT.

  1. DOCUSHARE LICENSE - Conditioned on your compliance with all the terms and conditions of this Agreement, Xerox grants to you a nonexclusive, perpetual license to load and use the machine readable software included in this software package ("Licensed Software") on a single host computer or server wherein the Licensed Software will provide for a predetermined number of Client Access Licenses (CAL). The predetermined number of CALs corresponds to the license you have acquired for and/or any Upgrades you have acquired.
  2. DOCUSHARE ACCESSORIES - Conditioned on your compliance with all the terms and conditions of this Agreement, Xerox grants to you a nonexclusive, perpetual license to load the machine readable DocuShare Accessory software included in this software package, for use exclusively with the Licensed Software. The Accessory software corresponds to the Accessories you paid for and/or any Upgrades you have acquired.
  3. DOCUSHARE LANGUAGE PACK - Conditioned on your compliance with all the terms and conditions of this Agreement, Xerox grants to you a nonexclusive, perpetual license to load the machine readable Language Pack software included in this software package on the same host computers or servers as the Licensed Software for use exclusively with the Licensed Software.
  4. PROVISIONS APPLICABLE TO ALL LICENSE GRANTS - The following provisions shall apply to whichever of the above license grants are applicable:
    1. The term "Client Access License" as used herein refers to authorized individual users of the Licensed Software executing on a licensee's host computer or server who have access rights.
    2. Except for the visual appearance of the Licensed Software as presented to an end user, each copy of the Licensed Software must include and retain all confidential, proprietary, patent, copyright and/or trademark notices contained on the original.
    3. Title to the Licensed Software and all copies will at all times reside exclusively with Xerox and/or its licensor(s).
    4. The Licensed Software may include software developed by a third party. The third party shall not be liable to you for any breach by Xerox, and shall be considered a third party beneficiary of your obligations under this Agreement.
    5. You have no other rights to the Licensed Software. This means that you may not create derivative works of the Licensed Software, or attempt to decompile or reverse-engineer the Licensed Software except as expressly permitted by governing law.
    6. Subject to paragraph 4(B) of this Agreement, you may create one copy of the Licensed Software but only for backup purposes in the event loaded materials are lost or damaged.
    7. You may transfer this Agreement and the Licensed Software to another authorized person or legal entity, provided, (1) the other person/legal entity receives a copy of this Agreement or other applicable Xerox Software License Agreement and agrees to be bound by Its terms and conditions, and (2) you erase or destroy all other copies of the Licensed Software, and (3) you at all times comply with all applicable United States export control laws and regulations.
  5. WARRANTY
    1. The Licensed Software is warranted for a period of ninety (90) days from the date the Licensed Software is delivered to you, or for such longer period as may be explicitly required by governing law, to substantially conform to the functionality described in the accompanying documentation.
    2. The Licensed Software is not warranted to be free from error, or to operate uninterruptedly.
    3. If, during the 90-day warranty period, you notify the party who sold you the Licensed Software that the Licensed Software does not substantially conform to the functionality described in the accompanying documentation, that party will, at its option, either replace the Licensed Software or fully refund the license fee you paid for the package. If a refund is made, you will certify to the refunding party that you have removed the Licensed Software and erased or destroyed all copies.
    4. The express warranty set forth in paragraph 5(A) of this Agreement is in lieu of all other express warranties and conditions. The implied warranty of merchantability is limited to ninety (90) days from the date the Licensed Software is delivered to you. ALL OTHER EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS, WHETHER CREATED BY STATUTE OR OTHERWISE, ARE DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND, FOLLOWING THE ABOVE-REFERENCED NINETY (90) DAY PERIOD, THE IMPLIED WARRANTY OF MERCHANTABILITY.
    5. All warranties and representations made by persons other than Xerox, including, but not limited to, distributors, dealers, concessionaires and other resellers of Xerox, are also disclaimed.
    6. Greater Warranty Rights: The limitations described in paragraph 5(D) of this Agreement may not apply in those jurisdictions that do not allow limitations on the length of implied warranties.
    7. The express warranty set forth in paragraph 5(A) of this Agreement will be void and you may be responsible for additional fees if you fail to properly use the Licensed Software in the appropriate environment or if the Licensed Software is modified or altered in any way.
    8. Minimum Server Requirements for DocuShare ("Minimum Server Requirements") can be found at http://www.fujixerox.co.jp/eng/product/docushare/system.html.
  6. INTELLECTUAL PROPERTY INFRINGEMENT
    1. In the event of a claimed infringement in the Japan of any patent, copyright or other intellectual property right, Xerox may, at its option, and at no charge to you, either obtain a license, modify the Licensed Software to be non-infringing, substitute an equivalent of the Licensed Software or remove the Licensed Software. If Licensed Software is removed by Xerox for this reason, the license fee you paid for the Licensed Software will be fully refunded. Unless otherwise expressly provided by law this shall be Xerox' only obligation to you in the event of a claim of infringement.
    2. Xerox will not be liable for any infringement of the Licensed Software if such infringement is caused by use of the Licensed Software in combination with equipment, software, or supplies not provided by Xerox or if the Licensed Software is used to implement processes not provided by Xerox.
    3. If Xerox distributes any third party software to you, you will indemnify Xerox for any misuse of the software.
  7. GENERAL PROVISIONS
    1. Limitation of Liability: In no event will Xerox 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 Agreement. In addition, Xerox's liability to you for direct damages will in no event exceed the license fee you paid for the Licensed Software.
    2. Greater Damage Rights: Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not be applicable.
    3. U.S. Government Restricted Rights: The Licensed Software and accompanying documentation 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 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.
    4. Software Support Agreement: If you and Xerox conclude another software support agreement, Xerox supports the Licensed Software in the state it is delivered and installed, using the recommended installation procedures and conforms to the system configuration. Xerox reserves the right to refuse or deny support should you not be in compliance with the system configuration which is defined as "Minimum Server Requirements."

    Neither party shall be liable to the other for its failure to perform any of its obligations hereunder during any period in which such performance is delayed by circumstances beyond its reasonable control (including, but not limited to work stoppages, fires, civil disobedience, Acts of God and similar occurrences), provided that the party experiencing such delay promptly notified the other party of the delays.

    No delays or failure of Xerox to exercise any right or remedy will operate as waiver thereof. No waiver of any of the provisions of this Agreement for a particular situation shall be deemed or constitute a permanent waiver of such provision for any other situation, nor shall such waiver constitute a waiver for the same situation if it should recur.

    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 court of competent jurisdiction, such invalidity will not affect the enforceability of any other provisions not held to be invalid.

    This Agreement shall be governed by and construed in all respects in accordance with the laws of the JAPAN without giving effect to its conflict of laws provisions. The parties specifically agree that the 1980 United Nations Convention on Contracts for the International Sale of Goods, as such may be amended from time to time, shall not apply to this Agreement.

  8. Termination of the Right of Use
    When the right to use the software, which is before transition or update, separately specified by Xerox and already obtained by the customer exists, the right to use the pre-transition or pre-update version of software shall be terminated when the customer obtains the right to use the license software.
  9. Entire Agreement: This Agreement and any Xerox order agreement that you may have used to order DocuShare constitute 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. To the extent terms and conditions in your Xerox order agreement conflict with this DocuShare End User License Agreement, your Xerox order agreement shall prevail if both you and Xerox have signed the agreement. The pre-printed terms and conditions contained in any purchase order or other ordering document submitted with respect to the Licensed Software will not modify this Agreement in any way.

    Copyright © 1997-2015 Xerox Corporation. All Rights Reserved.