THE SOFTWARE IS LICENSED, NOT SOLD, AND AVAILABLE FOR USE ONLY UNDER THE TERMS OF THIS LICENSE AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
1. As used herein, the term "Software" shall mean the Xerox Corporation ("Xerox") operating system, program(s), and/or application software in machine-readable format supplied hereunder, and its enhancements/derivatives, and all supporting documentation, if any, as well as all updated versions of the program supplied to you. Software, as used herein, does not refer to source code, and no license is herein granted with respect to source code of any kind.
2. For and in consideration of the terms and conditions set forth herein, Xerox grants to you a nonexclusive, non-transferable, fully paid-up license to:
a) load the Software onto a single host computer or server directly connected to a single local area network (LAN);
b) download copies of the Software from the host computer or server through the LAN onto one or more items of equipment connected to that LAN; and
c) use the Software on the host computer or server, and on any of the items of equipment onto which copies of the Software are downloaded under paragraph b) above, provided that you may not concurrently use the Software on more than the maximum number of equipment items permitted by the license fee you have paid.
No license is granted for the purpose of reverse engineering or reverse compiling the Software or for making derivative works. Title to and ownership of the Software shall at all times remain with Xerox and its licensors.
3. Further, no license is granted to copy or reproduce in any form whatsoever the Software supplied hereunder without the express written permission of Xerox, with the exception of making up to two (2) copies for back-up purposes. Your back-up copies of the Software must include all confidential, proprietary, patent, copyright and/or trademark notices contained on the original.
4. In the event you wish to transfer the Software to a third party, you may transfer the Software and all downloaded and back-up copies to the third party, provided (1) the third party receives a copy of this Agreement and agrees to be bound by its terms and conditions, and (2) you erase or destroy all other copies of the Software, and (3) provided you at all times comply with all applicable United States export control laws and regulations.
5. This Agreement may be terminated by Xerox if you breach or fail to comply with any of the terms and conditions of this Agreement, following written notice by Xerox of such breach or failure and your right to cure such breach or failure with ten (10) days of receiving such notice. Upon termination, you shall immediately return all Software and all copies thereof to Xerox following Xerox' written notice to you of termination.
6. The Software provided is licensed "AS IS". Xerox provides a warranty which covers the media upon which the Software is embedded for the period 90 days or as specified on Xerox' Order Confirmation Form. Under the warranty, Xerox's sole obligation with regard to the software media shall be to replace or repair, at the option of Xerox, any such media that proves defective during the warranty period. Under this warranty, your obligation shall be to provide Xerox with a detailed description of possible defect along with a floppy diskette/tape and sample material such that Xerox can reproduce such defect. No person, dealer, or company may expand or alter this warranty.
7. XEROX AND ITS LICENSORS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SOFTWARE LICENSED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY AS TO ITS MERCHANTABILITY OR FITNESS FOR ANY INTENDED USE. XEROX AND ITS LICENSORS SHALL HAVE NO LIABILITY HEREUNDER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR OUT OF THE SOFTWARE LICENSED HEREUNDER.
8. U.S. Government Restricted Rights. The Software is provided with Restricted Rights. Use, reproduction, or disclosure of the Software by the Government is subject to restrictions set forth in the Commercial Computer Software - 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.
9. This Agreement embraces the full and complete understanding of the parties as to the subject matter hereof and may not be altered or modified, except by written amendment which expressly refers to this Agreement and which is duly executed by both parties. Further, this Agreement shall be construed and governed in accordance with the laws of the Commonwealth of Massachusetts.
