XEROX DEVELOPER PROGRAM AGREEMENT

This Xerox Developer Program Agreement ("Agreement") is a legally binding agreement between Xerox Corporation ("Xerox", "we" or "us") and the individual or legal entity acquiring Developer Resources and/or access to the Xerox Developer Program ("you" or "your"). If you are accepting this Agreement on behalf of a legal entity you represent and warrant that you are acting as an agent of such legal entity with the authority to accept this Agreement on behalf of and to bind such legal entity to this Agreement.

THIS AGREEMENT, INCLUDING THE XEROX Privacy Policy, DESCRIBES YOUR RIGHTS AND RESPONSIBILITIES RESPECTING THE XEROX DEVELOPER PROGRAM AND YOUR USE OF THE DEVELOPER RESOURCES AND, IF YOU ELECT TO ACQUIRE INTEGRATION SERVICES, YOUR ACCESS TO AND USE OF XEROX DEVELOPER PLATFORM. ACCORDINGLY, PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING XEROX SDK OR XEROX DEVELOPER PLATFORM IN ANY MANNER IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT INSTALL OR USE THE DEVELOPER RESOURCES OR ACCESS OR USE THE XEROX DEVELOPER PLATFORM.

1.     XEROX DEVELOPER PROGRAM. Your acceptance in the Xerox Developer Program provides access to Xerox supplied SDKs as well as the opportunity to join the Xerox Developer Program community and obtain the benefits of Integration As A Service Tools (Stack Overflow, Slack, Atlassian Halp, and the Xerox Virtual Integration Center) inclusive of Xerox Mock Web Services that simulate the behavior of the Xerox ConnectKey Device enabled with Xerox Extensible Interface Platform (EIP) software and APIs, available through the Xerox Developer Platform (xerox.com/developers). Xerox Mock Services may be enabled or disabled for use at Xerox discretion. 

2.     DEFINITIONS.

A.     "API Applications" means applications and/or interfaces developed by you in compliance with the API Developer Materials that operate in conjunction with the Xerox Tools. 

B.     "API Developer Materials" means the Xerox Managed Print Services SDK (MPS SDK) and Support Assistant Application Program Interface (Support Assistant API) and the respective documentation, examples, software code, application programming interface identified in Schedule 3, together with any related materials, technical tools or programs, documentation made available, and any error corrections, updates, or new releases that Xerox elects, in its sole discretion, to make available.

C.    "Application" means a software product that operates with and/or uses the Xerox EIP software platform and APIs in a Xerox branded product as set forth in the SDK which is developed by you using Developer Resources in accordance with the license grant set forth below. Your Application must add significant and primary functionality to the SDK as well as any Redistributable included or provided with the Application. Your Application may not include any software or functionality intended to replace any component(s) of the SDK and may not itself constitute a software development kit.

D.    "ConnectKey App" means an EIP-based Application that is designed and developed in accordance with the ConnectKey SDK documentation (including the ConnectKey App Developer Instructions), the Xerox App Gallery Developer Account Terms of Use, and the terms of this Agreement. ConnectKey Apps are solely for installation on a Xerox-branded multifunction device.

E.     "Developer Resources" means the API Developer Materials, the SDK, and any Registry Key you receive.

F.     "End Users" means end-user customers who acquire Applications for internal use only and not for resale or further distribution.

G.    "Integration Services" means features, services and tools available with access to the Integration As A Service Tools. If you purchase or are approved to access Xerox Developer Program and its Integration As A Service Tools, the terms of Schedule 1 apply to your access and use of the Xerox Developer Program Integration As A Service Tools and the Integration Services.

H.    "Libraries" means code that can be compiled or linked into or called from an Application as more specifically defined in Schedule 2 attached hereto.

I.      "Open Source Software" means software licensed under terms that as a condition of use, copying, modification or distribution, require the Open Source Software (or modifications to the Open Source Software) and/or software that is combined or used with the Open Source Software and/or software that is derived from the Open Source Software to be distributed or made available in source code form, be licensed with the right to modify or make derivative works thereof, or to be redistributed free of charge.

J.     "Redistributables" means only those components of the SDK expressly identified as Redistributable in Schedule 2 attached hereto. Redistributables do not include any SDK components identified as documentation, software or tools to test or validate compliance with the specifications and/or APIs.

K.     "Registry Key" means a unique identification key that must be incorporated into your Application to access and use certain test environments made available through the Xerox Developer Platform as well as to access and use certain features of commercially available Xerox products.

L.     "Remotely Accessible Software" shall mean the Xerox FreeFlow Print Server software and the Xerox EIP Platform Controller software, as applicable, and any successive versions thereof administered throughout the Test, including without limitation any executable code, command files, derivative works, enhancements, improvements, additions, maintenance modifications, updates, upgrades, versions, and associated documentation.

M.    "Sample Code" shall mean code that demonstrates interface, features, or functionality as more specifically defined in Schedule 2 attached hereto.

N.    "SDK" shall mean the Software Development Kit(s) identified in Schedule 2, including without limitation any Libraries and Sample Code, in source code and/or executable code format, together with validation tools, command files, documentation, and any derivative works, enhancements, improvements, additions, maintenance modifications, updates, upgrades, or other versions of the foregoing which Xerox may in its sole discretion elect to provide to you from time to time. The content of the SDK supplied to you under this Agreement is determined by Xerox in its sole discretion. You may not receive every SDK listed in Schedule 2.

O.    "System" shall mean the FreeFlow Print Server hardware and any Xerox Extensible Interface Platform ("EIP")-enabled Multifunction Printer, as applicable, owned and operated by Xerox, and made remotely accessible to you as part of a test, subject to the terms of this Agreement. If you elect to install and use your application software on other Xerox-provided equipment located in a specified Xerox facility, the System shall include such Xerox-provided personal computer.

P.     "Test" shall mean your use of the Remotely Accessible Software, subject to the terms hereunder.

Q.    "Xerox Developer Platform" means the online access portal xerox.com/developers through which you obtain the Developer Resources and, if acquired, the Integration As A Service Tools.

3.     LICENSE GRANT.

A.     SDK License. If you acquire the SDK or any component therefore, the license terms set forth in this Section 3(A) apply to your acquisition and use.

1.     Subject to your payment of the initial license fees and all applicable then-current renewal license fees, Xerox grants to you:

(a)   A limited, nonexclusive, nontransferable, nonassignable, revocable license to use your copy of the SDK for the sole purpose of designing, developing, testing, and supporting Applications for use solely with Xerox branded products. If you wish to have a third-party software developer use the SDK on your behalf, you shall first notify Xerox and Xerox may elect in its sole discretion whether to negotiate and enter into a license agreement permitting such third-party software developer activity. You may distribute, resell, or otherwise make an Application you develop available as a commercial offering to a third party, including without limitation on an OEM basis or using the Application on behalf of third parties or as a service provider, only under your own trademark or brand. You may not market, promote, distribute, or otherwise make an Application available to a third-party under any other brand without prior written consent from Xerox.

(b)   A limited, nonexclusive, nontransferable, nonassignable, revocable license to redistribute to End Users, yourself and through your agents and authorized resellers, Redistributables in object code form only as part of an Application, subject to the further restrictions for set forth in Section 3(A)(2) for ConnectKey Apps. You shall guarantee the compliance of your agents and authorized resellers with the terms of this Agreement and indemnify and hold Xerox harmless from and against any and all claims, actions, proceedings, costs, expenses, damages or other liability arising out of or in connection with same. Your right under this clause is subject to the limitation that End Users be granted a non-exclusive, non-transferable license to use internally such Redistributables solely as part of the Application under the terms of a binding End User License Agreement ("EULA") that protect the Redistributables at least as much as this Agreement. Without limiting the foregoing, your distribution of Applications must comply with the following restrictions:

i.       The EULA will identify Xerox as a third-party beneficiary thereof.

ii.      All Applications shall be required to include the statement that "Portions of the Application include software Copyright © 2004-2021 Xerox Corporation".

iii.     No statement shall be made to the effect or which implies that any Application is certified, validated or approved by Xerox or that its performance is guaranteed by Xerox. You will not use the Xerox name, logo, or trademarks to market any Application without obtaining Xerox' prior written approval.

iv.    The EULA will expressly disclaim Xerox' liability to End Users and any other third parties for any damages, whether direct, indirect, incidental or consequential, in connection with such license. Additionally, the EULA shall prohibit modification, reproduction, creation of derivative works, and decompilation or reverse-engineering of the Redistributables.

v.     The EULA will impose any additional requirements in compliance with the terms of any third-party end user license agreement(s) applicable to any Redistributable SDK module(s).

2.     Unless otherwise provided for in a separate agreement with Xerox, ConnectKey Apps may only be distributed through Xerox App Gallery. Your use and distribution of ConnectKey Apps is further subject to the terms of the Xerox App Gallery Developer Account Terms of Use and requires that you register and maintain an active account within Xerox App Gallery and submit the ConnectKey App for validation in accordance with the ConnectKey App Developer Instructions and related documentation.

B.     API Developer Materials License. If you acquire the API Developer Materials, the license terms set forth in this Section 3(B) apply to your acquisition and use.

1.     Subject to your compliance with all the terms and conditions of this Agreement, Xerox grants you a non-exclusive, non-transferable, royalty free license to use the API Developer Materials solely for the purpose of developing API Applications. Your employees, consultants and subcontractors may exercise the foregoing rights on your behalf provided you agree to be responsible for ensuring that such employees, consultants and subcontractors comply with all of the terms of this Agreement.

2.     You may not: (1) use the API Developer Materials to design or develop anything other than API Applications; (2) create any API Application using the API Developer Materials in conjunction with any unauthorized specifications, software code, data access, or other mechanism; or (3) redistribute any component of the API Developer Materials. 

C.    You may make one copy of the Developer Resources you acquire under this Agreement for archival purposes only. Your back-up copy of the Developer Resources must include all confidential, proprietary, patent, copyright and/or trademark notices contained on the original copy provided to you by Xerox. All rights, title and copyrights in and to the Developer Resources and any copies of thereof are owned by Xerox or its licensors. The Developer Resources are protected by copyright laws and international treaty provisions. You have no other rights to the Developer Resources and may not (1) modify, create derivative works of , reverse engineer, reverse compile, or disassemble the Developer Resources; or (2) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Developer Materials, except as expressly provided in this Agreement with respect to Redistributables. You may not unbundle the embedded code within the Developer Resources or any component thereof.

D.    License Restrictions. The licenses set forth in this Agreement do not include any rights to, and you shall not:

1.     use or access the Developer Resources (or any portions thereof) or any derivative work thereof to create or develop (a) any product or service (including any feature or functionality therein) competitive to any Xerox product offering (or components thereof) or (b) any product or service to enable your and/or third party software products (including Applications) to operate with, communicate with, or be used in connection with non-Xerox branded products;

2.     grant access to the Developer Resources or otherwise make the Developer Resources or portions thereof available on a commercial time-sharing, service bureau, SaaS or subscription service or rental use model;

3.     copy, reproduce, modify, sublicense, reverse engineer, disassemble, decompile or analyze the Developer Resources or any remotely accessible software except to the extent that such prohibition is expressly precluded by applicable law; 

4.     remove, alter, destroy, or conceal any copyright or other intellectual property notice placed or included in the Developer Resources; or

5.     use the API Developer Materials for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

E.     Updates. During the term of this Agreement you shall have the right to receive maintenance and update releases to the Developer Resources you have acquired under this Agreement which Xerox elects in its sole discretion to make generally available from time to time to its customers. Any such maintenance or update releases shall be deemed part of the Developer Resources and subject to the license and other terms and conditions hereunder. Xerox shall have no responsibility for identifying or correcting deficiencies in any products connected to or used with the API Application or Application or for otherwise providing service or support for such products.

F.     Open Source Software. You shall not use Open Source Software, including without limitation software licensed under the GNU General Public License ("GPL"), the Mozilla Public License ("MPL") or the IBM Public License ("IPL"), in connection with Applications if such use may: (i) create, or purport to create, obligations of Xerox with respect to the SDK; (ii) grant, or purport to grant, to any third party any rights to, waivers of or immunities under Xerox' intellectual property or proprietary rights; and/or (iii) cause, or be interpreted or asserted to cause, any portion of the Developer Resources or any modifications or enhancements to the SDK to become subject to the terms of the GPL, MPL or IPL or any other Open Source Software license.

4.     THIRD PARTY SOFTWARE. The Developer Resources may include software components developed by one or more third parties ("Third Party Software"). Some Third Party Software may be subject to other terms and conditions that may be found in an open source software disclosure notice that is either provided with the SDK or available for download with the product documentation. Notwithstanding the terms and conditions of this Agreement, the Third Party Software is licensed to you subject to the terms and conditions of the software license agreement identified in the open source software disclosure. If you acquired ANT Galio Browser software by ANT Software Limited (the "ANT Software") with an earlier version of the SDK, you may not (i) assign or transfer ANT Software or any interest therein to any third party or (ii) make the ANT Software available to any affiliates or third party. The use of the ANT Software for any activities other than designing, developing, testing and supporting your Application that interacts with Xerox products requires a separate a written license from ANT Software Limited.

5.     INTEGRATION SERVICES. If you purchase or acquire access to Integration Services, the terms of Schedule 1 apply to your access and use of the Integration Services and the Xerox Developer Platform. If you subscribe to these optional Integration As A Service Tools via online payment gateway, Xerox will review your subscription access request before subscription is granted. Xerox reserves the right to deny access to these optional services and refund or decline a transaction in its sole and absolute discretion.

6.     DELIVERY. The Developer Resources will be delivered via download access granted at the Xerox Developer Platform (xerox.com/developers). A Registry Key will be provided upon approval of your Registry Key request. Requests for Registry Key access can be made via a service request at the Xerox Developer Platform.

7.     FEES; PAY TERMS. The fees for Integration As A Service Tools are stated in Schedule 4. Xerox will only consider subscription to fee based Integration As A Service Optional Tools via the online payment gateway as provided via appgallery.services.xerox.com / SDK Support App.

8.     PROPRIETARY RIGHTS / CONFIDENTIAL INFORMATION. You acknowledge and agree that the API Developer Materials and related documentation; portions of the SDK; any Remotely Accessible Software and System that are not commercially available; and the terms of this Agreement ("Confidential Information") constitute confidential and proprietary information and/or trade secrets (as applicable) of Xerox/its licensors. Title to the Developer Resources and all Remotely Accessible Software, all copies thereof, and all patent, copyright, trade secret and other proprietary rights therein and in such software, the System, and all Xerox printers and resources made available for the testing or validation under the Integration As A Service Tools shall at all times reside exclusively with Xerox and/or its licensors. You agree not to use the API Developer Materials or SDK in whole or in part for any purposes other than those expressly permitted herein. Unless otherwise provided herein, neither your use of any Developer Resources in designing, developing, or testing Applications nor Xerox's conduct or course of dealing conveys, or shall be deemed to convey, any license, by implication, estoppel or otherwise, under any patent, copyright, trademark or other intellectual property right. All rights not granted to you under this Agreement are reserved by Xerox.

9.     CONFIDENTIALITY.

A.     You shall use commercially reasonable efforts to protect the Confidential Information from any unauthorized use, copying, distribution or disclosure. You may not disclose Confidential Information to any third party except: (i) as may be required by applicable law; (ii) as may be required by judicial or government order (provided that you give Xerox reasonable notice to enable it to seek a protective order, or obtains written assurance that the Confidential Information will receive the highest level of applicable protection); (iii) by written consent of Xerox. Without limiting the generality of the foregoing, you shall preserve, abide by and not circumvent or attempt to circumvent any technological mechanism (such as digital rights management technology or password protection) that is designed to restrict access or limit copying and that is included in or applied to any Confidential Information made available by Xerox to you under this Agreement.

B.     Nothing contained herein will in any way restrict or impair your right to use, disclose or otherwise deal with any information which: (i) was in your possession at the time of disclosure as shown by the your files and records in existence prior to the time of disclosure, or (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any wrongful action or omission of you or a third party, or (iii) is developed independently by you without use of or reference to the Confidential Information, or (iv) is properly acquired by you from a third party having the right to disclose such information.

C.    You recognize and agree that breach of this Section 9 may cause Xerox immediate and irreparable harm for which Xerox may not have an adequate remedy solely in monetary damages. Therefore, Xerox shall be entitled, in addition to any other remedies available at law or in equity, to seek injunctive relief for any such breach without proof of actual damages or the posting of bond or other security.

10.  TERM & TERMINATION.

A.     The term of this Agreement will commence on the date on which you click acceptance of this Agreement (''Effective Date'') and continue in full force and effect until terminated by either party upon not less than thirty (30) days' prior written notice by either party. In addition, Xerox may periodically ask you to confirm your acceptance with the terms of this Agreement, failure to confirm your acceptance with the terms of this Agreement will result in termination of the Agreement and your membership in the Xerox Developer Program.

B.     In addition, Xerox may terminate this Agreement for cause immediately (i) in the event that you fail to comply with any term or condition hereof including, without limitation, you distribute or otherwise transfer any components of the SDK not expressly identified as Redistributable in Schedule 2; or (ii) if, in Xerox's reasonable determination, you engage, or encourage others to engage, in any misleading, fraudulent, improper, unlawful or dishonest act relating to this Agreement. Xerox will use reasonable efforts to notify you before termination but is not obligated to contact you before terminating your license. If Xerox terminates your license to use Developer Resources in accordance with this Section 10(B), Xerox may deactivate your Registry Key which may impact the functionality of your Applications or prevent your Applications from operating with Xerox devices.

C.    Each party agrees that money damages may not be an adequate remedy for distribution of a Non-Redistributable and that Xerox shall be entitled to equitable relief, including an injunction and specific performance, without posting a bond, in the event of such breach or threatened breach of this Agreement, in addition to any other remedies available to the Xerox at law or in equity.

D.    Upon expiration or termination of this Agreement for any reason, (i) the licenses granted hereunder and your access to the Xerox Developer Platform will immediately terminate; (ii) you must immediately cease all use of the Developer Resources and distribution of Applications; and (iii) you must destroy or upon Xerox's request return, all copies of the Developer Resources. Upon Xerox's written request, you shall provide written certify destruction or erasure of the Developer Resources. Notwithstanding the foregoing, if this Agreement is terminated by Xerox pursuant to Section 10(A), you may, for a period of six (6) months following the termination continue, subject to compliance with this Agreement, to use the SDK solely for the purpose of supporting applications distributed prior to the termination date. The termination or expiration of this Agreement does not terminate any licenses you granted to End-Users for Applications you created and distributed to End-Users in compliance with the terms of this Agreement prior to the effective date of such termination or expiration, and subject to the impact of any deactivation of your Registry Key, End-Uses may continue to use such licensed Applications.

11.  NO SOFTWARE TESTING, SUPPORT OR MAINTENANCE. Xerox has no obligation to provide any form of technical support, end user assistance, testing, maintenance, or updates to you or any other entity in connection with the Developer Resources under this Agreement. You are solely responsible for determining whether or not the Developer Resources are suitable in quality and performance for use in the Developed Applications.

12.  WARRANTY. Xerox warrants and represents that the software media on which the Developer Resources/any portion thereof is delivered to you by Xerox will be free from material defects for a period of forty-five (45) days from the date it is delivered to you by Xerox. Xerox' sole obligation under the warranty stated herein shall be, at its election and discretion, (a) to replace the media with new media which complies with such warranty or (b) to accept a return of the defective media and refund the license fee paid therefor, in which case the license(s) granted hereunder shall automatically terminate.

13.  WARRANTY DISCLAIMER. Xerox and its licensors do not warrant that the Developer Resources, the System, the Remotely Accessible Software, or any Test will meet your needs. The Developer Resources may not be supported by your equipment and/or configuration(s). Your use or application of the Developer Resources, the System, the Remotely Accessible Software, the Test and/or media provided to you hereunder is voluntary, at your sole discretion and risk, and should only be undertaken after your independent review of user guides and specification requirements for your hardware and software environment. NEITHER XEROX NOR ITS LICENSORS WARRANT THAT THE DEVELOPER RESOURCES, THE SYSTEM, THE REMOTELY ACCESSIBLE SOFTWARE, THE TEST, OR THE XEAN CONNECTION WILL BE FREE FROM ERRORS OR THAT ITS OPERATION WILL BE UNINTERRUPTED. XEROX DOES NOT REPRESENT OR WARRANT THAT YOU WILL HAVE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE ACCESS TO THE SYSTEM OR THAT SYSTEM AVAILABILITY WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE DEVELOPER RESOURCES THE SYSTEM, THE REMOTELY ACCESSIBLE SOFTWARE, THE TEST, THE XEAN CONNECTION, AND ANY SERVICES MADE AVAILABLE TO YOU IS AT YOURSOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE DEVELOPER RESOURCES, THE SYSTEM, THE XEAN CONNECTION, THE TEST, AND THE REMOTELY ACCESSIBLE SOFTWARE ARE SUPPLIED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF PERFORMANCE IN AN ERROR-FREE OR UNINTERRUPTED MANNER. THE LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, AND XEROX DISCLAIMS ANY AND ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. THE DEVELOPER RESOURCES MAY CONTAIN, OR BE MODIFIED TO CONTAIN, COMPUTER CODE CAPABLE OF AUTOMATICALLY DISABLING PROPER OPERATION OR FUNCTIONING OF THE DEVELOPER RESOURCES. SUCH DISABLING CODE MAY BE ACTIVATED (A) YOU BREACH ANY TERM OF THIS AGREEMENT, OR (B) YOUR LICENSE IS TERMINATED OR EXPIRES

14.  INDEMNITY. You will indemnify and hold Xerox harmless from any and all suits, claims, demands, losses, expenses, damages, causes of action or proceedings (including reasonable attorneys' fees incurred in connection with the foregoing) resulting directly or indirectly from (a) any alleged or actual breach by you of any of your obligations under this Agreement; (b) your use or distribution of Applications; and (c) Xerox' use of your data during any Test. You shall, at Xerox' option and your expense, intervene in or defend any such proceedings upon notice from Xerox, provided that Xerox promptly notifies you in writing of any action or claim, allows you, at your expense, to direct the defense, and gives you full information and reasonable assistance required to defend such suit, claim or proceeding at no out-of-pocket expense to Xerox.

15.  LIMITATION OF LIABILITY. IN NO EVENT WILL XEROX BE LIABLE TO YOU ANY LOSS, COST, DAMAGE, OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR NON-USE, OR YOUR RELIANCE ON THE DEVELOPER RESOURCES. IN ADDITION, IN NO EVENT SHALL XEROX BE LIABLE FOR (I) DIRECT DAMAGES IN EXCESS OF FIFTY US DOLLARS (US $50.00) ARISING OUT OF OR IN CONNECTION WITH THE DEVELOPER RESOURCES OR SERVICES OR (II) ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE OR DOWNTIME OF FACILITIES, EQUIPMENT, OR SERVICES, COSTS OF COVER, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF XEROX WAS ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS AND EVEN IF THE ABOVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE LIABILITY OF XEROX SHALL BE LIMITED IN ACCORDANCE WITH THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW IN SUCH CASES, XEROX'S LIABILITY HEREUNDER SHALL BE THE MINIMUM REQUIRED BY LAW.

16.  RELATIONSHIP OF THE PARTIES. The Parties agree that they are independent parties and that neither Party is authorized to make any commitment or representation on the other's behalf. In addition, any appointment of any Party or relationship of the Parties shall be on a non-exclusive basis. During the term of Agreement, should the term "partnership", "partner", or "marketing partner" be used to describe the relationship between the Parties, the Parties agree to make it clear to third parties that these terms refer only to the spirit of cooperation between the Parties and do not describe or create the legal status of partners or joint venturers.

17.  GOVERNMENT COMPLIANCE. Each Party will comply fully with all federal, state and local laws and regulations relating to its obligations under this Agreement

18.  ETHICAL STANDARDS. The conduct of each Party, its employees, and representatives shall conform to the highest ethical standards and shall reflect favorably on the good name and reputation of the other. Any failure on the part of either Party or that of its employees or representatives to conduct themselves in this manner as reasonably determined by the other Party shall be grounds for immediate termination of this Agreement. Breaches of this obligation shall include, but not limited to, acts involving dishonesty.

19.  U.S. GOVERNMENT RESTRICTED RIGHTS. The Developer Resources 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 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.

20.  NO ASSIGNMENT. This Agreement may not be assigned, nor may any of your obligations under this Agreement be delegated, in whole or in part, by you by operation of law, merger, or any other means without Xerox's express prior written consent and any attempted assignment without such consent will be null and void. The parties agree that each of the following events shall constitute an event of "assignment" subject to this Section: (a) a change in control, including without limitation to any affiliate or parent company of such party or (b) a sale or transfer of all or substantially all the assets of a party. To submit a request for Xerox's consent for an assignment, please send a notice to Xerox in accordance with Section 22.

21.  WAIVER/ SEVERABILITY.  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.  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.

22.  NOTICES. Any notices required or permitted hereunder will be in writing unless otherwise specified. All notices to you will be deemed given and effective when sent to the contact information provided by you in the Xerox Developer Program Application Form, and such information must be sufficient to insure proper receipt of such notices. You consent to receive notices by email and agree that any such notices that Xerox sends you electronically will satisfy any legal communication requirements. All notices to Xerox shall be sent by registered or certified mail, postage prepaid, return receipt requested, or by a national commercial express courier service that provides for tracking and delivery certification. Notices will be deemed to have been given when received. Notices to Xerox shall be addressed as set forth below:

23.  SURVIVAL. Any terms and conditions of this Agreement which by their nature extend beyond the Agreement termination or expiration remain in effect until fulfilled.

24.  GOVERNING LAW. This Agreement will be governed by the laws of the State of New York, without regard to its conflict of laws principles or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You agree that any dispute arising from or relating in any way to this Agreement 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. This Agreement is in the English language and this version of the Agreement shall be used when interpreting or construing this Agreement.

25.  EXPORT. 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 agree to comply with export requirements of the United State or of the country in which you reside. Without limiting the foregoing, you agree that neither the SDK nor API Developer Materials, in whole or in part, will be shipped, transferred or exported into any country or used in any manner prohibited by United States law or any other export laws, restrictions or regulations ("Export Laws"). You further agree that you will not, directly or indirectly, use, export, re-export, import, or transmit the SDK SDK, API Developer Materials or any Application or API Application except as authorized by the Export Laws.

26.  HEADINGS. The headings and titles of this Agreement are inserted for convenience only and shall not affect the construction or interpretation of any provision.

27.  EXHIBITS. The following Exhibits are attached hereto and incorporated by reference herein:

A.     Schedule 1: Integration As A Service Tools Terms of Use

B.     Schedule 2: SDK Contents

C.    Schedule 3: API Developer Materials

D.    Schedule 4: Developer Program Fees

SCHEDULE 1

Integration As A Service Tools Terms of Use

This Schedule sets forth the Terms of Use ("Terms") respecting access to and use the Xerox Developer Platform and the Integration As A Service Tools available through the Xerox Developer Platform (collectively the "Services").

1.     Subject to your to payment of the fees for Integration Services and compliance with the terms and conditions of this Agreement, Xerox grants you a personal, nonexclusive, nontransferable, nonsublicensable limited right to access and use the Services for your business operations and not for personal, household or family use or for resale or further distribution. Access to some features of Services the offered by Xerox may require registration with products supported by third parties ("Third Party Services") and acceptance of additional terms and conditions associated with such Third Party Services.

2.     USER ACCOUNTS

a.     To access and use the Services, you must create a user account. You must be at least 18 years of age create a user account. The creation of a user account requires that you provide Xerox with certain information including an email address, account user ID, account password and any other information requested or generated as part of the registration process ("User Account Information"). You agree to provide and maintain accurate User Account Information at all times that you maintain a user account. Xerox may verify the Account Information you provide. The user account created using and associated with your User Account Information is your Account. User accounts are created for named individuals and may not be shared. You are solely responsible for maintaining the confidentiality and security of your Account and for all activities resulting from the access to and/or use of the Services via your Account. You agree to promptly notify Xerox if you become aware of any unauthorized use of your Account or your User Account Information or any other breach of security. You agree to cooperate with Xerox's reasonable investigation of outages, security problems, and any suspected breach of the Agreement.

b.     You authorize Xerox and the providers of Third Party Services to use your User Account Information to communicate with you respecting the Services, and to send you information respecting service announcements and administrative messages. You agree to receive all terms and conditions, agreements, notices, disclosures, and other communications from Xerox electronically and such communications will have the same legal enforceability as if they were in hard copy. If you receive commercial email from Xerox and wish to discontinue these mailings, you may opt out of receiving those communications.

3.     PRIVACY, COOKIES, DATA ADMINISTRATION. By using Services, you acknowledge, agree and consent that the User Account Information provided as part of account creation may be shared by Xerox with our Affiliates, providers of Third Party Services, and our subcontractors. You also acknowledge, agree and consent to the processing of such User Account Information by Xerox authorized subcontractors, including without limitation, providers of Third Party Services and their subcontractors and affiliates, in order to provide maintenance and support services for the Services. By providing such information, you consent to the processing of your User Account Information on a global basis by Xerox, its affiliates, agents and subcontractors (including without limitation, providers of Third Party Services and their subcontractors and affiliates) for the purposes of administering the Services, to generate statistical information about the use of the Services, for internal research and development, and as otherwise described in this Agreement. For the purpose of developing, providing, operating, maintaining and/or improving Xerox products and services, associated functionality and the customer experience, you acknowledge and agree that Xerox and providers of Third Party Services, may use your User Account Information and cookies, embedded links and other commonly used data gathering tools to collect, compile, analyze, copy, publish, display and distribute, statistical data, trends and usage information respecting use of the Services. Your use of the Services and any data collected or used pursuant to this Agreement is subject to the Xerox privacy policy available at https://www.xerox.com/en-us/about/privacy-policy.

4.     CONTENT SUBMISSION. The Services permits users to collaborate, ask questions, find answers and share ideas regarding the adoption and use of and the development of customized applications and solutions using Xerox SDKs. You may submit messages, questions, comments, data, graphics, code snippets, software, and other information or materials ("Content") to the Services. You acknowledge and agree that users of the Services will be free to view and use any Content you provide and that you not to provide any Content that you deem confidential or proprietary. All Content that you submit or post to the Services must be your own or you must have the necessary licenses, rights, consents, and permissions under all patent, trademark, copyright or other proprietary rights to submit the Content and grant the licenses herein. By posting, uploading or otherwise submitting Content to the Services you grant Xerox and other users of the Services a perpetual, royalty-free, non-exclusive worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play, make available to the public, sublicense and exercise all copyright and publicity rights with respect to the Content.

5.     FEEDBACK. You may, but are not obligated to, provide any feedback, ideas, suggestions, or recommendations concerning the Developer Materials, EIP SDK, Services or in your Content regarding Xerox's technologies, products, solutions, or services ("Feedback"). Both parties agree that all Feedback is and shall be given entirely voluntarily and, even if designated as confidential, shall not create any confidentiality obligation for Xerox. Xerox and its affiliates shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback as they see f it, including incorporating it in Xerox's technologies, products, solutions, or services, without paying royalties and without any other obligations or restrictions of any kind. Without limiting the foregoing, if you provide any feedback or suggestions regarding the Third Party Services, you grant Xerox and the Third Party Provider an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you. You agree, not to provide Xerox with Feedback that is subject to license terms that require any Xerox product, technology, service or documentation incorporating or derived from such Feedback, or any Xerox intellectual property, to be licensed or otherwise shared with any third party.

6.     ADMINISTRATION. Xerox may need to disclose your User Account Information or your Content (i) to Xerox affiliates and authorized subcontractors in the course of developing, providing, managing, administering and improving the Services, (ii) when Xerox believes, in good faith, that disclosure is necessary to protect the rights of Xerox under this Agreement, protect the safety of others, investigate fraud or other illegal activity, or to law enforcement or government agency if required by a subpoena or other compulsory legal process; (iii) as required by law; and/or (iv) in the event of a merger, acquisition or reorganization of Xerox or a relevant portion of its assets, to the acquiring or surviving entity. For the purpose of developing, providing, operating, maintaining and/or improving Xerox products and services, associated functionality and the customer experience, you acknowledge and agree that Xerox may use your User Account Information and cookies, embedded links and other commonly used data gathering tools to collect, compile, analyze, copy, publish, display and distribute, statistical data, trends and usage information respecting use of the Services by you and your User Account.

7.     PROHIBITED CONDUCT

a.     You may not: (a) engage in any activity that interferes with, disrupts or attempts to gain unauthorized access to the Services, other user accounts, or servers, networks or products connected to or used in the Services; (b) use the Services to engage in conduct that (i) is unlawful, defamatory, libelous, invasive of another's privacy, threatening, abusive, harassing, hateful, racially or ethnically offensive, pornographic, obscene or otherwise objectionable; or (ii) infringes, misappropriates or misuses any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; ware device or the data residing on or passing through such software or hardware devices; (c) use the Services (i) to export any software or data in violation of applicable laws including U.S. laws; (ii) for unauthorized access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network; (iii) to plan or carry out any illegal activity or in a manner that violates any applicable law; (d) use the Services to post other people's personally identifying or confidential information, including but not limited to credit card numbers, Social Security Numbers, and driver's and other license numbers or to post information such as other people's passwords, usernames, phone numbers, addresses and e-mail addresses unless already publicly accessible on the Web; or (e) misrepresent your identity, appropriate the identity of another person, use deceptive means to generate revenue or traffic, or post materials whose primary purpose is marketing.

b.     You shall not and shall not authorize any third party to (i) use or provide access to the Services on a service bureau, outsourcing, renting, or time-sharing basis; or (ii) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile XAG or any part thereof or otherwise attempt to discover any source code, or use unauthorized versions of XAG. You agree not to access (or assist any third party to access) XAG by any means other than through the interface and method provided by Xerox.

c.     You acknowledge and agree that the Services contain proprietary information and material that is protected by applicable intellectual property and other laws and that all right, title and interest in and to all intellectual property rights in the Services except user Content are owned by, and any rights not expressly granted herein are reserved by, Xerox and its licensors..

8.     SUSPENSION. Xerox may suspend your Account and access to the Services without liability if (a) you fail, or Xerox reasonably believes that you have failed, to comply with any of the provisions of this Agreement, including, but not limited to engaging in any prohibited conduct (b) you don't cooperate with Xerox's reasonable investigation of any suspected violation of this Agreement; (c) Xerox reasonably believes that your account has been accessed or manipulated by a third party without your consent, (d) Xerox reasonably believes that suspension of your account is necessary to protect the Services or other user accounts or (e) suspension is required by law. Xerox will give you reasonable advance notice of a suspension under this paragraph and a chance to cure the grounds on which the suspension is based, unless Xerox determines, in its reasonable commercial judgment, that a suspension on shorter or contemporaneous notice is necessary to protect Xerox, the Services, or other users from significant operational or security risk.

9.     REMOTE VALIDATION ACCESS TERMS. As part of Integration As A Service Offerings, Xerox makes remote validation services available for the SDK

a.     Remote Validation Access. Xerox makes certain resources available through the Xerox Virtual Integration Center to provide a platform for you to conduct Integration & Validation testing. This Access is optional and provided for testing purposes only. Access is governed via xerox.com/developers using Service Requests. Xerox Virtual Integration Center resources are limited and Xerox may not be able to or provide access in response to every service request submitted. If granted, access to FreeFlow Print Server and certain EFI branded DFE hardware and/or a Xerox Extensible Interface Platform ("EIP")-enabled printing system hardware and related software (the "System") will be provided through the Xerox External Access Network (XEAN). Such access may not be utilized for any purpose other than remote software Integration & Validation; Testing Only. For avoidance of doubt, the Test and any remote software validation performed under this Agreement does not operate as and is not a substitute for the ConnectKey validation operation required for distribution of ConnectKey Apps.

b.     Test Status. While it is Xerox' current expectation that the System will be the current release, you acknowledge that the System may be a prior release, in a test status, not yet commercially available, and/or may incur operating difficulties beyond Xerox' expectations. You acknowledge that the System may not achieve any specified performance targets communicated to you prior to access. Final specifications and software versions are subject to change without notice. In the event that the System is in a test status and/or not yet commercially available, Xerox may, at is sole option, choose whether to make the system commercially available.

c.     Xerox Responsibilities. Xerox will be responsible for the following items during the Test:

         i.     Xerox will arrange and be responsible for, with no guarantee of continuous uptime, the availability of the System and the designated Xerox printers to be utilized for the Test. Xerox makes no guarantees that all printers that Xerox make commercially available will be accessible via remote access; only a limited number of printer models will be available for the Test.

        ii.     Xerox will be responsible for printer maintenance and supplies associated with the Test, including a limited amount of paper for printing. Xerox will not print entire print runs during the Test; only the minimum number of pages to satisfactorily complete the Test printed

       iii.     Xerox will provide secured network access through its Xerox External Access Network (XEAN) to the Xerox designated printers for the duration of the Test. Xerox will provide the XEAN Access capability using Cisco VPN technologies.

      iv.     Xerox will schedule all Tests depending on printer availability and demand via the Xerox Developer Platform (xerox.com/developers).

        v.     Xerox may have access to your confidential information during the Test. Xerox will use reasonable measures to protect your sensitive data, which is labeled as "confidential" or "proprietary" or with a word or words of similar meaning, and which is retrieved from a Test printer in the course of the Test, from unauthorized disclosure. Xerox shall disposition materials printed during the Test as it deems appropriate.

d.     Your Responsibilities. You will be responsible for the following items and associated costs during the Test:

         i.     Payment in full of subscription to fee based Integration As A Service Optional Tools via its online payment gateway as provided via appgallery.services.xerox.com / SDK Support App.

        ii.     Any site preparations, facility modifications and power, space, network and environmental requirements identified by Xerox, including without limitation the following

1.     Broadband internet access.

2.     Obtaining from Xerox and loading Xerox External Access Network (XEAN) Software. Your firewall must be configured to confirm with the XEAN configuration setting, including but not limited to opening the following ports: UDP Port 500, support of protocol UDP port 500, must allow protocol 50 and 51, protocol 50 Encapsulation Secure Payoload (ESP) http://www.ietf.org/rfc/rfc2406.txt, and Protocol 51 Authentication Header (AH) http://www.ietf.org/rfc/rfc2402.txt.

3.     An Internet connection for the use of remote access to the System during the duration of the Test.

4.     If you elect to install and use your Application on Xerox-provided equipment located in the Xerox facility, you will pay all related licensing fees associated with your application software and will indemnify Xerox from any and all claims made by any and all of your licensors. In addition, any software or virtual machine that you provide (i) must be configured in accordance with industry recognized information security best practices, including without limitation employing the most recent software updates and security patches available and appropriate firewall settings and (ii) must have been scanned to test for and mitigate any viruses, trojan horses, worms, or other malicious code using industry leading, up-to-date, commercially available anti-virus tools. You shall indemnify and hold Xerox harmless form any damages resulting from your failure to comply with this clause.

       iii.     You will provide (i) a primary representative who will be a dedicated interface to Xerox for purposes of the Test, and (ii) skilled operators who have attended Xerox training as set forth in this Section to operate the System and provide day-to-day feedback to Xerox. You are responsible for acquiring the training and subject matter expertise identified by Xerox, at your sole expense.

      iv.     You will note and record in writing all relevant information regarding the performance of the System and provide to Xerox on a timely basis such information as Xerox may reasonably request from time to time about your use of the System via such methods as, by way of example only, surveys, completed product performance, e-mail/web communications and weekly telephone conference calls.

        v.     Ensuring that at the start of the Test, all equipment that will be provided by you is at the specified revision level of hardware, software (host-/printer-resident), retrofit, firmware, and otherwise as specified by Xerox. You are responsible for ensuring that no additional software packages or hardware are installed on the System for the duration of the Test.

      vi.     Upon reasonable notice, coordinating access times for the System with Xerox for specific access time.

     vii.     Reasonable efforts to subject the System to as near normal workload as possible, and to cooperate in the identification, isolation, documentation and reporting of any and all problems encountered

    viii.     Utilization of the Developer Program Portal for technical issues, problems, or questions regarding the System.

      ix.     Participation in telephone conference calls when requested by Xerox throughout the Test to obtain general system observations, and participation in a survey after the completion of the Test.

10.  INTEGRATION VALIDATION. As part of Integration As A Service Offerings, Xerox makes remote validation services available for the API Developer Materials: access to a limited set of XSM data ("Sandbox") for use in initial validation of your API Application. If you wish Xerox to grant access to production data for your application, you must submit your API Application to Xerox for integration and validation. Xerox will determine, in its sole discretion, whether or not the API Application satisfies Xerox's integration and validation requirements. If Xerox validates the API Application, you will be granted access to production XSM data as appropriate.

11.  TERM AND TERMINATION. You may terminate this Agreement at any time by deleting your account. In addition, you acknowledge and agree that Xerox may delete your account and/or terminate this Agreement for breach on written notice if: (a) Xerox discovers that your User Account Information is materially inaccurate or incomplete, including, but not limited to, discovering that, if you are an individual, you were not at least 18 years old or otherwise did not have the legal capacity or authority to enter into this Agreement; (b) you fail to comply with any of the provisions of this Agreement and fail to remedy the non-compliance within ten (10) days of written notice; or (c) you have failed to comply with the provisions of this Agreement on more than one occasion, even if you cure each violation. Upon any deletion of your account and/or termination of this Agreement your right to access and use the Services immediately ceases. Sections of this Agreement that, by their terms, require performance after the termination or expiration of this Agreement will survive.

12.  DISCLAIMER

a.     You expressly agree that your use of, or inability to use, the Services is voluntary, at your sole risk. Xerox does not represent or warrant that your access to or the availability of the Services will be uninterrupted, completely secure or free from mistakes, errors, viruses or defects; or that it will be free of delays or disruption of network transmissions. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your content and/or products you acquired. Without limiting the foregoing, Xerox shall have no liability to you resulting from any loss, temporary unavailability, or inability to access the Services.

b.     Any information or materials, including Content submitted by users are provided on an "as is", "as available" basis without warranty of any kind, including any warranty or representation that they will meet your requirements or expectations. You are solely responsible for ensuring that any information and materials you obtain from the Services are appropriate for your uses. Xerox does not review or validate Content prior to posting on the Services; however, Xerox retains the right, but not the obligation, to remove any Content that Xerox deems inappropriate or violates the terms of this Agreement. XEROX DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICES OR ANY MATERIALS OR INFORMATION ON THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND XEROX DISCLAIMS ANY LIABILITY RELATING THERETO. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE,THE SERVICES IS AT YOUR SOLE RISK. XEROX DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

13.  LIMITATION OF LIABILITY. IN NO CASE SHALL XEROX, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES OR ANY MATERIALS OR INFORMATION OBTAINED FROM THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE ACCESS TO OR USE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, XEROX'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

14.  INDEMNIFICATION. BY ACCESSING OR USING THE SERVICES, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD XEROX HARMLESS FROM ANY CLAIMS ARISING IN ANY WAY OUT OF OR THROUGH THE USE OF YOUR ACCOUNT AND (a) ACCESS TO OR USE OF THE SERVICES; (b) BREACH OF THIS AGREEMENT; (c) VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION INTELLECTUAL PROPERTY, PROPERTY OR PERSONAL RIGHTS; OR (d) VIOLATION OF APPLICABLE LAW.

15.  REPRESENTATION. You represent that (a) you are at least 18 years old and (b) if you are acting on behalf of a legal entity, you have legal authority and entitlement to bind the entity to the terms of this Agreement.

16.  WAIVER & SEVERABILITY. Any failure by Xerox to enforce or exercise any provision of this Agreement or related rights shall not constitute a waiver of such provision or rights. Nothing in this Agreement shall affect your non-waivable rights. If any portion of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

SCHEDULE 2

SDK Contents

2022 BILL OF MATERIALS (BOM) 

NOTE: Prerequisite for installing the EIP SDK Setup.msi is .NET Framework 2.0 or higher
 

NOTE: Prerequisite for installing the EIP SDK Setup.msi is .NET Framework 2.0 or higher


 

SCHEDULE 3

MPS API DEVELOPER MATERIALS

SCHEDULE 4

Integration As A Service Tools Terms of Use

The initial license fee for each SDK listed in Schedule 2 is US $0.

The current renewal license fee for each SDK listed in Schedule 2 is US $0.

The current optional maintenance and support fee for (to be named hereafter as Integration As A Service) is as follows:

US $1,995.00, which if paid via Xerox online payment gateway and approved and awarded by Xerox Developer Program after Xerox SDK Discovery Session, Shall entitle You to:

.       10 hours of technical support and Integration using Service Requests via xerox.com/developers. The target response time is four (4) business hours initial response on the submitted Service Request. Xerox does not guarantee that it will be able to resolve all technical issues that may arise with Your use of the Xerox SDK(s).

.       Integration As A Service Tools via xerox.com/developers

.       Xerox Stack Overflow site for immediate Self Service, Questions and Answers

.       https://stackoverflow.com/c/xerox-developer

.       Xerox Slack site for Collaboration, Discussion with Xerox SDK Engineers

.       https://xeroxdeveloper.slack.com

Service and participation by Xerox is typically during normal business hours US Eastern Standard Time (8AM - 5PM) during the initial or current renewal term, as applicable. This technical support is personal to You and may not be assigned or transferred to Your customers or other third parties. Additional hours of technical support may be purchased. 

No refund shall be made for any unused hours of technical support, once SDK Support Purchase has been received and subsequently reviewed, approved, and made available by the Xerox Developer program.

The license fees due hereunder shall neither be prorated nor refunded in the event this agreement is terminated.

If you are interested in purchasing these this optional offering, or are interested in making a purchase, Please enter a feedback request via e-mail to xerox.global.developer.program@xerox.com.

Using the Xerox Developer Portal at xerox.com/developers will allow us to route your support request to the appropriate support personnel with the most efficiency.