Xerox Web Document Submission Software WDSS User Manual

1. LICENSE GRANT

A. Xerox grants to customer (“you”) a non-exclusive, non-transferable license to:

(1) load the Web Document Submission software, together with any other software

components provided with Web Document Submission software, (“Licensed Software”)
in object code form onto a server located within your intranet;

(2) use the Licensed Software on the server within your intranet, subject to certain restrictions

set forth in Section 6.A. herein.

B. T itle to and ownership of the Licensed Software and any reproductions thereof will remain with

Xerox and its suppliers. You agree that those techniques, algorithms, and processes contained in
the Licensed Software constitute trade secret information or other protectable intellectual property
of Xerox or its suppliers and will be used by you only in accordance with the terms of this
Agreement.

C. You have no other rights, including without limitation, any intellectual property rights, to the

Licensed Software. This means that you may not create derivative works of the Licensed
Software, or attempt to alter, decompile disassemble, decrypt or reverse engineer the Licensed
Software. If you make a copy of the Licensed Software (i) it must be an exact reproduction of the
original and (ii) all copyright, restricted rights, and other proprietary information notices identical
to the notices appearing on the master copy, or any other notices required by Xerox or its licensors,
must appear on each copy. Only one such copy shall be in existence at any moment and that copy
shall be used solely for archival and system recovery purposes.

SOFTWARE LICENSE AGREEMENT

(Site License Version)

D. You shall not sell, rent, lease, modify, or translate the Licensed Software or operate any

component thereof for the benefit of any third party (including, without limitation, operating a time
share or application service provider (ASP)), other than for your Internal Business Use.

E. “Internal Business Use” means uses internal to the operations of your business and for your

customers and not for you to provide services to a third (including on a time sharing, service
bureau or other ASP basis).

2. FEES

A. You agree to pay the license fees, plus any applicable taxes, for the Licensed Software as set forth

in the invoice you will receive from Xerox. You agree to pay such fees within thirty (30) days
after the date of each invoice, payable in U.S. Dollars. Interest shall accrue on any delinquent
amounts owed by you hereunder at the rate of one and one-half percent (1.5%) per month, or the
maximum rate permitted by applicable law, whichever is less.

3. WARRANTY

A. For a period of ninety (90) days from the date the Licensed Software is delivered to you, the

Licensed Software will substantially conform to the functionality described in the accompanying
documentation.

B. The Licensed Software is not warranted to be free from error, or to operate uninterruptedly.

C. If, during the 90-day warranty period, you notify the party who licensed 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. If a refund is made, you will deliver to the refunding party the
Licensed Software, and certify to that party that you have de-installed the Licensed Software and

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erased or destroyed all copies. Any fees paid by you for implementation and customization
services will not be refunded.

D. THE EXPRESS WARRANTY SET FORTH IN SECTION 3.A IS IN LIEU OF, AND

XEROX AND ITS SUPPLIERS DISCLAIM, ALL OTHER EXPRESS AND IMPLIED
WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT.

E. All warranties and representations made by persons other than Xerox, including, but not limited to,

distributors, dealers and other resellers of Xerox, are also disclaimed by Xerox. You agree that
you will look only to the party offering any such warranty or representation.

F. T he express warranty set forth in Section 3.A will be void if you fail to properly use the Licensed

Software in the appropriate computing environment, as specified in the accompanying
documentation.

4. SOFTWARE SUPPORT

Xerox will provide support for the Licensed Software (“Software Support”) as follows:
A. Definitions:

(1) “Major Release” and “Major Upgrade” shall mean a release of the Licensed Software,

which provides significant additional value or utility to the Software.

(2) “Minor Release” and “Minor Upgrade” shall mean a release of the Licensed Software

other than a Major Release.

(3) “Patch” shall mean a fix or workaround for a customer identified Licensed Software

defect which corrects, avoids or provides a workaround for such defect.

(4) “Severe Software Problem” shall mean a Licensed Software defect which substantially

reduces the reliability or functionality of the Licensed Software or rend ers unusable the
CPU in which the Licensed Software is loaded.

B. Software Support for the Licensed Software is contingent upon you having in effect a valid license

with Xerox to use the Licensed Software.

C. Software Support shall be available for 1 year from the latter of the install date of the Licensed

Software or the date of this Agreement and is subject to renewal upon the mutual agreement of
both parties. To continue to receive Software Support, you must have in effect a valid Support and
Maintenance Agreement.

D. You agree to pay Xerox the fees specified on any invoice for Software Support in U.S. Dollars.

Such fees will be due within thirty (30) days after the date of such invoice. Such fees are exclusive
of any local, state or federal sales, use or any other applicable taxes, the payment of which are your
responsibility.

E. Support communications may be effected by telephone, mail (including e-mail) or fax.

F. Major Releases and Major Upgrades are subject to additional fees.

G. At your request, Xerox may perform modifications to or customization of the Licensed Software

(collectively, the “Xerox Modifications”). Xerox is not required to perform such Xerox
Modifications and may decline to perform any such Xerox Modifications. If Xerox elects to
perform modifications to or customization of the Licensed Software, such Xerox Modifications are

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