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<br /> Terms and Conditions
<br /> INTRODUCTION: each such extra-long print,in addition to registering one(1)print on either the Color
<br /> 1.NEGOTIATED CONTRACT. The Products are subject solely to the terms in the Impressions meter(in the case of a color print)or the Black Impression meter(in the
<br /> Negotiated Contract identified on the face of this Agreement,and,for any option you case of a B&W print).
<br /> have selected that is not addressed in the Negotiated Contract,the then-current 5.FREEFLOW LICENSE.The following terms apply to Xerox FreeFlow Print Server
<br /> standard Xerox terms for such option. /DocuSP software included in Base Software("FreeFlow Base Software")and/or
<br /> GOVERNMENT TERMS: Application Software identified as Xerox FreeFlow software.(including,but not limited
<br /> 2. REPRESENTATIONS & WARRANTIES. This provision is applicable to to,FreeFlow Makeready and FreeFlow Process Manager)(collectively,"FreeFlow
<br /> governmental entities only. You represent and warrant, as of the date of this Application Software"),and are additive to and supplement those found elsewhere in
<br /> Agreement,that:(1)you are a State or a fully constituted political.subdivision or agency the Agreement. FreeFlow Base Software and FreeFlow Application Software are
<br /> of the State in which you are located and are authorized to enter into,and carry out, collectively referred to as"FreeFlow Software."
<br /> your obligations under this Agreement and any other documents required to be 1. FreeFlow Software may include and/or incorporate font programs ("Font
<br /> delivered in connection with this Agreement(collectively,the"Documents");(2)the Programs")and other software provided by Adobe Systems Incorporated("Adobe
<br /> Documents have been duly authorized,executed and delivered by you in accordance Software"). You may embed copies of the Font Programs into your electronic
<br /> with all applicable laws,rules,ordinances and regulations(including all applicable laws documents for the purpose of printing and viewing the document. You are responsible
<br /> 1 governing open meetings,public bidding and appropriations required in connection with for ensuring that you have the right and are authorized by any necessary third parties to
<br /> this Agreement and the acquisition of the Products)and are valid, legal, binding embed any Font Programs in electronic documents created with the FreeFlow
<br /> agreements,enforceable in accordance with their terms;(3)the person(s)signing the Application Software. If the Font Programs are identified as"licensed for editable
<br /> Documents have the authority to do so,are acting with the full authorization of your embedding" at www.adobe.com/type!browser/legal/embeddingeula, you may also
<br /> governing body and hold the offices indicated below their signatures,each of which are embed copies of those Font Programs for the additional purpose of editing your
<br /> genuine; (4) the Products are essential to the immediate performance of a electronic documents. No other embedding rights are implied or permitted under this
<br /> governmental or proprietary function by you within the scope of your authority and will license.
<br /> be used during the Term only by you and only to perform such function;and(5)your 2. You will not,without theprior written consent of Xerox and its licensors:(a)alter the
<br /> payment obligations under this Agreement constitute a current expenseand not a debt digital configuration of the FreeFlow Software,or solicit others to cause thesame,so as
<br /> under applicable state law and no provision of this Agreement constitutes a pledge Of to change the visual appearance of any of the FreeFlow Software output;(b)use the
<br /> your tax or general revenues,and any provision that is so construed by a court of FreeFlow Software in any way that is not authorized by the Agreement;(c)use the
<br /> competent jurisdiction is void from the inception of this Agreement. embedded code within the FreeFlow Software outside of the Equipment on which it Was
<br /> 3.FUNDING.This provision is applicable to governmental entities only.You represent installed or in a stand-alone,time-share or service bureau model; (d)disclose the
<br /> and warrant that all payments due and to become due during your current fiscal year results of any performance or benchmark tests of the FreeFlow Software;(e)use the
<br /> are within the fiscal budget of such year and are included within an unrestricted and FreeFlow Software for any purpose other than to carry out the purposes of the
<br /> unencumbered appropriation currently available for the purchase/maintenance of the Agreement;or(f)disclose or otherwise permit any other person or entity access to the
<br /> Products,and it is your intent to use the Products for the entire term and to make all object code of the FreeFlow Software.
<br /> payments required under this Agreement. If(1)through no action initiated by you,your 3. FreeFlow Process Manager contains Oracle Database Express Edition database
<br /> legislative body does.not appropriate funds for the continuation of this Agreement for software and documentation licensed from Oracle America,Inc.("Oracle"). Oracle
<br /> any fiscal year after the first fiscal year and has no funds to do so from other sources, grants you a nonexclusive,nontransferable limited license to use Database Express
<br /> and(2)you have made a reasonable but unsuccessful effort to find a creditworthy Edition for purposes of developing,prototyping and running your applications for your
<br /> assignee acceptable to Xerox in its sole discretion within your general organization who own internal data processing operations. Database Express Edition may be installed
<br /> can continue this Agreement, this Agreement may be terminated.To effect this on a multiple CPU server,but may only be executed on one processor in any server.
<br /> termination,you must,at least 30 days prior to the beginning of the fiscal year for which Upon not less than 45 days prior written notice,Xerox and/or its licensors may,at their
<br /> your legislative body does not appropriate funds, notify Xerox in writing that your expense, directly or through an independent auditor,audit your use of FreeFlow
<br /> legislative body failed to appropriate funds and that you have made the required effort Process Manager and all relevant records not more than once annually. Any such
<br /> to find an assignee.Your notice must be accompanied by payment of all sums then audit will be conducted at a mutually agreed location and will not unreasonably interfere
<br /> owed through the current year under this Agreement and must certify that the canceled with your business activities.
<br /> Equipment is not being replaced by equipment performing similar functions during the 4. The Copyright Management feature of FreeFlow Makeready("FFCM")contains the
<br /> ensuing fiscal year.You will return the Equipment,at your expense,to a location optional Copyright Clearance Center,Inc.("CCC")copyright licensing services feature
<br /> designated by Xerox and,when returned,the Equipment will be in good condition and of FFCM("CCC Service'). If this option is ordered,you will comply with any applicable
<br /> free of all liens and encumbrances.You will then be released from any further payment terms and conditions contained on the CCC website,www.copyright.com,and any
<br /> obligations beyond those payments due for the current fiscal year(with Xerox retaining other rights holder terms governing use of materials,which are accessible in FFCM. If
<br /> all sums paid to date). CCC terminates Xerox's right to offer access to the CCC Service through FFCM,Xerox
<br /> SOLUTION/SERVICES: may,upon written notice and without any liability to you,terminate your right to access
<br /> 4.EXTRA LONG PRINTS. The following Equipment model(s), V180P may now,or in the CCC Service through FFCM. THE CCC SERVICE IS PROVIDED"AS IS,"
<br /> the future,have extra-long print capability,which is the ability to produce a print that is WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED. XEROX
<br /> longer than 491mm. Maximum print length may vary by model. The meters for DISCLAIMS ALL IMPLIED WARRANTIES,INCLUDING WITHOUT LIMITATION THE
<br /> Equipment with extra-long print capability will register the following,as applicable:(i)for IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND
<br /> impressions greater than 491 mm, up to and including 661mm, the Extra Long FITNESS FOR A PARTICULAR PURPOSE. You Will defend and indemnify Xerox from
<br /> Impressions meter will register two(2)prints for each such extra-long print,in addition any and all losses,claims,damages,fines,penalties,interest,costs and expenses,
<br /> to registering one(1)print on either the Color Impressions meter(in the case of a color including reasonable attorney fees,arising from or relating to your use of the CCC
<br /> print)or the Black Impressions meter(in the case of a B&W print);(ii)for impressions Service.
<br /> greater than 661mm,up to and including 877mm,the Extra Long Impressions meter will 5. If you install FreeFlow Application Software on a computer that you supply,the
<br /> register three(3)prints for each such extra-long print,in addition to registering one(1) following terms apply: (a)Xerox will only be obligated to support FreeFlow Application
<br /> print on either the Color Impressions meter(in the case of a color print)or the Black Software if it is installed on hardware and software meeting Xerox's published
<br /> Impression meter(in the case of a B&W print);(ii)for impressions greater than 877mm, specifications(collectively"Workstation"); (b)IF YOU USE FREEFLOW APPLICATION
<br /> up to and including 1,083mm,the Extra Long Impressions meter will register four(4) SOFTWARE WITH ANY HARDWARE OR SOFTWARE OTHER THAN A
<br /> prints for each such extra-long print,in addition to registering one(1)print on either the WORKSTATION,ALL REPRESENTATIONS AND WARRANTIES ACCOMPANYING
<br /> Color Impressions meter(in the case of a color print)or the Black Impression.meter(in SUCH FREEFLOW APPLICATION SOFTWARE WILL BE VOID AND ANY
<br /> the case of a B&W print);and(iv)for impressions greater than 1,083mm,up to and SUPPORT/MAINTENANCE YOU CONTRACT FOR IN CONNECTION WITH SUCH
<br /> including 1,299mm,the Extra Long Impressions meter will register five(5)prints for FREEFLOW APPLICATION SOFTWARE WILL BE VOIDABLE AND/OR SUBJECT TO
<br /> WS N03817 10/6/2017 09:16:55 Confidential-Copyright®2008 XEROX CORPORATION.All rights reserved. Page 4 of 5
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