The Software may include code developed by one or more third parties. Xerox warrants and represents that the software media on which the Software 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 is not responsible for any non-Xerox litigation expenses or settlements unless Xerox agrees to them in writing. To avoid infringement, even if not alleged, Xerox may, at its option, and at no charge to you, either obtain a license, provide a replacement for the Software or remove or request that you remove the Software. Xerox will not be liable for any infringement-related liability outside the scope of this section, including, without limitation, infringement based upon the Software being modified to your specifications or due to the Software being used in combination with equipment, software or supplies not provided by Xerox.
Notwithstanding any damages that you might incur, the entire liability of Xerox and its licensors under this Agreement and your exclusive remedy will be limited to the greater of the amount actually paid by you for the Software or U.
Xerox may terminate your license for the Software i immediately if you no longer use or possess the equipment with which the Software was provided or are a lessor of the equipment with which the Software was provided and your first lessee no longer uses or possesses it, ii upon the termination of any agreement under which you have rented or leased the equipment with which the Software was provided, or iii immediately in the event of a breach by you.
If terminated as provided above, you shall return to Xerox all copies of the Software, and remove same from all equipment into which such Software may have been loaded by you. The Software is 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 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.
In the event any provision hereof is declared by competent authority to be invalid, illegal or unenforceable under any applicable law, to the extent permissible under applicable law, any such invalid, illegal or unenforceable provision shall be deemed amended lawfully to conform to the intent of the Parties.
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. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to its choice of laws provisions, and disputes shall be adjudicated or otherwise decided in the forums therefor located in the State of New York.
You will not export or reexport the Software without appropriate United States or foreign government licenses or for any purpose prohibited by any applicable export control laws.
This Agreement constitutes the entire agreement between the parties in connection with the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties.
No amendment to or modification of this Agreement will be binding unless it is in writing and signed by a duly authorized representative of each of the parties. Equipment may be supported and serviced using data that is automatically collected by Xerox from Equipment via electronic transmission from the Equipment to a secure off-site location.
This data is used by Xerox or a designated servicer to support and service the Equipment, or for Xerox billing, supplies replenishment or product improvement purposes.
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