Terms of Use
Xerox Workplace Cloud
Terms of Service Agreement
Version: 5.7; Effective November 2021
Welcome to the Xerox Workplace Cloud platform. These Terms of Service (these “Terms”) govern Your rights and responsibilities when accessing and using the services made available by Xerox Corporation and/or its direct and indirect subsidiary companies (“Xerox”) through the Xerox Workplace Cloud platform (collectively the “Services”).
PLEASE READ THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (“You”) AND XEROX (“Xerox”, “we”, “us”, or “our”). IF YOU DO NOT AGREE TO BE BOUND TO THESE TERMS, YOU SHOULD NOT ACCEPT THESE TERMS, CREATE AN ACCOUNT, OR USE THE SERVICE IN ANY MANNER. BY CREATING AN ACCOUNT OR ACCESSING OR USING THE SERVICE YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND OUR PRIVACY STATEMENT.
If You are accepting these Terms 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 these Terms on behalf of and to bind such legal entity to these Terms.
Schedule One of these Terms sets forth the rights and responsibilities when establishing a User Account and accessing and using the Services under a User Account. If You are using the Services to access or use printing devices and cloud-based printing solutions and services that are managed or controlled by a business, organization or other entity, Schedule One of these Terms govern access and use of the Services.
Schedule Two of Terms describes the rights and responsibilities in creating and maintaining a Company Account and accessing, managing, and using Services associated with a Company Account. If You have purchased Xerox Workplace Cloud Services from Xerox, Schedule Two of these Terms govern access and use of the Services.
We may update these Terms from time to time. If we make a material change to the Terms, we will provide You with reasonable notice prior to the date the material change takes effect; provided however, we may not be able to provide prior notice of material updates to these Terms due to changes in laws, regulations, treaties and conventions. Notice of material updates will be made either by a message displayed when accessing the Services or emailing the email address associated with Your User Account or Company Account, as applicable. You can review the most current version of these Terms at any time by visiting the Terms of Use link found at the bottom of the Xerox Workplace Cloud Login page. Your continued access or use of the Service following the effective date of the revised Terms, shall constitute Your acceptance of the revised Terms. If at any time You do not agree to the Terms, You must stop using the Service.
These Terms, including Schedules One and Two and any attachments, set forth the entire understanding and agreement between You and Xerox relating to its subject matter. This Agreement is independent of any agreements between You and Xerox for any other goods or services and neither this Agreement nor such other agreements shall be or be deemed modified, supplemented or superseded by virtue of the other. All notices to Xerox relating to this Agreement will be deemed given when sent by you to the following email address: xmpcsecurity@xerox.com.
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.
If you are located in the United States, this Agreement shall be governed and interpreted in accordance with the laws of the State of New York, USA, without regard to its conflict of laws principles. You agree that any dispute arising from or relating in any way to this Agreement or Your use of the Services 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. If You are located outside the United States, this Agreement shall be governed and interpreted in accordance with the laws of the country, state, province or other jurisdiction in which Your principal place of business is located. To the maximum extent permitted by local law, any claim related to this Agreement must be filed within one year of the claimant first becoming aware of the claim. If it is not filed within that time, then the claim is permanently barred.
SCHEDULE ONE – USER ACCOUNTS
This Schedule One sets forth the terms and conditions governing creating a User Account and the access to and use of the Services under a User Account. If You have purchased Xerox Workplace Cloud Services from Xerox and have or are creating a Company Account, Schedule Two of these Terms governs access and use of the Services using a Company Account. Capitalized terms used in this Schedule One which are not defined contextually within these terms have the meanings set forth in Section 11 of this Schedule One.
1. Scope and License.
a. You must establish and maintain a user account on the Xerox Workplace Cloud platform (a “User Account”) to access printing devices and cloud-based printing solutions and services (“Printing Resources”) that may be made available by a Xerox Workplace Cloud Customer (“XWC Customer”). An XWC Customer is any third party that has acquired Services from Xerox and uses the Services to make Printing Resources that it owns, manages, and/or controls available to its authorized users. Each user account that an XWC Customer invites or permits to access and use its Printing Resources is an authorized user of that XWC Customer. A User Account may be an authorized user of Printing Resources of more than one XWC Customer.
b. Subject to the terms of this Schedule One and You maintaining a User Account, Xerox grants You a limited, non-assignable and nonexclusive right to access and use the Services for Your own use solely as permitted by these Terms. You may not assign, sell, transfer, rent, loan, or sublicense Your User Account or right to use the Services, by timesharing, service bureau, networking or any other means, and any attempt to do so shall be null and void. You agree not to access (or assist any third party to access) the Services by any means other than through the interface and method provided by Xerox.
2. User Account.
a. Using the Services requires creation of a User Account. When creating a User Account You will be asked to provide Your email address and an account user ID, if different than Your email address, and to create a password (collectively the “User Account Information”). You agree to provide and maintain accurate and true User Account Information at all times that You maintain Your User Account.
c. You authorize Xerox to use Your User Account Information to communicate with You respecting the Service, and to send You any notices under these Terms, information respecting service announcements, and administrative messages. You agree to receive all notices, disclosures, and other communications from Xerox under these Terms 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. Security and Data Privacy
a. Xerox may request and/or collect Personal Data in connection with the creation and maintenance of Your User Account and Your use of the Services. Any such Personal Data requested and/or collected by Xerox is collected, processed, and protected by Xerox as described in the Xerox Privacy Statement at https://www.xerox.com/en-us/about/privacy-policy, which You hereby acknowledge.
b. We may disclose Your User Account Information, Content, and/or Usage Information (as defined below): to our affiliates, subcontractors and agents acting on our behalf in the course of developing, providing, managing, administering and improving the Services. In addition, Xerox (and its affiliates, subcontractors and agents acting on our behalf) may disclose Your User Account Information, Content, and/or Usage Information: (A) when a good faith belief exists that disclosure is necessary to protect the rights of Xerox or its affiliates, subcontractors and agents under this Agreement, to protect the safety of others, or to investigate fraud, cybercrime, or other illegal activity; (B) to law enforcement, government agency, or other third-party if required by a subpoena or other compulsory legal process; (C) as required by law; and/or (D) in the event of a merger, acquisition or reorganization of Xerox or a relevant portion of its assets, to the acquiring or surviving entity.
c. Xerox warrants that it has implemented and will maintain technical and administrative security measures designed to protect Content You submit to the Service from unauthorized access, use or disclosure. However, Xerox makes no representation or warranty as to the adequacy or suitability of the Service for processing Content containing material subject to Applicable Laws related to the protection, transfer, security or processing of Personal Data or other protected data. You are solely responsible for determining the suitability of for Your use in view of (i) the Content You submit to the Services and (ii) the security policies and practices of the XWC Customer and the Printing Resources to which You direct the Content. You agree that You will comply with all Applicable Laws with respect Content You submit to the Services, including making any required notifications to, or obtaining required consents from, third parties in relation to the processing of Content by Xerox or an XWC Customer.
d. By submitting, uploading, or transmitting Content to the Services You acknowledge and agree that Content may be transmitted through public or private Internet-based, third party computing resources, infrastructure and telecommunications networks (“Internet Resources”) that are not operated or controlled by Xerox. You acknowledge that Internet Resources may be insecure and agree that Xerox is not liable for any changes to, interception of, or loss of Content while using Internet Resources. In addition, by submitting, uploading, or transmitting Content to the Services You authorize and consent to the hosting, processing and transmission of Content and User Account Information on a global basis by Xerox, its affiliates, agents and subcontractors for the purposes of providing, maintaining, updating, and improving the Service. Without limiting the foregoing, You acknowledge that Xerox may transfer, store and process Your Content and User Account Information outside of Your country or the country of origin for the purpose of providing the Services. More information on security and how data is stored and transmitted within the Services can be found in the Xerox Workplace Cloud Security Guide.
4. Your Content
a. You are responsible for all Content submitted to the Services using Your user account. As between You and Xerox, You retain all right, title, and interest in and to any Content You submit to the Services. You authorize Xerox and its affiliates, subcontractors, and agents and those XWC Customers to whom you have directed Content to collect, use, process, and transmit Content (1) to provide the Services you request and (2) as necessary for (i) detecting, preventing, investigating and addressing security incidents or unlawful use of the Services, (ii) preventing and addressing service or technical problems and (iii) maintaining, updating, and improving the Service, and (3) to generate statistical information about the use of the Services. You hereby grant Xerox worldwide, non-exclusive, royalty-free, sublicensable, limited term license to access, use, process, copy, distribute, perform, export, and display Your Content as reasonably necessary for the foregoing.
b. You represent and warrant that You own, have or have obtained all necessary licenses, rights, consents, and permissions under all Applicable Laws (without limitation rights, permissions and/or legally sufficient consents respecting any Personal Data contained in the Content), to grant the rights and permission to Xerox and its subsidiaries, affiliates, subcontractors, and agents to collect, use, process, and transmit and process Content in accordance with the documentation for the Services and as set forth in these Terms.
5. Services
a. You acknowledge that the submission of Content to the Services is for the express purpose of accessing Printing Resources provided by an XWC Customer and that by using the Services to access or use Printing Resources, You are directing us to transmit the Content and Your email address to such XWC Customer. You acknowledge that Your email address associated with Your User Account will be disclosed to the XWC Customer for the purpose of processing Your Content and its internal management and administrative purposes. You consent to Xerox and Services transmitting Content and Your e-mail address to the XWC Customer in accordance with Your request and direction. By using the Services You acknowledge and agree that: (i) the Content is received and processed by the Services under Your control, and (ii) Xerox is transmitting the Content for processing by the XWC Customer at Your direction.
b. The Services collect information concerning Your usage, including the location and types of printing devices You use, the file names of Content submitted, print job properties (e.g., mono/color, simplex/duplex, number of pages) and information about the volume and frequency of Your use of the Printing Resources and Services (collectively “Usage Information”) Usage information does not monitor or analyze the contents of Your Content. XWC Customers have access to Your Usage Information for Content submitted to their Printing Resources.
c. You acknowledge and agree that: (i) XWC Customer offering use of Printing Resources operate independently of Xerox and are not an agent or representative of Xerox; (ii) the configuration and settings, including without limitation security and access controls, of the Printing Resources and their use of the Services are determined and managed solely by the XWC Customer. You are solely responsible for determining whether the XWC Customer provides appropriate security, privacy, and confidentiality safeguards for Your Content.
d. AS BETWEEN US AND THE XWC CUSTOMER, YOU AGREE THAT IT IS SOLELY THE RESPONSIBILITY OF THE XWC CUSTOMER TO (A) INFORM YOU OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS OR CONFIGURATION OF THE PRINTING RESOURCES THAT MAY IMPACT THE PROCESSING OF CONTENT; (B) ENSURE THAT THE TRANSFER AND PROCESSING OF CONTENT PROVIDED BY THE XWC CUSTOMER IS LAWFUL; AND (C) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU RELATING TO OR BASED ON THE XWC CUSTOMER’S ACCESS TO OR PROCESSING OF YOUR CONTENT. XEROX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE ADEQUACY OR SUITABILITY OF DATA SECURITY, PRIVACY AND CONFIDENTIALITY SAFEGUARDS PROVIDED BY XWC CUSTOMERS OR PRINTING RESOURCES. ANY AND ALL LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS TO OR USE OF PRINTING RESEOURCES OR PROCESSING OF YOUR CONTENT BY XWC CUSTOMERS.
6. Prohibited Conduct.
You may not, and will not allow any third party to: (a) engage in any activity that interferes with, disrupts or attempts to gain unauthorized access to the Services, User Accounts, or any XWC Customer’s systems or Printing Resources; (b) use the Services to (i) violate, or encourage the violation of, the legal rights of others; to engage in, promote or encourage illegal activity; (ii) for any unlawful, invasive, infringing, defamatory or fraudulent purpose; (iii) to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; (c) use the Services to export any software or data in violation of applicable laws; (d) conduct any unauthorized audit, probe, testing or assessment of the security of the Services. You further agree that You will not share Your User Account or User Account Information with or transfer Your User Account to a third party or use the Services on behalf of or for the benefit of any entity or person who is legally prohibited from using the Services.
7. Suspension and Termination.
a. Xerox may suspend Your User 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; (b) You don't cooperate with Xerox’s reasonable investigation of any suspected violation of this Agreement; (c) Xerox reasonably believes that Your User 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 (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 of the Services from imminent and significant operational or security risk. Upon any suspension of Your Account, Your right to access and use the Services immediately ceases.
b. You may terminate this Agreement at any time by requesting that Xerox delete your User Account. In addition, 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 did not have the legal capacity to enter into the Agreement; or (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. Upon any deletion of Your User Account and/or termination of this Agreement Your right to access and use the Services, immediately ceases.
8. Warranty and Disclaimer.
a. You represent that (a) You are at least sixteen (16) years old. Each party represents and warrants that it has validly entered into these Terms and has the legal power to do so and that the execution, delivery, and performance in accordance with the Terms of this Schedule One does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
b. Xerox does not represent or warrant that access to or the availability of the Services or Your User Account will be uninterrupted, completely secure, or 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 Content. Without limiting the foregoing, Xerox shall have no liability to You resulting from any loss, temporary unavailability, or inability to access the Services or Your User Account.
c. THE SERVICE IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED ELSEWHERE IN THIS SCHEDULE ONE, XEROX (I) MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE AND (II) EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. LIMITATION OF LIABILITY.
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST BUSINESS OPPORTUNITY, LOST PROFITS OR REVENUES, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND HOWEVER CAUSED, AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE ABOVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF XEROX ARISING OUT OF OR RELATED TO THE TERMS OF THIS SCHEDULE ONE EXCEED FIFTY US DOLLARS ($50.00). THE LIMITATIONS OF LIABILITY SET FORTH HEREIN MAY NOT APPLY IN CERTAIN JURISDICTIONS AND THUS MAY NOT APPLY TO YOU; IN SUCH CASES, XEROX'S AND ITS LICENSORS' LIABILITY HEREUNDER SHALL BE THE MINIMUM REQUIRED BY LAW.
10. INDEMNIFICATION.
BY CREATING A USER ACCOUNT AND ACCESSING OR USING THE SERVICES THROUGH A USER ACCOUNT, 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 USER ACCOUNT AND (a) ACCESS TO OR USE OF THE SERVICES IN BREACH OF THE TERMS OF THIS SCHEDULE ONE; (b) VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION INTELLECTUAL PROPERTY, PROPERTY OR PERSONAL RIGHTS; OR (c) VIOLATION OF APPLICABLE LAW.
11. Definitions.
“Applicable Laws” means all applicable local, state, national, and international laws, regulations, treaties and conventions, including, without limitation, those related to data privacy and data transfer, data security, electronic communications, intellectual and proprietary rights, and the exportation of technical information or Personal Data.
“Content” means any and all data, data files, documents, graphics, messages, photographs, images, text, and/or other information or materials that You submit to the Services. As used herein “Submit” includes submitting, uploading, transmitting or otherwise making the Content available to the Services.
"Personal Data" means personal data as that term or similar terms are defined by applicable privacy and data protection laws, including, without limitation, any information that could reasonably be used to identify living person, including but not limited to his or her name, address, e-mail address, payment card number, telephone number etc.
“Privacy Statement” means the Xerox privacy statement found here which is incorporated into and forms a part of these Terms.
SCHEDULE TWO – COMPANY ACCOUNTS
This Schedule Two sets forth the terms and conditions governing the creation and maintenance of a Company Account and accessing, managing, and using the Services You acquired from Xerox. Capitalized terms used in this Schedule Two which are not defined contextually within these terms have the meanings set forth in Section 14 of this Schedule Two.
1. Scope.
a. You must establish and maintain a Company Account on the Xerox Workplace Cloud platform to access and use Xerox Workplace Cloud Services acquired from Xerox. A Company Account enables You to manage printing devices and cloud-based printing solutions and services (“Printing Resources”) and make such Printing Resources available to Authorized Users (defined below). The scope of Your rights to access and use of the Service under a Company Account varies with the type of subscription model (e.g., per printer or per print job) to use Xerox Workplace Cloud Services You acquire. You must have valid, unexpired subscription to the Services associated with Your Company Account to access and use of the Services.
b. You use of some Services may be subject to additional terms specific to that Service product as set forth in the Service-Specific Terms attached to this Schedule Two. By accessing or using a Service covered by Service-Specific Terms, you also agree to the Service-Specific Terms.
2. Company Account.
a. You must establish and maintain a Company Account on the Xerox Workplace Cloud platform to access and use Xerox Workplace Cloud Services acquired from Xerox. If You create or establish a Company Account (i) using an email domain of Your employer or other organization or legal entity with which you are associated or (ii) on behalf of an organization or legal entity (each an “Acquiring Organization”), You agree that the Acquiring Organization is the owner of the Customer Account. As used in this Schedule Two “You” and “Your” will refer to the Acquiring Organization. You represent and warrant that You are acting as an agent of the Acquiring Organization with the authority to Create the Customer Account and accept these Terms on behalf of the Acquiring Organization.
b. Creating of a Company Account requires the provision of Your email address and the name of the company, organization or entity associated with the Company Account (“Account Information”). The email address associated with the Company Account is Company Representative for the Company Account. You agree to provide and maintain accurate, current, and complete contact information, including email address, for the Company Representative.
c. You are solely responsible for maintaining the confidentiality and security of Your Company Account and Your Account Information and for all activities resulting from the access to and/or use of Your Company Account or Account Information. Xerox is not responsible for any losses arising from the unauthorized use of Your Company Account or Account Information. You agree to promptly notify Xerox if You become aware of any unauthorized use of Your Company Account or suspect that Your Account Information has been compromised. You agree to cooperate with Xerox's reasonable investigation of any suspected breach of these Terms associated with Your Company Account or Account Information.
d. You authorize Xerox to communicate with You respecting the Service, and to send any notices under these Terms, information respecting service announcements, and administrative messages to You through the Company Representative. You agree to receive all notices, disclosures, and other communications from Xerox under these Terms 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. Authorized Users.
a. An Authorized User is a Xerox Workplace Cloud platform user account that You permit, such as through an allowed list or the provision of Your Company Code to access and use your Printing Resources. You may create Xerox Workplace Cloud platform user accounts for or on behalf of Your Authorized Users. When You create a user account for or on behalf of an Authorized User, You will be providing Xerox with the email address and an account user ID, if different than the email address, for each account you create (the “User Account Information”). You agree to provide accurate and true User Account Information when creating user accounts. You agree that You will not create a user account for any Authorized User that is national or resident of any embargoed or terrorist-supporting country or is on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list.
b. If You create a user account for or on behalf of an Authorized Users You agree to inform such Authorized Users of, and obtain their acknowledgement and agreement of, the terms and conditions governing their access to and use of the Services under their User Account consistent with the terms set forth in Schedule One to these Terms. You represent and warrant that you have provided and obtained legally sufficient notice to and/or consent from your Authorized Users for Xerox and its partners to collect the User Account Information, including without limitation, any Personal Data, as described in this Agreement. Personal data is collected, processed and protected by Xerox as described in the Xerox Privacy Statement at https://www.xerox.com/en-us/about/privacy-policy.
4. Access to the Services.
Subject to these Terms, Xerox grants You a limited, revocable, non-exclusive, worldwide, non-sublicensable and non-transferrable license to access and use the Services for Your own internal business operations and not for resale. Except as otherwise expressly permitted in these Terms, you will not: (a) rent, lease, distribute, sell, sublicense, transfer or provide access to the Services to a third party, including without limitation on using the Services to process documents on behalf of third parties, operate in a service bureau, application service provider, time share or similar resource sharing model; (b) use the Services on behalf of or for the benefit of any entity or person who is legally prohibited from using the Services; (c) conduct any audit, probe, testing or assessment of the security of the Services; (d) attempt to disable, interfere with, circumvent, or disrupt any aspect of the Services including, without limitation, attempting to disable or circumvent any security, license control or otherwise avoid incurring or paying any usage fees or charges; (e) cause or permit any robot, bot, utility, or any automated process to access the Services; or (f) attempt to discover, gain access to or extract the source code for the Services or reverse engineer, modify, decrypt, extract, disassemble or decompile the Services any part thereof (except to the extent such restriction is expressly prohibited by applicable law). Without limiting the foregoing, You agree that You will not use the Services in a manner that violates or attempts to violate any laws, statutes or regulations, including, without limitation, any applicable privacy and data protection laws or to engage in or encourage any activity that is illegal, deceptive, harmful, violating others' rights, or harmful to others.
5. Use of the Services, Content, Usage Data.
a. The Services provide the ability for You to manage Printing Resources and to receive and process Content submitted by Your Authorized Users for printing using Your Printing Resources. You acknowledge that in using the Services you will receive and process Content from Your Authorized Users. As between Xerox and Your Authorized Users, You Acknowledge and Agree that Your Authorized User is the controller of the Content and that the Content is submitted by and at the direction and request of Your Authorized Users and that are receiving Content from, and processing the Content at the request and direction of, Your Authorized Users. Your acknowledge and agree that Xerox make no representation or warranty that Your Authorized Users have or have obtained the necessary licenses, rights, consents, and permissions under intellectual property, applicable data privacy laws and publicity rights in any and all Content they submit to authorize You to use, process or transmit Content using the Services.
b. The Services may collect and/or store information related to Printing Resources and the access and use thereof by Authorized Users (“Usage Data”). Your Usage Data includes: (i) the types and locations of any printing devices, solutions and services associated with Your Company Account (including information such as device type and model and the operating system and application software used); (ii) information about the volume and frequency of use of Your Printing Resources; (iii) the email address of Authorized Users accessing or using Your Printing Resources; (iv) print job properties (e.g., mono/color, simplex/duplex, number of pages); and (v) how the Authorized Users access Your Printing Resources. As between Xerox and You, You are the owner of Your Usage Data and You retain all right, title, and interest in and to Your Usage Data.
c. You authorize Xerox and its affiliates, subcontractors, and agents to collect, use, process, and transmit Your Usage Data and Content submitted by Your Authorized Users or otherwise associated with Your Company Account (collectively “Company Data”) (1) to provide the Services You request and (2) as necessary for (i) detecting, preventing, investigating and addressing security incidents or unlawful use of the Services, (ii) preventing and addressing service or technical problems and (iii) maintaining, updating, and improving the Service, and (3) to generate statistical information about the use of the Services. You hereby grant Xerox worldwide, non-exclusive, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display Your Usage Data and Content as reasonably necessary for the foregoing.
6. Printing Resources.
a. You are solely responsible for (i) the design and implementation of the Printing Resources which You make available to Authorized Users of the Services and (ii) the acquisition, operation, maintenance and use of any equipment and accessories, including but not limited to computers, printers, software, network environment, internet access, necessary for Your access and use of the Services. Without limiting the foregoing, You are responsible for properly configuring and using the Service and taking your own steps to maintain appropriate security, protection and backup of Your equipment and accessories used with the Service. Xerox makes no representations, warranties, or assurances that any printing solutions and related services, products and materials You design or implement or any equipment or accessories You acquire will be compatible with the Services.
b. You are solely responsible for determining the content of the terms and conditions applicable to the access and use of Your Printing Resources by Your Authorized Users. In making Printing Resources available to Authorized Users, You will comply with all Applicable Laws, including without limitation, any laws and regulations relating to privacy, consumers and protection of consumers. If You provide or make available access to or use of Printing Resources to Authorized Users who are not affiliated with You, You must clearly post or otherwise make available to such Authorized Users the terms and conditions applicable to the access and use of Your Printing Resources. You agree to provide terms and conditions to Your authorized users and End Users that are substantially similar to the terms and conditions contained in these Terms. Your terms and conditions (i) may not make any representation, warranty, or commitment on Xerox’ behalf and (ii) may not include any statements or imply that Xerox supports, sponsors, endorses, promotes or certifies You or Your Printing Resources.
c. You are responsible for providing any support and customer service You choose to make available to Your Authorized Users. Except as may be agreed to in separate written agreement, Xerox does not provide any support or services to Your Authorized Users.
7. Security and Data Privacy
a. Xerox may request and/or collect Personal Data in connection with the creation and maintenance of Your Company Account and the use of the Services by You and Your Authorized Users. Any such Personal Data requested and/or collected by Xerox is collected, processed, and protected by Xerox as described in the Xerox Privacy Statement at https://www.xerox.com/en-us/about/privacy-policy, which You hereby acknowledge.
b. Xerox warrants that it has implemented and will maintain technical and administrative security measures, policies, and procedures, consistent with industry standards to protect Content and Usage Data from (i) unauthorized or unauthenticated access to the information; (ii) unauthorized disclosure, destruction, or loss; and (iii) from viruses, worms and other malicious code.
c. We may disclose Your Company Data: to our affiliates, subcontractors and agents acting on our behalf in the course of developing, providing, managing, administering and improving the Services. In addition, Xerox (and its affiliates, subcontractors and agents acting on our behalf) may disclose Your Company Data: (i) when a good faith belief exists that disclosure is necessary to protect the rights of Xerox or its affiliates, subcontractors and agents under this Agreement, to protect the safety of others, or to investigate fraud, cybercrime, or other illegal activity; (ii) to law enforcement, government agency, or other third-party 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. If we receive a demand or request to disclose or provide Your Company Data pursuant to (ii) above, we will, unless legally prohibited from doing so, use reasonable efforts to notify you of such demand or request and to direct such demand or request directly to You.
d. Through Your use of the Services, You may have access to the Content, email address and other Personal Data of Your Authorized Users. You agree to maintain technical and administrative security measures, policies, and procedures, consistent with industry standards to protect Content and Usage Data from (i) unauthorized or unauthenticated access to the information; (ii) unauthorized disclosure, destruction, or loss; and (iii) from viruses, worms and other malicious code. You represent and warrant that Your collection, use and disclosure of Content, email address and other Personal Data of Your Authorized Users is, and will at all times, be conducted in full compliance with Your privacy and security policies, which shall be no less protective of such information than our Privacy Statement, and all Applicable Laws, including laws, rules and regulations applicable to data privacy, trans-border data transfer, intellectual property and export control. Without limiting the foregoing, You agree that You will not sell any Personal Data that You collect or gain access to through the use of the Services. More information on security and how data is stored and transmitted within the Services can be found in the Xerox Workplace Cloud Security Guide.
8. Confidentiality.
a. Company Data that you provide or make available to us for the purpose of performing the Service will be treated as "Confidential Information," except to the extent such Company Data (a) was known to us prior to receipt from You from a source other than one having an obligation of confidentiality to You; (b) becomes known (independently of disclosure by You) to us directly or indirectly from a source other than one having an obligation of confidentiality to You; or (c) becomes publicly known or otherwise ceases to be secret or confidential.
b. Except as may be otherwise authorized by You, Xerox and our subsidiaries, representatives, agents, and contractors, (including third party hosting providers) will not use Your Confidential Information for any purpose outside of providing the Service to You or outside of the scope and use described in these Terms. Except as expressly set forth in these Terms, including without limitation Section 7(c), we will not, without Your prior consent, disclose Your Confidential Information to any third party, other than our representatives, agents, and contractors, (including third party hosting providers) who need to have access to Your Confidential Information in connection with their operation as such under these Terms. Any third party to whom we provide Your Confidential Information shall be bound by confidentiality obligations regarding Confidential Information no less stringent than those herein.
9. Suspension and Termination.
a. Xerox may suspend Your Company 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; (b) You don't cooperate with Xerox’s reasonable investigation of any suspected violation of this Agreement; (c) Xerox reasonably believes that Your Company Account has been accessed or manipulated by a third party without Your consent, (d) Xerox reasonably believes that suspension of Your Company Account is necessary to protect the Services 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 of the Services from imminent and significant operational or security risk. Upon any suspension of Your Account, Your right to access and use the Services immediately ceases.
b. Xerox may terminate these Terms and/or delete Your Customer Account for breach on written notice if: (a) Xerox discovers that Your Account Information is materially inaccurate or incomplete or (b) if You breach any of the provisions of this Agreement and, if such breach is curable, fail to remedy the breach within thirty (30) days of written notice. You may terminate these Terms in the event Xerox commits a material breach of these Terms and fail to remedy such material breach within thirty (30) days after providing written notice of such material breach to Xerox.
c. In the event that these Terms are terminated or Your Company Account is deleted for any reason, Your right to access and use the Services ceases and Your Authorized Users will no longer be able to access or use the Printing Resources.
10. Warranty and Disclaimer.
a. Each party represents and warrants that it has validly entered into these Terms and has the legal power to do so and that the execution, delivery, and performance in accordance with the Terms of this Schedule Two does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
b. Xerox does not represent or warrant that access to or the availability of the Services or Your Company Account will be uninterrupted, completely secure, or 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 Content. We make no representations or warranties, expressly or impliedly, that the Services shall be uninterrupted or error free. Without limiting the foregoing, Xerox shall have no liability to You resulting from any loss, temporary unavailability, or inability to access the Services or Your Company Account.
c. THE SERVICE IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED ELSEWHERE IN THIS SCHEDULE TWO, XEROX (I) MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE AND (II) EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11. LIMITATION OF LIABILITY.
EXCEPT FOR A PARTY’S OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION) OR DAMAGES ARISING OUT OF EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL (A) EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST BUSINESS OPPORTUNITY, LOST PROFITS OR REVENUES, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND HOWEVER CAUSED, AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE ABOVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR (B) SHALL EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU TO XEROX FOR YOUR SUBSCRIPTION TO ACCESS TO THE SERVICES IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY). THE LIMITATIONS OF LIABILITY SET FORTH HEREIN MAY NOT APPLY IN CERTAIN JURISDICTIONS AND THUS MAY NOT APPLY TO YOU; IN SUCH CASES, A PARTY’S LIABILITY HEREUNDER SHALL BE THE MINIMUM REQUIRED BY LAW.
12. INDEMNIFICATION.
a. You shall defend Xerox and its officers, directors, employees and contractors, from and against any and all third party claims, actions and demands relating to such third party’s access to or use of Your Printing Resources to the extent arising or resulting from (i) Your performance or nonperformance of Your obligations under this Schedule Two (a “Claim Against Xerox”), and shall indemnify Xerox for any damages, attorney fees and costs finally awarded against Xerox as a result of, or for any amounts paid by Xerox under a court-approved settlement of, a Claim Against Xerox.
b. Xerox shall defend You from and against any and all third party claims, actions and demands alleging that Xerox’s provision of the Services infringes or misappropriates a third party’s intellectual property right (a “Claim Against Company”), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under an settlement approved by Xerox; provided, however, that Xerox shall have no liability under this Section to the extent a Claim Against Company arises from (a) Content; (b) the use of the Service in combination with any non-Xerox product, software, service or equipment, but solely to the extent the alleged infringement is caused by such combination; or (c) any modification of the Service that is not performed by, on behalf of, or at the direction of Xerox. If the Service has become, or in Xerox’s opinion is likely to be, the subject of a Claim Against Company, Xerox may, in its sole option and expense: (a) procure for You the right to continue using the Services as set forth in these Terms; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate these Terms and Your ability to access and use the Services and provide refund of any remaining unused fees You have paid to Xerox to access or use the Services.
c. As a condition of the foregoing indemnification obligations the indemnified party (“Indemnified Party”) will: (a) promptly notify the indemnifying party (“Indemnifying Party”) of the Claim Against Xerox or Claim Against Company, as applicable (the “Claim”); provided, that a failure to give such prompt notice will not relieve Indemnifying Party of its obligations under this Section except to the extent that Indemnifying Party was actually and materially prejudiced by such failure and (b) provide the Indemnifying Party with the right to assume the exclusive defense and control of the Claim. When electing to defend, the Indemnifying Party shall have sole control over the defense and settlement of such claim; provided, however, that (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) the Indemnified Party shall provide all reasonable cooperation requested by the Indemnifying Party in order to properly defend the claim; and (iii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such claim unless the settlement is solely for monetary damages paid by the Indemnifying Party, provides a complete and unqualified irrevocable release in favor of the Indemnified Party and does not contain any admission or acknowledgement of liability or culpability with respect to the Indemnified Party. This Section 12 (Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.
13. General.
a. Proprietary Rights. You acknowledge that Xerox and its licensors own all right, title and interest in and to all intellectual property rights in the Service. Except for the limited right to access and use the Service provided in these Terms, You have no right to use any intellectual property of Xerox. Any rights not expressly granted herein are reserved by Xerox.
b. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
c. Assignment. The rights and obligations of the parties under these Terms are personal and may not be assigned or transferred by You without the prior written consent of Xerox which consent shall not be unreasonably withheld, except that You may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Your assets or voting securities. Any attempt by You to assign or transfer its rights or delegate its obligations hereunder without such prior written consent shall be null and void.
14. Definitions.
“Applicable Laws” means all applicable local, state, national, and international laws, regulations, treaties and conventions, including, without limitation, those related to data privacy and data transfer, data security, electronic communications, intellectual and proprietary rights, and the exportation of technical information or Personal Data.
“Content” means any and all data, data files, documents, graphics, messages, photographs, images, text, and/or other information or materials that You submit to the Services. As used herein “Submit” includes submitting, uploading, transmitting or otherwise making the Content available to the Services.
"Personal Data" means personal data as that term or similar terms are defined by applicable privacy and data protection laws, including, without limitation, any information that could reasonably be used to identify living person, including but not limited to his or her name, address, e-mail address, payment card number, telephone number etc.
“Privacy Statement” means the Xerox privacy statement found here which is incorporated into and forms a part of these Terms.
Attachment 1 to Xerox Workplace Cloud Terms of Use
Service-Specific Terms for SSO Services
If you have acquired access to use the SSO Service, either as a standalone product or as a component of a Xerox Workplace Cloud offering the following terms apply to Your use of the SSO Service in addition to the Terms of Use.
1. Definitions
a. “Credentials” means information and attributes related to a user collected or used by the SSO Service including userids and authentication, authorization or access permissions, tokens, tickets, passes and qualifications.
b. “Single Sign-On Service” (SSO Service) means service to manage user credentials, authentication and access across multiple applications.
2. Use of the SSO Services.
a. Subject to the terms and conditions of this Agreement and your payment of all access and license fees for the SSO Services, Xerox grants You limited, non-assignable and nonexclusive right to access and use the SSO Service for Your own business use solely and will not be used for personal, household, family or unlawful purposes as permitted by these Terms of Use during the applicable License Term. The order document, purchase flow, or order confirmation will specify the term of use or expiration date of the license to use the SSO Service (the “License Term”) and the associated access and license fees.
b. You may not assign, sell, transfer, rent, loan, or sublicense Your right to use the SSO Services, by timesharing, service bureau, networking or any other means. You agree not to access (or assist any third party to access) the SSO Services by any means other than through the interface and method provided by Xerox.
c. You expressly agree that use of the SSO Service is at Your sole risk. XEROX USES COMMERCIALLY REASONABLE MEASURES TO KEEP THE SSO SERVICES SECURE, BUT XEROX MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUFFICIENCY OF OUR SECURITY MEASURES. IN ADDITION TO THE OTHER DISCLAIMERS BY XEROX SET FORTH IN THE TERMS OF USE, XEROX MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PERFORMANCE OF THE SSO SERVICE INCLUDING THAT ITS OPERATION WILL BE UNINTERRUPTED, FAULT-TOLERANT, OR ERROR-FREE OR CONCERNING THE AVAILABILITY ACCURACY, OR RELIABILITY OF YOUR USE OF THE SSO SERVICE. XEROX MAKES NO WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OR RELIABILITY OF ANY OTHER PRODUCTS OR SERVICES USED WITH THE SSO SERVICE.
3. You represent and warrant that you have provided sufficient notice to, and obtain sufficient consent and authorization from, your authorized users to collect, store, manage and use their Credentials using the SSO Service. In addition to Your indemnification obligations set forth in these Terms of Use, You agree to defend, indemnify, and hold harmless Xerox and its Affiliates from and against any and all liabilities, obligations, claims, damages, fines, penalties, assessments, costs and expenses (including court costs, reasonable costs of investigation and reasonable attorneys’ fees and expenses) incurred by Xerox or its Affiliates that may arise out of or result from Your performance or nonperformance of Your obligations under this Attachment 1 or the Terms of Use or Your breach, violation or non-compliance with any applicable laws and regulations.
4. You acknowledge and agree that Xerox may collect and/or store information related to Your use of the SSO Service concerning the number of users and the types, characteristics and number of applications You manage with the SSO Service. Xerox may use this information and statistical data, trends and usage information derived from this information and Your use of the SSO Services for the purpose of developing providing, operating, maintaining and/or improving the functionality and experience of the SSO Services.
Attachment 2 to the Xerox Workplace Cloud Terms of Use
Service-Specific Terms for Xerox Workplace Cloud Fleet Management Solution
If you have acquired access to use the Xerox Workplace Cloud Fleet Management Solution, either as a standalone product or as a component of a Xerox Workplace Cloud offering the following terms apply to Your use of the Xerox Workplace Cloud Fleet Management Solution (“Fleet Management Services”) in addition to the Terms of Use.
1. Use of the Fleet Management Services.
a. Subject to the terms and conditions of this Agreement and provided that You are current with your payment of all fees related to access to use the Xerox Workplace Cloud Fleet Management Solution, Xerox grants You a limited, non-assignable and nonexclusive right to access and use the Fleet Management Service to manage up to the number of devices identified in the license bundle(s) you acquired.
b. You may not assign, sell, transfer, rent, loan, or sublicense Your right to use the Fleet Management Services, by timesharing, service bureau, networking or any other means. You shall not, and shall not permit or assist any third party to (i) access or use the Fleet Management Services by any means other than through the interface and method provided by Xerox; (ii) use the Fleet Management Services to manage or attempt to manage any printer devices other than the printer devices identified in list of In-Scope Devices (defined below); (ii) circumvent or disable any access control features or security measures in the Fleet Management Services s or use the Fleet Management Services to attempt to access any Service for which you do not have a license to access or use.
2. Identification of XSM in-scope devices. The Fleet Management Services provides you with a list of printing devices associated with your account that you can be managed (In-Scope Devices). The list of In-Scope Devices is obtained from Xerox Service Manager (XSM) and built using the data that is collected by software tools and systems made available to you under your existing agreement(s) with Xerox. The list of In-Scope Devices associated with your account identified in the Fleet Management Services may not align with or contain every printing device that you may manage for your customers. Xerox makes no representations or warranties regarding the completeness or accuracy of the list of XSM in-scope devices.
3. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY. IN ADDITION TO, AND WITHOUT LIMITING, THE TERMS OF SCHEDULE TWO OF THE WORKPLACE CLOUD TERMS OF USE, YOU ACKNOWLEDGE AND AGREE THAT XEROX DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE FLEET MANAGEMENT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY INFORMATION OR DATA, INCLUDING THE LIST OF IN-SCOPE DEVICES, PROVIDED BY THE FLEET MANAGEMENT SERVICES WILL BE COMPLETE OR ACCURATE. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, RELIANCE ON THE FLEET MANAGEMENT SERVICES AND ANY INFORMATION OR DATA REPORTS OR MATERIALS MADE AVAILABLE BY THE FLEET MANAGEMENT SERVICES IS AT YOUR SOLE RISK. IN NO CASE SHALL XEROX OR ITS AFFILIATES BE LIABLE FOR (A) ANY DIRECT DAMAGES IN EXCESS OF FIFTY US DOLLARS (US $50.00) OR (B) ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES IN EXCESS OF ARISING FROM YOUR USE OF OR INABILITY TO USE THE FLEET MANAGEMENT SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE FLEET MANAGEMENT SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY INFORMATION OR DATA MADE AVAILABLE BY THE FLEET MANAGEMENT SERVICES EVEN IF ADVISED OF THEIR POSSIBILITY.
