Terms of Service
Terms of Service
Effective: May 15, 2020
Welcome to Xerox Team Availability Website. These Terms of Service (these "Terms") constitute the agreement between Xerox Corporation ("Xerox", "we" or "us") and individual or the legal entity acquiring access to and use of the Xerox Team Availability Website ("You" or "Your").
If You are accepting these Terms on behalf of a legal entity (the "Customer") 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.
These Terms are effective as of the date You first click "I agree" (or similar button or checkbox) or use or access Xerox Team Availability Website, whichever is earlier (the "Effective Date"). These Terms do not have to be signed to be binding. You indicate Your assent to these Terms by clicking "I agree" (or similar button or checkbox) at the time You register for Xerox Team Availability Website or create a Team Availability Website account.
2. Account Creation and Administration.
2.1. Account Creation To access and use the Product, You must create a user account. You must be at least 16 years of age or older to create an account. There are two types of accounts in the Product, a Customer Account and an Authorized User Account.
2.2 Customer Accounts. A Customer Account is required for each Team Availability Website that the Customer will setup, configure, and manage. Each Customer Account shall identify a primary Administrator (the " Customer Representative") for the Customer Account. The Customer agrees to provide and maintain accurate, current and complete contact information, including email address, for the Customer Representative. Xerox may communicate with Customer respecting its use of the Product, Billing Information and send service announcements and administrative messages to Customer through the Customer Representative. Customer Representative may create Authorized User Accounts for and invite its employees, consultants, contractors and agents to use the Product as Customer's Authorized Users. The Customer Representative can name certain Authorized Users as Administrators who will have important rights and controls over the use of the Customer Account. Administrators will have the right to: create, provision, deprovision and manage account permissions and settings for Authorized Users. The Customer is responsible for understanding the settings and controls for each Authorized User Account created under the Customer Account as well as for controlling whom it invites or allows to become an Authorized User. Without limiting Sections 2.2 (Authorized User Accounts) and 2.3 (Account Creation), which apply to all user accounts, Customer shall be responsible for the actions and activities of its Customer Representative and Authorized Users. Customer will provide all required disclosures to and will obtain sufficient consent and authorization from Authorized Users to allow creation of Authorized User accounts and shall cause Authorized Users to be bound by, and is responsible and liable for its Authorized Users' compliance or noncompliance with, the terms and conditions of these Terms.
2.2. Authorized User Accounts Authorized User Accounts provide users with the ability to access the Team Availability Website and update their status information. Each Authorized User may receive an email invitation to join a Customer's Team Availability Website. Upon receipt of this invitation, users create their Authorized User Account and specify their password for that Customer's Team Availability Website. Authorized User Accounts and User IDs are granted to individual, named persons and may not be shared. If You received an invitation and created an Authorized User Account for a Customer's Team Availability Website the rights and obligations of Authorized Users under these Terms apply to Your use and access of the Product.
2.3. Account Creation The creation of a Customer Account and Authorized User Accounts requires that You provide Xerox with User Account Information. You agree that You will 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. You are solely responsible for maintaining the confidentiality and security of Your Account and Your User Account Information, and for all activities resulting from the access to and/or use of the Product via Your Account and Your User Account Information. 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. You authorize Xerox to use Your User Account Information to communicate with You respecting the Product, 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.
2.4. User Account Information You acknowledge and agree that Xerox may disclose User Account Information: (i) to its Affiliates in the course of developing, providing, managing, administering and improving the Product; (ii) when Xerox believes, in good faith, that disclosure is necessary to protect Xerox's rights under these Terms, protect the safety of others, investigate fraud or other illegal activity, or respond to a government request; (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.
3. What's included in a Subscription; what are the restrictions.
3.1. Access to the Product Subject to these Terms and Customer maintaining an active subscription to the Product, Xerox grants Customer and its Authorized Users a limited, revocable, non-exclusive, worldwide, non-sublicensable and non-transferrable license to access and use the Product for Customer's own internal business operations, all in accordance with these Terms and the Documentation.
3.2. Restrictions Customer shall not and shall not authorize any third party to: (a) make the Product or any portion thereof available to, or use the Product for the benefit of, anyone other than Customer; (b) upload, post, collect, transmit, or otherwise make available to the Product any content that (i) Customer knows or reasonably should know is unlawful or tortious or (ii) that Customer does not have a right to make available under any applicable law or under contractual or fiduciary relationships, or that infringes or misappropriates any patent, trademark, trade secret, copyright or other proprietary rights; (c) rent, lease, sublicense, resell, time share or similarly exploit the Product; (d) upload, post, transmit, or otherwise make available any content or information designed to interrupt, interfere with, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (e) reverse engineer, modify, adapt, hack into, or otherwise attempt to gain unauthorized access to the Product or related systems or networks or (f) remove or obscure any proprietary or other notices contained in the Product; (h) access or use the Product or the Documentation for competitive analysis or to build competitive products; or (i) publicly disseminate the results of any benchmark testing or other information regarding the performance of the Product.
4. Security and Data Privacy.
5. User Data.
5.1. Ownership of User Data; Limited License to provide the Product Customer retains all right, title and interest in and to User Data and shall be solely responsible for any and all User Data submitted to the Product under its Customer Account. Customer acknowledges and agrees that Customer will be the controller of User Data for purposes of all applicable privacy laws. Customer grants Xerox and its Affiliates (including its third party hosting providers acting on its behalf) a worldwide, non-exclusive, limited term license to access, use, copy, distribute, perform and display User Data solely (a) to provide, maintain, update, and improve the Product provided, that use for updating or improving the Product will not identify Customer to any third party (excluding Xerox's Affiliates and subprocessors) as the source of any User Data contributing to the update or improvement, and that Xerox shall aggregate and dissociate User Data from Customer before sharing it with a third party (other than its Affiliates and subprocessors for use as permitted herein); (b) to prevent or address service or technical problems or any other support matters at Customer's request; (c) as compelled by law or a court or tribunal of competent jurisdiction or (d) as expressly permitted in writing by Customer. Without limiting the foregoing, Customer authorizes Xerox to host, process and transmit User Data in the manner contemplated by the Documentation. Subject to the limited licenses granted herein, Xerox acquires no right, title or interest under these Terms in or to User Data.
5.2. Data Compliance Obligations Customer's use of the Product (including use by Authorized Users) must comply at all times with these Terms and all applicable laws. Customer agrees that it will comply with applicable data privacy laws and regulations in any and all jurisdictions, with respect to all personal data collected, accessed, processed and used by Customer using the Product. Customer represents and warrants that: (i) Customer owns or has the necessary licenses, rights, consents, and permissions under all patent, trademark, copyright or other proprietary rights (including rights respecting the name, likeness or personally identifiable information of each and every identifiable individual person) in any and all User Data to authorize the use, display, processing and transmission of User Data in the manner contemplated by these and (ii) User Data and its submission and use with the Product will not violate (1) any applicable local, state, federal, national or international laws, regulations and conventions, including those related to the collection, processing, transmission and protection of personal data, personal information or other protected information, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of Customer's or third-party policies or terms governing User Data. Without limiting the foregoing, Customer warrants and represents that it will not include or collect any personal health information or similar protected information either directly in the Status Field(s), alone or in combination, or indirectly through the manner it deploys or uses the Status Fields in its Team Availability Website. Other than our express obligations under Section 4 (Security and Data Privacy), we assume no responsibility or liability for User Data, and You are solely responsible for User Data and the consequences of submitting and using it with the Product.
5.3. Removals and Suspension If Xerox believes, in its reasonable discretion, that it is required to remove any User Data, or receives information that User Data may violate applicable law or third-party rights, Xerox shall provide written notice to the Customer Representative that identifies the User Data and the reason(s) such that the User Data needs to be removed. Customer will promptly remove such User Data or reply to Xerox upon receipt of such written notice from Xerox with the reason(s) that such User Data should not be removed. Unless more immediate action is required to comply with applicable law or prevent harm to Xerox or its customers, if Customer does not take the required action in accordance with the above, Xerox may remove the applicable User Data.
6. Subscriptions, Fees, Billing and Payment.
6.1. If Customer has acquired a subscription or access to the Product under an Order with Xerox or a Xerox authorized Reseller, then the terms of Your subscription, including the term of the subscription, renewal, fees, billing process, and cancellation are governed solely by the terms and conditions of such Order and the terms of this Section 6 shall not operate to amend, modify or alter the terms and conditions of such Order.
6.2. MONTHLY SUBSCRIPTION ACCESS TO AND USE OF THE PRODUCT IS PROVIDED ON A MONTH BY MONTH SUBSCRIPTION BASIS. THE SUBSCRIPTION AUTORENEWS EACH MONTH AND REMAINS ACTIVE UNTIL CANCELLED. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY SELECTING THE "CANCEL" OPTION FROM THE ACCOUNT PAGE FOR THE CUSTOMER ACCOUNT.
6.3. Billing When a subscription is acquired through the Xerox Team Availability Website, Customer must provide a credit card information for billing purposes. Customer will be billed, and the credit card charged, monthly at the end of each billing cycle based on the total number of Authorized Users that used Customer's Team Availability Website at least once in that billing cycle. An Authorized User "uses" Team Availability Website if that user updates his or her status on Customer's Team Availability Website at least once during the billing cycle. If none of the Customer's Authorized Users update their status on the Team Availability Website in a billing cycle Customer will not be charged that month. The Customer Representative will receive an email each month informing Customer of the charges for the billing cycle before the credit card is charged. The billing cycle starts on the day of the month the subscription is purchased and ends on the same day of the following month. For example, if Customer purchases a Team Availability Website on March 5th, the first bill will charge for usage from 12:00am UTC March 5 to 12:00am UTC April 5. Subscriptions purchased on the 31st of a month will run from last day of each month. When a subscription is cancelled, Customer is billed for any users using the system between end of the last billing cycle and the date of cancelation. Complete pricing details can be found on the Pricing page for the Team Availability Websites found here.
6.4. Payment Customer will pay all fees specified hereunder. Payment obligations are non-cancelable and, except as expressly set forth herein, fees paid are non-refundable. Customer acknowledges that Xerox may suspend or terminate access to the Product immediately without notice upon nonpayment of fees due and payable to Xerox. For Orders processed through the Xerox Team Availability Website, payment terms presented in the process of completing the order are deemed part of these Terms. Valid credit card payment information must be maintained at all times during the subscription the Customer Account to remain active. Customer authorizes Xerox to charge Customer all usage fees incurred. We may use a third-party payment processor (the "Payment Processor") to bill for use of the Product. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to the terms of this Agreement. We are not responsible for any errors by the Payment Processor.
7. Subscription Cancellation.
CUSTOMER MAY CANCEL ITS SUBSCRIPITON AT ANYTIME WITHOUT PENALTY BY SELECTING THE "CANCEL" OPTION FROM THE CUSTOMER'S ACCOUNT PAGE ON THE TEAM AVAILABILITY WEBSITE.
8. Taxes not included.
Your fees under these Terms are exclusive of any applicable Transaction Taxes. Xerox shall be responsible for assessing any applicable Transaction Taxes for the Product provided to the Customer under these terms. The Customer shall pay, reimburse and indemnify Xerox for any and all Transaction Taxes. Xerox and the Customer agree to cooperate with each other to minimize Transaction Taxes to the extent legally permissible. If Customer is required to withhold or deduct Withholding Taxes from any portion of the payments due to Xerox, Customer will increase the sum payable to Xerox by the amount necessary so that Xerox receives an amount equal to the sum it would have received had Customer made no withholdings or deductions of Withholding Taxes.
9. No contingencies on other products of future functionality.
Customer agrees that its purchases hereunder are not contingent on the delivery of any future functionality or features (including future availability of the Product beyond the current Subscription Term), or dependent on any oral or written public comments Xerox or its Affiliates may make regarding future functionality or features.
10. Proprietary Rights in the Product; Feedback.
Customer acknowledges and agrees that Xerox and its licensors own all right, title and interest in and to all intellectual property rights in the Product. Except for the limited right to access and use the Product provided in these Terms, Customer has no right to use any intellectual property of Xerox. Any rights not expressly granted herein are reserved by Xerox. If Customer (including any Authorized User) provides Xerox any comments, ideas, suggestions or other feedback ("Feedback ") regarding the Product, Customer grants Xerox an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such Feedback or suggestions for any purpose without any obligation or compensation to Customer or any Authorized User.
11. Changes to these Terms.
Xerox reserves the right, at its discretion, to modify these Terms from time to time by posting revised Terms online. If Xerox makes a material change to the Terms, Xerox will also provide Customer, through the Customer Representative, with notice that revised Terms have been posted (materiality to be determined solely by Xerox in its reasonable discretion). It is Customer's responsibility to review the revised Terms, and the continued access or use of the Product following the effective date of the revised Terms, shall constitute Customer acceptance of the revised Terms.
12. Term and Termination.
12.1. Term These Terms are effective as of the Effective Date and continue until Your cancellation of Your Subscriptions (the "Term").
12.2. Termination for Cause Xerox may terminate these Terms and cancel a subscription immediately if (a) the credit card used to acquire the subscription expires or is no longer valid, (b) Customer fails to cure any material breach of these Terms within thirty (30) days after written notice thereof; (c) Customer ceases operation without a successor; or (d) Customer files for bankruptcy protection or has an involuntary petition for bankruptcy filed against it, becomes unable to pay its bills, sells or transfers property to creditors, has a liquidator or receiver appointed by a court, or is part of any other similar legal proceeding, to the extent termination is permitted under applicable law.
12.3. Refund or Payment upon Termination for Cause Upon any termination for cause by Xerox, Customer will pay any unpaid fees incurred under its subscription up to the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to Xerox for the period prior to the effective date of termination.
12.4. Termination for Convenience Xerox may terminate Customer's right to access and use the Product at any time for any reason in its complete discretion upon thirty (30) days' prior written notice.
12.5. Effects of Termination Upon any termination of these Terms under this Section 12, You must cease using the Product. Xerox may grant Customer temporary limited access to the Product for a period not to exceed thirty (30) days for the sole purpose of permitting Customer to retrieve lawful User Data, provided that all undisputed amounts owed to Xerox have been paid in full. Notwithstanding the foregoing, if Customer cancels it subscription Xerox shall not be obligated to provide access to User Data. The Team Availability Website provides an option for Customer to acquire User Data on cancellation and Customer should make sure to acquire any User Data prior to cancellation. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.
12.6. Survival The following provisions will survive any termination or expiration of these Terms: Sections 2.3, 2.4, 4, 5, 6, 10, 12-16, and 18.
13. Warranties and Disclaimer.
13.1. Mutual Warranties Each party represents and warrants that it has validly entered into these Terms and has the legal power to do so.
13.2. Our Warranties Xerox warrants that (a) the Product shall materially comply with the functionality, performance and other specifications stated in the Documentation and (b) it will use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into the Product (but we are not responsible for harmful materials submitted by You or Authorized Users).
13.3. Warranty Remedy We will use commercially reasonable efforts, at no charge to You, to correct reported non-conformities with the warranties in this Section 13. If we determine corrections to be impracticable, either party may terminate the Subscription. In this case, You will receive a refund of any fees You have pre-paid for use of the Product for the terminated portion of the applicable Subscription Term. The Performance Warranty will not apply: (i) unless You make a claim within thirty (30) days of the date on which You first noticed the non-conformity, or (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services or equipment . Our sole liability, and Your sole and exclusive remedy, for any breach of the Performance Warranty are set forth in this Section 13.
13.4. WARRANTY DISCLAIMER EXCEPT AS STATED ABOVE: (A) CUSTOMER'S USE OF OR RELIANCE ON THE PRODUCT IS VOLUNTARY, AT CUSTOMER'S SOLE RISK, AND SHOULD ONLY BE UNDERTAKEN FOLLOWING CUSTOMER'S INDEPENDENT ASSESSMENT OF SAME FOR CUSTOMER PURPOSES; AND (B) THE PRODUCT IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, AND XEROX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT XEROX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT WE WILL PRESERVE OR MAINTAIN USER DATA WITHOUT LOSS. THE WARRANTY DISCLAIMERS SET FORTH HEREIN MAY NOT APPLY IN CERTAIN JURISDICTIONS, IN WHICH CASE THE WARRANTIES HEREUNDER SHALL BE THE MINIMUM REQUIRED BY APPLICABLE LAW. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS OR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
14. Limitation of Liability.
14.1. Limitation of Liability EXCEPT FOR (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15 (MUTUAL INDEMNIFICATION), OR (B) DAMAGES ARISING OUT OF EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING SHALL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 6 (SUBSCRIPTIONS, FEES, BILLING, and, PAYMENT) ABOVE.
14.2. Exclusion of Consequential and Related Damages EXCEPT FOR (I) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15 (MUTUAL INDEMNIFICATION), OR (II) DAMAGES ARISING OUT OF EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST BUSINESS OPPORTUNITY, LOS PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
14.3. Nature of Claims and Failure of Essential Purpose The limitations hereunder apply with respect to all legal theories, whether in contract, tort or otherwise. The provisions of this Section 15 (Limitation of Liability) allocate the risks under this Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this Agreement.
15. Mutual Indemnification.
15.1. Customer Indemnification Customer shall defend Xerox and its Affiliates, and its and their respective officers, directors, employees and contractors, from and against any and all third party claims, actions and demands alleging (i) User Data or Customer's use the Product with products not provided by Xerox infringes or misappropriates the intellectual property rights of a third party or (ii) Customer's use of the Product violates applicable law (in either case, 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.
15.2. Xerox Indemnification Xerox shall defend Customer and its Affiliates, and its and their respective officers, directors, employees and contractors, from and against any and all third party claims, actions and demands alleging that the use of the Services as permitted hereunder infringes or misappropriates a third party's intellectual property right (a " Claim Against Customer"), and shall indemnify Customer for any damages, attorney fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer; provided, however, that Xerox shall have no liability under this Section 15.2 to the extent a Claim Against Customer arises from (a) User Data; (b) the use of the Product in combination with any non-Xerox product, software, service or equipment, but solely to the extent the alleged infringement is caused by such combination; (c) Customer's negligence, misconduct, or breach of this Agreement; or (c) any modification of the Product that is not performed by, on behalf of, or at the direction of Xerox. If the Product is, or in Xerox's opinion use of the Product is likely to be, enjoined due to the infringement or misappropriation of a third party's intellectual property right, Xerox may, in its sole discretion either substitute for the Software substantially functionally similar programs or procure for Customer the right to continue using the Product; or if the foregoing is commercially impracticable, terminate the applicable subscription(s) and refund Customer any prepaid fees covering the remainder of the term of the applicable subscription(s) after the effective date of termination.
15.3. Indemnification Procedure The indemnified party will provide the indemnifying party with prompt written notice of any claim, suit or demand, the right to assume the exclusive defense and control of any matter that is subject to indemnification, and cooperation with any reasonable requests assisting the indemnifying party's defense and settlement of such matter.
16.4. Exclusive Remedy This Section 15 (Mutual 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.
All notices under these Terms shall be in writing. Customer authorizes Xerox to direct all notices to the Customer Representative. Notices will be deemed given by Xerox two (2) business days after being sent to the Customer Representative at the email address or mailing address provided during Customer Account creation sign-up process. You consent to receive notices by email and agree that any such notices that Xerox sends You electronically will satisfy any legal communication requirements. Notices to Xerox shall be deemed given (a) two (2) business days after being sent from the email address associated with the Customer Representative to the following email address: MPSApplicationSupport@xerox.com. A party may change its email or mailing address by giving the other written notice as described above.
17. Changes to the Product.
You acknowledge that the Product is an on-line, subscription-based product, and that in order to provide improved customer experience we may make changes to the Product, and we may update the applicable Documentation accordingly. Subject to our obligation to provide the Product and under existing subscription, we can discontinue any the Product or any portion or feature of any the Product version for any reason at any time without liability to You.
18. General Provisions.
18.1. Publicity Customer grants Xerox the right to use Customer's company name and logo as a reference for marketing or promotional purposes on Xerox 's website and in other public or private communications with existing or potential Xerox customers, subject to Customer's standard trademark usage guidelines as provided to Xerox from time-to-time. Xerox will promptly stop use of Customer's company name and logo under this section upon Your written request.
18.2. 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.
18.3. Waiver Failure or delay of any party to exercise any right or remedy under the Terms or to require strict performance by another party of any provision of these Terms shall not be construed to be a waiver of any such right or remedy or any other right or remedy hereunder.
18.4. Severability If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect consistent with the intent of the parties.
18.5. Assignment The rights and obligations of the parties under these Terms are personal and may not be assigned or transferred by Customer without the prior written consent of Xerox which consent shall not be unreasonably withheld, except that Customer may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Customer's assets or voting securities. Any attempt by Customer to assign or transfer its rights or delegate its obligations hereunder without such prior written consent shall be null and void.
18.6. Governing Law; Jurisdiction These Terms will be governed and interpreted in accordance with the laws of the State of New York, USA, without regard to its conflict of laws principles. Any dispute arising from or relating in any way to the Product or these Terms will be brought exclusively in the Federal or State courts located in the State of New York and Customer irrevocably agree to submit to the jurisdiction of such courts.
18.7. Export Control The Product is subject to export restrictions by the United States government and may be subject to import restrictions by certain foreign governments. You agree to use the Product only for purposes that are permitted by these Terms and in accordance with all applicable laws, regulations, and other legal requirements in the relevant jurisdictions. You agree to comply with all applicable export controls, including, but not limited to, the United States Department of Commerce's Export Administration Regulations and sanctions programs administered by the United States Treasury Department's Office of Foreign Assets Control. You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the Product or any content or results generated by use of the Product (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone 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 (collectively, "Prohibited Persons"); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that (i) You are not located in, under the control of, or a national or resident of any such prohibited country and (ii) no User Data is controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions. You also certify that You are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. You agree not to use or provide the Product for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the United States government.
18.10. Interpretation As used herein, "including" (and its variants) means "including without limitation" (and its variants). Headings are for convenience only. If any provision of these Terms is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.
18.11. Independent Contractors The parties are independent contractors. These Terms will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party.
"Administrators" mean the personnel designated by Customer to administer Customer's account and to added additional Authorized Users on Your behalf.
"Affiliate" means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where "control" means the power to direct the management or affairs of an entity, and "ownership" means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.
"Documentation" means our standard published documentation for the Product.
"Authorized User" means an individual that Customer invites or authorizes to use the Product under Customer's Team Availability Website, and who has been supplied a user identification and password. Authorized Users may include, for example, Customer's employees, consultants, contractors and agents acting on behalf of Customer.
"Customer" means the legal entity or organization acquiring a Team Availability Website for its own use.
"Order" means a written ordering document or other agreement executed by Customer and Xerox or a Xerox authorized reseller, describing the products and services obtained from Xerox and/or the Xerox authorized reseller.
"Status Field" means any Customer configured and defined status, certification or pull-down option, and the associated text strings, selectable by a user of Customer's Team Availability Website.
"Subscription Term" means Your permitted subscription period for the Product, as set forth in the applicable Order.
"Transaction Taxes" means any and all taxes that are required to be paid in respect of any transaction and resulting amounts payable under these Terms and any Order, including but not limited to sales, use, value added taxes, services, rental, excise, transactionally-based gross receipts, and privilege taxes, plus any interest and/or penalty thereon. Transaction Taxes do not include taxes on Xerox's income, capital, or employment, or taxes for the privilege of doing business.
"User Account Information" means Your email address, account user ID, account password and any other information requested or generated as part of the account creation and registration process.
"User Data" means User Account Information and each user's status history including the time and date stamp for each time a user set, confirmed, or changed the user's status and the text string of the Status Field(s) corresponding to such user status.
"Withholding Taxes" means any and all taxes or amounts that the Customer is required by applicable law to withhold or deduct from any amounts payable pursuant to these Terms and any Order.