SOFTWARE LICENSE
AGREEMENT
RICOH InfoPrint XT for AIX, Linux, or Windows
Program number: 5765-XTA
© 2015-2021 Ricoh Company Ltd. All rights reserved.
IMPORTANT NOTICE: PLEASE READ THIS AGREEMENT (the “Agreement") CAREFULLY
BEFORE INSTALLING OR USING THE SOFTWARE.
This Agreement is a legal agreement between you ("Licensee" or
"you"), and Ricoh Company, Ltd. and/or its “Affiliates” (as defined
below) (collectively, "Ricoh"). The “Software” is the software
named herein or as set forth in the order, certificate of purchase or other
confirmation issued by Ricoh in connection with your acquisition of the
Software (the “License Confirmation”). Ricoh is willing to license the
Software, which includes the associated media, and printed or electronic
documentation, if any ("Documentation"), only upon the condition that
you accept all of the terms contained in this Agreement. For the purposes
of this Agreement, “Affiliate” means any entity that, from time to time during
the term of this Agreement, Controls, is Controlled by, or is under common
Control with Ricoh Company, Ltd. “Control” means the power, whether directly or
indirectly (by ownership of stock, share capital, the possession of voting
power, contract or otherwise) to appoint and/or remove the majority of the
members of the governing body of Ricoh, or otherwise exercise control over
Ricoh’s affairs and policies.
BY INSTALLING OR USING THE SOFTWARE, OR CLICKING ON THE "ACCEPT"
BUTTON BELOW, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT. YOU REPRESENT AND WARRANT THAT THE PERSON ACCEPTING THIS AGREEMENT
HAS FULL POWER AND AUTHORITY TO DO SO ON BEHALF OF LICENSEE.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, RICOH IS UNWILLING TO
LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE THE USE OR INSTALLATION OF
THE SOFTWARE IMMEDIATELY. IN THIS CASE YOU MUST CEASE USING THE SOFTWARE
AND RETURN THE MEDIUM ON WHICH THE SOFTWARE IS STORED, IF ANY, AND ALL
ACCOMPANYING DOCUMENTATION TO RICOH.
1. Grant and scope of license.
1.1 In consideration of you agreeing to abide by the terms of this
Agreement and subject to the payment of all relevant fees and charges, if any,
Ricoh hereby grants you a limited, non-exclusive, personal, non-transferable,
license to use the Software in machine-readable object code form only and the
Documentation (“License”). This License and your use of the Software is
further expressly limited to the number, volume, quantity or other usage
metrics or limitations set forth in the License Confirmation and Documentation,
(“Confirmation of Permitted Usage”). Depending upon the product, the usage
metrics may be stated as a permitted number of users, seats, multi-functional
printers, devices, personal computers or servers, or some other quantitative
limitation. Unless the Documentation provides to the contrary, this
Agreement governs any future releases, revisions, updates or enhancements to
the Software. Unless terminated as provided herein or expressly set forth
in the Confirmation of Permitted Usage, the duration of the License is
perpetual.
1.2 You agree to use the Software in accordance with the terms of this
Agreement and any additional terms set out in the Confirmation of Permitted
Usage.
1.3 Subject to the Confirmation of Permitted Usage, You may: (a)
install, load, execute, operate, perform, display and use the Software for your
internal business processes and operations only; (b) make a reasonable number
of copies of the Software for back-up purposes only, provided that this is
necessary for the activities permitted by clause 1.1, and (c) use any
Documentation in support of the use permitted under clause 1.1 and make copies
of the Documentation as reasonably necessary for its lawful use.
2. Licensee’s undertakings.
2.1 Except as expressly set out in this Agreement or as otherwise
required by applicable mandatory law without the possibility of contractual
waiver or limitation, you agree and undertake:
(a) not to copy the Software or Documentation, except where such
copying is incidental to normal use of the Software or where it is reasonably
necessary for the purpose of back-up or operational security;
(b) not to make any derivative works of the Software, nor adapt,
vary, translate, modify, or make alterations to, the whole or any part of the
Software nor permit the Software or any part of it to be combined with, or
become incorporated in, any other programs;
(c) not to decompile, disassemble or reverse engineer the whole or
any part of the Software except where required by the terms of an applicable
open source software license, or by applicable law without the possibility of
contractual waiver;
(d) not to rent, lease, sublicense, loan or transfer the Software
and Documentation to any third party, or otherwise allow any third party to use
the Software, without the prior written consent of Ricoh;
(e) not to distribute, host as a service, make available for
timesharing or otherwise make available for the benefit of third parties
(whether for a fee or otherwise) the Software, in whole or in part;
(f) to keep any authorized copies of the Software secure and to
maintain accurate and up-to-date records of the number and locations of all
copies of the Software;
(g) to supervise and control use of the Software and ensure that
the Software is used by your employees in accordance with the terms of this
Agreement;
(h) to include the copyright notice of Ricoh on all entire and
partial copies of the Software in any form; and
(i) not to provide, or otherwise make available, the Software in
any form, in whole or in part (including, but not limited to, program listings,
object and source program listings, object code and source code) to any person
other than your employees without prior written consent from Ricoh.
2.2 You must permit Ricoh and its authorized representatives, at all
reasonable times and on reasonable advance notice, to inspect and have access
to any premises, and to the computer equipment located there, at which the
Software or the Documentation is being kept or used, and any records kept
pursuant to this Agreement, for the purpose of ensuring that you are complying
with the terms of this Agreement.
3. Support & Maintenance.
Ricoh has no obligation under this Agreement to provide maintenance and/or
support for the Software under this Software License Agreement. Software
maintenance, when included with the license fee or when offered for a separate
fee, is provided under the terms of the Ricoh Software Maintenance Agreement
for Production Printing Software. Additional fees may apply for this
software maintenance.
4. Warranty.
4.1 Ricoh warrants that the media on which the software is
contained, if any (“Media”) will be free from defects in material or
workmanship when used in accordance with this Agreement for a period of 3
months from the date that the Media is delivered to you. This limited warranty
does not apply if the problem with the Media results from accident, abuse or
misapplication of the Media and shall not extend to anyone other than the
original user of the Software.
4.2 Ricoh warrants that, for a period of 3 months from the date
shown on your Confirmation of Permitted Usage (unless a longer period is
otherwise required by mandatory applicable law), the Software will, when
installed on the hardware and/or operating system for which it was designed,
and properly used, operate substantially in accordance with the Documentation.
Any “Third Party Programs” (as defined below) are excluded from this limited
warranty, and alteration, damage or misuse of the Software, or use of the
Software with other software, hardware, operating systems or configurations
other than that for which it was designed, voids this warranty.
4.3 If either of the warranties in clause 4.1 or 4.2 is breached,
you must tell Ricoh as soon as possible. You must give Ricoh a reasonable
time to fix the problem and (if necessary) to supply you with a corrected
version of the Media or Software (as applicable). This will be done
without any additional charge to you. If Ricoh is unable to do this
within a reasonable time or Ricoh does not think that it is a sensible way to
deal with the problem, then Ricoh may if it wishes elect to take back the
Software and the Documentation and to refund to you all of the money which you
have paid to Ricoh for use of the Software. If Ricoh decides to do this,
then this will be the only remedy you are allowed in relation to breach of
either of the warranties concerned and Ricoh will not have any other liability
in relation to them.
4.4 You acknowledge that the Software has not been developed to
meet your individual requirements and that it is therefore your responsibility
to ensure that the facilities and functions of the Software as described in the
Documentation meet your requirements.
4.5 This Agreement sets out the full extent of Ricoh's obligations
and liabilities in respect of the supply of the Software and
Documentation. EXCEPT FOR THE LIMITED WARRANTY PROVIDED HEREIN, EXCEPT AS
EXPRESSLY STATED IN THIS AGREEMENT, YOU ACKNOWLEDGE THAT THE SOFTWARE,
SERVICES, SUPPORT AND ANYTHING ELSE SUPPLIED TO YOU UNDER THIS AGREEMENT ARE
BEING PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND WHATSOEVER. RICOH
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR OTHER
TERMS WHATSOEVER (WHETHER EXPRESS OR IMPLIED) INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED TERMS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ASSUME RESPONSIBILITY FOR
THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS. RICOH
DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; THAT ITS
OPERATION WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; OR THAT ALL ERRORS OR
DEFECTS WILL BE CORRECTED. TO THE EXTENT PROHIBITED BY APPLICABLE LAW, AS
DEFINED IN SECTION 10.3, SOME OR ALL OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY
NOT APPLY TO YOU.
5. Ricoh’s liability.
5.1 UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW WITHOUT THE
POSSIBILITY OF CONTRACTUAL WAIVER OR LIMITATION AND SUBJECT TO CLAUSE 5.4, IN
NO EVENT SHALL RICOH, ITS AFFILIATES OR SUPPLIERS, OR ITS OR THEIR OFFICERS,
DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS (COLLECTIVELY, THE “RICOH PARTIES”)
BE LIABLE TO YOU (WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR FOR ANY OTHER
REASON) FOR ANY: (A) LOSS OF PROFITS, SALES, BUSINESS, ANTICIPATED SAVINGS OR
REVENUES; (B) LOSS OF GOODWILL; (C) LOSS, DAMAGE OR ALTERATION OF DATA; (D)
LOSS OF OR LOSS OF USE OF HARDWARE, SOFTWARE OR DATA, OR (E) INDIRECT,
CONSEQUENTIAL, EXEMPLARY OR SPECIAL LOSS OR DAMAGES.
5.2 IN ADDITION, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW
WITHOUT THE POSSIBILITY OF CONTRACTUAL WAIVER OR LIMITATION, RICOH PARTIES’
TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT AND IN RELATION TO THE SOFTWARE
AND ANYTHING WHICH RICOH HAS DONE OR NOT DONE IN CONNECTION WITH THIS AGREEMENT
(AND WHETHER THE LIABILITY ARISES BECAUSE OF BREACH OF CONTRACT, NEGLIGENCE OR
FOR ANY OTHER REASON) SHALL BE LIMITED TO THE GREATER OF THE TOTAL AMOUNTS PAID
AND PAYABLE BY YOU FOR THE USE OF THE SOFTWARE OR $100 US DOLLARS.
5.3 NOTWITHSTANDING THE FOREGOING, RICOH PARTIES’ LIABILITY FOR:
(A) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF RICOH PARTIES’ OR
THEIR AGENTS OR EMPLOYEES; (B) FRAUDULENT MISREPRESENTATION, OR (C) ANY OTHER
LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY MANDATORY APPLICABLE LAW; IS
NOT EXCLUDED OR LIMITED BY THIS AGREEMENT, EVEN IF ANY OTHER TERM OF THIS
AGREEMENT WOULD OTHERWISE SUGGEST THAT THIS MIGHT BE THE CASE.
5.4 TO THE EXTENT PROHIBITED BY APPLICABLE LAW, AS DEFINED IN
SECTION 10.3, SOME OR ALL OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY
TO YOU.
6. Termination.
6.1 If the Confirmation of Permitted Usage expressly provides for a
fixed term License, the License is terminated at the end of the fixed term
unless the parties agree in writing to renew it.
6.2 Except as provided in Section 7.1, the term of this License is
perpetual and it is effective until terminated. At Ricoh’s option and
upon notice to you, this Agreement will terminate immediately if you fail to
pay any fees or charges specified in your Confirmation of Permitted Usage or
fail to comply with any of the material terms and conditions of this Agreement.
6.3 Upon expiration of the term (if applicable) or termination of
this Agreement, you must immediately stop using the Software and, at Ricoh’s
option, delete, destroy or return the Software and all of its copies, and
confirm to Ricoh when this has been done. Any terms of this Agreement that by
their nature extend beyond the termination of this Agreement shall survive.
7. U.S. Government Restricted Rights.
7.1 If you are licensing the Software or its accompanying
Documentation for or on behalf of the U.S. Government, then in accordance with
48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DoD)
acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DoD acquisitions), it
is classified as “Commercial Computer Software” and “Commercial Computer
Software Documentation” and is being licensed to U.S. Government end users (i)
only as Commercial items and (ii) with only those rights as are granted to all
other end users pursuant to the terms and conditions hereof.
8. Contact Information.
8.1 Unless otherwise prohibited by applicable law without the
possibility of contractual waiver or limitation, you agree to allow Ricoh to
store and use your contact information, including names, phone numbers, and
e-mail addresses, anywhere it does business. Such information will be processed
and used in connection with our business relationship, and may be provided to
contractors, resellers authorized by Ricoh, and assignees of Ricoh for uses
consistent with their collective business activities, including communicating
with you (for example, for processing orders, for providing services, for
promotions, and for market research). You acknowledge that your contact
information will be stored at data centers, which may, or may not be located in
the country where you are located, and you consent to the processing and
storage of your contact information in such location (including storage at data
centers outside the European Economic Area, even if you are located within the
EEA). Under protection of confidentiality agreements, Ricoh may transfer
your contact information to third party processors to help Ricoh provide
services and manage its relationship with you, including purchase and order
fulfillment, credit card processing, providing marketing assistance and
providing other customer services. You agree that in the event we undergo
re-organisation or are sold to a third party, Ricoh may transfer the contact
information to that re-organised entity or third party.
9. General.
9.1 Ricoh may transfer, assign, sub-contract or otherwise dispose
of this Agreement, or any of its rights or obligations arising under it, at any
time during the term of the Agreement. Neither this Agreement nor the license
to use the Software may be assigned or otherwise transferred by you except to
(i) a wholly owned subsidiary or (ii) an affiliate that is controlled by or
under common control with you and which, in either case, expressly agrees in
writing to assume all obligations under this Agreement. No such permitted
assignment shall release the original licensee from liability hereunder.
9.2 You agree to comply with all applicable export and import laws
and regulations applicable to the jurisdiction in which the Software was
obtained and in which it is used. Without limiting the foregoing, in connection
with use of the Software, you shall comply with all export laws and regulation
applicable to goods of United States origin including those that prohibit the
Software from being exported or re-exported (a) into any U.S. embargoed
countries or (b) to anyone on the U.S. Treasury Department’s list of Specially
Designated Nationals or the U.S. Department of Commerce Denied Person’s List or
Entity List. By using the Software, you represent and warrant that you
are not located in any such country or on any such list. You also agree
that you will not use the Software for any purposes prohibited by United States
law, including, without limitation, the development, design, manufacture or
production of missiles, nuclear, chemical or biological weapons.
9.3 The United Nations Convention on Contracts for the
International Sale of Goods does not apply to this Agreement. The
governing law and jurisdiction for this Agreement will depend upon where you
purchased or obtained the Software, as follows:
(a) if you purchased or obtained the Software in the Americas, this
Agreement shall be deemed made under the laws of the State of New York, USA,
excluding the choice of law and conflict of law provisions, and any claim against
Ricoh may be enforced or disputed only and exclusively in the courts of the
State of New York,
(b) if you purchased or obtained the Software in Europe, the Middle East
or Africa, this Agreement shall be deemed made under the laws of the England,
excluding the choice of law and conflict of law provisions, and any claim
against Ricoh may be enforced or disputed only and exclusively in the courts of
England, or
(c) if you purchased or obtained the Software in the regions other than
those provided in clauses (a) and (b) above, this Agreement shall be deemed
made under the laws of Japan, excluding the choice of law and conflict of law
provisions, and any claim against Ricoh may be enforced or disputed only and
exclusively in the courts of Tokyo, Japan.
To the extent permitted by local law, the parties hereto waive any right they
may have to trial by jury.
9.4 Should any provision of this Agreement be held to be void,
invalid, unenforceable or illegal by a court, the validity and enforceability of
the other provisions will not be affected thereby, it being the intent of the
parties that this Agreement shall be enforced to the full extent allowable
under applicable law. Without limiting the foregoing, if any limitation
or exclusion of liability is held by a court or tribunal of competent
jurisdiction to be unenforceable as to a particular claim or cause of action,
the parties intend that it shall nonetheless apply to the maximum extent
permitted by applicable law to all other claims and causes of action.
9.5 Failure of Ricoh to enforce any provision of this Agreement
shall not be construed as a waiver of such provision or of the right to enforce
such provision.
9.6 You agree that this Agreement and any document expressly
referred to in it (including the Confirmation of Permitted Usage) is the entire
agreement between you and Ricoh concerning the Software and Documentation and
supersedes all proposals or prior agreements, verbal or written, and any other
communications between you and Ricoh relating to the Software and
Documentation.
9.7 No amendment to this Agreement shall be effective unless signed
by a duly authorized representative of both parties.
9.8 Ricoh will not be liable to you for any breach of this
Agreement which arises because of any circumstances which Ricoh cannot
reasonably be expected to control.
9.9 If the Software is supplied on a demonstration, evaluation or
similar not-for-resale (“NFR”) basis, you are granted a limited, non-exclusive
license to use a copy of the Software under the terms of this Agreement for a
limited time period only. BY YOUR USE OF THE NFR OR EVALUATION SOFTWARE,
YOU ACKNOWLEDGE AND AGREE THAT YOUR RIGHT TO USE THE SOFTWARE WILL TERMINATE
AFTER THE EVALUATION PERIOD AND THEREAFTER YOU WILL NOT BE ABLE TO USE THE
SOFTWARE UNTIL YOU PURCHASE A COMMERCIAL LICENSE. ALL NFR OR EVALUATION
COPIES ARE LICENSED “AS IS” WITH NO WARRANTIES OF ANY TYPE WHATSOEVER, AND NO
SUPPORT AND MAINTENANCE.
9.10 No term of this Agreement is enforceable by a person who is not a
party to this Agreement, except that all of Ricoh Affiliates are direct and
intended third-party beneficiaries of this Agreement and shall have the benefit
of and the right to enforce all provisions of this Agreement which benefit and
are enforceable by Ricoh.
9.11 If there are discrepancies between the English version of this
Agreement and any other language versions of this Agreement, the English
version of this Agreement shall prevail unless otherwise required by local law
without the possibility of contractual waiver or limitation.
9.12 You acknowledge that the unauthorized disclosure or use of the
Software or any related Documentation or of Ricoh’s intellectual property
rights, or breach of your confidentiality undertaking in violation of this
Agreement would cause irreparable injury to Ricoh for which remedies at law
would be inadequate. Accordingly, Ricoh may seek immediate injunctive or
other equitable relief in a court of competent jurisdiction in connection with
any breach or alleged breach of the provisions of this Agreement.
9.13 Nothing in this Agreement affects any statutory rights of consumers
under applicable law that cannot be waived or limited by contract.
9.14 If any government or authority imposes a duty, tax (other than
income tax), levy or fee on this Agreement or the sale or use of the Software
itself that is not otherwise provided for in the Confirmation of Permitted
Usage, you agree to pay it when Ricoh invoices you.
© 2015-2021 Ricoh Company Ltd. All rights reserved.
69486v4
Document Number: 78426 Version: 1
69486v4
LICENSE INFORMATION
© 2015-2021 Ricoh Company Ltd. All rights reserved.
The Programs listed below are licensed under the following terms and conditions
in addition to those of the applicable license agreement. This document is part
of the Documentation and Confirmation of Permitted Usage under the Ricoh
Software License Agreement.
Program Name: InfoPrint XT for AIX, Linux, or Windows
Program Number: 5765-XTA
Authorization for Use on Home/Portable Computer: You may not copy and use this
Program on another computer without paying additional license fees.
Limited Use Rights for Other Ricoh Programs
If You acquired this Program as part of another Ricoh Program ("Principal
Program that lists this Program under "Other Ricoh Programs," You
received this Program only in support of the Principal Program and Your rights
to use this Program will be limited by the license of the Principal Program.
Please contact Your Ricoh Sales Representative if You wish to acquire a
separate license to this Program not limited by the Principal Program's license
terms.
Specified Operating Environment
The Program's specifications and specified operating environment information
may be found in documentation accompanying the Program, if available, such as a
read-me file, or other information published by Ricoh, such as an announcement
letter. You agree that such documentation and other Program content may be
supplied only in the English language.