Trailmeme Terms and Conditions of Use and Service

Introduction

The following terms and conditions ("Terms and Conditions") govern your use of the Trailmeme Web page, and any content made available from or through the Trailmeme Web page, including any subdomains thereof (the "Site"). The Site is made available by Xerox Corporation ("Xerox"). Xerox may change the Terms and Conditions from time to time, without notice to you, by posting such changes on the Site. BY USING THE SITE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS AS APPLIED TO YOUR USE OF THE SITE. If you do not agree to these Terms and Conditions, you may not access or otherwise use the Site. If you breach any of these Terms and Conditions, your authorization to use this Site automatically terminates.

User Information

You may be required to provide information about yourself such as your identification or contact details (such information referred to hereinafter as "User Information") as part of the registration process for the Site, or as part of your continued use of the Site. User Information will be used only in accordance with the Trailmeme Privacy Policy available at: Privacy Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information. Xerox does not direct any part of the Site to children under 13 years old and does not knowingly collect personally identifiable information from children. If you are not older than 18 you are not authorized to use this Site.

Your Content

Your content may now or in the future include trails, videos, images, audio clips, photos, graphic designs, advertisements, sponsorships and/or other types of content submitted by You or others enabled by you ("Your Content").

You shall be solely responsible for Your Content and the consequences of posting or publishing such content. In connection with Your Content, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Xerox to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Your Content to enable inclusion and use of the Your Content in the manner contemplated by our Services and these Terms and Conditions; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in Your Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of Your Content in the manner contemplated by our Services and these Terms and Conditions.

For clarity, you retain all of your ownership rights in Your Content. However, by placing Your Content on the Site you specifically give Xerox the following permission, subject to your privacy and application settings: you hereby grant Xerox a worldwide, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform Your Content in connection with our Services and Xerox (and its parent and successor's) business, including without limitation for promoting and redistributing Your Content (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user accessing Your Content a non-exclusive license to access Your Content, and to use, reproduce, distribute, display and perform Your Content. The foregoing license granted by you terminates once you block access to, remove or delete Your Content. This license ends when you delete Your Content or your account (except to the extent Your Content has been shared with others, and they have not deleted it).

In connection with Your Content, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Xerox all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Xerox or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) impersonate another person. Xerox does not endorse any of Your Content or any opinion, recommendation, or advice expressed therein, and Xerox expressly disclaims any and all liability in connection with Your Content. Xerox does not condone copyright infringing activities and infringement of intellectual property rights throughout its Service, and Xerox will remove Your Content if properly notified that Your Content infringes on another's intellectual property rights. Xerox will also suspend and/or terminate a user's access to our Service, if they are determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has Your Content removed more than twice. Xerox also reserves the right to decide whether Your Content is appropriate and complies with these Terms and Conditions for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to obscene or defamatory material. Xerox may remove Your Content and/or suspend or terminate a user's access for uploading such material in violation of these Terms and Conditions at any time, without prior notice and at its sole discretion.

Data Rights

In order to provide certain Services, you must allow us to use raw data related to the use and distribution of Your Content ("Data") that will be collected as part of the Services. You hereby grant Xerox a non-exclusive, perpetual, worldwide and irrevocable right and license to utilize the Data to track, extract, compile, synthesize, aggregate, and analyze such Data, including, but not limited to, the creation of anonymous and promotional tracking data ("Tracking Data"). We reserve the right to use, reproduce, distribute and display Tracking Data, in our sole discretion.

Non-Confidentiality and Security

You understand that information that you submit to us, including, Your Content, is submitted precisely for the purpose of public disclosure in a variety of media and channels, and therefore such information is not subject to any confidentiality obligation. Certain other limited information in accordance to your privacy and application settings may be private and Xerox will use reasonable efforts to maintain the security and integrity of such information you provide to us. However, you acknowledge and agree that Xerox cannot fully eliminate security risks and cannot guarantee that unauthorized access to your information will never occur.

Prohibited Uses

You agree not to use the Site: (a) in any manner that violates any applicable local, state, national, foreign, or international law; (b) to stalk, harass, threaten or harm another individual; (c) to impersonate any other person or entity, whether actual or fictitious, including anyone from Xerox; (d) to misrepresent your affiliation with a person or entity; (e) to interfere with the Site or equipment that implement the Site; (f) to restrict or inhibit any other user from using and enjoying the Site or the Site's services; (g) to offer to buy or sell any product or service; (h) to encourage conduct that would constitute a criminal offense or give rise to civil liability.

Software

Xerox makes software available on this site either by exposing the functionality to you via a browser interface or by providing you with downloadable source or compiled code such as plugin modules designed for use with other software systems and to enable programmatic interaction with this site. Any software that is available on this Site ("Software") is the copyrighted work of Xerox and/or its licensors unless explicitly noted otherwise. Copying or reproducing the Software to any other server or location for further reproduction or redistribution is prohibited, unless such reproduction or redistribution is permitted by a license agreement accompanying such Software. You may not create derivative works of the Software, or attempt to decompile or reverse-engineer the Software unless otherwise permitted by the license accompanying the software. Use of the Software is subject to the license terms of any license agreement that may accompany or is provided with the Software. SOFTWARE MAY CONTAIN, OR BE MODIFIED TO CONTAIN, COMPUTER CODE CAPABLE OF AUTOMATICALLY DISABLING ITS PROPER OPERATION OR FUNCTIONALITY WHICH MAY BE ACTIVATED UPON EXPIRATION OR TERMINATION OF YOUR LICENSE.

Xerox makes no warranties whatsoever as to the operational performance of the Software. Because Software is inherently complex and may not be completely free of errors, you are advised to verify and back up your work. Additionally, Xerox does not guarantee compatibility between the Software and any future versions of the Software that may be made available on this Site.

U.S. Government Restricted Rights: The Software available on this Site and accompanying documentation that is downloaded from this Server for or on behalf of the United States of America, its agencies and/or instrumentalities are provided with Restricted Rights. You agree to meet all requirements necessary to ensure that the Federal Government will honor such rights. Disclosure, use or reproduction of the Software and accompanying documentation are subject to restrictions set forth at Federal Acquisition Regulation 52.227-14, when applicable, or in the Department of Defense Federal Acquisition Regulations Supplement 252.227-7013.

Submitted Materials

Xerox does not solicit nor does Xerox wish to receive any confidential, secret or proprietary information or other material submitted by you through the Site, by e-mail or in any other way (“Submitted Materials”). Any Submitted Materials submitted or sent to us (including, for example and without limitation, that which you submit or post to our chat rooms, message boards, and/or our blogs, or send to us via e-mail) will be deemed not to be confidential or secret, and may be used by Xerox in accordance with the license below consistent with the Trailmeme Privacy Policy.

Xerox is not obligated to consider, evaluate, use or respond to Submitted Materials submitted or sent to Xerox, and assumes no obligation, implied or express, to provide any details about any evaluation of Submitted Materials that Xerox may undertake.

All Submitted Materials that may be available on the Site are the sole responsibility of the person or organization with whom such Submitted Materials originated.

Xerox does not control the Submitted Materials posted or displayed on the Site, and thus cannot guarantee the accuracy, integrity or quality of such Submitted Materials. You understand that by using the Site, you could be exposed to Submitted Materials that you may find offensive, indecent or objectionable. Xerox will not be liable in any way for any Submitted Materials, including but not limited to any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any Submitted Materials in the Site. You bear all risks associated with the use of any Submitted Materials, including any reliance on the accuracy, completeness, usefulness, or suitability of such Submitted Materials. You agree that you must evaluate, and bear all risks associated with, the use of any Submitted Materials, including any reliance on the accuracy, completeness, or usefulness of such Submitted Materials.

Xerox reserves the right (but is not obligated) to pre-screen, review, tag, filter, modify, refuse, or remove any Submitted Materials. Without limiting the foregoing, Xerox shall have the right to remove any Submitted Materials that violates these Terms and Conditions or applicable law or is otherwise objectionable. Xerox may also restrict access to part or all of the forums without notice or penalty if Xerox believes you are in breach of the guidelines set forth in this paragraph, the Terms and Conditions or applicable law, or for any other reason without notice or liability.

By submitting or sending Submitted Materials to Xerox, you represent and warrant that:

(a) you are at least 18 years old;

(b) you own or have acquired all necessary rights in your Submitted Materials to enable you to grant to XEROX the rights described herein in your Submitted Materials;

Links to Other Web Sites

Links to other web sites are provided solely as a convenience to you. Xerox does not endorse such sites and is not responsible for their content. If you decide to access any of the sites linked to this Site, you do so entirely at your own risk.

SITE INFORMATION AND DISCLAIMER

SITE INFORMATION REGARDING XEROX PRODUCTS AND SERVICES, INCLUDING THEIR AVAILABILITY, APPEARANCE, PRICE AND SPECIFICATIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE. SUCH INFORMATION SHALL NOT CONSTITUTE A REPRESENTATION, WARRANTY OR OTHER COMMITMENT BY XEROX WITH RESPECT TO ANY PRODUCT OR SERVICE AND XEROX HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, SUITABILITY FOR ANY PURPOSE OR COMPLETENESS THEREOF.

IN NO EVENT SHALL XEROX, ITS AFFILIATES, SUPPLIERS, AND/OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION OR ANY OTHER CAUSE OF ACTION WHATSOEVER, ARISING OUT OF OR IN CONNECTION WITH THE USE OF INFORMATION AVAILABLE ON THIS SITE.

This web site may contain forward-looking statements and information relating to Xerox that are based on our beliefs as well as assumptions made by and information currently available to us. The words "anticipate," "believe," "estimate," "expect," "intend," "will," and similar expressions, as they relate to us, are intended to identify forward-looking statements. Actual results could differ materially from those projected in such forward-looking statements. Information concerning certain factors that could cause actual results to differ materially is included in the company's 10-K and 10-Q filings with the U.S. Securities and Exchange Commission. We do not intend to update these forward-looking statements.

LIMITATION OF LIABILITY

IN NO EVENT SHALL XEROX, ITS AFFILIATES, OR ITS SUPPLIERS AND LICENSORS, BE LIABLE TO YOU FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT XEROX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Applicable Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts law. You agree that any dispute arising from or relating in any way to this Site 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. You further agree to indemnify, defend and hold harmless Xerox and its agents and affiliates against any claim, liability, expense or damages arising from or relating to your use of the Site. If any provision of these Terms and Conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not effect the validity and enforceability of any remaining provisions.

Xerox makes no representation that materials, Software, products or services on this Site are available outside of the United States. You may not use, export or re-export the materials, Software, products or services on this Site in violation of any applicable laws or regulations, including without limitation, United States export laws and regulations.

Trademarks

Xerox trademarks, logos, and service marks (collectively the "Trademarks") displayed on the Site, including, but not limited to XEROX® and the sphere of connectivity, are trademarks of Xerox Corporation in the U.S. and/or other countries. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of Xerox or such third party that may own other trademarks displayed on the Site. Your misuse of the Trademarks displayed on the Site, or any other content on the Site is strictly prohibited. You are also advised that Xerox will aggressively enforce its intellectual property rights to the fullest extent of the law.

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