DEALER TERMS AND CONDITIONS FOR LICENSE AND SUBCLICENSE OF KYOCERA FLEET SERVICES

These Terms and Conditions are applicable from the day KFS is ordered, downloaded or accessed by Dealer (Licensee) (“Effective Date”), from a KYOCERA Document Solutions Europe Management B.V. group company or authorized distributor “KDE”.

Collectively, KDE and Licensee shall be referred to as “Parties”, and individually as “Party”.

Article 1 - Definitions

• “Agreement” means this agreement between KDE and Licensee.
  
• “End User/End Users” means an employee or employees of the Licensee or Sublicensee.
  
• “Intellectual Property” means all (i) patents, patent applications and inventions (whether patentable or not), (ii) trademarks, trade names and domain names, (iii) copyrights and copyrightable works (including computer program and mask work), and (iv) all other forms of intellectual property, such as data and databases.
  
• “Licensee” means a Dealer who has signed a dealer agreement including applicable payment terms, with KDE or with an authorized distributor of KDE who has signed a distributor agreement with KDE.
• “Sublicensee” company who has ordered KFS Software and Services from Licensee.
• “Service” means the service as described in the Exhibit A.
• “Software” means the computer program as described in the Exhibit A.
  

Article 2 – Grant of license, limitations

• Subject to the provisions of this Agreement, KDE hereby grants to Licensee the non-exclusive and non-transferable right to use the Software including associated documentation and access to the Services. KDE and Licensee shall agree on an SLA applicable to the Services.
• Subject to the conditions in Article 2.7, the license to use the Software includes the right to load, display, execute, install, distribute, transfer, license, or otherwise dispose of the Software in so far as the use is in accordance with the intended use. The intended use of the Software is a cloud service which monitors and processes data from Software installed on Hardware (mfp), servers and mobile devices, and which communicates with KDE for maintenance, preventive maintenance, and hardware supplies for the benefit of End User’s business.
• Licensee is entitled to duplicate necessary copy of the Software solely for the purpose of back-up and security.
• Licensee shall not reverse engineer, disassemble or decompile all or a part of the source code of the Software.
• Before establishing interoperability of the Software with other Software, Licensee shall request KDE for the required information and for approval to establish the interoperability. This approval shall not unreasonably be withheld.
• KDE is entitled to enhance, change, or otherwise modify the specifications of the Software from time to time, in its sole discretion.
• Subject to the provisions of this Agreement, KDE hereby grants to Licensee the non-exclusive and non-transferable right to sublicense use of the Software including the associated documentation and the access to the Services to Sublicensee on the condition that Licensee ensures conditions (a) and (b) set out below will be included in the contractual documentation between the Sublicensee and their End User’s (“Sublicense Right”):
• (a) End Users must confirm acceptance of the End User License Agreement and the Data Processing Terms and Conditions available at: https://www.kyoceradocumentsolutions.eu/en/products/software/kyocera-fleet-services.html before the End User can receive the Services.
• (b) Licensee and Sublicensee must accept the Data Processing Terms and Conditions available at: https://www.kyoceradocumentsolutions.eu/en/products/software/kyocera-fleet-services.html

Article 3 – Warranty and Limitation of Liability

• IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS) IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE FURNISHING, FUNCTIONING, USE, DISTRIBUTION OR MARKETING OF THE SOFTWARE OR ANY RELATED ITEM OR SERVICES PROVIDED BY KDE OR ITS LICENSOR, HOWSOEVER ARISING AND UNDER ANY THEORY OF LEGAL LIABILITY AND NOTWITHSTANDING THAT THE DAMAGES WERE REASONABLY FORESEEABLE OR THAT THE BREACHING PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  
• Except as specifically provided in this Agreement, the Software is provided “as is” without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, and delays.
  
• KDE warrants to Licensee that it holds itself the necessary rights to grant the rights specified in this Agreement and that it has authority to enter into this Agreement with Licensee.
  
• Some systems/software may not be capable of supporting the Software and Licensee acknowledges (a) that it has made appropriate investigations into the necessary systems/software required to support Licensee’s or Sublicensee’s use of the relevant Software and (b) that performance of that Software may vary with equipment and telecommunications links with which it is used.
  

Article 4 – Intellectual Property rights, Data Processing

• Licensee acknowledges that all Intellectual Property rights, including but not limited to copyrights and patent rights, related to the Software are the sole property of KDC or its licensors.
• Licensee shall not take any action prohibited by KDE in this Agreement, including but not limited to transferring the usage rights to the third party, disclosing the information designated as confidential by KDC or KDE related to the Services and Software or redesigning the program of Software.
• KDE indemnifies Licensee for any third party claim that an intellectual property right would infringe on a third party right, provided that Licensee provided that KDE is notified promptly in writing and given authority, information, and assistance for the defense or settlement of such claim suit or proceeding.
• The KFS Privacy Statement contains further information regarding the processing of personal data and is available at https://www.kyoceradocumentsolutions.eu/en/products/software/kyocera-fleet-services.html and may be amended at Kyocera’s sole discretion from time to time.
  

Article 5 – License fee

• The license fee for Services and Software and its payment terms shall be available from KDE sales representative.
  

Article 6 – Term and termination

• This Agreement shall become effective on the Effective Date and continues to be in effect until terminated by either Party.
• This Agreement shall automatically be renewed for one (1) year on the terms and conditions contained herein, unless either Party give the other party written notice of its intention not to renew no later than six (6) months prior to the expiration date.
  
• Either Party has the right to terminate this Agreement with immediate effect upon written notice to the other party if that other party is in default in relation to this Agreement and has failed to cure such default within thirty (30) days of a written notice of default from the non-breaching party.
• Either Party may terminate this Agreement by giving the other party 6 months prior written notice of termination.
• KDE may terminate this Agreement if the cloud services provider Microsoft intends to terminate the applicable cloud services agreement with KDC due to changes to or availability of the Microsoft Online Services detailed https://www.microsoftvolumelicensing.com/DocumentSearch.aspx?Mode=3&DocumentTypeId=46 or on the current Microsoft web page. KDE shall inform Licensee immediately of such change.
  
• In case of expiration or termination of this Agreement, Licensee shall cease the usage of the applicable Software immediately and return any of the items provided by KDE, including but not limited to data carriers, documentation and/or manuals, to KDE within one (1) month after expiration or termination.
  

Article 7 – Miscellaneous

• In the event of any doubt in the interpretation of any article of this Agreement or should a topic have not been arranged in this Agreement, Parties shall discuss in good faith with each other and decide on a solution.
• Neither Party shall have any liability for any failure or delay in performance of this Agreement resulting from any event or change in the law beyond the reasonable control of that Party, and which adversely affects the Services or prevents KDE from providing the Services. The Party affected by such event shall promptly notify the other Party in writing when such event causes a delay or failure in performance of the Services and when it ceases to do so. If such event continues for a continuous period of more than 30 days, either Party may terminate this Agreement by written notice to the other Party.
• This Agreement shall be governed by and construed in accordance with the laws of the Netherlands.