UCS Advanced “Hosted Services”

The purpose of this Rider is to supply the terms and conditions for our customers to access and use the referenced Hosted Services.  This Rider supplements and amends existing agreements between the parties, which may be in the form of a Statement of Work, Purchase Order or a Service Schedule to a “Master” agreement.  Such existing agreements are incorporated and referred to herein as the “Agreement”.  In the event of any conflict between the terms of the Agreement and this Rider, the terms of this Rider shall control.  “You” or “Subscriber” means the party who accepts this Rider.

1.  Hosted Services.  The Hosted Services comprise a web-based application hosted and provided by one or more third-party software manufacturers and/or application service providers (collectively, “Licensors”).  Ricoh represents and warrants that it is a duly authorized reseller of the Hosted Services and has the right to grant Customer a sublicense to the Hosted Services as provided in this Rider.  

2.  Trial Term.  The Hosted Services are licensed for use on a time-limited subscription basis (the “Trial Term”).  Upon expiration of the Trial Term, you will no longer be able to access or use the Hosted Services. The Trial Term shall commence upon the 1st day following the date the trial Hosted Services activation process has been completed.

3.  Subscription Sublicense.  As an authorized reseller of the Hosted Services, Ricoh hereby grants You a time-limited, a non-exclusive, non-assignable, non-sub licensable, non-transferable sublicense to access and use the Hosted Services remotely over the Internet according to the terms and conditions established by the Licensors.  Copies of the Licensor’s terms and conditions (“Terms of Use”) may be found at http://videxio.com/products/terms-of-service.  You hereby agree to accept these Terms of Use before you access or use the Hosted Services for the first time.  The Terms of Use may also contain other conditions and restrictions on your use of the Hosted Services.  You agree to comply with any user, volume or usage metrics or similar restrictions governing your use of the Hosted Services as part of the trial, and/or the Terms of Use, and to limit your use to only those particular feature sets or modules set forth above.  Your rights of use are only for the Trial Term set forth above or in your order, and are solely for your own internal business purposes. The sublicense granted herein shall not be deemed to transfer any ownership, title or proprietary rights to the Hosted Services to you.  You acknowledge and agree that the Hosted Services use and contain confidential and proprietary information and technology of the Licensors and embody trade secrets and intellectual property of the Licensors protected under United States copyright and other laws, and by international treaty provisions.  Your rights in the Hosted Services are limited to those license rights expressly granted under this sublicense and the Terms of Use, and the Licensors retain all rights not expressly granted herein.  In the event of any conflict between the terms of the Terms of Service and the Agreement, the terms of the Terms of Service shall control.

4. Support. Your trial Subscription to the Hosted Services includes reasonable amounts of telephone support.  Installation, configuration and customization, as well as any on-site support, are not included and must be purchased separately.

5.  Passwords; Performance; Access to Hosted Services.  

a. Passwords.  Access to the Hosted Services may require a confidential password or similar methodology to be provided by Ricoh or its Licensors.  Subscriber is solely responsible for selection of its own user (“Users”), and for the assignment, control and confidentiality of passwords or other access controls or restrictions to the Hosted Services, and assuring that all Users abide by all of the terms, conditions and restrictions contained herein and in the Terms of Use.  Subscriber is responsible any use of the website or Hosted Services under its account including its Users, and any person or entity using Subscriber’s account or a password provided by or obtained from the Subscriber, whether or not such access or use has been authorized by Subscriber and whether or not such person or entity is actually an employee or agent of Subscriber.

b. Performance of Hosted Services. The Licensors of the Hosted Services provide assurances of certain system performance factors to all subscribers of the Hosted Services. The relevant SLAs are contained in the Terms of Use.  In the event the Hosted Services do not conform to the SLAs, Subscriber must submit a claim directly to the Licensors, which are solely responsible for processing and honoring such Subscriber.  For purposes of clarity, Ricoh shall have no responsibility or liability for performance of the Hosted Services or any SLA assurance that the Licensors may offer.  

c. Suspension of Access.   Without limiting other remedies, Licensors, in their sole discretion, may suspend, deny or block access to or use of all or a portion of the site and/or Hosted Services, including access to Subscriber’s account and Content, without notice for any of the following reasons: (i) to comply with any law, regulation, court order, or other governmental request or order requiring immediate action, (ii) to prevent interference with, damage to, or degradation of the site or Hosted Services, (iii) to eliminate a condition that is potentially damaging or harmful to other subscribers or Licensor, (iv) in the event of the Hosted Services are used in a manner that will or does expose Licensors to legal liability, or (vii) upon any breach or default in any other material term of the Terms of Use.  In connection with the foregoing, Licensors and/or Ricoh shall have the right, in their sole discretion, to deactivate, change and/or delete the access and/or passwords of Subscriber and/or any of its Users.

6.  Subscriber Content. 

a. Ownership of Content. The Hosted Services may include functionality that permits Subscriber and its Users an opportunity to transmit, exchange, store, use and/or process certain information, documents, records, data, files, images and similar materials of Subscriber (all such materials in any type of media whatever of Subscriber and its Users are collectively referred to herein as "Content").  Subscriber acknowledges that the Subscriber Content may include material that is either owned by or is the subject of and protected by copyright, trademark, trade name, service mark, trade secret, patent, moral, database, privacy, publicity and other intellectual property and proprietary rights of third parties.  Subscriber hereby represents and warrants that it has all necessary rights in and to all Content provided or submitted to, stored on, or processed or used in connection with the Hosted Services, and that the storage, transmission, processing or use of the Content in connection with the provision of the Hosted Services will not violate any such third party intellectual property rights.

b. Subscriber License to Content.  Subscriber hereby grants to Licensors and its agents an irrevocable, non exclusive, transferrable, worldwide, royalty-free, fully-paid right and license to host, cache, store, copy, access, display, process, transmit and otherwise use the Subscriber Content solely in connection with the provision of the Hosted Services under this Rider.  Subscriber continues to retain all ownership rights in any Content, shall comply with all laws pertaining to the Content and its use thereof, and shall remain solely responsible for its conduct, and for any material or information transmitted to others during its use of the Hosted Services. Licensors reserve the right (but not the obligation) to prescreen, censor, review or monitor the use of the Hosted Services, including the Subscriber Content; however, Licensors shall not be liable for any failure to do so. For purposes of clarity, Ricoh disclaims any ownership rights in any Subscriber Content.

c. Confidentiality of Subscriber Content.  All Subscriber Content shall be deemed customer confidential information.  Ricoh shall not copy or use the Subscriber Content except to provide the Hosted Services and otherwise carry out the purposes of this Rider.  Ricoh further agrees that, except as required to comply with any law, subpoena or order, it will not disclose any Subscriber Content to any third party without Subscriber's prior written consent except to authorized representatives of Subscriber, or to employees, agents or subcontractors (including the Licensors) of Ricoh who have a need to access such Subscriber Content to perform the Hosted Services contemplated hereunder. Content security of the Hosted Services is the sole responsibility of the Licensors and Ricoh makes no separate representations or warranties with respect thereto.  

d. Location of Cloud Facilities.  Licensors and agents may store and process the Content on computers located in the United States and other countries where Licensors and its agents have facilities.  Your acceptance of this Agreement includes your consent to transfers of the Content outside of the country where your business or Users are located. 

e. Disposition of Content.   Upon the expiration or termination of its Trial Term, if Subscriber wishes to retain any Content that may be stored in connection with the Hosted Services, Subscriber must arrange with the Licensors to obtain copies of such Content and pay any fees that may be required in connection therewith.  RICOH SHALL HAVE NO OBLIGATION TO SUBCRIBER TO MAINTAIN ANY CONTENT STORED ON THE HOSTED SERVICES, OR TO FORWARD SUCH CONTENT TO SUBSCIRBER OR ANY THIRD PARTY. 

7.  Limitations.  Because Ricoh has no control over the Licensors’ provision of the Hosted Services, you agree that, as to Ricoh, your use of the Hosted Services is at your sole risk. THE SUBLICENSE GRANTED BY RICOH HEREIN IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE, RICOH DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THIS RIDER AND THE HOSTED SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. RICOH DOES NOT WARRANT THAT THE HOSTED SERVICES WILL BE AVAILABLE, SECURE, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.  NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION, COST OF COVER, LOSS OF DATA, LOST PROFITS OR LOST SAVINGS.  Ricoh’s liability for any damages under this Rider shall be limited to the Fees paid by you to Ricoh for the most recent twelve months of the Trial Term.  You shall indemnify, defend and hold Ricoh harmless from and against any and all liability, losses, costs and expenses (including attorneys’ fees) incurred by Ricoh in connection with any actual or threatened claim arising out of your use of the Hosted Services, or your breach of any covenant or representation made in this Rider.

8.  Export Controls. Subscriber shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and shall not use the Hosted Services to export, or allow the export or re-export of Content in violation of any such restrictions, laws or regulations. Without limiting the foregoing, Subscriber represents and warrants that (i) it and its Users are not located in, and are not citizens, nationals or residents of any country to which the United States has prohibited the export of technical information, (ii) none of its Users are listed on the United States Department of Treasury list of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotics Traffickers, or on the United States Department of Commerce Table of Denial Orders, (iii) it will not permit the Hosted Services to be download or otherwise export or re-export the Hosted Services, directly or indirectly, to prohibited counties or persons on the above-mentioned lists, (iv) it will not use or permit the Hosted Services to be used for, any purposes prohibited by United States law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical, or biological weapons of mass destruction, and (v) that it will otherwise comply with all applicable export control laws. Subscriber agrees to indemnify and hold Ricoh harmless, from and against any violation(s) by Subscriber of the provisions of this Section.