Software Product Policy
2.2End User shall not copy, modify, decompile, disassemble, reverse engineer, or otherwise reproduce or reman- ufacture the Software, whether modified or unmodified, nor sell, assign, sublicense, distribute, lend, rent, give, or otherwise transfer the Software to any other person or organization, for purposes other than as expressly provided in this Agreement, without Datalogic’s prior written consent.
3.Transfers, Support.
3.1Any copying, installing, reproduction, remanufacture, reverse engineering, electronic transfer, or other use of the Software on other than the designated Datalogic Product will be a material breach of this Agreement. However, Datalogic may elect not to terminate this Agreement or the granted licenses, but instead may elect to notify End User that End User is deemed to have ordered and accepted a license for each breaching use. End User shall pay Datalogic the applicable list price for such licenses as of the date of such breach.
3.2End User shall not sell, assign, sublicense, distribute, lend, rent, give, or otherwise transfer the Datalogic Product to any third party unless such third party agrees with Datalogic in writing to be bound by the terms and conditions of this Agreement. Any such transfer of the Datalogic Product absent such agreement shall be null and void.
3.3End User may obtain support for Software from Datalogic at Datalogic’s standard support fees and under Dat- alogic’s standard support terms and conditions in effect at the time the support is requested.
4.Intellectual Property.
End User acknowledges that the Software constitutes valuable trade secrets of Datalogic or Datalogic’s third party licensors and that the Software is protected by intellectual property laws and treaties. The license set forth in this Agreement does not transfer to End User any ownership of Datalogic’s or its third party licensors' copyrights, patents, trademarks, service marks, trade secrets, or other intellectual property rights and End User shall have no right to commence any legal actions to obtain such rights. End User shall not remove, modify, or take any other action that would obscure any copyright, trademark, patent marking, or other intellectual property notices contained in or on the Datalogic Product.
5.Proprietary Information.
5.1End User acknowledges that Proprietary Information is the confidential, proprietary, and trade secret property of Datalogic and Datalogic’s third party licensors and End User acquires no right or interest in any Proprietary Information.
5.2End User shall not disclose, provide, or otherwise make available the Proprietary Information of Datalogic or its third party licensors to any person other than End User’s authorized employees or agents who are under confidentiality agreement, and End User shall not use the Proprietary Information other than in conjunction with use of the Datalogic Product exclusively for End User’s internal business purposes. End User shall take steps to protect the Proprietary Information no less securely than if it were End User's own intellectual prop- erty.
5.3The provisions of this Proprietary Information Section shall survive and continue for five (5) years after the ter- mination of this Agreement.
6.Limited Warranty.
6.1Datalogic warrants that, under normal use and operation, the Datalogic Product will conform substantially to the applicable Documentation for the period specified in the Documentation. During this period, for all repro- ducible nonconformities for which Datalogic has been given written notice, Datalogic will use commercially reasonable efforts to remedy nonconformities verified by Datalogic. End User agrees to supply Datalogic with all reasonably requested information and assistance necessary to help Datalogic in remedying such noncon- formities. For all defects reported to Datalogic within the warranty period, Datalogic’s liability is limited to pro- viding End User with one copy of corrections or responding to End User's problem reports according to Datalogic's standard assistance practices. Datalogic does not warrant that the product will meet End User's requirements or that use of the product will be uninterrupted or error free, or that Datalogic's remedial efforts will correct any nonconformance. This limited warranty does not cover any product that have been subjected to damage or abuse, whether intentionally, accidentally, or by neglect, or to unauthorized repair or unauthor- ized installation, and shall be void if End User modifies the product, uses the product in any manner other than as established in the Documentation, or if End User breaches any of the provisions of this Agreement.
6.2EXCEPT AS PROVIDED IN THIS AGREEMENT, THE DATALOGIC PRODUCT IS PROVIDED “AS IS” AND DATALOGIC MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE PRODUCT, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.Infringement.
7.1Datalogic will defend End User against any claim in a lawsuit that the Datalogic Product furnished hereunder infringe a United States patent or copyright of a third party and Datalogic will pay any damages finally awarded against End User by a court of competent jurisdiction that are attributable to such claim or will pay End User’s part of any settlement that is attributable to such claim, provided, that 1) End User notifies Data- logic promptly in writing of the claim, 2) Datalogic controls the defense or settlement of the claim, and 3) End User cooperates fully with Datalogic in such defense or settlement. All notices of a claim should be sent to Datalogic Scanning, Inc., Legal Department, 111 SW Fifth Ave. Suite 4100, Portland, OR
7.2In the defense or settlement of any such claim, Datalogic may, at its option, 1) procure for End User the right to continue using the Datalogic Product, 2) modify the Datalogic Product so that it becomes
7.3Datalogic shall have no liability to End User for claims of infringement based upon 1) the use of any Datalogic Product in combination with any product which Datalogic has not either furnished or authorized for use with such Datalogic Product 2) the use of any Datalogic Product designed, manufactured, or modified to the spec- ifications of End User, or 3) End User’s modification of the Datalogic Product without written authorization from Datalogic.
7.4THE FOREGOING STATES DATALOGIC’S COMPLETE AND ENTIRE OBLIGATION CONCERNING CLAIMS OF PATENT, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT, CANCELS AND SUPERCEDES ANY PRIOR AGREEMENTS, WHETHER ORAL OR WRITTEN, BETWEEN THE PAR- TIES CONCERNING SUCH CLAIMS, AND WILL NOT BE MODIFIED OR AMENDED BY ANY PAST, CON-
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