Statement of Agency Compliance
logic 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 other- wise 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 agree- ment shall be null and void.
3.3End User may obtain support for Software from Datalogic at Datalogic's stan- dard support fees and under Datalogic's standard support terms and condi- tions in effect at the time the support is requested.
4. Intellectual Property.
End User acknowledges that the Software constitutes valuable trade secrets of Data- logic or Datalogic's third party licensors and that the Software is protected by intellec- tual 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, pro- prietary, and trade secret property of Datalogic and Datalogic's third party licensors and End User acquires no right or interest in any Proprietary Informa- tion.
5.2End User shall not disclose, provide, or otherwise make available the Proprie- tary 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 con- tinue for five (5) years after the termination of this Agreement.
6. Limited Warranty.
6.1Datalogic warrants that, under normal use and operation, the Datalogic Prod- uct will conform substantially to the applicable Documentation for the period specified in the Documentation. During this period, for all reproducible non- conformities 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 nonconformities. For all defects reported to Datalogic within the warranty period, Datalogic's liability is limited to providing End User with one copy of corrections or responding to End User's problem reports according to Data- logic's standard assistance practices. Datalogic does not warrant that the prod- uct 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 unauthorized 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 PRO- VIDED "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 MERCHANTABIL- ITY 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,
4 | Gryphon™ I GM4100 |
