material breach of this Agreement. However, PSC may elect not to terminate this Agree- ment 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 PSC 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 trans- fer the PSC Product to any third party unless such third party agrees with PSC in writing to be bound by the terms and conditions of this Agreement. Any such transfer of the PSC Product absent such agreement shall be null and void.
3.3End User may obtain support for Software from PSC at PSC’s standard support fees and under PSC’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 PSC or PSC’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 PSC’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 con- tained in or on the PSC Product.
5.Proprietary Information.
5.1End User acknowledges that Proprietary Information is the confidential, proprietary, and trade secret property of PSC and PSC’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 Infor- mation of PSC 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 PSC Product exclusively for End User’s internal business purposes. End User shall take steps to pro- tect the Proprietary Information no less securely than if it were End User's own intellec- tual property.
5.3The provisions of this Proprietary Information Section shall survive and continue for five
(5) years after the termination of this Agreement.
6.Limited Warranty.
6.1PSC warrants that, under normal use and operation, the PSC Product will conform sub- stantially to the applicable Documentation for the period specified in the Documentation. During this period, for all reproducible nonconformities for which PSC has been given written notice, PSC will use commercially reasonable efforts to remedy nonconformities verified by PSC. End User agrees to supply PSC with all reasonably requested informa- tion and assistance necessary to help PSC in remedying such nonconformities. For all defects reported to PSC within the warranty period, PSC’s liability is limited to providing End User with one copy of corrections or responding to End User's problem reports according to PSC's standard assistance practices. PSC 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 PSC'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 unautho- rized 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 PSC PRODUCT IS PROVIDED “AS IS” AND PSC MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE PRODUCT, AND SPECIFICALLY DIS- CLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.Infringement.
7.1PSC will defend End User against any claim in a lawsuit that the PSC Product furnished hereunder infringe a United States patent or copyright of a third party and PSC will pay any damages finally awarded against End User by a court of competent jurisdiction that
ii | Magellan® 1000i |
