PSC INC. POWERSCAN® END USER LICENSE AGREEMENT
Notice to End User: The PSC Product you have acquired contains embedded Software, which is integral to the product’s operation. This Software is being provided to you under license, subject to the terms and conditions of this Agreement. If you use the PSC Product, you will be deemed to have accepted the terms and conditions of this Agreement. If you do not intend to be bound to the terms of this Agreement, PSC is not willing to license the Software to you, you may not use the PSC Product or the Software, and you must contact the party from whom you acquired the PSC Product for instructions.
This End User Software License Agreement (“Agreement”) is a legally binding agreement governing the licensing of the Software and Documentation by PSC Inc. and its wholly owned subsidiaries and affiliates (“PSC”) to the entity or person who has purchased or otherwise acquired a PSC Product (“End User”). For purposes of this Agreement, any software that is associated with a separate end-user license agreement is licensed to you under the terms of that license agreement. PSC and End User hereby agree as follows:
1.Definitions.
1.1"Documentation" means materials such as user’s guides, program reference guides, quick reference guides, manuals, or similar materials associated with or related to the PSC Product, whether in printed, “online”, or other form.
1.2"Proprietary Information" means: (a) source code, object code, software, documentation, and any related internal design, system design, data base design, algorithms, technology, technical data or information, implementation techniques, and trade secrets related to the Software, (b) any other trade secrets marked appropriately or identified as proprietary or confidential, and (c) any information that End User, under the circumstances, should recog- nize as confidential. Proprietary Information does not include any information that the receiving party can establish was (1) in the public domain, (2) already in the receiving party’s possession or rightfully known prior to receipt, (3) rightfully learned from a third party not in violation of any other's pro- prietary rights, or (4) independently developed without access to Proprietary Information.
1.3“PSC Product” means the PSC Powerscan® series, Powerscan® Imager series, Powerscan® EP series, Powerscan® LR series, Powerscan® HD series, and/or Powerscan RF® series scanner and/or scanner/scale product, including all embedded Software in and all Documentation related to such product, which has been purchased or otherwise acquired by End User, whether obtained directly or indirectly from PSC.
1.4"Software" means any software or computer programs of PSC or its third party licensors in machine readable form which is embedded in the PSC Product, whether obtained directly or indirectly from PSC, including any replacement, update, upgrade, enhancement or modification.
2.Scope Of License Granted.
2.1PSC grants to End User a non-exclusive, non-transferable, perpetual license to use the Software, solely on the PSC Product in which it is embedded (“designated PSC Product”), in machine-readable form only, solely for End User's internal business purposes. This Agreement does not convey own- ership of the Software to End User. Title to the Software shall be and remain with PSC or the third party from whom PSC has obtained a licensed right. As used in this Agreement, the term “purchase” or its equivalents when applied to the Software shall mean “acquire under license.” End User is not entitled to receipt or use of the source code to any Software.
2.2End User shall not copy, modify, decompile, disassemble, reverse engineer, or otherwise reproduce or remanufacture 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 pur- poses other than as expressly provided in this Agreement, without PSC’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 desig- nated PSC Product will be a material breach of this Agreement. However, PSC 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 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 transfer 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 intel- lectual 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 contained 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 Information 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 protect the Proprietary Information no less securely than if it were End User's own intellectual 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 substantially to the applicable Documentation for the period speci- fied in the Documentation. During this period, for all reproducible nonconformities for which PSC has been given written notice, PSC will use commer- cially reasonable efforts to remedy nonconformities verified by PSC. End User agrees to supply PSC with all reasonably requested information and assistance necessary to help PSC in remedying such nonconformities. For all defects reported to PSC within the warranty period, PSC’s liability is lim- ited 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 product 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 unauthorized installation, and shall be void if End User modifies the prod-
