(PPG) Software End User License Agreement
2. Intellectual Property.
End User acknowledges that the Software constitutes valuable trade secrets of PSC 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 copyrights, patents, trademarks, service marks, trade secrets, or other intellectual property rights and End User shall have no right to commence any legal action to obtain such rights. End User shall not remove, modify, or take any other action that would obscure any copyright, trademark, or other intellectual property notices contained in the Software.
3. Proprietary Information.
3.1“Proprietary Information” means all (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 recognize 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 proprietary rights, or (4) independently developed.
3.2End User acknowledges that Proprietary Information is the confidential, proprietary, and trade secret property of PSC and End User acquires no right or interest in any Proprietary Information.
3.3End User shall not disclose, provide, or otherwise make available PSC's Proprietary Information to any person other than End User's authorized employees or agents, all of whom must be under confidentiality agreement at least as restrictive as the terms of this Section 3, and End User shall not use the Proprietary Information other than in conjunction with use of the Software 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.
3.4The provisions of this Section shall survive and continue for five (5) years after the termination of this Agreement.
4. Limited Warranty.
4.1PSC warrants that, under normal use and operation, the Software will conform substantially to the applicable documentation for a period of thirty (30) days from delivery to End User. During this period, for all reproducible nonconformities for which PSC has been given written notice, PSC will use commercially reasonable efforts to remedy nonconformities determined 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 limited to providing End User with one copy of corrections or refunding the amount End User paid for the Software license, at PSC's discretion, and responding to End User's software problem reports according to PSC's standard assistance practices. PSC does not warrant that the Software will meet End User's requirements or that use of the products will be uninterrupted or error free, or that PSC's remedial efforts will correct any nonconformance. This limited warranty does not cover any software that has been customized, subjected to damage or abuse, whether intentionally, accidentally, or by neglect, or to unauthorized repair, unauthorized alteration, or unauthorized installation, and shall be void if End User modifies the Software, uses the Software in a manner other than as established in the applicable documentation, or if End User breaches any of the provisions of this Agreement.
4.2THE SOFTWARE IS PROVIDED “AS IS” AND, EXCEPT AS PROVIDED IN THIS SECTION, PSC MAKES NO WARRANTIES OF ANY
KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE SOFTWARE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5. Infringement.
5.1PSC will defend End User against any claim in a lawsuit that the Software furnished hereunder infringes 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 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 PSC promptly in writing of the claim, 2) PSC controls the defense or settlement of the claim, and 3) End User cooperates fully with PSC in such defense or settlement. All notices of a claim should be sent to PSC Inc., Legal Department, 111 SW Fifth Ave. Suite 4100, Portland, OR
5.2In the defense or settlement of any such claim, PSC may, at its option, 1) procure for End User the right to continue using the Software, 2) modify the Software so that it becomes
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