Datalogic DSE0420 Integration Manual page 6

INTEGRATOR SOFTWARE LICENSE AGREEMENT
ited to providing Integrator with one copy of corrections or responding to Integrator's problem reports
according to Datalogic's standard assistance practices. Datalogic does not warrant that the product will meet
Integrator's requirements or that use of the Datalogic Product will be uninterrupted or error free, or that Dat-
alogic's remedial efforts will correct any nonconformance. This limited warranty does not cover any Datalogic
Product that has been subjected to damage or abuse, whether intentionally, accidentally, or by neglect, or to
unauthorized repair or unauthorized installation, and shall be void if Integrator modifies the Datalogic Prod-
uct, uses the Datalogic Product in any manner other than as established in the Documentation, or if Integra-
tor breaches any of the provisions of this Agreement.
6.2 EXCEPT 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.
7.1 Datalogic will defend Integrator against any claim in a lawsuit that the Datalogic Product furnished hereunder
directly infringe a United States patent or copyright of a third party and Datalogic will pay any damages
finally awarded against Integrator by a court of competent jurisdiction that are attributable to such claim or
will pay Integrator's part of any settlement that is attributable to such claim, provided, that 1) Integrator noti-
fies Datalogic promptly in writing of the claim, 2) Datalogic controls the defense or settlement of the claim,
and 3) Integrator cooperates fully with Datalogic in such defense or settlement. All notices of a claim should
be sent to Datalogic ADC, Inc., Legal Department, 959 Terry Street, Eugene, OR 97402 U.S.A Datalogic is not
obligated to defend or be liable for costs and damages to the extent that the infringement arises (i) out of
compliance with the Integrator's specification, (ii) from a combination with or an addition to products not
manufactured or developed by Datalogic, (iii) from a modification of the Products after delivery by Datalogic,
(iv) from the use of such Products beyond the specifications established by Datalogic, or (iv) from Integrator's
negligence or intentional acts.
7.2 In the defense or settlement of any such claim, Datalogic may, at its option, 1) procure for Integrator the
right to continue using the Datalogic Product, 2) modify the Datalogic Product so that it becomes non-
infringing, 3) replace the Datalogic Product with an equivalent product not subject to such claim, or 4) pro-
vide Integrator an opportunity to return the Datalogic Product and receive a refund of the purchase price
paid, less a reasonable allowance for use.
7.3 THE FOREGOING STATES DATALOGIC'S COMPLETE AND ENTIRE OBLIGATION CONCERNING CLAIMS OF PAT-
ENT, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT, CANCELS AND SUPERCEDES ANY
PRIOR AGREEMENTS, WHETHER ORAL OR WRITTEN, BETWEEN THE PARTIES CONCERNING SUCH CLAIMS, AND
WILL NOT BE MODIFIED OR AMENDED BY ANY PAST, CONTEMPORANEOUS, OR FUTURE AGREEMENTS OR
DEALINGS BETWEEN THE PARTIES, WHETHER ORAL OR WRITTEN, EXCEPT AS SET FORTH IN A FUTURE WRITING
SIGNED BY BOTH PARTIES.
8. Limitation of Liability.
8.1 EXCEPT AS PROVIDED IN SECTION 7, DATALOGIC SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST INTEGRA-
TOR BY ANY OTHER PARTY. IN NO EVENT SHALL DATALOGIC'S LIABILITY FOR DAMAGES, IF ANY, WHETHER
BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, WAR-
RANTY, OR ANY OTHER BASIS, EXCEED THE PRICE OR FEE PAID BY INTEGRATOR FOR THE DATALOGIC PROD-
UCT. UNDER NO CIRCUMSTANCES SHALL DATALOGIC BE LIABLE TO INTEGRATOR OR ANY THIRD PARTY FOR
LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS OR SERVICE, OR FOR ANY OTHER SPECIAL, CONSE-
QUENTIAL, CONTINGENT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR OTHER SIMILAR DAMAGES, EVEN
IF DATALOGIC HAS BEEN ADVISED OF THE POSSIBIL- ITY OF SUCH DAMAGES.
9. Government Restricted Rights; International Use.
9.1 Use, duplication, or disclosure of the Software by the U.S. Government is subject to the restrictions for com-
puter software developed at private expense as set forth in the U.S. Federal Acquisition Regulations at FAR
52.227-14(g), or 52.227-19 or in the Rights in Technical Data and Computer Software clause at DFARS
252.227-7013(c) (1)(ii), whichever is applicable.
9.2 If Integrator is using the Datalogic Product outside of the United States, Integrator must comply with the
applicable local laws of the country in which the Datalogic Product is used, with U.S. export control laws, and
with the English language version of this Agreement. The provisions of the "United Nations Convention on
International Sale of Goods" shall not apply to this Agreement.
10. Termination.
10.1 Either party may terminate this Agreement or any license granted under this Agreement at any time upon
written notice if the other party breaches any provision of this Agreement.
10.2 Upon termination of this Agreement, Integrator immediately shall cease using any Datalogic Products and
shall return to Datalogic or destroy all Datalogic Products covered by this Agreement, and shall furnish Data-
logic with a certificate of compliance with this provision signed by an officer or authorized representative of
Integrator. For Datalogic Products integrated into other products, Integrator agrees to sign a waiver prepared
by Datalogic concerning further use of the Datalogic Products. Integrator's resumed or continued use of the
Datalogic Product after termination shall constitute Integrator's agreement to be bound by the terms and
conditions of this Agreement for each such use.
11. General Provisions.
11.1 Entire Agreement; Amendment. This document contains the entire agreement between the parties relating to
the integration of the Datalogic Product and the licensing of the Software and supersedes all prior or contem-
poraneous agreements, written or oral, between the parties concerning the licensing of the Software. This
Agreement may not be changed, amended, or modified except by written document signed by Datalogic.
11.2 Notice. All notices required or authorized under this Agreement shall be given in writing, and shall be effec-
tive when received, with evidence of receipt. Notices to Datalogic shall be sent to the attention of Contract
Administration, Datalogic Scanning, Inc., 959 Terry Street, Eugene, OR 97402, or such other address as may
be specified by Datalogic in writing.
11.3 Waiver. A party's failure to enforce any of the terms and conditions of this Agreement shall not prevent the
party's later enforcement of such terms and conditions.
11.4 Governing Law; Venue: This Agreement and the rights of the parties hereunder shall be governed by and con-
strued in accordance with the laws of the State of Oregon U.S.A, without regard to the rules governing con-
flicts of law. The state or federal courts of the State of Oregon located in either Multnomah or Lane counties
shall have exclusive jurisdiction over all matters regarding this Agreement, except that Datalogic shall have
the right, at its absolute discretion, to initiate proceedings in the courts of any other state, country, or terri-
tory in which Integrator resides, or in which any of Integrator's assets are located.
11.5 Attorneys' Fees. In the event an action is brought to enforce the terms and conditions of this Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees, both at trial and on appeal.
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DSE0420