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7. Infringement.
To the maximum extent permitted by law, End User agrees to defend, indemnify
and hold harmless Datalogic, its affiliates and their respective directors, officers,
employees and agents from and against any and all claims, actions, suits or pro-
ceedings, as well as any and all losses, liabilities, damages, costs and expenses
(including reasonable attorney's fees) arising out of or accruing from (a) the End
User's use of Software, (b) any application the End User develops on the Software
that infringes any Intellectual Property Rights of any person or defames any per-
son or violates their rights of publicity or privacy, and (c) any non-compliance by
the End User of this Agreement.
8. Limitation Of Liability.
DATALOGIC SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST END USER BY ANY
OTHER PARTY. IN NO EVENT SHALL DATALOGIC'S LIABILITY FOR DAMAGES, IF ANY,
WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIA-
BILITY, STRICT LIABILITY, WARRANTY, OR ANY OTHER BASIS, EXCEED THE PRICE OR
FEE PAID BY END USER FOR THE DATALOGIC PRODUCT. UNDER NO CIRCUM-
STANCES SHALL DATALOGIC BE LIABLE TO END USER OR ANY THIRD PARTY FOR
LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS OR SERVICE, OR FOR ANY
OTHER SPECIAL, CONSEQUENTIAL, CONTINGENT, INDIRECT, INCIDENTAL, PUNITIVE,
EXEMPLARY, OR OTHER SIMILAR DAMAGES, EVEN IF DATALOGIC HAS BEEN
ADVISED OF THE POSSIBILITY 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 computer 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 End User is using the Datalogic Product outside of the United States, End
User 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, End User immediately shall cease
using any nonembedded software and shall return to Datalogic or destroy
all non-embedded software covered by this Agreement, and shall furnish
Datalogic with a certificate of compliance with this provision signed by an
officer or authorized representative of End User. For embedded software,
End User agrees to sign a waiver prepared by Datalogic concerning further
use of the embedded Software. End User's resumed or continued use of the
embedded Software after termination shall constitute End User' s agree-
ment to be bound by the terms and conditions of this Agreement for such
use.
11. General Provisions.
11.1
Entire Agreement; Amendment. This document contains the entire agree-
ment between the parties relating to the licensing of the Software and
supersedes all prior or contemporaneous agreements, written or oral,
between the parties concerning the licensing of the Software. This Agree-
ment may not be changed, amended, or modified except by written docu-
ment signed by Datalogic.
11.2
Notice. All notices required or authorized under this Agreement shall be
given in writing, and shall be effective when received, with evidence of
receipt. Notices to Datalogic shall be sent to the attention of Datalogic IP
Tech S.r.l., Legal & IP Department, Via San Vitalino 13, 40012 Calderara di
Reno (Bologna), Italy 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: Both parties agree to the application of the laws of
the country in which End User obtained the license to govern, interpret, and
enforce all of End User's and Datalogic's respective rights, duties, and obli-
gations arising from, or relating in any manner to, the subject matter of this
Agreement, without regard to conflict of law principles. The United Nations
Quick Reference Guide
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