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provided, that 1) End User notifies Datalogic promptly in writing of the claim,
2) Datalogic controls the defense or settlement of the claim, and 3) End User
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.
7.2
In the defense or settlement of any such claim, Datalogic may, at its option, 1)
procure for End User 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)
provide End User an opportunity to return the Datalogic Product and receive a
refund of the purchase price paid, less a reasonable allowance for use.
7.3
Datalogic shall have no liability to End User for claims of infringement based
upon 1) the use of any Datalogic Product in combination with any product
which Datalogic has not either furnished or authorized for use with such Data-
logic Product 2) the use of any Datalogic Product designed, manufactured, or
modified to the specifications of End User, or 3) End User's modification of the
Datalogic Product without written authorization from Datalogic.
7.4
THE FOREGOING STATES DATALOGIC'S COMPLETE AND ENTIRE OBLIGATION
CONCERNING CLAIMS OF PATENT, COPYRIGHT, OR OTHER INTELLECTUAL
PROPERTY INFRINGEMENT, CANCELS AND SUPERCEDES ANY PRIOR AGREE-
MENTS, WHETHER ORAL OR WRITTEN, BETWEEN THE PARTIES CONCERNING
SUCH CLAIMS, AND WILL NOT BE MODIFIED OR AMENDED BY ANY PAST, CON-
TEMPORANEOUS, OR FUTURE AGREEMENTS OR DEALINGS BETWEEN THE PAR-
TIES, WHETHER ORAL OR WRITTEN, EXCEPT AS SET FORTH IN A FUTURE
WRITING SIGNED BY BOTH PARTIES.
8. Limitation Of Liability.
EXCEPT AS PROVIDED IN SECTION 7, 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 NEGLI-
GENCE), PRODUCT LIABILITY, STRICT LIABILITY, WARRANTY, OR ANY OTHER BASIS,
EXCEED THE PRICE OR FEE PAID BY END USER FOR THE DATALOGIC PRODUCT. UNDER NO
CIRCUMSTANCES 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 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 sub-
ject 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 agreement 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 agreement
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 Agreement may not be
changed, amended, or modified except by written document signed by Data-
logic.
11.2 Notice. All notices required or authorized under this Agreement shall be given in
Quick Reference Guide
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