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Magellan
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other person or organization, for purposes other than as expressly provided in this
Agreement, without Datalogic's prior written consent.
3. Transfers, Support.
3.1
Any copying, installing, reproduction, remanufacture, reverse engineering, electronic
transfer, or other use of the Software on other than the designated Datalogic Product will
be a material breach of this Agreement. However, Datalogic 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 Datalogic the applicable list price for such licenses as of the date of such
breach.
3.2
End User shall not sell, assign, sublicense, distribute, lend, rent, give, or otherwise trans-
fer the Datalogic Product to any third party unless such third party agrees with Datalogic
in writing to be bound by the terms and conditions of this Agreement. Any such transfer
of the Datalogic Product absent such agreement shall be null and void.
3.3
End User may obtain support for Software from Datalogic at Datalogic's standard sup-
port fees and under Datalogic'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 Datalogic or
Datalogic's third party licensors 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 owner-
ship of Datalogic'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 com-
mence 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 Datalogic Product.
5. Proprietary Information.
5.1
End User acknowledges that Proprietary Information is the confidential, proprietary, and
trade secret property of Datalogic and Datalogic's third party licensors and End User
acquires no right or interest in any Proprietary Information.
5.2
End User shall not disclose, provide, or otherwise make available the Proprietary Infor-
mation of Datalogic or its third party licensors to any person other than End User's autho-
rized 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 Datalogic
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.
5.3
The provisions of this Proprietary Information Section shall survive and continue for five
(5) years after the termination of this Agreement.
6. Limited Warranty.
6.1
Datalogic warrants that, under normal use and operation, the Datalogic Product will con-
form substantially to the applicable Documentation for the period specified in the Docu-
mentation. During this period, for all reproducible nonconformities for which Datalogic
has been given written notice, Datalogic will use commercially reasonable efforts to rem-
edy nonconformities verified by Datalogic. End User agrees to supply Datalogic with all
reasonably requested information and assistance necessary to help Datalogic in reme-
dying such nonconformities. For all defects reported to Datalogic within the warranty
period, Datalogic's liability is limited to providing End User with one copy of corrections or
responding to End User's problem reports according to Datalogic's standard assistance
practices. Datalogic 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 Datalogic's remedial
efforts will correct any nonconformance. This limited warranty does not cover any prod-
uct 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 End
User modifies the product, uses the product in any manner other than as established in
the Documentation, or if End User breaches any of the provisions of this Agreement.
6.2
EXCEPT AS PROVIDED IN THIS AGREEMENT, THE DATALOGIC PRODUCT IS PRO-
VIDED "AS IS" AND DATALOGIC MAKES NO WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE PRODUCT, AND SPE-
