Agreement does not convey ownership of the Software to End User. Title to the Software shall
be and remain with Datalogic or the third party from whom Datalogic has obtained a licensed
right. As used in this Agreement, the term "purchase" or its equivalents when applied to the Soft-
ware shall mean "acquire under license." End User is not entitled to receipt or use of the source
code to any Software.
2.2
End User shall not copy, modify, decompile, disassemble, reverse engineer, or otherwise repro-
duce or remanufacture the Software, whether modified or unmodified, nor sell, assign, subli-
cense, distribute, lend, rent, give, or otherwise transfer the Software to any other person or
organization, for purposes other than as expressly provided in this Agreement, without Data-
logic'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 appli-
cable 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 transfer 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 Prod-
uct absent such agreement shall be null and void.
3.3
End User may obtain support for Software from Datalogic at Datalogic's standard support 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 ownership of Datalogic's or its third
party licensors' copyrights, patents, trademarks, service marks, trade secrets, or other intellectual prop-
erty rights and End User shall have no right to commence any legal actions to obtain such rights. End
User shall not remove, modify, or take any other action that would obscure any copyright, trademark, pat-
ent 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 Information of
Datalogic or its third party licensors to any person other than End User's authorized 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 conform
substantially to the applicable Documentation for the period specified in the Documentation. Dur-
ing this period, for all reproducible nonconformities for which Datalogic has been given written
