GRAPHIC USER INTERFACE END USER LICENSE AGREEMENT
Whenever YOU download or use the GRAPHIC USER INTERFACE named SH4 Designer("GUI”) this End User License Agreement ("License”) applies to YOU, as final end user, and Licensor. Licensor means Datalogic IP Tech S.r.l. having its registered office at Via San Vitalino 13, 40012 Calderara di Reno, VAT number 03159561202, Italy. This License governs your use of the GUI and related user documentation (the "GUI”). Any Open Source used in a conjunction with the Software is subject to the Open Source licenses available at the following website: https://www.datalogic.com/oss/.
By downloading and/or using the GUI, YOU are agreeing to the terms of this License. If YOU don’t agree with any of these terms, YOU cannot download or use the GUI.
a. License. Subject to the restrictions this License, Licensor grants YOU a non-exclusive, nontransferable,
non-sublicensable, limited license to download, install, and use in object code form an unaltered copy of the GUI only on a computer that YOU own or control, which system requirements shall comply with requirements provided by Licensor, and solely in conjunction withSH4, defined below, for which it is intended for use. Acceptance of this agreement applies to all instances or copies of the GUI deriving from a single download that are later installed on other devices you own or control. You may not share any copy of the GUI with a third party or install on any other device
you do not own or control. "Computer” as used herein includes desktop computers (e.g., PC) as well
as mobile devices (e.g., smartphone, tablet computer, etc.).
Title to the licensed GUI shall be and remain with Licensor or the third party from whom Licensor has obtained a license right. This License does not grant to YOU any intellectual property rights on GUI.
b. License Restrictions. YOU may not distribute or make the GUI available over a network where it could be used by multiple devices at the same time, unless otherwise permitted in writing by Licensor. YOU may not rent, lease, lend, sell, redistribute or sublicense the GUI. YOU may not copy (except as expressly permitted by this), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or adapt the GUI, in whole or in part, merge the GUI into another program, use the GUI in any manner inconsistent with this License or create derivative works of the GUI, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of this License). YOU may print copies of any user documentation provided in online or electronic form for your personal use. If YOU breach these restrictions, YOU may be subject to prosecution and damages and this License would be immediately terminated.
c. Changes of License. Licensor reserves the right to change all or a part of the License at any time. If Licensor does that, Licensor will post the changed terms at the following website:
IF YOU CONTINUE TO USE THE GUI AFTER LICENSOR POST CHANGED TERMS, THEN YOUR USAGE WILL CONSTITUTE YOUR EXPLICIT ACCEPTANCE OF THE CHANGED TERMS.
Licensor is constantly evolving its products. This means Licensor may change or discontinue GUI (and/or our website and any of our other services) without notice or any liability to YOU.
d. Termination. The license is effective until terminated by YOU or Licensor. Your rights under this license will terminate automatically without notice from the Licensor if (i) YOU fail to comply with any term(s) of this license; (ii) YOU delete the GUI; and, to the extent applicable, (iii) YOU use the GUI in connection with a paid service or paid product, the end of the time period specified at time of purchase. Upon termination of the license, YOU shall cease all use of the GUI, and destroy all copies, full or partial, of the GUI.
e. SH4. The GUI may enable access to Datasensing SH4 light barrier for configuration purposes.
f. Intellectual Property Rights. Except for the rights explicitly granted in this License, Licensor retains and/or control all right, title and interest (including all copyright, patents, trademarks, service marks, trade secrets, or other intellectual property rights) in the GUI, including the copies of the GUI on your computer. YOU acknowledge that the GUI constitutes valuable trade secrets of Licensor or its third party licensors and that the GUI is protected by intellectual property laws and treaties. YOU 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 GUI. Certain of the product and service names used in this License and in the GUI may constitute trademarks of Licensor or third parties. YOU are not authorized to use any such trademarks, except as it is permitted by applicable laws and agreements. All trademarks are the property of their respective owners.
g. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE GUI IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GUI IS PROVIDED "AS IS" AND "AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND APPLICATION PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE GUI AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT. LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE GUI, THAT THE FUNCTIONS CONTAINED IN, , THE GUI WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE GUI OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE GUI WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE GUI PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
h. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE GUI, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF APPLICATION PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
i. Export. YOU may not use or otherwise export or re-export the GUI except as authorized by United States law and the laws of the jurisdiction in which the GUI was obtained. In particular, but without limitation, the GUI may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or to anyone towards whom any EU Council Regulation impose restrictive and sanctioned measures. By using the GUI, you represent and warrant that you are not located in any such country or on any such list. YOU also agree that YOU will not use these products for any purposes prohibited by United States and EU law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
l. Open source. Portions of GUI include or operate with Open Source software ("Open Source Software”). Open Source Software is software covered by a publicly available license governed solely under Copyright law, whereas the complete terms and obligations of such license attach to a licensee solely through the act of copying, using and/or distributing the licensed software, such obligations often include one or more of attribution obligations, distribution obligations, copyleft obligations, and intellectual property encumbrances. The use of any Open Source Software is subject to the terms and conditions of this License as well as the terms and conditions of the corresponding license
of each Open Source Software package. If there is a conflict between the terms and conditions of this License and the terms and conditions of the Open Source Software license, the applicable Open Source Software license will take precedence. Licensor is required to reproduce the software licenses, acknowledgments and copyright notices as provided by the authors and owners, thus, all such information is provided in its native language form, without modification or translation. Please reference and review the above mentioned information to identify which Open Source Software packages have source code provided or available.
m. Confidentiality. YOU acknowledge that GUI content and associated documentation, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Licensor (and/or its third party’s licensors). YOU shall keep the GUI and any related material in strict confidence with all applicable laws. YOU shall not disclose, provide, or otherwise make available the Proprietary Information of Licensor or its third party licensors to any person and YOU will use such information only for internal business purposes. YOU shall take steps to protect the this information no less securely than if it were your own intellectual property. The provisions of
this Proprietary Information Section shall survive and continue for five (5) years after the termination of this License.
n. Applicable Law/Jurisdiction.
n.1 Both parties agree to the application of the laws of the country in which YOU obtained the license to govern, interpret, and enforce all of Your and Licensor’s respective rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this License, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
n.2 All rights, duties, and obligations are subject to the courts of the country in which YOU obtained the license.
For licenses granted to You who operate in the countries specified below, the following terms apply:
For Americas.
This License and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Oregon U.S.A, without regard to the rules governing conflicts 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 License, except that Licensor shall have the right, at its absolute discretion, to initiate proceedings in the courts of any other state, country, or territory in which YOU reside, or in which any of your assets are located. In the event an action is brought to enforce the terms and conditions of this License, the prevailing party shall be entitled to reasonable attorneys’ fees, both at trial and on appeal.
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.
For Europe, Middle East and Africa
This License and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of Italy, without regard to the rules governing conflicts of law. Italian Court of Bologna shall have exclusive jurisdiction over all matters regarding this License, except that Licensor shall have the right, at its absolute discretion, to initiate proceedings in the courts of any other state, country, or territory in which YOU reside, or in which any of Your assets are located. In the event an action is brought to enforce the terms and conditions of this License, the prevailing
party shall be entitled to reasonable attorneys’ fees, both at trial and on appeal.
For Asia- Pacific Countries
The validity, interpretation and construction of the License shall be governed by and construed in accordance with Laws of the Republic of Singapore. Parties expressly disclaim the application of the United Nations Convention for International Sale of Goods.
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore.
The number of arbitrators will be three, with each side to the dispute being entitled to appoint one arbitrator. The two arbitrators appointed by the parties will appoint a third arbitrator who will act as chairman of the proceedings. Vacancies in the post of chairman will be filled by the president of the SIAC. Other vacancies will be filled by the respective nominating party. Proceedings will continue from the stage they were at when the vacancy occurred. If one of the parties refuses or otherwise fails to appoint an arbitrator within 30 days of the date the other party appoints its, the first appointed arbitrator will be the sole arbitrator, provided that the arbitrator was validly and properly
appointed. All proceedings will be conducted, including all documents presented in such proceedings, in the English language. The English language version of these terms and conditions prevails over any other language version.
n3. Attorneys’ Fees. In the event an action is brought to enforce the terms and conditions of this License, the prevailing party shall be entitled to reasonable attorneys' fees, both at trial and on appeal. proposals, oral or written, and all other communications between the parties relating to the subject matter of this License. Any terms and conditions of any purchase order or other instrument issued by YOU in connection with this License which are in addition to, inconsistent with or different from the terms and conditions of this License shall be of no force or effect. This License may be modified only by a written instrument duly executed by the parties. Any waiver by either party of any condition, part, term, or provision of this License shall not be construed as a waiver of any other condition, part, term or provision or a waiver of any future event or circumstance. If any provision of this License is held unenforceable, or invalid, the remainder of the License shall continue in full force and effect.
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Effective. October 1, 2022.