Datalogic AUTOMATION, Inc. End User Software License Agreement (EULA)
for the IMPACT™ SOFTWARE
Notice to End User: The Datalogic software (“IMPACT Software”) subject to this EULA is integral to the operation of Datalogic products and interacts with software embedded in the Datalogic products (“Embedded Software”). IMPACT Software and Embedded Software are collectively referred to herein as “Software” and are subject to the terms and conditions contained in this EULA. Software is provided only for use with, and for authorized end users of, the Datalogic smart cameras and vision processors ("Product"). Portions of the IMPACT Software include or operate with Open Source software or libraries (“Open Source”). Use of Open Source is subject to the Open Source licenses entitled “IMPACT.zip” available at the following website: http://www.datalogic.com/software_lan_sb2783_1.html
IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND DATALOGIC AUTOMATION, INC. (“DATALOGIC” OR “DLA”). READ THIS EULA CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. THIS EULA PROVIDES A LICENSE TO USE THE SOFTWARE. BY SELECTING “I AGREE” AS PART OF THE INSTALLATION PROCESS, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT INSTALL THE SOFTWARE AND RETURN IT TO DLA OR THE ENTITY FROM WHICH YOU ACQUIRED THE SOFTWARE.
1. Definitions
1.1 ”Datalogic”, “Datalogic Automation” and “DLA” mean Datalogic Automation, Inc.
1.2 "Software" and “Impact Software” mean only the DLA software program(s) and third party software programs, in each case, supplied by DLA herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation, and all updates or upgrades of the above that are provided to you.
1.3 “Suppliers” shall include third party software and hardware licensors.
2. License Grants
2.1 Datalogic grants to You a personal, non-exclusive, non-transferable, license to install and use the Software on a single DLA hardware device and/or one or more desktop computers in machine-readable form only, solely for internal business purposes. A license for the Software may not be shared, installed or used concurrently on different DLA devices. This Agreement does not convey ownership of the Software to You. 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 Software shall mean "acquire under license." You are not entitled to receipt or use of the source code to any Software.
2.2 You shall not copy, modify, decompile, disassemble, reverse engineer, or otherwise reproduce or remanufacture the Software, whether modified or unmodified, nor sell, assign, sublicense, 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.
2.3 You agree that DLA may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse DLA for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.
3. License Restrictions
3.1 You may not make or distribute copies of the Software.
3.2 You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
3.3 You may not sell, rent, lease, or sublicense the Software.
3.4 You may not modify the Software or create derivative works based upon the Software.
3.5 You may not export the Software into any country prohibited by the United States Export Administration Act and the regulations thereunder.
3.6 In the event that you fail to comply with this EULA, DLA may terminate the license and you must destroy all copies of the Software (with all other rights of both parties and all other provisions of this EULA surviving any such termination).
3.7 You shall not use the Software to develop any software or other technology having the same primary function as the Software, including but not limited to using the Software in any development or test procedure that seeks to develop like software or other technology, or to determine if such software or other technology performs in a similar manner as the Software.
3.8 You shall not use the DLA Emulator software for any purpose other than creating programs to run on DLA hardware devices. You shall not use DLA Emulator software for in-line image analysis, off-line image analysis, or any other image analysis tasks.
4. Additional Licensing Requirements and/or Use Rights
Sample code. You may modify, copy, and distribute the source & object code form of code marked as “sample”, provided this is done in the context of evaluating the DLA hardware and software for use in a manufacturing environment. Any other use requires consultation in advance with DLA.
5. Ownership
The foregoing license gives you a restricted license to use the Software as it is stipulated in this Agreement. DLA and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software and all copies thereof. All rights not specifically granted in this EULA, including Federal and International Copyrights, are reserved by DLA and its suppliers.
6. WARRANTY DISCLAIMER
6.1 DLA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. DLA DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN.
6.2 IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
6.3 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DLA, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
6.4 (USA ONLY) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
6.5 DLA SHALL HAVE NO RESPONSIBILITY IF THE SOFTWARE HAS BEEN ALTERED IN ANY WAY, OR FOR ANY FAILURE THAT ARISES OUT OF USE OF THE SOFTWARE WITH OTHER THAN A RECOMMENDED HARDWARE CONFIGURATION, PLATFORM OR OPERATING SYSTEM.
7. LIMITATION OF LIABILITY
7.1 NEITHER DLA NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.
7.2 THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO ALL ASPECTS OF THIS EULA.
8. U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND
This Software and the documentation are provided with "RESTRICTED RIGHTS" applicable to private and public licenses alike. Without limiting the foregoing, use, duplication, or disclosure by the US Government is subject to restrictions as set forth in this EULA and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (c)(1)(ii)(OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14, as applicable. Manufacturer: Datalogic Automation, Inc., Telford, PA.
9. (Outside of the USA) Consumer End Users Only
The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business.
The limitations or exclusions of warranties, remedies or liability contained in this EULA shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
10. General
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 Datalogic’s respective rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
All rights, duties, and obligations are subject to the courts of the country in which You obtained the license. For licenses granted to End Users who operates in the countries specified below, the following terms applies.
For Americas.
This Agreement is governed by the laws of the State of Oregon. This Agreement 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 Agreement, except that Datalogic shall have the right, at its absolute discretion, to initiate proceedings in the courts of any other state, country, or territory in which End User resides, or in which any of End User's assets are located. In the event an action is brought to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, both at trial and on appeal.
For Europe, Middle East and Africa
This Agreement is governed by the laws of Italy. This Agreement 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 Agreement, except that Datalogic shall have the right, at its absolute discretion, to initiate proceedings in the courts of any other state, country, or territory in which End User resides, or in which any of End User's assets are located. In the event an action is brought to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, both at trial and on appeal.
For Asia- Pacific Countries
This Agreement is governed by the laws of the State of Hong Kong. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Hong Kong without regard to the rules governing conflicts of law. The Court of Hong Kong shall have exclusive jurisdiction over all matters regarding this Agreement, except that Datalogic shall have the right, at its absolute discretion, to initiate proceedings in the courts of any other state, country, or territory in which End User resides, or in which any of End User's assets are located. In the event an action is brought to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, both at trial and on appeal.
This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. The failure or delay of DLA to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.
No DLA representative, agent or employee is authorized to make any amendment to this EULA.
If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect.
Datalogic and the Datalogic logo, are registered trademarks of Datalogic S.p.A. in many countries, including the U.S. and the E.U. Impact and other trademarks contained in the Software are trademarks of Datalogic Automation, Inc. in the United States, the E.U. and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorize you to use DLA's or its Supplier's names or any of their respective trademarks.