Quick Reference Guide
v
claim, provided, that 1) End User notifies D
elfi
promptly in writing of the
claim, 2)
D
elfi
controls the defense or settlement of the claim, and 3) End
User cooperates
fully with D
elfi
in such defense
or
settlement. All notices
of
a
claim should
be sent
to
D
elfi
Technologies
A/S,
Galoche Alle 1,
4600 Køge, Denmark.
7.2
In the defense or settlement of any such claim, D
elfi
may, at its option, 1)
procure for End User the right to continue using the D
elfi
Product, 2)
modify
the D
elfi
Product so that it
becomes non-infringing, 3) replace the
D
elfi
Product
with an equivalent product not subject to such claim, or 4)
provide End User an
opportunity to
return
the D
elfi
Product
and receive a
refund
of
the purchase price
paid, less a reasonable allowance for use.
7.3
D
elfi
shall have no liability to End User for claims of infringement based
upon
1) the use of any D
elfi
Product in combination with any product
which D
elfi
has not either
furnished or
authorized for use with
such
D
elfi
Product 2) the use
of
any
D
elfi
Product
designed, manufactured, or
modified
to the specifications of
End
User,
or 3) End User's modification of the
D
elfi
Product without written
authorization from D
elfi
.
7.4
THE FOREGOING STATES D
ELFI
'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
PARTIES, 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, D
ELFI
SHALL NOT BE LIABLE FOR ANY
CLAIMS AGAINST END USER BY
ANY OTHER PARTY. IN
NO EVENT SHALL
D
ELFI
'S LIABILITY FOR
DAMAGES, IF ANY,
WHETHER BASED UPON CONTRACT,
TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY,
WARRANTY, OR ANY OTHER BASIS,
EXCEED THE PRICE OR
FEE PAID BY END USER
FOR
THE D
ELFI
PRODUCT. UNDER
NO CIRCUMSTANCES SHALL D
ELFI
BE
LIABLE TO END USER OR ANY THIRD
PARTY FOR LOST PROFITS, LOST
DATA,
INTERRUPTION
OF BUSINESS
OR
SERVICE, OR FOR ANY
OTHER SPECIAL, CONSE-
QUENTIAL, CONTINGENT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR
OTHER SIMILAR DAMAGES,
EVEN IF D
ELFI
HAS BEEN
ADVISED OF THE POS-
SIBILITY
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 D
elfi
Product outside of the United States, End
User
must comply with the applicable local laws of
the country in which the
D
elfi
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.
10.1Either 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.
10.2Upon termination of this Agreement, End User immediately shall cease using
any nonembedded software and shall return to D
elfi
or destroy all non-
embedded
software
covered
by this Agreement, and shall furnish D
elfi
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
D
elfi
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
agree-ment between the parties relating to
the licensing of the Software and
super-sedes 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
D
elfi
.
