Quick Reference Guide 1
Delfi Technologies A/S
DelfiScan PRODUCT SERIES END USER LICENSE AGREEMENT
Notice to End User: The Delfi Product you have acquired contains embedded Software,
which is integral to the product's operation. This Software is being provided to you under
license, subject to the terms and conditions of this Agreement. If you use the Delfi Product,
you will be deemed to have accepted the terms and conditions of this Agreement. If you do
not intend to be bound to the terms of this Agreement, Delfi is not willing to license the
Software to you, you may not use the Delfi Product or the Software, and you must contact
the party from whom you acquired the Delfi Product for instructions.
This End User Software License Agreement ("Agreement") is a legally binding agreement
governing the licensing of the Software and Documentation by Delfi Technologies A/S and its
Affiliates ("Delfi") to the entity or person who has purchased or otherwise acquired a Delfi Product
("End User"). For purposes of this Agreement, any software that is associated with a separate enduser license agreement is licensed to you under the terms of that license agreement. Delfi and
End User hereby agree as follows:
1. Definitions.
1.1
"Affiliate" means a business entity currently existing or later acquired that controls, is controlled
by, or is under common control with Delfi Technologies.
1.2 "Documentation" means materials such as user's guides, program reference guides, quick reference guides, manuals, or similar materials associated with or related to the Delfi Product,
whether in printed, "online", or other form.
1.3 "Pro
prietary Information" means: (a) source code, object code, software, documentation, and any
related internal design, system design,
data base design, algorithms, technology, technical data
or information, implementation techniques, and trade secrets related to the Software, (b) any
other trade secrets marked appropriately or identified as proprietary or confidential, and (c)
any information that End User, under the circumstances, should recognize as confidential.
Propri-etary Information does not include any information that the receiving party can establish
was (1) in the public domain, (2) already in the receiving party's possession or rightfully
known prior to receipt, (3) rightfully learned from a third party not in violation of any other's
proprietary rights, or (4) independently developed without access to Proprietary Information.
1.4 "Delfi Product" means the Delfi DelfiScan series scanner product, including all
embedded Software in and all Documentation related to such product, which has been purchased or otherwise acquired by End User, whether obtained directly or indirectly from Delfi
1.5 "Software" means any software or computer programs of Delfi or its third party licensors in
machine readable form which is embedded in the Delfi Product, whether obtained directly or
indirectly from Delfi, including any replacement, update, upgrade, enhancement or modification.
2. Scope Of License Granted.
2.1 Delfi grants to End User a non-exclusive, non-transferable, perpetual license to use the Software, solely on the Delfi Product in which it is embedded ("designated Delfi Product"), in
machinereadable form only, solely for End User's internal business purposes. This Agreement
does not convey ownership of the Software to End User. Title to the Software shall be and
remain with Delfi or the third party from whom Delfi 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." 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 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, without
Delfi'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 Delfi Product will be a material
breach of this Agreement. However, Delfi 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 Delfi the applicable
list price for such licenses as of the date of such breach.
3.2 End User sh
all not sell, assign, sublicense, distribute, lend, rent, give, or otherwise transfer the
Delfi Product to any third party unless such third party agrees with Delfi in writing to be
bound by the terms and conditions of this Agreement. Any such transfer of the Delfi Product
absent such agreement shall be null and void.
3.3 End User may obtain support for Software from Delfi at Delfi's standard support fees and
under Delfi's standard support terms and conditions in effect at the time the support is
requested.
4. Intellectual Property.