
Integration Guide
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DATALOGIC ADC, INC.
GRYPHON™ SCAN ENGINE PRODUCT SERIES
INTEGRATOR SOFTWARE LICENSE AGREEMENT
Notice to Integrator: The Datalogic 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 Datalogic 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, Datalogic is not willing to license
the Software to you, you may not use the Datalogic Product or the Software, and you must contact the party from
whom you acquired the Datalogic Product for instructions.
This Integrator Software License Agreement ("Agreement") is a legally binding agreement governing the licensing
of the Software and Documentation by Datalogic ADC, Inc. and its Affiliates ("Datalogic") to the entity that has pur-
chased or otherwise acquired a Datalogic Scan Engine Product for integration into a product ("Integrator"). For pur-
poses of this Agreement, any software that is associated with a separate end-user license agreement is licensed
under the terms of that license agreement. Datalogic and Integrator 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 Datalogic S.p.A.
1.2 "Documentation" means materials such as integration guides, user’s guides, program reference guides, quick
reference guides, manuals, or similar materials associated with or related to the Datalogic Product, whether
in printed, "online", or other form.
1.3 "Proprietary 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 Integrator, under the
circumstances, should recognize as confidential. Proprietary 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 posses-
sion 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 "Datalogic Product" means the Datalogic Gryphon™ series scan engine product, including all embedded Soft-
ware in and all Documentation related to such product, which has been purchased or otherwise acquired by
Integrator, whether obtained directly or indirectly from Datalogic.
1.5 "Software" means any software or computer programs of Datalogic or its third party licensors in machine
readable form which is embedded in the Datalogic Product, whether obtained directly or indirectly from Dat-
alogic, including any replacement, update, upgrade, enhancement or modification.
2. Scope Of License Granted.
2.1 Datalogic grants to Integrator a limited, non-exclusive, and non-sublicensable license to use the Software on
the Datalogic Product in which it is embedded ("designated Datalogic Product") in machine-readable form
only, solely for integration and authorizes the Integrator to transfer the license to use the Software solely to
the end user of the integrated product. This Agreement does not convey ownership of the Software to Inte-
grator. 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." Integrator is not entitled to receipt or use of the source code
to any Software.
2.2 Integrator shall not modify, decompile, disassemble, reverse engineer, or otherwise reproduce or remanu-
facture the Software, whether modified or unmodified, nor sell, assign, sublicense, distribute, lend, rent,
give, or other- wise transfer the Software separately from the Datalogic Product to any other person or orga-
nization, for purposes other than as expressly provided in this Agreement.
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, in the event that Datalogic discovers such breach, Datalogic may elect not to terminate this Agree-
ment or the granted licenses, but instead may elect to notify Integrator that Integrator is deemed to have
ordered and accepted a license for each breaching use. Integrator shall pay Datalogic the applicable list price
for such licenses as of the date of such breach.
3.2 Integrator is authorized to integrate the Datalogic Product into specific products as authorized by Datalogic.
Integrator shall not sell, assign, sublicense, distribute, lend, rent, give, or otherwise transfer the Datalogic
Product to any third party. Any such transfer of the Datalogic Product absent such agreement shall be null
and void.
4. Intellectual Property.
4.1 Integrator 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 Integrator any ownership of Datalogic's or its third party licen-
sors' copyrights, patents, trademarks, service marks, trade secrets, or other intellectual property rights and
Integrator shall have no right to commence any legal actions to obtain such rights. Integrator 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 Datalogic Product.
5. Proprietary Information.
5.1 Integrator acknowledges that Proprietary Information is the confidential, proprietary, and trade secret prop-
erty of Datalogic and Datalogic's third party licensors and Integrator acquires no right or interest in any Pro-
prietary Information.
5.2 Integrator shall not disclose, provide, or otherwise make available the Proprietary Information of Datalogic or
its third party licensors to any person other than Integrator's authorized employees or agents who are under
confidentiality agreement, and Integrator shall not use the Proprietary Information other than in conjunction
with use of the Datalogic Product exclusively for Integrator's internal business purposes. Integrator shall take
steps to protect the Proprietary Information no less securely than if it were Integrator's own intellectual prop-
erty.
5.3 The provisions of this Proprietary Information Section shall survive and continue for the life of the Datalogic
Product or five (5) years after the termination of this Agreement, whichever is longer.
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. During this period, for all
reproducible non-conformities for which Datalogic has been given written notice, Datalogic will use commer-
cially reasonable efforts to remedy nonconformities verified by Datalogic. Integrator agrees to supply Data-
logic with all reasonably requested information and assistance necessary to help Datalogic in remedying such
nonconformities. For all defects reported to Datalogic within the warranty period, Datalogic's liability is lim-