Quick Reference Guide v
claim, provided, that 1) End User notifies Delfi promptly in writing of the claim, 2)
Delfi controls the defense or settlement of the claim, and 3) End User cooperates
fully with Delfi in such defense or settlement. All notices of a claim should be sent
to Delfi Technologies A/S, Galoche Alle 1, 4600 Køge, Denmark.
7.2 In the defense or settlement of any such claim, Delfi may, at its option, 1)
procure for End User the right to continue using the Delfi Product, 2) modify
the Delfi Product so that it becomes non-infringing, 3) replace the Delfi Product
with an equivalent product not subject to such claim, or 4) provide End User an
opportunity to return the Delfi Product and receive a refund of the purchase price
paid, less a reasonable allowance for use.
7.3 Delfi shall have no liability to End User for claims of infringement based upon
1) the use of any Delfi Product in combination with any product which Delfi
has not either furnished or authorized for use with such Delfi Product 2) the use
of any Delfi Product designed, manufactured, or modified to the specifications of
End User, or 3) End User's modification of the Delfi Product without written
authorization from Delfi.
7.4 THE FOREGOING STATES DELFI'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, DELFI SHALL NOT BE LIABLE FOR ANY
CLAIMS AGAINST END USER BY ANY OTHER PARTY. IN NO EVENT SHALL
DELFI'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 DELFI PRODUCT. UNDER NO CIRCUMSTANCES SHALL DELFI 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 DELFI 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 Delfi Product outside of the United States, End
User must comply with the applicable local laws of the country in which the
Delfi 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 mayterminate 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 Delfi or destroy all non-
embedded software covered by this Agreement, and shall furnish Delfi 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 Delfi 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
Delfi.
