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are attributable to such claim or will pay End User's part of any settlement that is attribut-
able to such claim, provided, that 1) End User notifies PSC promptly in writing of the
claim, 2) PSC controls the defense or settlement of the claim, and 3) End User cooper-
ates fully with PSC in such defense or settlement. All notices of a claim should be sent to
PSC Inc., Legal Department, 111 SW Fifth Ave. Suite 4100, Portland, OR 97204-3644.
7.2
In the defense or settlement of any such claim, PSC may, at its option, 1) procure for End
User the right to continue using the PSC Product, 2) modify the PSC Product so that it
becomes non-infringing, 3) replace the PSC Product with an equivalent product not sub-
ject to such claim, or 4) provide End User an opportunity to return the PSC Product and
receive a refund of the purchase price paid, less a reasonable allowance for use.
7.3
PSC shall have no liability to End User for claims of infringement based upon 1) the use
of any PSC Product in combination with any product which PSC has not either furnished
or authorized for use with such PSC Product 2) the use of any PSC Product designed,
manufactured, or modified to the specifications of End User, or 3) End User's modifica-
tion of the PSC Product without written authorization from PSC.
7.4
THE FOREGOING STATES PSC'S COMPLETE AND ENTIRE OBLIGATION CON-
CERNING CLAIMS OF PATENT, COPYRIGHT, OR OTHER INTELLECTUAL PROP-
ERTY INFRINGEMENT, CANCELS AND SUPERCEDES ANY PRIOR AGREEMENTS,
WHETHER ORAL OR WRITTEN, BETWEEN THE PARTIES CONCERNING SUCH
CLAIMS, AND WILL NOT BE MODIFIED OR AMENDED BY ANY PAST, CONTEMPO-
RANEOUS, 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, PSC SHALL NOT BE LIABLE FOR ANY CLAIMS
AGAINST END USER BY ANY OTHER PARTY. IN NO EVENT SHALL PSC'S LIABILITY FOR
DAMAGES, IF ANY, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLI-
GENCE), PRODUCT LIABILITY, STRICT LIABILITY, WARRANTY, OR ANY OTHER BASIS,
EXCEED THE PRICE OR FEE PAID BY END USER FOR THE PSC PRODUCT. UNDER NO
CIRCUMSTANCES SHALL PSC BE LIABLE TO END USER OR ANY THIRD PARTY FOR
LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS OR SERVICE, OR FOR ANY
OTHER SPECIAL, CONSEQUENTIAL, CONTINGENT, INDIRECT, INCIDENTAL, PUNITIVE,
EXEMPLARY, OR OTHER SIMILAR DAMAGES, EVEN IF PSC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
9. Government Restricted Rights; International Use.
9.1
Use, duplication, or disclosure of the Software by the U.S. Government is subject 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), which-
ever is applicable.
9.2
If End User is using the PSC Product outside of the United States, End User must com-
ply with the applicable local laws of the country in which the PSC 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.
10.1
Either 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 Agree-
ment.
10.2
Upon termination of this Agreement, End User immediately shall cease using any non-
embedded software and shall return to PSC or destroy all non-embedded software cov-
ered by this Agreement, and shall furnish PSC 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 PSC concerning further use of
the embedded Software. End User's resumed or continued use of the embedded Soft-
ware 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 agreement between
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