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BOLD SOFTWARE End User License Agreement (EULA)

ATTENTION: PLEASE READ THIS CAREFULLY BEFORE DOWNLOADING THE SOFTWARE. The software accessible for downloading at this website is based, in part on the Bunch of Lines Descriptor (BOLD) algorithm, developed by the University of Bologna Computer Vision Lab, CVLab (hereinafter “university of Bologna”) in cooperation with Datalogic Automation S.r.l. (hereinafter, “Datalogic”) within the VIALAB Project, funded by Regione Emilia Romagna.

On December 4, 2013, an article was published generally describing the BOLD SOFTWARE concept entitled “BOLD features to detect texture-less objects”, ICCV 2013” authored by F. Tombari, L. Di Stefano (employees of the University of Bologna) and A. Franchi, an employee of  Datalogic) available at the following website: http://vision.deis.unibo.it/fede/papers/iccv13_pre.pdf (hereinafter, the “Conference Paper”).

The University of Bologna and Datalogic agreed that Datalogic should develop the software libraries available for download at this website: http://vision.deis.unibo.it/BOLD/(hereinafter, the “BOLD SOFTWARE”) for use by third parties under license solely for research and development.  Other licensors have also licensed rights to Datalogic to develop and license software to third parties at no charge solely for research and development with the goal of making the BOLD SOFTWARE better known and useful to third parties (hereinafter, “Licensors”). 

Portions of the BOLD SOFTWARE include or operate with Open Source software or libraries (“Open Source”).  Use of Open Source is subject to the Open Source licenses provided as a separate file entitled “Open Source Distribution” entitled “filename” available at the following website: http://www.datalogic.com/software_lan_sb2783_1.html

YOU ACKNOWLEDGE AND AGREE THAT BY CLICKING ON THE ACCEPT BUTTON OR SIMILAR BUTTONS OR LINKS SO AS TO DOWNLOAD, INSTALL OR ACCESS THE BOLD SOFTWARE at the above indicated site, You will be deemed to have accepted the terms and conditions of this End User Software License Agreement (hereinafter “EULA” or “Agreement”). If You do not agree to the terms of this EULA, do not download, install, access or use the BOLD SOFTWARE.

Datalogic and End User hereby agree as follows:

This EULA is a legally binding agreement governing the licensing of the BOLD SOFTWARE between Datalogic, and you and the person or the entity you represent, if any, who accesses and uses the BOLD SOFTWARE (hereinafter, “You” or “End User”).

BOLD SOFTWARE is made available for use by End User subject to the terms and conditions of this EULA solely for the Authorized Purpose, as defined in Section 2.1 of this Agreement.  Any use of BOLD SOFTWARE other than for the Authorized Purpose is strictly prohibited and may subject End User to legal action.

If You access, download, or use the BOLD SOFTWARE, You will be deemed to have accepted the terms and conditions of this EULA, including but not limited to, the terms of confidentiality and nondisclosure in Section 5, the Limited Warranty and Disclaimer in Section 6 and the Limitations of Liability in Section 8. If You do not intend to be bound to the terms of this EULA, You are prohibited from any use of the BOLD SOFTWARE and You must delete any and all portions of the BOLD SOFTWARE.  You will be obligated to adhere to the terms of confidentiality and nondisclosure as long as allowed by applicable law.

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 “Conference Paper” means the publication dated December 4, 2013, entitled “BOLD features to detect texture-less objects”, ICCV 2013” authored by F. Tombari, A. Franchi, and L. Di Stefano.

1.4 “BOLD SOFTWARE” means the software libraries developed by Datalogic and/or its Licensors in machine readable executable form available at the following website: http://vision.deis.unibo.it/BOLD/whether obtained directly or indirectly from Datalogic, including any replacement, update, upgrade, enhancement or modification.

1.5 “Confidential Information” means: (a) source code, object code, software, unpublished 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 BOLD 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. Confidential Information does not include any information that the End User can establish was (1) in the public domain, prior to receipt (2) already in the End User’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 and use of the Confidential Information.

2. Scope Of License Granted.

2.1 Subject to End User’s continuous compliance with this Agreement, Datalogic grants to End User a non-exclusive, non-transferable, limited license to use the BOLD SOFTWARE, in machine-readable form only, solely for personal and non-commercial research and development in support of the Conference Paper (hereinafter  “Authorized Purpose”).  For example, End User may use the BOLD Software libraries to test and compare results of End User’s proposals and test results. No other use is permitted. This EULA does not convey any other right, license, or ownership interest in the BOLD SOFTWARE to End User.  Title to the BOLD SOFTWARE shall be and remain with Datalogic or the third party Licensors from whom Datalogic has obtained a licensed right.  Any and all rights granted herein are subject to this EULA.  End User is not entitled to receipt or use of the source code to BOLD SOFTWARE.

2.2 End User shall not copy, modify, decompile, disassemble, reverse engineer, or otherwise reproduce or remanufacture the BOLD SOFTWARE, whether modified or unmodified, nor sell, assign, sublicense, distribute, lend, rent, give, or otherwise transfer the BOLD SOFTWARE to any other person or organization, or use for purposes other than the Authorized Purpose.

2.3  End User shall not create derivative works of the BOLD SOFTWARE unless expressly authorized in writing signed by an authorized representative of Datalogic.

3. Transfers, No Support.

3.1 Any copying, installing, reproduction, remanufacture, reverse engineering, electronic transfer, or other use of the BOLD SOFTWARE will be a material breach of this EULA.

3.2 No support is currently available for End User in relation to the BOLD SOFTWARE.  Contact Datalogic if specific support is requested.

4. Intellectual Property.

End User acknowledges that the BOLD SOFTWARE constitutes valuable trade secrets of Datalogic or Datalogic’s Licensors and that the BOLD SOFTWARE is protected by intellectual property laws and treaties.  The license set forth in this EULA does not transfer to End User any ownership of Datalogic’s or its Llicensors’ copyrights, patents, trademarks, service marks, trade secrets, or other intellectual property rights and End User shall have no right to commence any legal actions to obtain such rights.  End User shall not remove, modify, or take any other action that would obscure any copyright, trademark, patent marking, or other intellectual property notices contained in the BOLD SOFTWARE or the Conference Paper.

5. Confidential and Proprietary Information.

5.1 End User acknowledges that Confidential Information is the confidential, proprietary, and trade secret property of Datalogic and its Licensors and End User acquires no right or interest in any Confidential Information.

5.2 End User shall not disclose, provide, or otherwise make available the Confidential Information of Datalogic or its Licensors to any person other than End User’s authorized employees who are under confidentiality agreement, and End User shall not use the Confidential Information other than for the Authorized Purpose.  End User shall take steps to protect the Confidential Information no less securely than if it were End User’s own intellectual property.

5.3 The provisions of this Section 5 shall survive and continue for five (5) years after the termination of this EULA, or for trade secrets, as long as allowed by applicable law.

6.  Limited Warranty and Disclaimer.

6.1 Datalogic warrants that, under normal use and operation, the BOLD SOFTWARE will conform substantially to the description and proposed uses generally outlined in the Conference Paper.  Datalogic does not warrant that BOLD SOFTWARE will meet End User’s requirements or that use of BOLD SOFTWARE will be uninterrupted or error free.  End User agrees that the existence of such non conformities or errors and Datalogic’s inability to remedy such errors shall not constitute a breach of this EULA.  This limited warranty does not cover use of the BOLD SOFTWARE with any third party software and shall be void (i) if End User alters or modifies the BOLD SOFTWARE, (ii) uses the BOLD SOFTWARE for research and development in any manner other than as established in the Authorized Purpose or by; the License Grant; or (iii) if End User breaches any of the provisions of this EULA.

6.2 EXCEPT AS PROVIDED IN SECTION 6.1, THE BOLD SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, AND DATALOGIC AND ITS LICENSORS MAKE NO WARRANTIES, CONDITIONS OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED (AT LAW OR IN EQUITY), WRITTEN OR ORAL, WITH RESPECT TO THE BOLD SOFTWARE, AND SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY WHATSOEVER FOR PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, SATISFACTORY QUALITY. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU.

7. Infringement.

7.1 Datalogic  and its Licensors shall have no liability to End User for claims of infringement of any third party intellectual property based upon 1) the use of the BOLD SOFTWARE in any manner (authorized or not authorized hereunder), or 2) End User’s modification of the BOLD SOFTWARE, and/or 3) creation of DERIVATIVE BOLD SOFTWARE.

7.2 SECTION 6.2 AND SECTION 7.1 STATE DATALOGIC’S AND ITS LICENSORS COMPLETE AND ENTIRE OBLIGATION CONCERNING ANY CLAIMS, INCLUDING, BUT NOT LIMITED TO, CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT; CANCELS AND SUPERSEDES ANY PRIOR AGREEMENTS, WHETHER ORAL OR WRITTEN, BETWEEN THE PARTIES CONCERNING SUCH CLAIMS; AND WILL NOT BE MODIFIED OR AMENDED BY ANY PAST, CONTEMPORANEOUS, OR FUTURE AGREEMENTS OR DEALINGS BETWEEN THE PARTIES, WHETHER ORAL OR WRITTEN.

8. Limitation of Liability.

TO THE EXTENT NOT PROHIBITED BY LAW, AND NEITHER DATALOGIC, ITS AFFILIATES, NOR ITS LICENSORS SHALL BE LIABLE FOR ANY CLAIMS AGAINST END USER BY ANY OTHER PARTY.  UNDER NO CIRCUMSTANCES SHALL DATALOGIC OR ITS LICENSORS BE LIABLE TO END USER OR ANY THIRD PARTY FOR LOST PROFITS, LOST SAVINGS, LOST DATA, INTERRUPTION OF BUSINESS OR SERVICE, OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE BOLD SOFTWARE, FOR ANY OTHER SPECIAL, CONSEQUENTIAL, CONTINGENT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR OTHER SIMILAR DAMAGES, EVEN IF DATALOGIC OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DATALOGIC’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, LICENSORS UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY, THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

NOTHING CONTAINED IN THIS AGREEMENT LIMITS DATALOGIC’S LIABILITY TO END USER IN THE EVENT OF DEATH OR PERSONAL INJURY RESULTING FROM DATALOGIC’S NEGLIGENCE OR FOR FRAUD. DATALOGIC IS ACTING ON BEHALF OF ITS AFFILIATES, LICENSORS FOR THE PURPOSE OF DISCLAIMING, EXCLUDING AND LIMITING OBLIGATIONS, WARRANTIES AND LIABILITY, BUT IN NO OTHER RESPECTS AND FOR NO OTHER PURPOSE.

9. Termination.

9.1  This Agreement is effective upon your acceptance of it and shall continue in effect until terminated.

This Agreement and the licenses granted hereunder shall terminate immediately upon notice if You breach any term or condition hereof, in accordance with Art. 1456 of the Italian Civil Code, including but not limited to, Sections 2 (Scope of License Granted), 3.1 (Transfers), 4 (Intellectual Property), 5 (Confidential and Proprietary Information), 10.1 (Export compliance), 10.3 (Assignment) and 10.6 (Governing Law).

Either Datalogic or End User may terminate this EULA or any license granted under this EULA at any time upon written notice if the other party breaches any provision of this EULA.

9.2  Upon termination of this EULA, End User immediately shall cease using any BOLD SOFTWARE and shall return to Datalogic or destroy all  BOLD SOFTWARE and all copies covered by this EULA.

9.3  In the event of a termination of this Agreement, those Sections that by their nature are intended by the parties to survive shall survive and continue in effect, including but not limited to, Sections 4, 5, 6.2, 7 and 8.

10. General Provisions.

10.1  You agree not to send or bring the BOLD SOFTWARE or its documentation out of the country where you originally obtained it to other countries without any required authorization of the applicable governments. You agree to comply with all export laws and restrictions and regulations of the country(ies) involved, as well as with the U.S. Export Administration Regulations (“EAR”), and not to export or re-export, directly or indirectly, the BOLD SOFTWARE  in violation of such laws, restrictions and regulations, or without all necessary approvals.

10.2  Entire Agreement; Amendment. This document contains the entire agreement between the parties relating to use of the BOLD SOFTWARE and supersedes all prior or contemporaneous agreements, written or oral, between Datalogic and End User concerning the use of the BOLD SOFTWARE. This Agreement may not be changed, amended, or modified except by written document signed by an authorized representative of Datalogic.

10.3   Assignment. This Agreement may not be assigned by the End User without the prior written consent of Datalogic.

10.4  Notice. All notices required or authorized under this Agreement shall be given in writing, and shall be effective when received, with evidence of receipt. Notices to Datalogic shall be sent to the attention of Datalogic Automation S.r.l.,. Attention Legal Department, Via Canini, 2265, 40012 Lippo di Calderara di Reno Bologna – Italy.

10.5   Waiver. Datalogic’s failure to enforce any of the terms and conditions of this Agreement shall not prevent later enforcement of such terms and conditions.

10.6   Governing Law; Venue: This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of Italy without regard to the rules governing conflicts of law. The courts of Italy shall have exclusive jurisdiction over all matters regarding this Agreement, except that Datalogic shall have the right, at its absolute discretion, to initiate proceedings in the courts of any other state, country, or territory in which End User resides, or in which End User has assets.

10.7   Legal Fees. In the event an action is brought to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to reasonable legal fees, both at trial and on appeal.

YOU ACKNOWLEDGE AND AGREE THAT BY CLICKING ON THE ACCEPT BUTTON OR SIMILAR BUTTONS OR LINKS SO AS TO DOWNLOAD, INSTALL OR ACCESS THE BOLD SOFTWARE, YOU SPECIFICALLY AND EXPRESSLY AGREE WITH THE TERMS AND CONDITIONS PROVIDED IN SECTIONS 2, 4, 5, 6, 7, 8 AND 9, IN ACCORDANCE WITH ARTICLES 1341 AND 1342 OF THE ITALIAN CIVIL CODE.