Barco ClickShare CSE-200+, Installation Manual

Page: 8 / 112

designated auditors, at Barco ’ s expenses, the right to verify your deployment and use of the Software during
your normal business hours so as to verify your compliance with the License Agreement. In the event such
audit reveals non-compliance with your payment obligations hereunder, you shall promptly pay to Barco the
appropriate license fees plus the reasonable cost of conducting the audit.
6.2
Fair Use Monitor
. You are informed and acknowledge that the Software includes technology which
allows to remotely decrease (in part or in full) the functionality of the Software (the “ Fair Use Monitor ” ). Such
technology is an enabling tool and a material condition precedent for Barco to enter into this License
Agreement.
6.3
Enforcement
. Upon breach of the License Agreement (including overdue payment), Barco shall inform
the then known user, through the DRM or otherwise in writing, (i) which condition of the License Agreement
(including payment terms) is violated; (ii) allow a period of 8 calendar days to cure such breach, if it can be
cured at all; and (iii) inform which part of the functionality Barco intends to reduce (all Software or certain
additionally licensed features only; in part or in full) if the breach is not remedied on time and in full.
6.4
Remedy
. If the breach is not cured within the applicable remedy period (or cannot be cured at all), Barco
shall have the option (i) to cause you to procure such additional licenses required as per the actual usage; (ii)
to reduce the Software
’ s functionality, including through the use of the Fair Use Monitor; or (iii) to terminate the
License Agreement as set out herein, without prejudice to any other remedies available at law, under contract
or in equity.
6.5
Indemnification
. YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS BARCO
AND BARCO ’ S AFFILIATES FROM AND AGAINST ANY AND ALL ACTIONS, PROCEEDINGS, LIABILITY,
LOSS, DAMAGES, FEES AND COSTS (INCLUDING ATTORNEY FEES), AND OTHER EXPENSES
INCURRED OR SUFFERED BY BARCO ARISING OUT OF OR IN CONNECTION WITH ANY BREACH BY
YOU OF THE TERMS OF THIS SOFTWARE LICENSE.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BARCO ACCEPTS NO LIABILITY FOR ANY
DAMAGES, LOSSES OR CLAIMS YOU OR ANY THIRD PARTY MAY SUFFER AS A RESULT OF YOUR
USE OF THE SOFTWARE. IN JURISIDCTIONS WHERE BARCO
’ S LIABILITY CANNOT BE EXCLUDED,
BARCO ’ S LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE LICENSE FEES ACTUALLY
PAID FOR THE SOFTWARE DURING THE TWELVE MONTHS PRECEEDING THE CLAIM (OR AN
AMOUNT OF 250 EURO IF NO FEE WOULD BE PAID) IN THE AGREGATE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BARCO BE LIABLE FOR ANY
INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGES OF ANY KIND
WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THE SOFTWARE, THIS SOFTWARE LICENSE
OR THE PERFORMANCE OR PURPORTED PERFORMANCE OF OR FAILURE IN THE PERFORMANCE
OF BARCO
’ S OBLIGATIONS UNDER THIS SOFTWARE LICENSE OR FOR ANY ECONOMIC LOSS, LOSS
OF BUSINESS, CONTRACTS, DATA, GOODWILL, PROFITS, TURNOVER, REVENUE, REPUTATION OR
ANY LOSS ARISING FROM WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OF THE
SOFTWARE AND ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES WHICH MAY ARISE IN
RESPECT OF USE OF THE SOFTWARE, EVEN IF BARCO HAS BEEN ADVISED OF THE POSSIBILITY
OF THEIR OCCURRENCE.
8. Confidentiality
8.1
Confidential Information
. You will be receiving information which is proprietary and confidential to
Barco during the procurement and Term of this License Agreement. “ Confidential Information ” shall include (i)
the underlying logic, source code and concepts of the Software or other trade secrets (the access to which is
strictly limited as expressly set out herein), (ii) any information designated as confidential by Barco or which
has the necessary quality of confidence about it and (iii) any license key provided by Barco to you hereunder.
8.2
Non-Disclosure
. You agree not to divulge any Confidential Information to any persons without Barco's
prior written consent provided that this article 8 shall not extend to information which was rightfully in your
possession prior to the commencement of this License Agreement, which is already public knowledge or
becomes so at a future date (otherwise than as a result of a breach of this article 8), to the extent it is required
to be disclosed by law or which is trivial or obvious. You agree not to use any Confidential Information except
for the authorized purpose hereunder. The foregoing obligations as to confidentiality shall survive the Term of
this License Agreement.
9. Term and Termination
9.1
Term
. The duration of this License Agreement will be from the date of your acceptance (as set forth
above) of the Software (whereby you acknowledge that use of the Software implies acceptance), until you de-
activate the Software, discontinue the use of the device on which the Software was first installed for its