Barco ClickShare CSE-800, Installation Manual

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EXCEPT FOR THE LIMITED WARRANTY THAT MAY APPLY AS PER THE PRODUCT SPECIFIC EULA, YOU UNDERSTAND THAT
THE SOFTWARE IS BEING PROVIDED TO YOU "AS IS". BARCO DOES NOT MAKE NOR INTENDS TO MAKE ANY WARRANTIES OR
REPRESENTATIONS, EXPRESS OR IMPLIED AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND DOES NOT WARRANT
THAT THE SOFTWARE WILL BE FREE FROM ERRORS OR THAT YOU WILL BE ABLE TO OPERATE THE SOFTWARE WITHOUT
INTERRUPTIONS OR THAT SUCH ERRORS WILL BE CORRECTED BY BARCO. EXCEPT FOR ANY MAINTENANCE AND SUPPORT
OBLIGATIONS SEPARATELY AGREED, YOU ARE SOLELY RESPONSIBLE FOR ALL COSTS AND EXPENSES ASSOCIATED WITH
RECTIFICATION, REPAIR OR DAMAGE CAUSED BY SUCH ERRORS. IN THE FORTHCOMING CASE, THE WARRANTY DISCLAIMER
FOUND IN APPLICABLE OPEN SOURCE LICENSES SHALL OVERRIDE THE PROVISIONS OF THIS LICENSE AGREEMENT.
6. Compliance and Enforcement
6.1
Reporting and Audit
. In addition to good practice record-keeping obligations, you agree to report the use of the Software and
relating billing metrics in the DRM or otherwise as agreed. You grant to Barco and its 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 AFFILI-
ATES 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 AC-
TUALLY 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 BUSI-
NESS, 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 POS-
SIBILITY OF THEIR OCCURRENCE.
8. Con fi dentiality
8.1
Confidential Information
. You will be receiving information which is proprietary and con fi dential to Barco during the procure-
ment and Term of this License Agreement. “Con
fi dential 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
con
fi dential by Barco or which has the necessary quality of con fi dence about it and (iii) any license key provided by Barco to you hereunder.
8.2
Non-Disclosure
. You agree not to divulge any Con fi dential Information to any persons without Barco’s prior written consent pro-
vided 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 Con
fi dential Information except for
the authorized purpose hereunder. The foregoing obligations as to con fi dentiality 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