3.
Barco shall hold you harmless and indemnify you from and against direct damages, losses and expenses arising from infringement
or alleged infringement of any patent, trademark or copyright of such third party by the license and the right to install the Software as
permitted by this Software License and defend and settle at its sole expense any claim, action, suit or proceeding brought against you,
provided that (i) you promptly notify Barco in writing after a claim has been asserted against you or the commencement of any claim,
action, suit or proceeding, and (ii) Barco shall assume sole control of the defense and any settlement negotiations related to any claim,
action, suit or proceeding, and (iii) you shall not negotiate, settle or compromise any claim, action, suit or proceeding without the prior
written consent of Barco and (iv) you, at your cost, shall cooperate with Barco and provide assistance and support, as may reasonably
required by Barco, in connection with the defense and any settlement negotiations related to any claim, action, suit or proceeding.
Barco shall have no indemnity obligation for any Software, or any portion thereof, (i) that is based on speci
fi
cations, drawings, models
or other data furnished by you or, (ii) that is not provided by Barco or, (iii) that is modi
fi
ed, in spite of the prohibition for you to modify
the software or, (iv) to the extent that you continue allegedly infringing activity after having been provided modi
fi
cations that avoid the
alleged infringement, or (v) where the use of the Software, or the combination or thereof with other Software, processes or materials or
the distribution thereof rather than the Software itself is the primary cause of an alleged infringement. In case it has been determined
by a
fi
nally awarded judgment that Barco infringed or misappropriated such third party rights or earlier, at Barco’s discretion, it may, at
its option and cost, (i) modify the Software in such a way that it shall not infringe upon or misappropriate the rights of the third party or
(ii) obtain for you a license or other right to use the rights allegedly infringed or (iii) replace the Software in question with non-infringing
Software. The remedies set forth in this paragraph shall constitute your sole and exclusive remedy and Barco’s sole and exclusive
liability for a third party claim that the Product infringes or misappropriates any intellectual property right of a third party.
4.
Barco (and Barco’s licensors, as appropriate) retain ownership of all intellectual property rights in the Software and any copies you or
any Authorized User may make of such Software. The Software is protected by national copyright laws, international copyright treaties
and conventions, and other applicable laws. All rights not expressly licensed to you in this Software License are reserved to Barco
and Barco’s licensors, as appropriate. The Software contains certain other licensed materials and Barco’s licensors may protect their
rights in the event of any violation of this Software License. Neither you nor any Authorized User may, whether in whole or in part,
copy, translate, reverse engineer, derive source code from, modify, disassemble, decompile, create derivative works based on the
Software, or remove any proprietary notices or labels on the Software, save as may be permitted by law or this Software License,
without the prior consent, in writing, of Barco.
5.
The duration of this Software License will be from the date of your acceptance (as set forth above) of the Software (whereby you ac-
knowledge that use of the Software implies acceptance), with no termination date, unless otherwise speci
fi
ed. You may terminate this
Software License at any time by destroying all copies of the Software then in your possession and returning all associated materials
and documentation, to Barco or the appointed Barco reseller that sold or provided these to you. Barco may terminate this Software
License forthwith by informing you at any time if you and/or any Authorized User are in breach of any of the Software License’s terms.
6.
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 INTELLEC-
TUAL PROPERTY AND DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE FROM ERRORS OR THAT SUCH ERRORS
WILL BE CORRECTED BY BARCO AND YOU ARE SOLELY RESPONSIBLE FOR ALL COSTS AND EXPENSES ASSOCIATED
WITH RECTIFICATION, REPAIR OR DAMAGE CAUSED BY SUCH ERRORS.
YOU ALSO ACKNOWLEDGE AND AGREE THAT:
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, AND YOU HEREBY AGREE TO INDEMNIFY, KEEP INDEMNIFIED, DEFEND AND
HOLD HARMLESS BARCO AND BARCO’S AFFILIATES AND SUBSIDIARIES FROM AND AGAINST ANY AND ALL ACTIONS,
PROCEEDINGS, LIABILITY, LOSS, DAMAGES, FEES AND COSTS (INCLUDING ATTORNEYS’ 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. 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 SOFT-
WARE 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; AND
7.
You shall treat as con
fi
dential all information obtained from the other pursuant to this Software License which is marked ’con
fi
dential’
or the equivalent or has the necessary quality of con
fi
dence about it and shall not divulge such information to any persons without
Barco’s prior written consent provided that this Paragraph 7 shall not extend to information which was rightfully in the possession of
you prior to the commencement of the negotiations leading to this Software License, which is already public knowledge or becomes
so at a future date (otherwise than as a result of a breach of this paragraph 7), is required to be disclosed by law or which is trivial or
obvious. You are aware of and ensure to comply with the provisions of this paragraph 7. The foregoing obligations as to con
fi
dentiality
shall survive any termination of this Software License.
8.
You agree with and fully accept the following limited service and support statements.
You will remain responsible for the maintenance of your hardware, operating system, the functioning of your network and in keeping
your systems virus-free. You acknowledge that the Software is a complex computer software application, and that the performance
thereof may vary depending hardware platform, software interactions and con
fi
guration. You acknowledge that the Software is not
designed and produced speci
fi
cally to meet your speci
fi
c requirements and expectations and the selection of the Software by you is
entirely your own choice and decision.
For the avoidance of doubt, nothing in this clause shall impose any obligation on Barco to provide Support Services.
