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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 b y this Software License and defend and settle at its sole expense any claim, action, suit or proceeding broug ht against you,
provided that (i) you promptly notify Barco in writing after a claim has been asserted against you or the comm encem ent of any claim,
action, s uit or proceeding, and (ii) Barco shall assume s ole control of the defense and any settlement negotiations related to any claim,
action, suit or proceeding, and (iii) y ou shall not negotiate, settle or comprom ise any claim, action, su it or proceeding without the prior
written consent of Barco and (iv) you, at your co st, sha ll 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 h ave no indemnity obligation for any Software, or any portion thereof, (i) that is based o n specifications, drawings, models
or other data furnished by you or, (ii) that is not provided by B arco or, (iii) that is modified, in spite of the prohibition for y ou to modify
the software or, (iv) to the extent that yo u continue allegedly infringing activity after having been provided modifications that av oid the
alleged infringement, or (v) where the use of the Software, or the c ombination or thereof with other Software, processes or materials or
the distribution thereof rather than the Softw are itself is the primary cause of an alleged infringement. In case it has been determ ined
by a finally aw arded judgment that Barco infringed or misappropriated such third party rights or earlier, at Barco’s discretion, it may, at
its option and c ost, (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 t he 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 P roduct infringes or misappropriates any intellectual property right of a third par ty.
4. Barco (and Barco’s licensors, as appropriate) retain ownership of all intellectual property rights in the Softw are and any copies you or
any A uthorized User ma y make of such Software. The S oftware is protected by national copyright laws, international copyright treaties
and conventions, and other applicable laws. All rights not expressly licensed to you in this Softw are 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 ev ent of any violation of this Software License. Neither you nor any Authorized User may, whether in whole or in pa rt,
copy, translate, reverse engineer, derive source code from, modify, disassem ble, decompile, c reate derivative works based on the
Software, or rem ove 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 Lic ense w ill 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 specifie d. You may terminate this
Software License at any time by de stroying all copies of the Software then in your p ossession and returning all associated materials
and documentation, to Barco or the appointed Barco reseller that s old or provided these to you. Barco may terminate this Software
License forthwith by informing you at any time if y ou and/or any Authorize d User are in breach of any of the Software License’s terms.
6. YOU UND ERSTAND THAT THE S OFTWARE IS BEING PROVIDED TO Y OU "AS IS". BARCO DOES NOT M AKE NOR INTENDS
TO MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED AND SPEC IFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY FITN
ESS, 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 O R
DAMAGE CAUSED BY SUCH E RRORS.
YOU ALSO ACKNOWLEDGE AND AGREE THAT:
BARCO ACCEPTS NO LIABILITY FOR ANY D AMAGES , LO SSES OR CLA IMS Y OU OR ANY THIRD PARTY MAY SUFFER A S A
RESULT OF YOUR USE OF THE SOFTWAR
E, AND YOU HER EB Y AG R E E TO IN DEMNIFY, KEEP INDEMNIFIED , DE F END AND
HOLD HA RMLE SS B ARCO AND B AR CO’S AFFILIATES AND SUBSIDIARIES FROM A ND A GAINST ANY A ND ALL ACTIONS,
PROCEEDINGS, LIABILITY, LOSS, DAMAGES, FEES AND COS TS (INCLUDING ATTORNEYS’ FEES), AND OTHER EXPENSES
INCURRED OR SUFFERED
BY BARCO ARISING OUT OF O R IN CO NNECTION WITH A NY BREA CH 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
OUTOFORINCONNEC
TION WITH THE SOFTWARE, THIS SO FTWARE 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 BU SINESS, CONTRACTS, D ATA, GOODWILL, PROFITS, TU RNOVER, REVENUE,
REPUTATION O
R ANY LOSS A RISING FROM WORK STOPPAGE, CO MPUTER FAILURE OR MALFU NCTION OF THE SOFT-
WARE AND ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOS SES WHICH MAY ARISE IN RESPECT OF USE OF THE
SOFTWARE, EVEN IF BARCO HAS BEEN ADVISED OF THE POSSIBILITY OF THEIR OCCURRENC E; AND
7. You sh all treat as confidential all information obtained from the other pursuant to this Software License which is m arked ’con fidential’
or the equivalent or has the necessary quality of confidence 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 pr ior to the commencement of the negotiations leading to this Software License, which is already public k nowledge or becomes
so at a future date (otherwise than as a r esult of a breach of this paragraph 7), is required to b e disclosed by law o r w hich is trivial or
obvious. You are aware of and ensure to com ply with the provisions of this paragraph 7. The foregoing obligations as to confidentiality
shall survive any termination of this Software License .
8. You agree with and fully accept the following lim ited service and support s tatements.
You will remain responsible for the maintenance of your hardw are, 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 configuration. You acknowledge that the Software is not
designed an d produced specifically to meet your specific 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.