3. Barco shall hold y ou harmless and indem nify 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 licen se and the right to install the S oftware as
permitted b y this Software License and de fend and settle at its sole expense any claim, action, s uit or proceeding broug ht against you,
provided that (i) you pro mptly notify Barco in writing after a claim has been asserted against you or the commencem ent of any claim,
action, s uit or pr oceeding, and (ii) Barco shall assume s ole control of the defense and any settlement ne gotiations related to any claim,
action, suit or pr oceeding, and (iii) you shall not negotiate, s ettle or compromise any claim, ac tion, suit or proceeding without the prior
written consent of B arco and (iv) you, at your co st, shall cooperate with Barco and provide as sistance and support, as m ay reasonably
required by Barco, in connection with the defense and any settlement negotiations related t o any claim, action, su it or proceeding.
Barco shall have no indemnity obligation for any Software, o r any portion thereof, (i) that is based on specifi ca tions, drawings, models
or other data furnished by you or, ( ii) that is not prov ided by Ba rco or, (iii) that is m odified, in spite of the prohibition for y ou to modify
the software or, (iv) to the extent that you continue allegedly infringing activity after having been provided modifications that avoid the
alleged infringement, or (v) where the use of the Software, or the combination or thereof w ith other Software, processes or materials or
the distribution thereof rather than the Software itself is the primary cause of an alleged infringement. In c ase it has been determined
by a finally awarded judgment that Barco infringed or misappropriated such third party r ights or earlier, at Barco’s discretion, it may, at
its option and cost, (i) modify the Software in such a way that it sh all not infringe upon or misappropriate the rights of the third par ty 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 s ole and ex clusive remed y and Ba rco’s sole and exclusive
liability for a third party claim that the P roduct infringes or misappropriates any intellectual property right of a third party.
4. Barco (and Barco’s licensors, as appropriate) retain ownership of all intellectual pr operty rights in the Software and any copies you or
any A uthorized User ma y m ake of such Software. The Software is protected by national co pyright 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 m aterials and B arco’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 e ngineer, derive source code from, modify, dis assem ble, decompile, c reate derivative works based on the
Software, or remove any p roprietary notices or labels on the Software, save as may be perm itted by law or this S oftware 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 S oftware, with no termination
date, un less otherwise specified. You may terminate this S oftware License a t any time by des troying all copies of the S oftware then
in your possession and returning all associated m aterials and documentation, to Barco o r the appointed Barco reseller that sold or
provided th ese to you. Barco may terminate this Software License forthwith by informing yo u at any time if yo u and/or any Authorized
User are in breach of any of the Software License’s terms.
6. YOU UND ERS TAND THAT THE SO FTWARE IS BEING PROVIDED TO YOU "AS IS". BARCO DOES NOT M AKE NOR INTENDS
TO MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRES S OR IMPLIED AND SPEC IFICALLY DISCLAIMS ALL IMP LIED
WARRANTIES OF MERCHANTABILITY FITN
ESS, FO R A PARTICULAR PURPOSE AND NON-INFRINGEMEN T OF INTELLEC-
TUAL PROPERTY AND DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE FROM ERRORS OR THAT SUCH ERRORS
WILL BE C ORRECTED BY BARCO AND YOU ARE SOLELY RESPONSIBLE FOR ALL COSTS AND EXPENSES ASSOCIATED
WITH RECTIFICATION, REPA IR OR
DAMAGE CAUSED BY SUCH ERRORS.
YOU ALSO ACKNO WLEDGE AND AGREE THAT:
BARCO ACCEPTS NO LIABILITY FOR ANY DAMAGES, LOSSES OR CLAIMS YOU OR ANY THIRD PARTY M AY SUFFER A S A
RESULT OF YOUR USE OF THE SOFTWAR
E, AND YOU HEREB Y AG REE TO INDEMN IFY, K EE P INDEMNIFIED , DE F EN D AND
HOLD HA RMLE SS B ARCO AND BARCO’S AFFILIATES AND SUBSIDIARIES FROM A ND AGAINST ANY AND ALL AC TIONS,
PROCEEDINGS, LIABILITY, LOSS, DAMAGES, FEES AND CO STS (INCLUDING AT TORNEYS’ FEES), AND OTHER EXP ENSES
INCURRED OR S UFFERED
BY BARCO ARISING O UT OF OR IN CO NNECTION WITH A NY BR EACH BY YOU OF THE TERMS OF
THIS SOFTWARE LICE NSE. TO THE MAXIMUM EXTENT PERM ITTED BY LAW, IN NO EVE NT WILL BARCO BE LIABLE FOR ANY
INDIRECT, SPECIAL, PUNITIVE, INCIDENTA L OR CONS EQUENTIAL LOSS OR DAMAGES OF ANY KIND WHICH MAY ARISE
OUTOFORINCONNEC
TION WITH THE SOFTWARE, THIS SOFTWARE LICENSE OR THE PERFORMANCE OR PURPORTED
PERFORMANCE OF OR FAILURE IN THE PERFORMAN CE OF BARCO’S O BLIGATIONS UND ER THIS SO FTWARE LICENSE
OR FOR ANY ECONO MIC LOSS, LOSS OF BUSINESS, CONTRACTS, DATA, GO ODWILL, PRO FITS, TURNOVE R, REVENUE,
REPUTATION O
R ANY LOSS A RISING FROM WORK STOPPAGE, COMPUTER FA ILURE OR MALFUNCTION OF T HE SO FT-
WARE AND ANY AND ALL OTHER COMME RCIAL DAMAGES OR LOSSES W HICH MAY ARISE IN RESPECT OF USE OF THE
SOFTWARE, E VEN IF BARCO HAS BEEN ADVISED OF THE POSSIBILITY OF THEIR OCCURRENCE; AND
7. You shall treat as confidential all information obtained from the other purs uant to this Software Licens e which is marked ’confidential’
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 pr ovided that this Paragraph 7 s hall 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 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 com ply w ith 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 ac cept the following lim ited service a nd support statements.
You will remain responsible for the m aintenance of your hardware, operating s ystem, the functioning of your network and in keeping
your systems virus-free. You acknow ledge that the S oftware is a complex computer software application, and that the performance
thereof may vary depending hardware platform, s oftware interactions and configu ration. 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 ow n c hoice and decision.
For the avoidance of doubt, nothing in this clause shall impose any obligation on Barco to provide S upport Services.