1. This S oftware License is between you and B ARCO NV, a corporation organized and existing under the laws of Belgium registered
under number BE 0 473.191.041, Com mer cial Companies ’ Re gister of Kortrijk, having its registered office President K ennedypark, 35
at B-8500 Kortrijk, Belgium ("Barco") for the use of the Software.
You h ereby undertake to inform all Authorized Users of the terms of this Software License and to bind all Authorized Users to accept all
such terms of this Software License as applies to them. Barco grants you a limited, non-exclusive, non-assignable, no n-transferable
license (without the right to grant sub licenses).
2. The Software component parts m ust not be separated, replicated or reverse engineered in any manner. You and Authorized Users
are entitled to use the Softwa re for the purposes and in the manner set out in this EULA (and documentation), but neither you nor
any Authorized User are entitled to: (i) sell or grant a security interest in the So ftware to other parties in any way, or to rent, lease or
sub-license the Software to others without the express prior written consent of Barco; or (ii) exploit the Software or any of its component
parts for any commer cial purpose, other than use by you and/or Authorized Users of the Software.
3. Barco shall hold you harmles s and indem nify you from and against direct damages, losses and exp enses arising from infringement
or alleged infringement of any patent, trademark or copyright of s uch third party by the licen se and the right to ins tall t he Software as
permitted b y this S oftware License and defend and s ettle at its sole expense any claim, action, suit or proceeding brought against you,
provided that (i) you promptly notify B arco in writing after a claim has been asserted against you or the com m encement of any claim,
action, suit or proceeding, and (ii) Barco shall assume sole control of the defense and any settlement ne gotiations related to any claim,
action, suit or proceeding, and ( iii) you shall not negotiate, s ettle or com promise any claim, action, suit or proceeding without the p rior
written consent of B arco 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, su it or proceeding.
Barco shall have no indemnity obligation for any Software, or any portion thereof, ( i) that is based on specifica tions, drawings, models
or other data furnished by y ou or, (ii) that is not provided by Barco or, (iii) that is modified, in spite of the prohibition for y ou to m odify
the software or, (iv) to the extent that you continue allegedly infringing activity after hav ing been provided modifications that avoid 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 th an the Software itself is the primary cause of an alleged infringement. In case it has been determined
by a finally awarded 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 s uch 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 S oftware in question with non-infringing
Software. The remedies set forth in this paragraph shall constitute your s ole 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 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 Autho rized User may make of such Softwar
e. The Software is protected by national copyright laws, international copyright treaties
and conven tions, and other applicable laws. All rights not expressly licensed to y ou in this Software License are r eserved to Barco
and Barco’s licensors, as appropriate. T he Software c ontains certain other licensed materials and Barco’s licensors may protect their
rights in the ev ent of any violation of t
his 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, disassemble, dec ompile, create derivative wor ks 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 co nsent, in writ
ing, of Barc o.
5. The duration of this Software License will be from the date of your acceptance (as s et 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 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 a re in breach of any of the Software License’s terms.
6. YOU UNDERSTAND THAT THE SOFTWARE IS BEING PROVIDED TO Y OU "AS IS". BARCO DOES NOT MAKE NOR INTENDS
TO MAKE ANY WARRANTIES OR REPRESENTAT IONS, E XPRES S OR IMPLIED AND SPECIFICALLY D ISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHA NTABILITY 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 DAMAG E CAUSED BY SU CH ERRO RS.
YOU ALSO ACKNOWLEDGE AND AGREE T HAT:
BARCO ACCEPTS NO LIABILITY FOR ANY DAM AGES, LOSSES OR CLAIMS YOU OR ANY THIRD PARTY MAY SUFFER A S A
RESULT OF YOUR USE OF THE SOFTWARE, AND YOU HEREBY AGRE E TO INDEMNIFY, K EEP INDEMNIFIED, DEFEND AND
HOLD H ARMLESS BARCO AN D BARCO "S A FFILIATES AND SUBSIDIARIES FROM AND AGAINST ANY AND A LL AC TIONS,
PROCEEDINGS, LIABILITY, LOSS, DAM AGE S, FEES AND COSTS (INCLUDING ATTORNEYS" F EES ), AND OTHER EXPENSES
INCURRED OR SUFFERED B Y BARCO ARISING OUT OF OR IN CONNECTION WITH ANY BR EACH BY YOU OF THE TER MS OF
THIS SOFTWARE LICENSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BARCO BE LIABLE FOR ANY
INDIRECT, S PECIAL, PUNITIVE, INCIDENTA L OR CO NSEQUE NTIAL LOSS OR DAMAGES OF ANY KIND WHICH M AY ARISE
OUT OF OR IN CONNECTION W ITH THE SOFTWARE, THIS SO FTWARE LICENSE OR THE PERFORMANCE OR PURPORTED
PERFORMANCE OF OR FAILURE IN THE PERFORMANCE O F BARCO"S OBLIGATIONS UND ER THIS SOFTWARE LICENSE
OR FOR ANY E CONO MIC LOSS, LOSS OF BUSINESS, CO NTRACTS, D ATA, 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 COMME RCIAL DAM AGES OR L OSSES W HICH MAY ARISE IN RESPECT OF USE OF THE
SOFTWARE, EVEN IF BARCO HA S BEEN ADVISED O F THE POSSIBILITY OF THEIR OCCURRENC E; AND