ClickShare Desktop App 4.43.2.4

From: https://www.barco.com/en/support/docs/TDE9858

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BARCO END USER LICENSE AGREEMENT
These license terms are an agreement between You and Barco with regards to the Barco Software
and/or Barco Connected Services used subject to the relevant Product Specific Terms. Additional
services may be subject to additional terms. Updated software versions may be subject to new or
additional terms; in which case those different terms apply prospectively and do not alter Your or
Barco’s rights relating to pre-updated software.
Please read this document carefully before opening, downloading, installing, or using the Barco
Technology. If You accept these terms on behalf of an entity (e.g., your employer or customer), You
represent and warrant that You are duly empowered by such entity to act on its behalf.
BY USING THE BARCO TECHNOLOGY, YOU AGREE TO UNCONDITIONALLY ACCEPT THE BARCO
TECHNOLOGY AND AGREE TO COMPLY WITH THESE TERMS.
1. Definitions
“Affiliate” means any corporation or other entity directly or indirectly, controlling, controlled by or
under common control with such corporation or entity. “Control” shall mean (i) the ownership or
control, directly or indirectly, of fifty percent (50%) or more of the equity capital or the shares or
voting rights in the corporation or other entity in question or (ii) the control of the composition of
the board of directors of the corporation or other entity in question.
“Barco” means Barco NV (company number 0473.191.041) with company address at
Beneluxpark 21, 8500 Kortrijk, Belgium, or its designated Affiliate licensing to you the proprietary
software which is the subject matter of this Agreement.
“Barco Partner” means a Barco authorized reseller, distributor, integrator or other intermediary
authorized by Barco to sell Barco Technology
“Barco Technology” means, as relevant, the Barco Software application used by You and/or the Barco
Connected Service used in respect of the Software.
“Connected Service” means such part of the Barco Software and Documentation provided to You
under this EULA and Product Specific Terms, that is provided and/or accessed from a cloud service
provider.
“Data Processing Annex” means the annex referenced in article 13.1. applicable in respect of the
relevant Connected Service and personal data processed thereunder.
“Documentation” means all technical, reference and installation manuals, user guides, published
performance specifications and other written documentation provided by Barco generally to its
licensees with respect to the Barco Technology, along with any modifications and updates thereto,
excluding third party content (if applicable), content related to future functionality or communication
exchanged between Barco and the user.
“DRM” means Barco’s digital rights management platform used to provide access to and access
conditions of the Software.
“EULA” means this Barco End User License Agreement and its annexes, incorporating the terms of
the relevant Product Specific Terms, and Data Processing Annex and any modifications thereof as
set out herein.
“Product Specific Terms” means the additional product related terms applicable pursuant to
article 2.6 hereof, specifically in respect of the to the Barco Technology made available to You.
“Software” means the computer software identified in Product Specific Terms, released in object code
only, which is being licensed hereunder.
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“Term” means the period set out in article 12.1 hereof, as well as any agreed renewal term.
“User Data” means electronic data, text, documents, pictures, videos, or other materials You upload
to generate and/or store within the Barco Technology.
“You” means the entity on behalf of which these terms are accepted, and any of its representatives
having access to the Barco Technology.
2. License Scope and Exclusions
2.1 License Scope. Subject to Your compliance with all license terms and payment of applicable
fees, Barco grants You a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable license to use the Barco Technology exclusively in accordance with the Permitted
Use and conditions and parameters set forth herein (“Usage Rights”)
2.2 Permitted Use: You agree to use the Barco Technology solely as permitted under this EULA,
by applicable laws and in a matter consistent with its design and Documentation. You agree to
use the Barco Technology solely in the territory or region where you obtained the Barco
Technology from Barco or a Barco Partner, or as otherwise stated in the Documentation.
2.3 One copy on one single computing device: Unless broader usage rights are granted under
Product Specific Terms, the license under this EULA is restricted to one (1) copy of the Barco
Technology on one single computing device. If You deactivate or uninstall the Software from
the computer device on which it was originally installed, this will automatically terminate this
EULA unless otherwise and specifically approved by Barco. You agree not to use the Barco
Technology in association with other hardware or software that allows to pool connections,
reroute information or in any other way enables to breach or circumvent the license restrictions
by enabling the deployment and use of the Software by more than the authorized number of
devices and users (e.g., multiplexing) or otherwise attempts to reduce the number of licenses
required. The Barco Technology may include various applications and components, may
support multiple platforms and languages, and may be provided on multiple media or in
multiple copies. Nonetheless, the Barco Technology is designed and provided to You for use as
a single product on devices as permitted herein. You agree not to unbundle the component
parts of the Barco Technology for use on different computer devices.
2.4 One single user: The use of the Barco Technology is restricted to persons within Your
organization, or any third-party representatives authorized by You, provided You will remain
responsible for those third parties operating under your responsibility and control with regards
to their compliance to the terms of this EULA (“Authorized User”). Unless broader usage rights
are granted under Product Specific Terms, the license under this EULA applies to one (1) single
Authorized User. Installation on a computing device that may be concurrently accessed by
more than one user shall not constitute a permitted use and a separate license will be required
for each user connecting at the same time to a computing device on which the Barco
Technology is deployed. You agree not to use or permit the Barco Technology to be used to
perform services for third parties, whether on a service bureau or time-sharing basis or
otherwise, without the prior written authorization of Barco.
2.5 No modifications: You shall not make error corrections to or otherwise modify or adapt the
Barco Technology or create derivative works based upon the Barco Technology or permit third
parties to do the same. You agree not to (attempt to) reverse engineer or decompile, decrypt,
disassemble or otherwise reduce the Barco Technology to human-readable form, except as
permitted under applicable law or to the extent Barco is legally required to permit such specific
activity pursuant to any applicable Open-Source license.
2.6 Product Specific Terms. The “Product Specific Terms” set out the applicable license type, and
Your rights in time, deployment, and usage, and terms different or additional to the terms and
conditions contained in this EULA that apply to certain, specific Software and/or hardware
products or product groups, or to specific uses to which the Software may be put. The Product
Specific Terms are provided as part of the Documentation (as may be set forth on a separate,
online site for each set of the Product Specific Terms), are accepted (including by electronic
acceptance on-line) upon first and continued use of the Software, and are herewith integrated
in this EULA by reference. If there is a conflict between the terms of this EULA, on the one
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hand, and the Product Specific Terms, on the other hand, then the Product Specific Terms will
prevail in regard to the applicable Barco product, product group or specific use.
2.7 Connected Services. Should your Usage Rights pertain to Barco Connected Services, You will
not intentionally (a) interfere with other customers’ access to, or use of, the Connected
Service, or with its security; (b) facilitate the attack or disruption of the Connected Service,
including a denial of service attack, unauthorized access, penetration testing, crawling, or
distribution of malware (including viruses, trojan horses, worms, time bombs, spyware,
adware, and cancelbots); (c) cause an unusual spike or increase in Your use of the Connected
Service that negatively impacts the Connected Service’s operation; or (d) submit any
information that is not contemplated in the applicable Documentation.
2.8 Evolving Technology. Barco may: (a) enhance or refine Barco Technology licensed hereunder,
although in doing so, Barco will not materially reduce the core functionality of that Barco
Technology, except as contemplated in this Section; and (b) perform scheduled maintenance
of the infrastructure and software used to provide the Barco Technology, during which time
You may experience some disruption to that Barco Technology. Whenever reasonably
practicable, Barco or Your Barco Partner will provide You with advance notice of such
maintenance. You acknowledge that, from time to time, Barco may need to perform emergency
maintenance without providing You advance notice, during which time Barco may temporarily
suspend Your access to, and use of, the Barco Technology.
Barco may end the life of Barco Technology, including component functionality (“EOL”), by
providing written notice on www.barco.com.
2.9 Open Source Software: The Barco Technology may include certain open source components
that are subject to open source licenses (“Open Source Software”), in which case, the
embedded Open Source Software is owned by a third party. The Open-Source Software is not
subject to the terms and conditions of this EULA. Instead, each item of Open-Source Software
is licensed under its applicable license terms which accompanies such Open-Source Software.
Nothing in this EULA limits Your rights under, nor grants You rights that supersede, the terms
and conditions of any applicable license terms for the Open-Source Software. Any fees charged
by Barco in connection with the Barco Technology, do not apply to the Open-Source Software
for which fees may not be charged under the applicable license terms. A list of the third-party
components released under an Open-Source license and related license terms, is available in
the Documentation, the Software’s README files, through the “My Barco” section of the Barco
website or through other (online) means.
2.10 Demo Use. If Barco grants You Usage Rights in the applicable Barco Technology on a trial,
evaluation, or other free-of-charge basis (“Demo Software and Services”), You may only use
the Demo Software and Services on a temporary basis for the period limited by the license key
or specified by Barco or Your Barco Partner in writing. If there is no period identified, such use
is limited to 30 days after the Demo Software and Services are made available to You. If You
fail to stop using and/or return the Demo Software and Services or the equipment on which it
is authorized for use by the end of the trial period, You may be invoiced for its list price and
agree to pay such invoice. Barco, in its discretion, may stop providing the Demo Software and
Services at any time, at which point You will no longer have access to any related data,
information, and files and must immediately cease using the Barco Software or Connected
Service. The Demo Software and Services may not have been subject to Barco’s usual testing
and quality assurance processes and may contain bugs, errors, or other issues. Except where
explicitly agreed to in writing by Barco, You will not put Demo Software and Services into
production use. Barco provides Demo Software and Services “AS-IS” without support or any
express or implied warranty or indemnity for any problems or issues, and Barco will not have
any liability relating to your use of the Demo Software and Services.
2.11 Noncompliance: Any noncompliance to the above defined license scope and Permitted Use will
automatically and at Barco’s option (i) terminate Barco's obligation to provide warranty,
updates, any level of support and or (ii) may terminate your access to a Barco Technology in
accordance with clause 9.1. or until such noncompliance is remediated.
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3. Your infrastructure
3.1 Your Infrastructure. You remain responsible to procure and maintain hardware, operating
system, network, and other infrastructure (the “Infrastructure”) required to operate the Barco
Technology and to keep such Infrastructure functioning and virus-free. You acknowledge that
the Barco Technology is a complex computer software application, and that the performance
thereof may vary depending on hardware platform, software interactions and configuration.
You acknowledge that the Barco Technology is not designed and produced specifically to meet
Your requirements and expectations and the selection of the Barco Technology by You is
entirely Your own choice and decision.
Barco ensures the processing unit, as connected to the customer’s internal network, is
equipped with the industry standard protection against penetration and hacking, as offered by
the supplier of the operating system. No additional preventive measures (e.g. firewalls, antivirus) are provided by default and security is limited to the default operating system’s
applications against external threats.
You remain responsible to protect your Infrastructure against hacking, abuse or public
exposure of Your data, and the data of any of Your users, due to vulnerabilities outside Barco’s
network, Barco’s products, or otherwise beyond Barco’s control.
3.2 Account Access. you will keep all account information up to date, and use reasonable means
to protect your account information, including login credentials and passwords. You will inform
Barco promptly in case of suspected or known unauthorized usage of your account.
4. Fees
4.1 Fees for Your use of Barco Technology are set out in the order confirmation issued by Barco or
Your Barco Partner, and the relevant Product Specific Terms. If You use Barco Technology
beyond the limits set out in your order Confirmation (“Overage”), Barco or Your Barco Partner
may invoice You, and You agree to pay, for such Overage under the then current terms and
conditions.
5. Access to code
5.1 Code required to ensure interoperability. To the extent required by law, and at Your written
request, Barco shall provide You with the interface information needed to achieve
interoperability between the Barco Technology and another independently created programs
used by You , on payment of Barco’s applicable fee (if any). You shall observe strict obligations
of confidentiality with respect to such information and shall use such information in compliance
with terms and conditions which Barco makes applicable.
5.2 Source Code Access (Open Source). To the extent required under third party (open source)
license terms, and for a period of 36 months following Your initial acceptance of this EULA,
Barco shall provide access to the source code controlled by a third party (open source) license,
via email or download link. If the relevant license terms require so, You may require Barco
(attn. its legal department, at the address stated above) to obtain such code on tangible
medium against payment of the cost of media, shipping, and handling. If the relevant license
terms permit user modifications, any such user modification will terminate Barco's obligation
to provide warranty, updates, or any level of support on the Software and may terminate Your
access to a Barco Connected Service.
6. Ownership. Intellectual Property Rights
6.1 Ownership. Any Barco Technology is licensed, not sold to You, on a non-exclusive basis for use
only under the terms of this EULA, and Barco and its suppliers reserve all rights not expressly
granted to You. You shall not lease, rent, sell, make available, monetize, or otherwise transfer
or grant a security or other interest in the Barco Technology or its Documentation. You may
own the carrier on which the Barco Technology is provided, but the Barco Technology is owned
and copyrighted by Barco or by third party suppliers.
6.2 Trademarks / Copyright. Any brand and product names mentioned in relation to the Barco
Technology may be trademarks, registered trademarks, or copyrights of their respective (third
party) holders. Copyright on the Barco Technology components belongs to the respective initial
copyright holder or each additional contributor and/or their respective assignee(s), as may be
identified in the Barco Technology Documentation, source code, README file, or otherwise.
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You shall not remove or obscure or otherwise alter any trademark, copyright or other
proprietary notices, legends or logos placed on or contained within the Barco Technology.
6.3 Third Party Materials. The Barco Technology may contain or require the use of certain third
party technology (whether proprietary or open source software), identified by Barco in the
Documentation, readme file, third-party click-accept, on www.barco.com or through other
(online) means (the “Identified Components”). Identified Components may be subject to
additional and/or different terms and you agree that the Identified Components are licensed
under the terms, disclaimers, and warranties of their respective licenses which in the
forthcoming case shall override the provisions of this EULA.
6.4 Feedback. You grant Barco a right to freely use and disclose any feedback or suggestions that
you provide to us regarding the Barco Technology (the “Feedback”). You acknowledge that we
may use any Feedback, including any ideas contained in Feedback, for any purpose,
commercial or otherwise, without acknowledgment or compensation to You, including to
develop, copy, publish, modify, or improve the Barco Technology in our sole discretion.
6.5 User Data. Barco will access, process, and use User Data in connection with Your use of the
Barco Technology. You will remain the owner of such User Data and remain solely responsible
such the User Data.
You grant Barco and its Affiliates a non-exclusive, worldwide, royalty-free license to use, copy,
transmit, sub-license, index, store, and display User Data: (i) to the extent necessary to
perform its obligations (including, but not limited to, developing, modifying, improving,
supporting, customizing, and operating the Barco Technology) or enforce its rights under this
Agreement; or (ii) where required or authorized by law.
6.6 Functional Information. Via the Barco Technology, Barco may gather technical information
about (i) the functioning and the functionality of the products which are connected, and/or (ii)
as provided by You or generated by Your use of the Barco Technology (“Functional
Information”). Barco and its service providers may process and use such Functional
Information for analytics purposes, for developing and improving products and services,
offering products and services to your organization, all based on the legitimate interest of
Barco of evaluating the market, assessing, and improving its products and conducting research
and development. All knowhow, inventions and works derived by Barco from the Functional
Information will be exclusively owned by Barco.
7. Support
7.1 Principle. Except as included in Product Specific Terms and/or to the extent you have entered
into a separate maintenance and support agreement and paid applicable maintenance and
support fees, Barco is under no obligation to provide support and maintenance in respect of
the Barco Technology. Any unauthorized use of the Barco Technology, as specified in this EULA
and any maintenance and support agreement, may release Barco from providing such support
and maintenance.
7.2 Support policy. Maintenance releases, updates or upgrades can be obtained under the terms
of a separate maintenance and support agreement which is being offered to you. Such
agreements, together with the support included in Product Specific Terms, state Barco’s sole
liability and your sole remedy in respect of the support and maintenance of the Software. You
agree to install any maintenance releases provided to you to address bugs or security issues
in the Software. Barco will keep you informed as of when earlier versions of the Software are
no longer serviced.
7.3 Remote connectivity. Barco may require, as a material condition to provide maintenance or
support, that the Software remains remotely connected with Barco over a network.
8. Warranty
8.1 EXCEPT FOR THE LIMITED WARRANTY THAT MAY APPLY AS PER THE PRODUCT SPECIFIC
TERMS, YOU UNDERSTAND THAT THE BARCO TECHNOLOGY 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 NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND DOES NOT WARRANT THAT THE
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BARCO TECHNOLOGY 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.
9. Compliance and Enforcement
9.1 Enforcement. You acknowledge and allow Barco’s usage of a DRM Tool to control and monitor
usage and access and manage the Usage Rights granted You. Should Barco discover or suspect
a breach of any of the terms of the EULA, it shall have the option, with or without notice, (i)
to cause you to procure such additional licenses required as per the actual usage; (ii) to reduce
the Barco Technology’s functionality until such breach is remedied; or (iii) to terminate the
EULA as set out herein, without prejudice to any other remedies available at law, under
contract or in equity. Barco explicitly disclaims any liability for losses, damages or costs
resulting from or linked its actions as described above.
9.2 Reporting and Audit. In addition to good practice record-keeping obligations, you agree to
report the use of the Barco Technology and relating billing metrics in the DRM or otherwise as
agreed. You grant to Barco and its designated auditors the right to verify your deployment and
use of the Barco Technology and your compliance with this EULA. In the event such audit
reveals non-compliance with Your payment obligations hereunder, such as but not limited to
Overage, You shall promptly pay to Barco the appropriate license fees plus the reasonable cost
of conducting the audit.
9.3 Indemnification. You hereby agree to indemnify, defend and hold harmless Barco and Barco’s
Affiliates 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 Your execution of this EULA.
9.4 Barco Indemnification. Barco will defend any third party claim against You in relation to Your
rightful usage of Your Usage Rights, for third party infringement of patent, copyright, or
registered trademark (“IP Claim”). Barco will indemnify you against the final judgement
entered by a court of competent jurisdiction or any final settlements arising out of an IP Claim;
provided that You (i) promptly notify Barco in writing of the IP Claim upon becoming aware of
such Claim, (ii) fully cooperation with Barco in the defence of the IP Claim, (iii) grant Barco
the right to exclusively control the defence and settlement of the IP Claim, and any subsequent
appeal.
10. Limitation of Liability
10.1 To the maximum extent permitted by law, Barco shall have no liability for any damages, losses
or claims You, or any third party may suffer as a result of Your use of the Barco Technology.
In jurisdictions where Barco’s liability cannot be excluded, Barco’s liability for direct damages
shall be limited to the license fees actually paid for the Barco Technology during the twelve
months preceding the claim (or an amount of 250,00 EUR if no fee would be paid) in the
aggregate.
10.2 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 EULA or the performance or purported performance
of or failure in the performance of Barco’s obligations under this EULA 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 Barco Technology and
any and all other commercial damages or losses which may arise in respect of use of the Barco
Technology, even if Barco has been advised of the possibility of their occurrence.
11. Confidentiality
11.1 Confidential Information. You will be receiving information which is proprietary and confidential
to Barco during the procurement and Term of this EULA. “Confidential Information” shall
include (i) the underlying logic, source code and concepts of the Barco Technology or other
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trade secrets (the access to which is strictly limited as expressly set out herein), (ii) any
information designated as confidential by Barco or which has the necessary quality of
confidence about it and (iii) any license key provided by Barco to you hereunder.
11.2 Trade Secrets. You acknowledge that the Barco Technology embodies valuable trade secrets
of Barco and its third-party licensors and agree not to disclose, provide, or otherwise make
available such trade secrets contained within the Software and Documentation in any form to
any third party without the prior written consent of Barco. You shall implement all reasonable
security measures to protect such trade secrets.
11.3 Non-Disclosure. You agree not to divulge any Confidential Information to any person without
Barco's prior written consent, provided that this article 11 shall not extend to information which
was rightfully in your possession prior to the commencement of this EULA, which is already
public knowledge or becomes so at a future date (otherwise than as a result of a breach of this
article 11), to the extent it is required to be disclosed by law or which is trivial or obvious. You
agree not to use any Confidential Information except for the Permitted Use. The foregoing
obligations as to confidentiality shall survive the Term of this EULA.
12. Term and Termination
12.1 Term. The duration of this EULA will be from the date of Your acceptance (as set forth above)
of the Barco Technology (whereby you acknowledge that use of the Barco Technology implies
acceptance), until You de-activate the Barco Technology (by uninstalling, discontinuing usage
of the firmware, or otherwise) or, automatically, upon the expiration of the limited time period
set out in the Product Specific Terms, whichever comes first.
Usage Rights in Barco Technology acquired on a subscription basis will automatically renew for
the renewal period indicated on the order You or Your Barco Partner placed with
Barco (“Renewal Term”) unless: (a) You notify us or Your Barco Partner in writing at least 45
days before the end of Your then-current Usage Term of Your intention not to renew; or (b)
You or Your Barco Partner elect not to auto-renew at the time of the initial order placed with
Barco. Upon renewal, licenses fees may be subject to change. The new fees will apply for the
upcoming Renewal Term unless You or the Barco Partner promptly notify Barco in writing,
before the renewal date, that You do not accept the fee changes. In that case, Your subscription
will terminate at the end of the current Usage Term.
12.2 Termination. Upon termination or expiration of this EULA at any time, You agree to destroy all
copies of the Barco Technology then in Your possession and to destroy all Documentation and
associated materials, or to return the same to Barco or to the Barco Partner that sold or
provided these to you. Barco may terminate this EULA, immediately or in accordance with
article 9 hereof, by informing You at any time if any user is in breach of any of the EULA's
terms.
12.3 Consequences of Termination. All rights associated with the use of the Barco Technology and
the acquisition of updates and upgrades immediately cease once the EULA is terminated or
expires. Termination or expiry of Your license will not entitle You to any retroactive refund of
current or past payments.
13. Other relevant terms
13.1 Personal Data. The data of individuals permitted to use the relevant Connected Service is
treated in accordance with the specific product related section in Barco’s Product Privacy
Statement available at Barco’s website. Personal data included in a Barco Connected Service
shall be processed in accordance with the Data Processing Agreement integrated in this EULA.
Whether or not Barco assumes the role of processor of personal data, You remain solely
responsible for complying with all applicable data protection laws and for implementing and
maintaining privacy protection and security measures (especially for components that You
provide or control). Barco disclaims any liability for any data not provided by Barco, or any use
of the Barco Technology outside the Permitted Use as per this EULA.
14. Final Clauses
14.1 Entire Agreement. This EULA, together with the documents referenced herein, is the only
understanding and agreement between You and Barco for Your use of the Barco Technology.
This EULA supersedes all other communications, understandings, or agreements we had prior
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to this EULA (except for any continuing confidentiality agreement). You acknowledge that the
copy of this EULA, digitally signed upon first use, shall have the same legal value as a hard
copy signed by the parties.
14.2 Notices. Notices are delivered through the DRM and alternatively or additionally to the parties’
last known address.
14.3 Severability. This EULA shall not be altered, amended, or varied, except by written agreement
signed by its parties. If any provision of this EULA is determined to be illegal, void or
unenforceable, or if any court of competent jurisdiction in any final decision so determines,
this EULA shall continue in full force save that such provision shall be deemed to be deleted
with effect from the date of such decision, or such earlier date, and shall be replaced by a
provision which is acceptable by law and which embodies the intention of this EULA a close as
possible.
14.4 Export. You acknowledge and agree to comply with all applicable international and national
laws that apply to the Barco Technology, including the U.S. Export Administration Regulations,
as well as end-user, end-use, and destination restrictions issued by the U.S. or other
governments.
14.5 Survival. The provisions of articles 4, 5, 6, 7, 8, 9, 10, 11, 13 and 14 will survive the
termination of this EULA, howsoever caused, but this will not imply or create any continued
right to use the Software after termination of this EULA.
14.6 Assignment. You are not allowed to assign, transfer or sublicense this Agreement in part or in
full to any third party without Barco’s consent. Barco can assign all or any of Barco's
obligations hereunder to a third party and/or any of Barco's Affiliates.
14.7 Law and Jurisdiction. The construction, validity and performance of this EULA shall be governed
in all respects by the laws of Belgium, without recourse to its conflict of law principles. All
disputes arising in any way out of or affecting this EULA shall be subject to the exclusive
jurisdiction of the courts of Gent, division Kortrijk (Belgium), without prejudice to enforcement
of any judgment or order thereof in any other jurisdiction. The United Nations Convention on
Contracts for the International Sale of Goods (the "Convention") shall not apply to this EULA,
however, if the Convention is deemed by a court of competent jurisdiction to apply to this
EULA, Barco shall not be liable for any claimed non-conformance of the Barco Software under
Article 35(2) of the Convention.
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Product Specific Terms
THE PRODUCT SPECIFIC TERMS CONTAIN ADDITIONAL TERMS AND CONDITIONS FOR THE
SOFTWARE AND CLOUD SERVICES PROVIDED BY BARCO AND LICENSED UNDER THE END
USER LICENSE AGREEMENT (“EULA”) BETWEEN YOU AND BARCO (COLLECTIVELY, THE
“EULA”).
ONLY THOSE TERMS RELATED TO THE SPECIFIC SOFTWARE OR CLOUD SERVICES YOU
OPERATE APPLY TO YOU. EXCEPT AS OTHERWISE SET FORTH IN THIS ANNEX, CAPITALIZED
TERMS WILL HAVE THE MEANINGS AS IN THE EULA. TO THE EXTENT THAT THERE IS A
CONFLICT BETWEEN THE EULA AND THE PRODUCT SPECIFIC TERMS, THE PRODUCT
SPECIFIC TERMS WILL TAKE PRECEDENCE.
BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE OR CONNECTED SERVICE YOU
AGREE TO COMPLY WITH THE PRODUCT SPECIFIC TERMS.
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Data Processing Annex
For Connected Services
This Data Processing Agreement (“DPA”) applies in respect of the Connected Service (if any) You
operate under this EULA.
WHEREAS subject to the terms and conditions of this EULA and any Product Specific Terms, users
are entitled to use identified products and/or services provided by or connected with Barco over the
cloud (the ”Connected Services”) pursuant to the license entitlement granted by Barco to the entity
(“End User”) permitting You to access the Connected Services;
WHEREAS in rendering the Connected Services, Barco (acting as Data Processor) may from time to
time be provided with, or have access to information of individuals who are permitted to use the
Connected Services and this information may qualify as personal data within the meaning of the
GDPR;
WHEREAS End User (acting as Data Controller) engages Barco as a commissioned processor acting
on behalf of End User as stipulated in art. 28 GDPR;
WHEREAS European data protection laws require data controllers in EU/EEA countries to provide
adequate protection for transfers of personal data to non-EU/EEA countries and such protection can
be achieved by requiring processors to enter into the Standard Contractual Clauses for the Transfer
of Personal Data to Processors Established in Third Countries (“EC Standard Contractual Clauses”)
pursuant to Commission Decision 2010/87/EU of 5 February 2010 as set out in appendix III;
WHEREAS this DPA contains the terms and conditions applicable to the processing of such personal
data by Data Processor as a commissioned data processor of Data Controller with the aim to ensure
that the Parties comply with the Applicable Data Protection Laws.
1. Definitions
For the purpose of this DPA, the terminology and definitions as used in the GDPR shall apply. In
addition to that,
“Affiliate” means any of Affiliate(s) of End User which (a) is subject to the data protection laws and
regulations of the EEA , and (b) is permitted to use the Connected Services.
“Applicable Data Processor law” means the Data Protection Laws that are applicable to Barco as
the Data Processor.
“Applicable Data Protection Law” means the Data Protection Laws applicable to the Data
Controller.
“Barco” means Barco NV, with registered office at President Kennedypark 35, 8500 Kortrijk Belgium
and its subsidiaries.
“Data Controller” is a reference to End User.
“Data Importer” means the Data Processor or Sub-Processor that is located in a Third Country.
“Data Exporter” means the Data Controller if (a) (i) the Data Controller is located in the EEA or (ii)
is located outside of the EEA and is subject to GDPR, and (b) Data Controller transfers personal data
to a Data Importer.
“Data Processor” is a reference to Barco.
“Data Protection Law” means the GDPR and the laws and regulations containing rules for the
protection of Data Subjects with regard to the Processing, including without limitation security
requirements for and the free movement of Personal Data, implementing or completing the GDPR.
“EC Standard Contractual Clauses” means the European Union standard contractual clauses for
international transfers from the European Economic Area to third countries, for the time being the
clauses attached hereto as Appendix III by reference pursuant to the European Commission’s
decision (EU) 2021/914 of 4 June 2021 or any subsequent version issued pursuant to article 46(2)
GDRP.
“EEA” means all member states of the European Union (excluding the United Kingdom), Norway,
Iceland, Liechtenstein and, for the purposes of this DPA, Switzerland.
“Employee” means any employee, agent, contractor, work-for-hire or any other person working
under the direct authority of Barco. However, “Employees” do not include “Sub-Processors”.
“End User” is the person or entity on whose behalf this Exhibit DPA is accepted.
“End User Data” means Personal Data for which End User is the Data Controller under Applicable
Data Protection law, which are being shared with Barco in the provision of the Connected Services.
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“GDPR” means regulation 2016/679 of the European Parliament and the Council of 27 April 2016
on the protection of natural persons with regard to the processing of personal data and on the free
movement of such data.
“Non-Adequate Country” means a country that is deemed not to provide an adequate level of
protection of Personal Data within the meaning of the articles 44-45 GDPR.
“Sub-Processor” means any Processor engaged by Barco that Processes End User Data.
“Third Country” means those countries that are not member states of the EU or the EEA (as defined
herein).
“Third Party” means any party other than Barco, Sub-Processor or End User.
2. Instructions
2.1 To the extent Barco Processes End User Data required for the provision of the Connected Services
it shall act as a Data Processor on behalf of End User, being the Data Controller.
2.2 End User is obliged to ensure that any instruction given to Barco is in compliance with Applicable
Data Protection Law.
2.3 In the provision of the Connected Services, Barco shall Process the End User Data only on
documented instructions from Data Controller unless Barco is required to Process End User Data by
Union or by a Member State law to which Barco is subject; in such case, Barco shall inform the End
User of that legal requirement before Processing, unless that law prohibits such information -.
2.4 The Agreement and this DPA are Data Controller's complete and final instructions to Barco with
regard to the Processing.
2.5 Appendix I to this DPA sets out certain information regarding the Processing of the End User Data
as required by article 28 of the GDPR (and possibly, equivalent requirements of other Data Protection
Laws).
2.6 If Barco believes that an instruction of Data Controller infringes the Applicable Data Processor
Law, Barco shall promptly inform Data Controller.
2.7 Any further instructions that go beyond the instructions contained in this DPA or the Agreement
must be within the subject matter of this DPA and the Agreement. If the implementation of such
further instructions results in costs for Barco, Barco shall inform Data Controller about an estimation
and reasoning of such costs before implementing the instruction. Data Controller shall give further
instructions generally in writing, unless the urgency or other specific circumstances require another
form. Instructions in another form shall be promptly confirmed in writing by Data Controller.
3. Applicable law
3.1 When performing this DPA, Data Controller shall comply with the Applicable Data Protection Law
and Barco shall comply with the Applicable Data Processor Law.
3.2 Each party shall deal with reasonable requests for assistance of the other party (including of End
User) to ensure that the Processing complies with Applicable Data Protection Law.
4. Obligations of Data Controller
4.1 Data Controller warrants that Data Controller Personal Data is lawfully obtained from Data
Subject and is lawfully provided to Barco under the Applicable Data Protection Law.
4.2. Data Controller further warrants that
i) it provides Barco with Personal Data that is up-to-date and relevant for the Processing
activities;
ii) it has provided Data Subject all necessary and relevant information with regard to the
Processing of the Personal Data as required under the Applicable Data Protection Law; and
iii) the End User Data does not infringe any third-party rights.
4.3. Data Controller agrees that it remains the contact point for Data Subject and that it will inform
Data Subject about this. Should a Data Subject contact Barco with regard to correction or deletion
of its Personal Data, Barco will use commercially reasonable efforts to forward such requests to End
User.
5. Obligations of Barco
5.1 Security. Barco shall implement appropriate technical, physical and organisational security
measures as specified in Appendix II taking into account the state of the art, the costs of
implementation and the nature, scope, context and purposes of Processing as well as the risk of
varying likelihood and severity for the rights and freedoms of natural persons to ensure a level of
security appropriate to the risk and to protect End User Data against accidental or unlawful
destruction or accidental loss, alteration, unauthorised disclosure or access, and against all other
forms of unlawful Processing including, but not limited to, unnecessary collection or further
Processing.
5.2 Non-disclosure and confidentiality. Barco shall keep End User Data confidential and shall not
disclose End User Data in any way to any Employee or Third Party without the prior approval of Data
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Controller, except where, (i) subject to this Section, the Disclosure is required for the performance
of the Processing, or (ii) subject to Section 8.1 ii), where End User Data need to be disclosed to a
competent public authority to comply with a legal obligation or as required for audit purposes. Barco
shall provide the Employees access to End User Data only to the extent necessary to perform the
Processing. Barco shall ensure that any Employee it authorizes to have access to End User Data
Processed on behalf of End User has committed himself to confidentiality or is under an appropriate
obligation of confidentiality.
6. Sub-Processors
6.1 Data Controller agrees that Barco may use Sub-Processors to fulfill its contractual obligations
under this DPA or to provide certain services on its behalf, such as providing support services or
hosting services. The Sub-Processors that are currently engaged by Barco to carry out Processing
activities on End User Data on behalf of End User are mentioned in Barco’s product privacy statement
on https://www.barco.com/nl/about-barco/legal/privacy-policy/product-privacy-statement.
6.2 Barco shall inform the Data Controller of any intended changes concerning the addition or
replacement of Sub-Processors via Barco’s usual email notification process. Data Controller shall not
unreasonably object to such changes.
6.3 Where Barco subcontracts (part of) the Processing of End User Data on behalf of End User, it
shall do so only by way of a written agreement with the Sub-Processor which imposes the same or
essentially the same data protection obligations on the Sub-Processor as are imposed onto Barco
under this DPA. Barco remains liable for the Sub-Processor’s breach of its data protection obligations
under such written agreement.
7. Audit and compliance
7.1 Barco shall, upon reasonable notice (no less than two (2) months) and not more than once every
two years (unless there is a Personal Data Breach), allow its procedure and documentation to be
inspected or audited by Data Controller (or the auditor of its choice, excluding any Barco competitor)
during business hours in order to ascertain compliance with the obligations set forth in this DPA, in
which case Barco shall make the processing systems, facilities and supporting documentation
relevant to the Processing of End User Data available for an audit by End User. For the avoidance of
doubt, the scope of such audit shall be limited to documents and records allowing the verification of
Barco’s compliance with the obligations set forth in this DPA and shall not include financial documents
or records of Barco or any documents or records concerning other customers of Barco.
8. Notifications of Disclosures and Personal Data Breaches
8.1 Barco shall use reasonable efforts to inform Data Controller as soon as reasonably possible if:
i) it receives an inquiry, a subpoena or a request for inspection or audit from a competent
public authority relating to the Processing, except where Barco is otherwise prohibited by law
from making such disclosure;
ii) it intends to disclose Personal Data to any competent public authority; or
iii) it becomes aware of a Personal Data Breach.
8.2 In the event of a Personal Data Breach, Barco shall take reasonable remedial measures to
preserve the confidentiality of the End User Data. Furthermore, Barco shall provide Data Controller
the information reasonably requested by End User regarding the Personal Data Breach. This
information will at least contain the following elements:
i) a description of the nature of the Personal Data Breach, including the number and categories
of Data Subject and personal data records affected;
ii) a description of the likely consequences of the Personal Data Breach; and
iii) a description how Barco proposes to address the Personal Data Breach, including any
mitigation efforts.
8.3 Data Controller agrees that an Unsuccessful Security Incident will not be subject to this Section 8.
An “Unsuccessful Security Incident” is one that results in unauthorised access to End User Data or
to any of Barco’s or Sub-Processor’s equipment or facilities storing End User Data, and may include,
without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans,
unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorised access
to traffic data where it can be reasonably concluded that such access did not result in access beyond
headers) or similar incidents where it can be reasonably concluded that such access did not result in
an actual destruction, loss, alteration or unauthorised disclosure of Personal Data.
8.4. Barco’s obligation to report or respond to a Personal Data Breach under this Section 8 is not and
will not be construed as an acknowledgement by Barco and any of Barco’s subprocessors of any fault
or liability of Barco with respect to the alleged Personal Data Breach.
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9. Cooperation and assistance duty
9.1 Barco will reasonably assist Data Controller in the fulfilment of its obligation to respond to
requests from Data Subjects, provided that (i) Data Controller has instructed Barco to do so by way
of a written instruction and (ii) Data Controller reimburses Barco for the costs arising from this
assistance.
9.2 Barco shall promptly inform Data Controller of any complaints, requests or enquiries received
from a Data Subject, including but not limited to requests to rectify or erase End User Data or to
object to the Processing of End User Data. Barco shall not respond directly to any complaints,
requests or enquiries received from Data Subject without Data Controller’s prior written instruction,
except where required by law.
9.4 Upon written request of Data Controller, and subject to the provisions of clause 7.1., Barco shall
make available to Data Controller all information necessary to demonstrate compliance with the
Applicable Data Protection Law.
9.5 Upon written request of Data Controller, Barco shall, taking into account the nature of the
Processing and the information at its disposal, assist Data Controller in ensuring compliance with the
obligations regarding security of the Processing, notification of Personal Data Breaches and
mandatory data protection impact assessments (articles 32-36 GDPR).
9.6 Barco shall cooperate with the supervisory authorities in the performance of their duties.
10. Return and destruction of Personal Data
Upon termination of the provision of the Connected Services, Barco shall – at a reasonable fee - , at
the option of Data Controller expressed in writing, return and/or delete the End User Data and copies
thereof to Data Controller, except to the extent applicable law provides otherwise. In that case, Barco
shall no longer Process the End User Data, except to the extent required by applicable law.
11. Affiliates
11.1 The parties acknowledge and agree that, by using the Connected Services, the End User enters
into the DPA for its own account and, as applicable, in the name and on behalf of its or their Affiliates.
End User and each Affiliate agree to be bound by the obligations under this DPA. All access to and
use of the Connected Services by Affiliates must comply with the terms and conditions of the DPA
and any violation of the terms and conditions of this DPA by an Affiliate shall be deemed a violation
by End User.
11.2 End User shall remain responsible for coordinating all communication with Barco under this DPA
and be entitled to make and receive any communication in relation to this DPA on behalf of End User
and any relevant Affiliates.
12. Liability
12.1 Barco indemnifies Data Controller for all claims, losses or damages incurred by Data Controller
and arising directly out of a breach by Barco of this DPA and/or the Applicable Data Processing Law
provisions directed to Barco, unless Barco proves that it is not responsible for the event giving rise
to the liability.
12.2 Data Controller indemnifies Barco and holds Barco harmless against all claims, losses or
damages incurred by Barco and arising directly out of a breach of this DPA and/or the Applicable
Data Protection Law by End User.
12.3 Each party’s liability will be limited to foreseeable, direct and personal damage suffered,
excluding indirect, incidental, special or consequential damage and regulatory fines, even if advised
of the possibility thereof. Indirect Damage shall mean damage or loss that do not directly and
immediately result from an event giving rise to the liability, including but not limited to loss of
earnings, business interruption, increase of personnel cost, failure to realize anticipated savings or
benefits.
12.4 In any event and to the extent permitted by law, Barco’s aggregated maximum liability under
this DPA will be limited to the amounts received for the provision of the Connected Services in the
twelve months preceding the incident giving rise to liability.
13. Data transfer
13.1 Barco shall not transfer End User Data to any Non-Adequate Country outside the EEA or make
any End User Data accessible from any such Non-Adequate Country without adequate protection.
13.2 Any transfer of Personal Data to a Non-Adequate Country shall be governed by the terms of the
EC Standard Contractual Clauses (Appendix III) or other model clauses that have been approved by
the EU commission or another competent public authority in accordance with the Applicable Data
Processing Law. Barco shall conclude these clauses on behalf of Data Controller. The Appendices of
these clauses will contain the same or essentially the same information as this DPA. Barco and Data
Controller shall work together to apply for and obtain any permit, authorization or consent that may
be required under Applicable Data Processing Law in respect of the implementation of this Section.
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14. Termination of the DPA
This DPA shall continue in force until the termination or expiration of the Agreement (the
“Termination Date”).
15. Entire Agreement
This Exhibit DPA is an integrating part of the Agreement. If there is a conflict between the Agreement
and this DPA, the terms of this DPA will control.
16. Annexes
The following Annexes are attached hereto and made a part hereof:
Appendix I: Details of processing
Appendix II: Technical and organizational measures
Appendix III: EC Standard Contractual Clauses
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Appendix I
Details of Processing
This Appendix 1 includes certain details of the Processing of End User Data as required by Article
28(3) GDPR. More specific details per Barco product are included in the product specific sections of
Barco’s product privacy statement.
Subject matter and duration of the Processing of End User Data
The subject matter of the Processing of the End User Data is set out in Barco’s product privacy
statement on www.barco.com and this DPA.
End User Data will be Processed for the duration of the provision of Connected Services for the benefit
of the End User.
End User Data can be Processed outside the EEA by Barco Affiliates and/or Sub-Processors as
indicated in Barco’s Product Privacy Statement.
The nature and purpose of the Processing of End User Data
Barco is managing the hosting environment on behalf of the Data Controller to enable the provision
of the Connected Services
The types of End User Data to be Processed is set out in Barco’s product privacy statement
(product-privacy-statement)
The categories of Data Subjects to whom the End User Data relates
• End User’s employees (including End User’s agents, advisors, freelancers and consultants)
and End User’s representatives (who are natural persons)
• Customers of the End User, its employees and representatives
• Customers of the End User’s customers, its employees and representatives
• Users of the Barco Product authorized by the End User to use the products
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Appendix II
Technical and organisational measures
1. The pseudonymisation and encryption of personal data; (art. 32, par. 1, lit. a,
GDPR)
a. based on a risk assessment (and if required an additional DPIA) Barco will ensure a
level of security appropriate to the risk, including inter alia as appropriate:
i. Pseudonymization
ii. Encryption, conform Cryptographic Controls policy
2. Ensure the ongoing confidentiality, integrity, availability and resilience of
processing systems and services; (art. 32, par. 1, lit. b, GDPR)
a. Barco is verified under ISO/IEC 27001:2013 covering the business processes,
infrastructure and tools related to software development, sales, deployment, and
support of our ClickShare wireless collaboration product line in our Kortrijk, Noida
and Taipei locations. https://www.barco.com/en/about-barco/legal/certificates
b. Security and privacy by design
c. Compliance with the security policies in place at Barco, covering
i. Information Security Top Policy
ii. Code of Digital Conduct
iii. Acceptable Use
iv. Logical Access Control
v. Third Party Security
vi. Backup and Recovery
vii. Password
viii. Info Sec Incident Management
ix. Anti Malware
x. Network Protection
xi. Cryptographic Controls
xii. IT Operations
xiii. Cloud Security
xiv. Secure SDLC
xv. Disposal and Destruction
xvi. Physical Environmental Security
xvii. Secure Remote Support Policy
3. The ability to restore the availability and access to personal data in a timely
manner in the event of a physical or technical incident; (art. 32, par. 1, lit. c,
GDPR)
Compliance with the security policies in place at Barco, covering
i. Backup and Recovery
ii. IT Operations
4. Process for regular testing, assessing and evaluating the effectiveness of
technical and organizational measures for ensuring the security of the data
processing (art. 32, par. 1, lit. d, GDPR)
a. Product Security Incident Response teams (psirt): https://www.barco.com/psirt
b. Barco Security Organization operates in three lines of defense, covering operations,
governance and internal audit.
c. Regular evaluations by independent third parties (e.g. penetration testing, audit,
…)
d. Integration of automated security scanning tools during the development process
(Secure SDLC) and operations
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Appendix III
EC Standard Contractual Clauses
The 2021 Standard Contractual Clauses1 are incorporated into the DPA by reference, and will apply
in the following manner:
Module Two (Controller to Processor) will apply where End User is a controller of Personal Data and
Barco is a processor of Personal Data.
For this Module:
i) Clause 7 will not apply;
ii) in Clause 9(a), Option 2 will apply, and the time period for prior notice of Sub-Processor
changes will be as set forth in Section 6 of the DPA;
iii) in Clause 11(a), the optional language will not apply;
iv) in Clause 17, Option 1 will apply, and the Standard Contractual Clauses will be governed by
the laws of Belgium;
v) in Clause 18(b), disputes will be resolved by the courts of Belgium;
vi) Annex I.A (List of parties)
The End User (as defined under Section 1 of the DPA) acts as data exporter and Barco (as
defined under Section 1 of the DPA), on behalf of Barco’s (Sub-)Processors located in a Third
Country, acts as data importer for the construction of these 2021 Standard Contractual
Clauses. Further contact details are part of the DPA and Appendix I.
vii) Annex I.B (Description of Transfer)
The Parties agree that Appendix I to the DPA (as well as Section of DPA in respect of transfers
to (sub-processors) describe the transfer as required under the 2021 Standard Contractual
Clauses.
viii)Annex I.C (Competent Supervisory Authority)
The competent supervisory authority is the supervisory authority that has primary
jurisdiction over the data exporter.
ix) Annex II (Technical and Organizational Measures – Security of the Data)
Described in Appendix II to the DPA
x) Annex III (List of Sub-processors)
The Data Controller has authorised the use of the sub-processors mentioned in Barco’s
product privacy statement (product-privacy-statement)
YOU HEREBY ACKNOWLEDGE TO HAVE READ, UNDERSTOOD AND ACCEPTED TO
BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS END USER LICENCE
AGREEMENT AS INDICATED ABOVE
1 Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal
data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, or any subsequent version
issued pursuant to article 46(2) GDRP

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