Matrox MXO2 PCIe Host Adapter - Manual (Page 12)

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Matrox End-User VFW Software Codec License Agreement ("Agreement")
EXTENT PERMITTED BY LAW. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF
THE SOFTWARE IS ASSUMED BY END USER. SHOULD THE SOFTWARE PROVE DEFECTIVE, END
USER (AND NOT MATROX, ITS DISTRIBUTORS OR DEALERS) ASSUMES THE ENTIRE COST OF
ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
MATROX DOES NOT WARRANT THAT THE SOFTWARE WILL MEET END USER'S REQUIREMENTS
OR THAT IT'S OPERATION WILL BE ERROR-FREE.
MATROX HAS NO OBLIGATION TO INDEMNIFY, DEFEND OR HOLD END USER HARMLESS FROM
AND AGAINST ANY CLAIM THAT ANY THIRD PARTY SOFTWARE INFRINGES ANY THIRD PARTY
PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT. END USER
WILL PROMPTLY NOTIFY MATROX IN WRITING OF ANY SUCH CLAIM.
MATROX HAS NO OBLIGATION TO INDEMNIFY, DEFEND OR HOLD END USER HARMLESS FROM
AND AGAINST ANY CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY THAT READS
UPON OR IS INFRINGED BY A GENERALLY RECOGNIZED AUDIO, VIDEO, TECHNOLOGY OR
PATENT STANDARD OR RECOMMENDATIONS, INCLUDING WITHOUT LIMITATION AVC/H.264,
IEEE 1394, JPEG, JPEG2000, MPEG-1, MPEG-2 AND MPEG-4.
5. LIMITATION OF LIABILITY
A Each party as well as any of its officers, employees, suppliers, agents or subcontractors shall under no
circumstance whatsoever and whether a claim is based on breach of contract or warranty, infringement or any
other intellectual property claims, negligence, strict liability in tort or otherwise or arises under any other
doctrine in law or equity, be liable to or have to indemnify the other party for:
(i) Indirect, special, incidental, punitive and consequential damages, whether foreseeable or unforeseeable,
and even if advised of the possibility of such damages or losses;
(ii) Damages arising from loss of use, data, profits, production revenue, bargain, business, revenues,
anticipated savings, opportunities, investment or loss or production, wasted expenditures, costs of
substitute goods or services and generally any kind of economic, commercial and financial loss arising
directly or indirectly out of or in connection with this Agreement, including without limitation all such
damages and losses resulting from the use of the Software, any mistakes, errors, delays, defects,
failures, defaults, interruptions or generally any acts or omissions, whether or not the party has been
advised of the possibility of such damages or losses. The total and cumulative liability from one party to
the other party arising from or in connection with this Agreement (whether liabilities arise from breach
of contract or warranty, negligence, strict liability in tort or otherwise or under any other doctrine in law
or equity) shall under no circumstance exceed the aggregate of all fees and payments actually received
by Matrox from End User under this Agreement.
B Matrox will have no obligations under this section or otherwise with respect to any infringement claim in
whole or in part based upon any direct, contributory or other infringement related to the licensed Software,
or the use thereof, with respect to (including conformance to) any standards promulgated, revised or
maintained by a standards organization, standards bodies or similar private or public organization, including,
without limitation, the various standards promulgated by the MPEG Licensing Authority, LLC (or MPEG
LA). Matrox has no obligation to indemnify, defend or hold End User harmless from and against any claims
of infringement of intellectual property that reads upon or is infringed by a generally recognized audio,
video, technology or patent standard or recommendations, including without limitation AVC/H.264, IEEE
1394, JPEG, JPEG2000, MPEG-1, MPEG-2 and MPEG-4.
6. CONFIDENTIALTY
Except as licensed hereunder, End User shall treat the Software and all related information as confidential
information and refrain from making any such information or the Software itself available to any other person.
End User will take commercially reasonable precautions to safeguard the confidentiality of the Software,
including those taken by End User to protect its own trade secrets. The obligation of confidentiality shall not
apply or shall cease to apply to any information that (a) was known to End User independently of its receipt
hereunder; (b) is or becomes publicly available without breach of this Agreement; or (c) is disclosed by End User