Epiphan Pearl Mini Live Video Production System with 512GB SSD (NA/JP) - Manual (Page 455)

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any outstanding amounts owing to Licensor or any reseller or distributor. Upon any termination of this Agreement, Your
license to the Software and Documentation will terminate and You shall destroy all copies of the Software and Documentation
under Your control and certify such destruction to Licensor.
8. Support and Updates: This Agreement does not grant You the right to any updates or enhancements of the Software or
the right to receive any technical support for the Software. Such updates and other technical support services, if available,
may be purchased separately from Licensor or one of Licensor’s resellers or distributors. Use of any updates or
enhancements to the Software provided pursuant to any technical support You may procure from Licensor or one of
Licensor’s resellers or distributors shall be governed by the terms and conditions of this Agreement. Licensor reserves the
right at any time not to release or to discontinue the release of any Software and to alter prices, features, specifications,
capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
9. Title: All right, title, and interest (including all intellectual property rights) in, to, and under the Software (including all copies
thereof) shall remain with Licensor and its licensors.
10. Indemnities: You shall indemnify, defend and hold Licensor, its affiliates, its and their licensors, suppliers,
subcontractors, resellers and/or distributors and all of the directors, officers, employees of all of the foregoing (collectively the
“Indemnified Parties”) harmless from and against any damages, losses, liabilities, expenses, costs, claims, demands,
actions, suits and/or proceedings incurred by the Indemnified Parties as a result of (i) Your use of the Epiphan Hardware
Products, Software and/or Documentation, (ii) any use of the Epiphan Hardware Products, Software and/or Documentation
on Your behalf, (iii) the use of the Epiphan Hardware Products, Software and/or Documentation by anyone to whom You give
the Epiphan Hardware Products, Software and/or Documentation, and/or (iv) the use of the Epiphan Hardware Products,
Software and/or Documentation on behalf of anyone to whom You give the Epiphan Hardware Products, Software and/or
Documentation, including, without limitation, in all of the foregoing cases, any damages, losses, liabilities, expenses, costs,
claims, demands, actions, suits and/or proceedings arising from or relating to any information and/or data that may be
processed by or made available using any Epiphan Hardware Product and/or Software or arising from or relating to any Third-
Party Service that may be accessible using any Epiphan Hardware Product and/or Software (collectively, each matter falling
within any of the foregoing, a “Claim”), including, without limitation, indemnifying, defending and holding the Indemnified
Parties harmless from and against any settlements agreed by You in connection with any Claims and/or any damages, costs
or other amounts (including reasonable attorneys' fees) awarded to a third party against any of the Indemnified Parties by a
court or tribunal of competent jurisdiction in respect to any Claim. If You do not timely defend against or resist a Claim after
notice from Licensor, Licensor shall be entitled to investigate, defend, compromise, settle, or otherwise dispose of the Claim,
and incur costs in connection therewith, at Your expense, in such manner as Licensor deems in its best interests until a
reasonable time after You comply with its obligations under this Section 10. You shall not enter into a settlement of any Claim
without the Licensor’s written consent unless such settlement is solely for monetary payment by You and contains an
express, complete, unconditional release of all of the Indemnified Parties and which does not impose any obligations or
restrictions on any of the Indemnified Parties.
11. High-Risk Activities: The Software and Epiphan Hardware Products are not fault-tolerant and are not designed,
manufactured or intended for use in or in conjunction with on-line control equipment in hazardous environments requiring fail-
safe performance, such as in the operation of nuclear facilities, aircraft navigation systems, air traffic control, or direct life
support machines. Licensor, its licensors, suppliers, subcontractors, resellers and distributors specifically disclaim any
express or implied representations, warranties and/or conditions for such uses.
12. U.S. Government End-Users: The Software and Documentation are each a "commercial item" as that term is defined at
FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such
terms are defined in FAR 12.212, and are provided to the U.S. Government only as commercial end items. Government end
users acquire the rights set out in this Agreement for the Software, Epiphan Hardware Products and Documentation
consistent with: (i) for acquisition by or on behalf of civilian agencies, the terms set forth in FAR12.212; or (ii) for acquisition by
or on behalf of units of the Department of Defense, the terms set forth in DFARS 227.7202. Use of the Epiphan Hardware
Products, Software and Documentation is further restricted by the terms and conditions of this Agreement and the applicable
commercial purchase agreement for the Epiphan Hardware Products. For the purposes of any applicable government use,
the Epiphan Hardware Products, Software and Documentation were developed exclusively at private expense, and are trade
secrets of Epiphan Systems Inc. for the purpose of any Freedom of Information legislation or any other disclosure statute,
regulation or provision.
13. Export Restrictions: The Epiphan Hardware Products, Software, Documentation and related information are subject to
export and import restrictions. By downloading, installing, or using the Software, Epiphan Hardware Products, Documentation
and/or related information, You are representing and warranting that You are not located in, are not under the control of, and
are not a national or resident of any country to which the export of the Epiphan Hardware Products, Software, Documentation
and/or related information would be prohibited by the laws and/or regulations of Canada or the United States. You are also
representing and warranting that You are not an individual to whom the export of the Epiphan Hardware Products, Software,
Documentation or related information would be prohibited by the laws and/or regulations of Canada or the United States. You