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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 shall comply with the export laws and regulations of Canada
and the United States that are applicable to the Epiphan Hardware Products, Software, Documentation and
related information and You shall also comply with any local laws and/or regulations in Your jurisdiction that
may impact Your right to export, import, or use the Epiphan Hardware Products, Software, Documentation or
related information, and You represent and warrant that You have complied with any such applicable laws
and/or regulations. The Epiphan Hardware Products, Software, Documentation and related information shall
not be used for any purposes prohibited by export laws and/or regulations, including, without limitation,
nuclear, chemical, or biological weapons proliferation. You shall be responsible for procuring all required
