© 2013 Harmonic Inc. All rights reserved.
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LIMITED WARRANTY IS IN LIEU OF, AND WE SPECIFICALLY DISCLAIM, ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SYSTEM WILL MEET YOUR REQUIREMENTS OR BE
UNINTERRUPTED OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR ELSEWHERE, WILL
CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. Some jurisdictions do not allow the exclusion of implied warranties or
limitations on how long an implied warranty may last, so such exclusions may not apply to you. In that event, such implied warranties or limitations are
limited to 60 days from the date you purchased the System or the shortest period permitted by applicable law, if longer. This warranty gives you
specific legal rights and you may have other rights which vary from state to state or country to country.
5. LIMITATION OF LIABILITY: WE AND OUR AFFILIATES, SUPPLIERS, LICENSORS, OR SALES CHANNELS ("REPRESENTATIVES") SHALL NOT BE
LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT
LIMITED TO LOST REVENUES, PROFITS OR SAVINGS, OR THE COST OF SUBSTITUTE GOODS, HOWEVER CAUSED, UNDER CONTRACT, TORT,
BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, WE AND OUR REPRESENTATIVES' TOTAL LIABILITY TO YOU ARISING FROM
OR RELATING TO THIS AGREEMENT OR THE SYSTEM SHALL BE LIMITED TO THE TOTAL PAYMENTS TO US UNDER THIS AGREEMENT FOR THE
SYSTEM. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO DEATH OR PERSONAL INJURY TO PERSONS OR TANGIBLE PROPERTY IN ANY
JURISDICTION WHERE APPLICABLE LAW PROHIBITS SUCH LIMITATION. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR DATA AND
FILES, AND HEREBY RELEASE US AND OUR REPRESENTATIVES FROM ANY LIABILITY OR DAMAGES DUE TO THE LOSS OF ANY SUCH DATA OR
FILES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH
EXCLUSIONS MAY NOT APPLY TO YOU.
6. CONFIDENTIALITY: Information in the System and the associated media, as well as the structure, organization and code of the Software, are
proprietary to us and contain valuable trade secrets developed or acquired at great expense to us or our suppliers. You shall not disclose to others or
utilize any such information except as expressly provided herein, except for information (i) lawfully received by the user from a third party which is not
subject to confidentiality obligations; (ii) generally available to the public without breach of this Agreement; (iii) lawfully known to the user prior to its
receipt of the System; or (iv) required by law to be disclosed.
7. SUPPORT: Updates, upgrades, fixes, maintenance or support for the System (an "Upgrade") after the limited warranty period may be available at
separate terms and fees from us. Any Upgrades shall be subject to this Agreement, except for additional or inconsistent terms we specify. Upgrades do
not extend the limited warranty period.
8. TERM; TERMINATION: The term of this Agreement shall continue unless terminated in accordance with this Section. We may terminate this
Agreement at any time upon default by you of the license provisions of this Agreement, or any other material default by you of this Agreement not
cured with thirty (30) days after written notice thereof. You may terminate this Agreement any time by terminating use of the System. Except for the first
sentence of Section 2 ("License") and for Section 4(a) ("Limited Warranty"), all provisions of this Agreement shall survive termination of this Agreement.
Upon any such termination, you shall certify in writing such termination and non-use to us.
9. EXPORT CONTROL: You agree that the Products and Software will not be shipped, transferred, or exported into any country or used in any manner
prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations (the "Export Laws"). You will indemnify,
defend and hold us harmless from any and all claims arising therefrom or relating thereto. In addition, if the Products or Software are identified as export
controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation
(including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export
Laws from receiving the Software. All rights to the Products and Software are granted on condition that such rights are forfeited if you fail to comply with
the terms of this Agreement.
10. U.S. GOVERNMENT RIGHTS: The Software and the documentation which accompanies the Software are "Commercial Items," as that term is
defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are
used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as
applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government as end
users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
Harmonic, 4300 North First Street, San Jose, CA 95134 U.S.A.
11. GENERAL: You shall not assign, delegate or sublicense your rights or obligations under this Agreement, by operation of law or otherwise, without
our prior written consent, and any attempt without such consent shall be void. Subject to the preceding sentence, this Agreement binds and benefits
permitted successors and assigns. This Agreement is governed by California law, without regard to its conflicts of law principles. The U.N. Convention
on Contracts for the International Sale of Goods is disclaimed. If any claim arises out of this Agreement, the parties hereby submit to the exclusive
jurisdiction and venue of the federal and state courts located in Santa Clara County, California. In addition to any other rights or remedies, we shall be
entitled to injunctive and other equitable relief, without posting bond or other security, to prevent any material breach of this Agreement. We may
change the terms, conditions and pricing relating to the future licensing of our Systems and other intellectual property rights, including this Agreement,
from time to time. No waiver will be implied from conduct or failure to enforce rights nor effective unless in a writing signed on behalf of the party
against whom the waiver is asserted. If any part of this Agreement is found unenforceable, the remaining parts will be enforced to the maximum extent
permitted. There are no third-party beneficiaries to this Agreement. We are not bound by additional and/or conflicting provisions in any order,
acceptance, or other correspondence unless we expressly agree in writing. This Agreement is the complete and exclusive statement of agreement
between the parties as to its subject matter and supersedes all proposals or prior agreements, verbal or written, advertising, representations or
communications concerning the System.
Every reasonable attempt has been made to comply with all licensing requirements for all components used in the system. Any oversight is
unintentional and will be remedied if brought to the attention of Harmonic at support@harmonicinc.com.
