System. As used herein, the term "Software" means the Harmonic owned software and/or firmware used in or with the Products and embedded
into, provided with or loaded onto the Products in object code format, but does not include, and this Agreement does not address, any third-party
or free or open source software separately licensed to you ("Third Party Software"). If you do not agree to this Agreement, you shall promptly
return the System with a dated receipt to the seller for a full refund.
2.
LICENSE: Subject to the terms and conditions of this Agreement (including payment), we hereby grant you a nonexclusive, nontransferable
license to use the object code version of the Software embedded into, provided solely for use with or loaded onto the Product, and the
accompanying documentation ("Documentation") for your internal business purposes. The Software and any authorized copies are owned by us
or our suppliers, and are protected by law, including without limitation the copyright laws and treaties of the U.S.A. and other countries. Evaluation
versions of the Software may be subject to a time-limited license key.
3.
RESTRICTIONS: You (and your employees and contractors) shall not attempt to reverse engineer, disassemble, modify, translate, create
derivative works of, rent, lease (including use on a timesharing, applications service provider, service bureau or similar basis), loan, distribute,
sublicense or otherwise transfer the System, in whole or part except to the extent otherwise permitted by law. The Software may be operated
on a network only if and as permitted by its Documentation. You may make one (1) back up copy of the object code of the Software for archival
purposes only. Evaluation Software will be run in a lab, nonproductive environment. Results of any benchmark or other performance tests may
not be disclosed to any third party without our prior written consent. Title to and ownership of the Software and Documentation, and all copyright,
patent, trade secret, trademark, and other intellectual property rights in the System, shall remain our or our licensors' property. You shall not
remove or alter any copyright or other proprietary rights notice on the System. We reserve all rights not expressly granted.
4.
LIMITED WARRANTY: (a) Limited Warranty. We warrant to you that, commencing on your receipt of a Product and terminating 1 year thereafter,
the System will perform substantially in accordance with its then-current appropriate Documentation. The Product (including replacements) may
consist of new, used or previously-installed components. (b) Remedies. If the System fails to comply with such warranty during such period,
as your sole remedy, you must return the same in compliance with our product return policy, and we shall, at our option, repair or replace the
System, provide a workaround, or refund the fees you paid. Replacement Systems are warranted for the original System's remaining warranty
period. (c) Exclusions. EVALUATION SOFTWARE IS LICENSED ON AS-IS BASIS AND SUBJECT TO 4(d). We will have no obligation under
this limited warranty due to: (i) negligence, misuse or abuse of the System, such as unusual physical or electrical stress, misuse or accidents; (ii)
use of the System other than in accordance with the Documentation; (iii) modifications, alterations or repairs to the System made by a party other
than us or our representative; (iv) the combination, operation or use of the System with equipment, devices, software or data not supplied by
us; (v) any third party hardware or Third Party Software, whether or not provided by us; (vi) any failure other than by us to comply with handling,
operating, environmental, storage or maintenance requirements for the System in the Documentation, including, without limitation, temperature
or humidity ranges. (d) Disclaimers. We are not responsible for your software, firmware, information, or data contained in, stored on, or integrated
with any Product returned to us for repair or replacement. SUCH 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
3
Spectrum System 8.4 Installation Guide
