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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 defend in a timely
manner 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
