© 2014 Harmonic Inc. All rights reserved.
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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 SOFTWWARE 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 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
