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 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,