1.APPLICABILITY; SUPPLEMENTAL TERMS AND CONDITIONS; BINDING AGREEMENT

1.1  These terms and conditions (the “Terms and Conditions”) have been incorporated by reference within Order Documentation pursuant to which Technology is ordered by a Customer from Haivision. The Customer shall be deemed to have assented to and to have waived any objection to these Terms and Conditions upon the earliest to occur of any of the following (i) Customer’s execution of the Order Documentation or (ii) Customer’s use of the Technology. These Terms and Conditions prevail over the Customer’s general terms and conditions.

1.2 Haivision shall deliver the Technology to the Customer in the quantities specified in the Order Documentation in accordance with these Terms and Conditions. Haivision shall provide the Services to Customer on the dates or schedules set forth in the Order Documentation and in accordance with these Terms and Conditions.

1.3 Technology ordered by the Customer shall be identified in the Order Documentation. Supplemental terms and conditions (“Supplemental Terms”) applicable to the Technology ordered by Customer shall be incorporated within the Order Documentation.

1.4 These Terms and Conditions, the Order Documentation and the Supplemental Terms constitute a binding agreement between the Parties.

2. DEFINITIONS

2.1 “Authorized User” means all individuals or consultants authorized by Customer or Reseller to use the Technology.

2.2 “Cloud Services” means cloud-based Haivision services provided and accessed by the Customer over the internet.

2.3 “Confidential Information” shall have the meaning set forth in Section 3.

2.4 “Content” means any data or material that is used, encoded, transcoded, modified, copied, adapted, showed, published, transmitted and/or distributed through the Technology by Customer, including, without limitation, graphics, text, video, and audio material, whether copyrighted or not, trademarks or service marks.

2.5 “Customer” means the (a) the customer or (b) the Reseller identified in the Order Documentation.

2.6 “Customer Data” means: (a) the Content; (b) Customer’s Confidential Information; and (c) Customer’s Personal Data.

2.7 “Customer Device” means hardware used by the Customer to access, connect to, or pair with Cloud Services.

2.8 “Designated System” means the computer hardware, information technology systems, including the operating system and back-end system, used in conjunction with the Technology.

2.9 “Documentation” means any technical materials related to the Technology, which is provided by Haivision including, but not limited to, reference manuals, specifications, or database schemas.

2.10 “Haivision” means Haivision Systems Inc., its subsidiaries and affiliates.

2.11 “Hardware” means the equipment manufactured by Haivision, or provided by Haivision as part of a Designated System.

2.12 “Intellectual Property” means any and all proprietary rights provided under patent law, copyright law (registered and unregistered copyrights and unpublished work of authorship), trademark law, design patents or industrial design law, semiconductor chip law, or any other statutory provision or common law principle applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in either idea, formula, algorithm, concept, invention, or know-how generally, or the expression or use of such ideas, formulae, algorithms, concepts, inventors or know-how, and any and all applications, registrations, licenses, sub-licenses, continuation, reissues, extensions, franchises, agreements or any other evidence of a right in any of the foregoing.

2.13 “Licensed Software” means the executable version of a computer software or firmware, program, or code, in object code format, licensed to Customer by Haivision. Licensed Software may contain Open-Source Software and the Customer’s use of such Open-Source Software shall be in accordance with the Open-Source License terms associated with such Open-Source Software.

2.14 “Open-Source Software” means any software licensed under Open-Source License Terms.

2.15 “Open-Source License Terms” means the licensing and/or distribution models commonly known as “open- source software” or “free software” or any other licensing and/or distribution models pursuant to which software is made generally available to the public in source code form under terms that permit modification and redistribution of such software.

2.16 “Order Documentation” means quotations, purchase orders, other agreements, or any similar document accepted by Haivision, detailing the Technology ordered by Customer.

2.17 “Party” means Haivision or Customer, individually, and collectively, “Parties.”

2.18 “Personal Data” means any information that constitutes “personal data” under applicable laws and that is collected, processed, or generated through usage of the Technology.

2.19 “Product(s)” means Hardware and Licensed Software.

2.20 “Professional Services” means the professional services ordered by Customer pursuant to a Statement of Work.

2.21 “Reseller” means the entity that purchases the Technology from Haivision for resale to Authorized Users.

2.22 “Security Breach” means any act or omission that materially compromises the security, confidentiality, and integrity of Customer Data.

2.23 “Services” means the Cloud Services, the Electronic Program Guide Services, the Professional Services, and the Support Services.

2.24 “Statement of Work” means an agreement that details the scope of work for a Professional Services engagement.

2.25 “Subscription” means access by Customer of a subscription on a recurring basis to one or more Services.

2.26 “Supplied Product” means any Product which is not sold by Haivision (and purchased by Customer), but instead is supplied for Customer use, including on a trial basis, loaned, leased, and/or rented to Customer, so that the Product is subject to a return obligation on the part of Customer.

2.27 “Support Services” means support services purchased by Customer.

2.28 “Technology” means the Products and Services ordered by Customer pursuant to the accepted Order Documentation.

3. CONFIDENTIAL INFORMATION

3.1 “Confidential Information” means any and all information of a party (the “Disclosing Party”) which has or will come into the possession of the other party (the “Receiving Party”) of confidential or proprietary nature, in oral, electronic or written form, which the Receiving Party knows or has reason to know is proprietary or confidential, including information of a technical nature, such as know-how, software, source code, algorithms, specifications, formulas, trade secrets, proprietary processes or equipment, inventions and research projects; and information of a business nature, such as information about costs, profits, pricing policies, markets, sales, suppliers, customers, plans for future development, plans for future products, marketing plans or strategies, and other information of a similar nature, which is not generally disclosed by a party to the public.

3.2 The Receiving Party shall treat the Confidential Information of the Disclosing Party with the same degree of care as it accords its own Confidential Information, which shall at least be reasonable care. The Receiving Party may only disclose Confidential Information on a need-to-know basis solely to fulfill its obligations under these Terms and Conditions or as required pursuant to applicable laws or the administration thereof. The Receiving Party may disclose Confidential Information if required by a governmental agency, in a judicial or administrative proceeding, by law, rule, or regulation, or if necessary, in any proceeding to establish its rights and obligations under these Terms and Conditions. In such case, the Receiving Party will give prompt notice of such request so that the Disclosing Party may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed. Upon the written request of the Disclosing or Receiving Party, the other party will either return or certify the destruction of such party’s Confidential Information.

3.3 Confidential Information shall not include information which:. (i) becomes known to the public through no act of the Receiving Party; (ii) was known to the Receiving Party, or becomes known to the Receiving Party from a third party having the right to disclose it and having no obligation of confidentiality to the Disclosing Party with respect to the applicable information; or (iii) is independently developed by the Receiving Party.

4. INTELLECTUAL PROPERTY; FEEDBACK

4.1 Customer acknowledges and agrees that, as between the Parties, Haivision (and its licensors, where applicable) will own and retain all right, title, and interest in the Technology, including, without limitation, all improvements, modifications, and enhancements thereto and derivative works thereof, and all Intellectual Property rights related to the Technology. Except as expressly set forth in these Terms and Conditions, no right, title, or interest in any Haivision Intellectual Property is granted or transferred to the Customer. As between the Parties, Customer owns all right, title, and interest in and to the Customer Data.

4.2 Except as set forth in these Terms and Conditions, all right, title and interest in any suggestions, ideas, enhancement requests, feedback, recommendations or other similar information (collectively, “Feedback”) provided by Customer to Haivision shall be the sole property of Haivision, so long as they relate to the Technology, and Customer hereby assigns to Haivision, without limitation of any kind, all of its rights, titles and interests therein, Customer accepting such assignment. Haivision shall have the full, unencumbered right to use and otherwise fully exploit the feedback.

5. CUSTOMER DATA AND CONTENT

5.1 Customer hereby grants to Haivision, during the Term, a non-exclusive, non-sublicensable, non-transferable, revocable (but only pursuant to these Terms and Conditions) and royalty-free right and license to access, use, modify, translate, copy, exhibit, publish, transmit and distribute the Customer Data consistent with the Haivision Privacy Policy available at https://www.haivision.com/legal/technology-privacy-policy/ as required to provide Customer with the Technology and to exercise its legal rights.

5.2 The Customer is solely responsible for the Customer Data and Content directly or indirectly delivered, transferred, or disclosed to Haivision, or otherwise inputted or processed by the Technology. Haivision exercises no control over and accepts no responsibility for the Content or Customer Data, including, without limitation, violations of Intellectual Property rights, the lawful collection, use and disclosure of Personal Data, or inaccuracies.

5.3 Customer is responsible for Content. Customer will ensure that Content, and Customer’s and Customer Devices’ Use of Content or the Services, will not violate the Haivision Acceptable Use Policy located at https://www.haivision.com/legal/acceptable-use-policy/, or any applicable laws or any third party Intellectual Property right.

5.4 Customer represents and warrants to Haivision that the Customer has and will maintain, throughout the Term, all necessary rights and permissions (including rights and permissions in and to any applicable Intellectual Property) to use and distribute the Content. Customer agrees to pay or to obtain a waiver by relevant third parties from all royalties, license fees (e.g., BMI, ASCAP, SESAC, CCLI, etc.) and/or similar amounts due to any owner of any of the Intellectual Property in the Content applicable to the use and broadcast of the Content.

6. ACCEPTABLE USE

Customer represents and warrants that it will not use (or allow its Authorized Users to use) the Technology: (a) in a manner prohibited by applicable laws or these Terms and Conditions; (b) to disrupt third parties’ enjoyment of the Technology, including by attempting to deliver denial-of-service attacks or through abnormal usage; (c) that would result in the creation, transmission, distribution or storing of Customer Data or other material that would violate Intellectual Property rights, privacy rights or export control authorizations, licenses, permits or regulations; and (d) that may be threatening, abusive, hateful or constitutes or encourages conduct that would constitute a criminal offence. Customer may not: (a) share credentials among Authorized Users, or distribute, disclose or use the Technology in any format to unauthorized third parties (i.e. other than Authorized Users); (b) deploy any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, programs, algorithms or methodology through or on the Technology; (c) decompile, modify, disassemble, reverse engineer, sell, transfer, disclose, reconstruct or sublicense the Technology, unless expressly authorized under these Terms and Conditions; and (d) attempt to breach, deactivate, create a workaround of or disregard the security controls implemented by Haivision, including by posting or transmitting files containing malicious software through the Technology, by manipulating identifiers to disguise the origin of any Content or by performing technical testing without informing Haivision and obtaining the approval of Haivision. A breach of this Section 6 shall be considered a material breach of these Terms and Conditions, and Haivision may suspend the provision of any Services (or part of the Services) or any obligations under these Terms and Conditions upon Customer breach of this Section 6 with or without notice to Customer.

7. PERSONAL DATA AND INFORMATION SECURITY

7.1 Each Party agrees to comply with applicable law to the collection, use and disclosure of Personal Data. Haivision shall not disclose or use Personal Data for purposes other than to provide Customer with the Technology.

7.2 Haivision shall (a) notify the Customer without undue delay upon becoming aware of a Security Breach affecting Customer Data, and (b) provide the Customer with the information reasonably required related to a Security Breach in accordance with applicable laws.

8. BILLINGS AND PAYMENTS

8.1 Unless provided otherwise in the Order Documentation, all invoices, net of any discounts, are due in the stated currency on the invoice. Standard payment terms for Customer’s with satisfactory credit are Net 30 days from date of invoice. Customer shall be in material breach of these Terms and Conditions if payment is not received before the due date. In addition to any other remedy available by law or in equity, if the amounts set forth on the invoice are not paid in full by the due date, Haivision reserves the right to commence collection activities and to suspend any Services, licenses, or the performance of its obligations until the receipt of the payment in full for all overdue amounts and corresponding interest, and the Customer shall be responsible for any collection fees for past due invoices, including, without limitation, attorney and accounting fees. Customer obligation to pay any amounts due under these Terms and Conditions shall not be subject to any rights of set-off, counterclaim, defense, or other right against Haivision or any other party.

8.2 Customer may withhold payment of disputed charge(s) provided that: (i) all undisputed amounts are paid when due; (ii) Customer identifies the specific charge(s) in dispute and provides a reasonably detailed written explanation of the basis for the dispute within ten (10) days of the invoice date; and (iii) Customer agrees to reasonably cooperate with Haivision in investigating and resolving the dispute pursuant to Section 15. In the event the dispute is resolved in favor of the Customer, the Customer’s sole and exclusive remedy for such a dispute shall be an adjustment or credit to the Customer’s account. All amounts paid are non-refundable except as otherwise set forth in these Terms and Conditions.

8.3 Customer agrees to pay Haivision for those taxes which Haivision is required to collect as per applicable laws, and without any deduction or withholding for or on account of any and all applicable sales, use, excise, import, export, value-added and similar taxes, and governmental charges (collectively “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Haivision has a legal obligation to pay or collect Taxes for which Customer is responsible under this Section 8.4, Haivision shall invoice Customer for such amounts (and Customer agrees to pay such amounts), unless Customer provides Haivision with a valid exemption certificate issued by the appropriate taxing authority prior to invoicing.

8.4 Customer further agrees to provide Haivision with complete and accurate billing information, including, Customer legal name, registered business address and the name and phone number of a primary customer contact. The Customer is responsible for updating such information without undue delay.

9. INDEMNIFICATION

9.1 Customer agrees to indemnify and hold harmless Haivision, its affiliates, officers, directors, and employees, against any third party demands and claims (“Claims”) for losses, damages, expenses (including reasonable attorney’s fees and court costs) or liability (“Losses”) arising out of or in relation to a breach of these Terms and Conditions by Customer, Authorized Users, or Customer’s negligence or willful misconduct.

9.2 Haivision agrees to indemnify and hold harmless Customer from and against all Losses incurred in connection with Claims against Customer arising from any allegation that the use of the Technology as contemplated hereunder infringes or misappropriates Intellectual Property right of such third party that is enforceable in the United States. Haivision shall not be liable, and shall have no obligation under this Section 9.2, for any Claim based upon: (i) any modifications to the Technology by Customer which modifications have not been approved in writing by Haivision; (ii) any combination of the Technology with other products or services, data or other materials to the extent such Claim would have been avoided but for such combination; (iii) Haivision’s implementation of a Customer originated design or modification to the extent such Claim would have been avoided but for such implementation; and (iv) Customer’s use of the Technology other than as expressly permitted by these Terms and Conditions or as otherwise approved in writing by Haivision.

9.3 If the use of the Technology by Customer has become, or in Haivision’s opinion is likely to become, the subject of any claim of infringement, Haivision may at its option and expense: (i) procure for Customer the right to continue using the Technology as set forth hereunder; (ii) replace or modify the Technology to make the Technology non-infringing so long as the modified Technology has at least equivalent functionality; (iii) substitute an equivalent for the Technology; or (iv) if options (i), (ii), or (iii) are not reasonably practicable, terminate the related Order Documentation (subject to a refund of pre-paid fees (if any) for the remaining part of the then-current Order Documentation term).

9.4 The remedies set forth in Sections 9.2 and 9.3 shall be the exclusive remedies of the Customer with respect to infringement or misappropriation of third-party Intellectual Property rights of any kind.

9.5 The indemnified Party shall provide the indemnifying Party with: (a) prompt written notice of any Claim for which it seeks indemnification hereunder; (b) reasonable information and assistance in settling and/or defending the Claim; and (c) sole authority and control of the defense and/or settlement of the Claim; provided, that, neither Party may settle any Claim without the indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

10. DISCLAIMER

Except as set forth in these Terms and Conditions, and to the maximum extent permitted by law (a) Haivision does not warrant that the Technology will be error free or secure, or that Haivision will correct all errors, or that the use of the Technology will be uninterrupted or virus-free, nor does it make any warranty as to the results that may be obtained from the use of the Technology; (b) that Haivision will be able to prevent any third-parties from accessing Customer Data or Customer Confidential Information (c) the Technology is provided “as is”, “where is” and “as available”, and (d) Haivision makes no other representations, conditions, warranties or guarantees, express or implied, regarding the accuracy, reliability, or completeness of the Technology, its outputs and data, and expressly disclaims any and all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement and any implied warranties arising from statute, course of dealing, course of performance or usage of trade. The Customer hereby waives any legal warranty, except as otherwise provided in these Terms and Conditions. Haivision is not responsible for damages arising from failure to follow the Documentation or instructions provided to Customer about the Technology. Haivision shall have no obligation to modify, update or upgrade the Technology because of any subsequent change in Customer’s Designated System, specifically including Customer’s upgrade of its back-end system, unless otherwise agreed to in writing by Haivision.

Customer will not make any representations or warranties with respect to Haivision or the Technology including to Authorized Users, except as authorized in advance in writing by Haivision.

11. LIMITATIONS OF LIABILITY

11.1 To the maximum extent permitted by law, neither Party will be liable to the other Party or its affiliates, employees, subcontractors and agents for any loss of profits, or special, indirect, incidental, consequential or exemplary damages, including but not limited to lost profits, lost revenues, lost data, loss of use, interruption of business, failure to realize expected savings, other commercial or economic loss of any kind, arising out or in connection with the performance or the breach of these Terms and Conditions, even if it is aware of the possibility of the occurrence of such damages.

The total liability of Haivision (including all its affiliates, employees, subcontractors, and agents) for any damages arising out of or in connection with the performance or the breach of these Terms and Conditions, whether arising by statute, contract, tort, or otherwise, will not exceed the amounts paid by and not otherwise refunded to, Customer during the twelve (12) months preceding the event which gave rise to such claim.

The Customer acknowledges that Haivision has entered into any agreement incorporating these Terms and Conditions in reliance on the above limitations of liability, and that they constitute a basis of the bargain between the Parties. The Parties have agreed that the limitations specified above will apply even if any limited remedy specified in these Terms and Conditions is found to have failed in its essential purpose.

12. FORCE MAJEURE

Except for any financial obligations, neither Party shall be liable to the other Party for any failure or delay in the performance of their obligations to the extent that such failure or delay is caused by events beyond the reasonable control of a Party, including, without limitation, fires, floods, explosions, wars, terrorism, embargos, government requirements and orders, pandemics, diseases, epidemics, labor problems, export controls, failure of utilities, distributed-denial-of-services attacks, ransomwares, civil unrest, civil or military authority, acts of God or the acts or omissions of carriers (a “Force Majeure Event”). Notwithstanding anything to the contrary, COVID-19 and related consequences are considered a Force Majeure Event. If a Party intends on relying on a Force Majeure Event to excuse its performance, the affected Party shall notify the other Party without undue delay by providing the details relating to the Force Majeure Event. If the Services are suspended due to a Force Majeure Event, the Term shall be extended for a time corresponding to the duration of the Force Majeure Event. During a Force Majeure Event, each Party shall deploy commercially reasonable efforts to mitigate any adverse impacts on the other Party.

13. TERM

13.1 These Terms and Conditions are effective and continue, unless earlier terminated as provided herein, for the term provided in Section 13.2 (the “Term”). The provisions of these Terms and Conditions which by their nature, shall survive the Term and continue to apply in full force after the Term.

13.2 Product or Services Term. For Products and Services, the Term begins on the date set forth below (the “Commencement Date”) and continues until the termination date indicated for each Product or Service, in the applicable Order Documentation or Statement of Work (the “Termination Date”):

(a) For Subscriptions for Cloud Services (including Supplied Product, if any), the Commencement Date shall be the date at which the Cloud Services become active and available to Customer, or an alternative date as specified in the Order Documentation.

(b) For Licensed Software installed on Hardware, if Haivision is not responsible for commissioning the system pursuant to a Statement of Work, the Commencement Date is the shipment date of the Hardware. If Haivision is responsible for commissioning the system pursuant to a Statement of Work, the Commencement Date is the date by which Haivision determines the system to be commissioned.

(c) For Licensed Software not installed on Hardware, the Commencement Date is the date at which the license is issued to Customer, or the date agreed upon between the Parties which is memorialized in the Order Documentation, which shall be no later than ninety (90) days from the invoice date. Notwithstanding the foregoing, a Licensed Software’s Commencement Date may be postponed if required for the performance of Professional Services, or if the Parties agree otherwise in writing.

14. TERMINATION FOR CAUSE

14.1 Either Party may terminate a Subscription or a Statement of Work for cause (a) upon a sixty (60) day prior written notice of a breach of these Terms and Conditions if such breach remains uncured at the expiration of such sixty (60)-day period; or (b) immediately upon written notice by Haivision, if Customer becomes the subject of a petition in bankruptcy, or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or if the Customer admits in writing the inability to pay debts as they mature or ceases its business activities. If the material breach is due to the negligent acts or omissions of Haivision, then Haivision shall reimburse Customer for all amounts paid in advance for Services not performed after the effective termination date, in proportion to the remaining time in the applicable Product or Services Term. If the material breach is due to the negligent acts or omissions of Customer, all amounts that would have been payable during such Product or Services Term shall be due immediately, and Haivision shall have no obligation to reimburse Customer for any such amounts paid in advance.

14.2 In the case of a Subscription for Cloud Services, the fees to be paid after a termination are calculated based on the minimum monthly charge(s) plus any overages incurred during the active subscription period and may include fees for unreturned Supplied Product.

14.3 You acknowledge that upon termination of your access to as Cloud Service, you will lose all access to the Cloud Services and to any Customer Data that we may be storing on your behalf. It is your responsibility to download your Customer Data prior to any termination of your account.. We do not accept any liability for any termination of the Cloud Services or for Customer Data that is deleted in connection with such termination.

15. DISPUTE RESOLUTION PROCEDURE

In the event of a dispute between Customer and Haivision with respect to these Terms and Conditions (except with respect to any provisions which provide for an injunction or other immediate relief), the Parties shall use reasonable efforts to resolve the matter in dispute within thirty (30) days after commencement of negotiation. If the Parties are unable to resolve the dispute within such thirty-day period (unless agreed otherwise), each Party shall select one senior business representative and continue to work towards a mutually agreed settlement. If such representatives are unable resolve such dispute within thirty (30) days after the initial thirty-day period (unless agreed otherwise), each Party shall be free to exercise all remedies available to it hereunder, either at law, in equity or otherwise. During such period of dispute resolution, each Party shall continue to fulfill all its obligations under these Terms and Conditions unless the dispute arises out of or is in connection with a breach by the Customer of any its obligations and liabilities under these Terms and Conditions. In such instance, Haivision shall have no obligation to continue to supply any Services provided hereunder and may suspend such Services. In case of a dispute, Haivision and Customer agree that no presumption will operate in favor of or against either Party by virtue of its role, if any, in drafting these Terms and Conditions.

16. GOVERNING LAWS AND JURISDICTION

These Terms and Conditions shall be governed by the laws of the State of Delaware, USA, without giving effect to that body of law applicable to the choice of law, the United Nations Convention on Contracts for the International Sale of Goods, and/or its implementing and/or successor legislation and/or regulations. The Parties agree that the courts of the State of Delaware constitute a convenient forum for any claim, proceeding or action relating to or otherwise arising out of these Terms and Conditions and both Parties attorn and submit to the exclusive jurisdiction of such courts. If either Party employs attorneys to enforce any rights arising out of or relating to these Terms and Conditions, the prevailing party shall be entitled to recover reasonable attorney’s fees. EACH OF THE PARTIES HERETO, TO THE FULLEST EXTENT OF THE LAW, IRREVOCABLY WAIVES AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR TO THE TRANSACTIONS CONTEMPLATED HEREBY.

17. EXPORT CONTROL RESTRICTIONS

17.1 All Customer’s rights and obligations under these Terms and Conditions are subject to all applicable export law, including without limitation, Canadian, United States, and French Government laws and regulations relating to exports and re-exports including, but not limited to, in Canada, the Defense Production Act, the Controlled Goods Regulations and the Export and Import Permits Act, and, in the U.S., the U.S. Department of Commerce Export Administration Regulations and all administrative acts of the U.S. Government thereunder. In the event any Product is exported or re-exported by the Customer, the Customer shall ensure that such export/re-export of the Product complies with all applicable laws, rules, regulations, permits, licenses, orders, or other restrictions.

17.2 Further, Customer represents and warrants that: neither it nor any of its affiliates will export, re-export, distribute or otherwise transfer or re-transfer the Technology, directly or indirectly, separately or as part of a system to any country for which the competent authorities require an export license, other governmental approval or letter of assurance, without first obtaining such license, approval or letter. This includes any country on Canada’s Area Control List or subject to the Canadian Economic Sanctions or any country sanctioned by the U.S. Government, including any Specially Designated National and Blocked Person (“SDN”) on the list of such persons and entities issued by the U.S. Treasury Office of Foreign Assets Control (OFAC).; and, Customer is not located in or under the control of a national or resident of, a jurisdiction where this transaction is prohibited.

18. MODIFICATION TO THESE TERMS AND CONDITIONS

Haivision reserves the right, in its sole discretion, to modify or replace any of the provisions set forth in these Terms and Conditions at any time in its sole discretion. The Customer’s failure to object following the posting of any changes to these Terms and Conditions constitutes acceptance of and agreement to such changes.

19. MISCELLANEOUS

19.1 If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms and Conditions shall remain in full force and effect. No modification, amendment, or waiver of any provision of these Terms and Condition shall be effective unless agreed to in writing. No failure or delay by either Party in exercising any right, power or remedy under these Terms and Conditions, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy. These Terms and Conditions, along with any mutually agreed upon modifications or amendments thereto, form the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreement.

19.2 The Parties are independent contractors. Neither Party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose, and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.

19.3 Haivision may assign, sublicense, or transfer any or all its rights or obligations hereunder. Except in the context of a bona fide corporate reorganization, of a merger and acquisition, or a sale of assets (whether partial or total), Customer may not assign, transfer, or delegate any of its rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of Haivision. Any unauthorized assignment transfer or delegation by Customer shall be considered null and void.

19.4 Trademarks, distinctive designs, logos and works of authorship (the “Marks”) used or designated by Haivision relating to the foregoing are the property of Haivision. No right or license is granted to Customer regarding the Marks. Customer agrees that Haivision may use the Marks of Customer for promotional and marketing purposes, such as for customer references and proposals. Customer can revoke its consent for the use of the Marks of Customer for these purposes at any time by e-mail at: trademarks@haivision.com.

19.5 Haivision may access Customer’s system for the purposes of troubleshooting any problems reported by the Customer, onboarding, providing support or maintenance, or performing setup and pre-configuration. Customer may monitor such access by (i) requiring prior notice of any proposed access or (ii) verifying the occurrence of such access in the applicable activity log.

19.6 Each Party acknowledges that any breach of these Terms and Conditions with respect to Haivision’s Intellectual Property rights or either Party’s Confidential Information may cause such Party to incur irreparable harm and significant injury that would be difficult to ascertain and would not be compensable by damages alone. Accordingly, each Party acknowledges and agrees that, in addition to any and all remedies that the non-breaching Party may have at law or otherwise with respect to such a breach, the non-breaching Party will have the right to seek specific performance, injunction or other appropriate equitable relief without having to post a bond or other consideration in connection therewith.

19.7 All notices required or given under these Terms and Conditions will be given in writing or by electronic mail and will be deemed to have been given when (i) delivered personally with receipt of delivery: (ii) upon delivery when sent by overnight delivery service within the United States or Canada; (iii) on the third business day after being sent by certified or registered mail, return receipt requested; or upon receipt of delivered by electronic mail, and will be sent to the parties at their respective addresses shown above, or at such other address as either Party may hereafter designate by written notice to the other.