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283 lines
14 KiB
Markdown
283 lines
14 KiB
Markdown
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**JOPLIN SERVER PERSONAL USE LICENSE**
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v.1: 21 December 2021
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This Joplin Server Personal Use License (the "**License**") is a legally binding
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agreement between Cozic Ltd. registered under the laws of England and Wales
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(the "**Licensor**"), the owner of the server entitled ‘Joplin Server,’ the
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related software applications, and services (collectively, the "**Software**")
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and an individual user accessing the Software (the "**Licensee**") (each
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individually a "**Party**" and collectively, the "**Parties**").
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# 1. Acceptance of the License
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* **1.1** By accessing or otherwise using the Software, the Licensee confirms
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that the Licensee has read the License, accepts the terms of the License, and
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agrees to become legally bound by the License.
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* **1.2** If the Licensee is entering into the License on behalf of a legal
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entity, the Licensee represents that the Licensee has the authority and the
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necessary capacity to bind such entity and its affiliates to the terms of the
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License.
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* **1.3** If the Licensee does not have the authority specified in section 1.2
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or if the Licensee does not agree with one or more provisions of the License,
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the Licensee is not allowed to access the Software and the Licensee must not
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accept the License.
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* **1.4** By using the Software, the Licensee acknowledges, agrees, and warrants
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that the Licensee:
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* i. Shall comply with the terms of the License and all applicable local,
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state, national and foreign laws, treaties, and regulations;
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* ii. Shall provide only true, accurate, complete, and up-to-date
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information; and
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* iii. Has the capacity to conclude legally binding contracts with the
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Licensor.
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# 2. Grant of RIGHTS
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* **2.1** The Licensor hereby grants the Licensee a worldwide, non-exclusive,
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royalty free, and revocable license to access and use the Software in
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accordance with the terms of this License and the applicable laws.
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* **2.2** Subject to the terms of the License, the Licensee is entitled to
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access and use the Software for non-commercial purposes for taking personal
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and professional notes, sharing notes with other users of the Software, and
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synchronising data.
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* **2.3** Unless authorised by the Licensor in writing, the Software may be used
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for personal non-commercial purposes only. The Licensee is allowed to grant
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access to the Software to others for non-commercial purposes, provided that
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(i) the Licensee is not a business entity, (ii) the Licensee or the third
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party to which the access is granted does not use the Software to generate
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profits of any kind, and (iii) the Software is used for non-commercial
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purposes only. The Licensee is not allowed to: (i) use the Software for
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commercial purposes and (ii) grant others the right to use the Software for a
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fee or for any commercial purposes, including, without limitation, copying,
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reproducing, publishing, transmitting, transferring, selling, renting,
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modifying, creating derivative works from, distributing, reposting,
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performing, displaying, or in any other way commercially exploiting the
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Software without prior written authorisation from the Licensor. By way of
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illustration, the Licensee is not allowed to:
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1. Install the Software on Licensee’s infrastructure and charge others for
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the use of the Software;
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2. Install the Software behind a proxy and charge others for the use of the
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Software;
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3. Install the Software on a Licensee’s or third party’s server and provide
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access to the Software to third parties (a) for a fee or (b) free of
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charge, if the said third parties may use the Software for commercial
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purposes;
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4. Grant access to the Software to others for a fee or for any commercial
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purposes;
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5. Grant access to the Software to others for a fee or free of charge if
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the Licensee is a legal or natural person engaged in commercial
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activities; or
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6. Use the Software or grant other the right to use the Software in a way
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that generates income or commercial profits.
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* **2.4** This License does not govern any commercial use of the Software, as
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authorised by the Licensor.
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* **2.5** The Software is licensed and not sold. By accepting the License, the
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Licensee obtains the right to use the Software and not the ownership of the
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Software.
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* **2.6** The Licensor reserves any rights not expressly granted to the
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Licensee under this License.
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* **2.7** The Licensee is allowed to make a reasonable number of copies of the
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Software, as and if necessary for the purposes set forth herein, provided that
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only complete copies of the Software are made, including without limitation
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all ‘read me’ files, copyright notices, and other legal notices and terms
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included in the Software.
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* **2.8** The Licensee is permitted to load and run the Software on any device,
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network or cloud virtual machines under Licensee’s control (collectively, the
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"**Devices**"), if such Devices are compatible with the Software. The Licensee
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is solely responsible for assessing the compatibility of the Devices to be
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used with the Software.
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* **2.9** It is Licensee’s sole responsibility to verify and assess the
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suitability, validity and integrity of the Software prior to using it and to
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decide whether or not the Software fits for the intended use.
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* **2.10** The Licensor reserves the right to grant the right to use the
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Software to third parties.
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* **2.11** The Licensee acknowledges and agrees that any use of the Software
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that is prohibited by this License may be unlawful and may result in
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Licensee’s criminal liability.
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# 3. Covered Software and services
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* **3.1** The License applies only to the Software as provided to the Licensee
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by the Licensor. The License also applies to updates, supplements, and support
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services related to the Software, or any other services provided in relation
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to the Software, unless other terms and conditions have been provided thereto.
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* **3.2** Any software or services that are not provided by the Licensor are
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not covered by this License. Such Software and services are subject to the
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terms and conditions set by the respective third party and the Licensee is
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solely responsible for obtaining, agreeing to, and complying with the
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respective terms and conditions at its own cost and expense.
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* **3.3** The Licensor reserves the right, but is not under any obligation, to
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provide paid or free-of-charge updates and technical support services with
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regard to the Software, including fixing bugs and errors, and the possibility
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to use new versions of the Software.
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# 4. Intellectual property and ownership
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* **4.1** All title and copyright in and to the Software (including, but not
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limited to, any source code, images, graphics, photographs, animations, video,
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audio, music, text, and applets, incorporated in the Software) are owned by
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the Licensor. The Software is protected by the English copyright laws and
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international treaties. The Licensee is not allowed to incorporate any portion
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of the Software into other programs or compile any portion of it in
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combination with other programs, or otherwise copy (except to exercise rights
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granted in this License), modify, create derivative works of, distribute,
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assign any rights to, or license the Software in whole or in part.
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* **4.2** The Licensee is not permitted to, without obtaining prior written
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authorisation from the Licensor, to use the trade names, trademarks, service
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marks or product names of the Licensor, except as required for the use of the
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Software.
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* **4.3** The Licensor has made all efforts possible to avoid the Software
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being subject to the rights of third parties, in particular that its use does
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not infringe patents, copyrights or other intellectual property rights of
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third parties. However, the Licensor does not guarantee that the Software is
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not subject to the rights of third parties. The Licensee agrees to notify the
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Licensor immediately and in writing if any third party asserts an infringement
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claim against the Licensee in connection with the Software.
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* **4.4** By submitting any content through the Software (the "Licensee’s
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Content"), the Licensee grants the Licensor unrestricted, sub-licensable,
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royalty-free, perpetual, and irrevocable rights to process the Licensee’s
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Content for the purposes of providing the Licensee with the Software and
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carrying out Licensor’s legitimate business interests.
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* **4.5** The Licensee is not permitted to remove any copyright or other
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proprietary notices and legends.
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# 5. PRIVACY AND DATA PROTECTION
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* **5.1** The Licensor does not have access in any manner to the Licensee’s
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Content. Therefore, the Licensee is solely responsible for creating, keeping
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and maintaining any backup copies of any Licensee’s Content or other
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information submitted to, through, or in relation to the Software.
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The Parties agree to individually comply with the applicable data protection
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laws pertaining to the Software.
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# 6. AVAILABILITY
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* **6.1** The availability of the Software may be affected by factors, which
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the Licensor cannot reasonably control, such as bandwidth problems, equipment
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failure, acts and omissions of our third-party service providers, or *force
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majeure* events. The Licensor takes no responsibility for the unavailability
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of the Software caused by such factors.
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# 7. Limitation of liability and disclaimer of warranties
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* **7.1** To the extent permitted by the applicable law, the Licensor expressly
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disclaims all warranties, express or implied, for the Software. The Licensor
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provides the Software on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF
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ANY KIND, either express or implied, including, without limitation, any
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warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or
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FITNESS FOR A PARTICULAR PURPOSE. The entire risk arising out of use or
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performance of the Software remains with the Licensee.
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* **7.2** In no event shall the Licensor be liable for any damages whatsoever
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(including, without limitation, damages for loss of business profits, business
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interruption, loss of business information, or any other pecuniary loss)
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arising out of the Licensee’s Content, the use of or inability to use the
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Software, even if the Licensor has been advised of the possibility of such
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damages.
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* **7.3** The Licensee is solely responsible for determining the
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appropriateness of the Software and assumes any risks associated with
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Licensee’s exercise of permissions under the License.
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* **7.4** Third-party content or services are not covered by this License. The
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Licensee shall ensure Licensee’s compliance with any terms set forth by the
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respective third parties at its own risk, cost and expense. To the maximum
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extent permitted by law, the Licensor excludes any liability for any loss or
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damage resulting from the acts and omissions of such third-party service
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providers.
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# 8. Governing Law AND DISPUTE RESOLUTION
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* 8.1 This License and any disputes arising out of or in connection with the
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License and the Software shall be governed by and construed in accordance with
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the laws of England and Wales. Unless otherwise provided by the applicable
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law, all disputes arising out of or in connection with the License shall be
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submitted to the exclusive jurisdiction of the courts in London, the United
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Kingdom.
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# 9. FINAL PROVISIONS
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* **9.1** **Indemnification.** The Licensee shall indemnify the Licensor at
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Licensee’s expense if any claims are asserted by a third party against the
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Licensor by reason of Licensee’s misconduct or breach of any terms of the
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License, including failed adherence by the Licensee with any applicable laws,
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including, whether express or implied.
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* **9.2** **Severability.** The unenforceability of any single provision of
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this License shall not affect any other provision hereof. Where such a
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provision is held to be unenforceable, the Parties shall use their best
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endeavours to negotiate and agree upon an enforceable provision, which
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achieves, to the greatest extent possible, the economic, legal and commercial
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objectives of the unenforceable provision.
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* **9.3** **Waiver.** A failure of either Party to enforce strictly a provision
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of this License shall in no event be considered a waiver of any part of such
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provision. No waiver by either Party of any breach or default by the other
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party shall operate as a waiver of any succeeding breach or other default or
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breach by such other Party. No waiver shall have any effect unless it is
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specific, irrevocable and in writing.
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* **9.4** **Term and termination.** The License shall commence upon Licensee’s
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access to the Software and continue until terminated by the Licensor. Upon
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termination of the License, the Licensee agrees to (i) stop all access and use
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of the Software and (ii) destroy all copies of the Software and all its
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component parts (if any) stored on the Devices. The provisions of the License
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that, by their nature, continue and survive will survive any termination of
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the License.
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* **9.5** **Amendments.** The Licensor reserves the right, at its sole
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discretion, to change or modify this License at any time by sending a prior
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notification to the Licensee (if the contact details of the Licensee are
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available to the Licensor). Any modifications to the License shall become
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effective on the date indicated at the top of the amended License. By
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continuing to use the Software after the date on which the modifications were
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communicated, the Licensee agrees to be bound by the modified License. The
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Licensor reserves the right to change or discontinue the Software and any
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feature thereof with or without a prior notice to the Licensee.
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* **9.6** **Entire agreement.** This License constitutes the entire
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understanding between the Parties with respect to the subject matter thereof
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and supersedes all prior agreements, negotiations and discussions between the
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Parties relating thereto.
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* **9.7** **Transfer of rights.** The Licensee is not allowed to assign
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Licensee’s rights under the License. The Licensor is entitled to transfer its
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rights and obligations under the License entirely or partially to a third
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party by giving a prior notice to the Licensee. If the Licensee does not agree
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to the transfer, the Licensee can terminate this License by ceasing to use the
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Software.
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* **9.8** **Contact.** For general enquiries and commercial licenses to use the
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Software, please contact the Licensor directly.
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***
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