174 lines
10 KiB
Plaintext
174 lines
10 KiB
Plaintext
This LIMITED DISTRIBUTION LICENSE AGREEMENT (“Agreement”) is a contract between you and Intel Corporation and its affiliates
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(“Intel”) and governs any use of Material. If you use Material on behalf of or in conjunction with your work for your employer, you
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represent and warrant that you have the authority to bind your employer to this Agreement. By downloading, installing, or using
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Material, you accept these terms. If you do not accept these terms, do not use any Material and destroy all copies.
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1 DEFINITIONS.
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1.1 “Including”, and its variants, means including but not limited
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to, whether or not capitalized.
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1.2 “Intel Component” means a hardware component or product
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designed, developed, sold, or distributed by Intel.
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1.3 “Material” means software, hardware description language
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code, or other computer files, information or collateral Intel
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delivers to you under this Agreement.
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1.4 “You” or “Your” means you or you and your employer and its
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affiliates, whether or not capitalized.
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1.5 “Your Product” means product developed or to be developed
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by or for you that includes an Intel Component implementing or
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executing Material.
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2 LICENSES.
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2.1 License. Subject to the terms of this Agreement, Intel grants
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to You, for the Term, a personal, limited, non-transferable, non-exclusive, worldwide, revocable, fully paid-up license under Intel’s
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intellectual property rights in the Material, without the right to
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sublicense, to:
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a) develop Your Product;
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b) modify Material delivered as source code (or its equivalent);
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and
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c) distribute Material, as delivered by Intel or as modified by You,
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as object code (or its equivalent), in Your Product, provided Your
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distribution is subject to terms and conditions consistent with
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Your rights and obligations under this Agreement.
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2.2 Subcontractor. You may disclose Material to your
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subcontractor for its work on Your Product under an agreement
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preventing the subcontractor from disclosing Material to others.
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You will be liable for the acts or omissions of your subcontractor,
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including unauthorized disclosure of confidential information.
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2.3 Restrictions. Except as authorized above, you will not: (a) use
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or modify Material in any other way; (b) reverse engineer,
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decompile, or disassemble Material provided as object code
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(except as required by applicable law or under an applicable open
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source license), or (c) use Material to violate or aid in the violation
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of any international human right.
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2.4 No Implied License. Except for the express license in Section
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2.1 Intel does not grant you (i) any express or implied license
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under any legal theory, or (ii) or any license to make, have made,
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use, sell, offer for sale, import, or otherwise dispose of any Intel
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technology or third-party products, or perform any patented
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process, even if referenced in the Material. Any other licenses
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from Intel require additional consideration. Nothing in this
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Agreement requires Intel to grant any additional license.
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2.5 Feedback. If you give Intel comments or suggestions related
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to Intel Components or Intel confidential information provided in
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connection with this Agreement, including Material, Intel can use
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them in any way and disclose them to anyone, without payment
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or other obligations to you.
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2.6 Open Source Licenses. The Material may include software
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subject to an open source license, including Open Source Initiative
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approved licenses (http://www.opensource.org). Nothing in this
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Agreement limits or grants any rights under, or that supersede,
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the terms of any applicable open source license.
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2.7 Third-Party Software. Your use of certain third-party
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software with or within the Material is subject to your compliance
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with licensing you obtain directly from that third-party. A listing of
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any such third-party software may accompany the Material.
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3 CONFIDENTIALITY. The terms of this Agreement and the
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Material are Intel confidential information and subject to your
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valid corporate non-disclosure agreement with Intel (CNDA).
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Except as authorized in Section 2.1, you must not disclose this
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information to anyone, including the U.S. government. This
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Agreement will not become effective, or will automatically
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terminate, in the absence of a CNDA. This Agreement will take
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precedence in the event of a conflict with the CNDA.
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4 OWNERSHIP. Ownership of the Material and related intellectual
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property rights is unchanged. You must maintain all copyright or
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other proprietary notices in the Material.
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5 NO WARRANTY. The Material is provided “as is,” without any
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express or implied warranty of any kind including warranties of
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merchantability, non-infringement, title, or fitness for a
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particular purpose. The Material may be pre-release and may
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not be fully functional. Intel is not required to maintain, update,
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or support any Material.
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6 LIMITATION ON LIABILITY. Your use of Material is at your own
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risk. Intel will not be liable to you under any legal theory for any
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losses or damages in connection with the Material or your use of
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Material, including consequential damages, even if the
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possibility of damages was foreseeable or known. If any liability
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is found, Intel’s total, cumulative liability to you for all claims
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arising from or related to this Agreement will not exceed $100.00
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U.S. These liability limitations are a fundamental basis of our
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bargain and Intel would not have entered into this Agreement
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without them.
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7 INDEMNITY. You will indemnify, defend, and hold Intel harmless
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from any allegation against Intel arising in connection with your
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use of Material and you will pay all of Intel’s losses, liabilities, and
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costs (including reasonable attorneys’ fees) arising from the
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allegation.
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8 PRIVACY; DATA COLLECTION.
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8.1 Privacy. Intel’s Privacy Notice governs how Intel may process
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personal information related to your use of Material (see
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https://www.intel.com/privacy). Intel may collect identifying
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information during registration and information on your use of
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Material (see “Information You Provide to Intel Voluntarily” and
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“Device and Product Operation” sections).
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8.2 Data Collection. Some Material may generate, collect, and
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transmit to Intel information to help improve Intel’s products and
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services, to verify your license rights to Material, or for other
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stated purposes. Information collected may include Intel
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Component or Material name and version, time of event
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collection, license or support type, installation status,
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performance, and use. Intel’s use of information may include
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combination of the information collected from you with other
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information.
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9 GENERAL.
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9.1 Assignment. You may not assign your rights or obligations
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under this Agreement without Intel’s prior written consent. No
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third party will have any rights under this Agreement.
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9.2 Dispute Resolution. If we have a dispute regarding this
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Agreement (other than for misappropriation of trade secrets or
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breaches of confidentiality obligations), neither party can file a
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lawsuit or other regulatory proceeding before the complaining
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party provides the other party a detailed notice of the dispute and
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our senior managers attempt to resolve the dispute. If our senior
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managers cannot resolve the dispute in 30 days, either party may
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demand mediation in which we will then try to resolve the dispute
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with an impartial mediator. If our dispute is not resolved within 60
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days after the mediation demand, either party may begin
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litigation.
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9.3 Governing Law; Jurisdiction. This Agreement is governed by
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USA and Delaware law without regard to conflict of laws
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principles. The United Nations Convention on Contracts for the
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International Sale of Goods does not apply. Except for claims for
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misappropriation of trade secrets or breach of confidentiality
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obligations, all disputes and actions arising out of or related to this
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Agreement are subject to the exclusive jurisdiction of the state
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and federal courts in Wilmington, Delaware and you consent to
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personal jurisdiction in those courts.
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9.4 Compliance with Laws. The Material is subject to, and You
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must comply with, applicable government laws and regulations,
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including without limitation U.S. and worldwide trade regulations
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prohibiting the export, import, or transfer Material to any
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prohibited or sanctioned country, person, or entity. You must not
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use Material for the development, design, manufacture, or
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production of nuclear, missile, chemical, or biological weapons.
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9.5 Severability. If a court holds a provision of this Agreement
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unenforceable, the court will modify that provision to the
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minimum extent necessary to make it enforceable or, if necessary,
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to sever that provision. The rest of the Agreement remains
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enforceable.
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9.6 Waiver. No waiver of any provision of this Agreement will be
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valid unless in a writing specifying the waived provision signed by
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an authorized representative of the waiving party. A signed waiver
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will not constitute waiver of any other provision. Failure or delay
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in enforcing any provision will not operate as a waiver.
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9.7 Entire Agreement. Except for any non-disclosure agreement
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between you and Intel, this Agreement constitutes the entire
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agreement, and supersedes all prior and contemporaneous
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agreements, between Intel and you concerning its subject matter.
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10 TERM; TERMINATION; SURVIVAL.
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10.1 Term. This Agreement begins upon your acceptance of its
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terms and continues until terminated under Sections 3 or 10.2.
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10.2 Termination. Either party may terminate this Agreement,
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with 30 days written notice, at any time for any reason. This
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Agreement will automatically terminate upon (a) your breach of
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the Agreement, (b) a claim that you do not have authority to bind
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your employer to these terms, or (c) your assertion that any Intel
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Component, Material, or product based on any Intel Component
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or Material infringes your patents.
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10.3 Effect of Termination. Upon termination of the Agreement,
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the licenses to you will immediately terminate and you must cease
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using any Material and destroy all copies in your possession and
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direct your subcontractors to do the same. Termination of this
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Agreement will not terminate the CNDA.
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10.4 Survival. All sections except Section 2.1 survive termination
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of this Agreement.
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Limited Distribution License Agreement [v2022.12.20]
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