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199 lines
9.9 KiB
199 lines
9.9 KiB
SILK PATENT LICENSE
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PLEASE READ THIS SKYPE SILK PATENT LICENSE AGREEMENT (THE "LICENSE
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AGREEMENT") CAREFULLY BEFORE USING OR EXPLOITING THE SKYPE SILK CODEC
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(THE "SILK CODEC"). THIS LICENSE AGREEMENT GRANTS YOU CERTAIN LIMITED
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RIGHTS UNDER SKYPE PATENTS TO USE AND EXPLOIT THE SILK CODEC. THE
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SOFTWARE CODE AND COPYRIGHTS FOR SKYPE'S SOFTWARE IMPLEMENTATION OF
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THE SILK CODEC (THE "SKYPE SILK SOFTWARE") ARE LICENSED SEPARATELY,
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AND THIS LICENSE AGREEMENT APPLIES ONLY TO SKYPE'S PATENT RIGHTS IN
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THE SILK CODEC.
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NO OTHER SKYPE AGREEMENT GRANTS YOU ANY RIGHT, EXPRESS OR IMPLIED,
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UNDER SKYPE PATENTS WITH RESPECT TO THE SILK CODEC. SKYPE IS WILLING
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TO GRANT YOU THE LIMITED PATENT LICENSE SET FORTH HEREIN ONLY UPON THE
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CONDITION THAT YOU EXPRESSLY ACCEPT AND COMPLY WITH THE TERMS AND
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CONDITIONS OF THIS LICENSE AGREEMENT.
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BY CLICKING "I AGREE" BELOW, YOU INDICATE THAT YOU UNDERSTAND THIS
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LICENSE AGREEMENT AND AGREE TO ALL OF ITS TERMS. IF YOU DO NOT ACCEPT
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AND AGREE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT, THEN SKYPE IS
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UNWILLING TO GRANT YOU ANY RIGHTS UNDER SKYPE PATENTS WITH RESPECT TO
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THE SILK CODEC AND SKYPE RESERVES THE RIGHT TO ENFORCE ITS PATENT
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RIGHTS AGAINST YOU AND ANY USE OR EXPLOITATION YOU MAY MAKE OF THE
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SILK CODEC.
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1. Definitions
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"Affiliate" means, with respect to any entity, any other entity
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directly or indirectly controlling or controlled by, or under direct
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or indirect common control with such entity.
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"Compare Tool" means the tool supplied with the Skype Silk Software
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for comparing the decoder output Test Vectors provided by Skype with
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the output of a decoder part of a Licensed Product to determine
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whether the Licensed Product is Fully Compatible. The output of the
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Compare Tool will be either a "pass" or "fail" based on fixed
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thresholds hardcoded into the Compare Tool.
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"Compatibility Test" means the test script supplied with the Skype
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Silk Software to determine whether a Licensed Product is Fully
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Compatible. At the user's request, the test script will invoke the
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decoder of the Licensed Product, input the encoder output Test
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Vectors, and compare the output from the Licensed Product with the
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decoder output Test Vectors using the Compare Tool.
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"Fully Compatible" means that (i) upon successfully running the
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Compatibility Test on a Licensed Product, the Compare Tool indicates
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that the Licensed Product has passed the test; and (ii) the use of
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such Licensed Product with the Skype Silk Software does not create or
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result in any errors or bugs or otherwise negatively impair or
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negatively impact the functioning or operation of the Skype Silk
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Software.
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"Licensed Patents" means patents, patent applications and other patent
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rights owned or controlled by Skype or its Affiliates that would be
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infringed by any unlicensed manufacture, use, sale, offer for sale or
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importation of the Silk Codec that is implemented by the Skype Silk
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Software made publicly available by Skype at
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http://developer.skype.com/silk.
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"Licensed Products" means products having encoder and/or decoder
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functionality based on a version of the Silk Codec released prior to
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the date set forth at the top of this License Agreement (a) the
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unlicensed manufacture, use, sale, offer for sale or importation of
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which would infringe any issued, unexpired claim or pending claim
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contained in the Licensed Patents in the country in which any such
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product is made, used, imported, offered for sale or sold and (b) that
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are Fully Compatible with the most current version of the Skype Silk
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Software made publicly available by Skype at
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http://developer.skype.com/silk at the time you entered into this
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License Agreement.
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"Skype" means Skype Software S.a.r.l., a Luxembourg corporation.
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"Test Vector" means the bit representation of a signal provided by
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Skype with the Skype Silk Software.
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2. License and Restrictions
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2.1 License Grant. Subject to your compliance with the terms and
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conditions of this License Agreement, Skype hereby grants you a
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non-exclusive, non-transferable license under the Licensed Patents to
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use, make, have made, sell, offer for sale, and import Licensed
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Products. The license rights granted under this Section 2.1 will
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remain in force and effect until the earlier of (i) termination of
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this License Agreement in accordance with its terms or (ii) expiration
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of the last to expire of the Licensed Patents.
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2.2 No Technology Transfer Obligation. Nothing in this License
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Agreement will be deemed to require Skype to furnish any technology,
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information, materials or services of any kind.
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2.3 No Other Rights. Nothing in this License Agreement will be deemed
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to confer on you, by implication, estoppel or otherwise, any license
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or other right under any patent or other intellectual property rights
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of Skype, except as expressly granted herein.
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3. Non-Assert
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3.1 You agree that you will not, and you will procure that your
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Affiliates, officers, employees and assignees will not, assert or
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otherwise claim or allege infringement of any patents or patent rights
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capable of being infringed by use, manufacture, marketing, making,
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having made, keeping, disposing of, offering to dispose of,
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distribution, sale, offering for sale or importation of (i) the Silk
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Codec or any other or modified version thereof as such or on any
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device or (ii) any combination of the Silk Codec or any other or
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modified version thereof with any hardware and/or software, against
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(a) Skype or its Affiliates, (b) any direct or indirect licensee of
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Skype or any Affiliate of Skype, or (c) distributors, customers and
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end users of any of the foregoing.
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3.2 You shall be released from the non-assertion obligation under
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Section 3.1 in relation to any beneficiary (but not in relation to
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other beneficiaries) of Section 3.1 that asserts any patent against
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you for your use of the Skype Silk Software.
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4. No Warranty
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4.1 Skype, its Affiliates, officers, employees and agents, make no
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representations or warranties that Licensed Patents are or will be
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held valid or enforceable, or that the manufacture, importation, use,
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offer for sale, sale or other distribution of any Licensed Products
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will not infringe upon any patent or other rights.
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4.2 SKYPE, ITS AFFILIATES, OFFICERS, EMPLOYEES AND AGENTS, MAKE NO
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REPRESENTATIONS, EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR
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IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
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MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ASSUME NO
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RESPONSIBILITIES WHATEVER WITH RESPECT TO DESIGN, DEVELOPMENT,
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MANUFACTURE, USE, SALE OR OTHER DISPOSITION OF ANY LICENSED PRODUCTS.
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4.3 YOU ASSUME THE ENTIRE RISK AS TO PERFORMANCE OF LICENSED PRODUCTS.
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In no event shall Skype, its Affiliates, officers, employees and
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agents, be responsible or liable for any direct, indirect, special,
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incidental, or consequential damages or lost profits or other economic
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loss or damage with respect to Licensed Products or your exercise of
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any rights granted herein, regardless of legal or equitable theory.
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The above limitations on liability apply even though Skype, its
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Affiliates, officers, employees or agents may have been advised of the
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possibility of such damage.
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4.4 You agree not to make any statements, representations or
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warranties whatsoever to any person or entity, or accept any
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liabilities or responsibilities whatsoever from any person or entity
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that are inconsistent with any disclaimer or limitation included in
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this Section 4.
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5. Termination
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5.1 Skype may terminate this License Agreement and any rights granted
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hereunder in the event that you or any of your Affiliates (i)
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materially breaches any of the terms and conditions of this Agreement;
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or (ii) asserts any patent or patent rights against Skype, its
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Affiliates, or its or their successors or assigns.
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5.2 Sections 1, 3, 4, 5.2, 6, and 7 will survive any termination or
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expiration of this Agreement.
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6. Governing Law
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This License Agreement will be governed by and construed in accordance
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with the laws of the State of California and the United States of
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America, without regard to or application of conflicts of law rules or
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principles. The United Nations Convention on Contracts for the
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International Sale of Goods will not apply. Any dispute, controversy
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or claim arising out of or relating to this License Agreement shall be
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adjudicated in the state or federal courts located in Santa Clara
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County, California, and you expressly consent to the exclusive
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personal jurisdiction and venue therein. Notwithstanding the
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foregoing, Skype shall have the right to seek injunction or any other
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equitable or similar relief from any court of competent jurisdiction.
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Any monetary award shall be payable in United States dollars.
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7. General
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You may not assign, novate or transfer this License Agreement or any
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rights granted hereunder, by operation of law or otherwise, without
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Skype's prior written consent, and any attempt by you to do so,
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without such consent, will be void and of no effect. Skype may assign,
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transfer or otherwise dispose of any rights or obligations under this
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Agreement or novate this License Agreement to any third party. Except
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as expressly set forth in this License Agreement, the exercise by
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either party of any of its remedies under this License Agreement will
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be without prejudice to its other remedies under this License
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Agreement or otherwise. The failure by Skype to enforce any provision
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of this License Agreement will not constitute a waiver of future
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enforcement of that or any other provision. Any waiver, modification
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or amendment of any provision of this License Agreement will be
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effective only if in writing and signed by authorized representatives
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of both parties. If any provision of this License Agreement is held to
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be unenforceable or invalid, that provision will be enforced to the
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maximum extent possible and the other provisions will remain in full
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force and effect. This License Agreement is the complete and exclusive
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understanding and agreement between the parties regarding its subject
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matter, and supersedes all proposals, understandings or communications
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between the parties, oral or written, regarding its subject matter,
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unless you and Skype have executed a separate agreement.
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