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191 lines
11 KiB
191 lines
11 KiB
IMPORTANT - READ CAREFULLY
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1 AGREEMENT
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1.1 This Digium End-User Purchase and License Agreement (the "Agreement") is a
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legal agreement between Digium and the licensee and purchaser respectively
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(hereinafter, "you", "You" or "your") of the Digium distribution media,
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embedded software and related documentation (the "Software"), Digium services
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(the "Services"), and related manuals (collectively the "Products"). BY
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INSTALLING THE SOFTWARE, YOU AGREE TO AND ACCEPT THE TERMS AND CONDITIONS OF
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THIS AGREEMENT. If you do not accept, or are not authorized to accept the terms
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and conditions of this Agreement, then you should not install the Software and
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should remove any installed Software from your computer.
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2 GRANT OF LICENSE
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2.1 Subject to your compliance with its obligations herein, Digium hereby
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grants you a limited, non-transferable, non-exclusive, non-sublicensable
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license to the Software for use with Zaptel software for internal business
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purposes and not for resale, sublicense, or leasing to third-parties.
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"Software" shall include any upgrades, updates, bug fixes or modified version
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("Upgrades") or backup copies of the Software supplied to you by Digium
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provided you hold a valid license key to the original Software and have paid
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any applicable fee for Upgrades.
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2.2 Notwithstanding the foregoing, you acknowledge that certain components of
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the Software may be covered by so-called "open source" software licenses
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("Open Source Components"). Digium will provide a list of Open Source
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Components for a particular version of the Software upon your request. To the
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extent required by the licenses covering Open Source Components, the terms of
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such licenses will apply in lieu of the terms of this Agreement, and Digium
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hereby represents and warrants that the licenses granted to such Open Source
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Components will be no less broad than the license granted in this Section 2.
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To the extent the terms of the licenses applicable to Open Source Components
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prohibit any of the restrictions in this Agreement with respect to such Open
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Source Component, such restrictions will not apply to such Open Source
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Component.
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2.3 "Key" refers to the unique registration code provided by Digium to enable
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the Licensee to use the Software. You may use one copy of the Software
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registered with a registration key, provided by Digium, on a single computer
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owned, leased, or otherwise controlled by you at a single time. If you have
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multiple registration keys for the Software you may use the Software on as
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many computers as you have keys. The Software may not be used on or
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distributed to a greater number of computers than you have registration keys.
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3 RESERVATION OF RIGHTS
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3.1 Except for the limited license rights expressly granted in this Agreement,
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Digium reserves all rights in and to the Software and any modifications
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thereto, including title, ownership, trademark, copyright, patent, trade secret
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and any other rights and interests. You will own only the physical media on
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which the Software and associated documentation are reproduced and distributed.
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4 LIMITED WARRANTY - SOFTWARE
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4.1 .Digium warrants only that the media on which Digium delivers the Software
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will be free of physical defects for a period of ninety (90) days or will be
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replaced by Digium. Except as otherwise agreed by Digium in writing, the
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replacement Software is subject to the terms and conditions of this Agreement.
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If Digium determines in its sole discretion that a defect cannot be corrected,
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or that it is not practical to replace the Software, the price paid by the
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original licensee for the Software will be refunded by Digium to you and the
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license grant automatically terminated, in which case you will promptly return
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to Digium or destroy the Software and any copies in your possession.
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5 WARRANTY DISCLAIMERS
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5.1 The limited warranty provided by Digium does not cover (i) Products that
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have been subjected to misuse, tampering, modification, experimentation,
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alteration, negligence, faulty installation; (ii) Products with the model or
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serial number altered, tampered with, or removed; (iii) Initial installation,
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installation and removal of the Product for repair, and shipping costs;
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(iv) Configuration of the Product; (v) Damage that occurs in shipment due to
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act of God, failures due to power surges, and cosmetic damage; (vi) Any
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hardware, software, firmware or other materials or services provided by anyone
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other than Digium; or (vii) Repair by anyone other than Digium or Digium's
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authorized representative. Unless under a current Services contract with
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Digium, you shall not upgrade or update Product using software of any origin
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except commercial versions of the Software released to you by Digium or its
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authorized distributors from time to time. THE PRODUCT IS PROVIDED WITHOUT ANY
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IMPLIED WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY
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IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
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NON-INFRINGEMENT. EXCEPT AS EXPRESSLY COVERED UNDER THE LIMITED WARRANTY
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PROVIDED HEREIN, THE ENTIRE RISK AS TO THE QUALITY, SELECTION AND PERFORMANCE
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OF THE PRODUCT IS YOURS.
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6 RETURN MATERIAL AUTHORIZATION
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6.1 If returning a Product under the limited warranty, you must include with
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the Product a written description of the physical defect or in sufficient
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detail to allow Digium to confirm such determination. Prior to returning a
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Product under limited warranty to Digium, the original purchaser must obtain a
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Return Material Authorization ("RMA") in accordance with the Digium policy in
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effect at the time as published on the Digium web site. Digium will not be
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obligated to accept returns of any Software that has been activated or
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otherwise used.
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7 LIMITATION OF LIABILITY
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7.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIGIUM IS NOT LIABLE UNDER ANY
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CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR
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ANY LOSS OF USE OF THE PRODUCT, INCONVENIENCE OR INDIRECT DAMAGES OF ANY
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CHARACTER, WHETHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL (INCLUDING, BUT NOT
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LIMITED TO, LOSS OF REVENUE OR PROFIT, WORK STOPPAGE, COMPUTER FAILURE OR
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MALFUNCTION, FAILURE OF CONNECTED EQUIPMENT OR PROGRAMS, LOSS OF INFORMATION
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OR DATA OR LOSS OF GOODWILL) RESULTING FROM THE USE OF THE PRODUCT, RELATING
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TO WARRANTY SERVICE, OR ARISING OUT OF ANY BREACH OF THIS AGREEMENT, EVEN IF
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DIGIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE REMEDY FOR
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A BREACH OF THE FOREGOING LIMITED WARRANTY IS REPAIR, REPLACEMENT OR REFUND OF
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THE THE MAXIMUM LIABILITY OF DIGIUM UNDER THIS DEFECTIVE PRODUCT. IN NO EVENT
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SHALL THE REMEDY RELATED TO THIS AGREEMENT EXCEED THE PURCHASE PRICE OF THE
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APPLICABLE PRODUCT. THE FOREGOING EXPRESS LIMITED WRITTEN WARRANTY AND REMEDIES
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ARE EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTIES OR REMEDIES, EXPRESS, IMPLIED
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OR STATUTORY.
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8 PROPRIETARY WORKS
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8.1 The Products contain trademarks, trade secrets and/or copyrighted materials
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of Digium or its suppliers.
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8.2 You agree not to reverse engineer, decompile, or disassemble the Software,
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except to the extent such restriction is expressly prohibited by applicable
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law. You shall not disclose or make available such trade secrets or copyrighted
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material in any form to any third party nor remove any trademark notices,
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copyright notices, or licensing terms from the Software or any components
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therein.
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8.3 You will not, without Digium written consent, use the name, trademarks,
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trade names or logos of Digium, or the name of any product or service of
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Digium, in any manner. If Digium grants you a right to use the aforementioned,
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you will do so only in strict compliance with Digium's usage policies.
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9 TERMINATION
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9.1 This Agreement shall terminate upon removal of the Products from your
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server and either destruction of the Products or return of the Products by you
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to Digium. In the event of a breach of the scope of use permitted by the grant
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in Section 2, or if you do not comply with other materials terms and conditions
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of this Agreement, Digium shall have the right to immediately terminate this
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Agreement, in which case you must promptly remove the Software from your
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servers and destroy or return all copies to Digium. Notwithstanding the
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foregoing, the provisions of Sections 5, 6, 7, 10, 11, 12, 13 and 14 shall
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survive termination of this Agreement.
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10 EXPORT RESTRICTION
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10.1 You acknowledge that the Software, with the possible exception of certain
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third-party components, is of U.S. origin. You agree to comply with applicable
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domestic and international laws that apply to the Software, including the U.S.
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Export Administration Regulations and other limitations issued by U.S. and
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foreign governments.
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11 TRANSFER AND ASSIGNMENT
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11.1 This Agreement and the rights and obligations under it are not assignable
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by you without the prior written approval of Digium, voluntarily or by
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operation of law. Any attempt by you to assign this Agreement without such
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approval shall be void. This Agreement shall inure to the benefit of the
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successors and assigns of Digium. Notwithstanding the foregoing, you may move
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the Software to different internal computers to the extent consistent with the
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scope of license you have purchased to the Software.
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12 U.S. GOVERNMENT USERS
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12.1 The Software and documentation qualify as "commercial items" as defined at
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48 C.F.R. 2.101 and 48 C.F.R. 12.212. All Government users acquire the Software
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and documentation with only those rights herein that apply to non-governmental
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customers of Digium.
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13 GOVERNING LAW AND JURISDICTION
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13.1 This Agreement is to be construed in accordance with and governed by laws
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of the State of Alabama, excluding its conflict of law provisions. Digium and
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you agree to submit to the personal and exclusive jurisdiction of, and agree
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that venue is proper in, the Alabama State or Federal Courts located in the
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County of Jefferson, Alabama, for any such legal action or proceeding. The
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United Nations Convention on International Sale of Goods, the application of
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which is expressly excluded, does not govern this Agreement.
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14 ENTIRE AGREEMENT
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14.1 This Agreement constitutes the entire understanding between the parties
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relating to the subject matter hereof and supersede all prior writings,
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negotiations or understandings with respect thereto. The provisions of this
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Agreement shall take precedence over any conflicting terms in any subsequent
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purchase order, documentation or collateral. Any modifications to this
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Agreement shall be reflected in a written agreement between the parties. The
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parties agree that this Agreement may be executed electronically and that
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electronic copies of this Agreement shall be binding upon the parties.
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