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227 lines
11 KiB
227 lines
11 KiB
6 years ago
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# Fiduciary License Agreement 2.0
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Thank you for your interest in contributing to Simple Rules Company's Harmony
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("We" or "Us").
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The purpose of this contributor agreement ("Agreement") is to clarify and
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document the rights granted by contributors to Us. By Your Submission of your
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Contribution to Us, You and We mutually agree to the terms and conditions of
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this Agreement.
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## 0. Preamble
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Software is deeply embedded in all aspects of our lives and it is important
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that it empower, rather than restrict us. Free Software gives everybody the
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rights to use, understand, adapt and share software. These rights help support
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other fundamental freedoms like freedom of speech, press and privacy.
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Development of Free Software can follow many patterns. In some cases whole
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development is handled by a sole programmer or a small group of people. But
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usually, the creation and maintenance of software is a complex process that
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requires the contribution of many individuals. This also affects who owns the
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rights to the software. In the latter case, rights in software are owned
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jointly by a great number of individuals.
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To tackle this issue some projects require a full copyright assignment to be
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signed by all contributors. The problem with such assignments is that they
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often lack checks and balances that would protect the contributors from
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potential abuse of power from the new copyright holder.
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FSFE’s Fiduciary License Agreement (FLA) was created by the Free Software
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Foundation Europe e.V. with just that in mind – to concentrate all deciding
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power within one entity and prevent fragmentation of rights on one hand, while
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on the other preventing that single entity from abusing its power. The main
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aim is to ensure that the software covered under the FLA will forever remain
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Free Software.
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This process only serves for the transfer of economic rights. So-called moral
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rights (e.g. authors right to be identified as author) remain with the original
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author(s) and are inalienable.
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## How to use this FLA
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If You are an employee and have created the Contribution as part of your
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employment, You need to have Your employer approve this Agreement or sign the
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Entity version of this document. If You do not own the Copyright in the entire
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work of authorship, any other author of the Contribution should also sign this
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– in any event, please contact Us at cla@harmony.one
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## 1. Definitions
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*"You"* means the individual Copyright owner who Submits a Contribution to Us.
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*"Contribution"* means any original work of authorship, including any original
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modifications or additions to an existing work of authorship, Submitted by You
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to Us, in which You own the Copyright.
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*"Copyright"* means all rights protecting works of authorship, including
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copyright, moral and neighboring rights, as appropriate, for the full term of
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their existence.
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*"Material"* means the software or documentation made available by Us to third
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parties. When this Agreement covers more than one software project, the
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Material means the software or documentation to which the Contribution was
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Submitted. After You Submit the Contribution, it may be included in the
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Material.
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*"Submit"* means any act by which a Contribution is transferred to Us by You by
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means of tangible or intangible media, including but not limited to electronic
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mailing lists, source code control systems, and issue tracking systems that are
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managed by, or on behalf of, Us, but excluding any transfer that is
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conspicuously marked or otherwise designated in writing by You as "Not a
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Contribution."
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*"Documentation"* means any non-software portion of a Contribution.
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## 2. License grant
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### 2.1 Copyright license to Us
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Subject to the terms and conditions of this Agreement, You hereby grant to Us a
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worldwide, royalty-free, exclusive, perpetual and irrevocable (except as stated
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in Section 8.2) license, with the right to transfer an unlimited number of
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non-exclusive licenses or to grant sublicenses to third parties, under the
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Copyright covering the Contribution to use the Contribution by all means,
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including, but not limited to:
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* publish the Contribution,
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* modify the Contribution,
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* prepare derivative works based upon or containing the Contribution and/or to
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combine the Contribution with other Materials,
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* reproduce the Contribution in original or modified form,
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* distribute, to make the Contribution available to the public, display and
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publicly perform the Contribution in original or modified form.
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### 2.2 Moral rights
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Moral Rights remain unaffected to the extent they are recognized and not
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waivable by applicable law. Notwithstanding, You may add your name to the
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attribution mechanism customary used in the Materials you Contribute to, such
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as the header of the source code files of Your Contribution, and We will
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respect this attribution when using Your Contribution.
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### 2.3 Copyright license back to You
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Upon such grant of rights to Us, We immediately grant to You a worldwide,
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royalty-free, non-exclusive, perpetual and irrevocable license, with the right
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to transfer an unlimited number of non-exclusive licenses or to grant
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sublicenses to third parties, under the Copyright covering the Contribution to
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use the Contribution by all means, including, but not limited to:
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* publish the Contribution,
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* modify the Contribution,
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* prepare derivative works based upon or containing the Contribution and/or to
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combine the Contribution with other Materials,
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* reproduce the Contribution in original or modified form,
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* distribute, to make the Contribution available to the public, display and
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publicly perform the Contribution in original or modified form.
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This license back is limited to the Contribution and does not provide any
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rights to the Material.
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## 3. Patents
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### 3.1 Patent license
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Subject to the terms and conditions of this Agreement You hereby grant to Us
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and to recipients of Materials distributed by Us a worldwide, royalty-free,
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non-exclusive, perpetual and irrevocable (except as stated in Section 3.2)
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patent license, with the right to transfer an unlimited number of non-exclusive
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licenses or to grant sublicenses to third parties, to make, have made, use,
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sell, offer for sale, import and otherwise transfer the Contribution and the
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Contribution in combination with any Material (and portions of such
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combination). This license applies to all patents owned or controlled by You,
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whether already acquired or hereafter acquired, that would be infringed by
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making, having made, using, selling, offering for sale, importing or otherwise
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transferring of Your Contribution(s) alone or by combination of Your
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Contribution(s) with any Material.
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### 3.2 Revocation of patent license
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You reserve the right to revoke the patent license stated in section 3.1 if We
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make any infringement claim that is targeted at your Contribution and not
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asserted for a Defensive Purpose. An assertion of claims of the Patents shall
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be considered for a "Defensive Purpose" if the claims are asserted against an
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entity that has filed, maintained, threatened, or voluntarily participated in a
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patent infringement lawsuit against Us or any of Our licensees.
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## 4. License obligations by Us
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We agree to (sub)license the Contribution or any Materials containing, based on
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or derived from your Contribution under the terms of any licenses the Free
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Software Foundation classifies as Free Software License and which are approved
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by the Open Source Initiative as Open Source licenses.
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We agree to license patents owned or controlled by You only to the extent
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necessary to (sub)license Your Contribution(s) and the combination of Your
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Contribution(s) with the Material under the terms of any licenses the Free
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Software Foundation classifies as Free Software licenses and which are approved
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by the Open Source Initiative as Open Source licenses..
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## 5. Disclaimer
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THE CONTRIBUTION IS PROVIDED "AS IS". MORE PARTICULARLY, ALL EXPRESS OR
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IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
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SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE
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EXPRESSLY DISCLAIMED BY YOU TO US AND BY US TO YOU. TO THE EXTENT THAT ANY
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SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION AND
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EXTENT TO THE MINIMUM PERIOD AND EXTENT PERMITTED BY LAW.
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## 6. Consequential damage waiver
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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOU OR WE
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BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA,
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INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES ARISING OUT
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OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT
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OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
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## 7. Approximation of disclaimer and damage waiver
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IF THE DISCLAIMER AND DAMAGE WAIVER MENTIONED IN SECTION 5. AND SECTION 6.
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CANNOT BE GIVEN LEGAL EFFECT UNDER APPLICABLE LOCAL LAW, REVIEWING COURTS SHALL
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APPLY LOCAL LAW THAT MOST CLOSELY APPROXIMATES AN ABSOLUTE WAIVER OF ALL CIVIL
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OR CONTRACTUAL LIABILITY IN CONNECTION WITH THE CONTRIBUTION.
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## 8. Term
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8.1 This Agreement shall come into effect upon Your acceptance of the terms and
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conditions.
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8.2 This Agreement shall apply for the term of the copyright and patents
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licensed here. However, You shall have the right to terminate the Agreement if
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We do not fulfill the obligations as set forth in Section 4. Such termination
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must be made in writing.
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8.3 In the event of a termination of this Agreement Sections 5., 6., 7., 8.,
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and 9. shall survive such termination and shall remain in full force
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thereafter. For the avoidance of doubt, Free and Open Source Software
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(sub)licenses that have already been granted for Contributions at the date of
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the termination shall remain in full force after the termination of this
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Agreement.
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## 9. Miscellaneous
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9.1 This Agreement and all disputes, claims, actions, suits or other
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proceedings arising out of this agreement or relating in any way to it shall be
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governed by the laws of the State of California, in the United States of
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America excluding its private international law provisions.
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9.2 This Agreement sets out the entire agreement between You and Us for Your
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Contributions to Us and overrides all other agreements or understandings.
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9.3 In case of Your death, this agreement shall continue with Your heirs. In
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case of more than one heir, all heirs must exercise their rights through a
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commonly authorized person.
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9.4 If any provision of this Agreement is found void and unenforceable, such
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provision will be replaced to the extent possible with a provision that comes
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closest to the meaning of the original provision and that is enforceable. The
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terms and conditions set forth in this Agreement shall apply notwithstanding
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any failure of essential purpose of this Agreement or any limited remedy to the
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maximum extent possible under law.
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9.5 You agree to notify Us of any facts or circumstances of which you become
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aware that would make this Agreement inaccurate in any respect.
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