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SNOWBALL CLICK-WRAP LIMITED LICENSE AGREEMENT FOR APPLICATION DEVELOPERS
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("Agreement") ST-Ericsson 2011-10-27
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This Agreement is a legally binding contract between you - either an
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individual or a legal entity - (hereinafter referred to as "Licensee")
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and ST-Ericsson SA, a company incorporated under the laws of
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Switzerland (hereinafter referred to as "ST-Ericsson").
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IMPORTANT - PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY. THIS IS A
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LEGALLY BINDING AGREEMENT. BY CLICKING THE "ACCEPT" BUTTON BELOW, OR
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BY DOWNLOADING OR INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU
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AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE
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TO THE TERMS OF THIS AGREEMENT OR ARE NOT AUTHORISED TO ACCEPT AND
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AGREE TO THE TERMS OF THE AGREEMENT, DO NOT DOWNLOAD, INSTALL OR
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OTHERWISE USE THE SOFTWARE.
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ST-Ericsson and Licensee are each hereinafter also referred to as the
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"Party" and, collectively, as the "Parties."
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1.1 Wherever used in this Agreement, the following terms shall have
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the meanings set forth below:
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"Licensee's Applications" means applications and other software
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developed by Licensee which are intended to interface with and/or run
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"Limited License Purpose" shall mean the limited license granted under Article 2.1 below.
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"Snowball Kit" means the hardware products "SKY-S9500-ULP-Cxy"
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where x and y are integers between "0" and "9".
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"Software" shall mean the ST-Ericsson's software for the A9500
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platform delivered in binary or in source for the related header
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files, including any copies and new releases thereof.
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1.2 Other capitalized expressions used in this Agreement shall have
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the meanings respectively assigned to them elsewhere in this
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1.3 Words indicating the singular only also include the plural and
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vice-versa, where the context so requires.
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1.4 The headings of the Articles in this Agreement are for convenience
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only and shall not affect the interpretation of this Agreement.
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<h2>2 LICENSE GRANT</h2>
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2.1 Subject to the terms and conditions in this Agreement, STEricsson
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hereby grants to Licensee a non-exclusive, non-transferable, limited
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license to use and reproduce the Software solely to the extent
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required in order to (i) develop Licensee's Applications that
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interface with and/or run with the Snowball Kit; and (ii) integrate
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the Software with Licensee Application and/or third party software;
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and (iii) conduct development testing of the Licensee's Applications'
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or third party software operation in conjunction with the Snowball Kit
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and/or Licensee's demonstration of such Licensee's Applications in
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conjunction with the Snowball Kit (hereinafter "Limited License
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Purpose"). The Licensee is entitled to flash the Software on a
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commercial product containg the Snowball Kit. The aforesaid license to
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the Software is provided that all and any use of the Software is
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solely and exclusively used on the Snowball Kit.
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2.2 Some portion of the Software might contain Open Source
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Software. Such Open Source Software might be subject to Open Source
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Terms applicable for each such portion, as further specified in the
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Software. Such Open Source Software is supplied to Licensee solely
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under the applicable Open Source Terms and is not subject to the terms
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2.3 Licensee shall not, and shall not permit any third party to alter,
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change, modify, adapt, decompile, disassemble, compile or reverse
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engineer or remove or circumvent any protection or other restrictive
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technology mechanism of the the Software and/or any and all parts
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thereof, or otherwise use, sub-license, assign or pledge the Software
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and/or any and all parts thereof other than what is expressly
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permitted in accordance with this Agreement.
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2.4 ST-Ericsson shall retain on behalf of itself or the original owner
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all right title and interest to any ST-Ericsson Intellectual Property
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Rights, including but not limited to any patents, trademarks,
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copyrights, and trade secret rights, and title to copies of any and
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all media bearing the Software or the Snowball Kit and/or any and all
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parts thereof, and the Licensee acquires no interest under this
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Agreement to any ST-Ericsson Intellectual Property Rights or other
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rights other than the Limited License Purpose expressly set forth in
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2.5 Notwithstanding anything to the contrary herein, nothing contained
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hereunder shall be construed as conferring any right, license or
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immunity, either directly or by implication, estoppel or otherwise to
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Licensee or any third party: (i) under any intellectual property
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rights of any third party; specifically, without limiting the
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generality of the foregoing, the sale and use of the Products are not
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licensed under any patents of Telefonaktiebolaget LM Ericsson, or any
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affiliates of such company; (ii) under any intellectual property
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rights of STEricsson other than explicitly granted under in this
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Agreement; or (iii) with respect to any trademark, trade or brand
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name, a corporate name of ST-Ericsson, or any other name or mark, or
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contraction abbreviation or simulation thereof.
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3.1 All deliveries of the Software are EX-WORKS (Incoterms 2000) at
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ST-Ericsson's indicated facility.
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<h2>4 NO REPRESENTATIONS OR WARRANTIES</h2>
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4.1 The Software is delivered "as is" and all representations and
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warranties, express or implied, are hereby disclaimed, including, but
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a) the Software or any part thereof is accurate or reliable for any
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purposes whatsoever; and
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b) the use of the Software does not infringe any rights that may be
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held by a third party in respect of any such information.
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4.2 Licensee acknowledges and agrees that any use of the Software
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and/or the Snowball Kit, or any other part thereof, or any use of
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Licensee's Applications is at Licensee's sole risk.
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<h2>5 WARRANTY DISCLAIMER AND GENERAL LIMITATION OF LIABILITY</h2>
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5.1 THE SOFTWARE AND/OR SNOWBALL KIT AND ANY AND ALL PARTS THEREOF ARE
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PROVIDED "AS IS". ST-ERICSSON MAKES NO REPRESENTATIONS OR WARRANTIES
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WITH RESPECT TO THE SOFTWARE AND/OR SNOWBALL KIT AND OR PARTS THEREOF
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WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED
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WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
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PURPOSE. SPECIFICALLY, WITHOUT LIMITING THE GENERALITY OF THE
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FOREGOING, ST-ERICSSON MAKES NO REPRESENTATION OR WARRANTY THAT (I)
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THE USE OF THE SOFTWARE AND/OR SNOWBALL KIT AND OR PARTS THEREOF WILL
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BE UNINTERRUPTED OR ERROR FREE, AND OR (II) ANY USE AND OR
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DISTRIBUTION OF THE SOFTWARE AND/OR SNOWBALL KIT AND OR PARTS THEREOF,
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WHETHER INTEGRATED INTO OTHER EQUIPMENT OR NOT, ARE FREE FROM
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INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, AND IT
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SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO MAKE SUCH
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DETERMINATION AS IS NECESSARY WITH RESPECT TO THE ACQUISITION OF
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LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD
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PARTIES. CONSEQUENTLY, IN NO EVENT SHALL ST-ERICSSON, ITS AFFILIATES
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OR THEIR SUPPLIERS BE LIABLE TO LICENSEE FOR ANY LOSS OR DAMAGES
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(WHETHER DIRECT, INDRECT OR CONSEQUENTIAL) ARISING FROM ANY USE AND OR
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DISTRIBUTION OF THE SOFTWARE AND/OR SNOWBALL KIT AND OR PARTS THEREOF,
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WHETHER INTEGRATED INTO OTHER EQUIPMENT OR NOT, AND OR ARISING BY
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REASON OF THE FACT THAT THE SOFTWARE AND/OR SNOWBALL KIT AND OR ANY
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PARTS THEREOF ARE DEFECTIVE OR NON-CONFORMING AND OR ARISING FROM THIS
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AGREEMENT AND OR ANY BREACH THEREOF.
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5.2 THE PARTIES AGREE THAT ANY RIGHTS AND REMEDIES THE LICENSEE MAY
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HAVE AND OR ANY OBLIGATIONS THAT ST-ERICSSON MAY HAVE ACCORDING TO LAW
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OR OTHERWISE WITH RESPECT TO ERRORS AND DEFECTS IN THE SOFTWARE AND/OR
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OTHER DELIVERABLES AND/OR IN ANY PART THEREOF SHALL HEREBY BE
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6.1 The license and this Agreement are effective until terminated.
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6.2 Licensee agrees that each of the terms and conditions set out in
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this Agreement are material and that failure of Licensee to comply
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with these terms and conditions shall constitute sufficient cause for
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ST-Ericsson to terminate this Agreement. The aforesaid is without any
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prejudice to other rights ST-Ericsson may have in case of breach of
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6.3 In the event of termination of this Agreement Licensee shall
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immediately destroy all copies of the Software, including all portions
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and derivatives thereof.
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7.1 Licensee recognizes that the Software or any parts thereof may be
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subject to import and export regulations in certain
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countries. Licensee agrees that it will not knowingly export,
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re-export or import products, technology or Software, or any parts
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thereof, of ST-Ericsson, directly or indirectly, to any country to the
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extent export to such country at the time of export requires an export
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license or other governmental approval under any export control laws
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and regulations, without first obtaining such license or approval.
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8 COMPLIANCE WITH LAWS
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8.1 Licensee agrees not to use the Software in violation of, and to
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comply with any and all applicable law, statute, ordinance or other
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9.1 This is the entire agreement between Licensee and ST-Ericsson on
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the subject matter of this Agreement, and supersedes all
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representations, undertakings and agreements previously made between
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the Parties with respect to the subject matter of this Agreement.
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10.1 If a court or agency of competent jurisdiction holds any term of
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this Agreement invalid, illegal, or unenforceable for any reason, the
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remainder of this Agreement shall be valid and enforceable and such
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term shall be substituted by a valid and enforceable provision so as
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to the best accomplish the objectives of such provision in this
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11 GOVERNING LAW AND JURISDICTION
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11.1 This Agreement shall be governed by and construed in accordance
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with the laws of Switzerland, without regard to its conflict of laws
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rules. The application of The United Nations Convention of Contracts
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for the International Sale of Goods is explicitly excluded.
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11.2 Any and all disputes, differences or questions arising out of or
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in connection with this Agreement shall be under the exclusive
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jurisdiction of the Swiss courts and the venue shall be Geneva.
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11.3 Notwithstanding the aforesaid, nothing in this Article 11 shall
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prevent the Parties from seeking any interim or final injunctive or
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equitable relief by a court of competent jurisdiction.
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