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183 lines
10 KiB
Plaintext
183 lines
10 KiB
Plaintext
BITWARDEN LICENSE AGREEMENT
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Version 1, 4 September 2020
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PLEASE CAREFULLY READ THIS BITWARDEN LICENSE AGREEMENT ("AGREEMENT"). THIS
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AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND BITWARDEN,
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INC. ("BITWARDEN") AND GOVERNS YOUR USE OF THE COMMERCIAL MODULES (DEFINED
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BELOW). BY COPYING OR USING THE COMMERCIAL MODULES, YOU AGREE TO THIS AGREEMENT.
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IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT COPY OR USE THE COMMERCIAL
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MODULES. IF YOU ARE COPYING OR USING THE COMMERCIAL MODULES ON BEHALF OF A LEGAL
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ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO AGREE TO THIS
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AGREEMENT ON BEHALF OF SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT
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COPY OR USE THE COMMERCIAL MODULES IN ANY MANNER.
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This Agreement is entered into by and between Bitwarden and you, or the legal
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entity on behalf of whom you are acting (as applicable, "You" or "Your").
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1. DEFINITIONS
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"Bitwarden Software" means the Bitwarden client software, libraries, and
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Commercial Modules.
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"Commercial Modules" means the modules designed to work with and enhance the
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Bitwarden Software to which this Agreement is linked, referenced, or appended.
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2. LICENSES, RESTRICTIONS AND THIRD PARTY CODE
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2.1 Commercial Module License. Subject to Your compliance with this Agreement,
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Bitwarden hereby grants to You a limited, non-exclusive, non-transferable,
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royalty-free license to use the Commercial Modules for the sole purposes of
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internal development and internal testing, and only in a non-production
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environment.
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2.2 Reservation of Rights. As between Bitwarden and You, Bitwarden owns all
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right, title and interest in and to the Bitwarden Software, and except as
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expressly set forth in Sections 2.1, no other license to the Bitwarden Software
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is granted to You under this Agreement, by implication, estoppel, or otherwise.
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2.3 Restrictions. You agree not to: (i) except as expressly permitted in
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Section 2.1, sell, rent, lease, distribute, sublicense, loan or otherwise
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transfer the Commercial Modules to any third party; (ii) alter or remove any
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trademarks, service mark, and logo included with the Commercial Modules, or
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(iii) use the Commercial Modules to create a competing product or service.
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Bitwarden is not obligated to provide maintenance and support services for the
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Bitwarden Software licensed under this Agreement.
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2.4 Third Party Software. The Commercial Modules may contain or be provided
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with third party open source libraries, components, utilities and other open
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source software (collectively, "Open Source Software"). Notwithstanding anything
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to the contrary herein, use of the Open Source Software will be subject to the
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license terms and conditions applicable to such Open Source Software. To the
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extent any condition of this Agreement conflicts with any license to the Open
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Source Software, the Open Source Software license will govern with respect to
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such Open Source Software only.
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2.5 This Agreement does not grant any rights in the trademarks, service marks, or
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logos of any Contributor (except as may be necessary to comply with the notice
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requirements in Section 2.3), and use of any Bitwarden trademarks must comply with
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Bitwarden Trademark Guidelines
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<https://github.com/bitwarden/server/blob/master/TRADEMARK_GUIDELINES.md>.
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3. TERMINATION
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3.1 Termination. This Agreement will automatically terminate upon notice from
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Bitwarden, which notice may be by email or posting in the location where the
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Commercial Modules are made available.
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3.2 Effect of Termination. Upon any termination of this Agreement, for any
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reason, You will promptly cease use of the Commercial Modules and destroy any
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copies thereof. For the avoidance of doubt, termination of this Agreement will
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not affect Your right to Bitwarden Software, other than the Commercial Modules,
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made available pursuant to an Open Source Software license.
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3.3 Survival. Sections 1, 2.2 -2.4, 3.2, 3.3, 4, and 5 will survive any
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termination of this Agreement.
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4. DISCLAIMER AND LIMITATION OF LIABILITY
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4.1 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE
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LAW, THE BITWARDEN SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
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EXPRESS OR IMPLIED REGARDING OR RELATING TO THE BITWARDEN SOFTWARE, INCLUDING
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ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
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TITLE, AND NON-INFRINGEMENT. FURTHER, BITWARDEN DOES NOT WARRANT RESULTS OF USE
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OR THAT THE BITWARDEN SOFTWARE WILL BE ERROR FREE OR THAT THE USE OF THE
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BITWARDEN SOFTWARE WILL BE UNINTERRUPTED.
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4.2 Limitation of Liability. IN NO EVENT WILL BITWARDEN OR ITS LICENSORS BE
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LIABLE TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT FOR (I) ANY AMOUNTS IN
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EXCESS OF US $25 OR (II) FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
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ANY KIND, INCLUDING FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION,
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LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, WHETHER ALLEGED AS A BREACH
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OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF BITWARDEN HAS
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BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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5. MISCELLANEOUS
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5.1 Assignment. You may not assign or otherwise transfer this Agreement or any
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rights or obligations hereunder, in whole or in part, whether by operation of
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law or otherwise, to any third party without Bitwarden's prior written consent.
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Any purported transfer, assignment or delegation without such prior written
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consent will be null and void and of no force or effect. Bitwarden may assign
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this Agreement to any successor to its business or assets to which this
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Agreement relates, whether by merger, sale of assets, sale of stock,
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reorganization or otherwise. Subject to this Section 5.1, this Agreement will be
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binding upon and inure to the benefit of the parties hereto, and their
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respective successors and permitted assigns.
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5.2 Entire Agreement; Modification; Waiver. This Agreement represents the
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entire agreement between the parties, and supersedes all prior agreements and
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understandings, written or oral, with respect to the matters covered by this
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Agreement, and is not intended to confer upon any third party any rights or
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remedies hereunder. You acknowledge that You have not entered in this Agreement
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based on any representations other than those contained herein. No modification
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of or amendment to this Agreement, nor any waiver of any rights under this
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Agreement, will be effective unless in writing and signed by both parties. The
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waiver of one breach or default or any delay in exercising any rights will not
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constitute a waiver of any subsequent breach or default.
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5.3 Governing Law. This Agreement will in all respects be governed by the laws
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of the State of California without reference to its principles of conflicts of
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laws. The parties hereby agree that all disputes arising out of this Agreement
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will be subject to the exclusive jurisdiction of and venue in the federal and
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state courts within Los Angeles County, California. You hereby consent to the
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personal and exclusive jurisdiction and venue of these courts. The parties
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hereby disclaim and exclude the application hereto of the United Nations
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Convention on Contracts for the International Sale of Goods.
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5.4 Severability. If any provision of this Agreement is held invalid or
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unenforceable under applicable law by a court of competent jurisdiction, it will
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be replaced with the valid provision that most closely reflects the intent of
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the parties and the remaining provisions of the Agreement will remain in full
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force and effect.
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5.5 Relationship of the Parties. Nothing in this Agreement is to be construed
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as creating an agency, partnership, or joint venture relationship between the
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parties hereto. Neither party will have any right or authority to assume or
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create any obligations or to make any representations or warranties on behalf of
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any other party, whether express or implied, or to bind the other party in any
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respect whatsoever.
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5.6 Notices. All notices permitted or required under this Agreement will be in
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writing and will be deemed to have been given when delivered in person
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(including by overnight courier), or three (3) business days after being mailed
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by first class, registered or certified mail, postage prepaid, to the address of
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the party specified in this Agreement or such other address as either party may
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specify in writing.
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5.7 U.S. Government Restricted Rights. If Commercial Modules is being licensed
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by the U.S. Government, the Commercial Modules is deemed to be "commercial
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computer software" and "commercial computer documentation" developed exclusively
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at private expense, and (a) if acquired by or on behalf of a civilian agency,
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will be subject solely to the terms of this computer software license as
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specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its
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successors; and (b) if acquired by or on behalf of units of the Department of
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Defense ("DOD") will be subject to the terms of this commercial computer
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software license as specified in 48 C.F.R. 227.7202-2, DOD FAR Supplement and
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its successors.
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5.8 Injunctive Relief. A breach or threatened breach by You of Section 2 may
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cause irreparable harm for which damages at law may not provide adequate relief,
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and therefore Bitwarden will be entitled to seek injunctive relief in any
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applicable jurisdiction without being required to post a bond.
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5.9 Export Law Assurances. You understand that the Commercial Modules is
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subject to export control laws and regulations. You may not download or
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otherwise export or re-export the Commercial Modules or any underlying
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information or technology except in full compliance with all applicable laws and
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regulations, in particular, but without limitation, United States export control
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laws. None of the Commercial Modules or any underlying information or technology
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may be downloaded or otherwise exported or re- exported: (a) into (or to a
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national or resident of) any country to which the United States has embargoed
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goods; or (b) to anyone on the U.S. Treasury Department's list of specially
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designated nationals or the U.S. Commerce Department's list of prohibited
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countries or debarred or denied persons or entities. You hereby agree to the
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foregoing and represents and warrants that You are not located in, under control
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of, or a national or resident of any such country or on any such list.
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5.10 Construction. The titles and section headings used in this Agreement are
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for ease of reference only and will not be used in the interpretation or
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construction of this Agreement. No rule of construction resolving any ambiguity
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in favor of the non-drafting party will be applied hereto. The word "including",
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when used herein, is illustrative rather than exclusive and means "including,
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without limitation."
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