End-User License Agreement

JEDEC DESIGN FILE AGREEMENT
This Agreement is a limited license agreement effective upon the customer ("Licensee") downloading and opening the zip file.  Once a Design File ("Design File") has been purchased, there are no refunds or exchanges.
The JEDEC Solid State Technology Association (“Licensor”) hereby grants Licensee the non-exclusive rights to use, copy, reproduce and execute the Design File data provided by Licensor ("Data"). Such rights may be exercised only in connection with the development, manufacture, and testing of DIMMs incorporating the Data, including the right to have others practice such rights on behalf of Licensee. The rights and licenses granted hereunder are irrevocable for DIMMs incorporating the Data.
No other licenses, express or implied, are granted under any of Licensor's intellectual property.
The parties agree that Licensor is under no obligation to provide Licensee with updates or errata relating to the Design File or the Data.
JEDEC standards and publications are adopted without regard to whether or not their adoption may involve patents or articles, materials, or processes. By such action JEDEC does not assume any liability to any patent owner, nor does it assume any obligation whatever to parties adopting the JEDEC standards or publications.
THE DESIGN FILE AND THE DATA IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY THAT THE DESIGN FILE OR THE DATA OR ANY PRODUCT USING THE DATA WILL BE FREE FROM ANY CLAIM OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY, INCLUDING PATENTS COPYRIGHT OR TRADE SECRETS AND LICENSOR ASSUMES NO RESPONSIBILITY OR LIABILITY FOR LOSS OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL, THAT MIGHT ARISE OUT OF LICENSEE'S USE OF THE DESIGN FILE OR THE DATA.
IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR AN AMOUNT IN EXCESS OF THE AMOUNT OF FEES PAID BY LICENSEE UNDER THIS AGREEMENT FOR THE DESIGN FILE OR $1,000.00 USD, WHICHEVER IS LESS, BASED ON ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE DESIGN FILE OR THE DATA, REGARDLESS OF WHETHER THE CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY. 
IN ADDITION, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY CLAIMS OR DAMAGES CLAIMED BY LICENSEE BASED ON ANY THIRD PARTY CLAIM OR FOR CLAIMS OR DAMAGES ARISING OUT OF OR RELATED TO THE EXERCISE OF LICENSEE’S RIGHTS UNDER THIS AGREEMENT OR USE OF THE DESIGN FILE OR THE DATA. LICENSEE AGREES TO INDEMNIFY AND SAVE LICENSOR HARMLESS FROM ANY AND ALL SUCH CLAIMS OR DAMAGES, INCLUDING THE COSTS OF DEFENDING AGAINST THE SAME.
This Agreement and all rights and obligations of the parties relating hereto will be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia in the United States of America without giving effect to any conflicts of law rules that would cause the application of the laws of any other jurisdiction.  At either party’s option, any controversy or claim arising out of or relating to this contract or the breach thereof (except for an action for injunctive relief) shall be resolved by arbitration held in Arlington County, Virginia, in accordance with the Rules of the American Arbitration Association in effect at the time the arbitration is initiated, and judgment upon the award rendered by the arbitrators may be entered in any court jurisdiction thereof.  The parties consent to exclusive jurisdiction (non-arbitration) in the courts of the Commonwealth of Virginia.
Licensee may not assign, delegate or subcontract this Agreement without the prior written approval of Licensor. Any act in contravention of the foregoing shall be void.
This Agreement shall supersede all prior agreements, communications and understandings, oral or written, between the parties respecting the subject matter hereof and thereof and shall be the complete and exclusive agreement between the parties respecting the subject matter hereof.
This Agreement may only be modified in writing signed by both parties. 

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