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INNOVATIONWORKS™ TERMS OF SERVICE 

These Terms of Service (the “Terms”) constitute a legally binding agreement governing Your access to and use of the InnovationWorks™ InnovationForce Services, defined below. Your access to and use of the Services are conditioned on Your acceptance of and compliance with this these Terms. By accessing or using the Services, You agree to have formed an enforceable contract with InnovationForce, Inc., and to be bound by these Terms. 

 

1. Definitions 

1.1 “Content” shall mean all files, materials, information, or other content, regardless of format, used, accessed, viewed, consumed, or provided by You in connection with Your use of the Services. 

1.2. “InnovationForce” shall mean InnovationForce, Inc., a Delaware corporation, and its parents, subsidiaries, officers, directors, employees, agents, affiliates, contractors, licensors, business partners, successors and assigns. 

1.3. “Services” shall mean information and/or services provided or made available by InnovationForce through its web site(s), software product(s), or otherwise in connection with the InnovationForce™ family of products. The Services include, without limitation, the InnovationForce web site, the InnovationWorks™ freemium software-as-a-service product available at hangar.innovationforce.io, and any other InnovationForce on-line services referencing these Terms. 

1.4. “You” and “Your” shall mean the individual who is accepting these Terms and/or, as the case may be, the company, organization, government, or other legal entity on whose behalf such individual is accepting these Terms. 

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2. User Responsibilities 

You are responsible for Your use of the Services, for any Content You post, submit, send, provide, upload, display or cause to be displayed (collectively, “Share” and its derivatives) in connection with Your use of the Services, and for any consequences thereof. The Content You Share may be viewable, accessible, downloadable, and storable by other users of the Services and the general public, directly or indirectly through third party services, service providers, and/or websites. You agree to only provide Content You are comfortable Sharing with others under these Terms. 

By accessing and using the Services, You represent that You can form a binding contract with InnovationForce and are not a person barred from receiving Services or cannot form a valid, binding contract under the laws of the United States or other applicable jurisdiction. If You are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, You represent and warrant that You are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. 

You acknowledge that you are solely responsibility for all activity under your account and for compliance with these Terms, and any applicable policies regarding use of the Services. 

 

3. Acceptable Use Policy 

This section contains InnovationForce’s Acceptable Use Policy (the “AUP”), which describes prohibited uses of the Services offered or provided by InnovationForce. The examples described in this AUP are not exhaustive.  InnovationForce may modify this AUP at any time by posting a revised version of these Terms on its website. By using or accessing the Services, you agree to the latest version of this AUP. If you violate the AUP or authorize or help others to violate it, InnovationForce may temporarily or permanently suspend or terminate your account and/or access to or use of the Services. 

 

A. NO UNLAWFUL OR PROHIBITED USE 

You will not use the Services for any purpose that is unlawful or otherwise prohibited by this AUP. You may not use the Services in any manner that could damage, disable, overburden, or otherwise impair any of the Services, or any services offered by a third party, or interfere with any other party's use and enjoyment of the Services. You may not attempt to gain unauthorized access to any Service, other accounts, computer systems or networks through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. 

 

B. USE OF SERVICES 

You will not: 

  1. Use the Service in connection with: (a) unlawful contests, lotteries, or gambling; (b) pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages, commercial or otherwise. 

  2. Defame, abuse, harass, stalk, threaten, bully, or violate the legal rights (such as rights of privacy and publicity) of others. 

  3. Publish, post, upload, distribute, traffic or disseminate any defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, bullying, or otherwise objectionable or unlawful content. 

  4. Publish, post, upload, distribute or disseminate any topic, name, material or information that incites discrimination, hate or violence towards one person or a group based on race, religion, sex, gender identity, sexual orientation, ethnicity, disability, or nationality. 

  5. Upload, or otherwise make available Content that contains images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity), unless you own or control the rights thereto or have received all necessary consents to do same. 

  6. Use any Content made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party. 

  7. Upload Content that contains viruses, worms, Trojan horses, macros, scripts, keyloggers, data scrapers, packet sniffers, or any other any software or code which interrupts, destroys, inhibits, or limits the functionality of any computer or telecommunications system, software, or hardware. 

  8. Download any Content that you know, or reasonably should know, cannot be legally distributed in such manner. 

  9. Restrict or inhibit any other user from using and enjoying the Services. 

  10. Harvest or otherwise collect Content or information about others. 

  11. Violate any applicable laws, policies, or regulations. 

  12. Create a false identity for the purpose of misleading others. Any fraudulent, deceptive or unfair transactions or trade practices are strictly forbidden. You agree to fully comply with the United States Federal Trade Commission ("FTC") statutes and regulations (if you do business in the United States or with United States based customers), and any related rules, policies, and advisory opinions issued by the FTC. 

  13. Uses technology or other means to access InnovationForce’s proprietary information in a manner not expressly authorized by InnovationForce. 

  14. Use any bots, artificial intelligence, or other automated or directed system to access the InnovationForce web site, computer systems, Services, or Content. 

  15. Gain or attempt to unauthorized access to InnovationForce’s computer network, computer systems, or user accounts. 

  16. Encourage or facilitate conduct that would constitute a criminal offense or give rise to civil liability 

  17. Make commercial use of the Services, such as, but not limited to, producing or developing Content in exchange for payment, remuneration, or consideration of any kind and/or selling Content created using any InnovationForce software or Services, except to the extent such transactions are expressly authorized by InnovationForce and carried out through Services provided by InnovationForce. 

  18. Cause annoyance, inconvenience or needless anxiety, or engage in behavior intended to, or likely to, upset, embarrass, alarm or annoy any other person. 

  19. Impersonate any person, or misrepresent your identity or affiliation with any person or organization. 

  20. Give the impression that content emanates from or is endorsed by InnovationForce or any other person or entity, if this is not the case. 

  21. Copy, modify or create derivative works or improvements of the Services or Content accessible thereby. 

  22. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or Content accessible thereby to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service. 

  23. Reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part. 

  24. Bypass or breach any security device or protection used by the Services or access or use the Services or Content other than by use of a valid user account. 

  25. Access or use the Services or Content accessible thereby for purposes of competitive analysis of the Services or Content, the development, provision or use of a competing software service or product or any other purpose that is to InnovationForce’s detriment or commercial disadvantage. 

  26. Transfer any electronic files, information, data or any other Content, in any form or medium, to any third party. 

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C. CONTENT PROVIDED BY USERS 

InnovationForce does not control or endorse the Content or information found or shared via the Services and disclaims any liability with regard to the Services and Content, any actions resulting from your participation in the Services.  Except as expressly set forth in the Terms of Use or End User License Agreement, InnovationForce does not claim ownership of any materials you share via the Services. 

 

By Sharing Content, you warrant and represent that you own or otherwise control all of the rights to such content necessary for you to lawfully Share the Content and to grant the assignments and licenses provided in these Terms, and for InnovationForce to lawfully use the content in connection with the Services. You further warrant and represent that all content you share will comply with the acceptable uses set forth herein. 

By signing up for this service, You agree to be subscribed to InnovationForce marketing and promotional emails and to allow the use of your Company’s logo in InnovationForce marketing materials/promotions/website. 

 

D. DMCA COMPLIANCE AND REPEAT OFFENDER POLICY 

It is the policy of InnovationForce to promptly investigate and respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to InnovationForce pursuant to the Digital Millennium Copyright Act (“DMCA”).  InnovationForce has designated an agent to receive notification of alleged copyright infringement occurring on web pages or via services offered by InnovationForce. If you believe that your copyrighted work is being infringed on a InnovationForce web site or service, please notify our designated agent, preferably by email, at: 

Lewis Rice LLC 

Attn: InnovationForce Copyright Compliance 

600 Washington Avenue Suite 2500 

St. Louis, MO  63101 

dmca@lewisrice.com 

 

If you believe content has been used on a InnovationForce web site or service in a way that constitutes copyright infringement, please provide InnovationForce with the following information: 

(i) a physical or electronic signature of the copyright owner or a person authorized to act on behalf of same; 

(ii) identification of the copyrighted work claimed to have been infringed; 

(iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit InnovationForce to locate the material such as, for example, a URL; 

(iv) your contact information, including your address, telephone number, and an email address; 

(v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and 

(vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. 

 

InnovationForce may not be able to act on your complaint promptly or at all if you do not provide the above required information. 

 

If InnovationForce is notified of a claimed copyright infringement pursuant to the DMCA, or otherwise becomes aware of facts and circumstances from which infringement is apparent, InnovationForce will respond appropriately, which may include removing or disabling access to the allegedly infringing material. InnovationForce will follow the procedures outlined in the DMCA with regard to appropriate notifications of the user sharing or supplying the allegedly infringing material and the complaining party, acceptance of counter notifications, and, where indicated, restoration of the alleged infringing material. 

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4. Scope of Services 

The Services may change from time to time without prior notice. You understand and agree that InnovationForce is under no obligation to continue providing the Services and may at any time permanently or temporary discontinue providing some or all of the Services. InnovationForce may also impose limitations on Your use of the Services, including without limitation bandwidth limitations, usage limitations, storage limitations, download limitations, and temporary or permanent suspension of access. Any limitations imposed are at InnovationForce’s sole discretion and may be imposed without prior notice to You. 

 

5. Authentication Credentials 

You are responsible for safeguarding the credentials that You use to access the Services and for any activities or actions carried out using Your account and/or Your password. This responsibility includes, without limitation, using a strong password that is difficult to guess or crack. You agree that InnovationForce cannot and will not be liable for any loss, damage, or injury arising directly or indirectly from Your failure to keep safe and/or secure Your account and/or password and You agree to indemnify, defend, and hold harmless InnovationForce for same. 

 

6. Content on the Services 

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who Shared such Content. InnovationForce does control the Content posted via the Services and cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by You through the Services is at Your own risk, including without limitation risk of faulty information or damage, injury, or loss relating directly or indirectly to defective files or data downloaded via the Services. 

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In addition to these Terms, Content submitted to the Services is additionally governed by the InnovationForce Acceptable Use Policy in Section 3 of these Terms, including the provisions therein concerning the infringement of third party intellectual property. 

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InnovationForce does not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, reliability, or reliability of any Content Shared via the Services or endorse any opinions expressed by any Shared Content via the Services. You understand that by using the Services, You may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate. You understand and agree that Content may be mislabeled or otherwise deceptive and that InnovationForce is not responsibility for any loss, damage, or injury relating directly or indirectly to Your reliance, whether or not reasonable, on Content Shared via the Services. Under no circumstances will InnovationForce be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available or Shared via the Services or rebroadcast, republished, or otherwise Shared elsewhere. 

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7. Intellectual Property 

By Sharing Content on or through the Services, You assign to InnovationForce all of your right, title, and interest in and to such Content, including, but not limited to all intellectual property rights therein and thereto. To the extent that you do not own all such right, title, and interest, You grant to InnovationForce a perpetual, worldwide, non-exclusive, assignable, transferrable, sublicensable, irrevocable, royalty-free, full paid-up license to reproduce, use, copy, reproduce, process, adapt, modify, publish, transmit, display, distribute, and prepare derivative works of such Content in any and all media or distribution methods, whether now known or later developed.  InnovationForce may use such Content without seeking or acquiring Your prior permission or consent and without providing You prior notice. 

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In addition to these Terms, Content You Share through the Services is additionally governed by the InnovationForce Acceptable Use Policy in Section 3 of these Terms, including the provisions therein concerning the infringement of third party intellectual property. 

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You warrant and represent that Content Shared by You in connection with Your use of the Services does not infringe any third party’s rights, including without limitation rights of privacy, likeness rights, and/or intellectual property rights, and that You have the authority, ability, and right to grant to InnovationForce the rights and licenses described in this Section 7. You further represent and warrant that You have all the rights and authority necessary to grant the license described in this Section 7 for any Content that You Share in connection with the Services. 

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You agree that this license includes the right for InnovationForce to provide, promote, and improve the Services and to make Content Shared through the Services available to third parties, including without limitation other users, companies, organizations, or individuals who use the Services or partner with InnovationForce for the syndication, broadcast, distribution or publication of such Content on other media and/or services subject to our terms and conditions for such Content use. Such additional uses by InnovationForce and/or third parties may be made with no compensation to You with respect to the Content that You Share through the Services. 

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InnovationForce may modify or adapt Your Content in order to transmit, display or distribute it over computer and/or telecommunications networks and in various media and/or make changes to Your Content as necessary to conform and adapt such Content to any requirements or limitations of any networks, devices, services or media. 

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You are responsible for Your use of the Services, for any Content You provide, and for any consequences thereof, including the use of Your Content by third parties. You understand that Your Content may be syndicated, broadcast, distributed, or published by our partners and if You do not have the right to submit Content for such use, it may subject You to liability. InnovationForce will not be responsible or liable for any use of Your Content by InnovationForce in accordance with these Terms. 

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You understand and Agree that You do not have any proprietary right in Your InnovationForce account and nothing in this Section or these Terms shall be construed to create, recognize, or form any such proprietary right in Your InnovationForce account.  InnovationForce is not a backup service and You are solely responsible for maintaining original and/or backup copies of any Content you Share.  InnovationForce is under no obligation and has no duty to preserve or maintain copies of any Content you Share, nor to provide You or any other person or entity with copies or access to same. 

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8. InnovationForce Rights 

All right, title, and interest in and to the Services, excluding Content provided by users, are and will remain the exclusive property of InnovationForce. The Services are protected by copyright, trademark, and other laws of the United States, foreign countries, and certain international treaties. Nothing in the Terms gives You a right to use the InnovationForce name or any InnovationForce trademarks, logos, slogans, domain names, and/or other distinctive brand features. Any feedback, comments, or suggestions You may provide regarding InnovationForce, or the Services is entirely voluntary and InnovationForce may use such feedback, comments or suggestions in InnovationForce’s sole discretion without any obligation to You. 

 

9. Term and Termination 

The Terms will continue to apply until terminated by You or InnovationForce as follows: 

You may end Your legal agreement with InnovationForce at any time for any reason by deactivating Your account(s) and discontinuing Your use of the Services. You do not need to specifically inform InnovationForce when You stop using the Services. If You stop using the Services without deactivating Your account(s), Your account(s) may be deactivated due to prolonged inactivity. 

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InnovationForce may suspend or terminate Your account(s) or cease providing You with all or part of the Services at any time for any reason, including, but not limited to, if InnovationForce reasonably believes: (i) You have violated these Terms; (ii) You create risk or possible legal exposure for InnovationForce and/or other users; or (iii) InnovationForce’s provision of the Services to You is no longer commercially viable. InnovationForce will make reasonable efforts to notify You by the email address associated with Your account, if any, or the next time You attempt to access Your account. 

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In all such cases, the Terms shall terminate, including, without limitation, Your license to use the Services and the license grant in Section 9, except that the following Sections shall continue to apply: 3, 7, 8, 10, and 11. 

 

Nothing in this section shall affect InnovationForce’s rights to change, limit or stop the provision of the Services without prior notice, as provided in Section 4. 

 

10. Disclaimers and Limitations of Liability 

Please read this section carefully since it limits the liability of InnovationForce. Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions, including New Jersey, do not allow certain disclaimers or limitation of liability in contracts, and as a result the contents of this section may not apply to You or the liability of InnovationForce shall only be limited to the maximum extent permitted by law. Nothing in this section is intended to limit any rights You may have which may not be lawfully limited. 

 

A. The Services Are Provided and Made Available "AS-IS" 

YOUR ACCESS TO AND USE OF THE SERVICES AND/OR ANY CONTENT ARE AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, INNOVATIONFORCE DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 

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InnovationForce makes no warranty and disclaims all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to Your computer system, loss of data, or other harm that results from Your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet Your requirements or be available on an uninterrupted, secure, or error-free basis.  No advice or information, whether oral or written, obtained from InnovationForce or through the Services, will create any warranty not expressly made herein. 

 

B. Links 

The Services may contain links to third-party websites or resources. You acknowledge and agree that InnovationForce is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by InnovationForce of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from Your use of any such websites or resources. 

 

C. Limitation of Liability 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INNOVATIONFORCE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. 

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INNOVATIONFORCE EXCEED THE AMOUNT YOU PAID INNOVATIONFORCE, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. 

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT INNOVATIONFORCE HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

 

11. General Terms 

Dispute Resolution.  You agree that in the event of any dispute between You and InnovationForce arising under this Agreement or otherwise in connection with Your use of the Services, You and InnovationForce shall first attempt to resolve the dispute informally for a period of not less than thirty (30) days commencing upon receipt of a notice by the complaining party setting forth the nature of the complaint and the relief sought.  If any claim cannot be resolved informally, such claim shall be heard only in a federal or state court of the State of Delaware and You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. 

If You are a federal, state, or local government entity in the United States using the Services in Your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to You. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Delaware excluding choice of law). 

Complete Agreement.  This Agreement represents the complete agreement between You and InnovationForce with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements between You and InnovationForce.  No other person or company will be third party beneficiaries to this Agreement. 

Non-Waiver.  InnovationForce’s failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by InnovationForce of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. 

Severability of Terms.  If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. If, however, it is determined that such provision cannot be reformed, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. 

Choice of Law. In any action to enforce the terms of this Agreement, Delaware law shall apply.   

 

These Services are operated and provided by: 

 

InnovationForce 

4804 Page Creek Lane 

Durham, NC 27703 

customer.service@innovationforce.io 

 

If You have any questions about these Terms, please contact us. 

Last Revision: October 27, 2023 

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