Terms & Conditions of Use
IMPORTANT Ė READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE ACCESSING OR USING THIS MOTIVE FORCE LLC ALONG WITH ITS PARENT COMPANIES AND THEIR AFFILIATES ("MOTIVE FORCE") WEBSITE ("WEBSITE"), SUBSCRIBING TO MOTIVE FORCE SERVICES, PURCHASING PRODUCTS, DOWNLOADING SOFTWARE, TECHNOLOGY, CONTENT OR DATA AND/OR OTHERWISE USING THE MOTIVE FORCE SERVICES AND PRODUCTS, AND THE RELATED MOTIVE FORCE SOFTWARE, DATA AND/OR TECHNOLOGY USED, STORED, LICENSED OR ACCESSED IN CONNECTION THEREWITH AND THE RELATED INTELLECTUAL PROPERTY RIGHTS EMBODIED THEREIN (COLLECTIVELY, THE "MOTIVE FORCE TECHNOLOGY").
MOTIVE FORCE IS WILLING TO PROVIDE YOU WITH ACCESS TO THE MOTIVE FORCE TECHNOLOGY THROUGH THIS WEBSITE AND MAKE AVAILABLE PRODUCTS AND SERVICES TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, ON ANY REGISTRATION OR ORDER FORM RECEIVED BY YOU FROM MOTIVE FORCE OR ITS AFFILIATES IN CONNECTION WITH THE MOTIVE FORCE TECHNOLOGY (COLLECTIVELY, "REGISTRATION AND ORDER FORMS") AND ON ANY DOCUMENTS REFERENCED HEREIN OR ANY additional terms and conditions that can be viewed either on the pages containing ANY services or offerings, or via a link on those pages or other directions to the additional terms and conditions (COLLECTIVELY, THE "AGREEMENT"). IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROMPTLY CEASE USING THE MOTIVE FORCE TECHNOLOGY, AND/OR EXIT THIS PAGE BEFORE DOWNLOADING, ACCESSING, USING, SUBSCRIBING OR INSTALLING THE MOTIVE FORCE TECHNOLOGY OR PURCHASING PRODUCTS AND SERVICES FROM MOTIVE FORCE.
By accessing, subscribing, downloading and/or otherwise using the Motive Force Technology, you (a) certify that you are at least 18 years of age, and that, if you are acting on the behalf of any person or entity, you are authorized to act on behalf of such party, (b) have read this Agreement and have agreed to be legally bound by this Agreement, and (c) agree to all operating rules and policies of Motive Force that may be published within the Motive Force Technology or this website.
The Motive Force Technology are owned and operated by Motive Force and its licensors and are protected by copyright and other intellectual property laws under United States and international laws and treaties - Copyright 2018 Motive Force LLC. All rights reserved. The compilation and arrangement of all content, data and other information found within the Motive Force Technology is also the sole and exclusive property of Motive Force and its licensors and is protected by U.S. and international intellectual property laws. The "look and feel" of the Motive Force Technology, meaning, the structure, sequence and layout of the audiovisual components of such technology as perceived by you, including, but not limited to, the color combinations, button shapes, and all other graphical and navigational elements, are also proprietary to Motive Force and its licensors and fully protected under U.S. and international intellectual property laws.
Use of the Motive Force Technology
Subject to the terms and conditions set forth herein and any third party restrictions, Motive Force grants you a non-transferable, non-exclusive and non-sublicenseable limited right and license to view, use and access the Motive Force Technology to (a) incidentally view, print and download the images, text, graphics, photographs, audio, video and other content available within the Motive Force Technology solely for your informational purposes and for your immediate, private, personal and non-commercial use, and (b) make purchases of goods and services through links found on this Website or through the Motive Force Technology; provided you retain all Motive Force copyright and proprietary notices contained in the original materials or any copies thereof.
All rights not expressly stated herein are reserved by Motive Force and Motive Force disclaims any and all implied licenses. Without limiting the foregoing, you agree not to: (i) reverse engineer, decompile, reverse compile, translate, adapt, or disassemble or otherwise access the Motive Force Technology, or any part thereof; (ii) copy, distribute, display, transmit or reproduce the Motive Force Technology, or any part thereof, in any form, including, but not limited to, fonts, icons, link buttons, wallpaper, and unlicensed merchandise; (iii) publish, display, disclose, sell, rent, lease, modify, store, loan, distribute, publicly display or perform, co-brand, frame, permit third parties to link to, or create compilations or derivative works of the Motive Force Technology, or any part thereof, including, but not limited to, using any part of the Motive Force Technology to create fonts, icons, links, buttons, wallpaper and unlicensed merchandise; (iv) assign, sublicense, convey, transfer, pledge as security or otherwise encumber the rights and licenses granted hereunder; or (v) use the Motive Force Technology in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary right of Motive Force, its third party suppliers or any other third party; (vi) upload, post, email, transmit or otherwise make available any material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (vii) use Motive Force Technology to harm minors in any way; (viii) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity using Motive Force Technology; (ix) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Motive Force Technology; (x) upload, post, email, transmit or otherwise make available any materials that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (xi) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (xii) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xiii) interfere with or disrupt the Motive Force Technology or servers or networks connected to the Motive Force Technology, or disobey any requirements, procedures, policies or regulations of networks connected to the Motive Force Technology (including, but not limited, to this Website); and (xiv) "stalk" or otherwise harass another; or collect or store personal data about other users.
You agree not to access the Motive Force Technology by any means other than through the interface that is provided to you by Motive Force for use in accessing the Motive Force Technology.
By posting of information or other materials on this Website or within the Motive Force Technology or by making such information available for downloading by you, Motive Force does not waive any proprietary right in and to the Motive Force Technology (including, but not limited to, copyright, service mark, trademark, patent, trade secret or other intellectual property or proprietary right) and does not transfer any rights to you in the Motive Force Technology except for the limited license expressly granted herein.
You represent and warrant that your Submissions: (a) shall be true, accurate, current, complete and not misleading, (b) shall not violate the rights of any third party, including, but not limited to, intellectual property and proprietary rights, (c) shall contain visual depictions of persons who were at least 18 years of age when said visual depiction was created, (d) shall not be fraudulent or involve counterfeit or stolen information or items, (e) shall not violate any law, statute, ordinance or regulation, and (f) shall not create any liability for Motive Force. You also agree to maintain and promptly update your Submissions by means of the Motive Force Technology in order to keep that information true, accurate, current and complete.
Motive Force does not and cannot review all Submissions posted to or created by users accessing the Motive Force Technology (including, but not limited to, this Website), and is not in any manner responsible for the content of these communications or the activities of these users. You acknowledge that by providing you with the ability to view and distribute user-generated content through the Motive Force Technology (including, but not limited to, this Website), Motive Force is merely acting as a passive conduit for the distribution of such information and is not undertaking any obligation or liability relating to the content or the usersí activities. Even though Motive Force may monitor and review transmissions, we assume no responsibility or liability which may arise from the content thereof, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy, obscenity, pornography, profanity or misrepresentation. Notwithstanding the foregoing, Motive Force reserves the right to block or remove communications, postings, or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark, patent, trade secret or other intellectual property rights of another or (d) offensive or otherwise unacceptable to Motive Force in its sole discretion.
Any and all trademarks displayed within the Motive Force Technology are owned by Motive Force, its licensors or its affiliates.
At all times during the term hereof and at all times thereafter, you shall keep confidential and not disclose, directly or indirectly, and shall not use for the benefit of yourself, or any other individual or entity, any Confidential Information of Motive Force. "Confidential Information" means any Submissions, trade secrets, or confidential or proprietary information whether in written, digital, oral or other form that is unique, confidential or proprietary to Motive Force or its licensors, including, but not limited to, all parts of the Motive Force Technology and any other materials or information related to the business or activities of Motive Force that are not generally known to others engaged in similar businesses or activities.
You access and use the Motive Force Technology at your sole risk. The Motive Force Technology is provided to you on an "as is" and "as available" basis. To the fullest extent permissible pursuant to applicable law, Motive Force disclaims all warranties (whether express, statutory or implied) of any kind, including, but not limited to, implied warranties of title, merchantability, data accuracy, system integration, fitness for a particular purpose, non-infringement and any other warranty arising under the uniform commercial code, usage of trade, course of conduct or otherwise.
Without limiting the foregoing, Motive Force does not represent or warrant that (a) the Motive Force Technology will be uninterrupted, timely, secure or error-free, (b) the defects in the Motive Force Technology will be corrected, (c) the Motive Force Technology or the servers that operate the Motive Force Technology are free of viruses or other harmful components, (d) the data, results and information within the Motive Force Technology will be correct, accurate, adequate, useful, reliable or otherwise; and (e) the Motive Force Technology will meet your needs, requirements or expectations.
Motive Force may make changes to the content within the Motive Force Technology or to the products or services described in it, at any time without notice to you. Further, Motive Force assumes no liability or responsibility for any errors or omissions in the content within the Motive Force Technology. The materials in the Motive Force Technology may be out of date or inaccurate, and Motive Force specifically disclaims any duty to update such content.
Any material downloaded or otherwise obtained by you through the use of the Motive Force Technology is done at your sole discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that results from the downloading of any such material including, but not limited to, damage caused by viruses.
You acknowledge and agree that Motive Force shall not be responsible or liable for (i) any unauthorized access to or alteration of your Submissions; (ii) any Submission sent or received or not sent or received and (iii) any Submission stored on storage devices owned, operated or controlled by Motive Force. You acknowledge and agree that Motive Force shall not be responsible or liable for any Submissions or conduct of any third party, including, but not limited to, content sent using and/or included within the Motive Force Technology provided by any other user of this Website or any third party licensors or suppliers of Motive Force.
Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you. If any of the exclusions set forth in this Section is determined by a court of competent jurisdiction to be unenforceable, then all such express, implied and statutory warranties shall be limited in duration for a period of thirty (30) days after the date on which you first access the Motive Force Technology, and no warranties shall apply after such period.
Limitation of Liability
NEITHER Motive Force, ITS SUPPLIERS, OTHER THIRD PARTIES MENTIONED WITHIN THE Motive Force TECHNOLOGY, NOR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE Motive Force TECHNOLOGY AND SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE DAMAGES, OR ANY OTHER LOSSES, COSTS, OR EXPENSES OF ANY KIND WHICH MAY ARISE, DIRECTLY, OR INDIRECTLY, FROM YOUR USE OF, ACCESS TO, OR INABILITY TO USE AND ACCESS THE Motive Force TECHNOLOGY OR FROM YOUR PURCHASE OF PRODUCTS AND/OR SERVICES PURCHASED THROUGH THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES OR INJURY FROM OR RELATING TO: THE DOWNLOADING OF ANY MATERIAL CONTAINED WITHIN THE Motive Force TECHNOLOGY; THE LINKING TO OTHER WEBSITES FROM THE Motive Force TECHNOLOGY; THE SERVICES, PRODUCTS OR INFORMATION OFFERED ON, MADE AVAILABLE THROUGH THIS WEBSITE; COMPUTER VIRUS OR SYSTEM FAILURE; AND/OR THE UNAVAILABILITY OF ANY SERVICES OR PRODUCTS MENTIONED WITHIN THE Motive Force TECHNOLOGY WHETHER OR NOT Motive Force HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL Motive ForceíS AGGREGATE LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTIONS (WHETHER IN CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE FEES PAID, IF ANY, BY YOU TO Motive Force FOR ACCESS AND USE OF THE Motive Force TECHNOLOGY OR THE PURCHASE PRICE OF ANY GOODS OR SERVICES PURCHASED THROUGH Motive Force TECHNOLOGY, OR, IN ALL OTHER CASES, FIVE DOLLARS ($5.00).
SOME STATES DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN ALL CASES.
Access to Motive Force Technology
You shall be responsible for obtaining access to the Motive Force Technology and for all equipment necessary to access the Motive Force Technology and you acknowledge that obtaining the foregoing may involve third-party fees (such as internet service provider or airtime charges). You are responsible for all charges associated with connecting you to the Motive Force Technology, including, without limitation, all telephone, equipment, airtime and internet service provider charges.
Passwords and Your Obligations
You may be asked to register as a member on certain pages or services within the Motive Force Technology and to select a unique username and password in order to be able to access your account and use any of the Motive Force Technology. As a registered member, you are responsible for maintaining the confidentiality and security of your username and password and shall be responsible for all uses of your username and password, including, but not limited to, any purchases facilitated through the use thereof, whether or not in fact authorized by you. You agree to immediately notify Motive Force in writing of any breach of security, including, without limitation, unauthorized use of your username or password. You also understand that exiting immediately from your account (i.e., "logging off") at the end of each session will enhance your account security and that failure to do so may permit other persons having access to your computer to use, or modify, your account. If you permit any person to use your username and password, you shall be liable for all activity and transactions made by that person including transactions for which you may not have authorized.
Please notify us immediately of any unauthorized use of your user name and password via email to sean@MotiveForceLLC.com
The Motive Force Technology resides on the public internet. Motive Force uses commercially reasonable measures to protect the confidentiality and security of any communications transmitted to Motive Force and any information stored on servers controlled by Motive Force. Notwithstanding these efforts, Motive Force cannot guarantee the confidentiality and security of such electronic communications and storage devices used to store such information (including, personally identifiable information) and disclaims all liability arising therefrom.
Without limiting the foregoing, you shall not (a) violate or attempt to violate the security of the Motive Force Technology; (b) access data or materials not intended for you; (c) log into a server or account which you are not authorized to access; (d) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; or (e) attempt to interfere with service to any user, host or network, including, without limitation, by means of submitting a virus to the Motive Force Technology, overloading, "flooding," "mailbombing" or "crashing" the Motive Force Technology. Violations of system or network security may result in civil or criminal liability. Motive Force reserves the right to investigate occurrences that may involve such violations and may involve and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.
Subject to the terms and conditions set forth herein, you may use the Motive Force Technology only for lawful purposes. The Motive Force Technology is subject to, and you agree that you shall at all times comply with, all applicable local, state, national, and international laws, statutes, rules, regulations and ordinances including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law that are applicable to the use of the Motive Force Technology and to your Submission.
You agree to indemnify, defend, and hold harmless Motive Force, its affiliates, agents, vendors, distributors, licensors and suppliers and their officers, directors, and employees from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from (a) any violation of the terms and conditions of this Agreement, (b) any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing your account, (c) your use of (or inability to use) the Motive Force Technology; and (d) any use of your Submission by Motive Force or any other party, including, but not limited to, any third party claim of infringement of an intellectual property or proprietary right or invasion of privacy or publicity.
You agree that Motive Force, at its sole discretion, may terminate or suspend your access to and use of the Motive Force Technology (or any part thereof) at any time and for no or any reason whatsoever, including, without limitation, for lack of use by you or if Motive Force believes that you have violated or acted inconsistently with the terms and conditions of this Agreement. Motive Force reserves the right at any time to modify or discontinue, temporarily or permanently your access to and use of the Motive Force Technology (or any part thereof) without notice. You agree that Motive Force shall not be liable to you or to any third party for any modification, suspension or discontinuance of your use of or access to the Motive Force Technology. Your obligations under this Agreement shall continue even after Motive Force has terminated and/or cancelled this Agreement or your access to the Motive Force Technology.
Products sold from this Website may not be resold by you as new or distributed to or through dealers. Notwithstanding anything to the contrary herein, Motive Force reserves the right to adjust your order to ensure compliance with the terms and conditions of this Agreement, and/or refuse to complete your order for goods and services.
Product Display/Colors & Specifications
The Motive Force Technology (including, but not limited to, this Website) attempts to display product images shown through it as accurately as possible. However, Motive Force is not responsible for and cannot guarantee the performance or price of any goods, products or services advertised through the Motive Force Technology, and cannot guarantee that the image or color you see displayed on your monitor represents the actual product or conforms to the specifications of the product you have selected.
Features, pricing and specifications of products and/or services described or depicted through the Motive Force Technology (including, but not limited to, this Website) are subject to change at any time without notice. Weights and measures are approximate.
Applicability of Content
This Website is operated in the State of Pennsylvania, United States of America, and Motive Force makes no representation that the content provided through the Motive Force Technology are applicable or appropriate for use in jurisdictions other than the United State of America. If you access our Motive Force Technology (including, but not limited to, this Website) from outside of the United States, please be aware you are responsible for compliance with any applicable laws. To the extent any applicable local laws prohibit your viewing and use of the Motive Force Technology, you may not view or use the Motive Force Technology.
This Agreement shall be governed and construed in all respects by the laws of the State of Pennsylvania, without regard to principles of conflict of laws and without application of the Uniform Computer Information Transaction Act and the United Nations Convention of Controls for International Sale of Goods. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Motive Force Technology, and purchases of products and/or services through the Motive Force Technology must be filed within one (1) year after such claim or cause of action arose or be forever barred, and you expressly waive any other statute of limitation which otherwise may apply. You agree to submit to the exclusive jurisdiction of the courts of the State of Pennsylvania for resolution of any dispute, action or proceeding arising in connection with this Agreement or your use or non-use of this Website. You hereby irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.
Motive Force Intellectual Property Notice
Pursuant to the Digital Millennium Copyright Act, Motive Force has designated the person listed below as its agent to receive notifications of alleged copyright infringement on this Website. Motive Force respects the intellectual property of others, and asks our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Motive Force's Copyright Agent the following information (the "Notice"): (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim has been infringed is located in the Motive Force Technology; (d) your address, telephone number and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Motive Force' Agent for Notice of claims of copyright or other intellectual property infringement can be contacted at:
Motive Force LLC
2129 Grandeur Dr.
Gibsonia, PA 15044
Order of Preference
This Agreement governs your use and access to the Motive Force Technology. This Agreement does not modify, alter or amend any other specific agreement you have entered or will enter into with Motive Force. To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional services on this Website or within the Motive Force Technology, conflicts with any provision of your other agreements with Motive Force, the terms and conditions of such other agreement shall, take precedence over the conflicting term(s) and conditions of this Agreement.
Links to Other Web Sites
Revisions and Consents
Motive Force reserves the right to revise the terms and conditions of this Agreement at any time and for no or any reason whatsoever. Motive Force also reserves the right to make changes at any time, without notice or obligation, to any of the information, products or services contained on or offered through the Motive Force Technology (including, but not limited to, on this Website). Such updates, revisions, supplements, modifications and additional rules, policies, terms and conditions shall be effective immediately and incorporated in this Agreement upon notice thereof, which may be given by any reasonable means, including, but not limited to, posting such changes on this Website. By continuing to enter this Website and/or using the Motive Force Technology, you acknowledge and agree that you shall be bound by any such revisions. Accordingly, you should periodically review the terms and conditions of this Agreement.
18 U.S.C. Section 2257 Compliance Notice
All pictures, graphics, videos or other visual media displayed on this Website are exempt from the provision of 18 U.S.C. section 2257 and 28 C.F.R. 75 because said visual media do not consist of depictions of conduct as specifically listed in 18 U.S.C section 2256 (2) (A) through (D), but are merely depictions of non-sexually explicit nudity, or are depictions of simulated sexual conduct, or are otherwise exempt because the visual depictions were created prior to July 3, 1995.
The owners and operators of this Website are not the primary producer (as that term is defined in 18 USC section 2257 or subsequent case law defining such) of any of the visual content contained in the Website.
This Agreement constitutes the entire agreement between you and Motive Force with respect to the subject matter addressed herein, and governs your access to and use of the Motive Force Technology, superseding any prior agreements between you and Motive Force relating to such subject matter, but this Agreement may be supplemented by any other agreement you enter into with Motive Force pursuant to your enrollment and/or participation in other features of the Motive Force Technology.
Except for the failure to pay any fees and/or disputes concerning a breach of the scope of the license granted herein, any other dispute arising out of, relating to or in any way connected with this Agreement, on written request of either party served on the other, shall be submitted to final and binding arbitration before a single arbitrator. If the parties are unable to agree on an arbitrator within thirty (30) days after a party has served notice of a request to arbitrate, then an arbitrator shall be selected by the American Arbitration Association pursuant to its then-current rules, within fifteen (15) days after the Parties are unable to agree on the arbitrator. Arbitration shall take place in the City of Pittsburgh in accordance with the Rules and Regulations of the American Arbitration Association (Commercial Division).
If any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions of this Agreement. You agree that if any part of the terms and conditions of this Agreement are found to be unenforceable, then the remainder of the terms and conditions of this Agreement will remain in full force and effect.
Motive Forceís failure to insist upon or enforce strict performance of any provision of the terms and conditions of this Agreement shall not be construed as a waiver of any other provision, term or right set forth herein. Neither the course of conduct between the parties nor trade practice shall act to modify any of the terms and conditions of this Agreement. Motive Force may assign its rights and duties under this Agreement to any party at any time without notice to you. You may not assign this Agreement or the rights granted herein to any party without the prior written consent of Motive Force. The section headings used in this Agreement are for convenience only and have no legal or contractual effect.
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