Terms of Service for PreclosePros Marketplace

Effective Date:  8.4.2017
Version No. 1

Preclose Pros Marketplace

Terms of Service

Overview

Welcome to the PreclosePros Marketplace at  (the “Marketplace”), the online website for finding service professionals for your home or property and real estate transactions. The Marketplace is provided by Preclose, Inc (“Company”) on and through its website at www.preclosepros.com and such other websites as the Company may operate from time to time for the Marketplace (the “Site”).  On the Marketplace, Users can source various services for their home and property and related real estate transactions, and professional service providers (“Service Providers”) can list their available services for searching and viewing by Consumers.  We’ve put together some detailed terms and conditions about the Marketplace and the Company. You should read and understand them, as they govern your use of our service.

These Terms of Service, with our Privacy Policy, are also a resource for you to get a deeper understanding of your obligations and rights. We may modify these Terms of Service from time to time as we deem appropriate, so you should check back frequently to confirm the terms upon which you may use our service.  We will notify you of any modifications to these Terms by posting them on the Service and your use of Company, including posting additional items for sale, after the effective date of the updated Terms constitutes your agreement to the updated Terms. 

The terms “Preclose”, “Company”, “we”, “us” “our” and similar terms refer to Preclose, Inc.  The term “Consumer” and similar terms refer to end user consumers and the term “Service Provider“ refers to people or companies advertising or listing the availability of their services on the Marketplace (“Services”).  Consumers and Service Providers and other visitors to the Marketplace are referred to collectively as “Users” and individually as a “you” or “User”. “Terms” or “Agreement” refers to these Terms of Service, as may be amended from time to time by us.   Other capitalized terms may be defined below.

These Terms apply to all Users, as applicable and set forth herein, and any terms specifically applicable to Consumers or Service Providers will be identified as such.    

Acceptance of Terms of Service

These Terms, which include our Privacy Policy, are a binding legal agreement and govern your use of the Marketplace and our Site, including all features and functionalities, applications, updates, notifications, and our user interfaces, and all content and software associated therewith.  By checking the “I agree to the Terms of Service and Privacy Policy” checkbox during registration as a Service Provider or by installing, using, visiting, or browsing the Marketplace or Site, you accept and agree to be bound by these Terms as amended from time to time. If you do not agree to these Terms, you are not authorized to use, and you should not use, the Marketplace. If you become dissatisfied with the Marketplace or these Terms, including any modifications we may make as set forth below, your remedy is to immediately stop use of the Marketplace and, if a registered Service Provider, terminate your registration.

The Service is intended only for users aged 18 and over. By registering for or using the Marketplace, you warrant that you are at least 18 years old.  If you are registering or using Company for or on behalf of a business or other legal entity, you represent that you have the authority and right to bind the business or entity to these Terms.   

Company Platform and Venue

The Marketplace provides an online venue where Service Providers can list their available Services and Consumers can find and contact Service Providers. The Company provides the Marketplace to facilitate Consumer searches for Services Providers, but does not itself offer or provide Services to Consumers.  Nor does the Company offer or provide real estate, financing, or legal advice or participate in the transaction between any Consumer and a Service Provider.  All transactions shall be between the users and we will not be a party to any contract involving such transaction.  We do not confirm the identity of or control, monitor, verify or endorse any User, whether a Consumer or Service Provider, or any content, documents, materials or other information provided by any of the foregoing.  You are solely responsible for verifying any content or other information posted by another User and for confirming the quality, safety, availability, authenticity or existence of any product or service offered or promoted by a User through the Service.

Account Registration; Use of the Marketplace

Registration

Consumers. Consumers do not need to register in order to browse the Marketplace or search for Service Providers. Consumers may use the Marketplace to discover information about Service Providers.

Service Providers. Service Providers must register for use of the Marketplace; provided, however, that PreclosePros using the Company’s Preclose real estate closing automation software (the “Automation Service”) are automatically listed as a Service Provider in the Marketplace. If you are registering as a Service Provider, you will be able to create and maintain a public profile (“Profile”) on the Marketplace describing the Service Provider company, the Services available, geographic territory and contact information and such other information as may be included in your Profile. You agree that all information you provide to us will be complete, true and correct and that you will keep it up-to-date. You agree that Consumers may view your Profile information and contact you regarding your Services. During the registration process, you will choose a user name and password for your use of the Marketplace.  You will be responsible for securing your user name and password and for all use of the Marketplace using your email address or password. You agree that you will not disclose, trade or transfer, with or without payment, your password.   You agree to notify us promptly of any unauthorized use of your account or disclosure of your password. We reserve the right, but do not undertake any obligation, to verify your identity or any information in your Profile. 

Suspension or Termination of Use. You agree that we will have the right to suspend or terminate any User’s use of the Marketplace, including removing any Service Provider, if we believe any information you have provided during the registration process is inaccurate or incorrect or for any other reason in our sole discretion.    

Service Provider Representations and Obligations.  All Service Providers hereby agree to the following:

(a) You represent that you have a business or are apart of a legal entity (whether as a self-employed individual/sole proprietor or as apart of a corporation or other entity), and that : (i) You have and shall maintain all permits, licenses, authorizations or other registrations or permissions required by all federal, state and local laws, rules, regulations or professional codes or conduct and rules (“Applicable Requirements”).  You shall comply with all Applicable Requirements in your use of the Marketplace and performance of Services. 

(b) You agree that all use of the Marketplace, performance of Services and interactions with any other Users, including Consumers, shall be professional, courteous and in accordance with the highest standard of ethics and integrity.

(c) You will not engage in discriminatory behavior, price gouging, or other unlawful or unprofessional behavior or business practices.

(d) You represent that you have received all permissions and consents necessary for providing to the Marketplace any contact information, including names, email addresses or telephone numbers, for Service Provider employees or contractors that you may provide and that the Company is authorized to publish, post and use such information in connection with provision of the Marketplace.   

User Obligations.

Consumers. Your use of the Marketplace shall be solely for your own personal use.  You will comply with all applicable laws in connection with your use of the Marketplace. You will interact with any other Users and Service Providers in a respectful, professional and courteous manner.

Service Providers.  You will use the Marketplace solely for your own business purposes and the provision of Services by you for Consumers.  You will not provide information in your Profile or otherwise to any Consumers that this false or misleading. You will not register for more than one Service Provider account or use more than one Service Provider name and Profile.

Users. You will not attempt to circumnavigate or violate any security features of the Marketplace or Site, including accessing any content or information not intended for you.  You are not permitted to harvest, gather or collect, through automated means or otherwise, the personal and/or contact information of other Users. 

All Users are responsible for their own use of the Marketplace and Site.  As part of your use of the Marketplace and Site, You agree that you will not:

  • interfere with, or attempt to interfere with, the normal operations of the Marketplace or any other User’s use of the Marketplace, including by deleting, altering or blocking another user’s postings or profile, deliberately misidentifying your products, services or postings, overloading, flooding, spamming or crashing the Marketplace or its underlying systems or by altering any profile or other information provided by any User;
  • post, share, link to or submit any content or material that is libelous, defamatory, invasive of privacy or publicity rights, vulgar, profane, indecent, obscene, sexually explicit or exploitative,
  • use the Marketplace or any information on the Marketplace to harass, bully, threaten, humiliate, stalk or otherwise intimidate any other User or any third party;
  • post, share, link to or submit any content or material that constitutes hate speech, promotes violence against any group or person or is otherwise objectionable;
  • post, share, link to or submit any content or material that is fraudulent, false, misleading or deceptive;
  • impersonate or falsely suggest or claim an affiliation with any other person or entity;
  • create, share, link to, upload or otherwise use the Marketplace to support unwanted email or other communications (“Spam”) to any other User or third party or to establish or develop any fraudulent business practice, including pyramid schemes or chain letters;
  • seek to monetize the Marketplace or Site;
  • solicit, collect, distribute, publish or use the login credentials of any other User;
  • You may not use any page-scraper, spider, robot or other automatic device or methodology to access, acquire, copy or monitor any user information or content provided on or through the Marketplace (other than as may be the result of standard search engine protocols or technologies). 
  • collect, store or analyze information about other Users, except as authorized by such User;
  • provide support or resources or conceal or disguise the nature, location, source or ownership of support or resources to any organization designated by the U.S. government as a foreign terrorist organization;
  • expose the Company or any User(s) to any civil or criminal liability; or
  • violate any applicable law or encourages conduct that would constitute a criminal offense.

Each User is responsible for the content that such User uploads, shares, posts, links to or otherwise makes available via the Marketplace (“User Content”).   You represent and warrant that you own or have sufficient rights, permissions and licenses in and to all User Content, including without limitation, all photographs, images, video, audio or written materials.  You hereby grant to us a perpetual, irrevocable, royalty-free, non-exclusive, worldwide right and license to use, reproduce, modify, distribute, perform, display, transmit and create derivative works of your User Content as necessary for provision of the Marketplace and in connection with the promotion of the Marketplace, including on our website, the app, our social media channels and other marketing and promotional materials and as set forth in these Terms, subject to our Privacy Policy. We reserve the right, but not obligation, to review or monitor any User Content or use of the Marketplace by any User and may remove or restrict access to any User or User Content we deem to be inappropriate, in violation of these Terms or applicable law.  If we believe any User Content or use of the Marketplace is in violation of any applicable law, we reserve the right to report such User Content and information regarding the User to the appropriate legal authorities. You understand and agree that we cannot control how other Users may use the Marketplace or information available on the Marketplace, including posting of offensive User Content, or use or sharing your User Content  and release us from all liability arising from any other user’s acts.   

User Transactions.  You hereby acknowledge and agrees that all contracts and agreements between a Consumer and Service Provider are solely between such Users and that the Company is not a party to and shall not be responsible or liable for any such transaction, including the failure or poor performance of Services or failure of a Consumer to make payment in full for Services. Scheduling and all other terms for Services are between the Consumer and Service Provider. You understand that the Marketplace is a discovery resource and not a recommendation service. Company does not sponsor or endorse any Service Providers or Consumers and availability on the Marketplace is not an indicator that the Company has verified the identity of a User or the quality of any Services. Some Service Providers may also be PreclosePros using the Company’s Automation Service and that such Service Provider’s Profile may be listed in a Consumer’s search results in a priority position based on completed transactions with the Automation Service; provided, however, that such position is not an indicator of Company’s endorsement or recommendation of such Service Provider. In the course of your use of the Marketplace including purchase of Services, you may obtain personal information about other Users that is not otherwise publicly available.  You agree to use such information solely for the purposes of completing the applicable transaction and you will not use the information for any other purpose without the consent of the other party.  You are solely responsible for your interactions with other Users, whether on the Marketplace or otherwise.   You agree to adhere to the terms of any transaction you enter into with a User of the Marketplace.     

The Company does not conduct backgrounds checks or otherwise verify Users.  Users should take appropriate precautions when scheduling an in-person meeting or service.  You agree that under no circumstance will the Company be liable for any damages arising from your meetings, transactions or interactions with other Users.

Comments.  You acknowledge that the Marketplace may include functionality that will enable other Users to rate or comment on their experience with you. You agree that any comments, flags or other assessments of another User shall be respectful, true and accurate. You understand that the Company may provide tools for such comments and assessments, but does not control any User’s use of such tools or comments. You therefore release the Company from any liability with to such comments, flagging or assessments.  You agree to follow our guidelines on comments or ratings and that you shall not use any comments, assessments or other User feedback for any purpose, other than as necessary in connection with your use of the Marketplace.  You agree that you will not take any actions to manipulate or undermine the assessment features.  We reserve the right to take such actions or to not take any action as we deem appropriate based on User complaints or such assessments at any time, which may include terminating a Service Provider’s use of the Marketplace.   

Privacy

Any personally identifying information submitted through the Marketplace is subject to our Privacy Policy, the terms of which are incorporated herein. Please review our Privacy Policy to understand our practices. The date of any changes to our Privacy Policy will be noted at the bottom of the policy.  We may use your personal information as described in the Privacy Policy.  Without limiting the provisions in our Privacy Policy, you understand that any information, including your Profile information and any User Content, may be available on the Marketplace or to other Users   

Intellectual Property

Ownership.  The Site and Marketplace, including all content, graphics, audio, video, pictures, trademarks, service marks, logos and other material on the Site or Marketplace (other than User Content), and its underlying software (the “Software”), algorithms, databases, look and feel and arrangement, are the intellectual property of Company, subject to copyright and other intellectual property protections.  The Company mark PRECLOSE, and our logo are the trademarks of Company.  All rights in and to our Site, the Marketplace and the Software not expressly granted herein are reserved by us. 

Restrictions.  You may not copy, republish, mirror, transmit, perform, sell or distribute any part of the Site or Marketplace for any commercial or other purpose or other than as expressly permitted herein.  You may not alter, modify or create derivative works of the Software, Site or Marketplace and shall not access or attempt to access, reverse engineer, decompile or otherwise discover the source code of the Software.

User Content.   The User will retain ownership of all User Content created or posted by such User, subject to the license granted to us herein.  You may not repost, publish or distribute any other User’s listings without our prior written consent and that of the original poster.

Copyright Policy 

We respect the intellectual property rights of others and we expect our Users to do so.  We rely on our Users to comply with copyright laws as they are in the best position to know if the User Content they provide is theirs or if they have the right to post the content.   

However, we take allegations of infringement seriously and it is our policy to respond to a valid DMCA request. We encourage you to consult with your own counsel before sending any DMCA notice or other intellectual property notice.

We reserve the right to terminate any User who repeatedly infringes the rights of others, in our sole discretion.    

Feedback

Feedback We may from time to time request our Users to evaluate, assess or provide feedback regarding the Marketplace or proposed improvements or new functions for the Marketplace.  You agree that Company will own the results of any such evaluations and feedback and may use such results in its sole discretion.  Any improvements, new features, or new services that may be created or developed by Company based on User evaluations will be exclusively owned by Company without right of any User to consideration or attribution. 

Fees

We do not currently charge either Consumers or Service Providers a fee for use of, searching on or listing on the Marketplace.  In the future, we may charge Consumers or Service Providers a registration fee, usage fee or other fees for use of the Marketplace, which will be posted on the Marketplace.  We reserve the right to establish, modify, increase, decrease or end any such fees or other charges at any time. You understand that if we establish any such fees, you will be required to pay the applicable fees for continued use of the Marketplace.     

Termination

These terms will apply to your use of the Marketplace effective upon registering for or commencing use of the Marketplace and will continue for so long as you use the Marketplace. We may at any time cease to continue operating part or all or selectively disable certain aspects of the Marketplace. We may suspend your use of or access to the Marketplace if we determine in our sole discretion that you have breached this Agreement.

Enhancement and Maintenance of the Marketplace

We reserve the right to modify and enhance the Site and Marketplace at any time, including by adding new or ancillary listings, functions or services.  Such functions or services may require the payment of additional fees as are posted by us on the Site or Marketplace.   We may also issue corrections or modifications or upgraded versions of the Marketplace and Software at any time in our discretion.  From time to time and with or without notice, the Marketplace may be unavailable so that we may perform ongoing, scheduled or emergency corrections or upgrades.  We may also establish additional rules, limits or policies regarding the Marketplace and you agree that your compliance with such rules, limits or policies shall be a condition of your continued use of the Marketplace, or the applicable function.  For example, we may establish limits on the number of Service Providers in the Marketplace in a geographic territory or offer fee-based premium posting, advertising or promotional services for Service Providers. 

WARRANTY DISCLAIMER

The SITE OR MARKETPLACE MAY EXPERIENCE UNEXPECTED DOWNTIME OR BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR SCHEDULED MAINTENANCE OR UNSCHEDULED EMERGENCY MAINTENANCE OR DUE TO REASONS BEYOND OUR REASONABLE CONTROL. THE MARKETPLACE AND SOFTWARE IS PROVIDED ON AN “AS IS” WHERE IS” BASIS. WE HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE MARKETPLACE, SOFTWARE OR ITS CONTENT OR ANY SERVICE PROVIDER, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSES, AND NON-INFRINGEMENT OF ANY THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS.   COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, ROBUSTNESS, SECURITY OR COMPLETENESS OF THE MARKETPLACE, THE SOFTWARE OR ITS CONTENT, OR OTHERWISE.  WE MAKE NO WARRANTIES OR GUARANTEES REGARDING THE LEGAL COMPLIANCE OF THE MARKETPLACE WITH REQUIREMENTS IN ANY SPECIFIC JURISDICTION, AVAILABILITY OR RELIABILITY OF THE MARKETPLACE, THAT THE MARKETPLACE WILL BE ACCESSIBLE AT ANY SPECIFIC TIME OR THAT ANY SEARCH RESULTS GENERATED BY THE MARKETPLACE WILL BE ACCURATE OR CORRECT OR MEET A CONSUMER’S NEEDS.  WE DO NOT MAKE ANY REPRESENTATIONS THAT LISTING ON THE MARKETPLACE WILL INCREASE YOUR REVENUES OR PROFITS.   ALL USE OF THE MARKETPLACE OR ENTRY INTO ANY CONTRACT WITH ANOTHER USER IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THE MARKETPLACE, YOUR SOLE REMEDY IS TO DISCONTINUE USE.

If you are an individual User, we hereby expressly disclaim, and you accept such disclaimer, any liability for any loss or damage to you or any other User arising from your use of the Marketplace.  If you have a dispute with any other User including a Service Provider or any transactions between you and another User relating to Services or any other matter, you hereby release us from any and all liability, claims, demand and damages associated with such User or such transaction. 

LIMITATION ON LIABILITY

IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY DIRECT, PUNITIVE, CONSEQUENTIAL, SPECIAL, AND/OR INDIRECT DAMAGES, OR ANY LOSS OF GOOD WILL, PROFITS OR BUSINESS. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO ANY USER IN CONNECTION WITH USE OF THE MARKETPLACE EXCEED THE GREATER OF (I) $50.00 OR (II) THE TOTAL AMOUNT THAT PAID TO US FOR USE OF THE MARKETPLACE FOR THE APPLICABLE CLOSING WITHIN THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, WHETHER SUCH LIABILITY IS BASED IN CONTRACT, TORT OR OTHERWISE.    Any claim or cause of action by you must be brought within one (1) year following the occurrence of the event resulting in such claim or action. These limitations shall apply regardless of whether we knew, should have known or were forewarned of the possibility of such damages, but will not apply to any intentional damage or damage caused by our knowing violation of applicable law. 

Some jurisdictions do not allow for limitations of liability or warranty so these may not apply to you.

Indemnification

You hereby agree to indemnify, defend and hold Company and its affiliates and each of their owners, members, directors, officers, managers, employees, independent contractors, subcontractors, agents and representative (“Indemnified Parties”) harmless from any claim, cause of action, proceeding, liability, taxes, damages, loss, attorney fees, cost and expenses arising from or related to (i) your breach of these Terms and/or (ii) your use of the Marketplace, including if you are a Service Provider any Services performed for or purchase by a Consumer, or if you are a Consumer, any Services provided by a Service Provider.    

Miscellaneous Provisions

Assignment.   You may not assign your rights hereunder. We can assign our rights hereunder at any time without restriction.

Governing Law. To the extent permitted by law, these Terms, your use of the Marketplace are governed by South Carolina law, without giving effect to its conflict of law provisions.

Entire Agreement.   These Terms together with our Privacy Policy and any other legal notices or policies published by us through the Marketplace, constitute the entire agreement between you and Company concerning your use of the Marketplace.  Any modification of these Terms or an Order Form must be in a writing executed by a duly authorized officer of Company.   

Notices.  You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Arbitration Provisions

ANY CONTROVERSY OR DISPUTE BETWEEN COMPANY AND YOU ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE AND/OR YOUR USE OF THE MARKETPLACE THAT CANNOT BE SETTLED BY MUTUAL AGREEMENT SHALL BE EXCLUSIVELY AND FINALLY SETTLED BY ARBITRATION. THE ARBITRATION SHALL BE BEFORE THE AMERICAN ARBITRATION ASSOCIATION (THE “AAA”), IN CHARLESTON, SC, AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF SOUTH CAROLINA.

ALL NOTICES AND REQUESTS FOR ARBITRATION SHALL BE MADE IN COMPLIANCE WITH THE RULES SET FORTH BY THE AAA. IN THE EVENT THAT ANY PARTY TO THIS AGREEMENT DESIRES TO SEEK ARBITRATION, IN ADDITION TO COMPLIANCE WITH THE RULES SET FORTH BY THE AAA, THE PARTY REQUESTING ARBITRATION SHALL GIVE WRITTEN NOTICE TO THE OTHER PARTY AT LEAST TEN (10) DAYS PRIOR TO FILING ITS REQUEST WITH THE AAA. THIS NOTICE SHALL SET FORTH THE NATURE OF THE DISPUTE, THE AMOUNT INVOLVED (IF ANY), AND THE REMEDY SOUGHT.

YOU AND WE AGREE THAT ANY CLAIM SHALL BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, THEREBY WAIVING THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN A CLASS ACTION RELATING IN ANY WAY TO A DISPUTE.

THE PARTIES UNDERSTAND THAT ARBITRATION IS FINAL AND BINDING ON THE PARTIES. THE PARTIES FURTHER UNDERSTAND THAT BY SIGNING THIS AGREEMENT THEY ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL. NOTWITHSTANDING THIS PROVISION, THE PARTIES AGREE THAT COMPANY MAY SEEK IMMEDIATE INJUNCTIVE RELIEF IN ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER OR PERSONS FOR WHICH RELIEF IS SOUGHT. JUDGMENT ON ANY AWARD RENDERED BY THE ARBITRATOR(S) MUST BE ENTERED AND CONFIRMED EXCLUSIVELY IN ANY COURT HAVING JURISDICTION. 

ALL AWARDS SHALL BE MADE IN CONFORMITY WITH THE AAA RULES AND THE PARTIES UNDERSTAND THAT THE ARBITRATOR(S) MAY AWARD MONETARY DAMAGES AND ARE AUTHORIZED TO GRANT PRE-AWARD AND POST-AWARD INTEREST AT COMMERCIAL RATES ON ANY MONETARY AWARD. ANY SUCH AWARDS SHALL BE SUBJECT THE LIMITATION OF LIABILITIES SET FORTH HEREIN.

IF YOU DO NOT AGREE TO THESE ARBITRATION TERMS, YOU MAY OPT-OUT OF SUCH ARBITRATION, BY SENDING A DETAILED OPT-OUT NOTICE TO THE COMPANY AT support@preclose.com. SUCH NOTICE MUST BE RECEIVED WITHIN THIRTY (30) DAYS OF YOUR INITIAL USE OF THE MARKETPLACE.  YOUR NOTICE MUST INCLUDE YOUR NAME, YOUR USER NAME AND ACCOUNT, YOUR ADDRESS, TELEPHONE NUMBER AND EMAIL ADDRESS ASSOCIATED WITH YOUR COMPANY ACCOUNT.

You consent and submit to the sole jurisdiction and venue of the state or federal courts of the state of South Carolina.

Attorneys Fees.  We shall be entitled to our reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with the enforcement of these Terms of Marketplace against you.

How to contact us

If you have any questions regarding these Terms of Service, you may contact us at support@preclose.com.

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