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Last Revised May 5, 2004 Welcome to the Member Agreement. This is a legal agreement between you and Keen Europe Limited (hereinafter referred to as "Keen Europe"). If Keen Europe accepts your Member Sign-up Form, you will become a "Member" having access to the Site and Advisor Services only under the policies, terms and conditions below. For convenience, we will refer to the Keen.co.uk website, Mail (any email you send from your Member account to another Member), phone services (including services available through toll free and other numbers that Keen Europe maintains for access by Members) and any content therein provided by Keen Europe as the "Site." We will refer to any advice, information and other products or services you may receive from other Members (in their role as Advisors) or their listings on the Site as the "Advisor Services." Members who solicit or receive Advisor Services from other Members will be referred to as "Members." Members who create listings and/or provide Advisor Services will be referred to as "Advisors." The policies, terms and conditions below limit Keen Europe's liability and obligations to you and allow Keen Europe to change, suspend or terminate your access to and use of the Site and Advisor Services. We urge you to carefully read the following terms and conditions, and all policies referenced below or elsewhere on the Site. The following policies and rules are incorporated into the Member Agreement by reference and provide additional terms and conditions: the Advisor Rules Policy, Payment Policy, Privacy Policy, Feedback Policy, Photo Policy and Anti-Spam Policy. To the extent that there are any conflicts between the terms or conditions in such related policies and the Member Agreement, the terms and conditions of the Member Agreement shall govern. YOU UNDERSTAND THAT BY CLICKING THE BUTTON TO CONTINUE ON THE REGISTRATION PAGE, BY USING THE SITE AND ANY ADVISOR SERVICES INCLUDING ANY CONTENT PROVIDED THEREIN, BY INITIATING ANY FORM OF COMMUNICATION WITH A MEMBER OR BY POSTING ANY LISTINGS ON THIS SITE, YOU ARE AGREEING TO BE BOUND BY THIS MEMBER AGREEMENT THAT BINDS YOU IN THE SAME WAY THAT A PAPER CONTRACT BINDS YOU. ALL USE OF THE SITE AND ADVISOR SERVICES IS SUBJECT TO THE TERMS OF THIS MEMBER AGREEMENT AND THE POLICIES, TERMS AND INSTRUCTIONS REFERENCED IN THE SITE, WHICH ARE INCORPORATED AND CONSIDERED AS PART OF THESE TERMS. NOTWITHSTANDING THE ABOVE, THE KEEN EUROPE GROUP MANAGER AGREEMENT WILL APPLY TO ANY ACTIVITIES OF A MEMBER ACTING AS A GROUP MANAGER OF A CUSTOM GROUP OF KEEN EUROPE LISTINGS, ORGANISED USING THE GROUP MANAGEMENT TOOLS MADE AVAILABLE ON THE SITE ("GROUP"; THE MANAGER WILL BE REFERRED TO AS THE "GROUP MANAGER"). YOU MUST ACCEPT WITHOUT MODIFICATION ALL OF THE TERMS, CONDITIONS, POLICIES AND NOTICES REFERENCED IN THIS MEMBER AGREEMENT IN ORDER TO ACCESS AND USE THE SITE AND ADVISOR SERVICES. IF YOU DO NOT ACCEPT THIS MEMBER AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR ADVISOR SERVICES. If you have a question, please contact Customer Support. 1. Eligibility to use the Site and Advisor Services is limited. The Site and Advisor Services are available only to persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. Without limiting the foregoing, the Site and Advisor Services are not available to temporarily or indefinitely suspended Members. You shall not use the Site or become a Member if you are located or reside in a country (a) in which use or participation is prohibited by law, decree, regulation, treaty or administrative act or (b) is prohibited from entering into trade relations with the United Kingdom or its citizens. 2. You use or provide Advisor Services, and consult with Advisors, at your own risk. (a) Keen Europe does not evaluate, provide or control the Advisor Services, or information or exchanges between Members, in any manner. Keen Europe does not itself provide any advice, information and other products or services, nor verify, guarantee or make any representations regarding the identity or qualifications of any Advisor. Instead, Keen Europe acts as a facilitator to allow Members to share advice, information and other products or services among themselves. Although Keen Europe helps its Members connect with each other, it does not monitor the advice exchanged, and, as a result, Keen Europe does not control, nor is responsible for, the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said or written by Members, including without limitation any information contained in Advisor listings or made available through this Site. The Site is not intended for use as a payment service to exchange goods or documents. Keen Europe is not responsible for use or exchange of any information, files or goods between Members. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Site and Advisor Services, in evaluating the qualifications of, and statements made by, Members in listings or through the Member feedback system, and in disclosing personal information to other Members. Keen Europe recommends that you do not disclose personal contact information to Members. If you do, you do so at your own risk. Placement of a Member in a particular subcategory does not mean that they are qualified in any such area or category. Keen Europe assumes no responsibility for monitoring any Member feedback or otherwise policing its Members in any way. If you ever believe that a Member has violated the law or is defrauding, threatening or endangering anyone, Keen Europe urges you immediately to contact the police directly for help. In addition Keen Europe does not recommend or encourage Members to use the Site or Advisor Services to solicit other Members to meet with them in person. (b) Keen Europe does not refer, endorse, recommend, verify, evaluate or guarantee any advice, information and other products or services provided by Advisors or Members, or any specific Member, Advisor or Advisor Services, and nothing shall be considered as a referral, endorsement, recommendation or guarantee of any Advisor or group of Advisors by Keen Europe. You must use your judgment to determine whether to initiate, receive and/or discontinue use of the Advisor Services. Members who initiate, receive and/or discontinue use of the Advisor Services do so entirely at their own risk, and Keen Europe bears no responsibility in this regard. In accordance with its Privacy Policy, Keen Europe does not monitor telephone conversations between Members. However, Keen Europe reserves the right to contact Members and review Mail without revealing its identity, in order to evaluate compliance with the rules and policies set forth in this Member Agreement. (c) If you have a dispute with another Member, or suffer any harm arising out of or connected with any Advisor Services, you hereby waive all claims against and release Keen Europe (and its subsidiaries, employees, officers, directors, shareholders, suppliers, joint venturers and agents) from any and all liability for claims, demands, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any Advisor Services or with regard to such disputes. You agree to waive your rights under any applicable laws, statutes or regulations which state that a general release does not extend to claims which a creditor does not know or suspect to know exist in his favor at the time of executing any such release, but which would have materially affected the creditor’s settlement with the debtor had they been known, if such laws, statutes or regulations apply in your jurisdiction. (d) Upon becoming a Member, you will be entitled to access other websites of Keen Europe affiliated entities, including Keen.com (each, a "KeenSite"), either as an Advisor or a Member. Please review the following Keen.com agreements and policies (the Member Agreement, the Advisor Rules Policy, the Group Manager Agreement, the Privacy Policy, the Anti-Spam Policy, the Payment Policy and the Satisfaction Guarantee) that will govern your visit to the Keen.com website and contain different terms than those governing this Site. You acknowledge that each KeenSite is governed by its own set of agreements, policies and instructions which may differ in material respects to the agreements, policies and instructions governing this Site. By accessing any other KeenSite or by using any KeenSite and affiliated services, including any content provided therein, you agree to be bound by the terms and conditions of the agreements, policies and instructions of such KeenSite. 3. Keen Europe may modify this Member Agreement, or suspend or terminate your use of the Site, at any time without notice to you. (a) Keen Europe reserves the right in its sole discretion to modify or discontinue the Site, or modify the terms and conditions of your use of the Site, without notice. All modified terms and conditions will be effective thirty (30) days after they are initially posted on the Site. Changes to the Payment Policy are effective after Keen Europe provides Advisors with at least fourteen (14) days notice of the changes by emailing Advisors. If any modification is not acceptable to you, your only recourse is to cease using the Site and Advisor Services. By continuing to use the Site or any Advisor Services following any posting of a new Member Agreement or policies on the Site, you accept and agree to be bound by the new Member Agreement or policies. (b) Without limiting other remedies, Keen Europe may at any time suspend or terminate your membership, remove or disable content provided by you and/or refuse to provide access to the Site without reason or notice to you. In addition, Keen Europe may notify your bank and/or authorities or take any actions it deems appropriate without notice to you, (i) if Keen Europe suspects that you have failed to comply with any provision of this Member Agreement or any policies or rules established by Keen Europe; (ii) if Keen Europe is unable to verify or authenticate any billing or payment information you provide to Keen Europe; or (iii) if Keen Europe suspects that your actions may be illegal or cause liability, harm or disruption for you, other Members, Keen Europe or the Site. You have the right to cancel your membership in Keen Europe by filling out the Customer Support form and selecting "Cancel Account" in the subject line. Any suspension, termination or cancellation will not affect your obligation to pay any amounts due to Keen Europe. 4. The Site is only a venue for Member listings. Keen Europe acts only as an interface to facilitate communications initiated between Members. As a Member, you are not an employee, agent or contractor of Keen Europe, and you shall not represent that you are any of the foregoing. You are solely responsible for all equipment necessary to access and use the Site and Advisor Services, and for reporting and payment of all taxes associated with fees transferred to you by Keen Europe. 5. You are solely responsible for all use made of the Site and Advisor Services under your password and Member account information and agree to pay for all Advisor Services purchased using your password and Member account information. (a) The rates for Advisor Services are as set forth in the applicable Advisor listing. "Transaction" means any live or recorded call through the Site initiated using your password and Member account information and any Mail response sent to your Mail account in response to a request for advice, information or other products or services from an Advisor who lists a fee for email responses (each a "Paid Mail"). You hereby authorise Keen Europe to collect fees for each Transaction by debiting your Member account immediately upon conclusion of each Transaction, regardless of quality or completeness. Fees for live calls are calculated based on the per-minute rate listed and the duration of the call. Fees for recorded calls are determined based on the listed fee. Fees for Paid Mail are collected immediately upon acceptance of the Paid Mail, regardless of quality or completeness, by the receiving Member and are determined as set forth in the Advisor listings. You authorise Keen Europe, directly or through third parties, to make any inquiries we consider necessary to validate your Member account and/or listing information. This may include ordering a credit report and performing other credit checks or otherwise verifying the information you provide. (b) You agree to maintain the confidentiality of your password and Member account information and to supervise all activities that occur under your Member or name, password or Member account, including, but not limited to, any and all usage of the Site by other persons under your Member name and password. You agree that you will not permit, enable, introduce or facilitate (i) non-Members having access to or use of the Site or Advisor Services in any manner without such individuals first becoming Members and (ii) other Members to use a specific Advisor Service at the same time that you are doing so. (c) You agree that Keen Europe is not responsible for any loss that you may incur as a result of any unauthorised person using your Member account or password. You agree that Keen Europe may use information provided by you as described in the Privacy Policy. (d) Based on Member account use and other factors identified by Keen Europe in its sole discretion, Keen Europe may require verification of your credit, identity and/or other background information in order for you to continue using the Site. In such event, you agree to provide Keen Europe with additional information that may be requested, you consent to Keen Europe's disclosure of your personal information to third-party service providers in order to verify your credit, identity and/or other background information, and you authorise Keen Europe to obtain a consumer credit report from consumer credit reporting agencies and to verify your identification. 6. In using or accessing the Site or Advisor Services, you agree to comply with the following: (a) You (as a Member receiving Advisor Services) will not record or otherwise store any live or pre-recorded voice Advisor Services that you receive through the Site. You (as an Advisor providing Advisor Services) will not record or otherwise store any calls you conduct with a Member. Notwithstanding the foregoing, Advisors may provide pre-recorded voice Advisor Services (each, a "Recorded Listing" as described further on the Help page of the Site) to Members in accordance with the Advisor Rules Policy. (b) You will not use the Site for any purpose that is unlawful, fraudulent or contrary to this Member Agreement and the policies of Keen Europe, and you will cooperate fully with Keen Europe to investigate any suspected unlawful, fraudulent or improper activity, including but not limited to granting authorised Keen Europe representatives access to any password-protected portions of your Member account. (c) You will not solicit or provide advice, directly or through writings, as to the value of securities or as to the advisability of investing in, purchasing or selling securities or any report or analysis concerning securities. (d) You will conduct all for-fee communications that you have with other Members only through the Site, and you will not circumvent or attempt to circumvent the Site using third-party payment services. (e) You will not use the Site in any manner that harasses another Member or could interfere with any other party's use or enjoyment of the Site. You will respect the privacy of others and not use the Site for unwelcome, rude or abusive communications. (f) You will not attempt to gain unauthorised access to any Member account information, computer systems or networks associated with the Site. (g) You will not attempt to obtain any information or materials relating to the Site through any means not intentionally made available through the Site. (h) You will not "frame," "mirror" or otherwise copy any portion of the Site without Keen Europe's express written authorization. (i) You will continue to provide true, accurate and complete payment registration information and will maintain as current and promptly update your personal contact information that you provide to Keen Europe, as applicable. You will not use false identities or impersonate any other person or use a name that you are not authorised to use. (j) You will not use the Site to solicit Members, to promote any product or services other than the information services described in your Member listing which are provided through the Site, to provide any product or services related to, claiming success with or offering information regarding lottery numbers or for purposes of multi-level marketing proposals (for example, offering to help participants "get rich quickly," "lose weight now" or "make money surfing the Web"). (k) You will not transmit "junk mail," "spam," "chain letters" or unsolicited mass distribution of email or bulletin board postings, or transmit solicitation for employees, consultants, contractors or for participation on other websites. See our Anti-Spam Policy for further information. (l) You will not use the Site to promote bonus items, giveaways, random drawings, prizes, contests or games of chance. (m) You will not take any actions which may undermine the Member referral system, or the Member feedback system used to solicit feedback from Members, including without limitation leaving positive feedback for yourself or other Members, using secondary Member names or third parties or leaving negative feedback if a Member fails to perform some action that is outside the scope of the services described in his or her Member listing. (n) You will not create obscene, offensive, tasteless, defamatory or hateful Member names or content for listings. (o) You will not encourage or instruct any other individual to do any of the foregoing or to violate any term of the Member Agreement and Keen Europe policies. (p) You will, when dealing with any matter concerning estate agency or property development business, comply with the Property Misdescription Act of 1991. (q) You will not use the Site in any manner that promotes medicinal products, the treatment of cancer or venereal disease, or the adoption of children or surrogacy arrangements. (r) You may not modify, reformat, copy, reverse engineer, decompile, disassemble, display, distribute, transmit, license, create derivative works from, transfer or sell any source code, object code, the Site information, products or services obtained from Keen Europe, except as permitted by this Member Agreement or under applicable laws. 7. As between the parties, Keen Europe shall retain all ownership in the Site including all URLs and any content created or derived from the Site. You shall and hereby do assign to Keen Europe all right, title and interest in and to any material, ratings, suggestions and/or comments submitted by you as part of the Member feedback system. You grant Keen Europe the right to use or reference your Member name on the Site and elsewhere to promote the Site without your consent or compensation to you. 8. If you act as an Advisor, you will comply with and be subject to Keen Europe's Advisor Rules Policy and Payment Policy. Keen Europe's Advisor Rules Policy and Payment Policy are available on the Advisor Rules Policy and Payment Policy pages, and are incorporated into this Member Agreement by reference. 9. Account Maintenance Fee. Keen Europe may charge an Account Maintenance Fee of two pounds sterling (£2) per month for all Member accounts. However if the Member uses the Member account to purchase advice, information or other products or services, then for a period of twelve (12) months from the date of such use, Keen Europe may waive the Account Maintenance Fee for all active Member accounts. 10. Keen Europe disclaims any warranties or representations regarding the Site and Advisor Services. THE SITE AND ANY ADVISOR SERVICES OR GOODS OBTAINED THROUGH THE SITE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WITH NO WARRANTY OF ANY KIND. KEEN EUROPE AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL CONDITIONS, TERMS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, ADVISOR SERVICES AND ALL COMMUNICATIONS BETWEEN MEMBERS MADE THROUGH THE SITE, INCLUDING ANY IMPLIED OR STATUTORY CONDITION OR WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR ANY TERM AS TO THE PROVISION OF ADVISOR SERVICES TO A STANDARD OF REASONABLE CARE AND SKILL OF ANY KIND. In addition, Keen Europe makes no representation or warranty that the operation of the Site will be error free. Some jurisdictions do not allow the exclusion of warranty, so the above exclusions may not apply to you. 11. Keen Europe's liability for your access and use of the Site and Advisor Services is limited. UNDER NO CIRCUMSTANCES WILL KEEN EUROPE OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SITE OR ADVISOR SERVICES, WHETHER OR NOT ARISING AS A RESULT OF NEGLIGENCE AND EVEN IF KEEN EUROPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KEEN EUROPE AND ITS SUPPLIERS' AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES ACTUALLY EARNED BY KEEN EUROPE FROM YOU (AFTER PAYMENTS TO ADVISORS AND OTHER THIRD PARTIES) IN THE PREVIOUS TWELVE (12) MONTHS, AND (b) FIFTY POUNDS STERLING (£50). KEEN EUROPE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to you. NOTHING IN THIS MEMBER AGREEMENT SHALL AFFECT THE STATUTORY RIGHTS OF ANY CONSUMER OR EXCLUDE OR RESTRICT ANY LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM NEGLIGENCE OR FRAUD OF KEEN EUROPE. 12. Keen Europe prohibits the unauthorised use of copyrighted materials. YOU SHALL NOT USE THE SITE OR ITS ADVISOR SERVICES TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED WORKS OR VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. Keen Europe has adopted and implemented a policy that provides for the termination in appropriate circumstances of Members who infringe or are believed to be infringing the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Keen Europe's Copyright Agent listed below with the following information: (a) A physical or electronic signature of a person authorised to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at the Site; (c) 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 Keen Europe to locate the material; (d) Information reasonably sufficient to permit Keen Europe to contact the complaining party, including a name, address, telephone number and, if available, an email address at which the complaining party may be contacted; (e) A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent or the law; and (f) A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorised to act on behalf of the owner of an exclusive right that is allegedly infringed. Keen Europe's Copyright Agent for notice of claims of copyright infringement on or regarding this Site can be reached as follows: Mailing Address: Keen Europe Attn: Copyright Agent PMB #331 100 First Street, Suite 100 San Francisco, CA 94105 Phone: (415) 248-4000 Fax: (415) 248-4100 Email: copyright@keen.co.uk 13. Links to Other Websites. The Site may provide links to websites other than Keen Europe. Such links are provided for reference only, and Keen Europe neither controls such websites nor endorses any of the material on any such websites or any association with their operators. 14. Notice. Any notice or other communication to be given hereunder will be in writing and given (a) by Keen Europe via facsimile, by certified mail, postage prepaid and return receipt requested mail or email (in each case to the number or address that you provide), and (b) by you via email to notice@keen.co.uk. The date of receipt shall be deemed the date on which such notice is transmitted in the case of facsimile or email, or five (5) days after the stamped date of mailing in the case of posted mail. 15. No Assignment. You shall not assign this Member Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Keen Europe. Any such purported assignment or delegation by you without the appropriate prior written consent of Keen Europe will be null and void and of no force or effect, unless otherwise expressly consented to by Keen Europe at its sole and absolute discretion. Keen Europe may assign this Agreement or any rights hereunder without your consent. 16. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this Member Agreement each party shall be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and shall not bind nor attempt to bind the other to any contract. 17. Arbitration. Any controversy or claim arising out of or relating to this Member Agreement, the breach thereof or its subject matter shall be settled by binding arbitration in accordance with the consumer commercial arbitration rules of the tribunal designated by Keen Europe. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in the UK, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Keen Europe, the Member or any other party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. 18. You consent to the use of (a) electronic means to complete this Member Agreement, to use the Site and Advisor Services and to provide you with any notices given pursuant to this Member Agreement, and (b) electronic records to store information related to this Member Agreement or your use of the Site. You can request a copy in paper form of this Member Agreement and any other records relating to this Member Agreement or your use of the Site by sending a written request to our mailing address: Keen Europe, PMB #331, 100 First Street, Suite 100, San Francisco, CA 94105. 19. Miscellaneous. If any provision of this Member Agreement is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions of the Member Agreement and related policies shall be enforced. Keen Europe's failure to act with respect to a breach by you or others does not waive Keen Europe's right to act with respect to subsequent or similar breaches. The failure of Keen Europe to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. References in this Member Agreement to "Member" or "Membership" relate to membership of the Keen Europe community as hosted in the Site. Under no circumstances are the terms of this Member Agreement to be construed as offering membership in the form of shareholdings of any corporate entities such as those comprising the Keen Europe group of companies. THIS MEMBER AGREEMENT AND ALL MATTERS ARISING FROM IT OR CONNECTED WITH IT ARE GOVERNED BY ENGLISH LAW. This Member Agreement, together with the rules and policies of Keen Europe, constitute the entire agreement between Keen Europe and you with respect to the subject matter hereof. A person who is not a party to this Member Agreement has no right under the Contracts (Rights of Third Parties) Act to enforce any term of this Agreement. You agree that this Member Agreement and the Member rules and restrictions and policies contained therein, and Keen Europe’s enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and Keen Europe.

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