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The equipment and services referenced in the applicable Customer order will only be offered to the Customer in Canada by Norstan Canada, Ltd. d/b/a Black Box Network Services/Norstan Canada, LTÉE o/a Black Box Network Services or the applicable direct or indirect Canadian operating subsidiary of Black Box Corporation providing equipment and services in such Provence or Territory (as applicable, herein collectively referred to as “Black Box”). The Agreement (as defined below) between Customer and the applicable Black Box operating entities performing service sets forth the legal rights and obligations governing Customer orders for the purchase, installation and warranty of telecommunications, Internetworking, and/or converged equipment (“Equipment”) and/or licensed software (“Software”) (collectively, the “System”), and any services, including installation, support, maintenance, professional or managed services as well as any cabling infrastructure services (hereinafter referred to as either “Managed Services” or “Maintenance” as appropriate or collectively as “Service” or “Services”), or other related services at a single location or multiple locations as identified in the applicable order (collectively, the “Premises”). This Agreement consists of a Customer signed Black Box Order Form, Statement of Work, if applicable, a Schedule A or Customer Inventory Schedule as applicable, a selected Service Plan, if applicable, these Canadian General Terms and Conditions, supplemental product/service terms and conditions (“Canadian Additional Terms” as defined in Section 2.0 below), such terms set forth at (http://ca.blackbox.com/about/terms-and-conditions-of-sale.aspx) (all collectively, and as applicable, the “Terms and Conditions”), and applicable Software license(s) (collectively, the “Agreement”). Customer order(s) for Equipment and/or Services, including the initial order and all subsequent orders (collectively, the “Order”), shall be incorporated into the Agreement by reference and shall become a part of the Agreement during the Term (as defined herein). Customer Orders shall be set forth on either an Order Form signed by the Customer in the form designated by Black Box or in the event of a Modification (as defined below) to a System, either a Customer Service Order or a Job Change Order (as defined in the Canadian Additional Terms) signed by the Customer (collectively, the “Order Form”). Only those Canadian Additional Terms for specific Equipment and Services, as listed therein, ordered or used by Customer are applicable to this Agreement. A Statement of Work and/or Service Plan, if applicable, shall be attached to the Order Form and shall be deemed incorporated into this Agreement.
In the event of any inconsistency between the Terms and Conditions, Statement of Work, Service Plan, exhibits, attachments or Orders made a part or in accordance with the Agreement precedence shall be given to:
(1) Canadian General Terms and Conditions set forth herein;
(2) Canadian Additional Terms posted at (http://ca.blackbox.com/about/terms-and-conditions-of-sale.aspx);
(3) The Statement of Work;
(4) The Service Plan;
(5) Any Order executed pursuant to this Agreement;
(6) Schedule A or Customer Inventory Schedule; and
(7) Any other attachment or exhibit to this Agreement.
THESE CANADIAN GENERAL TERMS AND CONDITIONS MAY BE MODIFIED FROM TIME TO TIME AS REQUIRED BY LAW. CUSTOMER AGREES TO BE BOUND BY SUCH CHANGES, AS THEY PERTAIN TO THE PARTICULAR SERVICES CUSTOMER HAS CHOSEN OR MAY CHOOSE IN THE FUTURE. IF SUCH CHANGES ARE NOT MANDATED BY LAW, SUCH CHANGES SHALL NOT BE APPLICABLE TO CUSTOMER. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO CASE SHALL ANY CHANGES DIMINISH ANY APPLICABLE SERVICE LEVEL AGREEMENTS ENTERED INTO AT THE TIME OF THE ORDER. CUSTOMER AGREES THAT ACCEPTANCE OF THIS AGREEMENT CONSTITUTES CONSENT TO THE USE OF ELECTRONIC RECORDS. IF CUSTOMER PLACES AN ORDER FOR EQUIPMENT, ACCEPTS DELIVERY OF EQUIPMENT OR USES THE SERVICES, CUSTOMER IS DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS.
1.1 The term of this Agreement shall commence on the date Black Box executes the applicable Order and will continue as set forth in the Order (the “Term”), and this Agreement shall apply to any such Order, even if performance extends beyond the Term. If neither Customer nor Black Box provides the other written notice of cancellation at least thirty (30) days prior to the end of the Term, the Term of such Order will automatically renew for additional periods of one (1) year at Black Box’s then current rate(s).
2.0 SUPPLEMENTAL TERMS
2.1 The supplemental product/service terms and conditions applicable to certain Black Box product and Service offerings are listed at (http://ca.blackbox.com/about/terms-and-conditions-of-sale.aspx) (the “Canadian Additional Terms”). Only the supplemental product/service terms and conditions for Services ordered or used by Customer are applicable to the Agreement.
3.0 PRICE AND PAYMENT TERMS
3.1 Systems. The System price, excluding applicable taxes, fees and shipping (the “System Price”), and the payment terms are set forth on the Order. Black Box may increase the System Price for Customer requested additions to or moves of components of the System and additions or changes to the configuration of the System, a component of the System, including any upgrades and new peripheral devices (“Modifications”).
3.2 Service Fee. The price for Services, excluding applicable taxes, is set forth on the Order (the “Service Fee”). The Service Fee, plus all applicable taxes, shipping, handling and other charges, is due annually in advance, unless otherwise agreed in writing by the parties.
3.3 Sales and Use Taxes. Customer is responsible for all applicable taxes, including, but not limited to, value-added, sales and excise taxes, shipping, handling and other charges applicable to the Equipment, Software and/or Services provided under this Agreement. Customer agrees either to pay to Black Box the amount of all applicable taxes or to provide evidence of exemption no later than the date of any Order. Black Box charges tax to Customer based on Black Box’s understanding of the current legislation, regulations and administrative policy of the relevant taxing authority. If Customer believes that an amount upon which tax has been charged is not subject to tax, it may seek recovery of the tax paid from the appropriate taxing authority within the time allowed for claiming refunds or rebates.
3.4 Due Date. All charges, unless otherwise specified, other than the System Price are due on receipt of invoice. Past due amounts received more than thirty (30) days after due date bear interest at the lesser of a rate of 1.5% per month, or the maximum permitted by law. “Delivery” occurs when Black Box tenders Equipment for delivery to the Customer’s designated location (“Premises”) or provides Services.
3.5 Third Party Payment. Customer shall not be relieved of its payment obligations due to the failure of any third party to make timely payments.
4.0 ORDERING PROCEDURES
4.1 Customer shall sign an Order for Equipment, Systems and/or Services ordered during the Term. Multiple Services may be ordered under one Order. Black Box shall acknowledge acceptance of Customer’s Order by executing said Order. Black Box may acknowledge a Customer-issued purchase order as an Order; however, the parties acknowledge that a Customer’s purchase order or other similar document is for the Customer’s convenience only and if acknowledged by Black Box, these terms and conditions shall apply to the Order and any terms and conditions on the Customer purchase order shall have no effect on this Agreement, the Order or the Services provided under this Agreement.
5.0 CLAIMS AND RETURNS
5.1 Claims. Black Box will not accept responsibility for any Customer claims of shortages, discrepancies or damage to Equipment Black Box does not Deliver and/or install. In addition, Black Box will accept responsibility for Customer claims of shortages, discrepancies or damage to Equipment only if Customer notifies Black Box in writing within five (5) business days of Delivery.
5.2 Returns. Subject to any applicable manufacturer restocking fees, unless Equipment is defective, Black Box will only accept return of Equipment which:
(i) is returned within thirty (30) days of Delivery;
(ii) reflects a Return Merchandise Authorization (“RMA”) number issued by Black Box;
(iii) is in its original packaging; and (iv) is in the same condition as Delivered.
Black Box may charge a restocking fee for Equipment returns unless the Equipment is defective, or Delivered in error. Black Box may reject any return or exchange request that does not materially comply with Black Box’s return procedures.
6.0 RISK OF LOSS, TITLE AND SECURITY INTEREST
6.1 Risk of Loss. Customer assumes the risk of loss of the System from the date of Delivery.
6.2 Transfer of Title. Title shall pass to Customer upon full payment of the System Price, including taxes, shipping, handling and other applicable charges.
6.3 Security Interest. Customer grants Black Box a purchase money security interest in the System purchased hereunder and agrees to execute all documents necessary to perfect that interest. Customer will not grant or convey to any other person or entity a security interest in, or permit placement of a lien on, the System unless and until Customer has paid Black Box in full for such System.
7.0 CUSTOMER RESPONSIBILITIES
7.1 Customer will allow Black Box reasonable access to Premises as necessary and as authorized by Customer for installation, inspection, testing and repair of the System and performance of any required activity and make available a reasonable amount of secure space for storage by Black Box of repair parts and provide any assistance as necessary to allow Black Box to perform services.
8.0 SOFTWARE LICENSE
8.1 Direct License. Customer acknowledges that Customer’s Software license is granted directly by the Software publisher or equipment manufacturer from which the Software is provided, and not by Black Box. Customer agrees to be bound by the Software publisher’s or equipment manufacturer’s Software and/or end user license agreement attached to the Order.
8.2 Grant of License. Absent such direct license, Black Box grants Customer a non-exclusive license to use the Software in the System for its useful life, provided Customer:
(i) does not disclose information about the Software to a third party without Black Box’s prior consent;
(ii) uses the System solely for Customer’s internal business purposes;
(iii) does not copy any part of the Software without Black Box’s consent (except for a single copy for backup purposes only);
(iv) does not attempt to develop any source code from the Software;
(v) does not attempt to reverse engineer, decompile, disassemble, alter, add to, delete from, or otherwise modify the Software, except to the extent that such modification capability is an intended feature of the Software; and
(vi) returns, erases or destroys any Software on any media being recycled or discarded and so certifies to Black Box.
Customer may transfer the right to use the Software only to an end user who acquires the right to use the System and agrees to be bound by the terms of this license.
9.0 HAZARDOUS SUBSTANCES
9.1 Customer represents and warrants that the Premises shall: (i) be in compliance with all applicable federal, provincial, territorial and local laws, rules and regulations, including hazardous waste and environmental laws and/or regulations; (ii) be safe; and (iii) not contain, present, or expose Black Box employees or agents to asbestos or other hazardous materials or substances. If Customer breaches this Section, Black Box may immediately suspend performance until Customer has corrected such condition(s) and/or terminate this Agreement with respect to such Premises without liability.
10.1 Unless otherwise set forth in this Agreement, all manufacturer’s end user warranties or conditions for Equipment and Software provided hereunder are passed through to Customer. Black Box will provide reasonable assistance to Customer in presenting any such Equipment and/or Software claims to the manufacturer. The Customer’s sole and exclusive remedy for any breach of a manufacturer’s warranty or condition shall be limited to the remedies set forth in the manufacturer’s end use warranties or conditions for Equipment and/or Software.
10.2 Customer agrees that installation, repair, or modification of a System by non-manufacturer certified technicians may void the manufacturer’s warranty or condition and may result in a denial of Software support services.
10.3 UNLESS OTHERWISE STATED IN THIS AGREEMENT THE WARRANTIES OR CONDITIONS SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS FROM BLACK BOX. BLACK BOX DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OR CONDITION OF NONINFRINGEMENT, ANY WARRANTIES OR CONDITIONS ARISING FROM A COURSE OF DEALING, USAGE OF TRADE, TRADE PRACTICE OR ANY WARRANTY OR CONDITION OF SECURITY OR THAT THE SERVICES OR NETWORK TRANSPORT WILL BE UNINTERRUPTED OR ERROR FREE. BLACK BOX SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO BLACK BOX’S OR CUSTOMER’S TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT, LOSS OR DESTRUCTION OF CUSTOMER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES (SUCH AS TOLL FRAUD), COMPUTER VIRUSES OR ANY OTHER METHOD. BLACK BOX MAKES NO WARRANTY FOR USE OF THE SYSTEM AS A COMPONENT IN LIFE SUPPORT DEVICES OR SYSTEMS OR WITH RESPECT TO THE PERFORMANCE OF ANY SOFTWARE OR FIRMWARE.
10.4 Customer’s SOLE AND EXCLUSIVE REMEDY for breach of any warranty or condition on a System installed by Black Box is limited to the remedies set forth in this Section. If, however, it is determined that such remedy fails of its essential purpose, then Black Box’s entire liability for breach is limited to Black Box’s payment of Customer’s actual direct damages in an amount not to exceed the portion of the System Price allocable to the Equipment related to the claim.
11.0 WARRANTY AND SERVICE EXCLUSIONS
11.1 Warranty and Services exclude:
(i) electrical work external to the System;
(ii) service which is impractical for Black Box to render because of Equipment alterations or its connection to other devices, or because of alterations to operating systems;
(iii) systems engineering services, programming, and operations procedures of any sort;
(iv) Force Majeure events or any other environmental causes not attributable to Black Box;
(v) deterioration of materials which, by their nature, have a limited shelf life (including, without limitation, batteries);
(vi) Customer’s failure to follow operation, maintenance, or environmental requirements described in the manufacturer’s manuals or product bulletins, or in Black Box manuals and other documentation provided to Customer;
(vii) Customer’s addition(s), alteration(s), modification(s), enhancement(s) or repair(s) to, or disassembly of, the System;
(viii) Customer’s or third party’s mishandling, abuse, misuse or damage to the System;
(ix) relocation of the System without Black Box’s written consent (other than telephone sets relocated in accordance with the manufacturer’s specifications);
(x) failures or changes required by the local exchange company, interexchange carrier, the power company or other transmission providers;
(xi) service calls which result in “no trouble found” or trouble not related to the warranted or maintained Equipment; or
(xii) any other cause not attributable to Black Box.
Upon Customer’s request for services after an exclusionary event set forth in (i) – (xii) above, Black Box may, at its option, perform repair services at Black Box’s then current time and materials rates to bring the System back into compliance with manufacturer’s or Black Box’s specifications.
11.2 When Black Box determines that the System or any component thereof can no longer be effectively maintained for any reason, including but not limited to, usage, environmental conditions, or lack of readily available replacement parts or Software, Black Box shall provide Customer at least thirty (30) days written notice and reserves the right to cancel, in whole or in part, its warranty or service obligations for a System or any component thereof. In the event of such cancellation, Black Box shall provide Customer a prorated refund.
12.0 LIMITATION OF LIABILITY
12.1 IN NO EVENT SHALL BLACK BOX BE LIABLE FOR: (i) ANY INDIRECT, SPECIAL, INCIDENTAL, OR EXEMPLARY DAMAGES; (ii) CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, COMMERCIAL LOSS OF ANY KIND WHICH INCLUDES LOSS OF BUSINESS, PROFITS, REVENUE OR SAVINGS, AND LOSS OF DATA OR MESSAGES; OR (iii) ANY DAMAGES OF ANY KIND RESULTING FROM UNAUTHORIZED USE OF THE SYSTEM, INCLUDING, WITHOUT LIMITATION, TOLL FRAUD OR COMPUTER VIRUSES. THIS PROVISION APPLIES TO ALL CLAIMS WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, AND WHETHER BLACK BOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
13.1 General. Each party shall defend, indemnify and hold harmless the other party, and its respective directors, officers, trustees, members, employees and agents from and against any third party claim, suit, action or proceeding alleging bodily injury (including death) or damage to tangible property to the extent such injury or damage is caused by the gross negligence or willful misconduct of the indemnifying party, its employees, subcontractors or suppliers in connection with the performance of Services or the unauthorized disclosure or use of any Confidential Information, as defined below, provided that such claim is promptly reported to the indemnifying party in writing.
13.2 Patent Indemnification. Black Box shall indemnify Customer from and against any liabilities and damages arising out of or relating to any claim by a third party that the System or Services infringe upon any United States patent or copyright. As conditions precedent to Black Box’s indemnification obligation, Customer shall fully comply with this Agreement with respect to retention of, assignment of, and/or sublicense of, the right to use the Software; notify Black Box promptly of the suit in writing; give Black Box the sole right to defend and settle any suit, and, at Black Box’s request, cooperate and assist in the defense as requested by Black Box. This indemnity shall not extend to any suit or proceeding which is based upon:
(i) a claim covering any combination of equipment and/or software in which the System is solely an element and such element by itself does not form a basis for the claim;
(ii) a claim arising from any item furnished by Customer, including, but not limited to, systems or any portions thereof installed by a third party other than Black Box;
(iii) a claim arising from use of components manufactured, developed or programmed at Customer’s request to Customer’s production specifications;
(iv) a claim arising from use of the components in a manner or for a purpose not contemplated by this Agreement;
(v) a claim arising from those portions of the System (a) which are modified after shipment by any party other than Black Box, if the alleged infringement relates to such modification, or (b) directly or indirectly combined with any non-Black Box equipment, products, processes or materials where the alleged infringement relates to such combination;
(vi) a claim where the alleged infringing activity continues after Black Box has notified Customer thereof or after Black Box has informed Customer of modifications that would have avoided the alleged infringement; or
(vii) a claim where the alleged infringement is based on use of a version of the System other than the then current version of the System, if such alleged infringement could have been avoided by use of the then current version of the System.
Should the System or its components become subject to a claim of infringement of a United States patent or copyright, Black Box may, at its option and expense:
(x) procure for Customer the right to continue the uninterrupted use of the affected Equipment and/or Software;
(y) replace or modify the same so that it becomes non-infringing; or
(z) refund to Customer the depreciated value of the affected components on a straight line five (5) year basis from the date of acceptance, in which case Customer shall return the affected components to Black Box.
Black Box’s total cumulative liability under this Section shall be limited to the System Price of the affected component or System or the Service Fee giving rise to the claim together with all litigation costs, including Court awarded damages and settlement payments. This Section sets forth the Customer’s SOLE AND EXCLUSIVE REMEDY for any patent or copyright infringement claims.
14.1 The non-breaching party may terminate this Agreement and/or any outstanding Order and/or pursue its remedies in law or equity, including injunctive relief, except as otherwise limited by this Agreement, in the event that:
(i) immediately if Customer breaches Section 8.2;
(ii) a party fails to make any payment when due and fails to cure the nonpayment within seven (7) days of written notice;
(iii) a party commits a material breach of this Agreement (other than a breach for Section 8.2 or nonpayment) and fails to cure that breach within thirty (30) days following receipt of written notice describing the breach;
(iv) Customer either refuses to permit Black Box to perform its obligations under this Agreement, acknowledges its intent to terminate or cancel this Agreement or any Order or terminates or cancels this Agreement or any Order for any reason other than a default by Black Box under this Section; or
(v) a party ceases doing business or commences dissolution or liquidation proceedings.
In addition to any other rights or remedies set forth herein, in the event Black Box terminates this Agreement or any Order placed hereunder pursuant to this Section, Customer shall promptly pay Black Box for the System and any services provided, including all costs incurred, up to the date of termination. In the event Customer defaults under this Agreement or any Order, Customer’s down payment shall be nonrefundable.
14.2 The aggrieved party may suspend performance of its obligations under this Agreement or any Order placed hereunder during the cure period for any breach described above.
14.3 Black Box reserves the right to suspend performance under this Agreement or an Order if, in Black Box’s sole discretion, required by regulation, statute, judicial action or other applicable legal requirement.
14.4 Termination of this Agreement shall not relieve either party of its respective obligations to comply with all terms of this Agreement that expressly call for performance prior to or subsequent to the termination date, including without limitation, the parties’ respective obligations to protect Confidential Information, as defined herein.
14.5 In the event Customer cancels an Equipment Order prior to any installation activity, Customer shall pay Black Box any and all costs incurred in addition to an early termination fee in the amount equal to thirty percent (30%) of the System Price set forth in the canceled Equipment Order.
14.6 It is agreed that Black Box’s or Customer’s damages in the event of breach are difficult or impossible to ascertain. The provisions are intended, therefore, to establish liquidated damages in the event of cancellation and are not intended as a penalty.
15.1 During the Term of this Agreement, Black Box and Customer may be exposed to the other’s proprietary information (the “Confidential Information”). Each party agrees to hold in strictest confidence and not to disclose to any person or use in any way for that party’s own or another’s benefit any of the other party’s Confidential Information. The parties agree that any violation of these provisions regarding confidentiality will result in irreparable injury to the other party and agree that each shall have the right to seek a restraining order, injunction or any other remedies available at law or in equity. The parties agree to waive any bond requirement for enforcement of this provision.
16.0 FORCE MAJEURE
16.1 Except for Customer’s payment obligations hereunder, a party’s non-performance or delay shall be excused to the extent the failure or delay in performance is the result of events beyond such party’s reasonable control including, without limitation, governmental actions, civil unrest, terrorism, power surges or failure, fire, water, acts of God including without limitation, rain, floods, earthquakes or lighting.
17.1 Notices shall be in writing and will be deemed given when delivered in person, or when sent via facsimile with confirmation or overnight courier with confirmed delivery. The respective addresses of the parties for notice are: (i) to Customer: at the address indicated on the Order; or, (ii) to Black Box Network Services (with a copy to the General Counsel): Attn: Corporate Billing, 214 King Street West, Suite 212, Toronto, Ontario, Canada, M5H 3S6. Customer shall notify Black Box of any changes to its address.
18.0 GENERAL PROVISIONS
18.1 Assignment. Customer shall not assign this Agreement without Black Box’s prior written consent, which shall not be unreasonably withheld.
18.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
18.3 Waiver. A party’s waiver of any default will not operate as a waiver of any contemporaneous or subsequent default.
18.4 Severability. If any Court finds any provision of this Agreement to be void, unlawful or unenforceable under any applicable statute or other controlling law, such provision shall be deemed severed and the remainder of this Agreement shall continue in full force and effect.
18.5 Governing Law. This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein without regard to its choice of laws principles.
18.6 Publicity. Neither party shall issue a news release or other form of publicity concerning the existence of the Agreement or the services without obtaining the prior written approval of the other party and Customer agrees to work in good faith with Black Box regarding any potential news release, public announcement, advertisement, or other form of publicity concerning the existence of the Agreement or the Services.
18.7 Non-Solicitation and Non-Hire. Neither party, including its subsidiaries and affiliates, shall directly or indirectly solicit, hire or contract with any of the other party’s employee(s) performing work under this Agreement during the Term of this Agreement or any Order and for one (1) year after termination or expiration.
18.8 Independent Contractor. Black Box and Customer are independent contractors with respect to all rights and obligations under this Agreement.
18.9 Execution. This Agreement may be executed contemporaneously in one or more counterparts, each of which shall be deemed an original, but which together shall constitute one instrument and the parties may rely on a facsimile signature or pdf. copy to bind the other party.
18.10 Language. The parties hereto confirm that it is their wish that this Agreement, as well as all other documents relating hereto, including all notices and schedules, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis et schedules, qui s’y rattachent, soient rédigés en langue anglaise.
18.11 Entire Agreement and Modification. This Agreement supersedes all prior or contemporaneous proposals, communications and negotiations, both oral and written, relating to the subject matter of this Agreement and constitutes the entire agreement between Black Box and Customer with respect to the subject matter herein. No subsequent agreement among the parties concerning the services shall be effective or binding unless made in writing and executed by authorized representatives of both parties. Neither electronic mail nor instant messaging shall be considered a “writing” sufficient to change, modify, extend or otherwise affect the terms of the Agreement.
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