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CONNECTION USA LLC SERVICE AGREEMENT

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CONNECTION USA LLC SERVICE AGREEMENT Powered By Docstoc
					                              C.A.R.E.S. CONNECTION USA, LLC

                                   SERVICE AGREEMENT
                                  TERMS AND CONDITIONS

        This Service Agreement (the “Agreement”) is made and entered into by and between
C.A.R.E.S. CONNECTION USA, LLC, a California Limited Liability Company (hereinafter as
“C.A.R.E.S.”) and the donor and/or fundraiser (hereinafter as “USER”), and the real estate agent,
broker and/or lender (“AGENT”) and the schools/organizations (hereinafter as
“SCHOOL/ORGANIZATION”).

                                            RECITALS

       WHEREAS, C.A.R.E.S. is an entity that solely manages fundraising for schools and
organizations through real estate transactions by coordinating donations made by USER through
commissions received from escrow transactions.

        WHEREAS, USER is an individual and/or entity requesting to use the services of C.A.R.E.S.
to coordinate and arrange disbursement of real estate commissions from real estate transactions to be
donated towards SCHOOL/ORGANIZATIONs of USER’s choice.

      WHEREAS, AGENT is a real estate agent and/or broker who agrees to be designated by
USER to donate a percentage of their real estate commissions to the SCHOOL/ORGANIZATION of
USER’s choice.

        WHEREAS, SCHOOL/ORGANIZATION is a school and/or organization of a school such as
Parent Teacher Association, Boosters, who receives monies donated or gifted through the services of
C.A.R.E.S. by AGENT selected by USER.

        WHEREAS, USER, SCHOOL/ORGANIZATION and AGENT both agree to use the
services of C.A.R.E.S. to coordinate and manage fundraising for schools and/or organizations
through real estate transactions.

       WHEREAS, USER, SCHOOL/ORGANIZATION and AGENT agree and understand that
they must comply with the terms and conditions of this Agreement in order to use the services
provided by C.A.R.E.S.

        Therefore, in consideration of the foregoing representations and the following terms and
conditions, C.A.R.E.S., AGENT, SCHOOL/ORGANIZATION and USER agree as follows:

                                          AGREEMENT

   1.           OBLIGATIONS.

        A.      C.A.R.E.S.’S OBLIGATIONS.




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______                 _______                             _______                       _______         
C.A.R.E.S’             SCHOOL/ORGANIZATION’s                USER’s                       AGENT’s
Initials               Initials                             Initials                     Initials
        C.A.R.E.S. is a for-profit California Limited Liability Company organized to assist
individuals or entities in processing donations to be paid to designated schools, non-profit
organization, charities, and/or other individuals or entities.

       In accordance with the terms and conditions contained herein, C.A.R.E.S. will provide to
USER and AGENT the following services (the “Services”): (i) act as USER’s,
SCHOOL/ORGANIZATION’s and AGENT’s paid coordinator to process donations made on behalf
of USER and AGENT; and (ii) arrange with escrow company the amount donated by USER and
AGENT to be deducted from AGENT’s real estate commission and paid directly to the
SCHOOL/ORGANIZATION of USER’s choice (less C.A.R.E.S.’ service fee of 20% of the donated
amount, collected from each donation collected from USER and/or AGENT).

        B.      USER’S AND AGENT’S OBLIGATIONS.

         In accordance with the terms and conditions contained herein, USER,
SCHOOL/ORGANIZATION and AGENT agree to (i) authorize C.A.R.E.S. to be their exclusive
agent to coordinate and process on their behalf donations to schools and organizations through real
estate transactions; (ii) allow C.A.R.E.S. a service fee of 20% of the donated amount, for each
donation/gift made by USER and/or AGENT which will be deducted from AGENT’s real estate
commission; and (iii) be bound by the terms and conditions set forth herein.

        USER, SCHOOL/ORGANIZATION and AGENT agree and understand that if they do not
agree to any of the terms and conditions set forth herein, USER and AGENT may not use
C.A.R.E.S.’ Services.

    2. C.A.R.E.S. IS NOT A “REALTOR, BROKERAGE OR LENDER REFERRAL
       SERVICE”

        C.A.R.E.S. provides a platform for fundraising for schools and/or organizations. The
directory of agents/lenders published at C.A.R.E.S. is for information purposes only, is free for
USER, AGENT, SCHOOL/ORGANIZATION and members of the public and does not constitute an
endorsement or approval of any listed agent/lender. There is no fee sharing arrangement between
C.A.R.E.S. and any listed agent/lender for any real estate matter, other than the 20% of the
donated/gifted amount, as a service fee at the close of each transaction registered on C.A.R.E.S.
Before hiring an agent/lender, everyone should carefully consider the agent/lender’s knowledge and
experience and ask for a contract and/or good faith estimate detailing the terms and conditions of the
relationship, including all fees, expenses and other obligations. No agency relationship exists in any
way between C.A.R.E.S., its officers, directors, and affiliates on the one hand, and USER and/or
AGENT on the other hand unless specifically disclosed.

         USER, SCHOOL/ORGANIZATION and AGENT agree and understand that C.A.R.E.S. is
not a real estate brokerage firm, and the employees, officer, directors and affiliates of C.A.R.E.S. are
not acting as an agent, loan officer or any other associate in relation to the real estate transaction
unless specifically disclosed. C.A.R.E.S. solely acts as a service provider to USER,
SCHOOL/ORGANIZATION and AGENT to coordinate the percentage of AGENT’s commission in
a real estate transaction to be donated to the school or organization of USER’s choice.



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______                  _______                              _______                        _______         
C.A.R.E.S’              SCHOOL/ORGANIZATION’s                 USER’s                        AGENT’s
Initials                Initials                              Initials                      Initials
         USER, SCHOOL/ORGANIZATION and AGENT further agree and understand that
C.A.R.E.S. does not engage in originating loans on behalf of others, servicing loans on behalf of
others, or representing people or entities in buying, selling or leasing property. C.A.R.E.S. does not
provide real estate related advice and no agency relationship is created with C.A.R.E.S. C.A.R.E.S.
is not a substitute for a realtor, loan officer or anything of the like.

   3. C.A.R.E.S. USER ACCOUNT.

        C.A.R.E.S. makes its Services available for use by the general public and non-profit users,
subject to these terms and conditions. When USER, SCHOOL/ORGANIZATION and AGENT use
these Services, USER and AGENT will be asked for their name, address, email address, and other
information to identify themselves, their company, or their organization and will be given the option
to create a C.A.R.E.S. account.

   4. MAKING A DONATION.

        Requests for donations will be made by USER on C.A.R.E.S. website. After USER has
registered their contact information, USER will designate the SCHOOL/ORGANIZATION of their
choice to receive the donation. USER will also designate a real estate AGENT of their choice (which
may be chosen from the list of agents on C.A.R.E.S. website). The donation will be made from a
percentage of that real estate agent’s commission from a designate real estate transaction and will be
paid directly through the escrow company.

        USER and AGENT agree and understand that money may not be donated with the intent that
USER and/or AGENT may control its use or intention. USER and AGENT agree and understand
that by entering into this Agreement USER, SCHOOL/ORGANIZATION and AGENT engage the
Services of C.A.R.E.S. to act as their agent in processing the donation transaction to the
SCHOOL/ORGANIZATION of USER’s choice.

       ALL DONATIONS ARE NONREFUNDABLE. USER, SCHOOL/ORGANIZATION and
AGENT further agree and understand that once USER makes the request on C.A.R.E.S. website to
make a donation, USER and/or AGENT will not be refunded any portion of the donation, and the
donation will be forwarded directly to USER’s designated SCHOOL/ORGANIZATION, less
C.A.R.E.S.’s service fee.

   5. C.A.R.E.S.’S FEES.

        ORGANIZATION/SCHOOLS will pay a service fee to use C.A.R.E.S. as their agent.
ORGANIZATION/SCHOOL agrees to pay C.A.R.E.S. a one-time service fee of 20% of the AGENT
and/or USER donation/gift per transaction. These fees are subject to change at any time at the sole
discretion of C.A.R.E.S. The service fee will be deducted directly from AGENT’s real estate
commission and distributed to C.A.R.E.S. from the escrow company. AGENT authorizes the
escrow company to pay C.A.R.E.S. the above stated fees.

       USER, SCHOOL/ORGANIZATION and AGENT agree and understand that while this
document may serve as a guideline, it is not official documentation for tax purposes. C.A.R.E.S.
makes no representation or guarantee that any donation made by USER and/or AGENT is tax

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______                 _______                               _______                       _______        
C.A.R.E.S’             SCHOOL/ORGANIZATION’s                 USER’s                        AGENT’s
Initials               Initials                              Initials                      Initials
deductible. For official documentation, it is USER’ and/or AGENT’s sole responsibility to contact
the escrow company and/or the school or organization directly.

    6. DONATIONS TO SCHOOLS AND/OR ORGANIZATIONS.

         USER agrees and understands that it is their sole responsibility to ensure that they have
selected the correct and valid SCHOOL/ORGANIZATION to donate to. C.A.R.E.S. will provide a
list of schools and/or organizations on its website which will only act as a guide in assisting USER in
selecting a school or organization to donate to. USER agrees and understands that it is their sole
responsibility to investigate and validate the school and/or organization, group, or individuals prior to
donating. C.A.R.E.S. does not investigate or validate any school, organization, group or individual
before posting them on its website.

        All donations to SCHOOL/ORGANIZATIONs are made as unrestricted gifts and may not be
specified for any particular purpose. The amount of donations to the SCHOOL/ORGANIZATION
designated by USER are paid to and processed through the escrow company of a real estate
transaction. The donations will be based on a percentage of the real estate agent’s commission to be
paid directly from escrow. All donations are final and non-refundable. Once a donation is made, the
transaction is final and not subject to dispute.

    7. C.A.R.E.S.’S WEBSITE.

        C.A.R.E.S. has an operating website in which AGENT will register their name and open a
user account with C.A.R.E.S. The website will provide for USER a nonexclusive list of names of
acceptable real estate agents/brokers of C.A.R.E.S., as well as schools and organizations that may be
donated to.

         C.A.R.E.S. agrees not to post any information, materials or content on its website that is
counter to its purpose and intent. C.A.R.E.S. will not post: 1) any material that is defamatory (i.e.,
disparaging to the reputation of an individual or business); 2) any material that is obscene, offensive
or indecent; 3) any trademarks, logos, copyrighted material or other intellectual property without the
authorization of the owner; or 4) any materials that may damage the operation of a computer (such as
a virus, worm or trojan horse).

         C.A.R.E.S. is not responsible for any information, materials and/or contents on its website
that is posted by USER without C.A.R.E.S.’S knowledge or consent.

        C.A.R.E.S.’s website may contain links to other websites ("Linked Sites"). The Linked Sites
are not under the control of C.A.R.E.S. and C.A.R.E.S. is not responsible for the contents of any
Linked Site, including without limitation any link contained in a Linked Site, or any changes or
updates to a Linked Site. C.A.R.E.S. is providing these links to you only as a convenience, and the
inclusion of any link does not imply endorsement by C.A.R.E.S. of the site or any association with its
operators.

       Certain services made available via C.A.R.E.S. are delivered by third party sites and
organizations. By using any product, service or functionality originating from the C.A.R.E.S.
domain, you hereby acknowledge and consent that C.A.R.E.S. may share such information and data

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______                  _______                               _______                       _______          
C.A.R.E.S’              SCHOOL/ORGANIZATION’s                 USER’s                        AGENT’s
Initials                Initials                              Initials                      Initials
with any third party with whom C.A.R.E.S. has a contractual relationship to provide the requested
product, service or functionality on behalf of USER.

    8. NO UNLAWFUL OR PROHIBITED USE.

        As a condition of your use of the C.A.R.E.S.’s website, you warrant YOUR USE OF
C.A.R.E.S.’s WEBSITE CONSTITUTES YOUR ACCEPTANCE that you will not use C.A.R.E.S.’s
website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You
may not use the C.A.R.E.S.’s website in any manner which could damage, disable, overburden, or
impair C.A.R.E.S.’s website or interfere with any other party's use and enjoyment of C.A.R.E.S.’s
website. You may not obtain or attempt to obtain any materials or information through any means not
intentionally made available or provided for through C.A.R.E.S.’s websites.

    9. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.

        Use of C.A.R.E.S.’s Services is at USER, SCHOOL/ORGANIZATION’s and AGENT’s sole
risk. C.A.R.E.S. provides the tools, the Site, and the services on an “As Is”, “As Available” basis.
Each party represents and warrants that it shall perform its obligations in a manner that complies with
the applicable federal, state and local laws, regulations, ordinances and codes. THE FOREGOING
WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE
AND TITLE, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE,
COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. To the extent
permitted by law, C.A.R.E.S. expressly disclaims any and all such other warranties. C.A.R.E.S.
makes no representation as to whether all or any portion of the donations are tax deductible.
C.A.R.E.S. will have no liability for any claim by any federal or state tax authority with respect to the
characterization by any USER or AGENT on each of the applicable federal and state tax returns.

    10. LIMITATION OF LIABILITY.

      UNDER NO CIRCUMSTANCES WILL C.A.R.E.S. OR ITS EMPLOYEES, OFFICERS
OR DIRECTORS BE LIABLE TO USER, SCHOOL/ORGANIZATION AND/OR AGENT OR
THEIR EMPLOYEES, OFFICERS OR DIRECTORS FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN
CONNECTION WITH USE OF THE SERVICES WHETHER OR NOT C.A.R.E.S. HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

        If USER, SCHOOL/ORGANIZATION and/or AGENT are dissatisfied with the Services or
any content on C.A.R.E.S.’s site, or with the terms and conditions of this Agreement, USER’s,
SCHOOL/ORGANIZATION’s and/or AGENT’s sole and exclusive remedy is to discontinue using
C.A.R.E.S’s Services. USER, SCHOOL/ORGANIZATION and AGENT acknowledge that their use
of the Services is at their sole risk.

      IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID,
INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE
LIABILITY OF C.A.R.E.S. AND ITS AFFILIATES IN SUCH CIRCUMSTANCES FOR

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C.A.R.E.S’              SCHOOL/ORGANIZATION’s                 USER’s                        AGENT’s
Initials                Initials                              Initials                      Initials
LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED
THE AMOUNT USER DONATED USING C.A.R.E.S.’S SERVICES.

    11. INDEMNITY.

        Each party shall indemnify and hold the other, their officers, directors, employees, agents
successors and assigns harmless for any losses, claims, actions or proceeding, damages, awards,
penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise
from any alleged breach of such indemnifying party's representations and warranties made under this
Agreement, provided that the indemnifying party is promptly notified of any such claims.

         A party seeking indemnification hereunder (the “indemnitee”) shall promptly notify the other
party (the “indemnitor”) upon receipt of notice of the commencement or threatened commencement
of any action or proceeding that may be subject to indemnification hereunder. The indemnitor shall
have sole control over the defense and settlement of such claim; provided that the indemnitee (a)
shall be entitled to participate in the defense of such claim and to employ counsel at its own expense
to assist in the handling of such claim and (b) shall reasonably cooperate with indemnitor in the
defense or settlement of such claim. This indemnity shall survive the termination of this Agreement.



    12. PROPRIETARY RIGHTS.

          Notwithstanding any provision in this Agreement to the contrary, as between C.A.R.E.S. and
USER, SCHOOL/ORGANIZATION and AGENT, C.A.R.E.S. will retain and own all worldwide
right, title and interest in and to their intellectual property and other rights therein, including but not
limited to copyrights, patents, trademarks, and trade secrets in their website and Services and
derivatives thereof, and nothing in this Agreement will vest title in USER,
SCHOOL/ORGANIZATION or AGENT to any rights therein, except as expressly set forth in this
Agreement.

        C.A.R.E.S. and its licensors shall retain all Intellectual Property Rights in the software, tools,
designs, documentation, data and any other material developed or provided by C.A.R.E.S. pursuant
to these terms and conditions, including but not limited to the services and any data, text, pictures,
sound, graphics, logos, marks, symbols, video, visual, oral or other digital material and any other
content of any description, provided by C.A.R.E.S. pursuant hereto or depicted on C.A.R.E.S.’s
website.

         The names C.A.R.E.S. Connection USA, LLC and C.A.R.E.S. and any other product and
service names that may be present on C.A.R.E.S.’s website from time to time may not be used in
connection with any product or service that is not C.A.R.E.S.’s, nor in any manner that is likely to
cause confusion, or in any way that may disparage or discredit C.A.R.E.S. Other trademarks, service
marks or logos that appear on the website or anywhere in the C.A.R.E.S. service is rendered, in
particular (but not exclusively) those of non-profits registered with C.A.R.E.S. are the property of
their respective owners and are likely to be registered trademarks and subject to restrictions as to
their use. They must not be used without the express permission of both C.A.R.E.S. and the
trademark owner.

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C.A.R.E.S’              SCHOOL/ORGANIZATION’s                   USER’s                        AGENT’s
Initials                Initials                                Initials                      Initials
        All contents on C.A.R.E.S.’s website is owned by C.A.R.E.S. or other original providers, and
is protected by applicable intellectual property and proprietary rights and laws. No use of these
contents are permitted without the express prior permission of C.A.R.E.S., and, where applicable, the
copyright holder.

    13. FORCE MAJEURE.

        Neither party shall be liable for any default or delay in the performance of its obligations
hereunder if and to the extent such default or delay is caused by: fire, flood, earthquake, elements of
nature or acts of God; riots, civil disorders, rebellions or revolutions in any country; or any other
similar cause beyond the reasonable control of such party. In such event the non-performing party
shall be excused from further performance or observance of the obligation(s) so affected for as long
as such circumstances prevail and such party continues to use its best efforts to recommence
performance or observance without delay.

    14. TERM & TERMINATION.

         Your agreement to abide by these terms and conditions will commence automatically upon
         your
initial use of C.A.R.E.S.’s Services and registration of an account on C.A.R.E.S.’s website and
continue until the earlier of (i) termination of your rights to use the Service by C.A.R.E.S. or (ii) your
ceasing to use the Service. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 13 and 14 shall survive any
termination or expiration of these terms and conditions.

    15. USER CONDUCT.

        USER, SCHOOL/ORGANIZATION and AGENT must at all times use C.A.R.E.S.’s
Services in a responsible and legal manner. In particular (but not exclusively) USER must not do
any of the following: misrepresent their identity or affiliation with any other person or organization;
send junk email or spam to people who do not wish to receive mail; delete or falsify any attributions,
trademarks or designations of source from any website content; conduct, display or forward surveys,
contests, pyramid schemes or chain letters; or interfere with or disrupt the service or services or
networks connected to the service; collect or store personal data about other users including email
addresses. USER, SCHOOL/ORGANIZATION and AGENT agree that they will comply with all
applicable local, state and federal laws, statutes and regulations regarding use of C.A.R.E.S.’s
website and C.A.R.E.S.’s Services.

   16. MISCELLANEOUS.

        A. Entire Agreement. This Agreement constitutes the entire agreement of the parties and
supersedes all prior communications, understandings and agreements relating to the subject matter
hereof, whether oral or written.

         B. Assignment and Transfer. Neither party may assign, directly or indirectly, all or part of
its rights or obligations under this Agreement without the prior written consent of the other party,
which consent shall not be unreasonably withheld or delayed.



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C.A.R.E.S’              SCHOOL/ORGANIZATION’s                 USER’s                         AGENT’s
Initials                Initials                              Initials                       Initials
        C. Governing Law. This Agreement shall be interpreted and construed according to, and
governed by, the laws of the State of California, excluding any such laws that might direct the
application of the laws of another jurisdiction. The federal or state courts located in the State of
California, County of Orange shall have jurisdiction to hear any dispute under this Agreement.

        D. Attorneys’ Fees. If either party commences legal action to enforce the terms of this
Agreement, or should litigation occur between C.A.R.E.S., SCHOOL/ORGANIZATION and USER
and/or AGENT over any other issues relating to this Agreement, then the prevailing party in such
legal action shall recover from the non-prevailing party all reasonable costs and expenses incurred,
including reasonable attorneys’ fees and court costs.

        E. Amendment. No modification or claimed waiver of any provision of this Agreement
shall be valid except by written amendment signed by authorized representatives of C.A.R.E.S.,
USER and AGENT.

         F. Severability. If any provision or provisions of this Agreement shall be held to be invalid,
illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

        G. Legal Representation. The parties hereby acknowledge and represent that they have the
right to receive and rely upon the legal advice from an attorney of their choice before entering into
this Agreement. If the parties elect not to obtain legal advice, then the party acknowledges and
represents that they have entered into this Agreement freely, voluntarily and without coercion.

        H. Waiver of Contractual Right. Waiver of any provision herein shall not be deemed a
waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed
as a continuing waiver of other breaches of the same or other provisions of this Agreement.

        I. Confidentiality. The parties consider the terms of this Agreement to be confidential.
Neither party will disclose the Agreement or its terms to any third party except (1) to the extent, if
any, required by law or to by the legal, accounting, investment, or banking requirements of a party;
or (2) with the prior written consent of the other party (such consent not be unreasonably withheld).

        J. Counterparts and Signatures. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original and such counterparts
together shall constitute one and the same Agreement. Further, the parties agree that a signed
facsimile signature or signatures and/or authorizations obtained by "click" authorization on
CARES website and/or automatic email confirmation shall have the same binding force and
effect as if the Agreement contained an original signature. A photocopy of this Agreement shall be
deemed to have the same force and effect as the original.

        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, in
duplicate original as of the date first written below.




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C.A.R.E.S’             SCHOOL/ORGANIZATION’s                 USER’s                       AGENT’s
Initials               Initials                              Initials                     Initials
C.A.R.E.S. CONNECTION USA, LLC         USER                       AGENT

Date:_________                     Date:_________              Date:_________

By: _______________________       By: _____________________    By:_____________________
    Cari Dinh, Manager
                                      _____________________       _____________________
                                      Print Name                 Print Name



SCHOOL/ORGANIZATION

Date:______________

Name of SCHOOL/ORGANIZATION:________________________

By:__________________________

  ___________________________
   Print Name




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C.A.R.E.S’            SCHOOL/ORGANIZATION’s         USER’s                      AGENT’s
Initials              Initials                      Initials                    Initials

				
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