This Advertising and Listing
Terms Of Service Agreement (hereinafter referred to as “ALTOS”) describes
the terms and conditions applicable to your advertising, listing and/or
publishing information about your business (hereinafter “HOSTING”) on D.
J. Ardore, Inc. (hereinafter “ARDORE”) owned websites (hereinafter
“WEBSITE”) and the content including but not limited to text, electronic
images, photographic images, virtual tours, video, recipes, menus, hours,
driving directions, business description, coupons, entertainment
information, business name and/or logo and any content used or hyperlinked
from business website, trademarks, service marks registered or otherwise
(hereinafter ”CONTENT”) published on ARDORE owned websites. This ALTOS
constitutes an agreement between ARDORE on one hand and the business, its officers,
directors, employees and agents severally and together as may be allowed
by law (hereinafter “BUSINESS”) on the other hand.
ARDORE may revise and update this agreement periodically, without notice.
THE BUSINESS AGREES TO BE BOUND BY ANY SUCH REVISION AND/OR UPDATE TO
THIS AGREEMENT AND THEREFORE AGREE TO VISIT
http://www.restaurantpassion.com/AdvertisingTerms.html
LOCATED ON THE INTERNET TO
REVIEW THE AGREEMENT FROM TIME TO TIME TO KEEP THE BUSINESS CURRENT AS TO
ANY REVISIONS AND UPDATES AT LEAST ONCE A MONTH.
Use of Materials and Content, Restrictions, Copyrights
All CONTENT including but not limited to Electronic Images, Virtual Tours
and Video created by ARDORE and/or for ARDORE WEBSITE is and shall remain
ARDORE property. None of the CONTENT created and/or owned by ARDORE may be
saved, downloaded, copied or reproduced in any form by the BUSINESS,
including but not limited to electronic, digital, mechanical, and
photocopying without the prior written consent by ARDORE, and/or being
provided a license by ARDORE. All CONTENT on this WEBSTE is for viewing
purposes only. No permission is granted to download, save and/or use any
of the CONTENT on this WEBSITE unless the prior written consent or a
license is granted by ARDORE to do so. Additionally, the CONTENT of this
website is not to be saved, downloaded and or published on any non-ARDORE
owned Internet computer servers and/or networks.
ARDORE reserves the right to use and to license others to use CONTENT
created by ARDORE in any format, manner and/or media outlet whatsoever
including, but not limited to: publicity, advertising, promotion,
commercial broadcast, merchandising, and for all other purposes to be
determined by ARDORE. BUSINESS acknowledges and agrees that all rights now
known or hereinafter existing of any kind and nature, including but not
limited to copyrights in and to such CONTENT created by ARDORE, belong to
ARDORE without the reservation of rights in BUSINESS. BUSINESS
acknowledges and agrees that all proceeds generated from the use of and/or
license of CONTENT created by ARDORE belong to ARDORE and that BUSINESS
shall have no rights whatsoever therein.
WEBSITE CONTENT License Restrictions
The BUSINESS is not permitted to: use, hyperlink to and/or republish
ARDORE owned CONTENT in third party websites except, however, that the
BUSINESS is granted a license to hyperlink to ARDORE owned CONTENT which
includes but is not limited to Electronic Images, Virtual Tours and Video
on the WEBSITE from the BUSINESS’s website or other third party website
provided that the BUSINESS has purchased and paid all applicable annual
license fees to ARDORE, at prevailing rates prior to creating and/or
maintaining such hyperlink. Such annual license fees shall be determined
by ARDORE and can be changed at the sole discretion of ARDORE.
The BUSINESS acknowledges and agrees that the BUSINESS is not licensed to
publish and/or use ARDORE owned CONTENT on websites not owned by ARDORE.
Further, the BUSINESS acknowledges that should the BUSINESS elect to not
renew the HOSTING service herein, all licenses previously granted by
ARDORE shall immediately terminate and CONTENT will no longer be
accessible.
WEBSITE DYNAMIC WEB PAGES
ARDORE offers a service whereas information stored in ARDORE databases for
viewing on the ARDORE WEBSITE can be displayed in conjunction with the
BUSINESS’ website or other third party website (hereinafter DYNAMIC WEB
PAGES).
DYNAMIC WEB PAGES include but are not limited to BUSINESS menus, hours,
coupons, and events created by ARDORE for use in conjunction with the
BUSINESS WEBSITE. The DYNAMIC WEB PAGES shall remain the property of
ARDORE. The BUSINESS shall be granted a license, in ARDORE’s sole
discretion, to hyperlink to ARDORE owned DYNAMIC WEB PAGES from the
BUSINESS’s website or other third party website provided the BUSINESS has
purchased and paid all applicable annual license fees to ARDORE at the
prevailing rates prior to creating and/or maintaining such hyperlink. Such
prevailing rates shall be determined by ARDORE, in ARDORE’s sole
discretion.
The BUSINESS acknowledges and agrees that the BUSINESS is not licensed to
publish and/or use in any manner, ARDORE owned DYNAMIC WEB PAGES on
websites not owned by ARDORE. Further, the BUSINESS acknowledges that
should the BUSINESS elect to not renew the HOSTING service herein, all
licenses previously granted by ARDORE shall immediately terminate and
DYNAMIC WEB PAGES shall no longer be accessible.
ARDORE
DYNAMIC WEB PAGE SERVICES
ARDORE
offers online Reservations, Gift Certificate Purchasing and Food
Ordering Dynamic web page services (hereinafter DYNAMIC WEB PAGE
SERVICES) for an annual fee and incremental fee for each dynamic web
page used by an WEBSITE user.
ARDORE offers DYNAMIC WEB PAGE SERVICES with the look and feel of the
BUSINESS’s website that can be accessed via hyperlink from the
BUSINESS’s website. The BUSINESS is granted a license to hyperlink to
ARDORE owned DYNAMIC WEB PAGE SERVICES from the BUSINESS’s website or
other third party website provided that the BUSINESS has purchased and
paid all applicable annual license fees to ARDORE at the prevailing
rates prior to creating and/or maintaining such hyperlink. Such
prevailing rates shall be determined by ARDORE, in ARDORE’s sole
discretion.
The BUSINESS acknowledges and agrees that the BUSINESS is not licensed
to publish and/or use ARDORE owned DYNAMIC WEB PAGE SERVICES on websites
not owned by ARDORE. Further, the BUSINESS acknowledges that should the
BUSINESS elect to not renew HOSTING service herein, all licenses
previously granted by ARDORE shall immediately terminate and DYNAMIC WEB
PAGE SERVICES shall no longer be accessible.
The BUSINESS agrees it will not use and/or disclose to others
information contained within DYNAMIC WEB PAGE SERVICES communications
received by the BUSINESS except to provide the WEBSITE user the specific
product and/or service requested in such communication.
The BUSINESS
agrees ARDORE is not responsible for any/all lost, late or misdirected
electronic, fax and/or e-mail communications sent to the business as
part of DYNAMIC WEB PAGE SERVICES or for any computer, online, internet,
telephone, fax machine or technical malfunctions that may occur in
transmitting such DYNAMIC WEB PAGE SERVICES.
Restaurant Passion TV Program
ARDORE offers a HOSTING service
whereas streaming video of a BUSINESS premises and/or cooking
demonstrations can be displayed on the WEBSITE (hereinafter RPTV
PROGRAM).
The BUSINESS must purchase the BASIC SERVICE as defined in the “Pricing
for HOSTING Services and Licenses” section of this agreement to
participate in the RPTV PROGRAM.
Pricing for HOSTING Services and Licenses
Published HOSTING
services and license fee pricing may vary in different geographical
areas and/or jurisdictions. ARDORE reserves the right to revise pricing
for all fees charged and/or services it provides including but not
limited to HOSTING service and license fees. ARDORE reserves the right
to revise pricing upon renewal of HOSTING services herein. Pricing for
licenses and/or services provided herein are published separately and
are provided to prospective and current ARDORE clients upon request.
ARDORE HOSTING
services currently offered include but are not limited to:
(a) All services, offered for the Restaurant Passion Program except
for electronic images, virtual tours and video preparations and online
reservations, online gift certificates, online ordering DYNAMIC WEB
PAGE’s, DYNAMIC WEB PAGE SERVICES and the RPTV Program, (the
“BASIC SERVICE”);
(b) ARDORE offers
a HOSTING service RPTV PROGRAM whereas streaming video of a BUSINESS
premises and/or cooking demonstrations can be displayed on the WEBSITE.
(c) Creative Preparations offered for a fee, which include but
are not limited to, electronic images, virtual tours and streaming
video, which can be incorporated into HOSTING;
(d) DYNAMIC WEB PAGE SERVICES offered as an interactive method
by which WEBSITE users can transmit online reservations, online gift
certificate purchases, and online ordering of food;
(e) DYNAMIC WEB PAGES offered to allow the display of data
stored in D. J. Ardore, Inc. owned databases, to be used in conjunction
with the customer website;
(f) License fees: ARDORE charges license fees for the launching
of and/or use of, ARDORE owned CONTENT including but not limited to
electronic images, virtual tours and video preparations and online
reservations, online gift certificates, online ordering DYNAMIC WEB
PAGE’s, and DYNAMIC WEB PAGE SERVICES; and
(g) HOSTING service and licenses, which must be renewed upon
term expiration for a fee at the prevailing rates if the BUSINESS
continues to use this service and access CONTENT.
Third Party Advertising On Website
ARDORE at its sole discretion may elect to publish third party
advertisments (hereinafter "ADS") on any webpage of this
WEBSITE
and/or in conjunction with any CONTENT displayed on this WEBSITE.
BUSINESS acknowledges and agrees that ARDORE owns all rights of every
kind and character to all the proceeds and consideration generated from
ADS displayed on WEBSITE; financial and or otherwise. BUSINESS
acknowledges and agrees that BUSINESS has NO rights to any consideration
and/or compensation financial and/or otherwise generated from ADS
displayed on WEBSITE.
ADS may be displayed in any format including but not limited to text,
images, banners and video. BUSINESS acknowledges and agrees that
ADS can be displayed on webpages containing BUSINESS CONTENT and/or in
conjunction with any service herein including but not limited to
HOSTING, DYNAMIC WEB PAGES and/or DYNAMIC WEB PAGE SERVICES.
ARDORE Rights To Use Materials Supplied By the BUSINESS
The term "MATERIAL" herein shall be defined as all CONTENT and information
that the BUSINESS submits to ARDORE, is published on the BUSINESS’s
website and/or authorizes ARDORE to use in any capacity that ARDORE sees
fit. The BUSINESS represents and warrants that: (a) the MATERIAL is the
BUSINESS’s original work, (b) the BUSINESS has full right and power to
enter into and perform this Agreement, and has secured all third party
consents, necessary to enter into this Agreement and to list the MATERIAL
on ARDORE websites, (c) the MATERIAL does not and will not infringe on any
third party's copyright, patent, trademark, trade secret or other
proprietary rights of publicity or privacy, or moral rights, (d) the
MATERIAL does not and will not violate any law, statute, ordinance or
regulation, (e) the MATERIAL is not defamatory, trade libelous,
pornographic or obscene, (f) the MATERIAL does not contain any viruses or
other programming routines that detrimentally interfere with computer
systems or data, (g) all factual assertions that the BUSINESS has made and
will make to ARDORE are true, complete and accurate. The BUSINESS agrees
to execute and deliver documents to ARDORE, upon ARDORE’s request, and
such documents shall evidence or effectuate ARDORE’s rights under this
Agreement.
The BUSINESS hereby grant to ARDORE (by the act of, delivering,
transmitting, uploading MATERIAL to ARDORE and/or otherwise authorizing
ARDORE to use and/or publish MATERIAL as described in this agreement) a
nonexclusive, worldwide, royalty-free license to:
(a) edit, modify or convert the MATERIAL into form that will enable ARDORE
to display, broadcast, and transmit or otherwise communicate the MATERIAL
on any ARDORE owned website and/or websites owned by others for the
purpose of advertising and/or promoting the BUSINESS products and/or
services; and for advertising, promoting and/or selling ARDORE websites,
products, and/or services;
(b) edit, modify or convert the MATERIAL into form that will enable ARDORE
to display, broadcast, and transmit or otherwise communicate the MATERIAL
on any magnetic and/or digital format storage device including but not
limited to CD ROM, DVD and Internet download for the purpose of
advertising and/or promoting the BUSINESS products and/or services; and
for advertising, promoting and/or selling ARDORE websites, products,
and/or services;
(c) reproduce, distribute, display, broadcast, and transmit or otherwise
communicate the MATERIAL for the purpose of advertising and/or promoting
the BUSINESS products and/or services; and for advertising, promoting
and/or selling ARDORE websites, products, and/or services;
(d) use any trademarks, service marks, trade names, and copyrighted matter
incorporated in the MATERIAL the BUSINESS sends to ARDORE for the purpose
of advertising and/or promoting the BUSINESS products and/or services; and
for advertising, promoting and/or selling ARDORE websites, products,
and/or services;
(e) use the name and likeness of any individuals embodied or represented
in the MATERIAL for the purpose of advertising and/or promoting the
BUSINESS products and/or services; and for advertising, promoting and/or
selling ARDORE websites, products, and/or services;.
Term of This Agreement
This Agreement shall become effective upon the BUSINESS’ written or
verbal authorization, and shall remain in effect for either: (i) the
term of the HOSTING service ordered by the BUSINESS or (ii) when all of
the BUSINESS’s MATERIAL are removed from the WEBSITE, whichever is
longer. The BUSINESS agrees to provide ARDORE MATERIAL for publication
on a timely basis. Failure on the BUSINESS part to provide MATERIAL on a
timely basis will not extend HOSTING term, nor shall the BUSINESS be
given any credit for not having a full and complete HOSTING. The
BUSINESS acknowledges that HOSTING service and licenses issued herein
requires the BUSINESS to renew such service and licenses for a fee at
prevailing rates at the end of the term of service. Should the BUSINESS
elect to not renew HOSTING service herein, all HOSTING service and/or
licenses granted shall immediately terminate and CONTENT will no longer
be accessible.
Further, should licenses for ARDORE CONTENT, DYNAMIC WEB PAGES and/or
DYNAMIC WEB PAGE SERVICES terminate or be revoked, the BUSINESS shall be
responsible for making all changes to the BUSINESS website to remove
integration of licensed ARDORE CONTENT, DYNAMIC WEB PAGES and/or DYNAMIC
WEB PAGE SERVICES at the BUSINESS’s sole expense.
Compliance With Local Laws
ARDORE makes NO representation that the MATERIAL and CONTENT contained in
WEBSITE is legal in all jurisdictions. The BUSINESS is responsible to
ensure that all MATERIAL and CONTENT provided to ARDORE for use in this
website is in compliance with applicable state and local laws.
CONTENT & MATERIAL Accuracy
The BUSINESS agrees to review all MATERIAL that it provides to ARDORE for
completeness and accuracy. ARDORE shall not be responsible for
typographical errors or omissions of any kind. The BUSINESS agrees to
review all MATERIAL posted to the WEBSITE relative to the BUSINESS, for
accuracy, each day after providing ARDORE with such MATERIAL for
publication until such MATERIAL are published by ARDORE. Additionally, the
BUSINESS agrees to bear the entire liability arising from any claim
resulting from any error or omission in MATERIAL published to the website
by ARDORE, or its agents, or the BUSINESS in conjunction with HOSTING
and/or regardless of whom is responsible for the error or omission.
Maintenance and Update of CONTENT & MATERIAL On This Website
The BUSINESS agrees that it is responsible for maintaining and updating
its MATERIAL and CONTENT published on WEBSITE except for electronic images
and video. ARDORE allows for one (1) complimentary (No Charge) update of
the BUSINESS’s provided MATERIALS per month. Electronic images and video
shall be published to WEBSITE by ARDORE. If the BUSINESS requests ARDORE
to update its CONTENT or MATERIAL in excess of greater than one (1) time
in any given month, the BUSINESS agrees to pay the current prevailing
labor rate, to be determined by ARDORE, at that time the services are
provided. Minimum billing shall be one hour.
User Name and Password (PIN)
The BUSINESS shall receive a User Name and Password (PIN) for access to
make changes and modifications to the BUSINESS’s written CONTENT and
MATERIAL published to the WEBSITE.
The BUSINESS agrees not to disclose its user name and password to third
parties. The BUSINESS agrees to bear the entire liability arising from any
claim resulting from unauthorized access to WEBSITE in conjunction with
the user name and password provided to it.
Further, the BUSINESS agrees to bear the entire liability arising from any
claim resulting from all other types of other unauthorized access to
WEBSITE that results in the BUSINESS CONTENT or MATERIAL and/or other
information stored on WEBSITE server for the benefit of the BUSINESS being
stolen, compromised, damaged, corrupted, modified and/or destroyed,
however arising.
Hyperlinks
The BUSINESS authorizes ARDORE to provide hyperlinks to third party
websites from HOSTING on ARDORE owned websites. The BUSINESS agrees that
such third party websites shall be maintained in good operating order as a
matter of practice. Additionally, the BUSINESS agrees to indemnify and
hold harmless ARDORE against any claim arising from hyperlinks to and/or
from use of third party websites that are linked to ARDORE owned websites,
including but not limited to any claim in connection with computer
viruses, content, materials, goods or services provided or offered by the
BUSINESS, or others to D. J. Ardore, Inc. or its website users. The
BUSINESS is NOT permitted to hyperlink content including, but not limited
to, images and web pages on third party websites and/or web servers to the
website without ARDORE’s express written permission. Hyperlinks are
prohibited from third party websites to ARDORE owned websites and/or
CONTENT contained within ARDORE websites including but not limited to web
pages, electronic images, video and/or virtual tours
Communications & Privacy
Any material,
information, or e-mail the BUSINESS transmits or provides to ARDORE
directly or indirectly, and/or to WEBSITE users, and/or to the WEBSITE
by any means will be considered NON-CONFIDENTIAL and NON-PROPRIETARY.
The BUSINESS agrees that any such material, information or e-mail shall
be the property of ARDORE and may be used for any purpose, including
ARDORE’S right to gain an economic advantage via commercial sales.
Further the BUSINESS agrees that any CONTENT and/or MATERIAL,
information or e-mail the BUSINESS receives from ARDORE at the BUSINESS
provided e-mail addresses and/or the website users will be considered
NON-CONFIDENTIAL and NON-PROPRIETARY, and shall become the property of
ARDORE and may be used for any purpose solely by ARDORE. The BUSINESS
agree not to transmit or provide any unlawful, threatening, libelous,
defamatory, obscene, pornographic or otherwise offensive material to
ARDORE and/or its WEBSITE users and/or the WEBSITE.
ARDORE is not
responsible for any/all lost, late or misdirected electronic, fax and/or
e-mail communications sent to the business or for any computer, online,
internet, telephone, fax machine or technical malfunctions that may
occur in transmitting such communication.
ARDORE Trademarks
ARDORE owns all its trademarks posted on the WEBSITE. ARDORE owned
trademarks may not be used without the prior written consent of ARDORE.
The registered trademarks “ARDORE”, “D. J.” “ARDORE'S”, “RESTAURANTARDORE”
and “RESTAURANTPASSION” are owned and belong exclusively to ARDORE. All
other trademarks or service marks registered and/or otherwise are owned by
their respective companies and cannot be used without their express
permission.
Third Party Trademarks & Content
The BUSINESS agree not to make any reference to third party trademarks,
service marks and/or content without the express written permission of the
owner of such trademarks, service marks and/or content. Such reference
includes but is not limited to restaurant reviews prepared and/or
published by third parties.
Removal of Content or Materials From The Website
The BUSINESS agrees that ARDORE reserves the right to terminate HOSTING
and/or remove any of the BUSINESS’s MATERIAL or CONTENT from the website
for any reason it deems necessary without prior notice to the BUSINESS.
Additionally, ARDORE reserves the right to remove any MATERIAL or CONTENT
that is involved in a trademark, service mark or copyright dispute until
the dispute is resolved by mutual agreement of the parties involved or by
a court of law.
Warranties
The BUSINESS represents and warrants that; (i) ARDORE makes no warranties
that the WEBSITE shall meet the BUSINESS requirements, or that WEBSITE is
error free or that the quality of this WEBSITE will meet the BUSINESS’s
expectations; (ii) the WEBSITE may not operate and/or display properly on
all Internet browsers. (iii) the WEBSITE may become non-operational due to
normal maintenance and occasional technical difficulties; and (iv) that it
will not make any claim (and will hold ARDORE harmless) against ARDORE for
any malfunction, loss of data, non-operation/display, non performance, of
the WEBSITE and/or WEBSITE database and/or WEBSITE files.
Payment for Products and Services
Payment for products and services provided to the BUSINESS by ARDORE is
required at time of sale unless other written arrangements are made in
advance. All overdue payments shall accrue interest at the lesser of one
and one-half (1-1/2%) percent per month or the maximum interest rate
permitted by law. The BUSINESS agrees to pay ARDORE for any costs
incurred, including collection agency fees and/or reasonable attorney fees
in collecting overdue payments and/or interest from the BUSINESS.
Indemnity
The BUSINESS agrees to indemnify and hold harmless ARDORE, its
directors, officers, employees, agents and vendors from any claim
arising from all services ARDORE provides to the BUSINESS including but
not limited to; HOSTING, DYNAMIC WEB PAGE SERVICES, DYNAMIC WEB PAGES
and/or from MATERIALS and/or CONTENT on WEBSITE, or from any breach of
this agreement, or from the BUSINESS’s violation of any law or the
BUSINESS’s violation of the rights of any third party. Additionally, If
legal action is threatened or commenced against ARDORE in connection
with HOSTING or MATERIALS published on this website, ARDORE shall give
immediate written notice thereof to the BUSINESS. The BUSINESS shall
defend, indemnify and hold ARDORE and its directors, officers, employees
and agents, harmless against all claims, suits, costs, damages,
judgments, attorney fees, settlement or expenses incurred, claimed,
obtained or sustained by third parties, whether for intellectual
property infringement, dilution, misappropriation or otherwise, arising
out of HOSTING and/or providing MATERIAL for use on this website, or
from the BUSINESS’s breach of this agreement, or from the BUSINESS’s
violation of any law or the BUSINESS’s violation of the rights of any
third party. The BUSINESS shall have the right to defend any such action
or proceeding with attorneys of its own choosing. Should the BUSINESS
fail to defend, ARDORE shall have the right to defend such action at the
BUSINESS’ expense.
Liability Limitation & Disclaimer of Warranties
THE BUSINESS AGREE THAT ARDORE, its directors, officers, employees, agents
and vendors SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT,
INDIRECT, SPECIAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING BUT NOT
LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL ARISING OUT OF HOSTING
HEREIN OR ANY OTHER SERVICE PROVIDED BY ARDORE FOR THE BUSINESS ON WEBSITE
OR IN CONNECTION WITH THE USE OR ANY OTHER MATTER RELATING TO THIS WEBSITE
HOWEVER ARISING, INCLUDING NEGLIGENCE. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; THEREFORE
THIS LIMITATION MAY NOT APPLY TO BUSINESS.
Severability
Should any provisions of this Agreement be held by a court of law to be
illegal, invalid or unenforceable, the legality, validity and or impaired
thereby, enforceability of the remaining provisions of this Agreement
shall not be affected
Waiver
The waiver by ARDORE of a breach of any provision of this Agreement by the
BUSINESS shall not operate or be construed as a waiver of any other or
subsequent breach by the BUSINESS.
User Terms Of Service Agreement
The BUSINESS agree to be additionally bound by the separate "Website User
Agreement" (User Terms of Service) accessible from the Home Page of the
WEBSITE.
Scope of Agreement
This Advertising and Listing Terms Of Service Agreement constitutes the
entire agreement between the BUSINESS and ARDORE, except for additional
agreements and forms completed in conjunction with placing an order with
ARDORE, which are to be incorporated into, and considered an integral part
of this agreement. This agreement supersedes any previous agreements on
this subject. If any part of this agreement is found to be unenforceable
for any reason, all other parts of this agreement shall remain in effect.
Any non-enforcement of this agreement by ARDORE shall not be considered a
waiver of rights. The laws of the State of New Jersey shall govern this
agreement. The State of New Jersey is the exclusive jurisdiction for
disputes. Venue for any disputes will be in State court in Morris County,
New Jersey or Federal Court located in Newark, New Jersey unless ARDORE
selects a different venue.
D. J. Ardore, Inc., P.
O. 188, Mountain Lakes, NJ 07046
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