THE NEXT SystemTM

TERMS OF SERVICE, CONFIDENTIALITY, AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT

 

AGREEMENT BETWEEN THE LEARNER AND NEXT INTEGRATIVE MINDS LIFE SCIENCES LTD.

This NEXT SystemTM Terms of Service, Confidentiality, Privacy, And Intellectual Property Rights Agreement (“Agreement”) is an agreement between you (“Learner”) and NEXT Integrative Minds Life Sciences Ltd. (“NEXT”) for the use of the NEXT SystemTM as defined below.

The NEXT SystemTM is designed for people who clearly understand they are responsible for their own health and well-being (see the section entitled INFORMED CONSENT below).

NEXT provides the following products and services (the “NEXT SystemTM”):

  1. a) Website: The www.mynextsystem.com website which is comprised of various web pages operated by NEXT.
  2. b) Neuro-literacy-based training and education programs and services: The NEXT training programs and lifelong support system marry decades of neuroscience with proprietary technology to unlock the potential of neuro-literacy for all. Using our technology, virtually anyone can learn to self-direct aspects of their brain’s neuroplasticity. Our training programs are evidence-based non-clinical performance solutions. They employ a combination of well-established but never-before-combined behavior change techniques; models for experiential and transformative learning, self-awareness, self-regulation, and self-management; and our own proprietary techniques. These programs provide a standard protocol for the integration of behavior change techniques into a unified system to address the whole person across their lifespan, such as evidence-based psychological techniques, software, Web-based programs, consumer electronics, and self-help books. The NEXT SystemTM is a cloud-based technology platform designed to make neuro-literacy-based products and services widely available and applicable. The NEXT SystemTM and our proprietary technology and programs are also designed to be licensed by other service providers.

The NEXT SystemTM and all related information, products, programs, and services are offered to you conditioned on your acceptance without modification of the terms and conditions contained in this Agreement. Your use of the NEXT SystemTM constitutes your agreement to all the terms and conditions in the Agreement. Please read this Agreement and keep a copy for your reference. If you do not agree to be bound to any term or condition of this Agreement, you must not accept this Agreement or access the NEXT SystemTM.

In consideration of the license granted herein by NEXT to Learner and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree to the terms of this Agreement.

NO UNLAWFUL OR PROHIBITED USE

Learner acknowledges and agrees that they will comply with the usage procedures specified by NEXT. As a condition of the use of the NEXT SystemTM, Learner warrants to NEXT that they will not use the NEXT SystemTM for any purpose that is unlawful or prohibited by the terms of this Agreement. Learner may not use the NEXT SystemTM in any manner that could damage, disable, overburden, or impair the NEXT SystemTM or interfere with any other party's use and enjoyment of the NEXT SystemTM.

Learner acknowledges that it has no right, title, or interest in relation to its use of the NEXT SystemTM, and, to the extent that Learner may be deemed by operation of law to acquire any such right, title, or interest, Learner hereby assigns and transfers to NEXT all such right, title, and interest. Learner will not copy, film, videotape, audiotape, record, or otherwise make a record of, by electronic, digital, or any other means, all or any portion of any aspect of the NEXT SystemTM, and will not record or take pictures, or assist another person or organization in recording and/or taking pictures of any kind or nature, of all or any portion of the NEXT SystemTM or of any other learners.

NEXT hereby grants to Learner a non-exclusive, non-transferable license (without the right to sublicense) to use the NEXT SystemTM solely for the Learner’s personal performance and well-being benefit gained from Learner’s use of the NEXT SystemTM, all subject to the terms and conditions contained in this Agreement. The NEXT SystemTM is copyrighted, and it is licensed to Learner under this Agreement, not sold to Learner. By using The NEXT SystemTM, Learner agrees to be bound by the terms and conditions of this Agreement. Learner agrees not to install, copy, or otherwise use The NEXT SystemTM other than as set out in this Agreement.

Learner may not: (a) modify or create any derivative works of The NEXT SystemTM or accompanying documentation, including translation or localization; (b) copy The NEXT SystemTM except as provided in this Agreement or elsewhere by NEXT; (c) separate The NEXT SystemTM, which is licensed as a single product, into its component parts; (d) sublicense or permit simultaneous use of The NEXT SystemTM by more than one user; (e) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any component of The NEXT SystemTM; (f) redistribute, encumber, sell, rent, lease, sublicense, use The NEXT SystemTM in a timesharing or service bureau arrangement, or otherwise transfer rights to The NEXT SystemTM under any circumstances; (g) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in The NEXT SystemTM; or (h) publish any information pertaining to The NEXT SystemTM  to a third party without NEXT’s prior written consent. NEXT is under no obligation to provide technical support under the terms of this Agreement and provides no assurance that any specific errors or discrepancies in The NEXT SystemTM will be corrected.

NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

“Confidential Information” means any and all information provided to Learner by NEXT, other than as specifically excluded below. Confidential Information includes, without limitation, The NEXT SystemTM, promotional materials, business concepts and strategy, and other information regarding NEXT’s products, methods, processes, software, data, databases, tangible or intangible materials embodied in them or relating to them, including without limitation all raw, gross, or compiled statistical information, designs, inventions, specifications, formulas, algorithms, technology or services, NEXT’s actual or anticipated research and development, financial information, operational and technical information or other business information, trade secrets or know-how, NEXT’s Learners and all materials relating thereto.

“Confidential Information” does not include any information which, through no improper act or omission by Learner or any other improper means, (a) has become publicly known and is generally available; (b) Learner can establish was already in his/her possession at the time of disclosure of such information by NEXT or any NEXT representative; or (c) Learner can establish became available to Learner from a source other than NEXT.

Learner acknowledges and agrees that Confidential Information is confidential, proprietary and a trade secret and Learner will strictly maintain their confidentiality and will not, during the term and conditions of this Agreement or thereafter (a) use any Confidential Information for any purpose except for the personal performance and well-being benefit of Learner gained from Learner’s use of the NEXT SystemTM; or (b) disclose, sell, copy, disseminate, publish, broadcast or reproduce by any means whatsoever, any Confidential Information to any other party without the express written consent of NEXT and the execution by that party of a like Confidentiality, Non-Competition and Intellectual Property Ownership Agreement.

For greater certainty, any use of Confidential Information for Learner’s personal benefit  (other than the personal performance and well-being benefit of Learner gained from Learner’s use of the NEXT SystemTM) or for the benefit of any other person or persons, firm, partnership, association, corporation or other third party other than NEXT, or assisting others in doing so, including using the Confidential Information to develop, market or provide products or services that are the same, or substantially similar, to those of NEXT is strictly prohibited and would be in violation of Learner’s obligations under this Agreement.

Notwithstanding any provision of this Agreement to the contrary, if Learner is requested or required in a judicial, administrative, or governmental proceeding or otherwise to disclose any Confidential Information, Learner will provide NEXT with prompt written notice of such request or requirement so that NEXT may seek an appropriate protective order. If, as a result of any such request or requirement, Learner is, in the written opinion of counsel, compelled to disclose Confidential Information or else stand liable for contempt or other censure or penalty, then such Confidential Information may be disclosed without liability hereunder provided that Learner complies with the notice provisions of this paragraph.

Learner will be responsible for any breach of this Agreement by any third party to whom Learner discloses Confidential Information in accordance with the provisions of this Agreement. The obligation of confidentiality in this Agreement shall last until such time as the Confidential Information ceases to be Confidential Information as defined in this Agreement or until such other time as NEXT may designate in writing.

NON-COMPETITION

Learner will not, for a period of five years after the execution of this Agreement, without NEXT's express written consent, become engaged, directly or indirectly, either as an individual, or in conjunction with any other person, firm, corporation, or other entity, whether acting as a principal, agent, employee, consultant, partner, or in any capacity whatsoever, in a business that offers, develops and/or markets products or programs, or provides services that use, or were developed using, NEXT's proprietary technologies, methodologies, programs, products, and business concepts, including without limitation The NEXT SystemTM (“Protected Good or Service”).

This provision is in no way intended to impede or constrain the Learner relative from conducting business in the Learner's normal course, including without limitation rendering services such as coaching, training, teaching, consulting, and advising services to the Learner's clients provided it is without using a Protected Good or Service.

NON-SOLICITATION

Learner will not, for a period of five years after the execution of this Agreement, without NEXT’s express written consent, either as an individual, or in conjunction with any other person, firm, corporation, or other entity, whether acting as a principal, agent, employee, consultant, or in any capacity whatsoever:

(a) solicit, attempt to solicit, or call upon, or directly or indirectly induce, any client of NEXT, to become Learner's client, or the client of any person, firm, association, syndicate, partnership, or company in any manner associated with Learner, in respect of a Protected Good or Service;

(b) solicit, attempt to solicit, or communicate in any way with any consultant or employee of NEXT (“Protected Employee”) for the purpose of having such Protected Employee leave the employ of NEXT; or

(c) hire, whether as an employee, consultant, or otherwise, any Protected Employee.

OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY

"Intellectual Property" means (a) any and all proprietary rights provided under (i) patent law, (ii) copyright law, (iii) trademark law, (iv) design patent or industrial design law, or (v) any other statutory provision or common law principle, including trade secret law or the law applicable to Confidential Information, which may provide a right in ideas, formulae, algorithms, concepts, inventions, know-how or show-how; and (b) any and all applications, registrations, licenses, sublicenses, franchises, agreements or any other evidence of a right in any of the foregoing.

Learner agrees that NEXT is and shall be the sole and exclusive owner of any and all Intellectual Property created, conceived, invented, developed, or authored by Learner, singly or jointly, including improvements, modifications, enhancements, all derivatives, and all other rights to Intellectual Property arising out of Learner’s use or accessing of the NEXT SystemTM or otherwise arising.

Learner hereby irrevocably assigns all right, title, and interest in and to such Intellectual Property so created, conceived, invented, developed, or authored to NEXT and irrevocably waives any rights including moral or other rights that Learner may have in any such Intellectual Property. Learner agrees to do such things and to execute such further lawful documents, assurances, applications, and other instruments as may be required to give effective legal and registered title to NEXT in and to such Intellectual Property, all without further consideration.

MAINTAIN CONFIDENTIALITY OF YOUR ACCOUNT

Learner is responsible for maintaining the confidentiality of their account and password and for restricting access to their computer or other devices. Learner agrees to accept responsibility for all activities that occur under their account or password. Learner may not assign or otherwise transfer their account to any other person or entity. Learner acknowledges that NEXT is not responsible for third party access to Learner’s account that results from theft or misappropriation of Learner’s account. Learner shall notify NEXT immediately of any unauthorized use of their account access or any other concern for breach of their account security.

FEE, CANCELLATION, OFFER, AND REFUND POLICY

Learner may cancel their subscription to the NEXT System™ at any time. To qualify for a refund, the cancellation must be made within 30 days from the date of subscription. Please contact us at support@mynextsystem.com with any questions.

NEXT may change the fees charged and offerings made from time to time.

LINKS TO THIRD PARTY SITES/THIRD PARTY SERVICES

The NEXT System™ may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of NEXT and NEXT 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. NEXT is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by NEXT or any association with its owners or operators of the Linked Sites.

Certain products and services made available via the NEXT System™ are delivered by third-party sites and organizations. By using any product, service, or functionality originating from the NEXT System™, Learner hereby acknowledges and consents that NEXT may share such information and data with any third party with whom NEXT has a contractual relationship to provide the requested product, service or functionality on behalf of the NEXT System™ and Learners.

INTERNATIONAL LEARNERS

The NEXT SystemTM is controlled, operated, and administered by NEXT from our offices within Canada. If Learner accesses the NEXT SystemTM from a location outside Canada, Learner is responsible for compliance with all local laws. Learner agrees that they will not use the NEXT SystemTM, Confidential Information, or Intellectual Property in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.

LIABILITY DISCLAIMER

THE NEXT SYSTEM™ AND ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, OR RELATED GRAPHICS INCLUDED IN OR AVAILABLE THROUGH THE NEXT SYSTEM TM MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.

NEXT AND/OR ITS AGENTS, VENDORS, SUPPLIERS, OR SERVICE PROVIDERS MAY MODIFY, SUSPEND, DISRUPT, OR DISCONTINUE THE NEXT SYSTEMTM, ANY PART OF THE NEXT SYSTEMTM, OR THE USE OF THE NEXT SYSTEMTM, WHETHER TO ALL LEARNERS OR TO LEARNER SPECIFICALLY, AT ANY TIME WITH OR WITHOUT NOTICE TO LEARNER.

NEXT AND/OR ITS AGENTS, VENDORS, SUPPLIERS, OR SERVICE PROVIDERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE NEXT SYSTEMTM OR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, OR RELATED GRAPHICS CONTAINED ON THE NEXT SYSTEMTM FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES, OR RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. NEXT AND/OR ITS AGENTS, VENDORS, SUPPLIERS OR SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE NEXT SYSTEMTM OR SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXT AND/OR ITS AGENTS, VENDORS, SUPPLIERS OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE NEXT SYSTEM TM, WITH THE DELAY OR INABILITY TO USE THE NEXT SYSTEM TM OR RELATED PRODUCTS OR SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR RELATED GRAPHICS OBTAINED THROUGH THE NEXT SYSTEM TM, OR OTHERWISE ARISING OUT OF THE USE OF THE NEXT SYSTEM TM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF NEXT OR ANY OF ITS AGENTS, VENDORS, SUPPLIERS OR SERVICE PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LEARNER. IF LEARNER IS DISSATISFIED WITH ANY PORTION OF THE NEXT SYSTEM TM, OR WITH ANY OF THESE TERMS OF SERVICE, LEARNER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE NEXT SYSTEMTM.

THIS AGREEMENT SHALL SURVIVE THE CANCELLATION OF THE LEARNER'S SUBSCRIPTION, THE DELETION OF THE LEARNER'S ACCOUNT, OR THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

INDEMNIFICATION

Learner hereby indemnifies and holds NEXT, its directors, officers, managers, shareholders, affiliates, associates, employees, agents, and/or people who assist, and its and their executors, administrators, heirs, successors, legal representatives, and assigns, harmless from all loss, cost, liability, expense (including reasonable lawyer's fees), obligation or damage arising out of Learner's use of or inability to use the NEXT SystemTM, any Learner postings, Learner violation of any terms or conditions of this Agreement or Learner violation of any rights of a third party, or Learner violation of any applicable laws, rules or regulations. NEXT reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Learner, in which event Learner will fully cooperate with NEXT in asserting any available defenses.

In no event will NEXT, its directors, officers, managers, shareholders, affiliates, associates, employees, agents and/or people who assist, and its and their executors, administrators, heirs, successors, legal representatives and assigns, be liable for any direct, indirect, incidental, special, or consequential damages, incurred by Learner or any third party, whether in an action in contract or tort, even if NEXT or any other person was advised of the possibility of such damages.

ARBITRATION

In the event the parties are not able to resolve any dispute between them arising out of or concerning (a) this Agreement, or any provisions hereof including prior versions, or concerning the existence, applicability, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof; and/or (b) the use of the NEXT SystemTM (collectively, "Disputes"), whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such Dispute shall be resolved only by final and binding arbitration pursuant to the Arbitration Act (Ontario), conducted by a single neutral arbitrator selected by the parties, in an Ontario location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding, or arbitration arises out of or concerns the terms and conditions of this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all Disputes and claims in regard to this Agreement or any Disputes arising as a result of the use of the NEXT SystemTM, whether directly or indirectly, including Tort claims that are a result of this Agreement. The parties agree that the Arbitration Act (Ontario) governs the interpretation and enforcement of this provision. The entire Dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of this Agreement.

Where arbitration is not permitted in your country or state of residence, the parties will participate in whatever similar process is available in that country or state.

CLASS ACTION WAIVER

Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both Learner and NEXT agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

GENERAL

Learner agrees that no joint venture, partnership, employment, or agency relationship exists between Learner and NEXT as a result of this Agreement or use of the NEXT SystemTM. NEXT's performance of this Agreement is subject to existing laws and legal processes, and nothing contained in this Agreement is in derogation of NEXT's right to comply with governmental, court, and law enforcement requests or requirements relating to Lerner's use of the NEXT SystemTM or information provided to or gathered by NEXT with respect to such use.

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

This Agreement is governed by and interpreted in accordance with the laws of the Province of Ontario and Canada therein, without regard to the conflicts of law rules thereof. Any claim or Dispute arising in connection with this Agreement shall be resolved in Toronto, Ontario. To the maximum extent permitted by law, Learner hereby consents to this jurisdiction and waives any objections to this jurisdiction.

Use of the NEXT SystemTM is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this section.

No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under the Agreement.

Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.

Visiting the NEXT SystemTM or sending emails to NEXT constitutes electronic communications. Learner consents to receive electronic communications and Learner agrees that all agreements, notices, disclosures, and other communications that NEXT provides to Learner electronically, via email and on the NEXT SystemTM, satisfy any legal requirement that such communications be in writing.

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when (a) delivered personally, (b) sent by confirmed electronic communication, (c) ten days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) the third day after deposit with a commercial express courier specifying overnight delivery, with written verification of receipt. All communications to NEXT shall be sent to the email or office addresses set forth below.

This Agreement is the complete agreement between the parties concerning the subject matter and replaces any prior oral or written communications between the parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein.

A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

 

It is the expressed wish of the parties that this Agreement and all related documents be written in English.

 

CHANGES TO TERMS

NEXT reserves the right, in its sole discretion, to change the terms and conditions under which the NEXT SystemTM is offered. The most current version of these terms and conditions will supersede all previous versions. NEXT encourages you to periodically review the terms and conditions to stay informed of our updates.

 

INFORMED CONSENT

Learner acknowledges and understands that the use of the NEXT SystemTM is designed for people who clearly understand they are responsible for their own health and well-being.

Learner acknowledges that that the information provided by NEXT is a combination of information obtained from a large variety of sources (some of which are referenced), experience, and insight, and that the NEXT SystemTM is in no way intended to be, and should not be taken as, complete, comprehensive, or entirely factual. Learner agrees that any and all information provided to or received by Learner during the use of the NEXT SystemTM or otherwise does not constitute medical, legal, or other professional advice.

Learner represents as follows:

  1. a) I know of no reason that I should not use or access the NEXT SystemTM;
  2. b) I have considered the nature of the NEXT SystemTM and have voluntarily chosen to use the NEXT SystemTM and not as a result of coercion, pressure, a condition of employment or to satisfy anyone other than myself;
  3. c) I am fully aware of what I am undertaking and that there may be risks associated with using the NEXT SystemTM. I agree that I am responsible for my own participation in the NEXT SystemTM and for my own physical, mental, and emotional well-being and that NEXT is responsible solely for offering the use of the NEXT SystemTM as provided for herein, and
  4. d) If at any time during my participation I am under, or come under, the care of one or more mental health-care professionals, I agree to notify those professionals of my use of the NEXT SystemTM and continue to update them on a regular basis as I deem appropriate.
  5. e) Learner acknowledges having received or having had the opportunity to receive independent legal advice regarding this Agreement.

NEXT Integrative Minds Life Science Ltd.

Exchange Tower
130 King Street West,
Suite 2300, P.O. Box 233
Toronto, Ontario
M5X 1C8

Email: support@mynextsystem.com

Phone: +1 (669) 253-8717

Effective as of September 15, 2023



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