Any dispute arising under this Agreement shall be resolved by binding arbitration on an individual basis, without the right to any class or representative proceeding. By agreeing to this Agreement and binding arbitration you are waiving your right to go to court, including the right to a jury trial.
This Membership Agreement (this “Agreement”) is entered into as of the date (the “Effective Date”) the online membership registration/order form (the “Online Application”) delivered in connection herewith is submitted, by and between The ARCVIEW GROUP, Inc., a Delaware corporation (“Company”), and the individual or entity (the “Applicant”) designated as the Member on the Online Application.
A. Company runs the Arcview Investor Network (“AIN”), a member-based investor network.
B. AIN’s membership consists of those who have indicated that they are “accredited investors” (each, an “Accredited Investor”) as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933 (as amended, the “Securities Act”) and who may be interested in doing business with companies and other ventures (each, an “Enterprise” or “Enterprises”) which may make presentations or proposals to, or seek investments or other interest from, AIN members (“Members”).
C. Applicant seeks to become a Member of AIN (“Membership”), subject to the terms and conditions of this Agreement and the terms and conditions applicable to the specific category of Membership (each, a “Category”) for which the Applicant has applied on its Online Application.
D. The Categories of Membership, and the rights, terms and payment obligations of the Members in relation thereto (“Membership Category Terms”), shall be as set forth on the Company’s webpage titled Membership Categories available at the following weblink (or any successor webpage or weblink) from time to time https://arcviewgroup.com/research/reports/. The Company reserves the right to modify, create and eliminate different Categories of Membership from time to time, each of which may have different Membership Category Terms, as determined by the Company.
E. In order to maintain its Membership in good standing, each Member must abide by the Membership Category Terms applicable to its Membership from time to time, including any requirement to pay periodic dues or maintain a minimum activity level (a “Minimum Activity Level”), which may include minimum investment amounts and/or requirements to attend a minimum number of AIN events.
F. Regardless of Category, Membership in AIN is a privilege granted by Company, and is subject to revocation, suspension, or termination at the sole discretion of Company.
G. Applicant, through this Agreement, consents to a review of certain information as described herein including, without limitation, a background or reference check.
H. During the period in which the application is reviewed, but prior to the granting or denial of Membership (“Review Period”), Applicant may be granted provisional membership (“Provisional Membership”) and thereby become a provisional member (“Provisional Member”) in accordance with the terms of this Agreement.
I. If Applicant is approved for Membership, Applicant will have the rights and obligations attributed to a Member hereunder and the Membership Category Terms applicable to its Membership from time to time.
THIS AGREEMENT IS LEGALLY BINDING ON APPLICANT ONCE PAYMENT HAS BEEN SUBMITTED. UNLESS APPLICANT PROVIDES WRITTEN INSTRUCTIONS TO THE CONTRARY, ITS CREDIT CARD ON FILE MAY BE AUTOMATICALLY CHARGED EACH YEAR FOR CONTINUED MEMBERSHIP AS MORE FULLY DESCRIBED HEREIN.
In consideration of the mutual promises, representations, warranties and covenants made herein, intending to be legally bound hereby, the parties agree as follows:
1. MEMBERSHIP APPLICATION
To apply for Membership, Applicant must complete and submit the Online Application indicating its agreement to be bound by this Agreement, pay the initiation fee applicable to the Category of Membership for which it has applied (the “Initiation Fee”), pay the first year’s membership fee (“Annual Dues”) and complete any other documentation required by Company including, without limitation, the Accredited Investor certification required as part of the Online Application. By agreeing to be bound by this Agreement, Applicant also agrees to the Membership Category Terms applicable to the Category of Membership for which Applicant has applied as of the date of submission of its Online Application.
Upon submission of the Online Application, along with the appropriate Initiation Fee and Annual Dues, Applicant will then enter a Review Period (“Review Period”) during which the Company will assess the Applicant for Membership approval.
2. MEMBERSHIP PROCESS
2.1. Provisional Membership.
During the Review Period, Company, in its sole discretion, may grant to Applicant Provisional Membership which has certain benefits as described herein. Provisional Membership, if granted, may be maintained during the Review Period, during which time the Applicant will be deemed a “Provisional Member” for all purposes of this Agreement. Provisional Membership is subject to Company’s sole discretion in all respects, and to the terms and conditions herein that apply to Provisional Members, and may be revoked by the Company at any time.
2.2. Approved Member.
If Applicant is approved by Company, Applicant will be granted Membership. Granting of Membership is at the sole discretion of Company and is subject to the terms and conditions herein that apply to Members and is subject to revocation or termination by Company at its sole discretion. Application for Membership is also contingent upon the successful verification of the information Applicant provides to Company during the application process, as well as a general background check performed by the Company or a third party.
2.3. Background Check.
The Applicant warrants that all information provided by Applicant to the Company in connection with its application for Membership is and will be true and correct. Company reserves the right to conduct a background check on Applicant. Applicant agrees to execute any, and all documentation Company requests to conduct a background check, and Applicant expressly waives and releases Company from any and all claim(s) or cause(s) of action arising out of Company’s verification of such information and/or the Company’s or any third party’s conduct of a background check.
2.4. Review of Application.
Company will review the Applicant’s applications for Membership and endeavor to provide Applicant with a written response within thirty (30) days after payments and the Online Application has been received (“Receipt Date”). If approved as a Member of AIN, the Applicant will be immediately enrolled as a Member receiving the applicable Membership Category Rights, with effect as of the Effective Date, and will continue to be bound by the terms and conditions of this Agreement as a “Member” for all purposes of this Agreement. If Applicant is denied Membership, the terms of Section 3.2 shall apply.
2.5 Membership Renewal
Applicant’s Membership will remain active as long as it continues to make the payment of the Annual Dues and any other fees and charges (collectively with Annual Dues, “Dues”) applicable to its Category of Membership as and when due. The Annual Dues and any applicable taxes may automatically be charged to the credit card that Company has on file for Applicant for each successive year (each, an “Administrative Renewal Term”) after Applicant’s first year of Membership, unless Applicant notifies the Company in writing at least thirty (30) days in advance of the start of the next Administrative Renewal Term that it desires to suspend its Membership in accordance with Section 5.2 hereof. Company reserves the right to change the amount of the Annual Dues in accordance with Section 5.4 hereof, in which case such changes will be applied at the start of the next Administrative Renewal Term immediately following the date of the change for the Member.
3. PROVISIONAL MEMBERSHIP
Provisional Members have only the rights indicated in Paragraph 3.1 below:
The right to access AIN online resources and to attend Arcview Signature Event(s) (each, a “Signature Event”) that occur(s) during the period of Provisional Membership.
3.2. Provisional Membership Duration and Revocation, Return of Dues.
If Membership is granted, Provisional Membership will immediately terminate, as it is no longer applicable and, for clarity, Member’s Membership will be deemed to have begun on the Receipt Date. If Membership is denied or if Provisional Membership is revoked, this Agreement will terminate and Applicant’s Initiation Fee and Annual Dues will be subject to the following:
3.2.1. If the denial or revocation occurs without Applicant having attended any of AIN’s Signature Events, regardless of when such denial or revocation occurs, the Initiation and Annual Dues will be refunded in full; or
3.2.2. If the denial or revocation occurs with Applicant having attended (partially or completely) any one of Arcview’s Signature Events, regardless of when such denial or revocation occurs, 50% of the Initiation Fee will be refunded and no refund of the Annual Dues.
The term of this Agreement commences on the above-referenced Effective Date and shall continue unless terminated in accordance with Article 5. The terms of Sections 6, and 8-17 shall survive any suspension, expiration or termination of this Agreement, for any reason, indefinitely.
5. MEMBERSHIP; SUSPENSION AND TERMINATION
Rights. Member shall have the Membership Category Terms for which it applies and pays Dues. Member may not assign or transfer its Membership.
5.2. Suspension by Member/Reactivation.
Member may suspend a Membership at any time by providing written notice to Company. In the event of a suspension by a Member, no Dues shall be refunded, and the Membership will remain active until the expiration of the then-current Administrative Renewal Term, but Member’s credit card on file will not be charged Dues for the following Administrative Renewal Terms until and unless the Member re-activates its Membership in writing as provided below. Member may also suspend his or her Membership by not paying the Annual Dues or other Dues when due. In such an event, the Member will no longer be entitled any rights of Membership. Inactive Members may re-activate their Membership with the approval of the Company by paying the Annual Dues for the then current period and any other Dues when due, along with any reactivation fee (a “Reactivation Fee”) determined by the Company to be applicable to Member’s Membership Category.
5.3. Termination/Suspension by Company.
Company may suspend the Membership of the Member, or terminate this Agreement and the Membership of a Member, upon written notice to the Member for any reason at any time. If the Company suspends or terminates Member’s Membership for cause, no refunds or credits will be issued. If the Company suspends or terminates Member’s Membership without cause, Company will provide a reasonable and equitable refund of a portion of Member’s Annual Dues for the then-current Administrative Renewal Term only, as determined by the Company in its good faith, reasonable discretion. For purposes of this Agreement, “cause” shall be deemed to include:
(i) a breach by the Member of any of the covenants, terms and conditions of this Agreement, including any applicable Membership Category Terms;
(ii) the use of the Membership, including any Signature Events or other AIN resources, for the purpose of soliciting funds or interest from other Members as or on behalf of an Enterprise (as opposed to in its capacity as an investor, as contemplated by the Membership), provided that, in such case, in the sole discretion of the Company, the Company may agree to transition such Member’s Membership to a membership offered by the Company or any affiliate that is applicable to Enterprises or similarly-situated parties and, in connection therewith, to apply all or a portion of such Member’s already-paid Dues to such new membership;
(iii) a failure to meet the Minimum Activity Level needed to maintain its Category of Membership; and
(iv) any act or omission deemed by the Company, acting in its reasonable discretion, to constitute gross negligence, willful misconduct, fraud or a breach of any Company guidelines or codes of conduct applicable to the Membership, or otherwise deemed adverse to the interests of the Company or AIN or any of its Members, as determined by the Company, acting in its reasonable discretion.
5.4. Dues; Changes in Terms and Dues.
All Dues payable hereunder (1) are payable on demand from the Company, subject to the applicable Membership Category Terms in effect from time to time, (2) may be subject to tax, which shall in all cases be payable by the Member, and (3) except as otherwise set forth in the Agreement, are non-refundable.
Company reserves the right to change the amount charged as Annual Dues, the Reactivation Fee or any other Dues, and any other Membership Category Terms, with notice to the Member at any time in the Company’s sole discretion. Notwithstanding the foregoing, if the Member has already paid Annual Dues at the time of any such written notice, the Member will not have to pay the new Annual Dues until the expiration of the then-current Administrative Renewal Term (and shall not be entitled to any refund for the then-current Administrative Renewal Term). The Company and the Member may agree to change the Membership Category applicable to the Member from time to time, subject to the applicable Membership Category Terms. For avoidance of doubt, the terms of this Agreement and the Membership Category Terms applicable to the Member may be different than the terms offered or agreed to with any other AIN Member from time to time.
6. DEFINITIONAL MATTERS
For the Paragraphs numbered “7”,”8”, “9” and “10” below (including the sub-paragraphs underlying them) in this Agreement the term “Member” shall be deemed to refer to the Applicant, in its capacity as an Applicant, Provisional Member and Member, as applicable, and for avoidance of doubt, shall apply to the Applicant from and after the Effective Date.
Member hereby covenants to the Company that he/she or it:
Shall abide by the terms of this Agreement and the Membership Category Terms applicable to the Member from time to time;
Shall pay Dues in-full and in a timely fashion when due;
Shall act in a professional manner at all times with respect to AIN, to other Members and AIN participants, and during all AIN sponsored events and activities;
Shall refrain from making any video or audio recording of any AIN event, except for personal use only, without the written permission of Company;
Shall utilize any and all material (“Materials”) accessible to Member through any AIN or Company provided website or other platform solely for the limited purposes contemplated under this Agreement, or for any other purposes granted to Member in a written agreement from the owner of such Materials. Member will not copy, publish, repurpose, reproduce, disseminate or transfer in any form or by any means the Materials except with the prior written permission of the Company or the Enterprise which has created or provided access to it, as applicable. Member acknowledges that the Materials are the exclusive property of the Company, an Enterprise or another third party which has created or owns it, as applicable, and agrees that it will not have any claims to or rights in any such Materials, except as may be otherwise expressly provided in a separate written agreement with the owner of such Materials;
Understands that Member may be required to sign non-disclosure or other documents by some Enterprises in connection with presentations and/or discussions with such Enterprises about potential investment opportunities, and agrees to comply with all obligations thereunder.
Shall provide immediate written notice to the Company if it becomes aware of any breach by it of the terms of this Agreement or of the acknowledgments, representations and warranties in Section 8.
8. MEMBER’S ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES
Member hereby acknowledges, represents and warrants to the Company as follows:
Member understands and acknowledges that: (i) Neither Company nor AIN is a venture fund, broker dealer, investment bank, investment clearinghouse, or any other form of investment advisor or otherwise, and is not registered with the Securities Exchange Commission or any state securities commission; (ii) Neither Company nor AIN provides advice, recommendation, or any other indication of appropriateness or inappropriateness for a particular investment, including, without limitation, any legal, tax or investment advice, (iii) Neither Company nor AIN endorses any investment opportunity or makes any independent investigation to verify information provided by Enterprises submitting to AIN for presentation or otherwise, and neither Company nor AIN makes any representation or warranty regarding the same;
Member is an Accredited Investor as defined above and represented in Member’s responses to the Online Application;
Member understands and acknowledges that Member must conduct his or her own analysis and due diligence to determine the appropriateness of any investment Member may make in any Enterprise, including all inherent legal, tax and financial risks of such investment. As a result, Member recognizes and agrees that neither AIN nor Company nor any of its officers, directors, representatives or agents have any responsibility or liability for any investment decision that Member makes as a result of or pursuant to being a Member of AIN. The choice to use and the manner of use of information and knowledge gained through AIN is Member’s individual choice. Member should consult with its own advisors, including, without limitation, legal, tax and investment advisors, prior to making any investment decisions;
Member understands and acknowledges that all Members must operate within a complex and constantly evolving legal and regulatory framework and that neither Company nor AIN evaluates or offers any legal advice or other conclusions regarding any Member’s or Enterprise’s compliance with applicable laws or regulations. As a result, Member recognizes and agrees that Member must conduct Member’s own analysis and due diligence to determine any Member’s or Enterprise’s compliance with applicable laws or regulations, including, but not limited to, any requirements that the Enterprise be organized or operate as a not-for-profit, non-profit or non-stock entity;
Member understands and acknowledges that any investments are high risk, and that an entire loss of Member’s investment is possible; Member agrees that Company and AIN shall have no responsibility or liability with respect to the outcome of any investment that Member makes or damages that Member may suffer in connection with such investment, whether direct or indirect; Member may be the sole Member to invest in an Enterprise, or may co-invest with other Members based on any agreement that Member may reach with them, and that follow-on investments in each deal may be required; and
Member understands and acknowledges that AIN meetings and events (including Signature Events), and any material or documents made available to AIN members through AIN, are not an offer to sell, or solicitation to buy, any security by Company or AIN.
The information and responses submitted by Member with its Online Application are true, correct and complete in all respects.
9. INDEMNITY; RELEASE OF CLAIMS; LIMITATIONS OF LIABILITY
Member agrees to fully indemnify, defend and hold harmless AIN, Company, their affiliates, and each of their respective officers, directors, employees, shareholders, agents and successors (collectively, the “AIN Parties” and each a “AIN Party”), from and against any and all claims, losses, liabilities, damages, penalties, fines, expenses, costs and attorneys’ fees (collectively, “Losses”) arising out of or relating in any way to Member’s Membership in AIN, including, without limitation, Member’s participation, as an investor, in any opportunity or review of materials or information made available through AIN (orally, in written form, electronically or by any other means), due to Member’s breach of any representation, warranty or covenant under this Agreement, Member’s breach of any non-disclosure or confidentiality obligations owed to any Enterprises or other third parties, attendance by Member or any guest of Member at any Signature Event or the negligence, bad faith, willful misconduct or fraud of Member.
To the maximum extent permitted by law, Member hereby waives and releases any and all claims, causes of action or other rights that Member might have against the AIN Parties arising out of relating in any way to Member’s participation in AIN, including Member’s participation, in any opportunity or review of materials or information made available through AIN (orally, in written form, electronically or by any other means) or Member’s breach or the breach of another Member of any representation, warranty or covenant under this Agreement, or any other action or inaction of any Enterprise or other AIN Member. It is expressly understood by the parties hereto in granting the waivers set forth above that California Civil Code section 1542 provides as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The provisions of section 1542 are hereby expressly and with the advice of counsel waived by each party hereto, who each admit the full knowledge and understanding of the consequences and effects of this waiver with respect to the releases given in this Agreement.
LIMITATIONS OF LIABILITY. NO AIN PARTY SHALL BE LIABLE FOR ANY LOSSES OR DAMAGES OF ANY KIND TO MEMBER, ANOTHER MEMBER OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) THAT MAY ARISE OR RESULT FROM MEMBER’S, ANOTHER MEMBER’S OR A THIRD PARTY’S USE OR ACCESS TO, OR INABILITY TO USE OR ACCESS, ANY ENTERPRISE INFORMATION MADE AVAILABLE TO MEMBERS BY AIN THROUGH ANY MEDIUM (INCLUDING THE INTERNET), WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY EVEN IF THE AIN PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WITHOUT LIMITATION OF THE FOREGOING, IN NO EVENT SHALL ANY AIN PARTY BE LIABLE, UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY, WITH RESPECT TO THIS AGREEMENT OR AIN GENERALLY, (I) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOSS OF PROFITS, EVEN IF THE AIN PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) FOR AN AMOUNT IN EXCESS OF THE ANNUAL DUES PAID BY THE MEMBER IN THE PRIOR TWELVE MONTHS PRECEDING THE CLAIM TO THE EXTENT THAT, NOTWITHSTANDING THE FOREGOING DISCLAIMERS, A COURT DETERMINES THAT AN AIN PARTY IS LIABLE FOR LOSSES OR DAMAGES.
10. NONDISCLOSURE OF CONFIDENTIAL INFORMATION
10.1. Agreement Not to Disclose
Member agrees not to use any Confidential Information (as defined below) disclosed to the Member by or on behalf of Company or any other Member, Enterprise, or any agent or proxy of Company or any other Member or Enterprise, or obtained by Member at any AIN related event, for Member’s own use or for any purpose other than (i) to carry out discussions concerning, and the undertaking of, the Member’s rights under this Agreement or (ii) as otherwise stipulated in any confidentiality or non-disclosure agreement (an “NDA”) entered into with the party to which the Confidential Information relates. Member shall not disclose or permit disclosure of any Confidential Information to third parties other than to other Members of AIN and as otherwise permitted in any NDA. Member agrees to take all reasonable measures to protect the secrecy of, and avoid disclosure or use of, Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Member further agrees to notify Company in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of the Company’s Confidential Information which may come to Member’s attention.
10.2. Definition of Confidential Information
“Confidential Information” means any information, technical data or know-how (whether disclosed before or after the date of this Agreement), including, but not limited to, information relating to business and product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, human resources, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, engineering, marketing or finance to be confidential or proprietary or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Confidential Information does not include information, technical data or know-how which: (i) is in the possession of Member at the time of disclosure, as shown by Member’s files and records immediately prior to the time of disclosure; or (ii) becomes part of the public knowledge or literature, not as a direct or indirect result of any improper inaction or action of Member.
Notwithstanding the above, Member shall not be liable to any party under this Agreement with regard to any Confidential Information which Member can prove:
(i) is disclosed by Member with the prior written approval of the party to whom the information relates; and
(ii) disclosed by Member pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that Member shall provide prompt notice of such court order or requirement to Company to enable the party to which such Confidential Information relates to seek a protective order or otherwise prevent or restrict such disclosure.
11. COMPANY AFFILIATES
It is expressly acknowledged and agreed that Company may share contact information of a Member with Company’s affiliates for purposes of a Company affiliate contacting a Member to determine if such Member is interested in services offered by such Company affiliate.
If any provision of this Agreement shall be held to be unenforceable by any court of competent jurisdiction, such provision shall be deemed independent and severable and the remainder of the Agreement shall be valid and enforceable in accordance with the terms thereof.
13. GOVERNING LAW
The laws and decisions of the State of California, without regard to conflict of laws principles, shall govern this Agreement and shall control the construction, enforcement, validity and interpretation hereof. Any controversy or claim between the parties hereto arising out of, or related to, this Agreement or the breach thereof shall be settled by arbitration. The arbitration shall be conducted under the then current Commercial Rules of the American Arbitration Association. Applicant/Member agrees that it may bring claims against Company only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator’s decision shall be final and binding, and the award so rendered may be filed in any state court having jurisdiction. The provisions of this Section shall survive the expiration or earlier termination of this Agreement. The place of arbitration will be San Francisco, California.
14. ENTIRE AGREEMENT
15. ELECTRONIC EXECUTION
This Agreement may be executed and delivered by electronic means by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered electronically as if the original had been received. Without limitation of the foregoing, the Applicant’s indication of agreement to this Agreement by virtue of its submission of its Online Application shall be deemed to be such Applicant’s and the Company’s due execution and delivery of this Agreement, and shall be sufficient to bind each party to the terms hereof.
16. ELECTRONIC COMMUNICATION
Applicant agrees and consents to receive all notices, disclosures, documents, analyses, and all other materials and communications concerning this Agreement or AIN, including, without limitation, information required or permitted to be provided under this Agreement or any other agreement between Applicant and the Company via Electronic Communication. “Electronic Communication” includes, but is not limited to, email, the Company’s website, or any other form of electronic communication. Applicant agrees and consents to transact business with the Company via Electronic Communication.
Applicant/Member may not assign this Agreement, and any such assignment shall be void and of no effect. Company shall be free to assign this Agreement.
|Individual Membership||Family Membership|
|Membership Welcome letter/handoff||X||X|
|15 minute 1-1 introduction||X||X|
|Proseeder Profile||1 Member||2 Members|
|Platform training, group or 1-1||Group only||Group or 1-1|
|Access to training/educational content||X||X|
|Discount tickets for Signature and Forums||Member||Member + 1|
|Free attendance at all local events||X||X|
|Monthly deal flow webinars, by areas of interest||X||X|
|Present at Signature / Forum / Local||By invite only||By invite only|
|Access to private groups – Linkedin, FB||X||X|
|Access to other Investor Members||X||X|
|Access to research (TBD/Newsletter)||X||X|
|Earn membership credits w/ engagement||X||X|
|Content / Thought Leadership for blogs, etc||By invite only||By invite only|
|Chapter Leader / SIG Leader||X||X|
|Participation as RTI Judge||By invite only||By invite only|
|Member referral program||X||X|
|Free ACA Membership||X||X|
|Syndicate deals across other angel groups||X||X|
|Captable Management at discount (Carta integration – TBD)||X||X|
|Discounts to partner events||X||X|
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