TERMS AND CONDITIONS
| Dunedin Consultants Limited / Memory Room Terms and Conditions |
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The site's owner is Dunedin Consultants, owned and run by husband and wife team, Vinden Grace and Eve Grace-Kelly.
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| 1. Introduction. |
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This Agreement is a legal document that sets out your rights and obligations, and those of "Memory Room" (www.memoryroom.com and others) and Dunedin Consultants Limited, a company registered in England under registration no. 3555183 ("MR", "DCL", "we" or "us"), in relation to this site and related ones and the services offered by us through them (the "Memory Room Service" and related links and services).
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You must take the time to read and understand it before registering for the Memory Room Service. By registering, you accept that you are entering into a contract with us on the terms of this Agreement. Visitors to the Memory Room Service who do not purchase a minute similarly affirm that they are bound by this Agreement each time that they access the Memory Room Service. You should be aware that this Agreement may change from time to time in accordance with Clause 23 below.
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| 2. Users |
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A minute, once chosen by you and once you are notified by MR / DCL of its successful purchase at the then prevailing rates, becomes yours in perpetuity in that chosen time zone, on that hour, day, month and year. No further fees are payable by you for that minute, i.e. it is a one-off payment per minute.
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The purchaser, or their stated nominee (if the minute(s) has (have) been purchased on behalf of someone else), is granted their own individual web page on the site in respect of each minute purchased. On each web page, they may upload photographs and the text of their choice (see elsewhere for Prohibitions), all of which can be edited at any time. Access to the page is password protected, but the purchaser or nominee has the option to make their page public if they desire. As long as a minute or minutes is / are available, the purchaser can buy as many minutes as they wish.
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The Users of the Memory Room Service (i) comprises "visitors", who use the Memory Room Service or other services via our website (the "Other Services"), and (ii) minute owners/purchasers / mini-site owners who register and (if so required) pay specifically for the Memory Room Service. As well as being able to browse the Memory Room Service, Users:
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- may post their notes and photos (if permission has been granted by the site owner / manager and those portrayed in the photos) to appear on the Memory Room Service;
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- will receive certain types of message sent in order for us to deliver the Memory Room Service optimally. These are outlined in the Privacy Policy;
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- may post to message boards that we make available on the Memory Room Service.
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Important: minute owners/purchasers / mini-site owners must ensure that the email address we hold for them is kept up-to-date and that they have full access to it - we will be sending them important messages there. If they change email address, then they must inform us of the new address through the contact details page.
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Note that we are not an internet service provider. In order to avail yourself of the Memory Room Service, you must have internet access and all the software (and skills) required for email and web usage.
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| 3. Important Note. |
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If you join the Memory Room Service as a minute owner/purchaser / mini-site owner and pay our site fee, you are agreeing to take the facilities that we make available to you promptly after that fee is paid. This means that you do not have the right to cancel your site facility during the cooling-off period that is provided for certain purchases under the Consumer Protection (Distance Selling) Regulations 2000. The site fee will be communicated to you when you sign up for your service
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| 4. Registration. |
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If you register for the Memory Room Service and are asked to provide information about yourself in the course of doing so, you must provide information about yourself that is not misleading. If you are asked for, and provide, details of a credit, debit or charge card, you must ensure that (a) you are fully entitled to use that card, and (b) it has available funds sufficient to cover the charges which are deducted from it. As part of the registration process for the Memory Room Service, you will receive a verification email, the purpose of which is to take reasonable steps to ensure that the email address you have nominated during registration is controlled by you. That email contains simple instructions which you must follow.
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| 5. Privacy policy. |
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Memory Room's / DCL's Privacy Policy forms part of this Agreement, and by agreeing to this Agreement, you also give your consent to the way we may handle your personal data as detailed in that policy. (Please see relevant link on our website.) Given the global nature of the World Wide Web, any posting on the Memory Room Service (including any that contain personal information) is, of course, accessible to internet users around the world if you make the site public. Where the site is marked by you as desired to be kept private, Memory Room / DCL will do our utmost to ensure that security is maintained, but cannot be held responsible for breaches of security.
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| 6. Our Role. |
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You as a User, whether you are a minute owner/purchaser / mini-site owner / visitor, acknowledge that we are not and cannot be responsible for the behaviour of www.MemoryRoom.com and associated sites' users. We only provide a venue where the Memory Room Service may be accessed. In particular, you should be aware that Memory Room does not generally pre-screen or monitor the material contributed by Users.
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| 7. Additional services. |
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Memory Room / DCL or its affiliates may offer new or additional services through the Memory Room Service from time to time. Your use of those services may be subject to additional terms and conditions, or rules of use, which you must comply with. Any failure by you to comply with a material provision of the terms or rules governing such additional services will amount to a breach of this Agreement and enable us to terminate this Agreement with you.
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| 8. Operation of Memory Room Services. |
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Memory Room / DCL reserve the right to withdraw or modify aspects of the Memory Room Service, where we have legal or commercial reasons to do so, but it is intended that the site shall continue to be run by us (MR / DCL) or other appointed body (corporate or charity). If we ever sold the company, we would ensure that this site would continue under its new ownership. We have also made arrangements that, if the site is under our ownership at the time of our death, it will continue under charitable ownership or control to raise funds for good causes. There may also be times when the Memory Room Service becomes inaccessible as a result of technical difficulties experienced by MR / DCL or on the Internet; we will, however, use reasonable skill and care to overcome these difficulties where they are within our control. Please note that there will be no refund of fees (nor will we have any other liability to you) for withdrawal, modification or unavailability of the Memory Room Service, except as provided in Clause 11(ii) below. For security or other reasons, we may require you to change password or other information that facilitates access to the Memory Room Service.
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| 9. Misuse of the Memory Room Service. |
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We reserve the right (a) to suspend or terminate any User's access to the Memory Room Service, or parts of it, and/or (b) to remove, or require the User to remove, material posted on the Memory Room Service, if the relevant User or material appears to us, or to a complainant, to be in breach of any provision of this Agreement. Any person whose access has been suspended or terminated must not re-register for, or re-access, the Memory Room Service without our prior consent. You are responsible for everything that is done on or through the Memory Room Service while your account is logged on to the Memory Room Service, or through your email address(es). In addition, we reserve the right to suspend or terminate any User's access to the Memory Room Service, or parts of it, if the relevant User is abusive, discriminatory or threatening, or harasses or communicates offensive messages or images to another User, whether or not through the Memory Room Service. For completeness, where we reserve a right in this Agreement, it does not mean we will be obliged to exercise it. Also, given the open-access nature of parts of the Memory Room Service, we cannot prevent determined people whose Usage has been suspended or terminated from re-accessing or re-registering as Users, in breach of their obligations under this Agreement.
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| 10. Relevance. |
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The Memory Room Service is intended to be used by its Users for the purposes referred to in Clause 2 above. Accordingly, Members must not:
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- include an email address, postal address, phone number, the address of any website, or any other information which is intended to facilitate direct communication, in material which is posted on the Memory Room Service
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- place material on, or otherwise use, the Memory Room Service for any business or commercial purpose; or
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- use your access to the Memory Room Service, or information gathered from it, for the sending of unsolicited bulk email (sometimes known as spam).
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| 11. Fees. |
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(i) You acknowledge that we are entitled to alter the amount or the basis of the calculation of our fees charged under this Agreement from time to time, provided that such amount or basis is clearly stated at the time when you agree to take the relevant Memory Room Service.
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(ii) Fees paid by minute owners/purchasers / mini-site owners will not be rebated or refunded by us. No rebate of any part of the site fee will be payable to minute owners/purchasers / mini-site owners under any circumstances, other than as provided in this Clause 11(ii) from time to time.
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(iii) We may offer new or ancillary services from time to time which require the payment of fees - either to us or a nominated third party - on terms which will be provided to you at the time. You are under no obligation to join any new or ancillary service.
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| 12. Prohibitions. |
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You are responsible for ensuring that no material you post, or which is posted through a machine on which you access the Memory Room Service, nor any activity or communication you make in connection with any Memory Room Service, will be capable of (a) infringing the intellectual property or other rights of any person or entity, (b) breaching any applicable law, whether criminal, tortious or otherwise, or (c) appearing to be offensive, threatening, abusive, discriminatory, obscene, pornographic, false, libellous, defamatory, unreliable or misleading. In registering for or using the Memory Room Service, you agree you will abide by any House Rules or Acceptable Use Policy that we make available on the Memory Room Service.
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| 13. Alerting us. |
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If you see anything on the Memory Room Service which appears to infringe this Agreement, then please contact us to inform us of it by using the "Report Abuse" or similar function, or by emailing us here. We do not generally monitor material contributed by Users before it is placed on the Memory Room Service, and so we are reliant upon Users to point out any that infringes this Agreement.
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| 14. Withdrawal of Material and Termination of Ownership. |
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Each User, whether minute owner/purchaser / mini-site owner / visitor, acknowledges that we are entitled to withdraw any material on the Memory Room Service that appears, whether based on information received from minute owners/purchasers / mini-site owners / visitors or others or our own determination, to be capable of breaching any part of this Agreement, or to bring the Memory Room Service into disrepute. However, each User acknowledges that we do not generally monitor material that appears on the Memory Room Service, and that we are reliant upon you and all Users to notify us of anything you see here which appears likely to breach this Agreement, using the notification techniques which are made available on the Memory Room Service.
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| 15. Disclaimer and Release. |
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Memory Room has no control over or responsibility for the truth or accuracy of any material available on the Memory Room Service, whether provided by minute owners/purchasers / mini-site owners / visitors or others.
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- If any third party sites are linked to from the Memory Room Service, this does not mean that we endorse or have any responsibility for the site in question or anything which appears on it.
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- You should exercise no lesser degree of caution in appraising what you see on the Memory Room Service than you do offline.
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- Even though minute owners/purchasers / mini-site owners / visitors are prohibited from doing so, people may provide information, or otherwise behave, in a way that is unreliable, misleading or even illegal.
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- Your use of the Memory Room Service is entirely at your own risk as is clicking on links to sites outside the Memory Room.
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- It is the responsibility of minute owners/purchasers / mini-site owners / visitors to keep their passwords and any other security details safe and MR / DCL accept no responsibility for any breaches of security caused by Users' or customers' own negligence.
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Accordingly, to the extent that the law permits, you release MR / DCL, its directors, contractors and employees from all liability (including in relation to disputes with other Users) arising out of your use of a third party site or arising out of or in connection with the Memory Room Service and the material included here by minute owners/purchasers / mini-site owners / visitors and other third parties.
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| 16. Intellectual Property. |
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You acknowledge that all copyright, trade marks, and other intellectual property rights in and relating to the Memory Room Service are owned by Memory Room. It is simple to copy material that appears on websites, but this does not mean that it is legal. Therefore, no-one may copy, distribute, show in public or create any derivative work from the Memory Room Service, or any of the material that is found on the Memory Room Service unless properly licensed to do so by us.
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By submitting any material to the content to the Memory Room Service, you:
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- are representing that you are fully entitled to do so;
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- grant us a non-exclusive, royalty-free, non-terminable licence to copy, modify, distribute, show in public and create derivative works from that material in any form, anywhere if you opt to make public material that you submit; and
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- authorise us to adapt the relevant material in the course of doing so, and so waive your moral rights to object to being identified as the author of the material in question where you opt to make public material that you submit.
Where you have marked material as private, we shall of course respect your rights and not reproduce said material.
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| 17. Excluded loss. |
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We will not be liable to you or any third party for any indirect or consequential loss or damage, or for any loss of data, profit, revenue or business, howsoever caused (whether arising out of any negligence or breach of this Agreement or otherwise). MR / DCL will also not be liable for any failure to perform of its obligations under this Agreement caused by matters beyond its reasonable control.
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| 18. Maximum liability. |
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Without limiting the preceding Clause, the aggregate liability of Memory Room under this Agreement (whether arising in negligence or otherwise) will not under any circumstances exceed an amount equal to (a) £2.50, or (if greater) (b) the sums paid by you to us by way of site fees (if you are minute owners/purchasers / mini-site owners)
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| 19. Non-excluded Liabilities. |
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Nothing in this Agreement limits MR's / DCL's liability for death or personal injury resulting from our negligence, or any other liability which may not by law be excluded. Any statutory rights you may have as a consumer remain unaffected.
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| 20. Indemnity. |
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You agree to indemnify us against all liabilities, claims and expenses that may arise from any breach of this Agreement by you or through a machine on which you access the Memory Room Service.
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| 21. Assignment. |
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We reserve the right to assign this Agreement, and to assign or subcontract any or all of our rights and obligations under this Agreement. You may not without the written consent of Memory Room / DCL assign or dispose of this Agreement.
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| 22. Entire Agreement. |
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This Agreement excludes our privacy policy. Together they contain the whole of the agreement between us and you concerning the Memory Room Service and they replace all earlier agreements and understandings with you, except for any fraud or fraudulent representation by either of us. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement.
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| 23. Changes to this Agreement. |
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MR / DCL reserve the right to change the Agreement with its minute owners/purchasers
/ mini-site owners from time to time, and post the new version on the Memory
Room Service. When we do so, we notify minute owners/purchasers / mini-site
owners on the main screen ( www.MemoryRoom.com )
of the fact that there are changed terms, and post the new Agreement there.
This Agreement, and any new version of it in the future, takes effect immediately. |
| 24. Severability. |
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In the event that any term of this Agreement is held to be invalid or unenforceable by judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable.
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| 25. Law. |
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This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
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| 26. Keeping this Agreement. |
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We don't separately file the individual Agreements entered into by minute owners/purchasers / mini-site owners when they register for the Memory Room Service. Please make a durable copy of this Agreement by printing and/or saving a downloaded copy on your own computer.
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| 27. Contact. |
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You can contact us by post at Dunedin Consultants Ltd., 72 New Bond Street, 1st Floor, Mayfair, London, W1S 1RR, England. NB. Please make sure you include your email address with all correspondence.
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House Rules - Memory Room
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We've established these Rules so that everyone can get the most out of our Memory Room service. These Rules are to protect us all by ensuring the site is safe and fun for everyone. Please read them.
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If you post or send offensive or inappropriate content anywhere on or to Memory Room mini sites or otherwise participate in any disruptive behaviour on Memory Room, and Memory Room / DCL considers such behaviour to be serious and/or repeated, Memory Room / DCL may use whatever information that is available to it about you to stop any further such infringements. This may include informing relevant third parties such as your email provider about the infringement/s. Memory Room reserves the right to delete any contribution, or take action against any account, at any time, for any reason.
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| Your postings on our site |
All contributions must be civil and tasteful.
No disruptive, offensive or abusive behaviour: contributions must be constructive and polite, not mean-spirited or contributed with the intention of causing trouble.
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No illegal or objectionable content: unlawful, harassing, defamatory, abusive, threatening, harmful, obscene, profane, sexually oriented, racially offensive or otherwise objectionable material is acceptable.
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No spamming or unrelated material.
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| No advertising |
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Contributions containing languages other than English may be removed unless allowed in the relevant local house rules.
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| No impersonation |
No inappropriate (e.g. vulgar, offensive etc) user names
Deliberate misuse of the complaints facility is not permitted. Any deliberate and persistent misuse of the complaints facility will result in your mini-site ownership being suspended.
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| Safety |
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We advise that you never reveal any personal information about yourself or anyone else (for example: telephone number, home address or email address), and please do not include postal addresses of any kind.
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| About the law |
You may not submit any defamatory or illegal material of any nature in Memory Room sites. This includes text, graphics, video, programs or audio.
Contributing material with the intention of committing or promoting an illegal act is strictly prohibited.
You agree to only post materials that are your own original work. You may not violate, plagiarise, or infringe on the rights of third parties including copyright, trademark, trade secret, privacy, personal, publicity, or proprietary rights.
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If you post or send offensive or inappropriate content anywhere on or to Memory Room sites or otherwise engage in any disruptive behaviour on the Memory Room Service, and MR / DCL considers such behaviour to be serious and/or repeated, MR / DCL may use whatever information that is available to it about you to stop any further such infringements. This may include informing relevant third parties such as your email provider about the infringement/s. MR / DCL reserves the right to delete any contribution, or take action against any account, at any time, for any reason at its absolute discretion.
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