Effective Date: April 1, 2024
Please read this Authorized User Agreement ("User Agreement") carefully before accessing and using Geo-Cx.
This User Agreement applies to the access and use of the software used to provide the Geo-Cx website and mobile applications (collectively, "Geo-Cx") available at www.Geo-Cx.com. Geo-Cx is provided by TEO Services, Inc. dba TEOPM ("TEOPM," "we," "us," or "our") to its customers who purchase access to Geo-Cx (“Customer”), and the individuals or entities that Customers provide access to Geo-Cx under their User Account (defined below) (“Authorized User” “you,” or “your”).
You may only access and use Geo-Cx as an Authorized User only under an active Customer account. The Customer granting you access to Geo-Cx has entered into a separate agreement with us for access and use of the Geo-Cx (“Customer Agreement”). Your use of Geo-Cx is limited to the rights granted to the Customer through the Customer Agreement, the terms of this User Agreement, and any other limitation established at the discretion of the Customer.
THIS USER AGREEMENT CONTAINS A MANDATORY AND BINDING INDIVIDUAL ARBITRATION CLAUSE, CLASS ACTION WAIVER, WAIVER OF RIGHT TO A JURY TRIAL, AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.
Acceptance
The use of Geo-Cx is conditioned upon your acceptance of this User Agreement and the Geo-Cx Privacy Policy, and by using Geo-Cx, you agree to be bound by this User Agreement and the Geo-Cx Privacy Policy. If you do not agree to the terms of this User Agreement or the Geo-Cx Privacy Policy, you are not permitted to access or use Geo-Cx.
Modifications to this User Agreement
We reserve the right to modify this User Agreement or any of the incorporated agreements and policies at any time by posting an updated version on our website. At our sole discretion, we may also provide you with an email notice of changes. You are responsible for regularly reviewing this User Agreement and maintaining an accurate and current email address on file so we may notify you of any changes. Continued use of Geo-Cx after the effective date of any change constitutes acceptance of the updated User Agreement. If any modification is unacceptable, you shall cease using Geo-Cx. If you have any questions about this User Agreement, contact us at support@geo-cx.com.
Eligibility to Use Geo-Cx
You may only access Geo-Cx in compliance with this User Agreement and all applicable local, state, national, and international laws, rules, and regulations. You must be 18 or older to access or use Geo-Cx. Any access or use of Geo-Cx by anyone under 18 is prohibited and violates this User Agreement. You may not create a User Account (defined below) or otherwise use Geo-Cx if you have been previously removed from Geo-Cx by us without our express written permission.
This User Agreement remains effective until the Customer’s access to Geo-Cx expires, terminates, or is otherwise reduced such that you no longer have access to Geo-Cx.
Your access to Geo-Cx may be terminated at any time by the Customer or us. Please contact the applicable Customer if you at any time or for any reason wish to terminate your User Account (defined below), including due to a disagreement with any updates to this User Agreement or any of the incorporated agreements or policies.
United States Only
TEOPM is located within the United States and does not intend to be subject to any non-US jurisdiction or law. You may only access and use Geo-Cx if you are located in the United States. Geo-Cx may not be appropriate or available for use in some US and/or non-US jurisdictions. Any use of Geo-Cx is at your own risk, and you must comply with all applicable laws and regulations in using Geo-Cx. We may limit Geo-Cx’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that it chooses, in our sole and absolute discretion.
1. Geo-Cx Services
Geo-Cx is a cloud-based software-as-a-service (SaaS) platform that allows commercial and civil construction companies to estimate and track man-hours, location, safety incidents, and document management for employees and sub-contractors working on the construction projects that you enter into Geo-Cx. You may access and interact with Geo-Cx through our mobile application available on iOS and Android devices (“Mobile Application”).
2. Geolocation Data
Geo-Cx contains certain features or services as part of the Geo-Cx service that rely upon device-based location information, which uses GPS (where available) and/or cell tower locations that record information describing the precise real-time geographic location of an individual or device with reasonable specificity (collectively, “Geolocation Data”). To provide such features or services (where available), we and our service providers must collect, use, transmit, process, and maintain Golocation Data, including, without limitation, your device’s location when accessing and using Geo-Cx. We agree that such collection and use of Geolocation Data will comply with the requirements set forth in this User Agreement, the Geo-Cx Privacy Policy, and any applicable laws, rules, or regulations. Customer is responsible for ensuring that you are notified of any Customer policies related to their access and use of Geolocation Data obtained through Geo-Cx, and is solely responsible for the use of Geolocation Data in compliance with any applicable privacy or related laws, rules, or regulations.
You may opt out of the collection and use of Geolocation Data obtained through the Geo-Cx Mobile Application at any time by going to your device’s location-sharing settings and disabling the Mobile Application’s access to such information. By doing so, however, you acknowledge and agree that certain features of Geo-Cx may not be available to you and/or to the applicable Customer who provided you with access to Geo-Cx. TEOPOM is not responsible or liable in any way for your decision to share, or not share, Geolocation Data, or for the applicable Customer’s access and use of any Geolocation Data provided through Geo-Cx.
3. Incident Reporting
Geo-Cx offers certain features designed to help Customer and Authorized Users adhere to regulatory guidelines and standards, such as logging incident report information intended to assist with completing OSHA and other governmental reports. We do not, however, guarantee compliance with any rules promulgated or required by OSHA, or any laws or regulations related to employee workplace safety, overtime, minimum wage, employee privacy, or any other laws applicable to the services you provide for the Customer. We cannot and will not guarantee that Geo-Cx will meet your or the Customer’s specific needs or that Geo-Cx is or will continue to comply with applicable regulatory guidelines, requirements, or laws. You acknowledge and agree that the Customer retains full responsibility for adherence to regulatory guidelines and standards applicable to Customer and its use of Geo-Cx and for determining whether Geo-Cx, or the functions performed by Geo-Cx, meet Customer’s needs and obligations.
Geo-Cx allows you to provide certain information related to health and safety incidents, but Geo-Cx is not intended to comply with HIPAA or other regulations applicable to sharing Protected Health Information (as defined under HIPAA). You are advised to only submit to or share through Geo-Cx the minimum necessary information requested by the applicable Customer, and you acknowledge and agree that we do not control the type of information requested by the Customer or inputted into Geo-Cx by the Customer. If you believe that the Customer is storing Protected Health Information or other Sensitive Information (defined below) about you without your permission or other than as required by applicable law, you are advised to contact the Customer directly.
4. Access to Geo-Cx
We hereby grant you a non-exclusive, non-transferable, non-assignable, and revocable right to access and use Geo-Cx subject to the applicable Customer's internal business purposes only and solely in accordance with the terms and conditions contained in this User Agreement and at the complete discretion of the applicable Customer.
If you access Geo-Cx through the Mobile Application, we grant you a non-exclusive, non-assignable, non-transferable, and revocable license to download a single copy of the Mobile Application to access and use Geo-Cx subject to the terms and conditions of this User Agreement.
5. Changes to Geo-Cx
We reserve the right to amend, modify, discontinue, or suspend any part of Geo-Cx as we deem necessary or useful to maintain or enhance the quality or delivery of Geo-Cx, to comply with applicable laws, or for any other reason not described in this User Agreement. If we make any material changes to Geo-Cx, we will notify you by email or through the Mobile Application.
6. Maintenance
Geo-Cx is maintained and receives periodic updates and upgrades through releases. Geo-Cx may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance. We will use our best efforts to schedule releases such that any impact on the availability and performance of Geo-Cx is kept to a minimum but make no guarantee that Geo-Cx will be available at all times. We will use reasonable efforts to provide advance notification of any scheduled disruptions to Geo-Cx.
7. Support Services
You will have access to written instructions, notes, user guides, and other information and content that we make generally available via the Mobile Application or the Geo-Cx website (“Documentation”). You are encouraged to first utilize the provided Documentation prior to making a support request. All Documentation provided is for informational purposes only, and we do not represent or warrant that the Documentation will be complete, accurate, or error-free. Any use of the Documentation is at your sole risk and discretion, and all actions or decisions related to your use of the Documentation are your’s alone. We are not responsible for your reliance on any Documentation.
You may submit support requests by email at support@geo-cx.com. We will make reasonable efforts to respond to all support requests within twenty-four (24) hours, except for weekends and federal holidays. We do not promise that support requests will be resolved within any particular time frame or that we will satisfactorily answer or resolve all requests.
8. User Account
You must create an account before accessing and using Geo-Cx (“User Account”). You will receive an invitation link by email to set up a username and password to create a User Account (“Credentials”). You may only create a User Account after being invited to create a User Account by a Customer or its authorized administrator. When creating your credentials, you may not use the name of another person or a name subject to any rights of another person or entity without appropriate authorization or any name that is offensive, vulgar, or obscene. You agree to maintain adequate security protocols for the protection of your Credentials. You agree to: (i) notify us immediately of any unauthorized use of your Credentials; (ii) report to us immediately and use reasonable efforts to stop any unauthorized use of Geo-Cx that is known or suspected by you; and (iii) not provide false identity information to gain access to Geo-Cx.
9. Use of Geo-Cx
You acknowledge and agree that your access and use of Geo-Cx is provided pursuant to the rights and roles granted to you by the applicable Geo-Cx Customer. We are not responsible for granting you access to Geo-Cx or for managing your roles, assignments, responsibilities, or other interactions with Geo-Cx. Any questions related to your access to Geo-Cx or responsibilities while using Geo-Cx, such as “clocking” in and out on jobs, use of Geolocation Data, providing incident reports and related information, or any other requests not pertaining to the technology used to provide Geo-Cx should be directed to the applicable Customer from whom you access Geo-Cx.
10. User Data
Geo-Cx permits you to add text, images, data files, media files, and other information posted, added, created, uploaded, shared, stored, accessed, distributed, submitted, linked to, or otherwise made available to Geo-Cx (collectively, "User Data"). You are responsible for all User Data and for the accuracy, quality, integrity, and legality of the User Data you upload or otherwise make available to Geo-Cx. You acknowledge and agree that as between you, us, and the Customer, the applicable Customer will own all rights, title, and interest in and to the User Data you provide through Geo-Cx.
Geo-Cx is not intended to comply with the Health Insurance Portability and Accountability Act (HIPPA) and may not be adequate to protect medical, patient, or other Protected Health Information (defined under HIPAA) regulated by HIPAA or any similar federal or state laws, rules, or regulations, or any other information subject to regulation or protection under specific laws that impose specific data security or protection obligations (collectively, “Sensitive Information”). You acknowledge and agree that transmitting, processing, or otherwise making Sensitive Information available to Geo-Cx is at your own risk. We do not and cannot control what the applicable WE HAVE NO OBLIGATION TO YOU OR THE APPLICABLE CUSTOMER WITH REGARD TO SENSITIVE INFORMATION.
ALL USER DATA THAT YOU PROVIDE TO GEO-CX IS ACCESSIBLE TO THE APPLICABLE CUSTOMER UNDER WHOSE ACCOUNT YOU ACCESS GEO-CX. WE ARE NOT AND CANNOT BE LIABLE FOR THE USE OR MISUSE OF ANY USER DATA THAT YOU PROVIDE TO OR CREATE THROUGH YOUR USE OF GEO-CX.
11. Data Protection
We will maintain appropriate technical and organizational security measures for processing User Data designed to prevent accidental or unlawful destruction, loss, alteration, disclosure, or access to User Data. These security measures address physical access, personnel permissions, system access, data access, transmission, data backup, data segregation, security oversight, enforcement, and other security controls and measures. All our employees and service providers that process User Data are subject to written agreements or are otherwise bound by confidentiality and data security obligations. We perform regular backups of User Data, including cross-region backups, but the applicable Customer is ultimately responsible for safeguarding, backing up, and restoring User Data. We are not responsible for the unauthorized disclosure of User Data resulting from your, the Customer's, or any Authorized User's negligence or any reason outside our control.
12. Prohibited Conduct
Without limitation, in using Geo-Cx, you agree to not:
13. Suspension or Termination
We may, without prior notice, suspend or terminate your access to or use of Geo-Cx at any time in our discretion if such use violates this User Agreement or any applicable law or if we otherwise reasonably believe that your use of Geo-Cx could damage Geo-Cx or could violate the rights of other users. Our right to suspend or terminate your right to access and use Geo-Cx does not limit our right to seek any other remedy available through this User Agreement or at law. You may terminate this User Agreement at any time by deleting all copies of the Mobile Application in your possession and ceasing all use of Geo-Cx.
14. Effect of Termination
Upon termination of your right to access and use Geo-Cx for any reason, all of your rights to access and use Geo-Cx will cease, and you shall discontinue all use of Geo-Cx. Termination of your right to access Geo-Cx will result in the inability to access User Data. You acknowledge and agree that the applicable Customer, their Administrators, and certain Authorized Users, if applicable, will continue to have access to your User Data after your right to use Geo-Cx has been terminated.
15. Preservation of User Data
We reserve the right, but not the obligation, to maintain User Data after the cancelation of Customer’s Geo-Cx account. You acknowledge and agree that we may preserve and disclose User Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal processes; (ii) enforce this User Agreement; (iii) respond to claims that User Data violates the rights of any third party; or (iv) protect our rights or property, or to protect the personal safety of other users or the public.
16. Proprietary Rights
Geo-Cx is licensed and not sold to the applicable Customer and is made available on a limited-access basis. We reserve all rights, title, and interest, including all Intellectual Property Rights (defined below), in and to Geo-Cx, all related Documentation, and our copyrights, trademarks, and service marks (collectively, “TEOPM IP”). You acknowledge and agree that we are the exclusive owner of all TEOPM IP and that this User Agreement does not grant you any title or right of ownership in or to TEOPM IP or any component thereof or to any associated materials, enhancements, modifications, or improvements, or to any suggestions, recommendations, ideas, or feedback related to TEOPM IP. You shall not take or cause any action inconsistent with or which would impair our or our licensors’ rights in TEOPM IP.
“Intellectual Property Rights” means all of the following in any and all jurisdictions throughout the world (whether registered or unregistered): (i) patents and patent applications (including continuations, continuations-in-part, divisional, reexaminations, reissues, and extensions thereof); (ii) copyrights; (iii) trademarks, trade dress, service marks and other similar designations of source of origin, together with the goodwill symbolized by or associated with the foregoing; (iv) trade secrets; and (v) all other proprietary or intellectual property rights under any law or international convention throughout the world, including all registrations of, and applications for, any of the items described in clauses (i)-(iv) (inclusive).
17. Third-Party Services
Geo-Cx may use, incorporate, or integrate with software, applications, or services not owned or operated by us (“Third-Party Services”). All Third-Party Services are provided "as-is," and we do not warrant any Third-Party Services, regardless of whether they are required to use Geo-Cx or deemed by us as "certified," "approved," or "recommended." Any procurement or use by you or the applicable Customer of Third-Party Services is solely between you or the Customer and the applicable Third-Party Services provider. You or the Customer are solely responsible for compliance with all Third-Party Services providers’ contracts, policies, payment terms, and any other agreements. We are not liable for any indirect, special, incidental, punitive, or consequential damages, including, without limitation, loss of data, business interruption, or loss of profits arising out of the use of or the inability to use Third-Party Services.
18. User Privacy
The Geo-Cx Privacy Policy sets out the categories of Personal Information (defined in the Privacy Policy) and other information we collect and how we may use and disclose it. By accepting this User Agreement, you expressly consent to our collection and use of Personal Information as described in the Geo-Cx Privacy Policy.
19. Disclaimer of Warranties
GEO-CX IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, ORAL, OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE, IN FACT, AWARE OF ANY SUCH PURPOSE). WE FURTHER DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF TITLE AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, TRADE USAGE, AND TRADE PRACTICE. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT: (I) THE FUNCTIONS PERFORMED BY GEO-CX WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, OR BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES; (II) THE INFORMATION OR DOCUMENTATION PROVIDED THROUGH GEO-CX IS ACCURATE, CURRENT, OR COMPLETE; (III) GEO-CX IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT USER DATA WILL REMAIN PRIVATE OR SECURE; (IV) THE OPERATION OF GEO-CX WILL BE UNINTERRUPTED OR ERROR-FREE; OR (V) ALL DEFECTS IN GEO-CX WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR EMPLOYEES OR AGENTS SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF OUR OBLIGATIONS UNDER THIS USER AGREEMENT.
20. User Indemnification
You agree to indemnify and hold us and our affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors, and assigns harmless from and against any third-party claims, regulatory actions, losses, damages, or other liabilities that arise out of, result from, or related to: (i) any dispute between you and a Customer; (ii) any dispute related to the use or misuse of User Data by any party who gains access to the User Data through your act or omission; (iii) your breach of any covenant, representation, or warranty set forth in this User Agreement; (iv) any infringing or illegal, or allegedly infringing or illegal material transmitted to or from Geo-Cx by you; (v) any data breach or unauthorized release of User Data resulting from your negligence; (vi) your violation of this User Agreement; or (vii) your violation of any applicable law, rule, or regulation.
21. Limitation of Liability
WE SHALL NOT BE LIABLE TO YOU UNDER, IN CONNECTION WITH, OR RELATED TO THIS USER AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING CONTRACT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE FOR ANY: (I) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOSS OF BUSINESS); (II) INCREASED COSTS, DIMINUTION IN VALUE, LOST BUSINESS PRODUCTION, REVENUES, OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; OR (IV) COST OF REPLACEMENT GOODS OR SERVICES. THIS LIMITATION OF LIABILITY WILL APPLY WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR WHETHER SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
22. Aggregate Liability
Our total liability to you arising out of, in connection with, or relating to this User Agreement will not exceed, in the aggregate for all such liabilities, the total amount of Subscription Fees paid by the applicable Customer to us during the twelve (12) month period immediately preceding the date of the most recent act or omission giving rise to our liability, if any. You release us from all obligations, liabilities, claims, or demands in excess of the limitation. All claims arising out of this User Agreement must be brought within twelve (12) months after Customer becomes aware of such claim.
23. General Provisions
Entire Agreement. This User Agreement and all referenced and incorporated agreements and documents comprise the entire agreement between the parties relating to your use and our provision of Geo-Cx and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.
Amendments. This User Agreement may not be modified except in writing signed by you and us; no other act, document, usage, or custom may amend or modify this User Agreement.
Rights Cumulative. No right or remedy conferred upon or reserved to either party is intended to be exclusive of any other right or remedy (unless such intent is expressly set forth in such provision). Every right and remedy shall be cumulative and in addition to any other right or remedy now or hereafter legally existing upon any default.
Waiver. No term or provision of this User Agreement or any referenced and incorporated agreement or document shall be waived, and no breach excused unless such waiver is in writing and signed by the party that has given such waiver.
Severability. If any provision of this User Agreement or any referenced and incorporated agreement or document is held invalid or unenforceable by any court of competent jurisdiction, the parties shall mutually agree on an alternate, legally valid, and enforceable provision. The remainder of this User Agreement shall continue in full force and effect to the extent that continued operation under this User Agreement without the invalid or unenforceable provision is consistent with the parties’ intent.
Assignment. You may not assign or transfer your rights or obligations under this User Agreement without our prior written consent. No consent is required for an assignment made pursuant to a merger, consolidation, or the acquisition of all or substantially all of our business or assets. This User Agreement binds and inures to the benefit of the parties and their successors and assigns.
Independent Contractors. You and we are independent contractors, and nothing in this User Agreement creates a partnership between or joint venture of the parties, nor shall either party be deemed the agent of the other party or have the right to bind the other party in any way without the prior written consent of such party.
Injunctive Relief. The parties acknowledge that a breach of the Section of this User Agreement entitled ‘Proprietary Rights’ could cause irreparable injury that may not be adequately compensated in monetary damages. The non-breaching party is entitled to equitable relief, including preliminary and permanent injunctions.
Arbitration. For any dispute with us, you agree first to contact us at support@geo-cx.com and attempt to resolve the dispute informally. If we are unable to resolve the dispute informally, each party agrees that any controversy or claim arising out of or relating to this User Agreement (except for actions seeking injunctive relief) shall be settled by binding arbitration in accordance with the American Arbitration Association ("AAA"). The arbitration shall be conducted by a single arbitrator selected by the parties no later than ten (10) days after delivery of the demand for arbitration or, failing such agreement, appointed pursuant to the Commercial Rules of the AAA. The arbitration shall be conducted in Phoenix, Arizona, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This arbitration provision is governed by the Federal Arbitration Act.
Governing Law. The laws of the United States and the State of Arizona shall govern this User Agreement without regard to principles of conflict of laws. Any dispute between the parties excluded from the arbitration provision or that cannot be heard in small claims court shall be resolved in the United States District Court for the District of Arizona, and you submit to the personal jurisdiction of that court. If neither subject matter nor diversity jurisdiction exists in the United States District Court for the District of Arizona, then the exclusive forum and venue for any action shall be the courts of the State of Arizona, located in Maricopa County, and you submit to the personal and exclusive jurisdiction of those courts. The provisions of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Acts will not apply to this User Agreement.
Notices. All notices given to a party under this User Agreement shall be in writing (including electronic), deemed given when received, and sent to the email or physical address specified in your User Account. You are responsible for ensuring that the email and/or physical address stored on your User Account is accurate and current and agree that any notice sent to such email or physical address is proper and binding notice. You may provide notice to us by email or request a physical address for delivery of notice by emailing us at support@geo-cx.com.
Technology Export. You shall not export Geo-Cx or otherwise access it from a country other than the country where it was delivered except in compliance with all applicable laws and regulations. You shall not permit any third party to access or use Geo-Cx in a country subject to a United States embargo or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, or the U.S. Department of Commerce Denied Person’s List or Entity List.
Force Majeure. Neither party shall be liable for any failure or delay in its performance under this User Agreement or any addenda due to circumstances beyond its reasonable control (other than the payment of sums due), provided that it notifies the other party as soon as practicable and uses its best efforts to resume performance.
Survival. Any provision of this User Agreement that contemplates performance after the expiration or earlier termination of this User Agreement or which expressly states that it survives termination of this User Agreement shall survive expiration or termination and continue in full force and effect until satisfied.Block quote
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