Ziva Face Trainer Terms of Service

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Updated: June 6, 2022

These Ziva Face Trainer Terms of Service (these “Terms”) are a binding agreement between you and Unity Technologies Canada Company and its Affiliates (“Unity”) and govern your use or access to the Ziva Face Trainer Service (the “Service”).  By accessing, purchasing, or using the Service in any manner, you represent and affirm that you have read, understand and agree to be legally bound by and comply with these Terms.  If you do not agree with these Terms, you are not authorized to use the Service in any manner. Likewise, by accessing, purchasing, or using the Service, you agree that you have read and understand the privacy terms associated with the Service, as presented to you herein or otherwise made available on the Site. These Terms together with all additional and related terms as referenced herein are or published to the Site as incorporated by reference into these Terms, collectively, the “Agreement”

The term you as used in these Terms means either an individual utilizing any of the Service in his or her individual capacity or the company, organization or other entity (a “Legal Entity”) affiliated with an individual utilizing the Service on behalf of such Legal Entity. If you accept or agree to these Terms on behalf of a Legal Entity, you represent and warrant that you have the authority to bind that Legal Entity to these Terms and, in such event, “you” and “your” will refer and apply to that Legal Entity. 

We encourage you to review these Terms periodically for changes. Your continued use of the Service following modifications made to these Terms or any of the policies referenced in this Agreement constitutes your acceptance of those changes.

1. Use Rights.

1.1 Ziva Face Trainer Service. 

The Ziva Face Trainer Service is a cloud service that enables customers to upload static mesh models of character heads (human or otherwise) to the Service, and then download a fully rigged and animate-ready version of a character head.

Subject to your compliance with these Terms and ongoing payment of all applicable fees, Unity grants to you a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Service solely for your internal use to develop, share, and distribute the Created Materials solely as incorporated in Your Projects and subject to your obligation to not license Your Projects in a manner that is inconsistent with this Agreement, including particularly Unity’s rights in respect of its intellectual property. 

Your use of the Service and your further utilization of the Created Materials, in particular, may include, be bundled with and/or require your separate purchase of other Unity software or Service.  Access to any such software or Service is subject to separate terms and conditions as stated on our Sites (or as otherwise provided to you by Unity) and may require payment of additional fees. 

1.2 Reservation of Rights.

Except as otherwise set forth in this Section 1, Unity retains all right, title and interest in and to the Service and Unity reserves all rights not expressly granted to you in these Terms. Further, Unity reserves the right, at its sole discretion, to modify, discontinue or terminate the Service at any time.

1.3 Your Materials.

In using the Service, you grant Unity a limited, worldwide, non-exclusive, transferable, sublicensable, irrevocable right to use, store, reproduce, and transmit Your Materials for the sole purpose of providing the Service and producing the Created Materials.  When you provide information about Your Materials, you authorize Unity to use that information for the purpose of providing the Service, including (as applicable) for determination that files have been updated or that a new build should be initiated, or in connection with addressing support inquiries.

You will be administratively and financially responsible for obtaining any release, consent, license, or other right (collectively “Consents”) required for Unity to access, copy, modify, and compile the intellectual property, source code or other materials and tools provided by you, and Your Materials. Any costs associated with obtaining Consents are not included in the fees and are your sole responsibility. To the extent that any of Your Materials constitute or contain any Personal Data, you make those further assurances to Unity as described in the Privacy section below. Further, you represent and warrant that you own or have sufficient rights to Your Materials as necessary for your use of the Service as contemplated in this Agreement. 

1.4 Ziva Account Required.

In order to use the Service, you must register for a Ziva Account on our Site.  To create a Ziva Account, you will be required to provide certain information, and you will establish a username and a password. 

You agree to provide complete information during registration and keep such information up to date. Unity reserves the right to suspend or terminate your account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions. You will immediately notify Unity of any unauthorized use of your account.

You may cancel your Ziva Account at any time by reaching out to us at humans@zivadynamics.com (or by contacting your Unity account manager, as applicable). Canceling your Ziva Account does not relieve you of the obligation to pay any and all remaining amounts owing for your existing Ziva subscriptions and use of the cloud service; however, if you cancel your Ziva Account you may no longer be able to access the Created Materials from our Site. Unity has no obligation to retain Your Materials or Created Materials beyond the period we determine in our sole discretion (such period not to be unreasonably short or arbitrary). We encourage you to make regular backups of such materials in your own systems. 

2. Restrictions.

You agree that neither you nor any of your users  will directly or indirectly  encourage or engage in any of the following “Prohibited Activities”. You acknowledge that Unity reserves the right to immediately suspend or terminate your access to the Service the Prohibited Activities are undertaken or these Terms are otherwise violated.

2.1 using “web crawlers”, bots, or other types of software or hardware technology to download automatically materials from the Service other than via the Service’ publicly supported interfaces;  

2.2 accessing, searching, or attempting to use any part of the Service other than via the Service’ publicly supported interfaces;

2.3 attempting to probe, scan, or test the vulnerability of any part of the Service; 

2.4 abusing promotions or other activity to get more entitlements than deserved (e.g. more storage or other features/functionality);  

2.5 attempting to circumvent any user or storage limits or other license, timing, or use restrictions associated with the Service; 

2.6 breaching, or attempting to breach, any security or authentication measures; 

2.7 selling, reselling, renting, leasing to any part of the Service to third parties in contravention of this Agreement;

2.8 providing access to any part of the Service to third parties in contravention of this Agreement; 

2.9 attempting to modify, copy, or create a derivative work of any part of the Service; 

2.10. reverse engineering, disassembling, or decompiling any part of the Service or attempting to derive the source code of any part of the Service (except to the extent otherwise permitted by applicable law);

2.11 .using the Service to transmit or store personal or identifying data or information related to any individual or materials or content unrelated to Your Materials or the Created Materials; 

2.12. using the Service in any manner that would violate any law or any intellectual property or privacy/personality right of any person or party;

2.13. accessing the Service to develop or build a competitive product or service using similar ideas, features, functions, UI, or UX of the Service; 

2.14. creating Internet “links” to the Service or the Site that are not associated with, connected, or related to the Service or the Site; or 

2.15. using the Service in any way that results in a violation of these Terms or other contractual obligations applicable to you.

3. Privacy.

By accessing and using the Service, you expressly acknowledge Unity's Privacy Policy. To the extent that you provide us with Personal Data in connection with your use of the Service, you must accept the DPA associated with these Terms. 

You represent and warrant that you have complied with all Data Protection Laws with respect to any transfer of Person Data to us in connection with your use of the Service. Such compliance by you includes, but is not limited to, you providing proper notification of the transfer, communicating the possibility that a person’s data may be transmitted outside their country of origin, and obtaining any necessary consents for both collection and storage of biometric information of such person, including any geometric scans of that individual’s facial features. Further, where applicable, you give your written consent to Unity to collect, store, disclose and use any biometric information contained in Your Materials from which Created Materials will be provided as part of the Service.  Your obligations under this section are subject also to the Consents requirements as described in Section 1.3.  Please note that Unity may request copies of your consent records to confirm your compliance with this Section 3 and Section 1.3.  Failure to provide proper documentation may result in cancellation of your use of the Service.

4. Term and Termination

4.1 Term. 

These Terms will begin upon your affirmative acceptance of these Terms or your first use of the Service, whichever occurs first, and will continue until terminated by you or Unity in accordance with this Section 4. 

4.2 Termination. 

Without affecting any other right or remedy available to a party, either party may terminate these Terms with immediate effect upon giving written notice to the other party if: (i) the other party commits a material breach of these Terms which breach his irremediable or, in the event of a remediable breach, the other party has failed to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or (ii) the other party becomes the subject of a voluntary or involuntary proceeding concerning insolvency, receivership, liquidation, or composition for the benefit of creditors.

4.3 Effect of Termination. 

Upon termination of these Terms for any reason: (i) you shall pay to Unity all outstanding unpaid invoices, interest, and costs of collection and, with respect to the Service supplied but for which no invoice has been submitted, Unity may submit an invoice for Service actually provided, which shall be payable immediately on receipt; and (ii) Unity will be entitled to deduct any outstanding charges from your billing account.

5. Payment Terms. 

5.1 Fees; Payments. 

Fees for certain Service are set forth on the Site or are as otherwise quoted to you by Unity.  Unity may increase, modify or add new fees and charges for any of the Service from time to time by posting such changes to the Site.  You agree to pay all amounts due for the Service as set forth in your Order and in accordance with Unity's payment terms (including the applicable terms of any payment processor we may use). If any payment is not made on time, Unity may deactivate your access to the Service.  

All sales are final. There will be no refunds of Service fees charged to you, except as required by law or where applicable for any remaining prepaid, unused fees in the case that this Agreement is terminated. Further, Unity will not allow changes to your purchase after you complete it. Unity may suspend or disable your access to any Service (including Created Materials, as applicable) in the event you fail to make all payments when due. 

5.2 Taxes. 

Payments made under the Agreement shall be made without deduction or set-off for any withholding taxes, levies, imports, duties, charges and/or fees imposed by any governmental taxing authority except as required by law or otherwise notified to you at the time of your purchase of access to the Service. If you are compelled to make any such deduction, you will pay to Unity such additional amounts as are necessary to ensure Unity's receipt of the full amount that Unity would have received but for the deduction. You will be responsible for, and agree to promptly pay, all taxes or duties of any kind (including but not limited to sales, use and withholding taxes) associated with any purchase or your receipt or use of the Service, except for taxes based on Unity’s net income.  In the event that Unity is required to collect any tax for which you are responsible, you will pay such tax directly to Unity or its payment processor. Unity reserves the right to collect any applicable sales, use or value added tax.

5.3 Billing. 

If you purchase Service, you will be asked to provide customary billing information, such as your name, company name, billing address, credit card information, and VAT or GST number, either to Unity or its third party payment processor. VAT and GST numbers cannot be added or changed after the purchase is completed. When you provide billing information to Unity or its third party payment processor, you: (i) represent and warrant that you are the authorized user of the card, PIN, key or account associated with such billing information; (ii) agree to pay Unity for all purchases (including all applicable taxes) made via the Site or Service Panel; and (iii) thereby authorize Unity or its third party payment processor to charge your credit card or otherwise process your payment for any purchase, subscription or other fees incurred by you. If you are directed to Unity’s third party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s privacy policy. Please review such third party’s terms and conditions and privacy policy before using such Service.

6. Additional Terms

Unity will provide you with at least thirty (30) days’ notice of any material changes to these Terms.  Your continued use of the Service after the effective date of any such change means that you accept and agree to such changes. If you do not agree, you may discontinue use of the Service after the effective date.  

Unity will have the right in its sole discretion, upon prior notice to you, to suspend or disable your Ziva Account or terminate this Agreement and/or your right or ability to access or use the Service if you do not provide a valid payment method or your payment method does not work. 

You understand and acknowledge that your ability to access and use your Ziva Account, the Service, and Created Materials will cease once your Ziva Account is terminated or suspended, and at such time Unity may immediately delete the Created Materials and any of Your Materials stored by us.  Unity will not be liable to you or any third party in connection with any such termination or the deletion of the Created Materials or our deletion of any of Your Materials provided to us in connection with the Service. Furthermore, Unity will have no obligation to maintain any information stored in our databases related to your Ziva Account. Deletion of your Ziva Account will not delete your Unity Account or other Unity service accounts.    

7. Governing Law; Arbitration.

These Terms will be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to or application of conflict of laws rules or principles and regardless of your location. The United Nations Convention on Contracts for the International Sale of Goods will not apply.

Any dispute arising out of or in connection with the Terms, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration.The parties agree to arbitrate all disputes that must be arbitrated in the State of California, United States of America before the American Arbitration Association (“AAA”) and under the AAA’s Commercial Arbitration Rules.

Notwithstanding any other terms to the contrary, either party may bring an action in court (1) to enforce its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights), including without limitation to seek injunctive relief, or (2) in cases that do not involve intellectual property rights, to seek temporary, preliminary or other expedited or provisional injunctive relief (but not money damages). If you reside (or your principal place of business is) within the United States and the parties have an intellectual property rights dispute, you and Unity agree to submit to the personal and exclusive jurisdiction of and venue the state and federal courts located in the City and County of San Francisco, California. The parties agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

8. Feedback.

If you provide Unity with any ideas, proposals, suggestions, feedback or materials relating to the Service or otherwise relating to Unity’s business (“Feedback”), you agree that such Feedback will not constitute your Confidential Information, and hereby grant to Unity a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable license to reproduce, distribute, perform and display, create derivative works of, adapt, modify, and otherwise use and exploit such Feedback for any purpose. Note that if you have a limited release access to Ziva Face Trainer, your use of Ziva Face Trainer may be contingent on your provision of Feedback where designated by us.

9. Publicity; Use of Marks. 

Notwithstanding any terms to the contrary in these Terms, you consent to Unity’s use of your name and logo (“Your Marks”) on our websites and customer lists, identifying you as a customer of the Service and generally describing your use of the Service, including the nature of Created Materials made through your use of the Service.  You further agree that Unity may issue a press release identifying you as a customer of the Service and, where applicable, display certain of the Created Materials made for you in certain of our marketing materials. Any press release or use of Created Materials as contemplated in this Section will be subject to your prior review and approval (not to be unreasonably withheld). Subject to the terms and conditions of this Agreement, you grant to Unity a non-transferable, non-sublicensable, royalty-free license to use Your Marks and the Created Materials solely in connection with activities described in this Section during the Term of this Agreement. All use of Your Marks will correctly attribute your ownership and will be in accordance with applicable law and any of your then-current trademark usage guidelines that you disclose to us.  All uses of Your Marks hereunder will inure solely to your benefit and we will not contest or aid in contesting the validity or ownership of Your Marks or use any trademark, service mark, domain name, or trade name that is identical or confusingly similar to any one or more of Your Marks, except as permitted by these Terms.

10. Confidentiality. 

You or Unity (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”) in connection with these Terms. The Receiving Party will use the same degree of care as to the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and will (a) use the Confidential Information of the Disclosing Party only in connection with Service and as otherwise authorized under these Terms, and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to the Confidential Information of the Disclosing Party to those of its employees, consultants, contractors, service providers, professional advisors and other individuals who need such access for purposes related to Service and who are subject to confidentiality obligations with the Receiving Party that is no less stringent than those in these Terms. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so. The Receiving Party will give the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and take reasonable steps to limit such disclosure. Unity may also disclose your Confidential Information to comply with any governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving Unity, or at your request. If disclosure is made at your request, you may be responsible for the costs of compiling and providing access to your Confidential Information.

11. Indemnity.

To the maximum extent permitted by law, you agree to defend, indemnify, and hold Unity, its officers, directors, employees and agents, harmless from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your access to or use of any of the Service, (ii) Your Materials; or (iii) your violation of this Agreement  (including any applicable laws that must be abided by you hereunder).

12. Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE Service AND CREATED MATERIALS ARE PROVIDED AND MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS OF ANY KIND. UNITY EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) IN CONNECTION WITH THE Service AND THESE TERMS, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL (I) WARRANTIES OF MERCHANTABILITY; (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT UNITY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); (III) WARRANTIES AS TO ANY OPERATION BEING UNINTERRUPTED OR ERROR FREE; AND (IV) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.

13. Limitation of Liability.

Unity and its licensors’ total aggregate liability to you from all causes of action and under all theories of liability related to the Service will be limited to the greater of: (a) the amounts paid by you in the most recent three (3) months for use of the Service; or (b) one thousand U.S. Dollars  (US$1,000). In no event will Unity, its Licensors or any other party involved in creating, producing or delivering the Service be liable to you for any special, incidental, exemplary, punitive or consequential damages (including loss of data, business, profits, goodwill, service interruption, computer damage, system failure or ability to execute) or for the cost of procuring substitute products or Service arising out of or in connection with the agreement or the execution or performance of the Service, or from the use or inability to use the site, communities or website content, or from any communications, interactions or meetings with others as a result of your use of the Service, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not unity or its licensors have been advised of the possibility of such loss or damage. The foregoing limitations will survive and apply even if any limited remedy specified in the agreement is found to have failed of its essential purpose. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. FOR PURPOSES OF CLARITY, UNITY’S LIABILITY FOR INFORMATION THAT MAY BE PERSONAL DATA UNDER DATA PROTECTION LAWS SHALL BE LIMITED REGARDLESS OF WHETHER IT IS CONSIDERED CONFIDENTIAL. UNITY’S SOLE OBLIGATIONS WITH RESPECT TO SUCH PERSONAL DATA ARE AS STATED IN SECTION 3 AND IN THE DPA OR APPLICABLE DATA PROTECTION LAWS. UNITY’S AGGREGATE DIRECT DAMAGE LIABILITY TO YOU HEREUNDER, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED, SHALL NOT EXCEED ONE THOUSAND UNITED STATES DOLLARS (USD$1,000). 

14. Additional Definitions.

14.1. “Account” means an account enabling a person to access and use the Service including, as applicable, both administrator accounts and user accounts;

14.2. “Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

14.3. “Authorized User”  means, if you are a Legal Entity, your employees, and employees of your affiliated entities, or third-party contractors who are testing, developing and operating your Unity Software content on your behalf. Your number of Authorized Users are stipulated in the Order Form;

14.4. “Confidential Information” means information not generally known to the public that is (a) made available or disclosed by a Disclosing Party to a Receiving Party in writing, and (b) designated by the Disclosing Party in the writing as Confidential. Nonetheless, Confidential Information does not include (i) any information that (1) becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (2) was known to the Receiving Party before receipt from the Disclosing Party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party, (3) is received from a third party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party, or (4) was independently developed by the Receiving Party; (ii) any of Your Materials that you send to, or allow to be accessed by, a third party through the Service; or (iii) any Feedback. Unity Confidential Information in any event includes the non-public aspects of (y) any Service, Unity Materials and any elements of your Created Materials using, disclosing or based on use of the Unity Materials, and any related product plans, technology and other technical information (including the structure and organization, the underlying algorithms and other internals, the protocols, data structures and other externals, and the source code of any of the foregoing) and (z) business negotiations.

14.5. “Created Materials” means the data files, images, scenes and other content that are created through our use of the Service and that are based on Your Materials. Created Materials exclude Unity Materials;

14.6. “DPA” means the Ziva Face Trainer Service Data Processing Addendum (or a different URL Unity may provide from time to time), which may be modified from time to time without notice.; 

14.7. “Data Protection Laws” mean any data protection laws applicable to Processing of Personal Data, including, without limitation, the EU “General Data Protection Regulation” and all privacy and security laws, rules, and regulations of any applicable jurisdiction, including those in which your or Unity's products or Service are provided or rendered, or in which a party has offices. Data Protection Laws includes all other applicable laws as may be stated in the DPA;

14.8. “Documentation” means the instructions, requirements, guidelines and other documentation for the Service made available via the Sites or otherwise by Unity (as such instructions, requirements, guidelines and documentation may be modified and updated from time to time);

14.9. “Feedback” as used in these Terms means any suggestions or other feedback you provide to Unity or its affiliates regarding improvements to or additional features or functionality for the Service , including suggestions and feedback you post to the Site or other forums or properties owned or maintained by Unity;

14.10. “Order” means one or more designations by Unity that reference these Terms and identify the Service to be provided. An Order may be provided as an order form, service confirmation, online sign-up, subscription, product page, or billing flow, or may be reflected via an automatic renewal, addendum, statement of work, or similar document or communication from Unity;

14.11. “Personal Data” (also referred to as “personal information”) has the meaning set out in the Data Protection Laws;

14.12. “Service” means the Ziva Face Trainer Service as provided by Unity under these Terms and includes the user portal or interface, cloud delivery mechanism and any other additional or disparate technologies related thereto. In some cases the Service may include Unity owned or licensed systems, materials or technologies that are not fully public facing. To the extent you are granted access to such limited-access materials, systems or technologies, the “Service” will be deemed to inclusive of those things;

14.13. “Site” means, collectively, Unity’s website available at https://zivadynamics.com/, inclusive of our e-commerce store and Account portal available at https://store.zivadynamics.com/ and any related or linked websites owned or operated by us. Where relevant, Site may also be used to refer to the Unity website available at https://unity.com/ and its linked sites; 

14.14. “Third Party Materials” means any third party owned materials, data or content that you provide to us as incorporated into or separate from Your Materials. Any Third Party Materials provided to us and not incorporated in Your Materials will nonetheless be considered Your Materials for the purposes of this Agreement;

14.15. “Unity Materials” means any data, files, images, assets or other materials that we may make available to you in connection with your use of the Service that are not dependent upon Your Materials. Unity Materials may include character heads that use our mesh data which we animate and provide to you in conjunction with our provision of the Service, where applicable; 

14.16. “We”, “us” and “our” refer to Unity Technologies Canada Company and our affiliates; 

14.17. “You” and “your” means an individual or the Legal Entity exercising rights under these Terms including, where permitted, any entity that controls, is controlled by, or is under common control with such Legal Entity; 

14.18. “Your Materials” means any files, data, information or materials that you supply to us in connection with your use of the Service.  To the extent that Your Materials are inclusive of Personal Data, additional terms apply (see the DPA attached and other statements pertaining to privacy as listed on our Site).  Your Materials are inclusive of any Third Party Materials you provide to us; and 

14.19. “Your Projects” means any applications, user interfaces, Service, platforms and any other developed content or functionality which utilizes, incorporates, displays or otherwise makes use of all or any portion of Created Materials, whether or not ultimately commercialized or distributed by you.

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