Terms of Token Sale

Last Updated: 23 of April 2018

Please read carefully these Terms of Token Sale (hereinafter – the “Terms”) before purchasing TOSS tokens, as they affect your obligations and legal rights, including, but not limited to, waivers of rights and limitation of liability. If you do not agree with these Terms, you shall not purchase TOSS tokens. By purchasing TOSS tokens during Token Sale Period from TossPro, You2win Ltd company, incorporated as Private Limited Company in England and Wales under the laws of England and Wales, (hereinafter – the “Seller”), you (hereinafter – the “Buyer”) will be bound by these Terms, and thus your purchase of TOSS tokens is subject to these Terms.

Each of the Buyer and the Seller is a “Party,” and together the “Parties”.

RECITALS

WHEREAS, a decentralized public system will be developed for gambling and betting industry named Proof of Toss which shall consist of (1) a scalable and efficient decentralized marketplace for betting based on automated value distribution expressed in a system of Ethereum contracts that is used to Bet, Judge, create Deposits and Collateral, receive Prizes, Rewards and Jackpot, and (2) Multikey Wallet, i.e., multisignature wallets, based on a 2-of-2 Multikey address wallet’s encryption approach, where every owner of a token has direct ownership protected through a private key in his digital safe on the blockchain;

and

WHEREAS, the Seller will distribute digital utility tokens called TOSS (hereinafter – the “TOSS tokens”) which will be used for access to Proof of Toss system and to power Proof of Toss reward system; and

WHEREAS, the Seller holds token sale campaign (hereinafter – the “Token Sale”) from 24 of April 2018 to 24 of June 2018 (hereinafter – the “Token Sale Period”, the “Sale Period”) to promote Proof of Toss by distributing tokens with special token sale period offer, including but not limited to discounts. The Token Sale will also end once all the tokens as set forth herein are distributed; and

WHEREAS, the Buyer is willing to purchase the TOSS tokens pursuant to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing, the Parties, intending to be legally bound, hereby agree to the following:

  1. Use of TOSS Tokens. The Buyer understands and accepts that the TOSS tokens may be used for Proof of Toss system access and to power Proof of Toss reward system only. He/she understands and accepts that ownership of the TOSS tokens in no way grants any rights, express or implied, other than the right to use the TOSS tokens for Proof of Toss system access and for a Proof of Toss reward system. The Buyer expressly agrees that the TOSS tokens are not securities, are not registered with any government entity as the securities, shall not be considered as such, are not intended to be a digital currency, commodity or any other kind of financial instrument, do not represent any share, stake or security or equivalent rights, including, but not limited to, any right to receive future revenue shares and intellectual property rights, and do not represent any ownership right. The Seller has prepared Whitepaper to describe matters related to decentralized public system for gambling and betting industry named Proof of Toss, included, but not limited to, any technological aspects and software matters.
  2. Scope of Terms. The Buyer hereunder commits to purchase the TOSS tokens and the Seller hereby expressly agrees to sell to the Buyer TOSS tokens. In order to do so the Buyer will transfer payment as set forth herein and the Seller will allocate an amount of TOSS tokens which is equivalent to the payment to the ETH-address of the Buyer once the TOSS tokens sale period ends. Unless otherwise stated herein, these Terms of Token Sale govern only purchase of TOSS tokens by the Buyer from the Seller during the Token Sale Period. The use of TOSS tokens and relations between the Parties may be governed by any other applicable terms and policies.
  3. Acceptance, Purchase Price and Payment. By buying TOSS tokens hereunder, the Buyer expressly accepts all terms and conditions described herein and agree to be bound thereby and comply therewith. For 0,0001 ETH (one ten-thousandth Ethereum token) the Buyer will be able to buy following amount of TOSS tokens depending on the date: (1) 1.15 TOSS tokens during the Sale Period on 24 of April, (2) 1.10 TOSS tokens during the Sale Period from 25 of April until 26 of April 2018, (3) 1,05 TOSS tokens during the Sale Period from 27 of April until 30 of April 2018, (4) 1.00 TOSS tokens during the Sale Period from 1 of May, (5) 1,30 TOSS tokens for purchases of large quantities of TOSS tokens starting with 71 ETH (seventy one Etherium tokens) worth and more. In order to purchase TOSS tokens the Buyer shall send cryptocurrency, i.e., ETH, BTC, etc., in the amount which is equivalent to the amount of the TOSS tokens the Buyer is willing to receive for such payment to the unique address of the Seller provided by the Seller to the Buyer.
  4. Other Conditions of TOSS Tokens Purchase. The Seller will issue TOSS tokens once Token Sale ends. During the Sale Period, the Seller is willing to sell 70% of total amount of the TOSS tokens, which will be distributed by the Seller, and thus to receive up to 71 500 ETH (seventy one thousand Etherium tokens) in return for sold tokens. The token distribution will be carried out using specially deployed the token sale smart contract. The Seller will provide details of the token sale smart contract to the Buyer. The Buyer may be required to manually set his/her wallet to watch the token sale smart contract to receive TOSS tokens after their distribution by the Seller which shall be made after the Seller’s Token Sale ends. The Buyer may purchase TOSS tokens via any Ethereum client and/or Bitcoin client. BUT USE OF ANY ONLINE EXCHANGE SERVICES (E.G., KRAKEN, COINBASE, POLONIEX AND ANY OTHER.), AS WELL AS USE OF JAXX AND MULTI_SIGNATURE WALLETS WILL LEAD TO THE LOST OF ALL ETH and/or BTC PAID HEREUNDER. The TOSS tokens purchased during the Token Sale have restricted usage for 2 (two) calendar months after the end of the Token Sale and can be used only within the Toss Platform. The TOSS tokens purchased during the Token Sale for sum of 71 ETH (seventy one Ethereum) or more have restricted usage for 5 (five) calendar months after the end of the Token Sale and can be used only within the Toss Platform. After 2 (two) or 5 (five) calendar moths of restricted usage, the TOSS tokens may be used without restrictions, including to be sold and transferred by the User on secondary markets, including but not limited to peer-to-peer or via cryptocurrency exchanges, if the TOSS tokens are listed on any (WHETHER TO LIST TOSS TOKENS ON CRYPTOCURRENCY EXCHANGES OR NOT IS SOLELY AT THE DISCRETION OF CRYPTOCURRENCY EXCHANGES).

TO THE EXTENT ALLOWABLE PURSUANT TO APPLICABLE LAW OF REGULATION, THE PURCHASE OF THE TOSS TOKENS BY THE BUYER FROM THE SELLER IS FINAL, AND THUS THERE ARE NO REFUNDS AND/OR CANCELLATIONS.

  1. Purchase Limitations. UNITED STATES CITIZENS AND RESIDENTS ARE NOT ELIGIBLE TO PARTICIPATE IN THE TOKEN SALE. THE SAME PERTAINS FOR RESIDENTS OF THE REPUBLIC OF SINGAPORE, CANADA AND HONG KONG. THE BUYER IS ONLY ALLOWED TO PURCHASE TOSS TOKENS IF AND BY BUYING TOSS TOKENS HE/SHE COVENANTS, REPRESENTS, AND WARRANTS THAT HE/SHE IS NEITHER A U.S. CITIZEN OR PERMANENT RESIDENT OF THE UNITED STATES OR SINGAPORE, OR CANADA, OR HONG KONG, NOR DOES HE/SHE HAS A PRIMARY RESIDENCE OR DOMICILE IN SINGAPORE, OR CANADA, OR HONG KONG, OR THE UNITED STATES, INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, AND ANY OTHER POSSESSIONS OF THE UNITED STATES. IN ORDER TO BUY TOSS TOKENS AND BY BUYING TOSS TOKENS, THE BUYER COVENANTS, REPRESENTS, AND WARRANTS THAT NONE OF THE OWNERS OF THE COMPANY, OF WHICH YOU ARE AN AUTHORIZED OFFICER, ARE U.S. CITIZEN OR SINGAPORE, OR CANADA, OR HONG KONG CITIZEN OR PERMANENT RESIDENT OF THE UNITED STATES OR SINGAPORE OR CANADA, OR HONG KONG, NOR DOES HE/SHE HAVE A PRIMARY RESIDENCE OR DOMICILE IN SINGAPORE OR CANADA, OR HONG KONG, OR THE UNITED STATES, INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, AND ANY OTHER POSSESSIONS OF THE UNITED STATES. THE SELLER SHALL RESERVE THE RIGHT TO REFUSE SELLING TOSS TOKENS TO ANYONE WHO DOES NOT MEET CRITERIA NECESSARY FOR THEIR BUYING, AS SET OUT HEREUNDER AND BY THE APPLICABLE LAW. IN PARTICULAR, THE SELLER MAY REFUSE SELLING TOSS TOKENS TO SINGAPORE OR CANADA, OR HONG KONG, OR U.S. CITIZENS, PERMANENT RESIDENTS OF SINGAPORE OR CANADA, OR CHINA, OR HONG KONG, OR THE UNITED STATES AND THOSE USERS WHO DO NOT MEET ANY OTHER CRITERIA SPECIFIED HEREIN. IT IS ALSO FORBIDDEN TO PURCHASE TOSS TOKENS USING FUNDS CAME FROM ILLEGAL OR UNETHICAL SOURCES. AND BY BUYING TOSS TOKENS HEREUNDER, THE BUYER REPRESENTS AND WARRANTS THAT HIS/HER FUNDS IN NO WAY CAME FROM ILLEGAL OR UNETHICAL SOURCES, THAT THE BUYER IS NOT USING ANY PROCEEDS OF CRIMINAL OR ILLEGAL ACTIVITY, AND THAT NO TRANSACTION INVOLVING TOSS TOKENS ARE BEING USED TO FACILITATE ANY CRIMINAL OR ILLEGAL ACTIVITY.
  2. Representations and Warranties. By buying TOSS tokens, the Buyer represents and warrants that:

(a)       he/she has read and understand these Terms, Terms and Conditions, Privacy Policy and the Whitepaper (all documents available at www.toss.pro);

(b)       he/she is of an age of majority to enter into these Terms, meet all other eligibility and residency requirements, and are fully able and legally competent to enter the terms, conditions, obligations, affirmations, representations and warranties set forth herein and to abide by and comply herewith;

(c)       he/she will be solely responsible for any applicable taxes imposed on the TOSS tokens purchased hereunder and will comply with any applicable tax obligations in your jurisdiction arising from your purchase of TOSS tokens;

(d)       he/she acknowledge and agree that there are risks associated with purchasing tokens, owing tokens, and using tokens for the provision and receipt of services in the Toss Platform;

(e)       he/she has in-depth knowledge and deep understanding of technical and business matters (including those that relate to the Services and Toss Platform), of the crypto market, Blockchain-based systems and cryptocurrencies, as well as obtained sufficient information about the Buyer and TOSS tokens to enter these Terms, and thus to purchase TOSS tokens and to appreciate the risks and implications of purchasing TOSS tokens;

(f)        he/she understands the restrictions and risks associated with the creation of TOSS tokens as set forth herein, and acknowledge and assume all such risks;

(g)       he/she is aware of and knows how to manage all the merits, risks and any restrictions associated with crypto market, Blockchain-based systems and cryptocurrencies;

(h)       he/she understands that crypto market is highly speculative and volatile in nature and that these Terms is in no way an investment advice or an offer to invest, as well as he/she is not purchasing TOSS tokens for speculative investment;

(i)        he/she has obtained sufficient information about the TOSS tokens, the Services and the Toss Platform to make an informed decision to purchase TOSS tokens;

(j)        he/she understands that the Toss tokens confer only the right to provide and receive Services in the Toss Platform and confer no other rights of any form with respect to the Toss Platform or the Company, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;

(k)       he/she is purchasing TOSS tokens solely for the purpose of receiving Services, participating in the Toss Platform, and supporting the development, testing, deployment and operation of the Toss Platform, being aware of the commercial risks associated with the Company and the Toss Platform. He/she is not purchasing TOSS tokens for any other purposes, including, but not limited to, any investment, speculative or financial purpose;

(h)       his/her purchase of Toss tokens complies with applicable laws and regulations in his/her jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the Toss tokens and entering into contracts with the Company, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;

(i)        If he/she is purchasing Toss tokens on behalf of any entity, he/she is authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);

(k)       he/she is not citizen, lawful permanent resident or domiciled in the United States of America, Singapore, Canada, Hong Kong, or in any jurisdiction or country where such distribution of Tokens or use would be contrary to any law or regulation, or which would subject the Company, including their affiliates, or any of their products or services to any registration, licensing or other authorization requirement within such jurisdiction or country; and

(l)        he/she is not (i) a citizen or resident of a geographic area in which access to or use of the Services or the acceptance of delivery of the Tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to the U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing 7 under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.

(m)      making a contribution and receiving Tokens under these Terms is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject and any contribution shall be made in full compliance with applicable laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction);

(n)       any contribution to be made by you for the purchase of TOSS tokens is not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing activities;

(o)       he/she shall not use the TOSS tokens to finance, engage in, or otherwise support any unlawful activities.

7.
 Acknowledgment and Assumption of Risks. By buying of the TOSS tokens, the Buyer represents/warrants and accepts that:

(a)       there are certain risks associated with purchasing TOSS tokens, holding TOSS tokens, and using TOSS tokens. By purchasing TOSS tokens, the Buyer expressly acknowledge and assume such risks, including, but not limited to, risk of losing access to tokens due to loss of private key(s), risks associated with the Ethereum Protocol, risk of mining attacks, risk of hacking and security weaknesses, risks associated with markets for tokens, etc.;

(b)       that the token sale smart contract is still in an early development stage and unproven, why there is no warranty that the process for creating TOSS tokens will be uninterrupted or error-free and why there is an inherent risk that the Smart-Contract System could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of ETH and/or TOSS tokens;

(c)       that the blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the Smart-Contract System and which may, inter alia, result in substantial modifications of the Smart-Contract System and/or the TOSS tokens protocol, including its termination and the loss of TOSS tokens for the Buyer.

8.
 Disclaimer of Warranties and Limitation of Liability. THE TOSS TOKENS ARE TO BE PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO BUYING OF ANY AMOUNT OF THE TOSS TOKENS AND THEIR USE. THE BUYER HEREBY EXPRESSLY AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, THE SELLER DOES NOT ACCEPT ANY LIABILITY FOR ANY DAMAGE OR LOSS, INCLUDING LOSS OF BUSINESS, REVENUE, OR PROFITS, OR LOSS OF OR DAMAGE TO DATA, EQUIPMENT, OR SOFTWARE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE), RESULTING FROM ANY USE OF, OR INABILITY TO USE, THIS WEBSITE OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR CONTENT ON THIS WEBSITE, AS WELL AS FROM PURCHASING OF THE TOSS TOKENS, REGARDLESS OF THE BASIS, UPON WHICH THE LIABILITY IS CLAIMED AND EVEN IF THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE BUYER UNDERSTANDS AND AGREES THAT THE SELLER SHALL NOT BE HELD LIABLE TO AND SHALL NOT ACCEPT ANY LIABILITY, OBLIGATION OR RESPONSIBILITY WHATSOEVER FOR ANY CHANGE OF THE VALUE OF THE TOSS TOKENS. THE BUYER UNDERSTANDS AND EXPRESSLY AGREES THAT THE SELLER SHALL NOT GUARANTY IN ANY WAY THAT THE TOSS TOKENS MIGHT BE SOLD OR TRANSFERRED DURING OR AFTER THE TOKEN SALE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO THE BUYER, THE LIMITATIONS WILL APPLY TO THE BUYER ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE BUYER UNDERSTANDS AND AGREES THAT IT IS HIS/HER OBLIGATION TO ENSURE COMPLIANCE WITH ANY LEGISLATION RELEVANT TO HIS/HER COUNTRY OF DOMICILE CONCERNING PURCHASING OF THE TOSS TOKENS, AND THAT THE SELLER SHOULD NOT ACCEPT ANY LIABILITY FOR ANY ILLEGAL OR UNAUTHORIZED PURCHASING OF THE TOSS TOKENS. THE BUYER AGREES TO BE SOLELY RESPONSIBLE FOR ANY APPLICABLE TAXES IMPOSED ON TOKENS PURCHASED HEREUNDER.

  1. Indemnification. To the extent allowable pursuant to applicable law, the Buyer shall indemnify, defend, and hold the Seller and/or its subsidiaries, affiliates, directors, officers, employees, agents, successors, and permitted assignees harmless from and against all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against the Buyer arising out of a breach of any warranty, representation, or obligation hereunder.
  2. Intellectual Property Rights. The Seller has valid, unrestricted and exclusive ownership of rights to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology and other intellectual property necessary to the conduct of selling of the TOSS tokens and his activities generally. In no way shall these Terms entitle the Buyer for any intellectual property of the Seller. There are no implied licenses under these Terms, and any rights not expressly granted to the Buyer hereunder are reserved by the Seller.
  3. Jurisdiction and Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of these Terms shall be governed by and construed and enforced in accordance with the laws of England and Wales. Any controversy or claim (collectively, “Disputes”) arising out of or relating to this Agreement or the breach thereof, shall be settled by binding arbitration administered by the London Court of International Arbitration (LCIA) in accordance with LCIA Rules (“LCIA Rules”), and judgment upon the award rendered by the arbitrator(s) (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court) may be entered in any court having jurisdiction thereof. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and TossPro (a) waive your and TossPro’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (b) waive your and TossPro’s respective rights to a jury trial. To resolve any Dispute, controversy or claim between the Parties arising out of or relating to these Terms, or the breach thereof, the Parties agree first to negotiate in good faith for a period of not less than thirty (30) days following written notification of such controversy or claim to the other Party. Notice to Company shall be sent by e-mail to Company at support@toss.pro. Notice to you shall be by email to the then-current email address in your notice. Your notice must include (a) your name, postal address, email address and telephone number, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. If you and TossPro cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or TossPro may, as appropriate and in accordance with this Section 11, commence an arbitration proceeding or, to the extent specifically provided for in Section 11, file a claim in court in England and Wales. Any Dispute arising out of or related to these Terms is personal to you and TossPro and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. A Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals as well as to resolve a Dispute as a representative of another individual or group of individuals. The arbitration hearing and all proceedings in connection therewith including all other operating rules, policies, and procedures that may be issued by TossPro and published from time to time on the Website and any questions its existence, validity or termination shall take place in binding arbitration in England and Wales. The governing law of these Terms (including all other operating rules, policies, and procedures that may be issued by TossPro and published from time to time on the Website) shall be the substantive law of England and Wales, without regard to conflict of law rules or principles (whether of England and Wales or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. The language of the arbitration shall be English. If any term, clause or provision of this Section 11 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 11 will remain valid and enforceable.
  4. Miscellaneous. These Terms constitute the entire agreement between the Buyer and the Seller relating to the Buyer’s purchase of the TOSS tokens from the Buyer during the Sale Period. No provision of these Terms shall be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision in these Terms, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of these Terms will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof. If any term, provision, covenant or restriction of these Terms is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. The Seller may assign the Seller’s rights and obligations under these Terms. Any notice or other communication given or made under these Terms shall be and may be delivered in electronic form. At any time, the Seller may make changes to these Terms as reasonably required to comply with applicable law or regulation. In cases of changes, the amended Terms will be published on www.toss.pro, “Last Updated” date above will be updated as well. The amended Terms will be effective immediately. In no way, the Seller shall be liable for any delay or failure to perform any obligations under these Terms as a result of a cause beyond the Seller’s reasonable control. These Terms and purchasing of the TOSS tokens by the Buyer in no way create any exclusive relationship between the Buyer and the Seller nor any partnership, joint venture, employment or agency.

 

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