General Terms & Conditions

These General Terms & Conditions (“GTC”) are concluded between eForm Solultions AG, having its registered offices at Haldenstrasse 5, CH-6342 Baar, (hereinafter “eForm Solutions”) and any party using the Service described below (hereinafter “Customer”). eForm Solutions and Customer are hereinafter together called “Parties” and separately as a “Party”. Any third party Terms and Conditions are explicitly excluded except if mentioned otherwise by eForm Solutions.

These GTS shall equally apply to:

  • Customers purchasing the Services on the website of eForm Solutions;

  • Customers purchasing the Services through authorized agents of eForm Solutions, with whom eForm Solutions concluded an Agency Agreement.

By accepting and/or paying for the Service, Customer acknowledges that he/she has read, understood and agrees to comply with these GTC and all applicable laws and regulations governing the Service. In case of contradictions between these GTC and other documentation, these GTC prevail if not explicitly stated otherwise.

1. Definitions

Data” means any information, personal data and data that is proprietary to or provided by Customer voluntarily or any data which was automatically collected, such as, without limitation, browsing device, IP address, type of software license, company name, user names etc.

Documentation” and “Specification” means all materials and documentation and service description related to the Services, such as Customer manuals and instructions together with any updates and/or revisions that might be published from time to time.

Fee” means the price to be paid to eForm Solutions for the delivery of the Service and/or for the order processing. The Fee is due in the currency as defined on the Website or separately agreed with the Customer.

One Time Service” means the Service performed on a one-time basis.

Recurring Service” means the Service performed on an ongoing basis within a term agreed between the Parties.

SLA” means a Service Level Agreement applicable to specific services as more detailed in the applicable SLA.

Service” means the services based on eForm Solutions’ infrastructure or Software or third party software or solutions, Documentation and Specification as offered to the Customer based on the descriptions as agreed between the Parties and published on eForm Solutions website or related third party website.

Software” means the tool-related Software running on eForm Solutions infrastructure and/or developed by eForm Solutions or by a third party

Website” means website of eForm Solutions.

2. Description of Services

The Services of eForm Solutions are described on the Website and Documentation. These GTC and Documentation are integral part of the agreement between the Parties, if not otherwise agreed between the Parties.

eForm Solutions may revise these GTC, Documentation at any time and in its sole discretion with the prior written notification of the Customer. eForm Solutions reserves the right to modify, suspend or terminate any Service or any portion thereof, at any time for any reason.

By continuing to use the Services, Customer indicates that he agrees to be bound by any amendments.

3. Grant of License

During the term of the use of Service (“Term”), eForm Solutions hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Service and relate Software (in object code format only), all electronic data embodied therein, any upgrades thereto, as well as any Documentation provided by eForm Solutions to Customer, solely for Customer's internal business use. The access and use of the Service and related Software does not transfer any ownership or intellectual property right to the Customer. eForm Solutions confirms that it has all the necessary rights in relation to the Services and Software that are necessary to grant all the rights it purports to grant under these GTC. Where the Service or Software is provided by a third party, acceptance of such third party’s license and usage terms is prerequisite to the usage of the Service. Customer acknowledges and agrees that the Services and Software may be protected by copyrights, trademarks (whether registered or being under registration), service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by eForm Solutions or the third party, Customer agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the Services and Software, in whole or in part.

4. Use of the Service

Customer undertakes:

  1. to provide all necessary information, Data and necessary access to such information or Data as may be required by eForm Solutions in order to render the Services or any other necessary co-operation. Customer remains responsible for keeping the Data and other necessary information updated if any Data or information changes;
  2. to use the Service in compliance with these GTC, applicable laws and regulations;
  3. to protect the collection, transmission and input of its Data to eForm Solutions via the Internet. Customer is responsible for taking security measures such as encryption for the transport of data or access of data when using the Service;
  4. to use the Service for its own purposes and not to allow any third party, except for its User(s), to rent, lease, license, lend, pledge, or directly or indirectly transfer or assign or distribute the Service or to access all or any part of the Service;
  5. not to upload, download, post, transfer, send, transmit, distribute, email, link to or make available in any other way any images, photos, text, video, data, software, databases, links or other information that is illegal, harmful, slanderous, unethical, defamatory, harassing, threatening or infringing upon intellectual property rights, rights of privacy or publicity of third parties, incites hatred, bigotry, racial, ethnic, sexual, religious or social discrimination or is insulting to any persons, groups and/or entities;
  6. not to upload, download, post, transfer, send, transmit, distribute, email, link to or make available in any other way any information that contains any harmful material;
  7. not to make available any materials containing viruses, bots or other code, files or programs designed to interfere, hinder or impair the operation of Software, Website or any third party’s software or website;
  8. not to decompile, modify or perform other activities with the Software and/or the object code of any program of the Website;
  9. not to infringe any applicable laws and international treaties;
  10. not to collect and store personal information of other customers and users without their proper authorization;
  11. not to use the Website or Service in any way or take any action that causes, or may cause, damage to eForm Solutions or impairment of the performance, availability or accessibility of the Service or Website;

Customer is hereby acknowledged that eForm Solutions may automatically collect certain data, such as IP address, cookies data, performance specifications of the user’s hardware and software, date and time of access to the Website, the URL of the page requested. This information is aggregated to provide statistical data about users' browsing actions and patterns, to improve the Service and does not personally identify individuals.


eForm Solutions uses commercially reasonable endeavours to make the Service available twenty-four hours a day, seven days a week except for i) scheduled and emergency maintenance, ii) Force Majeure events, including, without limitation, Internet failures, computer, telecommunications or any other equipment failures, denial of service or similar attacks, mail bombs, DNS resolution, domain name expiration, SYN attacks, server errors, misdirected or redirected transmissions, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, disease, pandemia, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties, or iii) hacking attempts, hacking intrusions, 3rd party software, misuse of software or configuration errors.

In case of any Service unavailability, a relevant SLA applies, provided that in any case the total amount of credit(s) issued for any Service in a given monthly invoice period cannot exceed 100% of the monthly Fee paid for that Service, or monthly Fees on a pro-rata basis if the billing period is not monthly.

Customer agrees to provide eForm Solutions in a timely manner with adequate, full and accurate Documentation and Specification related to the Service requested by the Customer. Otherwise, eForm Solutions may not provide required Service, not depending on the payment done by the Customer according to Section 8.


Customer owns all rights, title and interest in and to all of its Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Data provided by Customer. All Service based data provided by eForm Solutions remains within the property of eForm Solutions or its related third party.

eForm Solutions shall maintain with reasonable efforts, in accordance with industry standards, appropriate administrative, organisational, physical and technical safeguards to ensure the protection of the security, confidentiality and integrity of Customer’s Data. Customer must safeguard its own back-up copies of any raw data inputted if wanted.

eForm Solutions excludes any kind of liability for loss of data or any related damage hereto. Particularly, eForm Solutions does not promise to retain any data backup(s) for longer than necessary or Customer’s account is active or as needed to provide the Customer with services. Customer may request to access and review the Data that may be recorded by eForm Solutions. Such request may be processed within 30 days upon the date of the request. Additional fees may be applied under applicable law.


Under the normal course of the fulfilment of Service, eForm Solutions processes no personal data of Customer, except as outlined in Section 1.

For the undertaking of these GTC, subject to enforceable law, eForm Solutions will keep the Data as far as explicitly declared confidential (“Confidential Information”) in a confident manner, and shall neither convey nor disclose the Confidential Information to third parties without prior written consent of the Customer nor use it for purposes other than for the performance of these GTC. eForm Solutions’s employees, contractors and advisors who have a need to know such Confidential Information for the purpose of fulfilling eForm Solutions's obligations under these GTC shall not be deemed third parties under this paragraph. eForm Solutions shall advise any such individuals that the Confidential Information is confidential and that by receiving such information, such individuals are agreeing to be bound by terms substantially similar to and no less restrictive than the terms of this Section 7, and to not use such information for any purpose other than authorized herein. eForm Solutions shall ensure, as far as technically feasible according to the state of the art or with other reasonable measures to protect the Confidential Information from unauthorized access or inadvertent disclosure or use.

The obligation of confidentiality shall not apply to information that (a) is at the date of disclosure in the public domain or becomes generally available to the public other than (i) as a result of a disclosure by eForm Solutions or its employees or any other person who directly or indirectly receives such information from eForm Solutions or its employees or (ii) in violation of a confidentiality obligation to Customer known to eForm Solutions; (b) is or becomes available to eForm Solutions on a non-confidential basis from a source which is entitled to disclose it to eForm Solutions; (c) was developed by employees or agents of eForm Solutions independently of and without reference to any information communicated to eForm Solutions by the Customer; or (d) is required by law to be disclosed by eForm Solutions. A disclosure of Confidential Information which is (e) in response to a valid order by a court or other governmental body, (f) otherwise required by law, or (g) necessary to establish the rights of either Party under these GTC, shall not be considered to be a breach of these GTC or a waiver of confidentiality for other purposes; provided however, that the Customer shall provide prompt written notice thereof to eForm Solutions to enable it to seek a protective order or otherwise prevent such disclosure.

In the context of providing Services for the Customer, eForm Solutions may collect personal data and especially Data provided by the Customer itself, obtain such data from third parties, store, process and pass it on to third parties, while at all times observing the legislation in force regarding the protection of data. Personal data may be used by eForm Solutions or its auxiliaries, especially in order to a) verify that the conditions for the conclusion of these GTC are met, or b) fulfil contractual obligations in respect of the Customer, or c) foster and develop the Customer relationship, d) prevent unlawful use of Services (in particular, to prevent fraud when the GTC is concluded and during the term of the GTC), or e) for billing and collection purposes or f) for advertising, designing and developing eForm Solutions’ products and Services.

eForm Solutions may use third parties in order to process data for the purpose of conclusion and fulfilment of the GTC (lit. a and b), of the development of Customer relationship (lit c), for billing and collection (lit. e) and for marketing purposes (lit. f).


Customer shall pay the Fee to eForm Solutions as published on the Website and/or agreed between the Parties in writing in accordance with these GTC.

eForm Solutions may change the Fee due to price adaptations by its suppliers which will be announced with one-month prior written notice. If Customer has not refused to accept the Fee change within that period, the Fee change, including fee increase, is deemed to be accepted by the Customer. In case of an objection by the Customer, the Customer shall have the right to terminate the Service in accordance with section 14.4.

Subject to other agreements with the Customer or information published on the Website, eForm Solutions will invoice the Customer for Service in advance according to the Fee published on the Website or as separately agreed between the Parties in writing. Invoices are due within thirty (30) days after invoice date. Unless otherwise agreed between the Parties in writing or indicated on the Website, the Customer shall pay by Credit Card or wire transfer. The Fees do not include applicable taxes. If Fees are paid by wire transfer, Bank charges are distributed as following:

  1. charges by bank of the origination of funds and intermediary banks are payable from the account of Customer;

  2. charges by receiving bank are payable from the account of eForm Solutions;

  3. card processing fees and charge backs are payable from the account of Customer.

If Customer fails to pay for the Service by the due date, eForm Solutions is not obliged to provide Customer with any Service. eForm Solutions is not responsible for any actions and/or its consequences for non-performance of Service due to Customer’s failure to pay for the Service. eForm Solutions will not refund any Fees paid for the One Time Service (as defined in the Definitions).

Customers purchasing the Service through an authorized agent, shall pay for the Services directly to such authorized agent and comply with such authorized agent’s payment procedure.

Customer is solely responsible for any taxes, fees and duties arisen from his residence status in the jurisdiction of residence or other jurisdiction.


eForm Solutions might contract with subcontractors, agents and other third parties for the fulfilment of the Service. eForm Solutions makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party service or product purchased by Customer. eForm Solutions does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.


eForm Solutions warranties are excluded as far as permitted by enforceable law.

However, eForm Solutions warrants that the functionality of the Service will not be materially decreased during the fulfilment of the Service, except for i) certain exclusions as indicated in Section 5, ii) Customer’s failure to pay for the Service in whole or in part, iii) any non-conformance which is caused by Customer’s breach of any provision of the GTC, or use of the Service contrary to eForm Solutions Documentation, instructions, or iv) any modification or alteration of the Service or Software by any party other than eForm Solutions or eForm Solutions duly authorised contractors or agents.

eForm Solutions does not warrant that i) the Service or Software will be uninterrupted or error-free; ii) the result of the Service will meet Customer’s expectations, iii) the Service or Software will be available or accessible during maintenance, upgrades, developments or the like. Customer acknowledges and agrees that eForm Solutions Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

Subject to these GTC, eForm Solutions’ sole obligation hereunder shall be, in eForm Solutions’ sole discretion, to replace any defective eForm Solutions Service with Services which substantially conforms to eForm Solutions applicable Documentation or to repay to Customer an amount equal to the price paid by Customer for the defective eForm Solutions Service.

To the fullest extent permitted by applicable law, in no event will eForm Solutions be liable to Customer on any legal theory for any incidental, direct, indirect, punitive, actual, consequential, special, exemplary, or other damages, including without limitation, loss of revenue or income, lost profits, cost of substitute goods or services, or similar damages suffered or incurred by Customer or any third party that arise in connection with the Services (or the termination thereof for any reason), even if eForm Solutions has been advised of the possibility of such damages.


Should a third party claim that its Intellectual Property Rights are infringed through eForm Solutions Service, eForm Solutions shall, at its own expense, defend or settle any suit or proceeding that is instituted against Customer and pay all reasonable costs awarded therein against Customer or agreed upon in settlement by eForm Solutions; provided that Customer (i) gives eForm Solutions immediate notice in writing of any such suit, proceeding or threat thereof, (ii) permits eForm Solutions sole control, through counsel of eForm Solutions’ choice, to defend and/or settle such suit and (iii) gives eForm Solutions all the needed information, assistance and authority, at eForm Solutions’ expense, to enable eForm Solutions to defend or settle such suit.

The above provision shall not apply to and eForm Solutions shall have no liability or obligation for any infringement arising from: (a) any modification, servicing or addition made to the Service by anyone other than eForm Solutions, (b) the use of such Service as a part of or in combination with any devices, parts or software not provided by eForm Solutions in its Documentation, (c) the use of such Service to practice any method or process which does not occur wholly within the Service, (d) Third Party Services and (d) any use of the Service outside the scope of these GTC granted in section 2. The above exclusions apply to the extent that the infringement would have been avoided without such modifications, combinations, compliance with specifications, use of other than the current release or practice of such method or process. In case of claims made for third party services such as Microsoft, any such claim is to be handled according to the third party’s Terms and Conditions. For these services eForm Solutions excludes any liability.

In the event that the use of any Service purchased from eForm Solutions becomes enjoined or, in eForm Solutions’ opinion is likely to become, the subject of a claim that it infringes the intellectual property rights of any third party, or in the event eForm Solutions wishes to minimize its potential liability hereunder, eForm Solutions may at its sole option and expense, either: (a) procure the right for the Customer to continue distributing the eForm Solutions Service, (b) replace or modify the Service such that it becomes non-infringing, (c) terminate Customer’s rights and obligations with respect to the allegedly infringing Service and refund to Customer the amount which Customer has paid for such Service or (d) handle the case according to the third party Terms and Conditions.

This section 11 states eForm Solutions’s total responsibility and liability, and the Customer’s sole remedy, for any actual or alleged infringement of any intellectual property right for any eForm Solutions Services delivered hereunder or any part thereof and is in lieu of and replaces any and all other express, implied or statutory warranties or conditions regarding infringement.

Customer shall indemnify, protect, defend and hold harmless eForm Solutions from and against any and all claims, liabilities, losses, damages, injuries, demands, actions, causes of action, suits, proceedings, judgments and expenses, including without limitation, reasonable attorneys’ fees, court costs and other legal expenses, arising from or connection with the breach by Customer of its obligations under these GTC or any third party Terms and Conditions.


eForm Solutions’ Software might include third party code that eForm Solutions, not the third party, licences to the Customer under the terms set forth in these GTC. eForm Solutions warrants that no third party rights are infringed by using eForm Solutions Services.


13.1. Liability

Neither Party excludes nor limits to the other Party any damages caused by intent or gross negligence, for death or personal injury or for any fraud or fraudulent misrepresentation.

Notwithstanding anything to the contrary in these GTC, neither Party will be liable to the other for any indirect, special, incidental, economic, exemplary or consequential loss or damages of any kind, loss of profits, revenues, customers or contracts, business opportunities, goodwill or reputation, wasted management time, increased costs or expenses, whatsoever and howsoever arising including in connection with the performance, non-performance or delayed performance of the Services or otherwise under these GTC, regardless of the legal basis (e.g. in tort, contract or otherwise), even if that Party has been advised by the other or should have reasonably been aware of the possibility of such loss. eForm Solutions shall not be liable to Customer (or to any other person) for any loss of or recovery of data, or any damages caused by corrupt or inadequate data, defects, viruses, poor data quality, omissions or inaccuracies in data arising out of or in connection with the GTC, regardless of the legal basis (e.g. in tort, contract or otherwise), even if it has been advised of the possibility of such damages, as far as permitted by law. Neither party is liable for any loss that could have been avoided by the damaged party's use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility of such damages.

Notwithstanding anything in the GTC to the contrary, except for liability arising from death or personal injury caused by negligence, willful misconduct, fraudulent misrepresentation or any other loss or damages for which such limitation is expressly prohibited by applicable law, the maximum aggregate monetary liability of eForm Solutions and any of its employees, officers, agents, partners, in connection with the Services or the GTC under any theory of law shall not exceed 100% of the monthly Fee paid for that Service, or monthly Fees on a pro-rata basis if the billing period is not monthly during a relevant period of the occurrence of the event.

The credits stated in any applicable SLA are the Customer’s sole and exclusive remedy for eForm Solutions's failure to meet those guarantees for which credits are provided. The maximum total credit(s) for failure to meet any applicable SLA for any calendar month shall not exceed one hundred percent of then current monthly Fee for the Recurring Services. Credits that would be available but for this limitation will not be carried forward to future months. Customer is not entitled to a credit if the Customer is in breach of the GTC at the time of the occurrence of the event giving rise to the credit until Customer has remedied the breach. No credit will be due if the credit would not have accrued but for Customer’s action or omission.

The Customer shall fully remain liable for Intellectual Property right infringements caused by its direct or indirect fault.


14.1. Term

The performance of Service by eForm Solutions to Customer shall commence with acceptance or payment of the Service fee whatever comes first. By using the Service, Customer is deemed to accept the Service. The Service shall be provided within the contract period as separately defined by the Parties by order form. In case of a fixed Term, the Service may be terminated with one month written notice by the end of the relevant Term.

14.2 Termination by either Party

Either Party may terminate these GTC at any time with immediate effect and without judicial intervention, by written notice:

  1. upon any material and persistent breach of these GTC by the other Party which is capable of complete remedy but which is not completely remedied by the other Party within thirty (30) days after written notice to the other specifying the breach and requiring it to be remedied or as agreed in the Third Party Terms and Conditions; or

  2. in the event either Party is unable to pay or does not pay its debts as they fall due, is insolvent or makes an assignment or arrangement for the benefit of or calls a meeting of its creditors; or

  3. if the other Party breaches any applicable laws, regulations, governmental, quasi-governmental or regulatory rules, orders, decrees, guidelines, codes of best practice or technical, safety or other standards which are related to the fulfilment of these GTC; or

  4. if provided by the GTC or Third Party’s GTC.

14.3. Termination by eForm Solutions

Without prejudice to any other rights, eForm Solutions may immediately terminate Customer’s right to use the Service, if Customer violates any terms and conditions of these GTC.

14.4. Termination by Customer

Customer may immediately terminate these GTC, if Customer fails to agree with any changes hereto made by eForm Solutions in accordance with Section 15.

14.5. Consequences of Expiration or Termination

In the event of termination or expiration of these GTC for any reason:

  1. All amounts payable by Customer to eForm Solutions shall become due and payable on the effective date of expiration or termination, even if longer terms had been provided or agreed previously.

  2. In the event of termination by cancellation before the end of Term of Service, Customer must stop using and/or accessing the Service. In such event and if Customer has stopped using and/or accessing the Service, charges will be refunded pro rata temporis till the end of the ordinary Term. All other obligations of this section remain unaffected.

  3. Upon expiration or termination of this Service, Customer shall immediately return to eForm Solutions all originals and copies of eForm Solutions Intellectual Property provided by eForm Solutions to Customer under this Service and eForm Solutions shall immediately return to Customer or delete all Confidential Information at Customer’s cost.

  4. Licences granted under the Service shall be immediately terminated, including access to the User Account of Customer.

  5. The sections regarding Confidentiality, Warranties, Intellectual Property, Indemnity, Miscellaneous and Termination Sections shall survive any expiration or termination of the GTC or any parts thereof.


15.1. Force Majeure

Under no circumstances shall either Party be held liable for any delay or failure to perform its obligations hereunder resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including, without limitation, Internet failures, computer, telecommunications or any other equipment failures, server errors, misdirected or redirected transmissions, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, disease, pandemia, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties (“Force Majeure Event”). Obligations hereunder may be suspended only until the cessation of any such circumstance. The Parties will use reasonable commercial efforts to remedy such situations as well as to minimize its effects. This shall apply regardless of whether the Force Majeure Event occurs prior or subsequent to the agreed delivery date. If execution of the Service is substantially hindered for more than 3 months as a result of any Force Majeure Event, either Party shall be entitled to withdraw from these GTC by giving the other Party written notice of such withdrawal.

15.2. Assignment

Customer shall not assign this Service or delegate any of its rights, duties or obligations hereunder without the prior written consent of eForm Solutions. eForm Solutions may assign Service or its rights, interests and obligations under these GTC to any third party. These GTC shall be binding upon any successor in interest or title of the Parties.

15.3. Waivers

No waiver of any default, failure, partial exercise or delay shall be effective unless it is expressly evidenced in writing, signed by eForm Solutions and Customer. The waiver of any one default shall not waive subsequent defaults of the same or different kind or continuing defaults after demand for strict compliance.

15.4. Amendments

eForm Solutions can amend these GTC from time to time. If any of the new dispositions of these GTC are in disfavour for the Customer, Customer shall have the right to terminate the Service according to Section 14.

15.5. Severability

In the event that any provision of these GTC shall be held by a court of competent jurisdiction or an administrative authority of either international or national jurisdiction to be invalid, unlawful or unenforceable, this provision shall be deemed not to be part of these GTC, and such finding shall not affect the remaining portions of these GTC which shall remain in full force and effect and be construed so as to best effect to the intention of the Parties and its original purpose.

15.6. Entire Agreement

These GTC constitute the entire agreement between the Parties hereto with respect to the subject matter; and any and all written or oral agreements heretofore existing between the Parties hereto with respect to its subject matter are expressly cancelled.

15.7. Warranty

The Customer hereby represents and warrants to eForm Solutions that the Customer has the full power and legal right to execute these GTC and perform the Customer’s obligations hereunder; the execution and performance of these GTC does not and will not violate any provisions of any agreement or other instrument or document to which the Customer is a party to or by which any of its assets or properties is bound or affected or be in conflict with or result in a breach of or constitute a default under any such agreement, instrument or document.

15.8. Governing Law and Jurisdiction

These GTC shall be governed and construed in accordance with the laws of Switzerland, without further reference to its conflicts of law rules and to the exclusion with all and any international conventions and treaties, including the Vienna Convention on the International Sale of Goods. The Parties submit to the exclusive jurisdiction of the courts of the Canton of Zug, Switzerland.

15.9. Notices

Any notice or other communication between the Parties shall be in writing in the English language, unless otherwise agreed between the Parties. Notices must be given by electronic mail to the Party's address that a Party has notified to be that Party's address.

Zug, April 2016

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