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THIS DATA LICENSE AGREEMENT (the “Agreement” or “DLA”) is entered into between Simon Media Properties, LLC, a Delaware limited liability company (“Simon”) and the entity executing this DLA in the signature block or by electronic click-wrap acknowledgement (as is the case) below (“Retailer”) as of the date of Retailer’s execution of this DLA (“Effective Date”). Simon and Retailer are each a “Party” and collectively the “Parties”.

Simon has developed a service (the “Simon Search® Services”) for shoppers to check availability of goods or services (“Items”) for sale at retail properties under the control (as defined in Section 1) of an Affiliate of Simon or in which an Affiliate of Simon has partial ownership in joint venture with a third-party entity (each a “Property”) on digital media channels provided by or on behalf of Simon or a Simon Affiliate including, without limitation, websites, mobile applications, social media accounts, and interactive directories or screens at or relating to any Property (“Simon Channels”).

Retailer desires to provide Retailer Data (as defined in Section 1 below) to Simon so that Simon can enable and promote to shoppers the ability to search for Items Retailer is offering for sale at Retailer’s store(s) at any of the Properties (each a “Store”) through the Simon Search Services (the “Purpose”).

Therefore, the Parties agree as follows:
GENERAL TERMS AND CONDITIONS

1. Definitions.
(a)    “Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with a Party, where “control” is defined (and used throughout this Agreement) as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an such entity, whether through ownership of voting securities, by contract, or otherwise.

(b)    “Applicable Law” means, if and to the extent applicable and binding on Simon or Retailer in connection with the Simon Search Services:
1.      any law, statute, or regulation in force from time-to-time to which a Party is subject
2.      common law and laws of equity;
3.      any binding court order, judgment, or decree; or
4.     any applicable direction, policy, rule or order that is binding on a Party and that is made or given by any regulatory body having jurisdiction over a Party or any of that Party’s assets, resources or Business.

(c)    “Retailer Data” means data on Items offered by sale by Retailer at any Store including, without limitation, Item data (including a description of the Item), Item pricing (including current Item price and sale price(s)), Item options or modifiers and associated price options, Item inventory (including the quantity of Items in stock at a specific Property), and Store data (including Store location within a Property). Retailer Data includes all versions and updates of any Retailer Data provided to Simon by Retailer, published by Retailer on Retailer’s own digital channels, or otherwise made available to Simon or the public during the Term (as defined in Section 7). Retailer Data does not include any information relating to an identified or identifiable natural person (“Personal Data”) including, but not limited to, the definition of “personal information” or other similarly defined terms in Applicable Laws regarding the privacy of consumer or household data. Retailer Data may include the trade names, logos, images, designs, or other materials or information in which Retailer or a third party has or may claim intellectual property right(s) including, without limitation, rights in trademark, copyright, or trade secret law (“IP Rights”) or that Retailer or such third party may consider Confidential Information (as defined in Section 6) about the Items in such Retailer Data (collectively, “Protectable Material”).  For purposes of clarification, Simon obtains no ownership rights in any Retailer Data or any Protectable Material by virtue of this Agreement beyond the licenses expressed in this Agreement.

(d)    “Permitted Uses” means the publishing of Retailer Data by Simon in the Simon Channels as part of the Simon Search Services to achieve the Purpose and the promotion of the availability of such Retailer Data through the Simon Search Services on Simon Channels or on third-party provided promotional media. Retailer agrees that the Simon Search Services may be delivered on Simon Channels and promoted through media that may employ any of the following access, delivery, or use technologies: online (including on the Internet and World Wide Web [“Web”]); local area network or wide area network at a Property; electronic mail and messaging, including, without limitation, Simple Messaging Service (“SMS”) and Multi-media Messaging Service (“MMS”) messages; publicly available media not under the control of Simon, including, without limitation, social media; or through other media channels developed on other electronic access,
2. Grant of License.
(a) Subject to the terms of this Agreement, Retailer hereby grants to Simon a non-exclusive, royalty-free, world-wide license to use, and authorize certain Affiliates and third-party contractors permitted under this Agreement use of, Retailer Data, or any portion of the Retailer Data including, without limitation, any Protectable Material, for the Permitted Uses, including rights to store, reproduce, display, distribute, and create derivative works of Retailer Data as Simon deems necessary to produce, distribute, and promote the Simon Search Services and achieving the Purpose (the “License”). This License is hereby extended to Shop PO, LLC, a Delaware limited liability company (“SPO”), Simon’s contractor that provides Web development, hosting, and application development services that are parts of the Simon Search Services, to perform such services for Simon and to also provide the Simon Search Services through SPO’s website at ShopPremiumOutlets.com, which is currently dedicated to Simon Premium Outlets® and Simon Mills® Properties (“SPO Channels”). This License is also hereby extended to any Affiliate of Simon that owns, manages, or otherwise controls any of the Properties or that acts as an authorized advertising agent of any such Property. This License also allows Simon to allow third-party shoppers to share Retailer Data, including without limitation, information on the availability of the Items from the Simon Search Services to such shoppers’ social media accounts.
(b) Simon Search® and related trademarks incorporating the name Simon Search or Simon® are property of SPG IP Holdings LLC, a Simon Affiliate, and the trade names and trademarks associated with the Properties are property of or licensed to a Simon Affiliate that controls such Property all of which may be licensed or sublicensed by Simon to Retailer pursuant to the terms of this Agreement. Without limiting the License (if applicable), each Party (“Licensee”) shall be obligated to seek prior approval from the other Party (“Grantor”) of the form and substance of any public announcement in any way relating to this Agreement (not including publishing of Retailer Data included in the Simon Search Services pursuant to this Agreement) including any such announcement incorporating the trade name(s) or trademark(s) of the Grantor or any third-party that has granted Grantor the right to sub-license such trade name(s) or trademark(s) to Licensee (“Licensed Marks”), which approval shall not be unreasonably withheld or delayed by the Grantor. Grantor grants Licensee a license (“TM License”) to use the Licensed Marks that Grantor approves for use pursuant to Grantor’s approval rights in the immediately preceding sentence throughout the United States, Puerto Rico, and Canada, on a royalty-free basis, during the Term, to promote the Purpose. Licensee shall cease all use of the Licensed Marks and cease all publicity related to this Agreement or the Simon Search Services at the expiration or early termination of the Term.
3. Delivery of Licensed Data.
(a)    Retailer shall transmit Retailer Data to Simon electronically over Secure File Transfer Protocol (“sFTP”) (or, if mutually agreed upon, File Transfer Protocol (“FTP”)), or some other electronic method mutually agreed upon (“Transmission”) in a flat file format (e.g., .csv or .txt), with a text delimiter, column headings, and column order agreed upon between the Parties or other delivery specifications as agreed upon between the Parties (“Delivery Specs”). Retailer and Simon shall each bear their own costs to produce and process (respectively) Retailer Data in accordance with the Delivery Specs and to send or receive (respectively) Transmissions. If a Party requests a change to the Delivery Specs and both Parties agree to implement such change, the cost of implementing such change to the Delivery Specs shall be borne by the Party requesting such change. Retailer shall not make any changes to the Transmission method or Delivery Specs without notifying Simon and seeking Simon’s approval in advance of making any such change.

(b)    Initial delivery of Retailer Data shall be made to Simon no later than ten (10) days following the Effective Date. Thereafter, delivery of updated Retailer Data shall be made to Simon a minimum of once per day, with more frequent transmissions encouraged as updated Retailer Data becomes available. Retailer Data shall be transmitted to Simon no less frequently than similar Retailer Data is made available by Retailer to other third-party licensees of such Retailer Data. Any updates or modifications to Retailer Data must be submitted via a new Transmission. Simon will not manually update Retailer Data and all Retailer Updates shall be performed by Retailer through Transmission.

(c)    Simon has in place, and shall maintain, commercially reasonable physical, organizational, and technical processes and procedures to protect against unauthorized access, processing, loss, destruction, theft, use or disclosure of Retailer Data and Retailer’s Confidential Information while in receipt of a Transmission and while stored on Simon’s systems, including encryption of such data during transmission and while at rest (“Appropriate Safeguards”), except if the Parties agree to use FTP Transmission of Retailer Data, which is encrypted by nature.
4. Rights/Obligations.
(a)    Simon shall have the right to (i) determine the appearance, content, design, functionality and all other aspects of (a)    Simon shall have the right to (i) determine the appearance, content, design, functionality and all other aspects of Simon Search Services (including, without limitation, the right to remove or alter content, appearance, design and/or functionality from time to time); and (ii) remove, refuse to include, or delay inclusion of any Items from the Simon Search Services.  Retailer is responsible for promptly removing from the Transmission of Retailer Data Items that (a) are or become prohibited or are infringing of any third-party’s IP Rights under Applicable Law, (b) have been removed, refused, or delayed by Simon, or (c) have been recalled by the manufacturer.  Simon reserves the right to deem any Items or Retailer Data inappropriate to appear in the Simon Search Services, in Simon’s sole discretion, and immediately remove and deny inclusion thereafter of such Items or Retailer Data from appearing within the Simon Search Services. 

(b)    Simon expressly reserves the right to use third-party vendors, including, without limitation, SPO and Simon Affiliates to perform any or all of its obligations under this Agreement, provided such third-party vendors are bound to confidentiality obligations consistent with Section 6 of this Agreement.

(c)    Retailer shall retain all ownership in the Retailer Data provided to Simon. Notwithstanding the immediately preceding sentence, Simon is hereby granted a worldwide, royalty-free, and perpetual license to use reporting, analytics, benchmarking, insights, metrics, or other business intelligence that includes any Retailer Data that Simon has compiled into such material(s) during the Term for the purposes of continuing to measure, benchmark, develop, or improve the Simon Search Services and for the general business knowledge of Simon, any Simon Affiliate, or any contractor of Simon involved in the provision of the Simon Search Services.
5.  Technology IP Rights.
Simon either by authorship or under license owns the rights to all technology, infrastructure, know-how, design features, methods and materials used to provide, maintain and display the Simon Search Services (and all IP Rights related to the Simon Search Services not including any Retailer Data), including all information and data related to how third-party end-users view, navigate, and use Simon Search Services.
6. Confidentiality.
(a)  Each Party (“Receiving Party”) agrees that, without the prior written consent of the other Party (“Disclosing Party”), Receiving Party shall not use for any purpose other than conducting the business activities expressly provided for in this Agreement or divulge to any third party, except the Receiving Party's Affiliates and the directors, officers, advisors, and employees of the Receiving Party and Receiving Party’s Affiliates that need to know related to Receiving Party’s performance under this Agreement and have agreed to comply with confidentiality obligations not less protective than as provided in this paragraph, any Confidential Information (as defined in this paragraph below) of the Disclosing Party obtained from, through, or in connection with the performance of this Agreement, except for information (a) already known to or otherwise in the possession of the Receiving Party without an existing obligation of confidentiality at the time of receipt from the Disclosing Party; (b) made generally available to the public (other than as a result of a disclosure by the Receiving Party); (c) rightfully obtained by the Receiving Party from any third party without restriction and without breach of this Agreement by the Receiving Party; (d) disclosed by the Disclosing Party without restriction as confirmed in writing, (e) is required by law to be disclosed by the Receiving Party provided the Receiving Party promptly notifies the Disclosing Party in writing, to the extent legally permitted, of the necessity of such disclosure and cooperates with the Disclosing Party (at the Disclosing Party's expense) if Disclosing Party elects to pursue legal means to contest and avoid the disclosure; (f) disclosed by the Receiving Party pursuant to arbitration or other legal proceedings initiated by either Party to enforce this Agreement; or (g) disclosed to attorneys and similar outside advisors on a confidential basis subject to the other confidentiality provisions set forth in this paragraph. 
(b)  Receiving Party shall protect all such Confidential Information of the Disclosing Party using the same safeguards as Receiving Party customarily uses to protect Receiving Party’s own Confidential Information of a similar character.  The obligations of each Party pursuant to this paragraph shall survive for a three-year period following the early termination or expiration of the Term.  As used in this Agreement, “Confidential Information” means and includes all financial, technical, and other information provided by the Disclosing Party to the Receiving Party,  which is marked as confidential (or, if delivered orally, which is identified as confidential at the time of disclosure), or given the circumstances a reasonable person would consider such information confidential in nature, including, but not limited to, any inventions, software, discoveries, developments, formulas, processes, methods, trade secrets, know-how, databases, or innovations and information that is used in the Disclosing Party's business and is proprietary to, about, or created by the Disclosing Party, including but not limited to, financial information, market information, sales information, customer information, personnel information, vendor information, and marketing strategies.
7. Term/Termination.
(a)   The term of this Agreement will commence on the Effective Date and will continue for a one-year period (the “Term”). Unless earlier terminated provided in this Section 7, the Term will automatically renew for successive one-year periods. Simon will fully delete Retailer Data from the Simon Search Services within fourteen (14) days of the expiration or early termination of this Agreement.

(b)   Either Party (“Notifying Party”) may terminate this Agreement: (i) immediately upon written notice in the event the other Party materially breaches this Agreement (“Responding Party”) and Responding Party fails to cure such breach within 20 business days from receipt of written notice of such material breach from Notifying Party or (ii) for any or no reason upon at least 90 days prior written notice to the Responding Party.
8. Representations and Warranties.
(a)    Each Party (“Representing Party”) represents and warrants to the other Party that Representing Party is a duly organized business existing in good standing under the laws of the applicable state, province, country, or other governmental unit under which Representing Party is organized and that Representing Party has the rights, power, and authority to enter into this Agreement. Representing Party further represents that this Agreement will be legal, valid, and binding when fully executed by printed or electronic signatures in the signature block or by electronic click-wrap acknowledgement (as is the case) below.

(b)    Simon further represents and warrants that (i) Simon Search Services (not including any Retailer Date incorporated into the Simon Search Data Services) will not infringe, misappropriate, or otherwise violate any IP Rights of any third party; and (ii) Simon will operate Simon Search Services and perform Simon’s obligations under this Agreement in compliance with all Applicable Laws.
(c)    Retailer further represents and warrants to Simon that all Retailer Data, and all elements and components of the Retailer Data (including any Protectable Material incorporated into such Retailer Data such as photographs, models, or third-party content) does not (i) infringe, misappropriate, or otherwise violate any third party’s IP Rights, including, without limitation, any third party’s right of publicity or privacy; (ii) violate any rights or duties under consumer protection, product liability, tort, or contract theories; (iii) contain any obscene, or defamatory material; (iii) violate Applicable Laws; or (iv) reflect unfavorably on Simon, the Simon Search Services, or other third-party retailers with content available through Simon Search Services.

(d)    Retailer further represents and warrants that Retailer shall use commercially reasonable efforts to ensure all Retailer Data is true and accurate and free from viruses and other malware designed to damage or degrade the performance of the Simon Search Services at the time provided to Simon and that Retailer will comply with all Applicable Laws in regards to Retailer’s obligations and Retailer Data provided pursuant to this Agreement.
9. Indemnification.
(a)    Simon agrees to defend, indemnify, release and hold Retailer harmless from and against any damages, liabilities, losses, expenses, settlements, costs or judgments (including reasonable attorneys’ fees), related to any demand, action, suit, claim, arbitration or similar proceeding arising out of or attributable to: (i) any breach or alleged breach of this Agreement by Simon; and (ii) any negligence or willful misconduct by Simon in connection with Simon’s performance under this Agreement.

(b)    Retailer agrees to defend, indemnify, release and hold Simon and Simon’s Affiliates and their respective owners, directors, officers, employees, agents, and contractors harmless from and against any damages, liabilities, losses, expenses, settlements, costs or judgments (including reasonable attorneys’ fees), related to any third-party demand, action, suit, claim, arbitration or similar proceeding arising out of or attributable to: (i) any breach or alleged breach of this Agreement by Retailer; (ii) the content of the Retailer Data (including, without limitation, outdated Retailer Data or inaccurate Retailer Data or any violation of any third-party IP Rights in Protectable Material contained in the Retailer Data); (iii) any negligence or willful misconduct by Retailer; and (iv) any defective or recalled Item sold by Retailer.
10. Disclaimer of Warranty.
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY, AND EXPRESSLY DISCLAIMS, ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ALL STATUTORY AND IMPLIED WARRANTIES, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, ALL WARRANTIES THAT A PARTY’S SYSTEMS SHALL BE UNINTERRUPTED OR ERROR FREE, AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, AND USAGE OF TRADE, OR THEIR EQUIVALENTS.  EACH PARTY, RESPECTIVELY, AGREES THAT THE SIMON SEARCH SERVICES AND RETAILER DATA ARE PROVIDED “AS IS” AND IN NO EVENT DOES SIMON OR RETAILER WARRANT THAT SIMON SEARCH SERVICES OR RETAIL DATA SHALL BE FREE OF FAULT OR INTERRUPTIONS NOR SHALL SIMON HAVE ANY LIABILITY TO RETAILER FOR ANY FAILURE OF THE SIMON SEARCH SERVICES, INCLUDING FAILURES ARISING FROM A TECHNICAL FAULT OR OTHERWISE.   SIMON MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, SUSPEND OR TERMINATE OPERATION OF SIMON SEARCH SERVICES, INCLUDING FOR THE PURPOSE OF REMEDIAL OR PREVENTATIVE MAINTENANCE AND IMPROVEMENT, AND MAY CEASE TO USE ALL OR ANY PORTION OF SIMON SEARCH SERVICES.
11. Limitation of Liability, Exclusive Remedy.
(a)    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY. THIS SECTION 11 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF THE PARTIES AND THEIR SOLE AND EXCLUSIVE REMEDY FOR ANY DAMAGES ARISING UNDER THIS AGREEMENT.

(b)    IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT OF ONE THOUSAND DOLLARS ($1,000.00), WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY.

(c)  THE LIMITATIONS IN SUBSECTIONS (a) AND (b) ABOVE SHALL NOT APPLY TO (i) A MATERIAL BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 6, (ii) A THIRD-PARTY CLAIM OF INFRINGEMENT UPON INTELLECTUAL PROPERTY RIGHTS OR A VIOLATION OF APPLICABLE LAWS REGARDING PRIVACY OR DATA SECURITY, (iv) WILLFUL MISCONDUCT OR FRAUD, OR (iv) INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.
12. Miscellaneous.
(a)     Any notice required or otherwise given pursuant to this Agreement shall be in writing and may be mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, in person, with a copy by e-mail addressed as follows:
                  To Simon at:
                                  Simon Media Properties, LLC
                                    225 West Washington Street
                                    Indianapolis, IN 46204
                                    Attention: Digital Marketing
                                    E-mail at: lee.sterling@simon.com
 
                    With a copy to:
                                    Simon Media Properties, LLC
                                    225 West Washington Street
                                    Indianapolis, IN 46204
                                    Attention: General Counsel
                                    E-mail at: sfivel@simon.com
                                                   
                                   To Retailer at the address(es) provided in the signature block or electronic form below (as is the case).

(b)   Neither Party may delegate its obligations or assign its rights under this Agreement without the other Party's consent, which shall not be unreasonably withheld. Notwithstanding the immediately preceding sentence, Simon may assign Simon’s rights or delegate Simon’s duties under this Agreement to any Affiliate of Simon.  This Agreement is binding upon and inures to the benefit of the Parties and each of their successors and permitted assigns.
(c)    The Parties to this Agreement are independent contractors.  Nothing done pursuant to this Agreement will be construed as creating a partnership, joint venture, or agency and neither Party may be bound by acts of the other Party.    

(d)    No Party is the “drafter” of this Agreement.  This Agreement is the product of arm’s length negotiations between the Parties and has been drafted jointly by the Parties.

(e)    This Agreement may be executed in any number of counterparts and each fully executed counterpart shall be deemed an original.

(f)    If any provision of this Agreement, or portion thereof, is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement or shall be deemed modified to the extent necessary to render such term or provision enforceable.  The remaining provisions of the Agreement shall remain in full force and effect.  Neither party shall have any right, power, or authority to assume, create, or incur any expense, liability, or obligation, expressed or implied, on behalf of the other party, except as expressly provided herein.

(g)    The waiver by a Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.  If any provision of this Agreement is held to be invalid or unenforceable for any reason whatsoever, the remaining provisions of this Agreement shall remain in full force and effect.
(h)     Any termination of this Agreement will be without prejudice to the rights of either Party against the other Party in respect of any claim or breach of this Agreement arising or otherwise accruing prior to the effective date of such termination.  Any obligations of the Parties relating to limitations on liability, confidentiality, indemnification, and other obligations under this Agreement that, by their nature are intended to survive termination, will survive termination.

(i)    This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Indiana, without regard to its conflict of law provisions. To the fullest extent permitted by Applicable Law, no claim under this Agreement may be joined to any other claim and no class action proceedings will be permitted. Each Party hereby irrevocably waives its right to trial by jury in any action or proceeding arising out of this Agreement or the transactions relating to its subject matter. The Parties agree to submit to the exclusive jurisdiction and venue of the courts of Marion County, Indiana for any action arising out of this Agreement.

(j)    If either Party (“Party in Litigation”) is required to bring or defend any litigation arising out of this Agreement in which the Party in Litigation does not otherwise have an indemnification obligation to the other Party pursuant to this Agreement, or to enforce or defend the provisions of this Agreement in the case of a potential or actual breach of this Agreement by the other Party, the Party in Ligation shall recover from the other Party the Party in Litigation's reasonable attorney's fees and costs of litigation, if the Party in Litigation is determined to be the Prevailing Party (as defined in the next sentence). “Prevailing Party” means the Party who receives substantially the relief desired as a result of the litigation that is subject to this paragraph whether by dismissal, consent decree, summary judgment, final judgment, or otherwise.

(k)    This Agreement and the attachments hereto constitute the entire agreement between Simon and Retailer, and supersedes all proposals, purchase orders, understandings, representations, prior agreements or communications whether written or oral.  Neither party has been induced to enter into this Agreement by any representations or promises not specifically stated herein.  Except as otherwise provided, this Agreement shall not be modified except by written agreement signed on behalf of Retailer and Simon by their respective authorized officers. This Agreement may only be modified by a writing executed between the Parties.
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Data License Agreement Instructions.

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