This Affiliate Agreement ("Agreement"), effective as of the date of signing ("Effective Date"), is by and between Utherverse Digital, Inc., a Canadian corporation with offices located at 102-80A 6th Street, New Westminster, British Columbia, V3L 5B3, Canada ("Licensor") and you, an affiliate marketer ("Affiliate"). Licensor and Affiliate may be referred to herein collectively as the Parties or individually as a Party.

RECITALS

WHEREAS, Licensor owns and operates virtual world platform software capable of operating virtual world properties where users, under certain conditions, may port or hyperlink between virtual world properties (“Platform”);

WHEREAS, Affiliate desires to obtain a license from Licensor to promote Utherverse to users that have never had an account on the Platform and that create an account using Affiliate’s unique software installer or referral code (“Direct Referral(s)”) through, for example, the sublease, purchase or operation of concert venues, film festivals, theaters, or retail stores, in exchange for a percentage of the revenues generated thereby.

NOW, THEREFORE, in consideration of the foregoing recitals made a part hereof by this reference, the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Definitions
“Affiliate System” means Licensor’s automated system for tracking Direct Referrals and Affiliate Credits.
“Affiliate Credits” means a percent of the gross revenues from all VIP subscription payments (reduced by payment processing fees and royalty fees) for rights granted to Direct Referrals, including without limitation, revenue received for access by Direct Referrals and sales of goods or services to Direct Referrals. The percent of gross revenues are currently calculated as follows:
1. Forty percent (40%) of all VIP subscription payments during the first year of use by the first nine (9) Direct Referrals, then eight percent (8%) of all VIP subscription payments thereafter for four (4) more years of use by the first nine (9) Direct Referrals.
2. Ten percent (10%) of all VIP subscription payments during the first year of use by the first nine (9) Downstream Referrals, then two percent (2%) of all VIP subscription payments thereafter for four (4) more years of use by the first nine (9) Downstream Referrals.
3. Forty percent (40%) of all VIP subscription payments during the first year of use by the Direct Referrals number ten (10) through ninety nine (99), then twenty percent (20%) of all VIP subscription payments thereafter for four (4) more years of use by Direct Referrals number ten (10) through ninety nine (99), then eight percent (8%) of all VIP subscription payments thereafter by Direct Referrals number ten (10) through ninety nine (99).
4. Ten percent (10%) of all VIP subscription payments during the first year of use by the Downstream Referrals number ten (10) through ninety nine (99), then five percent (5%) of all VIP subscription payments thereafter for four (4) more years of use by Downstream Referrals number ten (10) through ninety nine (99), then two percent (2%) of all VIP subscription payments thereafter by Downstream Referrals number ten (10) through ninety nine (99).
5. Forty percent (40%) of all VIP subscription payments during the first three (3) years of use by the Direct Referrals number one hundred (100) through nine hundred and ninety nine (999), then twenty percent (20%) of all VIP subscription payments thereafter for three (3) more years of use by Direct Referrals number one hundred (100) through nine hundred and ninety nine (999), then eight percent (8%) of all VIP subscription payments thereafter by Direct Referrals number one hundred (100) through nine hundred and ninety nine (999).
6. Ten percent (10%) of all VIP subscription payments during the first three (3) year of use by the Downstream Referrals number one hundred (100) through nine hundred and ninety nine (999), then five percent (5%) of all VIP subscription payments thereafter for three (3) more years of use by Downstream Referrals number one hundred (100) through nine hundred and ninety nine (999), then two percent (2%) of all VIP subscription payments thereafter by Downstream Referrals number one hundred (100) through nine hundred and ninety nine (999).
7. Forty percent (40%) of all VIP subscription payments during the first five (5) years of use by the Direct Referrals number one thousand (1000) and above, then twenty percent (20%) of all VIP subscription payments thereafter by Direct Referrals number one thousand (1000) and above.
8. Ten percent (10%) of all VIP subscription payments during the first five (5) year of use by the Downstream Referrals number one thousand (1000) and above, then five percent (5%) of all VIP subscription payments thereafter by Downstream Referrals number one thousand (1000) and above.
“Creative Content” means content created, generated, or otherwise brought into the Platform by Affiliate or Direct Referrals while participating in the Platform, including but not limited to (a) electronic representations of clothing items, tattoos, skin textures and other items for enhancing the appearance of avatars; (b) electronic representations of items necessary to furnish a residence or business (e.g., couch, TV, table, etc.); and (c) unique items maintained on a blockchain whose value are driven by scarcity and/or speculation.
“Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as "confidential." Without limiting the foregoing: (a) the Platform is Confidential Information of Licensor; and (b) the terms of this Agreement are Confidential Information of Licensor. Confidential Information is subject to the exclusions set forth herein.
“Disclosing Party” means the Party that discloses or makes available Confidential Information.
“Downstream Referral” means a user that has never had an account on the Platform and that creates an account using the unique software installer or referral code of one of Affiliate’s Direct Referrals.
“Feedback” means any communications or materials transmitted to Licensor by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights, and all similar or equivalent rights or forms of protection, on any part of Utherverse.
“Losses” means any and all losses, damages, liabilities and costs, including costs of suit and reasonable attorneys’ fees.
“Notice” means any notice, request, consent, claim, demand, waiver, and other communication.
“Receiving Party” means the Party receiving or gaining access to Confidential Information.
“Third-Party Claim” means any third-party claim, suit, action or proceeding.

Platform License
1. Platform License Grant. Subject to and conditioned on Affiliate’s compliance with all terms and conditions of this Agreement, Licensor hereby grants to Affiliate a revocable, non-exclusive, non-sublicensable, non-transferable, perpetual license to promote Utherverse to Direct Referrals and to use the Platform to that end.
2. Security Measures. The Platform may contain technological measures designed to prevent unauthorized or illegal use of the Platform. Affiliate acknowledges and agrees that: (a) Licensor may use these and other lawful measures to verify Affiliate's compliance with the terms of this Agreement and enforce Licensor's rights, including all Intellectual Property Rights, in and to the Platform on written notice to Affiliate if Licensor, in its sole discretion, believes that Affiliate’s use of the Platform would violate any provision of this Agreement; and (b) Licensor and its Representatives may collect, maintain, process and use diagnostic, technical, usage and related information, including information about Affiliate's computers, systems and software, that Licensor may gather periodically to improve the performance of the Platform or develop maintenance releases. This information will be treated in accordance with Licensor's privacy policy, as amended from time to time, which will be provided to Affiliate at Affiliate’s request.
3. Prohibition on Copying/Derivative Works. Except as expressly permitted herein, Affiliate shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Platform, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Platform, in whole or in part; (iv) remove any proprietary notices from the Platform; (v) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any individual, corporation, partnership, joint venture, limited liability entity, government entity, unincorporated association, trust, association, or other entity, or that violates any applicable law; or (vi) violate Licensor’s Terms of Service.
4. Reservation of Rights. Licensor reserves all rights not expressly granted to Affiliate in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Affiliate or any third party any Intellectual Property Rights or other right, title, or interest in or to the Platform. Licensor reserves the right to suspend any Direct Referral that violates any applicable statute, law, regulation, ordinance, rule, code, or other requirement or rule of law of any governmental authority, and/or if Licensor determines, in its sole opinion, that the Direct Referral’s use is morally objectionable, reflects unfavorably upon Licensor, reduces the commercial value of the Platform, or violates Licensor’s Terms of Service.
5. Maintenance Releases. Licensor will provide Affiliate with any update, upgrade, release, or other adaptation or modification of the Platform that Licensor may provide to Affiliate from time to time, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Platform. All maintenance releases provided by Licensor to Affiliate are deemed Platform.

Affiliate Credits
Affiliate shall receive payment for the Affiliate Credits as tracked by all revenues (less any payment processing fees and royalty fees) generated by Direct Referrals according to the Affiliate System. Affiliate shall not be entitled to any payments related to any user that has had an account on the Platform before, or that creates an account without using Affiliate’s unique software installer or referral code, even if such user was referred to the Platform by Affiliate. It is Affiliate’s sole responsibility to ensure that each user Affiliate refers to the Platform uses Affiliate’s unique software installer or referral code. The Affiliate Credits calculation set forth in the Definitions above may be updated or modified by Licensor at any time, in Licensor’s discretion, in accordance with Section 10.12.

Confidentiality
1. Confidential Information. In connection with this Agreement, each Party may disclose or make available Confidential Information to the other Party.
2. Exclusions. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
  1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
  2. except as may be permitted under the terms and conditions of 5.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations herein; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth herein;
  3. safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and
  4. promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and cooperate with Disclosing Party to prevent further unauthorized use or disclosure; and
  5. ensure its Representatives' compliance with and be responsible and liable for any of its Representatives' non-compliance with, the terms herein.
4. Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party will: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under 5.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this 5.4, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party will disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party's request, will use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

Intellectual Property Rights
1. Intellectual Property Ownership. Affiliate acknowledges and agrees that:
  1. The Platform is licensed, not sold, to Affiliate by Licensor and Affiliate does not have under or in connection with this Agreement any ownership interest in the Platform;
  2. Licensor is the sole and exclusive owner of all right, title, and interest in and to the Platform, including all Intellectual Property Rights relating thereto, subject only to the limited license granted to Affiliate under this Agreement; and
  3. Licensor retains all rights in the Platform. Should Affiliate acquire, now or in the future, by operation of law, contract, assignment or otherwise, any Intellectual Property Rights in or relating to the Platform (including any rights in derivative works or patent improvements relating to the Platform), Affiliate hereby unconditionally and irrevocably assigns such Intellectual Property Rights in the Platform to Licensor.
2. Affiliate’s Intellectual Property. Affiliate grants Licensor the non-exclusive right to use (but not own) any tools, technology, and/or intellectual property developed by Affiliate in the performance of this Agreement and integrated into the Platform, and Licensor may use such tools, technology and/or intellectual property in any of Licensor’s worlds as determined by Licensor. Additionally, Affiliate hereby grants to Licensor a non-exclusive right to use (but not own) any Creative Content.
3. Recording and Playback. Affiliate acknowledges and agrees that Licensor and users of the Platform have the right to record, display and playback audio and/or video content that may include Affiliate’s tradename, other intellectual property and/or Creative Content. Such right to record, playback and display continues in perpetuity and survives termination of this Agreement.
4. No Implied Rights. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to Affiliate or any third party any Intellectual Property Rights or other right, title, or interest in or to any of the Platform.
5. Feedback. If Affiliate or any of its employees or contractors sends or transmits any Feedback, Licensor is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Affiliate hereby assigns to Licensor on Affiliate's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in such Feedback, and Licensor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback.

Representations and Warranties
1. Mutual Representations and Warranties. Each Party represents, warrants, and covenants to the other Party that:
  1. it is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;
  2. it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, and authorizations it grants and is required to grant under this Agreement;
  3. the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and
  4. when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
2. DISCLAIMER OF WARRANTIES. ALL LICENSED SOFTWARE AND OTHER PRODUCTS, INFORMATION, MATERIALS, AND SERVICES PROVIDED BY LICENSOR ARE PROVIDED "AS IS." LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED SOFTWARE OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET AFFILIATE'S OR OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

Indemnification
1. Licensor Indemnification
  1. Licensor shall indemnify, defend, and hold harmless Affiliate from and against any and all Losses incurred by Affiliate resulting from any Third-Party Claim that the Platform, or any use of the Platform in accordance with this Agreement, infringes or misappropriates such third party's U.S. patents, copyrights, or trade secrets, provided that Affiliate promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim.
  2. If such a claim is made or appears possible, Affiliate agrees to permit Licensor, at Licensor's sole discretion, to (i) modify or replace the Platform, or any components or parts thereof, to make it non-infringing, or (ii) obtain the right for Affiliate to continue use. If Licensor determines that none of these alternatives is reasonably available, Licensor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Affiliate.
  3. This section will not apply to the extent that the alleged infringement arises from: (i) use of the Platform in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (ii) modifications to the Platform not made by Licensor; (iii) use of any version other than the most current version of the Platform delivered to Affiliate; or (iv) third-party products.
2. Affiliate Indemnification. Affiliate shall indemnify, hold harmless, and, at Licensor's option, defend Licensor from and against any Losses resulting from any Third-Party Claim based on Affiliate's: (a) negligence or willful misconduct; (b) use of the Platform in a manner not authorized or contemplated by this Agreement; (c) use of the Platform in combination with data, software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in writing; (d) modifications to the Platform not made by Licensor; or (e) use of any version other than the most current version of the Platform delivered to Affiliate, provided that Affiliate may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
3. Sole Remedy. THIS SECTION SETS FORTH AFFILIATE'S SOLE REMEDIES AND LICENSOR'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

Limitations of Liability.
1. consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages;
2. increased costs, diminution in value or lost business, production, revenues, or profits;
3. loss of goodwill or reputation;
4. use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security;
5. cost of replacement goods or services, in each case regardless of whether Licensor was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. In no event will Licensor's aggregate liability arising out of or related to this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise exceed the total amounts paid to Licensor under this agreement in the one year period preceding the event giving rise to the claim or $100,000, whichever is less.

Miscellaneous
1. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
2. Notices. All Notices must be provided by email to a functioning email address of the Party to be noticed or, if by us, by a general posting on Utherverse. Either Party may change the email address to which Notice is to be sent by written Notice to the other Party. Notices shall be deemed effective upon delivery.
3. Force Majeure. In no event shall Licensor be liable to Affiliate, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Licensor’s reasonable control, including but not limited to: (a) acts of God; (b) flood, fire, earthquake, other potential disasters or catastrophes such as epidemics and pandemics, or explosions; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) shortage of adequate power or transportation facilities.
4. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
5. Governing Law. This Agreement is entered into, is governed by, and is to be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and treated in all respects as a British Columbia contract.
6. Arbitration. Any controversy or claim arising out of or relating to this Agreement shall be determined by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. The place of arbitration shall be Vancouver, British Columbia, Canada.
7. Assignment. Affiliate may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Licensor. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
8. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under the Confidential Information Section or the Grant of Rights would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
9. Attorneys' Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party against the other Party arising out of or related to this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing Party.
10. Electronic Signatures. You agree to be bound by any affirmation, assent, or agreement you transmit through the Platform. You agree that when in the future you click on an “I agree,” “I consent,” or other similarly worded button, check box, or entry field with your mouse, keystroke, or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.
11. Modifications. We reserve the right to revise this Agreement at any time. You agree that we have this unilateral right, and that all modifications or changes are in force and enforceable immediately upon posting. The updated version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect. We agree that if we change anything in this Agreement, we will change the “Last Updated” date at the top of this Agreement. You agree to re-visit this page on a frequent basis, and to use the “Refresh” or “Clear Cache” button on your browser when doing so. You agree to note the date above. If the “Last Updated” date remains unchanged from the last time you reviewed this Agreement, then you may presume that nothing in this Agreement has changed since the last time you visited. If the “Last Updated” date has changed, then you must review the updated Agreement in its entirety. You must agree to any updated Agreement or immediately cease use of the Platform. If you fail to review this Agreement as required to determine if any changes have been made, you assume all responsibility for such omission, and you agree that such failure amounts to your affirmative waiver of your right to review the updated terms. We are not responsible for your neglect of your legal rights.

Affiliate Agreement

Last Updated: January 29, 2023

RECITALS

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