This document forms part of a legally binding agreement between you and Parpera Australia Pty Ltd ACN 47 641 580 743. In addition to any express acceptance by you of this document (e.g. by clicking on an “Agree and continue” or similar button on our App), you also agree that your use of our App or any of our Services constitutes acceptance of this Agreement.

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1. Supply of services

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1.1 Supply by us

We will provide our Services to you from as soon as is reasonably practical after the date of this Agreement until the end of the Term.

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1.2 Changes to our App or our Services

From time to time we may modify our App or Services (including by making additions or deletions) without notice to you. We do not ordinarily intend to reduce the functionality of our App or Services as a result of any change but may do so.

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1.3 Aligned Providers

Our services include facilitating the provision to you of certain aligned products (such as payment services) by third parties aligned with us. We facilitate the provision of those Aligned Products to you, but they are provided to you by the Aligned Providers under separate agreements between you and each of the Aligned Providers. 

We do not supply the Aligned Products to you. Without limiting the foregoing, in providing our App and Services to you we are not an Account Provider and we do not at any time hold any of the relevant funds on your behalf. You acknowledge that we may receive commissions from Aligned Providers in relation to your acquisition or use of Aligned Products.

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1.4 Invoice payment service

One of the Services that we provide is the provision of a hyperlink or QR code (Payment Link) for you to send to your customers or other third parties (Recipients). We may also include the Payment Link in invoices that we prepare and issue to Recipients on your behalf at your request.  The Payment Link is a link to a parpera.biz webpage relating specifically to the relevant requested payment or invoice, which can be paid via the webpage using payment services provided directly to you by Stripe Payments Australia Pty Ltd ACN 160 180 343 (Stripe), being an Aligned Product.  The payment services are provided to you by Stripe as one of our Aligned Providers. You authorise us, on your behalf, to provide the webpage and procure the payment services from Stripe (Invoice Payment Service). 

You must not use the Invoice Payment Service:

1. in any way that breaches this agreement or any agreement between you and Stripe;
2. for any activity that is expressly prohibited, including those activities listed by Stripe as restricted businesses; or
3. to invoice any person for, or request payment from any person of, any amount (Invoiced Amount) that legally is not currently payable to you at the time or where doing so is fraudulent, unlawful, deceptive or abusive.

You must indemnify us against any amount charged to us by Stripe, or for which we become liable to Stripe, as a result of or in connection with you breaching any of the above obligations, and in any event against any refund, chargeback or other amount for which we become liable to Stripe (including under any indemnity) in relation to any payment made to you through use of the Invoice Payment Service or any related dispute or claim.

We do not provide any warranty or guarantee of any kind in relation to payment of any Invoiced Amount, including as to whether or not the Invoiced Amount will be paid or any such payment subsequently being reversed, subject to a refund or chargeback or legally voided. We are not responsible in any way for any goods or services to which any Invoiced Amount relates and you must indemnify us against any claim against us relating to those goods or services (including legal costs on an indemnity basis).

You must submit directly to Stripe (and not to us) any query or complaint in connection with the payment services provided by Stripe as part of the Invoice Payment Service, including in relation to any specific payment, refund or chargeback.

It is solely your responsibility to ensure that all details provided to Stripe or us for the purposes of creating your account with Stripe, or using the Invoice Payment Service, are correct (including your bank account details and the amount of each Invoiced Amount).  We are not obliged to vet the details in any way.

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2. Fees

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2.1 Amount

You must pay our Fees. The Fees are exclusive of GST unless stated otherwise. If GST applies, then the amount payable will be increased by the amount of GST.

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2.2 Payment

You must pay our Fees in accordance with the payment timing specified in your Registration. Where you provide credit or debit card details in relation to payment of a Fee, you authorise us to charge any other Fee that becomes payable during the Term to that card on or after the date that the Fee becomes payable (including periodic membership Fees). If all applicable cards for which you have provided details have expired or been cancelled then you must promptly update your Registration to provide details of an alternative card.

If you do not make a payment when due you must reimburse us for all debt collection costs and expenses (including legal fees) incurred in connection with seeking or obtaining payment.

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3. Your practical obligations

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3.1 General obligations

During the Term you must:

(a) comply with all reasonable directions that we provide in relation to our App or Services (including in each case any user guidelines);

(b) comply with all Laws applicable in any way in relation to use of our App or Services or use of our App;

(c) not allow any other person to access the use of our App or Services in your name;

(d) not use our App or Services, or permit our App or Services to be used (directly or indirectly) in your name, to commit, or cause to be committed by any person, any offence or wrongful act or omission (including fraud);

(e) circumvent, or attempt to circumvent, any form of security measure or access control contained in our App or Services;

(f) not do or permit to be done, any act which could damage our reputation.

(g) not use, or attempt to use, our App or Services in order to make or request any Prohibited Payment;

(h) promptly provide to us all reasonable assistance, access, documents, information and instructions requested by us (including in relation to any payment or attempted payment via our App or Services or via any Aligned Provider, or for any related investigation by us) and we are entitled to rely upon them without any obligation to query or verify them. You must ensure that all documents, information and instructions provided are not ambiguous, inconsistent, imprecise or incomplete, and Services provided in literal compliance with them will be deemed to have been properly performed;

(i) comply with all applicable agreements, rules and policies applicable between you and any Aligned Provider;

(j) immediately notify us of any change to your financial position (including any Insolvency Event that occurs or is likely to occur) that may affect your ability to perform your obligations under this Agreement; and

(k) not change the name of your business or ownership of your business, or the nature of the goods or services you sell, without giving us reasonable prior notice.

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3.2 Content standards

You must not submit Content via our App that:

(a) is illegal, offensive, racist, sexist, discriminatory or otherwise harmful to others. This includes content that is harassing, inappropriate, or abusive or appears intended or likely to incite disputes;

(b) is pornographic, obscene or otherwise not safe for work (NSFW);

(c) violates the law, infringes anyone’s intellectual property rights, violates anyone’s privacy or confidentiality, or breaches agreements you have with others;

(d) contains malicious computer code, such as computer viruses or spyware; or

(e) you don’t have the right to disclose, including others’ confidential information.

To the extent that any Content you submit via the App includes personal information about an individual, you warrant that you have obtained the relevant individual’s consent to disclose it to us.

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3.3 Accurate information

You warrant on an ongoing basis that all information that you provide (or have provided) to us (including in your Registration and in any changes you make or request to your Registration) is and remains complete, accurate, current, true and not misleading or deceptive. You can request any necessary changes to your Registration via the App or by notifying us via our contact details in clause 8.

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3.4 Security

We will:

(a) register, or provide you with, a user ID and corresponding passcode;

(b) utilise the embedded access control on your device (e.g. passcode or biometric); or

(c) provide you with an access code,

and together the above are the “Login” for your use or activation of our App and Services.

You must keep the Login (or any device while logged on or unlocked using the Login) secure and notify us immediately upon becoming aware that the Login or device may be lost or stolen, or becoming aware or suspecting that another person knows the Login, or has used the Login, without your authority.

You are liable for, and we may rely upon, all instructions, approvals, requests and information submitted to us using the Login, even if the information or request is submitted by a person using the Login fraudulently or without your authority (except in the case of fraud by us or our personnel). Without limiting the above, we are entitled to treat all use of the Services made using the Login as use that you have authorised, you are responsible for the payment of all Fees that arise in relation to such use, and we are not liable for any payments made from any Account of yours through use of the Login.

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4. Warranties and liability

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4.1 Exclusion of other terms

To the extent permitted by law, and except as expressly provided in this Agreement, all terms, conditions, warranties and representations (in each case whether express, implied, statutory or otherwise) relating in any way to our App or Services or this Agreement are excluded.

Without limiting the foregoing, to the extent permitted by law:

(a) we do not promise you continuous or uninterrupted access to or availability of our App or Services or any of the Aligned Products;

(b) we do not warrant that our App, our Services or any of the Aligned Products will be suitable for you or your intended use of them;

(c) we are not responsible or liable for any Aligned Provider declining or refusing to make any payment or provide any other service; and

(d) we do not promise that any payment requested or approved by you through our App or using any Aligned Provider will occur within a particular time.

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4.2 General limitation of liability

Without limiting clause 4.3, and only to the extent permitted by law, any liability of ours in connection with this Agreement:

(a) under any condition or warranty that by law cannot be excluded;

(b) under any guarantee or other right under any statute; or

(c) on any other basis (including contract or negligence),

is, where permitted by law, limited at our option to the replacement, repair or resupply of the relevant goods or services or the payment of the cost of same.

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4.3 Exclusion of specific categories of loss

The following applies only to the extent permitted by law. We exclude all liability in respect of any indirect or consequential loss suffered or incurred by you, in relation to our App or Services, any delay or failure in providing them, or otherwise under or in connection with this Agreement, and in any event (including where amounting to a direct loss) for any lost profits, revenue, goodwill or data, any loss of interest earned on any account of yours, any interest or fee charged to you by any person and any corrupted data, in each case even if we knew or should have known of the possibility of such loss, corruption, interest or fee.

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4.4 Maximum liability

Without limiting the above, and only where permitted by law, our maximum aggregate liability to you on any basis (whether in contract, tort, under statute or otherwise) arising in any calendar month in connection with our App or Services or this Agreement is limited to the total amount paid by you to us in respect of that calendar month.

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4.5 Deadlines

We will use reasonable endeavours to satisfy any dates specified in relation to provision of our Services. To the extent permitted by law, however, we exclude any liability to you for any failure to satisfy any date, and in any event the other provisions of this clause 4 will apply to any such liability.

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4.6 Things outside our control

To the extent permitted by law, we exclude all liability in relation to any fault or failure in the availability of our App or supply of the Services involving any act, omission or event outside our reasonable control, including any equipment failure, power failure, fire, flood, water, labour dispute or shortage, utility curtailment, explosion, emergency, epidemic or pandemic, civil disturbance, war, act of God, governmental action or act or omission of any supplier or other person. If we become aware of any such fault or failure, we will use reasonable endeavours to address it.

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5. Termination and suspension

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5.1 Termination without cause

You may at any time, without any reason, terminate the Agreement with effect at the end of the current period for which you have paid a membership Fee (or at the end of the relevant trial period if you have not paid a membership Fee), by giving us at least 3 Business Days’ prior written notice. We may at any time, without any reason, terminate the Agreement by giving you at least 30 days’ prior written notice.

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5.2 Termination for cause

Either you or we may terminate the Agreement with immediate effect by notice to the other if either:

(a) the other party remains in unremedied breach of the Agreement after 30 days’ notice from the terminating party specifying reasonable details of the breach; or

(b) the other party is, or becomes, the subject of any Insolvency Event.

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5.3 Suspension for cause

Without limiting clause 5.2, we may, with immediate effect by notice to you, suspend the provision of any or all of our Services to you, or your use of our App or access to an Account or other Aligned Product provided by an Aligned Provider, if:

(a) any amount payable by you to us (whether under this Agreement or otherwise) is overdue; or

(b) you are in breach of this Agreement and the breach is not remedied within 30 days of a written notice to you that specifies reasonable details of the breach and requires it be remedied.

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5.4 Services affected by an Aligned Provider

From time to time we may, with effect from any time notified to you by us, suspend or terminate the provision of any or all of our Services to you to the extent that in our opinion:

(a) it has or will become impossible or impractical to provide the relevant Services due to any of the following occurring (or we are notified by the relevant Aligned Provider, or otherwise become aware, that any of the following will occur):

(i) an Aligned Provider ceases, suspends or curtails its provision of a corresponding Aligned Product to you; or

(ii) an Aligned Provider ceases, suspends or curtails its provision of services or data to us, or the receipt or acceptance of instructions from us, in relation to them providing a corresponding Aligned Product to you; or

(b) an Aligned Provider is the subject of any event that materially adversely affects its reputation, brings into question the financial viability of the Aligned Provider or reveals or suggests the existence of fraud within the Aligned Provider.

If we suspend or terminate a Service under this clause 5.4 then we may offer you a replacement Service in relation to a replacement Aligned Product or Aligned Provider, subject to you agreeing to any applicable terms and conditions that we or the Aligned Provider propose.

If we notify you of the termination of all of our Services under this clause 5.4 then this Agreement will be deemed to have been terminated.

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5.5 Effect of termination

The termination of this Agreement will not affect the accrued rights of either party as at the date of termination. Clauses 4 to 10 will survive the termination of this Agreement, as will any other provision that by its nature is intended to survive termination.

By or immediately after termination of this Agreement you must notify us of the full details of an alternative Account to which any funds held in an Account provided to you by an Aligned Provider can be transferred. You hereby authorise us to provide those details to the relevant Aligned Provider and to instruct the Aligned Provider to transfer your funds to that alternative Account and agree to any or all Aligned Providers terminating their agreements with you under which they provide the relevant Aligned Products once the transfer is complete.

For the avoidance of doubt, no periodic membership Fees paid in advance are refundable upon any termination of this Agreement, except where both:

(a) you have paid the Fee for more than one month in advance; and

(b) either we terminate this Agreement under clause 5.1 (without cause) or you terminate this Agreement under clause 5.2 (with cause),

in which case we will refund part of the Fee pro rata to the part of the period paid in advance remaining after the date that termination takes effect. The refund will be credited to the credit or debit card that you used to pay the Fee.

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6. Changes to this agreement

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Subject to any limits imposed by law, we may amend this Agreement (including the applicable Fees) in any way at any time. We will notify you via email and via our App when you next use it. In each case the notice will state when the amendment takes effect.

We warrant that no amendment will take effect earlier than 30 days after the date of the relevant notice. The effective period of notice of an amendment may be less than 30 days if you do not check your email or use our App during part or all of the notice period.

Your continued use of our App or Services constitutes your acceptance of any amendment of this Agreement. If an amendment is unacceptable to you then you may terminate this Agreement in accordance with clause 5.1. We may suspend your use of our App and our Services if you are prompted to accept an amendment in our App but do not accept it by the date that the amendment is scheduled to take effect.

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7. Privacy

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7.1 Privacy Policy

Amongst other things, our Privacy Policy sets out when and how we may collect, store, use or disclose information that we hold about you (including any Content that you submit or post via our App).  You consent to us doing so.  We will comply with our Privacy Policy and any obligations that we have under the Privacy Act.  When we amend our Privacy Policy, clause 6 of this Agreement will apply to both you and us as if the Privacy Policy were part of this Agreement.

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7.2 Sharing of information

Despite anything in our Privacy Policy, you authorise us to:

(a) obtain from any Aligned Provider, and for each Aligned Provider to disclose to us, any and all information they hold about you or any transaction effected by you with or through the Aligned Provider; and

(b) disclose any and all information we hold about you, or about your transactions via our App or Services or via an Aligned Provider, in the following circumstances:

(i) to any Aligned Provider - for any purpose related to the provision of the corresponding Aligned Product, including for card fraud detection purposes;

(ii) to any state or federal law enforcement or regulatory agency, whether or not we have been requested by that agency to provide such information - where we have reasonable grounds to believe that either you are involved in dishonest or criminal activity, are a victim of such activity, may have information relevant to an inquiry into such activity or have experienced a data breach; and

(iii) to any person - where the law requires or permits us to do so.

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8. Notices

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Any notice or other written communication given under or in connection with this Agreement by either you or us to the other must be sent:

(a) by ordinary prepaid mail or email to the corresponding address below, unless either party notifies the other of a change of the relevant address; or

(b) via our App using any written notification or written chat functionality, or inbuilt user action (such as an option to end your membership).

Notices by us to you by mail or email will be addressed as set out in your Registration.

Notices by you to us by mail or email must be addressed to:

Mail: Mezzanine, 388 George Street, Sydney, NSW, 2000, Australia

Email: support@parpera.com

You must ensure that at all times the email address applicable to you under this clause is current, and endeavour to ensure it is operational.

An email will be taken to have been served at the time of sending, unless within 24 hours of it being sent the sender receives a manual or automated response indicating that it was not delivered successfully.

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9. Miscellaneous

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9.1 Nature of relationship

The relationship between you and us is that of independent contracting parties. Despite any reference to you having a membership, no employment, partnership, fiduciary or shareholder relationship, or other incorporated or unincorporated joint venture, co-operative, mutual or other association or organisation, will arise between you and us as a result of this or any related agreement.

You appoint us as your agent solely to the extent (if any) necessary or desirable for us to provide the intended functionality of our App or perform our Services. Except for the obligations expressly set out in this Agreement, all other obligations of ours (in law or in equity) to you as your agent that would otherwise apply are excluded to the extent permitted by law.

As no Aligned Provider is a party to this Agreement, the benefit of rights and provisions in this Agreement that are expressed as applying to Aligned Providers is held by us in trust for, and for the benefit of, the Aligned Providers.

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9.2 Intellectual property

All intellectual property (including copyright) in anything provided to you in connection with this Agreement (including our App) will remain our property.

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9.3 Assignment and subcontracting

You must not transfer or assign your rights or obligations under this Agreement to any other person except with our prior written consent, such consent not to be unreasonably withheld. We may subcontract any of our obligations under this Agreement but will remain responsible for the performance of those obligations.

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9.4 Entire agreement

This Agreement constitutes the entire agreement between you and us in relation to its subject matter. Any prior arrangements, agreements, representations or undertakings are superseded and, except as expressly provided, each party warrants that it has not relied on any arrangement, agreement, representation or understanding which is not expressly set out in this Agreement or incorporated by reference.

The following do not form part of this Agreement

(a) the End User Licence Agreement applicable to our App; and

(b) the terms and conditions applicable to our website and community page.

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9.5 Applicable law

This Agreement is to be construed according to, and is governed by, the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts in and of New South Wales in relation to any dispute arising under this Agreement.

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10. Interpretation

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10.1 Dictionary

In this Agreement the following terms have the corresponding meaning:

Account means a financial account held by you with an Account Provider.

Account Provider means a financial institution (i.e. a bank, authorised deposit taking institution or other third party) that provides a financial account to or from which the relevant account holder can credit or debit funds. An Aligned Provider may be an Account Provider.

Agreement means the contract of which this document forms part.

Aligned Products means any goods or services provided to or for you by an Aligned Provider.

Aligned Provider means a third party that provides goods or services to or for you in connection with our App or Services, under an agreement that may be facilitated by us but is between you and the third party (including where we act as agent or representative for the third party).

App means our mobile device application, and all included programs, data, user interfaces and printed or electronic documentation

Business Day means a day on which the major trading banks are open for ordinary business in Sydney, excluding a Saturday, Sunday or any public holiday in Sydney.

Content means any information, data, documents, pictures, graphics, video, audio, text or other content, in each case in any form.

Fees means:

(a) our monthly or other recurring periodic membership fees, subject to any discount or trial period applicable to you;

(b) any other fees, charges, interest or other amounts described or referred to in your Registration; and

(c) in relation to the Invoice Payment Service (see clause 1.4) a fee of 0.5% of the gross amount of the payment to you (in addition to the fee charged by Stripe, which is described here),

in each case as varied from time to time under clause 6.

Insolvency Event means the happening of any of these events:

(a) in respect of an individual - the individual becomes an insolvent under administration as defined in the Corporations Act; or

(b) in respect of a body corporate – it is deregistered or resolves to apply to be deregistered, an order is made that it be wound up, a liquidator, provisional liquidator, receiver, manager, receiver and manager, controller, trustee or administrator is appointed over it or any of its assets, an application is made to a court, or meeting is proposed, to do any of the foregoing, it enters into an arrangement with its creditors or seeks to obtain protection from its creditors or it resolves to wind itself up.

Laws means all applicable laws, regulations, standards, codes, orders and directions, including those issued by any governmental authority.

Parpera (or we or us) means Parpera Australia Pty Ltd ACN 641 580 743.

Registration means the details applicable to you (including your name):

(a) in the application completed by you on our App in relation to use of our App and Services; and

(b) in the “Profile and Settings” section of our App,

subject to any subsequent amendments agreed between you and us from time to time.

Services means the services that we offer from time to time, including:

(a) services provided through use of our App (including the provision of interfaces to Aligned Products);

(b) the provision of the data that is displayed in our App; and

(c) any other incidental or related services that we provide (including the provision of any advice or information),

but excludes any Aligned Products (as those are provided by the relevant Aligned Providers).

Term means the term of this Agreement, being the open-ended period from the date that we enter into this Agreement with you until the date that this Agreement is terminated by you or us in accordance with clause 5.

you means the person described in your Registration.

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10.2 Rules of interpretation

In this Agreement:

(a) words importing any gender include the other genders;

(b) headings are inserted only for convenience and do not affect interpretation of this Agreement;

(c) ”including” and similar expressions are not words of limitation;

(d) words importing the singular include the plural and vice versa;

(e) references to persons include corporations;

(f) references to writing include any mode of representing or reproducing words in visible form, and include email and other forms of electronic messaging; and

(g) a provision must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of this Agreement or the inclusion of the provision in this Agreement.

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