224 lines
9.9 KiB
Plaintext
224 lines
9.9 KiB
Plaintext
Way to the Web Product License
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LICENCE TERMS AND CONDITIONS
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1. LICENCE
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1.1 Way to the Web Limited of 73, Donaldson Way, Woodley,
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Reading, Berkshire, RG5 4XL ("Way to the Web") hereby grants
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you a non-exclusive, non-transferable licence to download and
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use (the "Product") and the accompanying documentation (the
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"Documentation") on the following terms.
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1.2 The copyright and all other rights in the Product and the
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Documentation remain with Way to the Web.
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2. ACCEPTANCE
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You are deemed to have accepted the terms and conditions of this
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Licence by downloading the Product.
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3. SCOPE OF LICENCE
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3.1 You shall not:
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3.1.1 modify, adapt, merge, translate, decompile,
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disassemble, or reverse engineer the Product, except as
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permitted by law; or
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3.1.2 sell, assign, rent, sub-license, loan, mortgage,
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charge or otherwise deal in any way in the Product or
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Documentation or any interest in them except as expressly
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provided in this Licence.
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4. DURATION OF LICENCE
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4.1 This Licence shall commence on the date hereof and, subject
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to other terms of this Licence, shall continue thereafter for as
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long as you continue to use the Product.
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4.2 This Licence shall terminate automatically if you fail to
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abide by any of its terms.
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4.3 Upon termination of this Licence you shall destroy the
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Product and the Documentation and shall erase all copies of the
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Product under your control and stored on any medium.
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5. WARRANTIES AND REMEDIES
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5.1 Way to the Web warrants that for a period of 90 days from the
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date that the Product is downloaded, it will provide the facilities
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and functions set out in the Documentation when properly used and
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further, that the Documentation will provide adequate instruction to
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enable you to make proper use of such facilities and functions.
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5.2 The said warranty shall be subject to you complying with
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your obligations hereunder and to there having been made no
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alterations to the Product by any person other than Way to the Web.
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When notifying a defect or error you shall (so far as you are able)
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provide Way to the Web with a documented example of such defect or
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error.
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5. 3 Way to the Web shall have no liability or obligations under
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the said warranty other than to remedy breaches thereof by the
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provision of materials and services within a reasonable time and
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without charge to you. If Way to the Web shall fail to comply with
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such obligations its liability for such failure shall be limited as
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specified in Clause 6. The foregoing states the entire liability of
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Way to the Web, whether in contract or tort, for defects and errors
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in the Products and the Documentation.
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5.4 You acknowledge that the Products have not been prepared to
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meet your individual requirements and that it is therefore your
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responsibility to ensure that the facilities and functions described
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in the Documentation meet your requirements. Way to the Web shall not
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be liable for any failure of the Products to provide any facility or
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function not specified in the Documentation
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5.5 Way to the Web does not warrant that the operation of the
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Products will be uninterrupted or error free or that all errors will
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be remedied.
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5.6 Except as expressly provided in this Licence, no warranty,
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condition, undertaking or term, express or implied, statutory or
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otherwise, as to the condition, quality, performance or fitness for
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purpose of the Products or the Documentation is given or assumed by
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Way to the Web and all such warranties, conditions, undertakings and
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terms are hereby excluded to the fullest extent permitted by law.
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6. LIABILITY
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6.1 Way to the Web will indemnify you and keep you fully and
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effectively indemnified against any loss of or damage to any property
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or injury to or death of any person caused by any negligent act or
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omission or wilful misconduct of Way to the Web, its employees,
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agents or sub-contractors or by any breach of its contractual
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obligations arising out of this Licence.
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6.2 Except in respect of injury to or death of any person caused
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by negligence (for which no limit applies) Way to the Web's
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liability to you under sub-clause 6.1 above in respect of each event
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or series of connected events shall not exceed one and a half times
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the price you paid to licence the Product.
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6.3 Notwithstanding anything else contained in this Licence, Way
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to the Web shall not be liable to you for loss of profits or
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contracts or indirect or consequential loss or damage whether arising
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from negligence, breach of contract or howsoever caused
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6.4 Way to the Web shall not be liable to you for any loss
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arising out of your failure to keep full and up-to-date security
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copies of the computer programs and data you use.
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7. CONFIDENTIAL INFORMATION
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7.1 You undertake to treat as confidential and keep secret all
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information contained or embodied in the Products and the
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Documentation which, by its nature has the necessary quality of
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confidence about it ("Confidential Information"), provided that this
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clause shall not extend to any information which is already public
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knowledge or becomes so at a future date (otherwise than as a result
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of a breach of this clause).
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7.2 You shall not without the prior written consent of Way to the
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Web divulge any part of the Confidential Information to any person
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except to:
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7.2.1 your own employees and then only to those employees
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who need to know the same;
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7.2.2 your auditors and any other persons or bodies having
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a right duty or obligation to know your business and then
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only in pursuance of such right duty or obligation;
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7.2.3 any person who is from time to time appointed by you
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to maintain your network, website or the equipment upon
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which the Product is being used (in accordance with the terms
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of the Licence) and then only to the extent necessary to
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enable such person properly to maintain such network, website
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or equipment.
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7.3 You undertake to ensure that the persons and bodies mentioned
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in paragraphs 7.2.1, 7.2.2 and 7.2.3 are made aware prior to the
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disclosure of any part of the Confidential Information that the same
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is confidential and that they owe a duty of confidence to Way to the
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Web. You shall indemnify Way to the Web against any loss or damage
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which Way to the Web may sustain or incur as a result of your
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failing to comply with such undertaking
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7.4 You shall promptly notify Way to the Web if you become aware
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of any breach of confidence by any person to whom you divulge all or
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any part of the Confidential Information and shall give Way to the
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Web all reasonable assistance in connection with any proceedings
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which Way to the Web may institute against such person for breach of
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confidence.
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7.5 The foregoing obligations as to confidentiality shall remain
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in full force and effect notwithstanding any termination of this
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Licence.
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8. INDEMNITIES
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8.1 Way to the Web shall indemnify you against any claim that the
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normal use or possession of the Products and/or Documentation
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infringes the intellectual property rights of any third party
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provided that Way to the Web is given immediate and complete control
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of such claim, that you do not prejudice Way to the Web's defence
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of such claim, that you give Way to the Web all reasonable
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assistance with such claim and that the claim does not arise as a
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result of the use of the Products and/or Documentation in combination
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with any equipment or programs not supplied or approved by Way to
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the Web. Way to the Web shall have the right to replace or change all
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or any part of the Products and/or Documentation in order to avoid
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any infringement. The foregoing states the entire liability of Way to
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the Web to you in respect of the infringement of the intellectual
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property rights of any third party
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8.2 Except to the extent caused by Way to the Web's breach of
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its obligations hereunder, or its negligent or wilful misconduct in
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connection with this Licence, and without limiting Way to the Web's
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obligations in sub-clause 8.1 above, you shall indemnify and hold
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Way to the Web harmless from any and all liability, loss and damage
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Way to the Web may suffer as a result of claims demands or judgments
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by any third party arising out of your use or operation of the
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Products, the Documentation and related output. You shall, at your
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expense, defend any such action, suit or claim against Way to the
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Web.
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9. SUPPORT
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Way to the Web's technical support staff will, between the hours of
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9.00 and 17.30 UK time Monday to Friday inclusive (except on bank and
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public holidays), endeavour to answer on-line or by email any queries
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you may have about the Product. For support please either use the
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on-line support desk or the on-line support forum given on our
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Website or in the Documentation. Any Product updates that may be
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made available by Way to the Web from time to time will be supplied
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at Way to the Web's then prevailing charges and subject to Way to the
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Web's then prevailing terms and conditions. Way to the Web does not
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guarantee backward compatibility with previous versions of the
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Product as it retains the right to add, remove or modify any feature
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or function in previous versions, at its sole discretion.
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10. OTHER SERVICES
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Way to the Web may also provide you with, at its option and subject
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to its then prevailing charges and terms and conditions, other
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services in relation to the Product, such as installation and
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consultancy services. Please contact Way to the Web at the number
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given on our Website or in the Documentation for more information
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about such services.
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11. CONSUMERS
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If you deal as a consumer as defined in the Unfair Contract Terms Act
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1977, your statutory rights remain unaffected.
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12. LAW
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This Licence constitutes the entire agreement between you and Way to
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the Web relating to the Product and the Documentation and is governed
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by and construed in accordance with the laws of England. The courts
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of England shall have exclusive jurisdiction.
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