WISEcode LLC Terms of Use

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Welcome to WISEcode LLC (“WISEcode”). WISEcode is an information services company that provides factual commercial and nutritional information about foods, beverages and supplements as well as comparison of products. Our objective is to provide transparent, correct information without opinion or endorsement. We have no involvement with or ownership interest in any of the businesses mentioned on our Site, and nothing on the Site is meant to imply an endorsement of such businesses.

 

By accessing or using the Services, including accessing WISEcode’s websites or networks, you agree to be bound by these Terms of Use (“Terms”). If you do not agree to the Terms, you may not access or use the Services. If you are agreeing to the Terms on behalf of another entity, you represent that you have the authority to agree to the Terms on behalf of such entity and that such entity and its Affiliates also agree to the Terms. If you do not have such authority, or such entity does not agree with the Terms, you and they may not use the Services. Capitalized terms not otherwise defined herein shall have the meaning defined in Section 9 (Definitions).

 

The following terminology applies to these Terms, Privacy Statement, and any or all Agreements: “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. The “Company”, “Ourselves”, “We”, “Our” and “Us”, refer to WISEcode. “Party”, “Parties”, or “Us”, refers to both You and Ourselves. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.

 

1. Overview of Services

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1.1 Platform and Registration

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You must complete the registration process in order to gain access to the Services. Upon successful completion of the registration, WISEcode grants you a non-exclusive, personal, non-transferable, limited, non-sublicensable, license to use the Services in accordance with the Terms. When you register as a User of the Services you will have access to the basic functionality of the WISEcode Platform free of charge.

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2. Intellectual Property

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2.1 Intellectual Property Rights and Obligations

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WISEcode respects your Intellectual Property rights. Unless otherwise allowed under the Terms, you retain all rights in and to your Content, provided that you grant WISEcode a limited non-exclusive, worldwide, fully paid-up, royalty-free, license to access and use your Content in accordance with the Terms solely in connection with providing the Services. WISEcode grants you a limited trademark license so you can reference that you are a customer of WISEcode or its Services. To that end, WISEcode grants you a limited, non-exclusive, royalty-free, non-transferable license to display authorized WISEcode trademarks for that limited purpose. The use of any WISEcode mark is conditioned upon adherence with any applicable WISEcode Trademark User Guidelines, and is subject to WISEcode’s review and approval. Any goodwill that is derived from the use of WISEcode’s marks shall inure to the benefit of WISEcode.

Except as expressly granted in the Terms, WISEcode retains all rights, title, and interests in and to the Services and all of its Intellectual Property related thereto, subject only to the limited license to access and use the Services as provided hereby. Any suggestions or Ideas that you provide to WISEcode that relate solely to the improvement of the Services shall be the sole property of WISEcode, including all Intellectual Property therein. All feedback shall be deemed non-confidential.

 

2.2 Third-Party Content and Software

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Any third-party materials, including data, documentation, white papers, software, and algorithms available for use through the Services ("Third-Party Content") are the property of the owner of that Third Party Content, or its licensors or suppliers. The use of some Third-Party Content may be offered under the terms of one or more end-user license agreement or other agreement or license and you agree that the use by you is subject to the terms and conditions of any such agreement or license. WISEcode disclaims all liability with regard to your or any third party’s use of Third-Party Content.

 

2.3 Limitations of Use

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You may use the Site and Services only for other purposes authorized in the Terms. Neither You nor any User may: (a) copy, modify or reproduce the Services; (b) modify or created derivative works of the Services; (c) remove, alter or deface any legends, restrictions, product identification, copyright, trademark or other proprietary notices from or in the Services; (d) reverse engineer any aspect of the Services; or (e) conduct Data Scraping on the Site.

 

2.4 Copyright Claims

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WISEcode abides by the United States Digital Millennium Copyright Act (“DMCA”). If WISEcode is notified or suspected of unauthorized use, WISEcode may remove or disable access to such Content residing on or within the Services.

To file a notice of infringing material (a "DMCA Notice"), please provide a written notification containing the following details to WISEcode:

 

A. A clear and accurate description of the work claimed to be infringed, containing sufficient detail to enable us to Identify the work;

 

B. The uniform resource locator (URL) where the material you claim is infringing on our Services, or a description of the location of such materials sufficient for us to locate them;

 

C. Your contact Information so that we can contact you (for example, your address, telephone number, email address);

 

D. A statement that you have a good faith belief that the use of the material identifies is not authorized by the copyright owner, its agent, or the law; and

 

E. A certification, under penalty of perjury, that the DMCA Notice is accurate, signed (either electronically or physically) by the copyright owner or the copyright owner's legal representative.

 

Before you file your DMCA Notice, please note that if you file a DMCA Notice where there is no Infringing use, you could be liable for costs and attorneys' fees. If you are unsure whether someone's use of your copyrighted materials amounts to infringement, please contact an attorney.

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3. Obligations of the Parties

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3.1 Privacy

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WISEcode takes it obligations to protect your privacy seriously. Our policy relating to the collection and use of your information is available at http://bars.wisecode.ai/privacy_policy.

 

3.2 Confidentiality

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Each party may learn of or have access to confidential, trade secret, or proprietary information concerning the other party or third parties to whom the other party has an obligation of confidentiality (“Confidential Information”). All Intellectual Property related to the Services is WISEcode Confidential Information. Confidential Information shall also include any information, whether disclosed verbally, electronically or by written communication, regarding either party’s fees and pricing, business information, financial information, employee information, information regarding new products, marketing plans, business plans, customer names and lists, or any other information that by its nature would be understood by a reasonable person to be proprietary or confidential.

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Each party agrees that it will: (a) use the other party’s Confidential Information only as necessary to perform its obligations, or receive the Services under this Agreement; (b) treat the other party’s Confidential Information as confidential and proprietary and will not disclose such information to any third party without the prior written consent of the other party; (c) take at least such precautions to protect the other party’s Confidential Information as it takes to protect its own Confidential Information; (d) upon termination or expiration of the Terms, unless otherwise required by Regulation, each party will return to the other party or certify as destroyed all tangible items containing any of the other party’s Confidential Information which are then held by that party or its employees, agents or contractors; and (e) notify the other party if it becomes aware of any unauthorized use or disclosure of the other party’s Confidential Information. Each party shall be responsible for any breach of its confidentiality obligations by its respective employees, agents or contractors. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that in the event WISEcode’s Confidential Information is used in a manner that is not explicitly authorized in the Terms, or in a manner that violates the Terms, WISEcode shall be entitled, without waiving other rights or remedies, to seek injunctive or equitable relief as WISEcode may request in any court of competent jurisdiction, without the need to post a bond. If either party believes it is required by law or by a subpoena or court order to disclose any of the other party’s Confidential Information, it shall promptly notify the other party, if permitted, and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief prior to any disclosure.

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3.3 Community Conduct

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To preserve the quality and security of the Services, you are responsible for your conduct while accessing

or using the Services, and for refraining from certain conduct. Use of the Services in the following ways is prohibited: (a) any use that is defamatory, deceptive, obscene, or otherwise inappropriate; (b) uses that violate or infringe upon the rights of any other person, including Intellectual Property rights, such as unauthorized distribution of copyrighted material; (c) “spamming,” sending unsolicited bulk e-mail or other messages on the Services or sending unsolicited advertising or similar conduct; (d) threats to or harassment of another; (e) impersonating another person or other misrepresentation of source; (f) intentionally distributing viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (g) monitoring, crawling, caching, or scraping another system without authorization, or doing so in a manner that impairs or disrupts the system being so utilized; (h) perform Denial of Service attacks or otherwise interfering with the proper functioning of a system including any deliberate attempt to overload a system by mail/news bombing, broadcast attacks, or flooding techniques; (i) interfering with another user’s enjoyment of the Services; (j) using the Services in connection with illegal peer-to-peer file sharing; (k) carrying out any money laundering activities or other prohibited transfers of value, or; (l) assisting or permitting any person in any of the prohibited activities described in this Section. Your access to the Services may be terminated immediately, without notice, if WISEcode, in its sole determination, believes you have breached these conduct obligations.

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3.3 Fees and Payments

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A. Fees. Platform Subscription fees may apply to your access to the Services.

 

B. Subscription Periods. The minimum period for any subscription is one full calendar month. New subscriptions will be charged at the start of the first full month after the subscription is initiated, and the first payment will include a pro-rata charge for the initial partial-month.

 

C. Cancelations. You may cancel a Platform Subscription at any time. If you cancel your Platform Subscription prior to the end of the month, your cancellation will take effect immediately; however no refunds will be made for unused portion of that month.

 

D. Pricing Changes. In the event that Platform Subscription fees for Services are revised, you will be given a minimum of one month’s notice of the pricing change to provide you the opportunity to cancel the subscription if you do not agree to the revised pricing. If you do not cancel the subscription before the revised fee takes effect, you will be automatically charged the revised fee from the effective date of the change.

 

E. Payment. Payment for your Subscription to the Services must be made by credit card. You must provide valid and complete credit card information (“Credit Card Account”) via the WISEcode Platform and you agree that WISEcode may charge the Platform Subscription fees and any other fees to which you become obligated to the credit card that WISEcode has on record. Any failure to provide valid and sufficient information to charge your card may result in the termination of your rights to use or access the Services and termination of your Account.

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4. Termination

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4.1 Termination for Breach

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In the event WISEcode determines in its sole discretion that: (a) a breach of Section 2.3 (Limitations of Use), Section 3.1 (WISEcode Privacy Policy Terms), Section 3.2 (Confidentiality), or Section 3.3 (Community Conduct) has occurred; or (b) a material breach of the Terms has occurred and not been cured within 30 days from notice of such breach, then WISEcode may, upon notice, terminate your access to the Services.

 

4.2 Termination for Inactivity

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WISEcode reserves the right to suspend or terminate the access of any User to the Services If such User has been inactive for more than 30 days.

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4.3 Effect of Termination

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Termination for any reason will not affect any fees owed to WISEcode under the Terms. Immediately upon termination, for any reason, WISEcode may delete your User registration and all your data without notice.

 

5. Warranties

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5.1 Authority

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You warrant that you have the authority to enter into this Agreement and that you have the right and authority to grant to WISEcode the licenses and rights set forth in the Terms.

 

5.2 Publication Services

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You warrant and represent that you or the applicable User has the rights necessary to publish Published Content, if any is Published, including all necessary Intellectual Property rights to publish such Content in accordance with the Terms.

 

6. DISCLAIMERS

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WISEcode DOES NOT CONTROL, REVIEW, REVISE, ENDORSE ANY CONTENT, AND DISCLAIMS ALL LIABILITY FOR ANY CONTENT, MATERIALS OR SERVICES OFFERED BY YOU, ANY USER OR ANY THIRD PARTY AND DISCLAIMS ALL LIABILITIES, REPRESENTATIONS AND WARRANTIES WHATSOEVER WITH REGARDS TO THE SERVICES AND ALL CONTENT, DATA, AND THIRD PARTY CONTENT, OFFERINGS OR SERVICES OFFERED OR AVAILABLE THROUGH THE SERVICES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WISEcode DOES NOT WARRANT THAT CONTENT OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT WISEcode'S NETWORKS OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

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WISEcode DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS REGARDING THE USE OR THE RESULT OF USE OF ANY CONTENT OR THE SERVICES, INCLUDING IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE.

 

TO THE FULLEST EXTENT AVAILABLE UNDER LAW, IN NO EVENT WILL WISEcode, ITS EMPLOYEES, ATTORNEYS, MANAGERS, OFFICERS, DIRECTORS, AFFILIATES, OR AGENTS BE LIABILE FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDEING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE, AND BUSINESS, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, INCLUDING NEGLIGENCE, STATUTE, EQUITY, PRODUCT LIABILITY, INFRINGEMENT OF ANY PROPERTY RIGHT, INCLUDING INTELLECTUAL PROPERTY RIGHTS, MISAPPROPRIATION, FUNDAMENTAL BREACH, OR OTHERWISE, ARISING FROM OR RELATED TO THESE TERMS, THE SERVICES, CONTENT OR DATA, REGARDLESS OF WHETHER OR NOT WISEcode OR ANY OTHER PARTY OR PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

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WISEcode SHALL NOT BE LIABILE FOR ANY DAMAGES RELATED TO THE LOSS OF OR DAMAGE TO ANY DATA OR CONTENT WHETHER OR FOR THE UNAVAILABILITY OF DATA OR CONTENT INCLUDING BUT NOT LIMITED THE UNAVAILABILITY OF THE SERVICES.

 

WISEcode DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC PRODUCT OR INFORMATION THAT MAY BE AVAILABLE ON OR THROUGH THE SERVICES. THE USE OF THE CONTENT BY YOU OR ANY USER IS AT YOUR RISK OR THEIR RISK.

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7. Limitation of Liabilities

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Except for liability arising out of your indemnification obligations, in no event shall either party’s total liability to the other for all damages (other than as may be required by applicable law) exceed the lesser of the actual damages, or the total amount payable by you under the Terms during the six-month period immediately prior to the occurrence of the event giving rise to the Claim. The foregoing limitations will apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise, and even if: (a) the above stated remedy fails of its essential purpose; (b) a party was advised in advance of the possibility of such damages; or (c) such damages were foreseeable. You agree that WISEcode has entered into the Terms with you in reliance upon the disclaimers of warranties in Section 6, and this Section 7 (Limitations of Liabilities), and that they accurately reflect the agreed-upon allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that without limitation Sections 6 and 7 are essential parts of the basis of the bargain between us.

 

8. General Terms.

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8.1 Choice of Law and Venue

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The Terms will be governed by and construed exclusively in accordance with the laws of the State of Illinois, without regard to principles of conflicts of law. Any legal action or proceeding arising under the Terms, or otherwise arising out of the relationship of the parties, will be brought exclusively in the federal or state courts located in Cook County, Illinois, and the parties hereby consent to personal jurisdiction and venue therein.

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8.2 Individual Basis

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To the extent allowed by law, you and WISEcode agree that any proceedings to resolve or litigate any dispute, whether in arbitration, in court, or otherwise, will be conducted solely on an individual basis, and that neither you nor WISEcode will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which you or WISEcode acts or proposes to act in a representative capacity. You and WISEcode further agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of you and WISEcode, and all parties to any such proceeding. The provisions of this section are to be enforced to the maximum extent legally available.

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8.3 Assignment

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You may not assign or otherwise transfer any of your rights or obligations under the Terms (whether by operation of law, change of control, or otherwise), except to any successor to your business by merger, acquisition, consolidation, or sale of assets, or to any entity controlling, controlled by or under common control with you, and in such a case such entity shall agree to the Terms as a condition of such assignment. WISEcode may assign or delegate the Terms, in whole or in part, to any person or entity at any time, with or without your consent.

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8.4 Severability

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If any provision, or part of a provision, of the Terms is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the remainder of that provision and all other provisions of the Terms will not be affected.

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8.5 No Third-Party Beneficiaries

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There shall be no third-party beneficiaries. Nothing in the Terms will confer any right, remedy, or obligation upon any third party.

 

8.6 No Waiver

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Any failure of a party to exercise or enforce any of its rights under the Terms will not act as a waiver of such rights.

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8.7 Expenses

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Unless specifically provided for in a separate written agreement, each party shall be solely responsible for its own expenses incurred during the performance of this Agreement, including without limitation staffing of related development, marketing, facilities, equipment, software, travel, living, or other expenses.

 

8.8 Force Majeure

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WISEcode shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental actions, pandemic, acts of terrorism, earthquakes, fires, floods or other acts of God, labor conditions, power failures, and internet disturbances.

 

8.9 Disclosure Obligations

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WISEcode may disclose your information in response to valid legal processes, such as subpoenas, search

warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. WISEcode shall not be liable for any use or disclosure of such information.

 

8.10 Complete Terms

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The Terms, including all terms and conditions, exhibits, and policies incorporated by reference or links, contain the entire agreement between the parties related to its subject matter. This agreement supersedes any prior or contemporaneous agreements or understandings between the Parties hereto.

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9. Definitions

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“Account” means an Organization’s billing and related information held by WISEcode to enable charging for the Services.

“Affiliate” means any corporation or other entity that controls, is controlled by, or is under common control with a Party. For purposes of this definition “control” means ownership of at least fifty percent (50%) or the maximum percentage, if less than fifty percent (50%), as allowed by applicable law, of the outstanding voting securities of such entity; or (b) at least fifty percent (50%) of the decision-making authority of such entity.

“Content” means all information and materials provided by you or a third party, whether in electronic form or otherwise, including but not limited to Published Content, Clinical Content, scripts, algorithms, applications, insights, data, PHI, results, code, source code, patient populations, notes, messages and documentation, that is created in, available on, accessible through, or used in conjunction with the Services.

“Data” means information, whether in electronic form or otherwise, that resides in or on the Services, provided by us, you, or a third party.

“Data Scraping” means the use of automated systems or software to extract data from WISEcode’s website.

“Intellectual Property” means patents, copyrights, trade secrets, mask works, trademarks (including trade names, logos and service marks), and confidential know-how, in each case whether registered or unregistered, and including any application(s)or registrations for any of them, and their equivalents on a world-wide basis, and all rights related to each of them.

“Organization” means an individual, company, other entity or grouping of Users that can subscribe to or publish Content on the WISEcode Platform and has established an Account (which would entail establishing a billing contact and billing information), allowing for a User to have access to the WISEcode Platform.

“Privacy Policy” means WISEcode’s current privacy policy available on WISEcode’s website at http://bars.wisecode.ai/privacy_policy.

“Published Content” means any Content that a Publisher makes available through the WISEcode Platform.

“Publisher” means a person or entity that publishes Content on the WISEcode Platform.

“Services” means, collectively, the services and offerings available from WISEcode, including those provided through the WISEcode Paltform.

“Subscriber” means a person or entity that has purchased a Subscription.

“Subscription” means the agreements for a User to have access to Published Content or the Platform.

“User” means any individual or entity that has registered to use the Services and who is subject to the Terms.

“WISEcode Platform” means services and platform operated by WISEcode.

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This Terms of Use Agreement was updated July 1, 2022.