PUBLIC OFFER
ON JOINING THE PARTNER PROGRAM AND LISTING SERVICES ON THE MARKETPLACE

Last updated: 01.09.2026

1. General Provisions
1.1. This document constitutes a public offer by Pathrest LLC (hereinafter the “Company” or “Pathrest”) to enter into a framework agreement on joining the Partner Program and using the functionality of the Marketplace with a person who meets the requirements established by the Company and accepts this Offer (hereinafter the “Partner”).

1.2. Registration and completion of the Partner questionnaire do not, by themselves, constitute conclusion of the Agreement. Following the Company’s review and approval of the Partner, the applicable version of this Offer and individual non-public Appendices are made available to the Partner in the Partner Account. Acceptance is effected by express electronic consent in the Partner Account and verification by a one-time password (OTP) sent to the Partner’s registered email address, unless the Company interface provides another equivalent method of electronic identification.

1.3. The Agreement shall be deemed concluded when the one-time password has been successfully verified and the acceptance has been recorded by the Company’s information system. No handwritten signature on a paper copy is required for conclusion of the Agreement unless otherwise required by mandatory provisions of applicable law or separately agreed by the Parties.

1.4. Individual commercial Appendices containing the tariff, Commission rate, minimum Commission, settlement model, banking parameters and other individual terms are non-public. They are made available to the Partner in the Partner Account after verification and are accepted simultaneously with the Offer or by a separate electronic acceptance if provided or amended later.

1.5. Separate acceptance of a non-public Appendix may be effected by a mandatory checkbox or confirmation button in the Partner Account, an email reply containing express consent, an electronic signature, or another method that reliably establishes the content of the accepted document and the Partner’s expression of will. Until such acceptance, the Company may restrict publication of Offers, acceptance of Orders or settlement functionality for which the relevant Appendix is required.

1.6. After registration, the Company may send the Partner an electronic notice containing a link to the public Offer and attach the non-public Appendices. The absence of an attached copy of the public Offer does not affect its acceptance if the fact of consent and the applicable version can be confirmed by electronic data.

1.7. The Company may retain data evidencing acceptance of the Offer and Appendices, including the date and time, Partner identifier, document version, fact of ticking a mandatory checkbox, email address, Partner Account information and other technical data to the extent permitted by law.

1.8. This Agreement governs relations connected with the listing and sale of the Partner’s own Services through the Marketplace. Cooperation under API distribution, white-label arrangements, the provision of access to the Pathrest database to third-party travel websites and other B2B models, whether already in operation or implemented in the future, is governed by separate agreements, appendices and/or technical terms, unless this Agreement expressly provides otherwise.

1.9. The actual implementation of cooperation under the specified B2B models does not, by itself, extend the terms of this Offer to such relations or require an amendment to this Offer, unless expressly provided by the relevant separate agreement, appendix or technical terms.
2. Terms and Definitions
2.1. Company / Pathrest — Pathrest LLC.

2.2. Website — www.pathrest.am, including related pages, subdomains, Accounts, forms, application programming interfaces and other related digital resources of the Company.

2.3. Marketplace — the functional part of the Website that enables Partners to list their own Service offers and Clients to search for, select and book such Services.

2.4. Partner — an individual, sole proprietor, legal entity or other person entitled under applicable law to provide the relevant type of Services and admitted by the Company to the Marketplace.

2.5. Client — a User who has made or intends to make a Booking for a Partner Service.

2.6. Offer — information about a Partner Service presented on the Website and containing a description, price, dates, restrictions, cancellation terms, payment methods and other applicable information.

2.7. Partner Service — a service that the Partner independently forms, organizes, offers and/or actually provides to the Client.

2.8. Booking — a Client’s request to purchase or reserve a Partner Service.

2.9. Order — a confirmed Booking.

2.10. Prepayment — a portion of the Service price payable before commencement of the Service.

2.11. Company Commission — Pathrest’s remuneration payable by the Partner or withheld by the Company from funds received in respect of the relevant Order.

2.12. Net Amount — the amount payable to the Partner after deduction of the Company Commission and other agreed amounts.

2.13. Partner Account — an electronic interface through which the Partner may manage its data, Offers, Bookings, documents, settlements and other functionality.

2.14. Supplier — a third party that actually provides the Service or participates in its formation, confirmation or sale.

2.15. Overbooking — a situation in which a company sells more tickets or accepts more bookings than the number of places actually available.

2.16. Chargeback — a procedure for reversing a bank card payment and returning funds to the purchaser through the card-issuing bank. It occurs where the seller has failed to perform its obligations and an amicable settlement could not be reached.

2.17. Official Means of Communication — Pathrest’s contact details and electronic channels specified on the Website and in the Agreement.
3. Legal model of the Marketplace
3.1. The Marketplace is an electronic platform through which independent Partners may offer their own Services to Clients.

3.2. Unless expressly stated otherwise in a specific Offer, the direct provider of the Partner Service is the Partner and/or the actual Supplier identified by the Partner.

3.3. The Company does not become the direct provider of a Partner Service solely because it:
  1. listed the Offer on the Website;
  2. moderated it;
  3. accepted the Booking;
  4. sent a confirmation to the Client;
  5. accepted full or partial payment;
  6. withheld the Commission;
  7. settled amounts with the Partner;
  8. provided information support to the Client.

3.4. Within the Marketplace, the Company acts as operator of an electronic platform and as an information and technology intermediary and, where the applicable model so provides, also as a person authorized to accept payments and carry out settlements.

3.5. The Partner is independently responsible for the legality, content, quality, safety and actual provision of its Service.
4. Requirements for the Partner
4.1. The Partner may use the Marketplace only to the extent that its legal status permits it lawfully to carry out the relevant type of activity.

4.2. Depending on the type of Service, the Partner’s status and applicable law, the Company may request:
  • passport or ID;
  • registration documents of a sole proprietor or legal entity;
  • tax information;
  • bank details;
  • beneficial owner information;
  • licences;
  • notifications;
  • permits;
  • qualification documents;
  • certificates;
  • data from state registers;
  • vehicle documents;
  • documents relating to an accommodation property, including a hotel, guest house, apartment, rental home or other similar accommodation property;
  • documents relating to guides, tour guides, drivers and other professionals;
  • insurance documents;
  • other documents required for the relevant activity.

4.3. The Partner shall ensure that the documents provided remain valid and up to date throughout the cooperation period.

4.4. Expiry of a document, termination of a licence, notification, permit or other mandatory legal basis shall constitute grounds for immediate suspension of the relevant Offer.

4.5. Registration of an individual on the Marketplace does not, by itself, mean that such person is entitled to list any category of Services.
5. Creation and publication of Offers
5.1. The Partner independently creates an Offer and provides the Company with the information necessary for its publication.

5.2. Where applicable, the Offer shall specify:
  • name of the Service;
  • description;
  • route;
  • program;
  • duration;
  • date and time;
  • meeting point;
  • language;
  • —price;
  • scope of included Services;
  • additional paid services;
  • age or other restrictions;
  • minimum and maximum number of participants;
  • amount of Prepayment;
  • procedure for payment of the balance;
  • cancellation rules;
  • refund rules;
  • organizational information;
  • other material terms.

5.3. The Partner is responsible for the completeness and accuracy of the information provided.

5.4. The Company may moderate Offers both before and after publication.

5.5. The Company may:
  1. approve the Offer;
  2. reject the Offer;
  3. request corrections;
  4. correct technical and stylistic errors;
  5. hide the Offer;
  6. temporarily suspend its publication;
  7. remove the Offer;
  8. require additional documents or information.

5.6. Moderation does not constitute legal or factual verification of every circumstance relating to the provision of the Service and does not release the Partner from responsibility.
6. Price and commercial terms
6.1. Unless otherwise established by an individual agreement, the Partner independently determines the price of its Service.

6.2. The Partner shall state the final price or the method of its calculation in such a way that the Client can determine the cost of the Order before assuming a payment obligation.

6.3. The Partner independently determines:
  • whether Prepayment is required;
  • the amount of Prepayment;
  • the procedure for payment of the balance;
  • its own discounts;
  • cancellation rules;
  • refundable and non-refundable rates,
to the extent permitted by law.

6.4. The Company may provide its own discounts, promo codes, bonuses and other benefits at the expense of its own remuneration or own funds.

6.5. Such discount shall not reduce the amount due to the Partner without the Partner’s separate consent.
7. Company commission
7.1. In consideration for access to the Marketplace, technical booking functionality, promotion, Order processing and other services, the Partner shall pay the Company a Commission.

7.2. The amount of the Commission is determined by:
  • the tariff plan;
  • an individual Appendix;
  • the terms of the Partner Account;
  • a commercial offer;
  • another agreed method.

7.3. The Commission may be established:
  1. as a percentage of the Order value;
  2. as a fixed amount;
  3. as a combined commission;
  4. as a differentiated rate by Service category;
  5. under another agreed model.

7.4. The Commission may be calculated on the full value of the Order irrespective of what portion was paid through the Company, unless otherwise provided by the individual terms.

7.5. If the Client pays for the Service directly to the Partner, the Partner’s obligation to pay the Company Commission remains in force.
8. Marketplace payment models
8.1. Depending on the specific Offer, one of the following models may apply.

8.1.1. Full payment through the Company
The Client pays the full value of the Order to the Company.
The Company accounts for the amount received, withholds the Commission and other agreed amounts, and transfers the Net Amount to the Partner.

8.1.2. Prepayment to the Company + balance to the Partner
The Client pays the Prepayment to the Company.
The balance of the Service price is paid directly to the Partner.
The method of calculating the Commission is determined by the Appendix or tariff.

8.1.3. Full payment to the Partner
The Client makes no payment to the Company and pays the Service price directly to the Partner.
In this case, the Partner shall transfer the Commission to the Company within the established period.
9. Company authority to accept payments
9.1. The Partner authorizes the Company, in cases provided for by the applicable model, to accept funds from Clients as full or partial payment for Partner Services.

9.2. The Company may:
  1. accept payment;
  2. allocate it to the relevant Order;
  3. withhold the Commission;
  4. withhold other amounts expressly provided by the Agreement;
  5. transfer the Net Amount to the Partner.

9.3. A payment duly received by the Company from the Client in respect of the relevant Order shall be taken into account in settlements between the Client and the Partner in the amount accepted by the Company.

9.4. Receipt by the Company of the full Order amount does not mean that the entire amount constitutes economic income of the Company.

9.5. To the extent payable to the Partner, the corresponding amount is accounted for as an amount of mutual settlements between the Company and the Partner.
10. Settlements with the Partner
10.1. If the Company has received funds from the Client, the amount payable to the Partner shall be determined as:
the Order amount actually received by the Company
minus the Company Commission
minus refunds, chargebacks, adjustments and other agreed deductions.

10.2. Unless otherwise provided by an Appendix, payment to the Partner is made after the Service has actually been provided.

10.3. The standard payment period is up to 3 business days after confirmation that the Service has been provided, unless another period is established by individual terms.

10.4. Payments are made primarily in AMD.

10.5. The Partner shall provide accurate bank details.

10.6. The Partner bears the risk of delay caused by incorrect bank details provided by the Partner.
11. Payment to the Partner and commission in case of direct/cash payment
11.1. If the Client pays for the Service, in whole or in part, directly to the Partner, the Partner shall account for such Booking as an Order received through the Marketplace.

11.2. The Partner may not conceal the fact that an Order has been fulfilled for the purpose of avoiding payment of the Commission.

11.3. The Commission on such Orders shall be transferred by the Partner to the Company within the period established by the Appendix.

11.4. The Partner is independently responsible for compliance with legal requirements relating to cash and non-cash settlements, taxes, receipts, invoices and other settlement documents in respect of amounts received directly by it.
12. Prohibition on circumventing the Marketplace
12.1. The Partner may not use contact with a Client obtained through the Marketplace solely for the purpose of bypassing the booking system and avoiding the Company Commission.

12.2. In particular, without the Company’s consent, the Partner shall not:
  • cancel an Order in the system and accept it directly;
  • offer the Client a lower price on condition that the booking through the Marketplace is cancelled;
  • redirect the Client to another payment channel for the purpose of avoiding the Commission;
  • conceal a Service that has actually been provided.

12.3. Violation of this provision constitutes a material breach of the Agreement.
13. Confirmation and fulfilment of an Order
13.1. The Partner shall timely confirm or reject Bookings where confirmation is not performed automatically.

13.2. Once confirmed, the Partner shall provide the Service on the terms that were available to the Client at the time the Order was placed.

13.3. The Partner shall independently monitor availability of places, dates and resources.

13.4. Overbooking, lack of transport, guide, room, ticket or other required resource for reasons attributable to the Partner constitutes a breach of the Partner’s obligations.
14. Cancellation and refunds
14.1. The Partner independently establishes cancellation rules for its Service within the limits of the law.

14.2. The rules shall be communicated to the Client before the Order is placed.

14.3. If the Client cancels the Order, the refund is determined by:
  1. the Partner’s terms;
  2. the rules of the specific tariff;
  3. mandatory provisions of law.

14.4. If payment was accepted by the Company, the Company may technically process the refund to the Client.

14.5. The grounds and amount of a refund in respect of a Partner Service are determined in accordance with the Partner’s terms and the law.

14.6. If cancellation occurs due to the Partner’s fault, the Partner shall ensure refund of the full amount due to the Client and reimburse the Company for expenses arising from such cancellation, unless otherwise established by law.
15. Chargebacks and payment disputes
15.1. If the Client disputes a bank card payment relating to a Partner Service, the Company may request documents from the Partner confirming performance of the Service.

15.2. The Partner shall provide such documents within the period established by the Company.

15.3. If a chargeback or refund is caused by:
  • failure to provide the Service;
  • a breach by the Partner;
  • a misleading or inaccurate description;
  • absence of evidence that the Service was provided;
  • other acts or omissions of the Partner,
the corresponding amount may be deducted from future payments to the Partner or shall be reimbursed by the Partner to the Company.
16. Partner liability
16.1. The Partner is responsible for:
  1. the legality of its activities;
  2. the accuracy of information;
  3. possession of required documents;
  4. the quality of the Service;
  5. the safety of the Client;
  6. the qualifications of employees and Suppliers;
  7. transport, equipment and other means used;
  8. compliance with the program;
  9. 9actual performance;
  10. additional services;
  11. cancellations initiated by the Partner;
  12. damage caused in connection with provision of the Service;
  13. taxes and mandatory payments;
  14. compliance with consumer rights;
  15. other circumstances relating to the Partner’s activities.

16.2. The Partner shall reimburse the Company for documented losses, expenses, refunds, penalties, chargebacks and other amounts arising as a result of the Partner’s breach of its obligations, to the extent such reimbursement is permitted by law.
17. Company liability
17.1. The Company is liable solely for its own obligations arising under this Agreement.

17.2. The Company is not liable for the actual provision of a Partner Service by the Partner, except where such liability is expressly imposed on the Company by law.

17.3. The Company is responsible for funds actually received by it within the scope of its own settlement obligations.

17.4. The Company is not responsible for funds received directly by the Partner.
18. Taxes and accounting
18.1. Each Party independently fulfils its own tax obligations.

18.2. The Partner independently accounts for revenue from provision of its Services and is responsible for tax accounting in respect of amounts due to it.

18.3. The Company Commission constitutes remuneration to the Company for services provided to the Partner.

18.4. The procedure for issuing invoices, acceptance certificates, electronic documents, tax documents and other supporting records is determined by law and the applicable taxation system of the Parties.
19. Personal data
19.1. For the purpose of fulfilling an Order, the Company may transfer the Client’s personal data to the Partner to the extent necessary.

19.2. The Partner may use such data exclusively for the purposes of:
  • fulfilling the Order;
  • communicating with the Client;
  • complying with legal requirements.

19.3. The Partner is prohibited from using Client data for its own advertising or other incompatible purposes without a separate legal basis.

19.4. The Partner shall ensure appropriate protection of the data received.
20. Content and intellectual property
20.1. The Partner grants the Company the right to use photographs, descriptions, logos, videos and other materials provided by the Partner for publication and promotion of the Service.

20.2. Such right is granted for the duration of the relevant Offer and for the period necessary to fulfil Orders placed earlier, unless another period is agreed.

20.3. The Partner warrants that it has the necessary rights to the Content provided.
21. Ratings, reviews and quality
21.1. The Company may publish Client reviews, ratings, scores and statistical indicators.

21.2. The Partner may not demand removal of an accurate negative review solely because of its negative content.

21.3. The Company may suspend cooperation in the event of systematic complaints, low ratings, safety breaches or other material issues.
22. Suspension and termination
22.1. The Company may immediately suspend the Partner’s access to the Marketplace in the event of:
  • violation of law;
  • submission of false documents;
  • a threat to Client safety;
  • fraud;
  • systematic cancellations;
  • non-payment of the Commission;
  • chargebacks attributable to the Partner;
  • other material breaches.

22.2. The Partner may terminate cooperation after fulfilling all obligations under already confirmed Orders.

22.3. Termination of the Agreement does not release the Parties from financial and other obligations arising before the termination date.
23. Confidentiality
23.1. Individual tariffs, Commission rates, financial calculations, sales statistics, internal reports and other commercial information may be confidential.

23.2. Such information is not subject to public disclosure except where required by law.
24. Appendices and Partner Account
24.1. This Public Offer forms an integral part of the framework Agreement, and, following their proper electronic acceptance, the applicable non-public Appendices, individual commercial terms, tariffs and other documents directly relating to the relationship between the Company and the relevant Partner shall also form integral parts thereof.

24.2. Non-public Appendices may be executed and provided as a separate electronic file, form or section in the Partner Account, electronic message, electronic document, electronically signed document or in another form that makes it possible to establish their content and the fact of acceptance by the Partner.

24.3. Individual Appendices are provided to the Partner after registration and/or completion of verification. They are not public and need not be published in the publicly accessible part of the Website.

24.4. Individual Appendices, tariff and commercial terms, Commission rates, minimum Commission amounts, criteria and thresholds for tariff levels, calculations, settlement registers, banking information and other individual commercial parameters are provided to the relevant Partner through the Partner Account, an electronic form, a separate electronic document, email or another method that makes it possible to record their content.

24.5. The public part of this Agreement establishes the general legal principles governing determination of the Commission, acceptance of payments, deductions, payouts and settlements. Specific rates, tariff levels, minimum amounts, quantitative and other commercial criteria are determined by non-public Appendices and/or the Partner’s individual commercial terms.

24.6. Non-public Appendices and individual commercial terms become binding on the Parties after their proper separate agreement/acceptance by the Partner. Acceptance of the public Offer before such Appendix is provided shall not constitute consent to individual commercial parameters unknown to the Partner.
25. Languages
25.1. This Agreement and related documents may be drawn up in Armenian, Russian and English.

25.2. In the event of discrepancies between language versions, the Armenian version shall prevail unless otherwise provided by mandatory provisions of law.
26. Governing law and disputes
26.1. This Agreement is governed by the laws of the Republic of Armenia.

26.2. The Parties shall seek to resolve disputes through negotiations.

26.3. If settlement cannot be reached, the dispute shall be resolved in accordance with the procedure established by the laws of the Republic of Armenia.
27. Amendment of the agreement
27.1. The Company may unilaterally amend and supplement this public Offer, including the general rules for use of the Marketplace, the procedure for publication and moderation of Offers, technical and operational requirements, the procedure for interaction between the Parties and other general terms of cooperation, provided that such amendment is not restricted by applicable law, this Agreement or the individual terms agreed by the Parties.

27.2. The Company shall notify an existing Partner of a new version before its effective date through the Partner Account, the registered email address and/or another agreed electronic method enabling the Partner to review the amendments in full and to save and reproduce the relevant version. The notice shall state the effective date of the new version and the method of accessing its full text.

27.3. Unless expressly provided otherwise by the notice, this Agreement or mandatory provisions of applicable law, the new version shall apply to the Parties’ future relations from its effective date without the need to reconclude the original Agreement or repeat OTP acceptance of the entire Offer.

27.4. The new version shall have no retroactive effect on already confirmed Orders and shall not alter the agreed terms, rights and obligations of the Parties in respect of such Orders, unless otherwise required by mandatory provisions of applicable law or separately agreed by the Parties.

27.5. With respect to an Offer published before the effective date of the new version and having a specific pre-established date for provision of the Service, the new version shall not alter the terms of that Offer for the relevant established date. Subsequent publication of a new date, transfer of the Offer to another period or another update creating a new service offering after the new version has entered into force shall be made under the new version, unless otherwise follows from the nature of the amendment or applicable law.

27.6. With respect to Offers without a specific pre-established date for provision of the Service, including Offers marked “on request”, “by order” or with a similar condition, the new version shall apply to new Orders placed after its effective date irrespective of the date on which such Offer was originally published.

27.7. The new version shall apply to new Offers first published by the Partner after its effective date.

27.8. If the Partner does not agree with the new version, it may, before the effective date, notify the Company that it declines further use of the Marketplace for new Offers and new Orders. In such case, the Company may restrict or suspend the ability to publish new Offers, accept new Orders and use other functions necessary for continued commercial use of the Marketplace under the new version. This does not release the Parties from proper performance of obligations that arose earlier.

27.9. After the new version enters into force, actions by the Partner directly connected with continued commercial use of the Marketplace, including publication of a new Offer, publication of a new Service date, confirmation or acceptance of a new Order under an Offer to which the new version applies, or another action which, according to the Platform interface and this Agreement, unequivocally demonstrates continued cooperation, shall be regarded as confirmation that the new version applies to the relevant future relations of the Parties to the extent permitted by applicable law.

27.10. The Company shall maintain version control of the public Offer and retain information enabling identification of each version and its period of validity. The version applicable to a specific Order or Offer shall be determined on the basis of information recorded in the information system regarding the document version, the time of publication/effective date, the Offer date and the Order date.

27.11. Amendment of this public Offer shall not, by itself, amend the individual commercial terms of a specific Partner, including the Commission rate, individual tariff, special settlement terms and other provisions of non-public Appendices. Such terms are amended in accordance with the procedure provided by the relevant Appendix, a previously agreed amendment mechanism, or a separate agreement/acceptance by the Parties.

27.12. If an amendment is caused by a mandatory legal requirement, an act of a competent public authority, or requirements of payment, banking or other regulated infrastructure and must apply within another period or to relations that arose earlier, the procedure required by the relevant mandatory rule or requirement shall apply, with notice to the Partner to the extent possible and required by law.
28. Final provisions
28.1. This Agreement does not grant the Partner the right to use the Company’s corporate name, trademarks, logos or other designations outside the purposes of cooperation.

28.2. The Partner is not an employee, branch, representative office or corporate subdivision of the Company.

28.3. The Partner independently organizes its business activities.

28.4. No provision of this Agreement releases the Partner from mandatory requirements of law.
29. Company details
Company։ Pathrest LLC
TIN։ 04261072
Website։ www.pathrest.am
E-mail։ trip@pathrest.am
General Director։ P. V. Margaryan
30. Clarification of Partner status and acceptance
30.1. A Partner offering tourism services may only be a person entitled to carry out the relevant activity. If the law requires the status of a legal entity or sole proprietor, notification, registration in a state electronic register, qualification, permit or another mandatory condition, an ordinary individual shall not be admitted to such activity until the relevant requirement has been fulfilled.

30.2. Registration and acceptance of the public part of the Offer create a framework contractual relationship but do not guarantee activation of the Marketplace. The Company may complete identification, document verification and verification of mandatory requirements before publication of Offers or acceptance of Bookings.

30.3. The Public Offer need not be attached to the registration email. The email may contain a link to the current version of the Offer and attach/provide only the non-public individual Appendices. Individual commercial terms become binding in accordance with the procedure for their separate acceptance.
31. Electronic conclusion, evidence and copy of the Agreement
31.1. Upon acceptance, the Company may record the Partner identifier, name/full name, registered email address, date and exact time, IP address, user-agent, session identifier, number and version of the Offer, list and versions of the Appendices, the fact of sending and successful verification of the OTP, as well as checksums (hash values) of electronic files. Such information is used to evidence the fact, time and content of acceptance.

31.2. After acceptance, the Company creates and/or retains an immutable electronic copy of the contractual package enabling reproduction of the Offer and Appendices in the versions accepted by the Partner. Subsequent amendment of the public webpage does not alter the content of the Agreement previously concluded.

31.3. The contractual package and history of applicable documents may be available to the Partner in the Partner Account. The Company may additionally send a copy of the Agreement and Appendices to the Partner’s registered email address. Re-sending the file is confirmatory and informational in nature and does not alter the time at which the Agreement was concluded.

31.4. The Company may retain its own archived copy of the message sent, dispatch information and the contractual package. Deletion of the message by the Partner, loss of access to the mailbox or Partner Account does not, by itself, terminate the concluded Agreement or destroy the Company’s archival records.

31.5. A new version of an individual Appendix establishing new obligations enters into force after separate acceptance by the Partner, unless another permissible amendment procedure has been agreed by the Parties in advance.

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