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1.2
Jurisdiction Restrictions: If the law of your
country prohibits you from using the products
because you're under the age limit or just because
the products are not allowed in your country,
please don't use them.
1.3
This Agreement: These Terms of Service together
with all updates and any additional terms applicable
to Your use of the CiaoTalk services, collectively
constitute the legal agreement between you and
Technology Alignment. To agree to these Terms
of Service. If you do not agree to these Terms
of Service, do not click Agree on the signup pages,
and do not use the products. Please make sure
you have read and agreed to the End User License
Agreement , Privacy Policy and the Technology
Alignment Code of Ethics, and any other additional
terms which apply to your use of the CiaoTalk
services. In some countries the products may be
provided by our local partner. If so, You will
be asked to accept the partner's own terms of
services, which will supersede these Terms of
Service in case of conflict. You should print
off or save a copy of these Terms or Service for
your records.
2.
Definitions
Capitalized
terms that are not defined in these Terms of Service
shall have the meaning given to them in the End
User License Agreement. In addition the following
terms and expressions shall have the following
meanings:
Product(s):
the payable VoIP products provided by CiaoTalk
in accordance with these Terms of Service (such
as CiaoTalk Paid Services, VoIPTrekker, Voicemail);
CiaoTalk:
Technology Alignment, Inc. located at 204 South
3rd Street, Laramie, WY 82070;
Terms
of Service: these terms of service as may be renewed
and/or amended from time to time.
3.
What You should and should not expect from us
These
should be Your expectations when You use CiaoTalk:
3.1
Quality: Technology Alignment's CiaoTalk will
try to provide the products with minimum disruptions.
However please understand that CiaoTalk can not
guarantee that the products will always function
without disruptions, delay or other imperfections.
Since the products will be transmitted through
public Internet lines and the public switched
telephone network ("PSTN"), there may
be power outages or Internet service disruption
and You may experience some disruptions e.g. packet
loss and delay which will interfere with the quality
of your communication.
3.2
Technical improvement and maintenance: Technology
Alignment may change technical features of CiaoTalk
in order to keep pace with the latest demands
and technological developments or to comply with
any regulations. Technology Alignment's CiaoTalk
may also have to repair, improve, and/or upgrade
the products and this may require us to restrict,
limit, suspend, interfere and/or interrupt the
products.
3.3
Content of communications: Technology Alignment's
CiaoTalk does not control, or have any knowledge
of the content of any communication(s) spread
by the use of the products. The content of the
communication is entirely the responsibility of
the person from whom such content originated.
You, therefore, may be exposed to content that
is offensive, illegal, harmful to minors, indecent
or otherwise objectionable.
4.
What we expect from you.
4.1
Information. You will be required to provide Technology
Alignment in good time with any data or information
necessary for a proper provision of the products.
4.2
No reselling. You agree not to resell the products
to any third party.
4.3
Indemnity. YOU AGREE TO INDEMNIFY, DEFEND AND
HOLD TECHNOLOGY ALIGNMENT, INC. AND ITS AFFILIATES
HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY
AND COSTS, INCLUDING REASONABLE ATTORNEY FEES
INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR
ARISING OUT OF YOUR VIOLATION OF THESE TERMS OF
SERVICE, ANY APPLICABLE LAW OR REGULATION, OR
THE RIGHTS OF ANY THIRD PARTIES RELATED TO THE
USE OF THE CIAOTALK AND VOIPTREKKER PRODUCTS.
5.
Payment and Tariff Issues
5.1
CiaoTalk Credit. To use the paid products You
need a sufficient balance of CiaoTalk credit,
which is credit purchased by you (or an Administrator
of a Business Control Panel) from Technology Alignment
and allocated to your user account. You must deposit
sufficient CiaoTalk credit in your user account
through your debit or credit card, PayPal, or
other means which may be made available by CiaoTalk.
Technology Alignment reserves the right to stop
accepting debit or credit cards from one or more
issuers.
5.2
Restrictions. Technology Alignment does not guarantee
that you will be able to use your CiaoTalk credit
balance to purchase all the products. Certain
products may have to be paid separately.
5.3
Credit expiration: A credit balance for CiaoTalk
credit in your user account expires 180 days after
the last chargeable use of that CiaoTalk credit.
Credit balances that are not used within this
180 day period will be lost.
5.4
REFUND POLICY
(i)
Refund Request: You can request a refund for unused
and unexpired Products or unused CiaoTalk Credit
at any time, by submitting a support request to
customer support. Refund requests carried out
through other means shall not be eligible for
a refund. No refunds shall be given for products
or CiaoTalk credit that are not directly acquired
online from CiaoTalk or Technology Alignment,
Inc. (e.g. vouchers or pre-paid cards are not
refundable), or to members of a business panel
for CiaoTalk credit paid for by the administrator.
(ii)
Upon a duly submitted refund request, Technology
Alignment will refund you the credit balance of
your CiaoTalk credit. Where you have used less
than one dollar of your CiaoTalk credit, your
CiaoTalk credit will be refunded in full. Upon
a duly submitted refund request, Technology Alignment
will refund you on a pro rata basis for the unused
period of a Product.
(iii)
Technology Alignment reserves the right to deny
repetitive refund requests (more than once for
any given type of Products).
(iv)
Technology Alignment will refund the balance of
your CiaoTalk credit in the event you terminate
your user account(s) as permitted under these
Terms of Service or in the event that Technology
Alignment terminates these Terms of Services without
serious cause.
(v)
All refunds shall be paid to the person who initially
purchased the CiaoTalk credit or product(s), either
through the original payment method used, or any
other reasonable payment method to be determined
by Technology Alignment in its sole discretion,
or your CiaoTalk credit shall be adjusted accordingly.
(vi)
Technology Alignment, Inc. reserves the right
to terminate these Terms of Service with immediate
effect, automatically and without recourse to
the courts, in the event of any abuse by You of
these terms relating to refunds.
5.5
PAYMENT
5.5.1
Charges and Rates
(i)
Products: You shall pay Technology Alignment,
Inc. any applicable charges and rates as stated
on the CiaoTalk website in connection with Your
purchase and use of the products. You will be
able to pay with your CiaoTalk credit balance
or with any other payment method available.
(Ii)
CiaoTalk: The charges payable for CiaoTalk Paid
Services consist of a connection fee and a per-minute
rate as set out on www.ciaotalk.com.
(Iii)
CiaoTalk Yellow Pages: The charges payable for
CiaoTalk Yellow Page advertising is located on
the pages at www.ciaotalk.com. No connection fee
is payable for the CiaoTalk Yellow Page Advertisements.
(iv)
The duration of a call for CiaoTalk Paid Services
shall be based on one-minute increments. Fractions
of minutes will be rounded up to the next minute.
The connection fee, where applicable, will be
charged at the beginning of the call. During the
call, charges incurred will be deducted automatically
from your account.
5.5.2
Change of charges and tariffs
(i)
Technology Alignment, Inc. may change the rates
at any time by giving a thirty (30) day notice
of such change on the CiaoTalk website at www.ciaotalk.com.
(Ii)
If You do not wish to accept such adjustment of
rates, You may ask for a refund of CiaoTalk credit.
The new rate will apply to Your next purchase
after the adjustments have been published on the
CiaoTalk website. You agree that by continuing
to purchase and/or use the Products following
the adjustments of the rates, You accept the new
rates.
(Iii)
Technology Alignment may change the charges payable
for the purchase of products (such as CiaoTalk
Paid Services, Yellow Page advertising or Voicemail)
at any time without any notice to You. You can
choose whether or not to accept the new charges
prior to completing Your next purchase of the
applicable product. The new charge will apply
to your next purchase after the adjustments have
been published on the CiaoTalk website. You agree
that by continuing to use the products following
the adjustments of the charges, You accept the
new charges.
5.5.3
Charged in error. In the event You believe that
CiaoTalk has charged you in error, you must contact
Technology Alignment's customer services support@technalign.com
within 90 days after such charge. No refunds will
be given for any charges which are more than 90
days old.
6.
Technology Alignment's CiaoTalk liability to You
6.1
Limitation of Liability. IN NO EVENT SHALL TECHNOLOGY
ALIGNMENT, ITS AFFILIATES, ITS LICENSORS OR THE
TECHNOLOGY ALIGNMENT STAFF BE LIABLE, WHETHER
IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),
OR ANY OTHER FORM OF LIABILITY, FOR:
(i)
ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES; AND
(ii)
ANY LOSS OF INCOME, BUSINESS OR PROFITS (WHETHER
DIRECT OR INDIRECT).
6.2
THE LIMITATIONS ON TECHNOLOGY ALIGNMENT'S LIABILITY
TO YOU IN PARAGRAPH 6.1 ABOVE SHALL APPLY WHETHER
OR NOT TECHNOLOGY ALIGNMENT, ITS AFFILIATES OR
THE CIAOTALK STAFF HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH LOSSES OR DAMAGES ARISING.
6.3
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE
OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING
OR RESTRICTING THE LIABILITY OF CIAOTALK FOR (I)
THE DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE
OF TECHNOLOGY ALIGNMENT, THE TECHNOLOGY ALIGNMENT
STAFF OR ITS AGENTS, OR (II) ANY LIABILITY WHICH
CANNOT BE LIMITED OR EXCLUDED BY LAW.
6.4
TECHNOLOGY ALIGNMENT'S TOTAL LIABILITY UNDER OR
IN CONNECTION WITH THESE TERMS OF SERVICES (WHETHER
IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE
SHALL NOT EXCEED IN AGGREGATE THE AMOUNT PAID
BY YOU FOR THE PRODUCTS IN THE 12 MONTH PERIOD
PRIOR TO THE DATE OF THE EVENT GIVING RISE TO
THE RELEVANT CLAIM, SUBJECT TO A MAXIMUM OF 1,000
DOLLARS (UNLESS THE LOSS IS DUE TO TECHNOLOGY
ALIGNMENT'S WILLFUL DEFAULT OR GROSS NEGLIGENCE).
6.5
SPECIFIC DISCLAIMER OF LIABILITY FOR EMERGENCY
SERVICES. THE PRODUCTS DO NOT AND ARE NOT INTENDED
TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY
SERVICES. NEITHER CIAOTALK NOR ITS OFFICERS, EMPLOYEES
OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT,
WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY
OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE,
OR LOSS, (AND YOU HEREBY WAIVE ANY AND ALL SUCH
CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING
TO YOUR INABILITY TO USE THE CIAOTALK PRODUCTS
TO CONTACT EMERGENCY SERVICES, AND YOUR FAILURE
TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY
SERVICES IN ACCORDANCE WITH PARAGRAPH 1.1. ABOVE.
6.6
SPECIFIC DISCLAIMER OF LIABILITY FOR CONTENT.
TECHNOLOGY ALIGNMENT DISCLAIMS ANY AND ALL RESPONSIBILITY
OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE
THROUGH THE PRODUCTS (INCLUDING, WITHOUT LIMITATION,
CIAOTALK, PUBLIC CHATS, CIAOTALK PAID SERVICES)
OR ANY CONTENT, PRODUCTS OR SERVICES PROVIDED
BY THIRD PARTIES REFERRED TO IN PARAGRAPH 12 BELOW.
NEITHER TECHNOLOGY ALIGNMENT NOR ITS OFFICERS,
EMPLOYEES OR AFFILIATES MAY BE HELD LIABLE WHETHER
IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),
OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM,
DAMAGE, OR LOSS, (AND YOU HEREBY WAIVE ANY AND
ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING
FROM OR RELATING TO ALL SUCH CONTENT, PRODUCTS
OR SERVICES.
6.7
Jurisdiction's Limitations. As some jurisdictions
do not allow some of the exclusions or limitations
as established above, some of these exclusions
or limitations may not apply to You. In that event
the liability will be limited as far as legally
possible under the applicable legislation.
6.8
Force Majeure. You acknowledge and understand
that if Technology Alignment is unable to provide
the products as a result of a force majeure event
Technology Alignment will not be in breach of
any of its obligations towards you under these
Terms of Service. A force majeure event means
any event beyond the control of Technology Alignment.
In the event Technology Alignment is affected
by a force majeure event, it shall promptly notify
You of the estimated extent and duration of its
inability to perform or delay in performing its
obligations, on a reasonable efforts basis. TECHNOLOGY
ALIGNMENT SHALL NOT HAVE ANY LIABILITY TO YOU
WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING
NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR
FAILING TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT TO THE EXTENT THAT SUCH FAILURE IS AS
A RESULT OF A FORCE MAJEURE EVENT.
7.
How long does your agreement with Technology Alignment
last for?
7.1
Duration. The agreement will be effective as of
the date of your acceptance thereof by clicking
on the accept button or similar buttons or links
as may be designated by Technology Alignment,
or the date of your first use of any of the products,
whichever occurs earlier, and will remain effective
until terminated by either Technology Alignment
or you as set out below.
7.2
Termination. You may terminate Your agreement
with us at any time. Without limiting other remedies,
Technology Alignment or its affiliates may terminate
these Terms of Service with immediate effect,
automatically and without recourse to the courts,
and may limit, suspend, or terminate your use
of the products, prohibit access to any of Technology
Alignment's websites, remove hosted content, and
take technical and legal steps to keep you off
the websites if we think that you are in breach
of these Terms of Service, creating problems,
possible legal liabilities, acting inconsistently
with the letter or spirit of our policies, infringing
someone else's intellectual property rights, engaging
in fraudulent, immoral or illegal activities,
if You purchased CiaoTalk paid credit from an
unauthorized reseller, or for other similar reasons,
with immediate effect and without recourse to
the courts. Technology Alignment shall effect
such termination by preventing your access to
your user account and to the products and CiaoTalk
software. If you provided a valid email address,
Technology Alignment may provide notice to you
by email.
7.3
Update: Technology Alignment reserves the right
to modify these Terms of Service at any time by
publishing the revised Terms of Service on the
website, which shall become effective within thirty
(30) days from the date of publication, unless
you expressly accept the revised Terms of Service
earlier by clicking on the accept button. Your
continued use of the products after expiry of
the 30-day period shall constitute your acceptance
to be bound by the terms and conditions of the
revised version of the Terms of Service. If You
do not wish to accept these revised Terms of Service,
you are entitled to terminate your user account,
in writing or by e-mail to billing@technalign.com,
with effect from the date on which the revised
Terms of Service would become effective. You can
find the latest version of these Terms of Service.
8.
Additional terms for the use of CiaoTalk Paid
Services
8.1
Allocation of CiaoTalk Paid Services or CiaoTalk
Yellow Pages. If you have bought and are eligible
for a CiaoTalk Paid Service number, it will be
allocated to You as soon as reasonably possible
after you have paid us. In certain countries,
the number may be allocated to you by Technology
Alignment's partner instead of Technology Alignment,
and you may need to enter into a separate agreement
with such partner. You acknowledge and understand
that the allocation and distribution of the number
does not constitute any transfer of any property
or other rights with respect to the numbers.
8.3
Termination of numbers. Technology Alignment is
entitled to refuse, change or terminate any number
allocated to you at any time for any reason, including
but not limited to:
(i)
if You don't comply with these Terms of Service
or any of the applicable additional terms;
(ii)
if You don't comply with any instructions given
by Technology Alignment and/or its partners in
relation to the products in accordance with paragraph
8.5 below; and/or
(iii)
if the number is withdrawn, terminated or changed
by any of Technology Alignment's partners for
any reason.
8.4
In the event that Technology Alignment changes
the CiaoTalk number that has been allocated to
you, Technology Alignment will send a notification
by e-mail, stating the effective date of the change
and your new number. If you do not wish to accept
this new number, you are entitled to terminate
your number, in writing or by e-mail to billing@technalign.com,
with effect from the date on which the new number
will be allocated to you.
8.5
Your cooperation. You agree that you will: (i)
comply with any reasonable instructions given
by Technology Alignment or Technology Alignment's
partners with regard to the use of the numbers
and the products including but not limited to
compliance with any terms of service of Technology
Alignment's partners; (ii) provide accurate and
complete information with regard to your place
of residence or business and your use of the number(s),
and such other information as may reasonably be
required from time to time by Technology Alignment.
9.1
CiaoTalk Paid Services. CiaoTalk Paid Services
means calling over CiaoTalk to premium rate numbers
in order to get access to third party content.
Such content can consist of information services,
helpline services, entertainment, competition
or other types of content made available by third
parties to you (CiaoTalk Paid Services).
9.2
Limited availability. CiaoTalk Paid Services will
work with some premium numbers and CiaoTalk may
enable or disable premium numbers at any time
at its sole discretion.
9.3
Responsibility for unauthorized use. You are solely
responsible and liable for all activities conducted
through your user account, including any CiaoTalk
Paid Services calling, even if such activities
were to occur without your permission. To prevent
unauthorized use, we advise you to keep your password
confidential and not to give it to any third party.
9.4
No responsibility for the content. All content
delivered to you through CiaoTalk Paid Services
provided by third parties unrelated to CiaoTalk.
You acknowledge that Technology Alignment does
not control, monitor or have knowledge of any
part of such content which is entirely the responsibility
of the third party service provider from whom
it originates. That means it is possible that
You could be exposed to content that is offensive,
harmful to minors, indecent or otherwise objectionable.
9.5
Support. If you encounter any problems upon use
of CiaoTalk Paid Services, please contact support@technalign.com.
10.
Additional terms for the use of Voicemail
Limits
of usage. CiaoTalk may from time to time introduce,
remove or amend limitations to the use of the
Voicemail product including but not limited to
message storage time, number of messages and message
length.
11.
Third parties' products and services
11.1
If You encounter any problems upon payment, download
or installation, please contact support@technalign.com.
11.2
You may also upload or make available various
content that you purchased or got for free from
third parties. Before posting any content, you
should check the conditions imposed by the content
providers (if any) and make sure that your use
of this content complies with such conditions.
In any event you must have permission from the
rightful owner to post the material.
11.3
Technology Alignment reserves the right to remove
without notice any content that infringes or may
infringe a third party's right and/or is unlawful,
obscene, pornographic, defamatory, libelous, threatening,
hateful, racially or ethnically offensive or otherwise
inappropriate.
12.
Additional terms for Subscriptions
12.1
CiaoTalk Paid Services and White Page Listing
are included in your subscription, subject to
Technology Alignment's fair usage policy.
12.2
Technology Alignment reserves the right to change
the fair usage policy at any time. Changes shall
become effective within thirty (30) days of publication
of the revised version on the CiaoTalk website.
Your continued use of your subscription after
expiry of the 30 day period shall constitute Your
acceptance to be bound by the terms and conditions
of the revised fair usage policy.
12.3
Technology Alignment reserves the right to withdraw
or change the subscriptions at any time. If Technology
Alignment changes the products included in your
subscription, CiaoTalk will send a notification
by e-mail, stating the changes and their effective
date. If you do not wish to accept these changes,
You are entitled to terminate your subscription,
in writing or by e-mail to billing@technalign.com,
with effect from the date on which the changes
are due to take effect.
12.4
In the event that there is, or Technology Alignment
suspects that there is, any fraudulent activity
or misuse of your subscription, Technology Alignment
reserves the right to terminate Your subscription
with immediate effect and without a refund.
12.5.
You may terminate your subscription at any time.
You may switch subscriptions at any time, subject
to a maximum of 3 times per month.
12.6
If you choose to pay for your subscription monthly,
every 3 months or annually (as applicable), You
acknowledge and agree that this is a recurring
payment and payments shall be made to CiaoTalk
by the method you have chosen at the recurring
intervals chosen by you, until the subscription
is terminated by you or by Technology Alignment.
13.
Guidelines for CiaoTalk White Pages and Yellow
Pages
13.1
You understand and agree you will be solely responsible
for the content that you post. Here are some guidelines
to ensure that you and everyone else enjoy CiaoTalk
as much as possible.
13.2
CiaoTalk content. You understand that CiaoTalk
has no control over the content made available
in the White and Yellow Pages and that it is not
able to and does not monitor such content. Technology
Alignment can therefore not guarantee the accuracy,
veracity, integrity or quality of the content
made available in CiaoTalk. Consequently, the
possibility exists that you see or hear offensive,
inaccurate, false or otherwise undesirable content.
Technology Alignment disclaims any and all responsibility
or liability in relation to the content made available
in CiaoTalk.
13.3
If you believe a posting in CiaoTalk that violates
one or more of these Guidelines, feel free to
to file a posting/complaint with Technology Alignment.
13.4
Technology Alignment reserves the right to ban
temporarily or permanently users who breach these
guidelines. If, for any reason, you cannot correct
the issue yourself, you may notify Technology
Alignment by using the contact forms for an individual
listing. Technology Alignment will determine,
at its sole discretion, whether your complaint
is valid and may take any action that if it thinks
is appropriate. Technology Alignment has the right
to remove any listing at any time from CiaoTalk
listings at its sole discretion.
14.
Miscellaneous
14.1
Entire Agreement: The terms and conditions of
these Terms of Service and any applicable additional
terms constitute the entire agreement between
you and Technology Alignment with respect to the
subject matter hereof and will supersede and replace
all prior understandings and agreements, in whatever
form, regarding the subject matter. Nothing in
this clause shall exclude or restrict the liability
of either you or Technology Alignment arising
out of fraud or fraudulent misrepresentation.
14.2
Partial Invalidity: If any provision of these
Terms of Service, or any part of a provision,
is found by any court or administrative body of
competent jurisdiction to be illegal, invalid
or unenforceable, and the provision (or part-provision)
in question is not of a fundamental nature to
the Terms of Service as a whole, the legality,
validity or enforceability of the remainder of
the Terms of Service (including the remainder
of the term which contains the relevant provision)
shall not be affected.
14.3
No waiver: The failure to exercise, or delay in
exercising, a right, power or remedy provided
by the Terms of Service or by law shall not constitute
a waiver of that right, power or remedy. If Technology
Alignment waives a breach of any provision of
the Terms of Service this shall not operate as
a waiver of a subsequent breach of that provision,
or as a waiver of a breach of any other provision.
14.4
Assignment: You are not allowed to assign the
Terms of Service or any rights hereunder. Technology
Alignment is allowed at its sole discretion to
assign the Terms of Service or any rights hereunder
to any third party, without giving prior notice.
14.5
Applicable Law and Competent Court: The Terms
of Service shall be governed by and interpreted
in accordance with the laws of the State of Wyoming
and shall be subject to the jurisdiction of the
courts of Wyoming.
14.6
Survival: The terms of paragraphs 4.3, 6 and 13.11
of this Agreement, and any other provision of
the Additional Terms which is expressed to survive
or operate in the event of termination, shall
survive termination of this Agreement and the
applicable Additional Terms for whatever reason.
YOU
EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS,
TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING
ON THE ACCEPT BUTTON OR BY USING THE PRODUCTS
YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS
AND CONDITIONS AND GRANT TO CIAOTALK THE RIGHTS
SET FORTH HEREIN.
©
Technology Alignment, Inc. for CiaoTalk Last revised:
June 2008
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