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MilkRun Delivery Partner Agreement

(Nov 2020)
It is agreed between You/ Driver and Meili Technologies Pte Ltd (“MilkRun”) that, by registering account with MilkRun and/or using MilkRun services, You/Driver hereby agrees to be bound by the following terms and conditions set out below (each You/Driver or MilkRun is referred to as a Party and collectively, the “Parties”):

1. ABOUT THIS AGREEMENT

Please read this Agreement carefully. This is an electronic agreement and by registering for or using any part of the Services, You confirm that You have read, understood, accepted and agreed with this Agreement and will be bound by it. If You do not agree to be bound by this Agreement, You may not access or use any part of the Services. This Agreement constitutes a binding legal agreement between You, an individual driver or vehicle operator (You or Your) and Meili Technologies Pte Ltd (MilkRun).

2. ABOUT MILKRUN

MilkRun is a technology services company. It provides a system to connect individual driver or vehicle operators with Merchants. MilkRun does not provide Delivery Services, nor act as a transportation carrier or provider, courier, postal services provider, delivery services provider, food and beverage supplier or operator, taxi or private hire operator, nor act as an agent for any such person or entity. All Delivery Services are provided directly by You to Merchants, and You act as an independent, third party contractor carrying on business on Your own account, not under the employment of any MilkRun Company.

3. DEFINITIONS AND INTERPRETATIONS

3.1     In this Agreement, the following terms have the following meanings:
Account” means the registered account You obtain to access the Services;
Additional Charges” is defined in clause 9.4;
Affiliate” means, in relation to a party, any entity that controls, is under the control of, or is under common control with, that party, where control means the direct or indirect ownership of more than 50 per cent of the voting capital or similar right of ownership of that party or the legal power to direct or cause the direction of the general management and policies of that party, whether through the ownership of voting capital, by contract or otherwise, and controls and controlled shall be interpreted accordingly;
Agreement” means this MilkRun Driver Services Agreement, all applicable Specific Terms;
Applicable Law” means all applicable laws, by-laws, enactments, regulations, regulatory policies, ordinances, protocols, industry codes, road traffic codes, regulatory permits, regulatory licences or requirements of any court, tribunal or governmental, statutory, regulatory, judicial, administrative or supervisory authority or body, which are in force from time to time during the term of this Agreement;
Driver Application” means the electronic application supplied by MilkRun for riders and vehicle operators to connect with Merchants for delivery;
“Merchant” means a user of MilkRun Merchant App who carries out the business of selling food and beverages and has made a request for food and beverage delivery service through MilkRun;
Merchant Application” means the electronic application supplied by MilkRun for Merchants to connect with riders and vehicle operators;
Mobile Device” is the smartphone, tablet or other mobile device owned or controlled by You which You use to connect to the Driver Application;
Policies” means the Privacy Policy, and any other policies, guidelines or information made available by MilkRun from time to time (including via the Services, the Website, the Policies, or to Your email address set out in Your Account), in each case as updated from time to time;
Services” mean the services provided by MilkRun to connect individual riders or vehicle operators with Merchants, including via the Driver Application, the Merchant Application and related software, websites, platforms, and other support systems and services. For the avoidance of doubt, the Services provided by MilkRun do not include the Delivery Services themselves, as these are provided by You directly to Merchants;
Service Fees” is defined in clause 9.8;
Specific Terms” means the supplementary or alternative terms which may apply to certain specific parts of the Services and/or Delivery Services, as may be notified to You from time to time;
Territory” means the territory in which You are registered to use the Services, as specified in Your Account;
Delivery Services” means the provision of Delivery Services, including the transportation of good, by You to Merchants;
Delivery Fees” is defined in clause 9.2;
Merchant Information” means information about a Merchant made available to You by or on behalf of MilkRun, which may include the Merchant’s name, pick-up location, contact information and photo;
Merchant Terms of Use” means the terms of use that apply to a Merchant’s use of the Merchant Application, as updated from time to time; and
Vehicle” means the vehicle You use for the purpose of providing Delivery Services.
3.2  In this Agreement (except where the context otherwise requires): 
        (a) A reference to “writing” does not include email unless otherwise specified; and 
        (b) Any phrase introduced by the terms “including”, “include”, “in particular”, “for example”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 
This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail. 

4. YOUR RESPONSIBILITIES

Your commitments to MilkRun
4.1     You represent, warrant and undertake on a continuing basis throughout the term of this Agreement that:
4.1.1 You have full power and authority to enter into this Agreement and perform Your obligations under this Agreement;
4.1.2 You are able to operate a motor vehicle (including the Vehicle itself) and have a valid driver’s licence and all the other required licences, approvals, authorities, consents and work eligibility to provide the Delivery Services in the Territory as required by Applicable Law;
4.1.3 You own, or have the legal right and authority to operate, the Vehicle, and that the Vehicle meets the applicable industry safety and maintenance standards for a vehicle of its kind, is in good operating condition, and is in a clean and comfortable condition suitable for the provision of the applicable Delivery Services;
4.1.4 You are at least 18 years of age (or, if the age at which You are permitted to provide the Delivery Services under Applicable Law in the Territory is higher than 18, You are of at least that age);
4.1.5 You have and will maintain a valid policy of liability insurance for the operation of the Vehicle and/or business insurance to cover any anticipated losses related to the provision of the Delivery Services, in each case covering damage to You, any goods or other items, Your Vehicle, and any third parties, at a level of coverage that satisfies the minimum requirements under Applicable Law and the Policies. MilkRun does not control, or advise You on, Your insurance arrangements, nor is it obliged to arrange the insurance on Your behalf;
4.1.6 You will comply at all times with all Applicable Laws and the Policies, and will notify MilkRun if You are in breach of any Applicable Laws or the Policies;
4.1.7 You will only use the Services for lawful purposes and only for the purposes for which they are intended to be used;
4.1.8 You do not have a criminal record in the Territory or any other jurisdiction;
4.1.9 You will promptly provide MilkRun with any additional documents or information requested by MilkRun, including proof of identity, proof of ownership or right to use the Vehicle. You acknowledge that You may be subject to background, criminal record and driving record checks from time to time and You will cooperate with these as required by MilkRun;
4.1.10 You shall ensure that any documents and information provided by You (or on Your behalf) to MilkRun are at all times accurate, current, complete and not misleading;
4.1.11 You shall only use an internet access point and data account which You are authorised to use;
4.1.12 You shall not engage in any fraudulent, misleading, deceptive, illegal or criminal conduct; and
4.1.13 You shall not impair or circumvent the proper operation of the system or network which the Services operate on.
4.2     You are the provider of the Delivery Services and shall therefore be solely responsible for the safe, efficient and proper performance of Delivery Services using all reasonable care and skill. You shall be solely responsible for providing all necessary equipment, materials, tools and other items necessary for the safe, efficient and proper performance of the Delivery Services. You are responsible for Your own safety, and that of Merchants’ goods, in the performance of the Delivery Services, and You shall take all necessary precautions.
Your interactions with Merchants
4.3     Your provision of Delivery Services to Merchants creates a direct relationship between You and the Merchant, to which MilkRun is not a party. MilkRun is not responsible or liable for the acts or omissions of a Merchant in relation to You. To the maximum extent permitted by Applicable Law, You have the sole responsibility for any obligations or liabilities to Merchants or third parties that arise from Your provision of the Delivery Services.
4.4     Although You are solely responsible for the Delivery Services, MilkRun has the right to deal with any complaints that Merchants have through MilkRun’s complaints handling process, or any complaints that You may have about any Merchant. You agree to cooperate fully with such process, and to submit any complaint You may have via the Driver Application. MilkRun also reserves the right, at its sole discretion, to redirect any such complaints to You directly and may choose to facilitate discussions with the Merchant. You agree to comply with Applicable Law, the terms of this Agreement and the Policies in Your handling of such Merchant complaints. MilkRun’s complaints handling process shall not exclude any rights or remedies that cannot be excluded or limited under Applicable Law.
Your interactions with third parties
4.5     You may have an opportunity to enter into arrangements with a third party via the Services. Any such arrangements will be solely between You and the applicable third party, and MilkRun has no responsibility or liability in relation to such arrangements. MilkRun does not endorse any third party providers, applications or websites that are available through the Services, and in no event shall MilkRun, its licensors or any of its Affiliates be responsible for any content, products, services or other materials on or available from such third party providers, applications or websites.
 

5. YOUR ACCOUNT

5.1     In order to access the Services as an individual driver or vehicle operator, You must register for and maintain an Account as a user of the Driver Application.
5.2     You are responsible for all activities conducted on Your Account. You:
5.2.1 must only have one Account;
5.2.2 must keep Your Account information (including Your login details) confidential and secure;
5.2.3 must not provide any other person with access to Your Account, including to transfer the Account or information from Your Account to any other person; and
5.2.4 must promptly notify MilkRun if You suspect any unauthorised access to or use of Your Account.
5.3     MilkRun reserves the right to block or deny access to Your Account, and/or block features available in the Driver Application, at any time, with or without notification, without prejudice to its other rights and remedies:
5.3.1 if MilkRun deems, in its sole discretion, that You have violated any term of this Agreement or the Policies;
5.3.2 during an investigation;
5.3.3 if You owe any money to MilkRun;
5.3.4 if this Agreement is terminated for any reason;
5.3.5 if MilkRun deems, in its sole discretion, that Your Account may be used for or be involved in any fraudulent, illegal or other criminal activity; and/or
5.3.6 at any other time in MilkRun’s reasonable discretion.

6. YOUR USE OF THE SERVICES

6.1     Subject to Your compliance with this Agreement, MilkRun and its licensors grant You a revocable, limited, non-exclusive, non-transferable, royalty-free licence during the term of this Agreement and in the Territory, to access and use the Services, including the Driver Application and any information and materials provided through the Driver Application, solely for Your personal use for the purpose of connecting You with Merchants in respect of Delivery Services.
6.2     All rights not expressly granted to You under this Agreement are reserved by MilkRun and its licensors. Nothing in this Agreement transfers any ownership in or to the Services (in whole or in part) to You.
6.3     In using the Services, You shall not:
6.3.1 license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way;
6.3.2 modify or make derivative works based on the Services, or reverse engineer or access the underlying software for any reason;
6.3.3 use the Services to build a competitive product or service, build a product using similar ideas, features, functions or graphics as the Services, copy any ideas, features, functions or graphics of the Services, or launch an automated program or script which may make multiple server requests per second, or which unduly burdens or hinders the operation and/or performance of the Services, or attempt to gain unauthorised access to the Services or related systems or networks;
6.3.4 use any application or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure, presentation or content of the Services;
6.3.5 post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights, or remove any copyright, trademark or other proprietary rights notices contained in the Services;
6.3.6 send or store any material for unlawful or fraudulent purposes;
6.3.7 send spam or other unsolicited messages;
6.3.8 send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material;
6.3.9 send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;
6.3.10 interfere with or disrupt the integrity or performance of the Services or the data contained therein;
6.3.11 impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity;
6.3.12 deliberately misrepresent Your location, or make or receive orders for Delivery Services other than via the Merchant Application or which are fake;
6.3.13 cause nuisance, annoyance, inconvenience, harassment, personal injury or property damage, whether to MilkRun (and its officers, directors, members, employees and agents), any Merchant, or any other party; or
6.3.14 damage MilkRun’s reputation in any way.

7. YOUR MOBILE DEVICE

7.1     Your access to the Driver Application will be through a Mobile Device. It is Your responsibility to check and ensure that You download the correct software (including the latest version of the Driver Application) for Your Mobile Device. MilkRun is not liable if You do not have a compatible device or if You do not have the latest version of the software (including the latest version of the Driver Application) for Your Mobile Device.
7.2     You are solely responsible for the procurement and use of the Mobile Device including but not limited to the purchase of the Mobile Device itself.
7.3     You are solely responsible for having in place an appropriate internet and mobile plan and for any fees charged by Your telecommunications service provider, such as telephone, SMS and internet data fees. You acknowledge that Your use of the Services may consume large amounts of data and that You will be solely responsible for such usage and the associated fees.
7.4     If a Mobile Device is lost, stolen, broken and/or no longer in Your possession, and this exposes Your Account information to someone else or otherwise affects MilkRun’s legal rights and/or remedies, You must immediately notify MilkRun and follow the procedures notified by MilkRun.
7.5     You may only access Your Account through the Mobile Device which uses the telephone number provided to MilkRun during the Account registration. You must not lend, lease or transfer the Mobile Device to any other person for the purpose of accessing Your Account without MilkRun’s prior written consent.

8. YOUR RELATIONSHIP WITH MILKRUN

8.1     Your relationship with MilkRun is that of an independent contractor. You expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship (including from a labour law, tax law or social security law perspective), between MilkRun and You, nor result in You being engaged by MilkRun as a worker or a deemed worker; and (b) no joint venture, partnership, or agency relationship exists between MilkRun and You. You have no authority to bind MilkRun and You undertake not to hold Yourself out as an employee, agent, worker or representative of MilkRun.
8.2     You acknowledge that MilkRun does not, and does not seek to, exercise any general rights of control over You and Your activities. You retain the absolute discretion to accept, decline, or cancel any request for Delivery Services via the Driver Application and to determine how long You wish to use the Services for. If You no longer wish to use the Services, You can choose to cease doing so at any time. You have complete discretion as to whether to use the Services. You are also free in Your absolute discretion to engage in any occupation or business of Your choosing.
8.3     If, notwithstanding clauses 8.1 and 8.2, You are found to be an employee, agent, worker or representative of MilkRun by mandatory provision of Applicable Law, You agree that any payments made to You will be taken to be inclusive of: (a) superannuation contributions; (b) social security and insurance contributions and premiums, employee insurance contributions and premiums, compulsory government saving fund contributions and equivalent contributions; and (c) amounts equivalent to all taxes (including but not limited to income taxes) payable by You in respect of those payments; and (d) equivalent or analogous payments or liabilities in any jurisdiction, in each case that MilkRun may be required to pay by such mandatory provision of Applicable Law.

9. FINANCIAL TERMS

Driver Application
9.1     Payment for Your use of the Services shall be made in accordance with clause 9.8. The download and/or use of the Driver Application is provided for You to receive the Services and is provided on a royalty-free basis.
Delivery Fees and Additional Charges
9.2     You are entitled to charge Merchants a fee for Delivery Services, which may include:
9.2.1 a fee for each instance of Delivery Services; and
9.2.2 any other amounts payable by the Merchant to You (together, the Delivery Fees).
9.3     You may be allowed to charge Merchants and/or other parties certain additional fees, which may include:
9.3.1 any cancellation charges;
9.3.2 any other amounts in accordance with the Merchant Terms of Use or the Policies; and
9.3.3 any applicable taxes in respect of the above, calculated in accordance with Applicable Law (together, the Additional Charges).
9.4     As part of the Services, MilkRun facilitates the Merchant’s payment of the Merchant Fee and Additional Charges by suggesting the fee for each instance of Delivery Services, any cancellation or other charges and/or taxes (as applicable), which are calculated via the Driver Application. 
9.5     MilkRun may update the basis on which any component of Delivery Fees or Additional Charges (as applicable) is calculated via the Driver Application, at any time in its absolute discretion. Any such update will be notified to You. Any Delivery Fees or Additional Charges on or after the date on which the update takes effect shall be subject to the updated calculation.
9.6     You acknowledge and agree that MilkRun may, to the extent permitted by Applicable Law, adjust or cancel the Delivery Fees or Additional Charges (or any part thereof) payable in connection with a particular instance of Delivery Services, acting reasonably (for example, where MilkRun determines that there is an error in the original calculation, that You have not complied with this Agreement or the Policies, that a fee was charged when it should not have been (or vice versa), or in the case of a complaint from a Merchant).
Payment Methods –  Delivery Fees
9.7     Merchants may choose to pay the Delivery Fees, and any other amounts payable by Merchants to MilkRun, by the payment methods offered via the Merchant Application from time to time, including (where applicable) credit or debit card, as follows:
9.7.1 The amount of the Delivery Fees and Additional Charges, after deduction of any amounts owed to MilkRun (including the Service Fee), will be credited into Your account at a weekly frequency 
9.7.2 MilkRun may from time to time, in its sole discretion, amend payment frequency or schedule to You
Incentive Payments
9.8     MilkRun may from time to time, in its sole discretion, offer incentive payments based on You meeting specified criteria and complying with specified conditions, this Agreement and the Policies. You have absolute discretion as to whether or not to participate in the offer. If You do decide to participate, any incentive payments are conditional on You meeting all of the specified criteria and complying with all of the specified conditions, this Agreement and the Policies to MilkRun’s reasonable satisfaction. If You do not do so, You may not receive the relevant incentive payments. If You receive an incentive payment, the amount of the payment will be credited into Your account.
Service Fees
9.9     MilkRun will receive a service fee equal to a 0.25 per order (less any applicable tax component therein) received or receivable by You, on a per-transaction basis, as payment for Your use of the Services (Service Fees). Service Fees shall be inclusive of VAT/GST. Service Fees are non-refundable. The relevant fee will be calculated via the Services from time to time and may be applied at any time by MilkRun. MilfkRun may update the basis on which the Service Fees are calculated via the Services, at any time in its absolute discretion. Any such update will be notified to You. Any Service Fees payable to MilkRun on or after the date on which the update takes effect will be subject to the updated calculation. As part of the Services, a receipt or transaction history will be generated for each instance of Delivery Services, documenting the Delivery Fees payable by the Merchant in each instance.
9.10     MilkRun will deduct the Service Fees, as well as any amount You owe to MilkRun and any other amounts MilkRun is required to withhold or deduct by Applicable Law, from Your delivery income receivable, at a frequency determined by MilkRun in its discretion from time to time.
9.11   You acknowledge and agree that MilkRun may:
9.11.1 deduct or set-off from amounts owed to You (including the Delivery Fees or any incentive payments) any amounts that You owe to MilkRun (including the Service Fees), or require You to remit to MilkRun any amounts that have been incorrectly remitted to Your designated bank account;
9.11.2 without prejudice to MilkRun’s other rights and remedies, suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or may involve any criminal activity or where it reasonably believes You or the Merchant are in breach of this Agreement or the Policies. In such an event, You shall not hold MilkRun liable for any withholding of, delay in, suspension of, or cancellation of, any payment (including any Delivery Fees or incentive payments) to You, and for this purpose, MilkRun shall be entitled to deduct any amounts from Your Driver Wallet.
Taxes
9.12     This Agreement shall be subject to all applicable prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be in force and in connection with any applicable future taxes that may be introduced at any point of time.
9.13     You agree that You are solely responsible for taxes on Your own income arising from Your performance of the Delivery Services. You warrant that You will perform the necessary obligations imposed by the relevant tax or revenue authority in relation to the reporting of Your income and payment of taxes on the same.
9.14     You agree that MilkRun may in its sole discretion (but subject always to clause 8) declare, collect and/or pay any relevant taxes on Your behalf, and disclose all necessary or relevant information to the relevant tax or revenue authority for such purposes. To the extent authorised or permitted under Applicable Law, MilkRun shall be entitled to withhold or deduct any amounts from Your Driver Wallet for the purpose of declaring, collecting, and/or paying any relevant taxes on Your behalf.
9.15     You agree to do everything necessary and required by Applicable Law to enable, assist and/or defend MilkRun to claim or verify any applicable input tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with the Services.

10. WARRANTIES, INDEMNITIES AND LIABILITIES

Indemnities
10.1   You shall defend, indemnify and hold harmless MilkRun, its licensors and each such party’s Affiliates and their respective officers, directors, members, employees and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:
10.1.1 Your breach of any term of this Agreement, the Policies, or any Applicable Law;
10.1.2 Your provision of the Delivery Services;
10.1.3 Your use of the Services;
10.1.4 taxes and tax liabilities, duties, levies, claims and penalties that are imposed on You and/or on any MilkRun in connection with Your own income arising from Your performance of the Delivery Services or otherwise arising from Your failure to comply with Your tax obligations; and
10.1.5 any claim asserting that You are an employee, worker, agent or representative of MilkRun, or if You may be deemed to be an employee, worker, agent or representative of MilkRun or any MilkRun Group Company, any claims by any other person, entity, regulator or government authority based on such implied employment, worker, agency or representative relationship, including in respect of superannuation contributions, wages, duties, withholdings, social security and insurance contributions and premiums, employee insurance contributions and premiums, compulsory government saving fund contributions and equivalent or analogous payments or liabilities in any jurisdiction,
and, for this purpose, MilkRun shall be entitled to deduct any amounts from Your delivery income receivable.
Basis on which the Services are provided
o 10.2   The Services are provided “as is” and “as available”. To the maximum extent permitted by Applicable Law, MilkRun disclaims all representations and warranties, express, implied or statutory, save as expressly set out in this Agreement, including any warranties of merchantability, fitness for a particular purpose, reasonable care and skill and non-infringement.
10.3   Without limitation to clause 10.2, MilkRun makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the Services, or that the Services will be uninterrupted or error-free, or will operate in combination with any other hardware, software, system or data, or that any data will be accurate or reliable. MilkRun does not guarantee the quality, suitability, safety or ability of third party providers. MilkRun does not guarantee that Your use of the Services will generate any minimum number of requests for Delivery Services or any minimum Delivery Fees for You. The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications including the device used by You or the Merchant being faulty, not connected, out of range, switched off or not functioning. MilkRun is not responsible for any delays, delivery failures, damages or losses resulting from such problems.
Exclusions and limitations of liability
10.4   Nothing in this Agreement limits or excludes a party’s liability for death or personal injury caused by negligence, for fraud, or for any other liability to the extent it cannot be limited or excluded under Applicable Law.
10.5   To the maximum extent permitted by Applicable Law, MilkRun shall not be liable for:
10.5.1 indirect, incidental, special, exemplary, punitive or consequential damages;
10.5.2 loss of use, lost profits, lost data, lost business, lost goodwill, lost contracts or lost opportunity; and
10.5.3 personal injury, death, or property damage,
o arising from, related to or otherwise in connection with the Services or this Agreement, whether in contract, tort, breach of statutory duty or otherwise.
10.6   To the maximum extent permitted by Applicable Law, in no event shall MilkRun’s maximum aggregate liability arising under and in connection with the Services and/or this Agreement, whether in contract, tort, breach of statutory duty or otherwise, exceed the Service Fees paid to MilkRun in connection with Your Account in the six (6) month period immediately preceding the event giving rise to the claim.
10.7   Any claims You have against MilkRun under or in connection with the Services or this Agreement must be notified to MilkRun within one year after the events giving rise to such claim, failing which (to the maximum extent permitted by Applicable Law) You will forfeit any rights and remedies You have in respect of such claim.

11. TERM AND TERMINATION

11.1   This Agreement shall continue until terminated in accordance with its terms.
11.2   MilkRun may terminate this Agreement:
11.2.1 at any time for any reason by giving notice to You;
11.2.2 immediately, with or without notice, if You are in breach of any term of this Agreement, without prejudice to MilkRun’s other rights and remedies; and
11.2.3 immediately, with or without notice, if You are breach of any other agreement with MilkRun.
11.3   You are under no obligation to use the Services and may cease using them at any time in Your sole and absolute discretion by permanently deleting the Driver Application from Your Mobile Device, thus disabling Your use of the Driver Application. This Agreement is automatically terminated if Your Account is closed.
11.4   On termination or expiry of this Agreement for any reason, You shall:
11.4.1 immediately delete and fully remove the Driver Application from Your Mobile Device;
11.4.2 immediately cease using the Services (save to the extent that You are permitted to use the Merchant Application as a Merchant pursuant to the Merchant Terms of Use); and
11.4.3 promptly (and in any event within three days), pay any money owed to MilkRun (which shall become immediately due and payable on termination or expiry) (and, for this purpose, MilkRun shall be entitled to deduct the relevant amount from Your delivery earnings).
11.5   The parties shall have no further obligations or rights under this Agreement after termination or expiry of the Agreement, without prejudice to any obligations or rights which have accrued to either party at the time it is terminated, save that the provisions of clauses 2, 3, 8, 9.11 to 9.14, 10, 11, 12, 13 and 14 of this Agreement and any other clause which expressly or by its nature is intended to survive, shall continue to have effect after the end of this Agreement.

12. PRIVACY

12.1   You agree and consent to MilkRun using and processing Your personal information as set out in our Privacy Policy, as attached in Schedule 1 hereof and amended from time to time.
12.2   To the extent that You have access to any personal information in connection with the Services, You agree to process it in accordance with Applicable Law, the Policies (including the Privacy Policy) and MilkRun’s instructions. Without limitation, in using the Services, You may have access to certain Merchant Information. You agree that Your Use of such Merchant Information shall be strictly limited to usage as is necessary in order to perform the Delivery Services in accordance with this Agreement. Without limitation, You shall keep the Merchant Information secure and shall not share the Merchant Information with anyone else, or retain a copy of the Merchant Information, or use it for any other purpose.

13. DISPUTES

13.1   This Agreement (and any and all disputes arising out of or in connection with this Agreement (including any alleged breach, or challenge to the validity or enforceability, of this Agreement or any provision hereof)) will be subject to the laws of Singapore.
13.2   Any and all disputes arising out of or in connection with this Agreement shall be submitted to competent court in Singapore for final resolution.

14. GENERAL

14.1   MilkRun shall not be liable for delay or failure in performance resulting from causes beyond MilkRun’s reasonable control.
14.2   You shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of MilkRun or any of its affiliated companies.
14.3   MilkRun may amend this Agreement at its sole discretion from time to time. MilkRun will use its reasonable endeavours to notify You of any material changes to the Agreement; however You agree that it is Your responsibility to review the Agreement regularly and Your continued use of the Services will constitute Your acceptance to the amendments. Otherwise, no addition to or modification of this Agreement will be binding on the parties unless made in writing by the parties.
14.4   The rights of each party under this Agreement may be exercised as often as necessary, are cumulative and not exclusive of rights or remedies provided by law and may be waived only in writing and specifically. Delay in the exercise or non-exercise of any right is not a waiver of that right.
14.5   This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby also exclude all implied terms in fact. In entering into this Agreement, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in this Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this Agreement excludes liability for fraud or any other liability that cannot be limited or excluded under Applicable Law.
14.6   You may not assign, sub-license, transfer, subcontract, or otherwise dispose of any of Your rights or obligations, under this Agreement without MilkRun’s prior written consent. MilkRun may at any time assign, sub-license, transfer, subcontract or otherwise dispose of its rights or obligations under this Agreement without notice or consent (save to the extent required by Applicable Law).
14.7   If any Court or relevant authority determines that any part of this Agreement is illegal, invalid or unenforceable under Applicable Law, the remaining parts of this Agreement will remain in full force and effect and the relevant part will be replaced with a provision that is legal, valid and enforceable and that has, to the maximum extent possible, an equivalent effect to the substituted part of this Agreement.
14.8   A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.
14.9   MilkRun may give notice to You by means of a general notice published on the Driver Application or otherwise via the Services, the Website, the Policies, or to Your email address set out in Your Account. 
Schedule 1
PRIVACY POLICY
(Nov 2020)
 
The following Privacy Policy describes how we, MilkRun (Meili Technologies Pte Ltd) (together “we”, “us” or “our”), collect, store, use, transfer, disclose and protect your Personal Information. This Privacy Policy applies to all users of the MilkRun Application (which includes the driver application and the merchant application).
 
Please read this Privacy Policy thoroughly to ensure that you understand our data processing and protection practices. This Privacy Policy includes the following matters:
 
1. Definitions
2. Personal Information which we collect
3. The use of Personal Information which we collect
4. Sharing of Personal Information which we collect
5. Cross-border transfers of Personal Information
6. Retention of Personal Information
7. Access and correction of Personal Information
8. Where we store your Personal Information
9. Security of your Personal Information
10. Changes to this Privacy Policy
11. Language
12. Acknowledgement and consent
13. Marketing and promotional material
14. Anonymised data
15. Third party websites
16. How to contact us
 
1. DEFINITIONS
Unless otherwise defined below, all capitalised terms used in this Privacy Policy shall have the same meanings ascribed to them in the Driver Services Agreement and/or the User Terms of Use (as applicable).
1. “Application” means the driver application and/or the merchant application, as applicable.
2. “Governmental Authority” means any governmental, regulatory or administrative authority, agency, commission, board, bureau, court or instrumentality of any kind (including but not limited to any central bank, monetary authority, or securities exchange).
3. “Personal Information” means data, whether true or not, about an individual who can be identified from that data, or from that data and other information to which we have or are likely to have access. This may include an individual’s name, address, date of birth, occupation, phone number, e-mail address, biometric information, credit card details, gender, photo, health data, financial related information and other information which, when taken together with other information, would enable an individual to be identified.
 
2.  PERSONAL INFORMATION WHICH WE COLLECT
a. We collect certain information (which may include Personal Information) about you. The Personal Information which we collect may be provided by you directly (for example, when you register as a User or Transportation Provider, or you otherwise provide Personal Information to us) or by third parties, or be collected automatically when you use the Application. We may collect information in various forms and for various purposes (including purposes permitted under Applicable Law). 
 
Information obtained from you or from your mobile device directly
When you register and create an Account with us using the Application, you have to provide to us certain Personal Information. If you are using the Application as a User, you have to provide us with your name or Account ID, e-mail address, and phone number that you will use to access the Application after registration. If you are using the Application as a Transportation Provider, you have to provide to us additional Personal Information as part of the Transportation Provider onboarding process. This could include details of your Vehicle; licences, approvals, and other authorisations for you to operate the Vehicle and to provide the Transportation Services; your insurance policy; biometric data; and your bank account details.
When you use the Application, you have to provide to us such relevant information as may reasonably be required by us in order for the Application to work. For example:
If you are using the Application as a User, you will need to provide us with information as to the type of Transportation Service you seek, and details as to the pick-up and/or drop-off locations.
If you are using the Application as a Transportation Provider, in order for the Application to work, you will need to provide us with information as to the Transportation Services you are able to accept orders for at the time, and details as to your current location, and after an order for a Transportation Service placed by a User is accepted by you as the Transportation Provider, you may need to provide us with other data that we need to manage the Application and ecosystem, and to monitor overall usage of the Application.   
When a payment is made through the electronic money facility within the Application, if you are the payer, you will provide to us information relating to the payment, such as the type of payment card used, the name of the issuer of that payment card, the name of the account holder for that payment card, the number of that payment card, and the amount of money paid.
When you are using the chat feature in our Application, you will provide us with the phone number of our users and non-users in your mobile phonebook to enable the chat feature.
b.  Information collected whenever you use the Application or visit our Website
Whenever you use the Application or visit our Website, we may collect certain technical data concerning your usage such as, internet protocol (IP) address, information as web pages previously or subsequently viewed, duration of every visit/session, the internet device identity (ID), mobile advertising ID or media access control address, and also other device information regarding the manufacturer, model and operating system of the device that you use to access the Application or our Website.
Whenever you use the Application or visit our Website, certain information may also be collected on an automated basis using cookies. Cookies are small application files stored on your computer or mobile device. We use cookies to track user activity to enhance user interface and experience. Most mobile devices and internet browsers support the use of cookies; but you may adjust the settings on your mobile device or internet browser to reject several types of certain cookies or certain specific cookies. Your mobile device and/or browser would also enable you to delete at any time whatever cookies have previously been stored. However, doing so may affect the functionalities available on the Application or our Website.
Whenever you use the Application through your mobile device, we will track and collect your geo-location information in real-time. In some cases, you will be prompted or required to activate the Global Positioning System (GPS) on your mobile device to enable us to give you a better experience in using the Application (for example, to give you information as to how close a Transportation Provider is to you).
If You use the Application as a Transportation Provider, we collect your geo-location information when the Application is running in the foreground (i.e., the Application is open and on-screen) and in the background (i.e., the Application is open but not on screen), so long as you are signed into the Application.
If You use the Application as a User, we collect your geo-location information when the Application is running in the foreground. We endeavour to cease collection of your geo-location information when the Application is in the background, but such information may still be collected unintentionally. You can always choose to disable the geo-location tracking information on your mobile device temporarily. However, this may affect the functionalities available on the Application.
If you allow the Application to access the camera function on your mobile device, any images that you share with a User or Transportation Provider (as applicable) via the chat feature on the Application will be collected by us.
c.  Information collected from third parties
We may also collect Your Personal Information from third parties (including our agents, vendors, suppliers, contractors, partners and any others who provide services to us, who collect your Personal Information and/or perform functions on our behalf, or whom we collaborate with). In such cases, we will only collect Your Personal Information for or in connection with the purposes for which such third parties are engaged or the purposes of our collaboration with such third parties (as the case may be), provided that we have taken reasonable steps to ensure that such third parties would undertake to us to obtain Your consent for the disclosure of Your Personal Information to us in line with this Privacy Policy and Applicable Law, or You have otherwise provided Your consent to us for such disclosure.
d.  Information about third parties you provide to us
You may provide us with, or allow us access to information relating to third parties (which may include Personal Information relating to your spouse, family members or friends). You will of course need their consent to do so – see “Acknowledgement and Consent”, below, for further information.
e.  National Identification Numbers. Where you are a Transportation Provider, please note that we are entitled to collect, use, and disclose your NRIC number or Foreign Identification Number (“FIN”) to comply with our obligations under Applicable Law and to prevent, detect and investigate any fraudulent activity over the Application.
3.  THE USE OF PERSONAL INFORMATION WHICH WE HAVE COLLECTED
We may use Personal Information collected for any of the following purposes as well as for such other purposes as are permitted by Applicable Law:
a. Where you are a User, we may use your Personal Information:
to identify you and to register you as a User and to administer, manage, authenticate, or verify your Account as such;
to facilitate or enable any checks as we may in our discretion consider necessary before we register you as a User, including any know-your-customer (“KYC”) processes;
to enable Transportation Providers to provide you with such of the Transportation Services as you have requested;
to process and facilitate orders and payment transactions made by you, including where applicable, transactions made through any payment systems and services available over the Application;
to communicate with you and to send you information in connection with the use of the Application;
to notify you of any updates to the Application or changes to the Transportation Services available;
to process and respond to enquiries and feedback received from you;
to maintain, develop, test, enhance and personalise the Application to meet your needs and preferences as a User;
to monitor and analyse user activities and demographic data including trends and usage of the various Transportation Services available on the Application; and
to send you direct marketing communications and information on special offers or promotions.
b. Where you are a Transportation Provider, we may use your Personal Information:
to identify you and to register you as a Transportation Provider and to administer, manage, authenticate, or verify your Account as such;
to facilitate or enable any checks as we may in our discretion consider necessary before we register you as a Transportation Provider, including any KYC processes and any other checks on your identity and Vehicle to facilitate compliance with our obligations under Applicable Law;
to enable you to provide Transportation Services to Users;
to process and facilitate payments due to you relating to any Transportation Services you have provided;
to communicate with you and send you information in relation to the provision of your Transportation Services, including to relay User orders to you and to facilitate your acceptance of such orders;
to notify you of any updates to the Application or changes to the manner in which Transportation Services are to be provided;
to process and respond to feedback from Users as to safety generally or as to the quality of the Transportation Services which you have provided;
to maintain, develop, test, enhance and personalise the Application to meet your needs and preferences as a Transportation Provider;
to monitor and analyse user activities and demographic data including trends and Transportation Provider responsiveness for the various Transportation Services available on the Application; and
to send you direct marketing and promotional communications and information on special offers or promotions.
c. Whether you are a User or a Transportation Provider or otherwise provide Personal Information to us, we may also use your Personal Information more generally for the following purposes (although we will in each such case always act reasonably and use no more Personal Information than what is required for the particular purpose):
to undertake associated business processes and functions;
to monitor usage of the Application and administer, support and improve the performance efficiency, user experience and the functions of the Application;
to provide assistance in relation to and to resolve any technical difficulties or operational problems with the Application or the Transportation Services;
to generate statistical information and analytics data for the purpose of testing, research, analysis and product development;
to prevent, detect and investigate any prohibited, illegal, unauthorised or fraudulent activities;
to facilitate business asset transactions (which may extend to any mergers, acquisitions or asset sales) involving us and/or any of our Affiliates; and
to enable us to comply with our obligations under any Applicable Law, including but not limited to responding to regulatory enquiries, investigations or directives, complying with statutory or regulatory filing and reporting requirements, and conducting audit checks, due diligence and internal investigations.
4.  SHARING OF PERSONAL INFORMATION WHICH WE COLLECT
a.  We may disclose to or share with Affiliates and other parties your Personal Information for any of the following purposes as well as for such other purposes as are permitted by Applicable Law (although we will in each such case always act reasonably and disclose or share no more Personal Information than what is required for the particular purpose): 
where you are a User, for the purpose of enabling a Transportation Provider, to perform or deliver a Transportation Service, including to contact you;
where you are a Transportation Provider, for the purpose of enabling a User to request or receive a Transportation Service from you, including to contact you;
facilitating or enabling any checks as we may in our discretion consider necessary before we register you as a User or Transportation Provider, including any KYC processes and any other checks to facilitate compliance with our obligations under Applicable Law;
where required or authorised by Applicable Law (including but not limited to responding to regulatory enquiries, investigations or directives, or complying with statutory or regulatory filing and reporting requirements), for the purpose so specified in that Applicable Law; or complying with any request, order, directive or other instruction from a Governmental Authority;
where there is any form of legal proceeding between you and us, or between you and another party, in connection with, or relating to the Transportation Services, for the purposes of that legal proceeding;
in an emergency concerning your health (whether you are a User or a Transportation Provider) for the purposes of dealing with that emergency;
in a situation concerning your health or public interest (whether you are a User or a Transportation Provider), we may share your Personal Information to the relevant Governmental Authorities with competent jurisdiction or which have a cooperation with us, for the purposes of contact tracing, supporting government initiatives, policies or programs, public safety and any other purposes reasonably needed;
in connection with, or during negotiations of, any merger, sale of company assets, consolidation or restructuring, financing or acquisition of all or a portion of our business by or into another company, for the purposes of such a transaction (even if the transaction is eventually not proceeded with);
where we share Personal Information with third parties (including our agents, vendors, suppliers, contractors, partners and any others who provide services to us, perform functions on our behalf, or whom we enter into commercial collaboration with), for or in connection with the purposes for which such third parties are engaged, to perform certain disclosure to the relevant third parties which are technically required to process your transaction or for the purposes of our collaboration with such third parties (as the case may be), which may include allowing such third parties to introduce or offer products or services to You, or other conducting activities including marketing, research, analysis, checks (including background and verification checks), and product development; and
where we share Personal Information with Affiliates, we will only do so for the purpose of them helping us to provide the Application or to operate our business (including, where you have subscribed to our mailing list, for direct marketing purposes), or for the purpose of them conducting data processing on our behalf. For example, a MilkRun Affiliate in another country may process and/or store your Personal Information on behalf of the MilkRun company in your country. All of our Affiliates are committed to processing the Personal Information that they receive from us in line with this Privacy Policy and Applicable Law.
b.  Where it is not necessary for the Personal Information disclosed or shared with other parties to be associated with you, we will use reasonable endeavours to remove the means by which the Personal Information can be associated with you as an individual before disclosing or sharing such information. 
c.  We will not sell or lease Your Personal Information to any third parties. 
d.  Other than as provided for in this Privacy Policy, we may disclose or share your Personal Information if we notify you of this in advance and we have obtained your consent for the disclosure or sharing. 
5.  CROSS-BORDER TRANSFERS OF PERSONAL INFORMATION
Your Personal Information may be transferred to, stored, used and processed in a jurisdiction other than your home nation or otherwise in the country, state and city in which you are present while using any services provided by us (“Alternate Country”), to companies under MilkRun group which are located outside of your home nation or Alternate Country and/or where MilkRun group’s servers and/or service providers and partners are located outside of your home nation or Alternate Country. You understand and consent to the transfer of your Personal Information out of your home nation or Alternate Country as described herein.
 
6.  RETENTION OF PERSONAL INFORMATION
a. Your Personal Information will only be held for as long as it is necessary to fulfill the purpose for which it was collected, or for as long as such retention is required or authorised by Applicable Law. We shall cease to retain Personal Information, or remove the means by which the Personal Information can be associated with you as an individual, as soon as it is reasonable to assume that the purpose for which that Personal Information was collected is no longer being served by retention of Personal Information and retention is no longer necessary for legal or business purposes.
b. Please note that there is still the possibility that some of your Personal Information might be retained by the other party (e.g., the Transportation Provider (if you are the User), or the User (if you are the Transportation Provider) or other Governmental Authority) in some manner (such as, by means of a screen capture). In the event we share your Personal Information to third parties, you agree and acknowledge that the retention of your Personal Information by the relevant institutions will follow their respective policy on data retention. Information relayed through communications between Users and Transportation Providers made other than through the use the Application (such as by telephone, mobile messaging or other modes of communication or through collection of your Personal Information by our agents) may also be retained by some means. We do not authorise the retention of Personal Information by such means and we have no responsibility to you for the same. To the fullest extent permitted by Applicable Law, we shall not be liable for any such retention of your Personal Information. You agree to indemnify, defend and release us, our officers, directors, employees, agents, suppliers, contractors and Affiliates from and against any and all claims, losses, liabilities, expenses, damages and costs (including but not limited to legal costs and expenses on a full indemnity basis) resulting directly or indirectly from any unauthorised retention of your Personal Information.
7.  ACCESS AND CORRECTION OF PERSONAL INFORMATION
a. You may request us for access to and/or the correction of your Personal Information in our possession and control, by contacting us at the details provided in MilkRun Application. Subject to Applicable Law, we reserve the right to charge an administrative fee for such requests.
b. We reserve the right to refuse your requests for access to, or to correct, some or all of your Personal Information in our possession or control, if permitted or required under any Applicable Law. This may include circumstances where the Personal Information may contain references to other individuals or where the request for access or request to correct is for reasons which we reasonably consider to be trivial, frivolous or vexatious.
 
8. WHERE WE STORE YOUR PERSONAL INFORMATION
a. The Personal Information that we collect from you may be stored at, transferred to, or processed by third party service providers. We will use all reasonable endeavours to ensure that all such third party service providers provide a level of protection that is comparable to our commitments under this Privacy Policy.
b. Your Personal Information may also be stored or processed outside of your country by personnel who work for us in other countries, or by our third party service providers, suppliers, contractors or Affiliates, to the extent permitted under Applicable Law. In such a case, we will ensure that such Personal Information remains subject to a level of protection comparable to what is required under the laws of your country (and, in any event, in line with our commitments in this Privacy Policy).
9.  SECURITY OF YOUR PERSONAL INFORMATION
Confidentiality of your Personal Information is of utmost importance to us. We will use all reasonable efforts to protect and secure your Personal Information against access, collection, use or disclosure by unauthorised persons and against unlawful processing, accidental loss, destruction and damage or similar risks. Unfortunately, the transmission of information via the Internet is not completely secure. Although we will do our best to protect your Personal Information, you acknowledge that we cannot guarantee the integrity and accuracy of any Personal Information which you transmit over the Internet, nor guarantee that such Personal Information would not be intercepted, accessed, disclosed, altered or destroyed by unauthorised third parties, due to factors beyond our control. You are responsible for keeping your Account details confidential and you must not share your password with anyone and you must always maintain the security of the mobile device that you use.
 
10.  CHANGES TO THIS PRIVACY POLICY
We may review and amend this Privacy Policy at our sole discretion from time to time, to ensure that it is consistent with our future developments, and/or changes in legal or regulatory requirements. If we decide to amend this Privacy Policy, we will notify you of any such amendments by means of a general notice published on the Application and/or Website, or otherwise to your e-mail address set out in your Account. You agree that it is your responsibility to review this Privacy Policy regularly for the latest information on our data processing and data protection practices, and that your continued use of the Application or Website, communications with us, or access to and use of the Transportation Services following any amendments to this Privacy Policy will constitute your acceptance to the amendments.
 
11.  LANGUAGE
This Privacy Policy is drafted in the English language. If this Privacy Policy is translated into another language, the English language text shall in any event prevail. 
 
12.  ACKNOWLEDGEMENT AND CONSENT
a. By accepting the Privacy Policy, you acknowledge that you have read and understood this Privacy Policy and you accept all of its terms. In particular, you agree and consent to us collecting, using, disclosing, storing, transferring, or otherwise processing your Personal Information in accordance with this Privacy Policy.
b. In circumstances where you provide us with information relating to third parties (which may include Personal Information relating to your spouse, family members or friends), you represent and warrant that you have obtained such third party’s consent for, and hereby consent on behalf of such third party to, the collection, use, disclosure and processing of such information by us.
c. You may withdraw your consent to any or all collection, use or disclosure of your Personal Information at any time by giving us reasonable notice in writing using the contact details stated below. You may also withdraw your consent for us to send you certain communications and information via any “opt-out” or “unsubscribe” facility contained in our messages to you. Depending on the circumstances and the nature of the consent which you are withdrawing, you must understand and acknowledge that after such withdrawal of consent, you may no longer be able to use the Application or the Transportation Services. A withdrawal of consent by you may result in the termination of your Account or of your contractual relationship with us, with all accrued rights and obligations remaining fully reserved. Upon receipt of your notice to withdraw consent for any collection, use or disclosure of your Personal Information, we will inform you of the likely consequences of such withdrawal so that you can decide if indeed you wish to withdraw consent.
13.  MARKETING AND PROMOTIONAL MATERIAL
a. We may send you marketing and promotional communications via post, telephone call, short message service (SMS), e-mail, online messaging, or push notifications via the Application to notify you about special privileges, promotions, or events offered or organised by us, our partners, sponsors, or advertisers, or to provide updates on our Application and/or the products and services offered therein (“Marketing Material”), if you have agreed to subscribe to our mailing list and/or consented to receive such Marketing Material from us.
b. You may opt out from receiving such Marketing Material at any time by clicking on any “unsubscribe” facility embedded in the relevant message, or otherwise contacting us using the contact details stated below. Please note that if you opt out, we may still send you non-promotional messages, such as ride receipts, or information about your Account or Application.
14.  ANONYMISED DATA
We may create, use, license or disclose Personal Information, provided, however, (i) that all identifiers have been removed such that the data, alone or in combination with other available data, cannot be attributed to or associated with or cannot identify any person, and (ii) that has been combined with similar data such that the original data forms a part of a larger data set.
 
15.  THIRD PARTY PLATFORMS
a. The Application, Website, and Marketing Material may contain links to websites, plug-ins, and applications that are operated by third parties (“Third Party Platforms”). Clicking on these links or enabling any connections to these Third Party Platforms may allow such third parties to collect and process your Personal Information. We may also occasionally use Third Party Platforms to collect your Personal Information. Before submitting or uploading any Personal Information over these Third Party Platforms, you should consult the terms and conditions and privacy policies of these Third Party Platforms to find out how they collect and use your Personal Information. We do not control nor accept liability or responsibility for these Third Party Platforms and/or the collection, use, maintenance, sharing, or disclosure of data and information by such third parties.
b. When you are using our Application and enable the fingerprints and/or facial recognition features in your mobile device for authentication purposes, please note that we do not store such biometric data. Unless otherwise notified to you, such data is stored in your mobile device and may also be stored by other third parties, such as your device’s manufacturer. You agree and acknowledge that we are not responsible for any unauthorised access or loss towards such biometric data stored in your device.
c. Advertisements contained on our Application, Website, or operate as links to the advertiser’s website and as such any information they collect by virtue of your clicking on that link will be collected and used by the relevant advertiser in accordance with the privacy policy of that advertiser.
MilkRun Singapore

MilkRun, proudly created by Meili Technologies Pte Ltd

20 Jalan Afifi #07-01, Certis Cisco Centre,
Singapore 409179

admin@milkrunsg.app
+65 9144 1894

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