{"id":42030,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-lycos-bertelsmann-gmbh-and-cyberian-outpost-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-lycos-bertelsmann-gmbh-and-cyberian-outpost-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/agreement-lycos-bertelsmann-gmbh-and-cyberian-outpost-inc.html","title":{"rendered":"Agreement &#8211; Lycos-Bertelsmann GmbH. and Cyberian Outpost Inc."},"content":{"rendered":"<pre>\n                                   AGREEMENT\n                                   ---------\n\n\n     This Agreement dated as of 25th March, 1998 (the 'Agreement Date'), is made\nby and between Lycos-Bertelsmann GmbH., a German Corporation with a principal \nplace of business at Carl-Bertelsmann-Strasse. 161L, Postfach 310, D-33311, \nGutersloh, Germany, ('Lycos-Bertelsmann'), and Cyberian Outpost, Inc. a US \ncompany with a principal place of business at 27 North Main Street, PO Box 636, \nKent, Connecticut, USA ('Cyberian Outpost')\n\n     The effective date of this agreement is the 7th April 1998 and this \nagreement runs through 6th April 1999\n\n\n                                   Recitals\n                                   --------\n\n     A.   Lycos-Bertelsmann is the owner or licensee of certain Web services \n(collectively, the 'Lycos-Bertelsmann Services'), which are accessible through \nthe URLs www.lycos.co.uk, www.lycos.de, www.lycos.it, www.lycos.fr, \n         ---------------  ------------  ------------  ------------ \nwww.lycos.es, www.lycos.nl, (together with all localized adaptations operated\n------------  ------------\nby Lycos-Bertelsmann' subsidiaries, joint ventures and licensees around the \nworld, the 'Lycos-Bertelsmann Site'):\n\n     B.   Cyberian Outpost, Inc. The operator of a Web site accessible through\nthe URL www.outpost.com, (the Cyberian Outpost site) that provides an on-line \n        ---------------\ncomputer hardware and software retail service over the Internet.\n\n     C.   Cyberian Outpost, Inc. desires to provide links from the \nLycos-Bertelsmann Site and\/or various Lycos-Bertelsmann Services to a co-branded\nversion of the Cyberian Outpost Site in order to increase traffic to the \nCyberian Outpost site\n\n     NOW, THEREFORE, for good and valuable consideration, receipt and \nsufficiency of which are hereby acknowledge, Lycos-Bertelsmann and Cyberian \nOutpost, Inc. hereby agree as follows:\n\n\n \n\n\n \n                                     Terms\n                                     -----\n\n          1\/   Lycos-Bertelsmann' Obligations:\n               ------------------------------\n\n          \n          Lycos-Bertelsmann will provide a fixed permanent test link on the \n          European Home Pages, along the lines of 'Click Here to buy \n          Hardware\/Software' or 'On-line Computer Store-click here', to be \n          prominently placed and agreed between the parties\n\n          Lycos-Bertelsmann will provide Cyberian Outpost with relevant KITI \n          words; e.g. PC.Drive.Software, Hardware, Peripherals etc. to be \n          provided by Cyberian Outpost [XX XXXXX XXXXXXX]\n\n          Fixed permanent .GIF test link in the 'Technology WebGuide' linking to\n          the co-branded Cyberian site.\n\n          Fixed permanent .GIF text link in the 'Shopping WebGuide' in each \n          country where that service exists and subsequently in new 'Shopping \n          WebGuides' as they become available from time to time\n\n          2\/   Cyberian Outpost, Inc.'s obligations:\n               -------------------------------------\n\n     A.   Cyberian Outpost, Inc. will make a one off Exclusive License Fee\n          payment of [XXXXXXX] to Lycos-Bertelsmann GmbH &amp; Co KG payable within\n          30 days of signature of this agreement, which represents [XXXXXXXXX]\n          per month of this agreement\n\n     B.   Cyberian Outpost, Inc. will make further payments of [XXXXXX] at 30\n          day intervals, the first to be received 60 days from the signature of\n          this agreement, with subsequent payments due at 30 day intervals\n          thereafter and for the duration of the agreement, and to total\n          [XXXXXXXX]\n\nC.        Cyberian Outpost, Inc. will, in addition, pay to Lycos-Bertelsmann\n          [XX] of net revenue from sales generated at Cyberian Outpost from each\n          user session referred to Cyberian Outpost from the Lycos-Bertelsmann\n          links, as described in this document, once Cyberian Outpost has earned\n          back its monthly slotting fee of [XXXXXXX]. Thus, Cyberian Outpost\n          will pay Lycos-Bertelsmann [XX] of all net product sales that exceed\n          [XXXXXXXX] each month from user sessions coming directly to Cyberian\n          Outpost from Lycos-Bertelsmann links. (The figure of [XXXXXXXX]\n          represents earning back our slotting fee at the rate of [XX])\n\n\n\n     C.   Cyberian Outpost will also provide:\n\n          Appropriate wording for Home Page text link\n\n          Appropriate KITI keywords and wording for the link out to the CYBERIAN\n          OUTPOST site from KITI searches [XXXXXXXXXXXXXX]\n\n          Appropriate runners to appear within the Technology WebGuide (Brand \n          Awareness and clik-thru generators)\n \n        3\/      Term and Exclusivity:\n                --------------------\n\n        The term ('Term') of this agreement shall commence on the Effective Date\nand continue for one year unless terminated earlier as provided below\n\n        Cyberian Outpost is the exclusive On-line computer hardware and software\nfor the period of the agreement in all areas other than Shopping, where Cyberian\nOutpost will be the Premiere Computer Retailer, defaulted as the front store in \nthe Computer areas of the Lycos-Bertelsmann 'Shopping WebGuides'.\n\n        This exclusivity to apply with regard to the companies outlined at Annex\nA to this agreement\n\n        4\/      Guaranteed Impressions:\n                ----------------------\n\n   Lycos-Bertelsmann guarantee [xxxxxx] Impressions across their pan-European\nsites over the period of the contract\n\n        5\/      Marks: Lycos-Bertelsmann hereby grants to Cyberian Outpost the \n                -----\nnon-exclusive, non-transferable right to use the Lycos-Bertelsmann Marks solely \nfor the purposes of co-branding specified in this Agreement. Cyberian Outpost \nhereby grants Lycos-Bertelsmann the non-exclusive, non-transferable right to use\nthe Cyberian Outpost Marks solely for the purposes specified in this Agreement. \nExcept as expressly stated herein, neither party shall make any other use of the\nother party's marks. Upon request of either party, the other party shall provide\nappropriate attribution of the use of the requesting party's marks. (E.g., 'Go \nGet It \/R\/ is a registered service mark of Lycos-Bertelsmann, Inc. All Rights \nReserved.').\n\n        6\/      Representations and Warranties: Each party hereby represents and\n                ------------------------------\nwarrants as follows:\n\n                a.      Corporate Power. Such party is duly organized and \n                        ---------------\nvalidly existing under the laws of the state of its incorporation and has full \ncorporate power and authority to enter into this Agreement and to carry out the \nprovisions hereof.\n\n                b.      Due Authorization. Such party is duly authorized to \n                        -----------------\nexecute and deliver this Agreement and to perform its obligations hereunder.\n\n                c.      Binding Agreement. This Agreement is a legal and valid \n                        -----------------\nobligation binding upon it and enforceable with its terms. The execution, \ndelivery and performance of this Agreement by such party does not conflict with \nany agreement, instrument or understanding, oral or written, to which it is a \nparty or by which it may be bound, nor violate any law or regulation of any \ncourt, government body or administrative or other agency having jurisdiction \nover it.\n\n                d.      Intellectual Property Rights. Such party has the full \n                        ----------------------------\nand exclusive right to grant or otherwise permit the other party to access the \nCyberian Outpost Site content and to use the trademarks, logos and trade names \nas set forth on this Agreement, and that it is aware of no claims by any third \nparties adverse to any of such property rights.\n\n        The representations and warranties and covenants in this Section 5 are \ncontinuous in nature and shall be deemed to have been given by each party at\nexecution of this Agreement and at each stage of performance hereunder. These \nrepresentations, warranties and covenants shall survive termination or \nexpiration of this Agreement.\n\n\n                                       3\n \n\n7\/   Limitation of Warranty. EXCEPT AS EXPRESSLY WARRANTED IN SECTION 5 ABOVE, \n     ----------------------\nEACH PARTY EXPRESSLY DISCLAIMS ANY FURTHER WARRANTIES, EITHER EXPRESS OR \nIMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF \nMERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.\n\n     8\/   Indemnification.\n          ---------------\n\n          a.     Cyberian Outpost Indemnity. Cyberian Outpost will at all times \n                 --------------------------      \n     indemnify and hold harmless Lycos-Bertelsmann and its officers, directors,\n     shareholders, employees, accountants, attorneys, agents, successors and\n     assigns from and against any and all third party claims, damages,\n     liabilities, costs and expenses, including reasonable legal fees and\n     expenses, arising out of or related to any breach of any warranty,\n     representation, covenant or agreement made by Cyberian Outpost in this\n     Agreement. Lycos-Bertelsmann shall give Cyberian Outpost prompt written\n     notice of any claim, action or demand for which indemnity is claimed.\n     Cyberian Outpost shall have the right, but not the obligation, to control\n     the defense and\/or settlement of any claim in which it is named as a party.\n     Lycos-Bertlesmann shall have the right to participate in any defense of a\n     claim by Cyberian Outpost with counsel of Lycos-Bertelsmann' choice at\n     Lycos-Bertlesmann' own expense. The foregoing indemnity is conditioned\n     upon: prompt written notice by Lycos-Bertelsmann to Cyberian Outpost of any\n     claim, action or demand for which indemnity is claimed; complete control of\n     the defense and settlement thereof by Cyberian Outpost; and such reasonable\n     cooperation by Lycos-Bertelsmann in the defense as Cyberian Outpost may\n     request.\n\n          b.     Lycos-Bertelsmann Indemnity. Lycos-Bertelsmann will at all \n                 ---------------------------\n     times defend, indemnify and hold harmless Cyberian Outpost and its\n     officers, directors, shareholders, employees, accountants, attorneys,\n     agents, successors and assigns from and against any and all third party\n     claims, damages, liabilities, costs and expenses, including reasonable\n     legal fees and expenses, arising out of or related to any breach of any\n     warranty, representation, covenant or agreement made by Lycos-Bertelsmann\n     in this Agreement. Cyberian Outpost shall give Lycos-Bertelsmann prompt\n     written notice of any claim, action or demand for which indemnity is\n     claimed. Lycos-Bertelsmann shall have the right, but not the obligation, to\n     control the defense and\/or settlement of any claim in which it is named as\n     a party. Cyberian Outpost shall have the right to participate in any\n     defense of a claim by Lycos-Bertelsmann with counsel defense of Cyberian\n     Outpost chose at its own expense. The foregoing indemnity is conditioned\n     upon; prompt written notice by Cyberian Outpost to Lycos-Bertlesmann of any\n     claim, action or demand for which indemnity is claimed; complete control of\n     the defense and settlement thereof by Lycos-Bertelsmann; and such\n     reasonable cooperation by Cyberian Outpost in the defense of Lycos-\n     Bertlesmann may request.\n\n9\/   Confidentiality Press Releases.\n     ------------------------------\n\n          a.     Non-Disclosure Agreement. The parties agree and acknowledge \n                 ------------------------\n                 that, as a result of negotiating, entering into and performing\n                 this Agreement, each party has and will have access to certain\n                 of the other party's Confidential Information (as defined\n                 below). Each party also understands and agrees that misuse\n                 and\/or disclosure of that information could adversely affect\n                 the other party's business. Accordingly, the parties agree\n                 that, during the Term of this Agreement and thereafter, each\n                 party shall use and reproduce the other party's Confidential\n                 Information only for purposes of this Agreement and only to the\n                 extent necessary for such purpose and shall restrict\n                 disclosure of the other party's Confidential Information to\n                 its employees, consultants or independent contractors with a\n                 need to know and shall not disclose the other party's\n                 Confidential Information to any third party without the prior\n                 written approval of the other party. Notwithstanding the\n                 foregoing, it shall not be a breach of this Agreement for\n                 either party to disclose Confidential Information of the other\n                 party if required to do so under law or in a judicial or other\n                 governmental investigation or proceeding, provided the other\n                 party has been given prior notice and the disclosing party has\n                 sought all available safeguards against widespread\n                 dissemination prior to such disclosure.\n\n\n \n\n            b.   Confidential Information Defined. As used in this Agreement, \n                 --------------------------------\nthe term 'Confidential Information' refers to: (i) the terms and conditions of \nthis Agreement: (ii) each party's trade secrets, business plans, strategies, \nmethods and\/or practices: and (iii) other information relating to either party \nthat is not generally known to the public, including information about either \nparty's personnel, products, customers, marketing strategies, services or future\nbusiness plans. Notwithstanding the foregoing, the term 'Confidential \nInformation' specifically excludes (A) information that is now in public domain \nor subsequently enters the public domain by publication or otherwise through no \naction or fault of the other party; (B) information that is known to either \nparty without restriction, prior to receipt from the other party under this \nAgreement, from its own independent sources a evidenced by such party's written\nrecords, and which was not acquired, directly or indirectly, from the other \nparty: (C) information that either party receives from any third party \nreasonably known by such receiving party to have a legal right to transmit such \ninformation, and not under any obligation to keep such information confidential;\nand (D) information independently developed by either party's employees provided\nthat either party can show that those same employees or agents had no access to \nthe Confidential Information received hereunder.\n\n            c.   Press Releases. Lycos-Bertelsmann and Cyberian Outpost may\n                 --------------\njointly prepare press releases concerning the existence of this Agreement and\nthe terms hereof. Otherwise, no public statements concerning the existence or\nterms of this Agreement shall be made or released to any medium except with the\nprior approval of Lycos-Bertelsmann and Cyberian Outpost or as acquired by law,\nexcept where such information is already clearly in the public domain or the \nsubject of existing jointly approved press releases.\n\n\n10\/   Termination. Either party may terminate this Agreement if (a) the other \n      -----------\nparty files a petition for bankruptcy or is adjudicated bankrupt; (b) petition \nin bankruptcy is filed against other party and such petition is not dismissed \nwithin sixty (60) days of the filing date: (c) the other party becomes insolvent\nor makes an assignment for the benefit of its creditors pursuant to any \nbankruptcy law: (d) a receiver is appointed for the other party or its business:\n(e) upon the occurrence of a material breach by the other party if such breach \nwithin thirty (30) days after written notice is received by the breaching party \nidentifying the matter constituting the material breach; (f) upon thirty (30) \ndays written notice if the other party's service [or product], viewed as a \nwhole, ceases to be competitive with substantially similar services then being \noffered by third parties. However, if within 120 days of the agreement date, \nLycos-Bertelsmann exercises the right to terminate the agreement under this \nclause, 10\/(f), Lycos-Bertelsmann must give 60 days notice to Cyberian Outpost\nand agrees to waive any further payments from Cyberian Outpost. Equally, should \nCyberian Outpost exercise this clause. 10(f), then they shall give 60 days \nnotice to Lycos-Bertelsmann and remain liable for subsequent monthly guaranteed \npayments falling due under the terms of this agreement within the 60 day notice \nperiod: (g) by mutual consent of the parties\n\n      11\/   Force Majeure. In the event that either party is prevented from \n            -------------\nperforming, or is unable to perform, any of its obligations under this Agreement\ndue to any cause beyond the reasonable control of the party invoking this \nprovision, the affected party's performance shall be excused and the time for \nperformance shall be extended for the period of delay or inability to perform \ndue to such occurrence.\n\n      12\/   Relationship of Parties. Cyberian Outpost and Lycos-Bertelsmann are \n            -----------------------\nindependent contractors under this Agreement, and nothing herein shall be \nconstrued to create a partnership, joint venture or agency relationship between \nCyberian Outpost and Lycos-Bertelsmann. Neither party has authority to enter \ninto agreements of any kind on behalf of the other.\n\n      13\/   Assignment Binding Effect. Neither Lycos-Bertelsmann and Cyberian\n            -------------------------\nOutpost may assign this Agreement or any other rights or delegate of its duties \nunder this Agreement without the prior written consent of the other.\n\n\n                                       5\n\n \n       14\/  Choice of Law and Forum. This Agreement, its interpretation, \n            -----------------------\nperformance or any breach thereof, shall be construed in accordance with, and \nall questions with respect thereto shall be determined by, the laws of the \nCommonwealth of Massachusetts applicable to contracts entered into and wholly to\nbe performed within said state. Cyberian Outpost hereby consents to the personal\njurisdiction of the Commonwealth of Massachusetts, acknowledges that venue is\nproper in any state or Federal court in the Commonwealth of Massachusetts,\nagrees that any action related to this Agreement must be brought in a state or\nFederal court in the Commonwealth of Massachusetts, and waives any objection\nCyberian Outpost has or may have in the future with respect to any of the\nforegoing.\n\n       15\/  Good Faith. The parties agree to act in good faith with respect to \n            ----------\neach of this Agreement and any dispute that may arise related hereto.\n\n       16\/  Additional Documents\/Information. The parties agree to sign and\/or \n            --------------------------------\nprovide such additional documents and\/or information as may reasonably be \nrequired to carry out the intent of this Agreement and to effectuate its \npurposes.\n\n       17\/  Counterparts. This Agreement may be executed in multiple\n            ------------\ncounterparts, each of which shall be deemed top be an original, but all of which\ntogether shall constitute one and the same instrument.\n\n       18\/  No Waiver. The waiver by either party of a breach or a default of \n            ---------\nany provision of this Agreement by the other party shall not be construed as a \nwaiver of any succeeding breach of the same or any other provision, nor shall \nany delay or omission on the part of either party to exercise or avail itself\nof any right, power, or privilege that it has, or may have hereunder, operate as\na waiver of any right, power or privilege by such party.\n\n       19\/  Successors and Assigns. This Agreement shall be binding upon and \n            ----------------------\ninure to the benefit of the parties hereto and their respective heirs, \nsuccessors and assigns.\n\n       20\/  Severability. Each provision of this Agreement shall be severable \n            ------------ \nfrom every other provision of this Agreement for the purpose of determining the \nlegal enforceability of any specific provision.\n\n       21\/  Notices. All notice required to be given under this Agreement must \n            -------\nbe given in writing and delivered either in hand, by certified mail, return \nreceipt requested, postage pre-paid, or by Federal Express or other recognized \novernight delivery service, all delivery charges pre-paid, and addressed:\n\n\n                If to Lycos-Bertelsmann:       Lycos-Bertelsmann-Bertelsmann \n                                               GmbH &amp; Co KG \n                                               Carl-Bertelsmann-Strasse. 161L\n                                               Postfach 315. D-33311 Gutersloh. \n                                               Germany\n                                               Fax No.: (449) 5241 8061655\n                                               Attention: Controller\n\n                With a copy to : Managing Director\n                                               Lycos-Bertelsmann-Bertelsmann \n                                               GmbH &amp; Co KG \n                                               18-21 Cavaye Place\n                                               London SW10 PG\n                                               Fax No: 0171 594 4444\n\n\n                                       6\n\n\n \n\n\nIf to Cyberian Outpost:\n\n\n\n\nWith a copy to:\n\n\n\n\n22\/         Entire Agreement. This Agreement contains the entire understanding \n            ----------------\nof the parties hereto with respect to the transactions and matters contemplated\nhereby, supersede all previous agreements between Lycos-Bertelsmann and Cyberian\nOutpost concerning the subject matter, and cannot be amended except by writing\nsigned by both parties. No party hereto has relied on any statement,\nrepresentation or promise of any other party or with any other officer, agent,\nemployee or attorney for the other party in executing this Agreement except as\nexpressly stated herein.\n\n23\/         Limitations of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY\n            ------------------------\nBE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR\nEXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF\nSUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH\nDAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE\nOR ANTICIPATED PROFITS OR LOST BUSINESS. IN NO EVENT SHALL EITHER PARTY BE\nLIABLE FOR DAMAGES IN EXCESS OF THE AMOUNT RECEIVED BY THE OTHER PARTY UNDER\nTHIS AGREEMENT, PROVIDED THAT THIS SECTION DOES NOT LIMIT EITHER PARTY'S\nLIABILITY TO THE OTHER FOR (A) WILLFUL AND MALICIOUS MISCONDUCT; (B) DIRECT\nDAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY; (C) BODILY INJURY OR DEATH CAUSED\nBY NEGLIGENCE; OR (D) INDEMNIFICATION OBLIGATIONS HEREUNDER.\n\nIN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement\nas of the ate set forth above.\n\nCyberian Outpost. Inc.                           Lycos-Bertelsmann-Bertelsmann\n\n\nBy: \/s\/ Darryl Peck                      By: \/s\/ Richard G. Spinks\n   -----------------------------            -------------------------------\nName: Darryl Peck                        Name: Richard G. Spinks\n\nTitle: President &amp; CEO                   Title: Business Development Director\nDate:                                    Date: 25\/3\/98\n \n\n\n                                    ANNEX A\n\n\n\n[xxxxxx]\n\n[xxxxxx]\n\nCDW (Computer Discount Warehouse)\n\n[xxxxxx]\n\nCompUSA\n\n[xxxxxx]\n\nCreative Computer\n\nEgghead\n\n[xxxxxx]\n\n[xxxxxx]\n\n[xxxxxx]\n\nInsight\n\n[xxxxxx]\n\nMicroCenter     \n\nMicro Warehouse\n\n[xxxxxx]\n\n[xxxxxx]\n\nPC Connection\n\n[xxxxxx]\n\n[xxxxxx]\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7254,8096],"corporate_contracts_industries":[9510,9497],"corporate_contracts_types":[9613,9619],"class_list":["post-42030","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cyberian-outpost-inc","corporate_contracts_companies-lycos-inc","corporate_contracts_industries-technology__programming","corporate_contracts_industries-retail__electronics","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42030","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42030"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42030"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42030"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42030"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}