THIS AGREEMENT
BETWEEN YOU AND NCS PTE. LTD. (“NCS”) GOVERNS YOUR USE OF THE BECONNECT PRODUCT,
SOFTWARE, SERVICES, AND WEBSITES (COLLECTIVELY REFERRED TO AS THE “SERVICES”).
IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THE FOLLOWING TERMS. BY CLICKING
“AGREE,” YOU ARE AGREEING THAT THESE TERMS WILL APPLY IF YOU CHOOSE TO ACCESS
OR USE THE SERVICES.
1.1
The
definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: your employees,
agents and independent contractors who are authorised by you to use the
Services and the Documentation, as further described in clause 2.2(d).
Business Day: any day
which is not a Saturday, Sunday or public holiday in Singapore.
Change of Control: the
direct or indirect acquisition of either the majority of the voting stock, or
of all, or substantially all, of the assets, of a party by another entity in a
single transaction or a series of transactions.
Confidential Information:
information that is proprietary or confidential and is either clearly labelled
as such or identified as Confidential Information in clause 11.5 or which
from the circumstances surrounding its disclosure or the content thereof should
reasonably be understood as proprietary or confidential.
Customer Data: the data
inputted by you, Authorised Users, or NCS on your behalf for the purpose of
using the Services or facilitating your use of the Services.
Documentation: the
document made available to you by NCS which sets out a description of the
Services and the user instructions for the Services.
Effective Date: the date
of this agreement.
Initial Subscription Term: the
initial term of one year commencing on the Effective Date.
Renewal Period: the
period described in clause 14.1.
Reseller: the authorised reseller of the Services from whom you purchased the
Services, if any.
Software: the
online software applications provided by NCS as part of the Services.
Subscription Fees: the
subscription fees payable by you, or where you are purchasing the Services from
a Reseller, payable by the Reseller, to NCS for the Services.
Subscription Term: has the
meaning given in clause 14.1.
Support Services Policy: NCS’
policy for providing support in relation to the Services as set out in the
Documentation.
User Subscription: the user
subscription purchased by you pursuant to clause 9.1 which
entitle one Authorised User to access and use the Services and the
Documentation in accordance with this agreement.
Virus: any thing
or device (including any software, code, file or programme) which may: prevent,
impair or otherwise adversely affect the operation of any computer software,
hardware or network, any telecommunications service, equipment or network or
any other service or device; prevent, impair or otherwise adversely affect
access to or the operation of any programme or data, including the reliability
of any programme or data (whether by re-arranging, altering or erasing the
programme or data in whole or part or otherwise); or adversely affect the user
experience, including worms, trojan horses, viruses and other similar things or
devices.
1.2
Clause
and paragraph headings shall not affect the interpretation of this agreement.
1.3
A
person includes an individual, corporate or unincorporated body (whether or not
having separate legal personality) [and that person's legal and personal
representatives, successors or permitted assigns].
1.4
A
reference to a company shall include any company, corporation or other body
corporate, wherever and however incorporated or established.
1.5
Words
in the singular shall include the plural and vice versa.
1.6
A
reference to one gender shall include a reference to the other genders.
1.7
A
reference to a statute or statutory provision is a reference to it as it is in
force for the time being, taking account of any amendment, extension, or
re-enactment and includes any subordinate legislation for the time being in
force made under it.
1.8
A
reference to writing or written includes faxes but not e-mail.
1.9
References
to clauses and schedules are to the clauses and schedules of this agreement;
references to paragraphs are to paragraphs of the relevant schedule to this
agreement.
2.1
Subject
to the terms and conditions of this agreement, NCS hereby grants to you a
non-exclusive, non-transferable right to use the Services and the Documentation
and to permit the Authorised Users to use the Services and the Documentation,
during the Subscription Term solely for your internal business operations.
2.2
In
relation to the Authorised Users, you undertake that:
(a)
the
maximum number of Authorised Users that you authorise to access and use the
Services and the Documentation shall not exceed the number of User
Subscriptions which you have purchased from time to time;
(b)
you
will not allow or suffer any User Subscription to be used by more than one
individual Authorised User unless it has been reassigned in its entirety to
another individual Authorised User, in which case the prior Authorised User
shall no longer have any right to access or use the Services and/or
Documentation;
(c)
each
Authorised User shall, in his/her use of the Services and Documentation, comply
with the restrictions and requirements of this Agreement and to be liable for
any breach thereof by such Authorised User;
(d)
each
Authorised User shall keep a secure password for his use of the Services and
Documentation and that each Authorised User shall keep his password
confidential;
(f)
if
any of the audits referred to in clause 2.2(e) reveal
that any password has been provided to any individual who is not an Authorised
User, then without prejudice to NCS’ other rights, you shall promptly disable
such passwords and NCS shall not issue any new passwords to any such
individual; and
(g)
if
any of the audits referred to in clause 2.2(e) reveal
that the number of Authorised Users exceed the number of User Subscriptions
which have been purchased by you, you shall purchase the shortfall in the
number of User Subscriptions from NCS at then applicable price or, as the case
may be, from the Reseller, within [10] Business Days of the date of the
relevant audit.
2.3
You
shall not access, store, distribute or transmit any Viruses, or any material
during the course of its use of the Services that:
(a)
is
unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or
racially or ethnically offensive;
(b)
facilitates
illegal activity;
(c)
depicts
sexually explicit images;
(d)
promotes
unlawful violence;
(e)
is
discriminatory based on race, gender, colour, religious belief, sexual
orientation, disability, or any other illegal activity; or
(f)
causes
damage or injury to any person or property;
and in the
event of any breach of the foregoing, NCS reserves the right, without liability
to you, to disable your access to such material or to terminate the Services.
2.4
You
shall not:
(a)
except
as may be allowed by any applicable law which is incapable of exclusion by
agreement between the parties or to the extent expressly permitted under this
agreement:
(i)
attempt
to copy, modify, duplicate, create derivative works from, frame, mirror,
republish, download, display, transmit, or distribute all or any portion of the
Software and/or Documentation (as applicable) in any form or media or by any
means; or
(ii)
attempt
to reverse compile, disassemble, reverse engineer or otherwise reduce to
human-perceivable form all or any part of the Software; or
(b)
access
all or any part of the Services and Documentation in order to build a product
or service which competes with the Services; or
(c)
use
the Services and/or Documentation to provide services to third parties; or
(d)
subject
to clause 19.1, license,
sell, rent, lease, transfer, assign, distribute, display, disclose, or
otherwise commercially exploit, or otherwise make the Services and/or
Documentation available to any third party except the Authorised Users; or
(e)
attempt
to obtain, or assist third parties in obtaining, access to the Services and/or
Documentation, other than as provided under this clause 2; or
(f)
use
the Services:
(i)
in
a way prohibited by law, regulation, governmental order or decree;
(ii)
to
violate the rights of others;
(iii)
to
try to gain unauthorized access to or disrupt any service, device, data,
account or network;
(iv)
to
spam or distribute malware;
(v)
in
a way that could harm the Services or impair use of it by any other person; or
(vi)
in
any application or situation where failure of the Services could lead to the
death or serious bodily injury of any person, or to physical or environmental
damage;
and in the event of
any breach of the foregoing, NCS reserves the right, without liability to you,
to disable your access to or terminate the Services.
2.5
You
shall use all reasonable endeavours to prevent any unauthorised access to, or
use of, the Services and/or the Documentation and, in the event of any such
unauthorised access or use, promptly notify NCS.
2.6
The
rights provided under this clause 2 are
granted to you only, and shall not be considered granted to any of your related
corporations.
3.1
Subject
to clause 3.2, you may,
from time to time during any Subscription Term, purchase additional User Subscriptions
and NCS shall grant access to the Services and the Documentation to such
additional Authorised Users in accordance with the provisions of this
agreement.
4.1
NCS
shall, during the Subscription Term, provide the Services and make available
the Documentation to you on and subject to the terms of this agreement.
4.2
NCS
shall use commercially reasonable endeavours to achieve the service levels set
out in the appendix to this agreement subject to scheduled and unscheduled
downtime as specified in the appendix.
4.3
NCS
will, as part of the Services and at no additional cost to you, provide you with
NCS’ standard customer support services in accordance with the NCS’ current Support
Services Policy. NCS may amend such Support Services Policy in its sole and
absolute discretion from time to time.
5.1
You
shall own all rights, title and interest in and to all of the Customer Data and
shall have sole responsibility for the legality, reliability, integrity, accuracy
and quality of the Customer Data.
5.2
NCS
shall not be obliged to archive or back up any Customer Data and shall not be
responsible for any loss, destruction, alteration or disclosure of Customer
Data caused by any third party (except those third parties sub-contracted by NCS
to perform services related to Customer Data maintenance).
5.3
NCS
shall, in providing the Services, comply with its Privacy and Security Policy
relating to the privacy and security of the Customer Data available at http://www1.singtel.com/personal/dataprotection.html
or such other website address as may be notified to you from time to time, as
such document may be amended from time to time by NCS in its sole discretion.
5.4
If
NCS processes any personal data on your behalf when performing its obligations
under this agreement, the parties record their intention that you shall be the
data controller and NCS shall be a data intermediary and in any such case:
(a)
you
acknowledge and agree that the personal data may be transferred or stored
outside Singapore or the country where you and the Authorised Users are located
in order to carry out the Services and NCS’ other obligations under this
agreement;
(b)
you
shall ensure that you are entitled to transfer the relevant personal data to NCS
so that NCS may lawfully use, process and transfer the personal data in
accordance with this agreement on your behalf;
(c)
you
shall ensure that the relevant third parties have been informed of, and have
given their consent to, such use, processing, and transfer as required by all
applicable data protection legislation;
(d)
NCS
shall process the personal data only in accordance with the terms of this
agreement and any lawful instructions reasonably given by you from time to
time; and
(e)
each
party shall take appropriate technical and organisational measures against
unauthorised or unlawful processing of the personal data or its accidental
loss, destruction or damage.
6.1
You
acknowledge that the Services may enable or assist you to access the website
content of, correspond with, and purchase products and services from, third
parties via third-party websites and that you do so solely at your own risk. NCS
makes no representation or commitment and shall have no liability or obligation
whatsoever in relation to the content or use of, or correspondence with, any
such third-party website, or any transactions completed, and any contract
entered into by you with any such third party. Any contract entered into and
any transaction completed via any third-party website is between you and the
relevant third party, and not NCS. NCS recommends that you refer to the third
party’s website terms and conditions and privacy policy prior to using the
relevant third-party website. NCS does not endorse or approve any third-party
website nor the content of any of the third-party website made available via
the Services.
7.2
The
undertaking at clause 7.1 shall not
apply to the extent of any non-conformance which is caused by use of the
Services contrary to the NCS’ instructions, or modification or alteration of
the Services by any party other than NCS or its duly authorised contractors or
agents. If the Services do not conform with the foregoing undertaking, NCS will,
at its expense, use all reasonable commercial endeavours to correct any such
non-conformance promptly, or provide you with an alternative means of
accomplishing the desired performance. Such correction or substitution
constitutes your sole and exclusive remedy for any breach of the undertaking
set out in clause 7.1.
Notwithstanding the foregoing, NCS:
(a)
does
not warrant that the your use of the Services will be uninterrupted or
error-free; nor that the Services, Documentation and/or the information
obtained by you through the Services will meet your requirements; and
(b)
is
not responsible for any delays, delivery failures, or any other loss or damage
resulting from the transfer of data over communications networks and
facilities, including the internet, and you acknowledge that the Services and
Documentation may be subject to limitations, delays and other problems inherent
in the use of such communications facilities.
7.3
This
agreement shall not prevent NCS from entering into similar agreements with
third parties, or from independently developing, using, selling or licensing
documentation, products and/or services which are similar to those provided
under this agreement.
You shall:
(a)
provide
NCS with:
(i)
all
necessary co-operation in relation to this agreement; and
(ii)
all
necessary access to such information as may be required by NCS;
in
order to render the Services, including but not limited to Customer Data,
security access information and configuration services;
(b)
comply
with all applicable laws and regulations with respect to its activities under
this agreement;
(c)
carry
out all other responsibilities set out in this agreement in a timely and
efficient manner. In the event of any delays in your provision of such
assistance as agreed by the parties, NCS may adjust any agreed timetable or
delivery schedule as reasonably necessary;
(d)
ensure
that the Authorised Users use the Services and the Documentation in accordance
with the terms and conditions of this agreement and shall be responsible for
any Authorised User’s breach of this agreement;
(e)
obtain
and shall maintain all necessary licences, consents, and permissions necessary
for NCS, its contractors and agents to perform their obligations under this
agreement, including without limitation the Services;
(f)
ensure
that your network and systems comply with the relevant specifications provided
by NCS from time to time; and
(g)
be
solely responsible for procuring and maintaining your network connections and
telecommunications links from its systems to NCS’ data centres, and all
problems, conditions, delays, delivery failures and all other loss or damage arising
from or relating to your network connections or telecommunications links or
caused by the internet.
9.2
NCS
may, at its sole discretion, impose an interest charge for any delayed payment
at the rate of one and a half percent (1.5%) per month or, if lower, at the
highest rate permitted by law, for the period commencing from the date of such
amount is due until the date such amount is received by NCS.
9.3
The
Subscription Fees are exclusive
of any Goods and Services Tax, sales taxes, withholding taxes, duties,
shipping, handling, insurance, brokerage, and any other fees and charges of any
jurisdiction which may be imposed on or in respect of the Services provided by
NCS to you. You shall pay such taxes, fees and charges immediately as and when
they fall due with the exception of taxes based upon NCS’ net income.
9.4
If
NCS has not received payment within 30 days after the due date (whether from
you or your Reseller), and without prejudice to any of its other rights and
remedies, NCS may, without prejudice to its rights under clause 14.3, without
liability to you, disable your password(s), account(s) and access to all or
part of the Services and NCS shall be under no obligation to provide any or all
of the Services while the invoice(s) concerned remain unpaid.
9.5
NCS
shall be entitled to increase the Subscription Fees, including without
limitation the fees payable in respect of the User Subscriptions, upon 30 days'
prior notice to you.
9.6
Clauses
9.1, 9.2 and 9.3 shall not apply where you have purchased the Services from the
Reseller.
10.1
You
acknowledge and agree that NCS and/or its licensors own all intellectual
property rights in the Services and the Documentation. Except as expressly
stated herein, this agreement does not grant you any rights to, or in, patents,
copyrights, database rights, trade secrets, trade names, trade marks (whether
registered or unregistered), or any other rights or licences in respect of the
Services or the Documentation.
10.2
NCS
confirms that it has all the rights in relation to the Services and the
Documentation that are necessary to grant all the rights it purports to grant
under, and in accordance with, the terms of this agreement.
11.1
Each
party may be given access to Confidential Information from the other party in
order to perform its obligations under this agreement. A party's Confidential
Information shall not be deemed to include information that:
(a)
is
or becomes publicly known other than through any act or omission of the
receiving party;
(b)
was
in the other party's lawful possession before the disclosure;
(c)
is
lawfully disclosed to the receiving party by a third party without restriction
on disclosure;
(d)
is
independently developed by the receiving party, which independent development
can be shown by written evidence; or
(e)
is
required to be disclosed by law, by any court of competent jurisdiction or by
any regulatory or administrative body.
11.2
Each
party shall hold the other's Confidential Information in confidence and, unless
required by law, not make the other's Confidential Information available to any
third party, or use the other's Confidential Information for any purpose other
than the implementation of this agreement.
11.3
Each
party shall take all reasonable steps to ensure that the other's Confidential
Information to which it has access is not disclosed or distributed by its
employees or agents in violation of the terms of this agreement.
11.4
Neither
party shall be responsible for any loss, destruction, alteration or disclosure of
Confidential Information caused by any third party.
11.5
You
acknowledges that details of the Services, and the results of any performance
tests of the Services, constitute NCS’ Confidential Information.
11.6
NCS
acknowledges that the Customer Data is your Confidential Information.
11.7
This
clause 11 shall
survive termination or expiry of this agreement.
12.1
You
shall defend, indemnify and hold harmless NCS against claims, actions,
proceedings, losses, damages, expenses and costs (including without limitation
court costs and reasonable legal fees) arising out of or in connection with your
use of the Services and/or Documentation or any breach of this agreement. NCS
shall give you prompt notice of any such claim and provide reasonable
co-operation to you in the defence and settlement of such claim at your expense;
and you shall be given sole conduct of the defence of the claim.
12.2
NCS
shall, subject to clause 12.5, defend you
and any Authorised User against any claim that the Services or Documentation
infringes any intellectual property rights of a third party, and shall pay you for
any amounts awarded against you in judgment or settlement of such claims,
provided that:
(a)
NCS
is given prompt written notice of any such claim;
(b)
you
provide reasonable co-operation to NCS in the defence and settlement of such
claim, at NCS’ expense;
(c)
you
do not admit to any liability or agree to any settlement or compromise without
the prior written consent of NCS; and
(d)
NCS
is given sole authority to defend or settle the claim.
12.3
In
the defence or settlement of any claim, NCS may (i) procure the right for you to
continue using the Services, (ii) replace or modify the Services so that they
become non-infringing or, (iii) if such remedies are not reasonably available,
terminate this agreement on 2 Business Days’ notice to you without any
additional liability or obligation to pay liquidated damages or other
additional costs to you. Any Subscription Fees paid in advance in respect of
any period after such termination will be refunded to you.
12.4
In
no event shall NCS, its employees, agents and sub-contractors be liable to you to
the extent that the alleged infringement is based on:
(a)
a
modification of the Services or Documentation by anyone other than NCS; or
(b)
your
use of the Services or Documentation in a manner contrary to the instructions
given to you or in breach of this agreement; or
(c)
your
use of the Services or Documentation after notice of the alleged or actual infringement
from NCS or any appropriate authority.
13.1
This
clause 13 sets out
the entire financial liability of NCS (including any liability for the acts or
omissions of its employees, agents and sub-contractors) to you in respect of:
(a)
any
breach of this agreement;
(b)
any
use made by you of the Services and Documentation or any part of them; and
(c)
any
representation, statement or tortious act or omission (including negligence)
arising under or in connection with this agreement.
(a)
you
assume sole responsibility for results obtained from your use of the Services
and the Documentation, and for conclusions drawn from such use. NCS shall have
no liability for any damage caused by errors or omissions in any information,
instructions or scripts provided to NCS by you in connection with the Services,
or any actions taken by NCS at your direction;
(b)
all
warranties, representations, conditions and all other terms of any kind whatsoever
implied by statute or common law are, to the fullest extent permitted by
applicable law, excluded from this agreement; and
(c)
the
Services and the Documentation are provided to you on an "as is"
basis.
(a)
for
death or personal injury caused by NCS’ negligence; or
(b)
for
fraud.
13.4
Subject
to clause 13.2 and
clause 13.3:
(a)
NCS
shall not be liable whether in tort (including for negligence or breach of
statutory duty), contract, misrepresentation, restitution or otherwise for any
loss of profits, loss of business, depletion of goodwill and/or similar losses
or loss or corruption of data or information, or pure economic loss, or for any
special, indirect or consequential loss, costs, damages, charges or expenses
however arising under this agreement; and
14.1
This
agreement shall commence on the Effective Date and shall, unless otherwise
terminated as provided in this clause 14, continue
for the Initial Subscription Term and, thereafter, this agreement shall be
automatically renewed for successive periods of 12 months (each a Renewal Period), unless either party
notifies the other party of termination, in writing, at least 30 days before
the end of the Initial Subscription Term or any Renewal Period, in which case
this agreement shall terminate upon the expiry of the applicable Initial
Subscription Term or Renewal Period. The Initial Subscription Term together
with any subsequent Renewal Periods shall constitute the Subscription
Term.
14.2
Without
prejudice to any other rights or remedies to which NCS may be entitled, NCS may
terminate this agreement immediately upon written notice to you without
liability to you if:
(a)
any
amount owed by you to NCS is not paid within thirty days after its due date for
payment;
(b)
you
commit a breach of clause 2 of this agreement;
(c)
you
commit a breach of this agreement (other than a breach referred to in clauses
14.2(a) and (b)) and (if such a breach is remediable) fails to remedy that
breach within 30 days of you being notified in writing of the breach; or
(d)
(where
you have purchased the Services from the Reseller) the agreement between NCs
and the Reseller pursuant to which NCS authorises the Reseller to resell the
Services is terminate for any reason; or
(e)
an
order is made or a resolution is passed for your winding up or judicial
management, or circumstances arise which entitle a court of competent
jurisdiction to make a winding-up or judicial management order in relation to you;
or
(f)
a
receiver or receiver and manager is appointed of any of your assets or
undertaking, or if circumstances arise which entitle a court of competent
jurisdiction or a creditor to appoint a receiver or receiver and manager over
you, or if any other person takes possession of or sells your assets; or
(g)
you
make any arrangement or composition with your creditors, or make an application
to a court of competent jurisdiction for the protection from your creditors in
any way; or
(h)
you
cease, or threaten to cease, to trade; or
(i)
you
take or suffer any similar or analogous action in any jurisdiction in
consequence of debt.
14.3
Where
NCS is entitled to terminate this agreement pursuant to clause 14.3, NCS may
elect to suspend the Services in lieu of terminating this agreement for such
period of time as it deems appropriate in its absolute discretion without
prejudice to its right to terminate this agreement at any time thereafter.
14.4
On
expiry or termination of this agreement for any reason:
(a)
all
licences granted under this agreement shall immediately terminate;
(b)
each
party shall return and make no further use of any equipment, property,
Documentation and other items (and all copies of them) belonging to the other
party;
(c)
NCS
will destroy or delete any of the Customer Data in its possession; and
(d)
the
accrued rights of the parties as at termination, or the continuation after
termination of any provision expressly stated to survive or implicitly
surviving termination, shall not be affected or prejudiced;
(e)
(in
the case of termination of this Agreement under clause 14.2(d)), you may request
to purchase the Services directly from NCS or from another authorised reseller
of the Services.
NCS shall
have no liability to you under this agreement if it is prevented from or
delayed in performing its obligations under this agreement, or from carrying on
its business, by acts, events, omissions or accidents beyond its reasonable
control, including, without limitation, strikes, lock-outs or other industrial
disputes (whether involving the workforce of NCS or any other party), failure
of a utility service or transport or telecommunications network, act of God,
war, riot, civil commotion, malicious damage, compliance with any law or
governmental order, rule, regulation or direction, accident, breakdown of plant
or machinery, fire, flood, storm or default of suppliers or sub-contractors.
16.1
A
waiver of any right under this agreement is only effective if it is in writing
and it applies only to the party to whom the waiver is addressed and to the
circumstances for which it is given.
16.2
Unless
specifically provided otherwise, rights arising under this agreement are
cumulative and do not exclude rights provided by law.
17.1
If
any provision (or part of a provision) of this agreement is found by any court
or administrative body of competent jurisdiction to be invalid, unenforceable
or illegal, the other provisions shall remain in force.
17.2
If
any invalid, unenforceable or illegal provision would be valid, enforceable or
legal if some part of it were deleted, the provision shall apply with whatever
modification is necessary to give effect to the commercial intention of the
parties.
18.1
This
agreement, and any documents referred to in it, constitute the whole agreement
between the parties and supersede any previous arrangement, understanding or
agreement between them relating to the subject matter they cover.
18.2
Each
of the parties acknowledges and agrees that in entering into this agreement it
does not rely on any undertaking, promise, assurance, statement,
representation, warranty or understanding (whether in writing or not) of any
person (whether party to this agreement or not) relating to the subject matter
of this agreement, other than as expressly set out in this agreement.
19.1
You
shall not, without prior written consent of NCS, assign, transfer, charge,
sub-contract or deal in any other manner with all or any of its rights or
obligations under this agreement.
19.2
NCS
may at any time assign, transfer, charge, sub-contract or deal in any other
manner with all or any of its rights or obligations under this agreement.
Nothing in
this agreement is intended to or shall operate to create a partnership between
the parties, or authorise either party to act as agent for the other, and
neither party shall have the authority to act in the name or on behalf of or
otherwise to bind the other in any way (including, but not limited to, the
making of any representation or warranty, the assumption of any obligation or
liability and the exercise of any right or power).
This
agreement does not confer any rights on any person or party (other than the
parties to this agreement and, where applicable, their successors and permitted
assigns) pursuant to the Contracts (Rights of Third Parties) Act.
22.1
This
agreement and any disputes or claims arising out of or in connection with it or
its subject matter or formation (including non-contractual disputes or claims)
are governed by, and construed in accordance with, the laws of Singapore.
22.2
The
parties irrevocably agree that the courts of Singapore have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection
with this agreement or its subject matter or formation (including
non-contractual disputes or claims).