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EXHIBIT A – SEO SERVICES (to apply if added to the products list of Purchase Agreement)
Please find the appropriate terms that apply to your campaign listed below and depicted by a lowercase letter [example: a.), b.), c.), etc…] under the corresponding letter sections as found on the purchase agreement you signed.
a) SEO Services
SEO Phrases. DCM will research relevant targeted Keyword phrases to be utilized during the optimization process. DCM will endeavor to maintain 1st page search engine placements and work towards achieving additional 1st page placements by the first Ranking Report which is within approximately 3 – 6 months (Please refer to the Purchase Order for the specific number of guaranteed first page placements). The 1st Page Search Engine Placements may be maintained in one or some of the major search engines such as Google, Yahoo, Bing and their respective search partners within the Local Map section and/or the Organic Results section. Existing placements that have achieved a higher ranking in the process as a direct result of our efforts are therefore a part of our number of guaranteed placements. DCM does not guarantee any sales or traffic to the Client’s website or conversions into clients, customers, business or revenue to Client. Traffic and sales depend on the demand for the Client’s product or service, design and layout of the Clients’ website, call-to-action, and many other factors that are beyond the control of DCM. DCM guarantees the amount of 1st page search engine placements (Please refer to the purchase order for the guaranteed number of 1st page placements). Delays in the guarantee may arise due to Google, Yahoo, or Bing updates which modify the currently targeted SEO algorithm, the Client’s URL has been registered for less than 12 months, and many other outside factors not within the control of DCM to which DCM shall not be liable and in which case DCM reserves the right to provide a contract extension in either of these events. Any placements guarantee will be voided in some events/cases/outcomes/as a result of some actions (Please see Other Duties and Disclaimers for more details).
Digital Marketing Service Process/Timeline. It will take approximately 3-5 weeks to develop and complete updated on-page SEO code (set-up files) after DCM has received the suggested keyword form or list, written approval of Content created by DCM (if applicable), and proper access to the Client’s website (FTP or CMS administrative access if needed). If the Client does not have any type of tracking tools on the Client’s website, DCM may add a tracking tool. If such a tool may be installed at no additional cost to Client, no specific consent by Client is required. DCM may add telephone tracking numbers to the Client’s website, Google My Business profile and any paid ads campaign. If telephone tracking may be installed there will be no additional cost to the client for the local telephone tracking numbers unless incoming calls exceed 100 minutes per month. In the event of any overage the cost for each additional minute will be $0.08 per minute. If a toll-free tracking phone number is to be installed there will be an additional fee as stipulated on the purchase agreement. DCM’s Digital Marketing services do not include paid submission fees that some directories charge for inclusion. DCM is not affiliated with these submission services in any way. If DCM fails to achieve (Please refer to the Purchase Agreement for the specific number of guaranteed first page placements) the specific number of initial 1st page placements within the Local Map and/or Organic Results in Google, Yahoo, Bing, YouTube, and any other partnering search engines by the Initial Ranking Report, Client may obtain a prorated refund of its fees after additional service prices have been deducted and we have calculated the correct number of results not achieved.
Client Responsibility. In addition to those duties and responsibilities, it is the responsibility of the Client to follow instructions provided within the Service Agreement as well as the on-page changes email which includes optimization files and functionality reports that explain what needs to be applied, altered or updated. It is the responsibility of the Client to apply all necessary changes or suggestions given by DCM to assist with achieving better natural first page results, to include subscribing to paid directories. If Client does not implement some or all of the suggested changes or modifications or perform them properly, the search engine placement results may be adversely affected in which case DCM shall bear no liability for any guarantee or placement and which are not guaranteed notwithstanding any other section of this Agreement to the contrary. All of the Client’s website Banner Pages that have not been optimized by DCM need to have 500 plus words of Content relevant to the Titles and Meta Tags that should be set/developed by Client using desired keyword phrase for better results. For pages that have been optimized by DCM, the Content should also use Relevant Keyword Phrases that are used for that specific page (See On-page Change’s email for more details). If Client does not have the ability to implement the website suggestions/recommendations provided by DCM, the Client may ask DCM for assistance, which can be provided at an additional cost as mutually agreed. This local listing information is time sensitive and is an important aspect of the Digital Marketing service. The Client understands and agrees that the services provided by DCM are subject to significant time restrictions, e.g., “time is of the essence.” Therefore, if Client is requested to make any comments, approvals, or otherwise respond to questions asked by DCM by email, Client shall respond within 5 business days. If the Client does not respond within 5 business days to any email requiring approval of any information, data, or images, Client shall be deemed to have approved such information, data, or images and DCM proceed with its services.
Keywords. DCM will use the provided suggested keyword phrases and target areas as a guideline of importance/relevancy to the Client’s business. DCM may target surrounding areas up to a 15-mile radius of the business location, as specified on the Client’s Purchase Order. DCM will endeavor to maintain current rankings previously achieved by DCM, and work to achieve additional keyword rankings, but does not guarantee placements of any specific keyword phrases within the contract term. DCM submission process is performed in strict accordance with anti-spam guidelines established by search engines. The search engine spiders/crawlers will try to identify each Client’s website under Relevant Keyword Phrases as well as identifying keywords within the Content of the Client’s website.
Google My Business Service Process/Timeline. Client must designate DCM as Owners on their existing Google My Business Profile, where DCM will coordinate with the Client for any additions or changes that the Client may need to make themselves. If the current profile that DCM is assigned to as Owners does earn higher rankings (top 10 in maps), these rankings will be considered a part of the guaranteed results. In the event Client has a duplicated listing in Google with the same info, Client must contact Google and delete this listing asap, this could interfere with the entire ranking process. If ownership is not granted in a timely manner (within 10 business days of original request), the service will then be considered self-managed. DCM will provide updates and Client will make such updates on their own.
Other Duties and Disclaimers.
Client or Client’s agents for Self-Installation. If DCM is unable to apply the SEO code (set-up files) to the Client’s website due to functionality or permission issues even with correct access, the files will be sent to Client or Client’s agents for Self-Installation. The proprietary coding (on-page changes) applied to the Client’s website, listings and or landing pages, is the intellectual property of DCM until the Client has paid in full for the contracted amount. Absent payment in full, all such intellectual property remains within the ownership and possession of DCM. Upon receiving payment in full for the contracted amount the proprietary coding and programming become the intellectual property of the Client. Rankings are subject to change and without maintenance in subsequent years results will be lost. In the event of self-installation Client must notify DCM upon completion of upload so DCM can verify it has been installed correctly. In order for service to work effectively, SEO code (set-up files) must be added precisely and promptly. DCM will then submit the optimized pages to the search engines. DCM is not liable for lost placements, errors or non-delivery due to changes made to code by Client or Client’s agents. There is a $350.00 minimum charge to re-apply SEO code (set-up files) on Client’s website for any reason. If Client or Client’s agent make changes to their website and do not incorporate the DCM optimization codes correctly or alters or removes the code, Client is responsible for any delay, disruption, damage or inability in achieving placements and providing placement reports and such modification, alteration or change voids any guarantee or absolves DCM of all liability. If Client or an agent of the Client copies the meta data or content onto another website, the guarantee detailed in this contract, if any, will be voided. DCM reserves the right to use additional marketing means to help improve the visibility of the website and attract more visitors to the Client’s website.
Other Duties and Disclaimers. Due to the frequency and sensitivity of the Digital Marketing process, DCM must have the Client’s website hosted on DCM servers. If DCM builds the site, it will be hosted on our servers. DCM will not be liable for non-positioning and non-delivery of placements and positioning if DCM is not given access to add the necessary SEO code (set-up files) onto Client’s website via correct and accurate FTP access information or CMS administrative access information when necessary. If Client fails to provide accurate and complete website access in a timely manner or the access does not give DCM the ability to apply SEO code (set-up files), they will then be created to the best of DCM’s capabilities without proper access to the Client’s website. The SEO code (set-up files) will then be sent to Client and/or Client’s agents for Self-Installation. If DCM is unable to apply the SEO code (set-up files) to the Client’s website due to functionality or permission issues even with correct access, the files will be sent to Client and/or Client’s agents for Self-Installation. DCM reserves the right to extend the period for performance of this Agreement if there are delays in service timeframes due to search engine changes or updates which are out of our control. DCM reserves the right to increase Client’s rate with 30 days prior notice after the initial contract term. DCM will provide the Client with a contract extension and will not be obligated to provide a refund if completed work or ranking reports are delayed due to Google, Yahoo and Bing updates/changes as long as the guaranteed results are provided by the Initial Ranking Report, notwithstanding the fact that all funds and payments are and remain non-refundable. If the Client’s URL has been registered for less than 12 months, attaining the guaranteed placements may take longer than the initial contract term. It is strongly recommended that the Client continue to renew the Digital Marketing services to maintain the achieved placements. DCM will create custom articles and place them on the website’s root directory. DCM may also create a page specifically meant for link exchange interactions. Guarantees, if any, will be voided if any of the following conditions occur: Client’s website becomes inactive or goes offline for more than 24 hours; Client’s website has duplicate content on the Internet; Client’s website hosting location is changed; Client’s website navigation structure is altered without consulting DCM; Client does not provide domain name access; Client revokes domain name access at any time during the contract; Client does not allow for the website to be transferred to DCM’s servers; Client points the domain to a different website; Client’s website becomes blacklisted or de-indexed independent of DCM’s actions; Client’s website is engaged in any spamming activities; Client’s website Content optimization or meta tags are modified independently from DCM; Client receives access to the live version of a website hosting by DCM, as the Client gains the ability to edit DCM’s work. If any of these conditions do occur, DCM will not be liable for loss or lack of rankings.
(ONLY APPLIES IF WEBSITE IS PURCHASED FROM DCM AND LISTED ON THIS PURCHASE AGREEMENT) DCM will maintain ownership of any website built by DCM as an inclusion to an existing Digital Marketing contract for a period of 2 years. Upon completion of the second year, the Client will gain ownership of the website. If the Client does not stay in contract for Digital Marketing services with DCM for _____ [months] there will be a buyout fee to obtain ownership of the website. If any web design or website alterations are necessary, there may be a delay in beginning the process and therefore a delay in achieving the guaranteed results. Web Design that is sold as part of a Digital Marketing package will only be charged a 25% portion of the total cost for web design the 25% cost will be the rate presented on the Purchase Order, regardless of the length of this contract, in order to retain ownership of the website prior to a second year of a Digital Marketing package the Client must pay out the 75% remaining balance of the website cost. There will be a hosting fee per year from year 2 on and with the fee based on market rates at the time.
EXHIBIT B – ADD-ON’S BUNDLE – TERMS & CONDITIONS (applied if added on products list of Purchase Agreement)
b) Articles Written and Distributed:
DCM will compose an article about the Client’s business services. Each article will be approximately 750 words in length (DCM offers max 2 per month), written and distributed by DCM to 3-5 Article Directories. The article research and writing will take approximately 7-10 business days to compose. Once the Client has approved the article, DCM will distribute it to www.medium.com, www.minds.com, www.scoop.it, and anything else DCM will add to their list of sites they distribute too. Specific uptime for the article is not guaranteed.
c) Additional Website Content Writing:
Content will be based on the Client’s products or services. Each page of content will be SEO optimized and include 1 relevant image. DCM believes that in order to get people to choose your products or services, you must gain their trust, provide lasting value, and promise to solve their main points, all while connecting with them on a level that no brand has before. DCM will research and write general content for the Client’s website pages based on the product or service that page represents. Content word count will be around 500-750 words. If more words are needed the additional fee will apply any changes or rewriting that is requested by the Client must be received within 1 week from the date DCM sent the content for approval. The Client will have the right to make only 1 revision. If the Client does not reply within this time frame, DCM will consider the content approved by the Client, and DCM can post it on a live website. If any additional revisions are requested, DCM reserves the right to charge an additional fee.
d) Blogs Set up and Postings:
DCM will create a custom standalone blog through WordPress, or other blog software/platforms which will be suitable for the Client’s SEO needs. The custom offsite blog will have the look and feel of the Client’s website home page. DCM will create an onsite blog, which will be part of the clients existing website. If DCM is unable to set up an onsite blog, due to the inability to gain access to the Client’s website or the Client’s website structure does not have the capability, DCM will set up an offsite blog using a different standalone URL that will be similar to the Client’s domain name. It is imperative for the Client to provide DCM with all necessary access to the Client’s website within 2-3 days of the signed Agreement.
e) Custom Live Chat Agent:
Live chat feature added to the client’s website meant to engage visitors in attempt to obtain a lead from those active visitors. The chat feature is operated by live agents that communicate with visitors in real-time. Live agent will be trained to ask relevant questions in order to qualify those live visitors as potential leads, notification of leads will be provided. Live agents will not provide guidance or opinions and client will customize interactions. Clients are required to apply the code created for the chat onto their website. Client is charged for qualified leads generated by the live chat agent service.
f) Custom Web Design:
DCM will design or redesign a website for the Client, based on specifics provided by the Client in the form of preferred website styles, examples, and any other design details in writing from Website Questionnaire Form. The Client must provide access to the current URL, and current website must be live until the new one is ready to be activated. If the Client does not own a URL, DCM will purchase on the Client’s behalf (if needed) and host one for the Client for 12 months. Content, logo, and images will be provided by the Client, if DCM needs to provide content and images, additional charges may apply. Client is leasing the website until it is fully paid for. DCM will provide a design mockup/draft for the Client to review and approve. The Client is allowed 2 revisions at no additional cost. However, requested changes must be submitted in writing to prevent errors or loss of time. If additional changes are necessary after the 2nd revision has been completed, additional charges may apply. In the event that final approval is not given by the Client, a mutually agreed fee will be charged to cover the designer’s hours spent on the web design. The time frame for web design completion may vary. Any previous estimation for completion may not be accurate as web design is a customized process. Delays in response may also attribute to completion delays. Any website that DCM creates and/or redesigns must be hosted on DCM’s server for the first year and will be made using the WP platform, to continue hosting after the first year will be an additional fee. DCM can only provide access to the staging location of the Client’s website; no access can be given to the live version of the Client’s website. In the event Client needs to make changes to the website, provided it is a WordPress site and hosted by DCM, they may request access to the staging location at any time, and request DCM to make any changes they make live. If additional content is needed, please see Content Development description. It is the Client’s responsibility to provide proper access to the Client’s website (Domain Name access, Hosting Control panel, FTP, and/or CMS administrative access if needed). In the event of hosting transfer from the Client’s current provider to DCM, the Client must not cancel current hosting services until DCM notifies the Client that the transfer process is complete. DCM does not warrant or guarantee any specific outcome or result, including but not limited to returns on investment, client or customer acquisition, business or revenue.
g) Google My Business Management:
DCM will provide for optimization and management of Client’s GMB profile. It is used to enhance local presence and exposure on Google. The profile will be set up according to Google standards and guidelines. DCM must be the owner of Google My Business Profile for Client. DCM will update information as needed. DCM will provide recommendations for improvements and FAQ set up. In the event Client has a duplicated listing in Google with the same info, Client must contact Google and delete this listing immediately upon notice by DCM, as this could interfere with the entire ranking process. Client’s Google My Business profile has to have an address visible to the public. DCM cannot work with post office boxes or virtual offices addresses. The address must be unique with no other businesses registered to it. The Client agrees that DCM will be the only team working on Client’s GMB profile. DCM does not warrant or guarantee any specific outcome or result, including but not limited to returns on investment, client or customer acquisition, business or revenue.
h) Guest Post/Link Outreach:
DCM will acquire a variety of backlinks to the Client’s website. DCM will contact webmasters/owners directly or marketers, throughout USA and Canada that have access to existing relevant websites and negotiate to place the Client’s URL/links or guest post on these websites. DCM will seek out websites that best fit Client’s business. DCM will reach out to 100-125 sites per month. Client’s backlink will either be imbedded onto an existing website’s content or DCM will provide new content to a relevant website with Client’s links attached. This content will be created for general SEO purposes and will not be available for editing by the Client. When backlinks have been attained (typically within 6 months), a report will be provided to the Client. Reports will provide the URL of each web page with a link where a backlink is imbedded. DCM does not warrant or guarantee any specific outcome or result, including but not limited to returns on investment, client or customer acquisition, business or revenue.
i) Hosting Including (Speed/Security/Website Up Time Monitoring):
DCM will host the Client’s website on our server for 1 year unless otherwise stipulated on the Purchase Order. When DCM transfers the Client’s domain and website files to our server, the Client’s website should be in WordPress. There is a possibility of downtime for up to 72 hours as Domain Name System (DNS) needs to propagate. Once the updates are done by the Client’s webmaster or DCM (for an additional fee if needed) and approved by the Client, DCM will push the updated website live. Required maintenance may result in server downtime. When providing the Client with a guarantee, DCM will not be able to give the Client live website access. Due to security reasons and our results guarantee, DCM will only provide access to the staging website for Clients to enter the site. If the Client insists on it, DCM will release it with a signed agreement of acknowledgment that all the guarantees (if any) will be voided immediately. Once the contract is finished, DCM will give a client who wants to leave our High Speed and Secured Hosting all website files, with the ability for another company to activate the same website on another server. DCM only hosts on the WordPress website Client’s website files. If the email is needed to be moved, DCM will assist with this as well (if possible). The Client must discuss this during the process of setting up the foregoing on DCM’s server.
j) LinkedIn Marketing Campaign:
DCM will manage the campaign using the LinkedIn profile provided by the Client. Client must have an upgraded account with Sales Navigator functionality and provide DCM with consistent access to the profile. If access information is changed or access is blocked, DCM is not liable for any delay, damage, or poor results. DCM will create a message sequence that must be approved by the Client before launch. Client must provide DCM with specific criteria used to target prospects for this campaign. The goal of this campaign is to attain at least 10 interests per month from the target prospects. The set-up process will take approximately 3 – 4 weeks. The process includes LinkedIn profile review, research and parsing of specific demographic targets, writing and approval of the message sequence(s) to be used. There will be ongoing management of the campaign with replies where possible. Client must reach out to the prospects in a timely manner or reply to specific requests for additional information. An automated calendaring system is recommended so a link can be provided (ex., Calendly). DCM requires Client’s commitment for at least 3 months to show the deliverables. Client may cancel at any time after the first three months with a 30-day advanced written notice. A cancellation addendum, provided by DCM upon request, must be signed by the Client to complete the cancellation process. DCM does not warrant or guarantee any specific outcome or result, including but not limited to returns on investment, client or customer acquisition, business or revenue.
k) Local Booster:
DCM will work towards achieving a better online business presence for the Client during the term stated and agreed upon per the Client’s Purchase Order (12-month term). DCM will update/correct/or submit businesses NAP data (Name. Address, Phone Number) to local directories to boost websites authority, popularity, and online presence. Creation of citations and submissions to online business listing sites, directories, or various other forums. DCM will work to clean up incorrect data, remove and disavow bad links, and verify all top citation sources have the correct info as part of the cleanup service. A detailed report will be generated and sent to the Client within 60- 90 days from the date work begins. DCM does not guarantee any specific outcome or result. If content publishing is included in the services DCM provide to you, you authorize us to use the content, trademarks, logos, photos, videos, advertisements, information, and other materials provided or identified by you the “Client” to create and publish web content, including content that represents you or the Named Party on any websites DCM deem fit for the purposes of providing the services. It is the Client’s responsibility to answer each question provided to them in the “welcome aboard” email sent to them upon signage of the contract. Should the Client fail to answer each question, DCM will create and submit citations to the best of their ability with the information available. Client should note that the lack of information may result in subpar results. DCM does not warrant or guarantee any specific outcome or result, including but not limited to returns on investment, client or customer acquisition, business or revenue.
l) Pay Per Call:
DCM will manage a digital campaign focused on generating phone calls directed to the client’s business. The client will only be charged for valid phone calls received. We will create a tracking phone number and provide detailed reporting of the calls being delivered. DCM will require ownership level access to the client’s GMB profile. DCM may request additional information about the business in order to register the business as Google verified or Google guaranteed. Calls start within 3-5 weeks after GMB access is provided. The calls are recorded in a dashboard that allows client to listen and determine the relevancy of that call. Call recordings are only available for up to 60 days after call was placed. Cancellation with a 30-day written notice and signed addendum. Charges for calls processed every 2 weeks. Set-up fee fully refundable if no calls are delivered within 60 days after GMB access is provided. If an unrelated call is billed to the client’s account, the charge may be disputed. Calls can only be disputed up to 12 days after the call. Successfully disputed charges will be credited to the client’s next bill. Refunds are not directly issued to the client’s credit card.
m) PPC (Pay-Per-Click)/Paid Online Ads Management:
DCM will provide Paid Ad Management (PPC), if stipulated on the attached Purchase Order. DCM will provide PPC on one or multiple major online ad networks such as Google; YouTube; Facebook; Instagram; Bing; LinkedIn; Yelp (as determined by DCM). Client must provide DCM with correct and full access to their existing paid online ad accounts (if any) and existing Google Analytics. Client must pay a set-up fee (detailed on Purchase Order) and management fee of a predetermined budget directly to DCM every month. The PPC budgets will be set up to be charged directly to the Client’s credit card by any of these networks, wherever possible. Our PPC management specialists will make the best use of the Client’s allocated budget in an attempt to achieve the best exposure and use of funds possible. Set-up of the PPC Management service may take approximately 15-30 days from the date of submission. Once DCM have begun work on this campaign, there will be no refunds of the set-up fee, management fee, or budget charged by the ad network. The ads should run for approximately 30 days (as budget permits) or as specified on the Purchase Order. There are no guarantees or warranties at all under this Agreement or Exhibits thereto for positioning or ad frequency within the Sponsored Placements, due to varying allocated budget amounts. Within the first 30-60 days, DCM may not spend all of the recommended budget due to testing and adjusting of the campaign. The management fee will stay the same no matter how much of the allocated budget is spent. It is the Client’s responsibility to provide DCM with notice of cancellation 1 week prior to the end of the campaign for the month. If the cancellation notice is not received within this period, DCM will continue and charge the Client for the next month of PPC management. Funds allocated to PPC/Paid online ads, when charged to DCM or processed in DCM’s credit, will not be eligible for any refunds.
In order for the Yelp campaign to be effective, Client must install the “Yelp for Business Owners” app on their phone. Client will be responsible for responding to any and all leads gained from the Yelp campaign, and any missed contacts will not be the responsibility of DCM. DCM will be responsible for optimizing the Yelp listing and will require prompt input from Client regarding selecting and uploading images, creating the call-to-action, and developing other applicable marketing material, for the Client to gain business from the Yelp campaign. To improve the results from the Yelp campaign, Client is advised to have at least 10 reviews on their business’s page and to promptly respond to any inquiries, ideally within an hour. Without such reviews, DCM cannot adequately perform its services herein. DCM does not warrant or guarantee any specific outcome or result, including but not limited to returns on investment, client or customer acquisition, business or revenue.
n) Social Media Monthly Management:
DCM will create custom Instagram, Facebook, Twitter, and/or LinkedIn pages. DCM will work on adding new organic fans, followers, and connections monthly. DCM will post updates related to the business. The Client must reply to messages. DCM will use a discounted coupon or offers to use when DCM make related postings. If DCM use Client’s existing profiles, DCM will need to have access on file in order to provide analytics reporting. For Instagram, Facebook, LinkedIn, Twitter, DCM provide monthly additions of fans to the Client’s page based on interest, if possible, locations or categories, daily postings, daily connection requests to a targeted audience. DCM does not warrant or guarantee any specific outcome or result, including but not limited to returns on investment, client or customer acquisition, business or revenue.
o) Video Commercial Creation and Marketing:
DCM will create an online video commercial based on what the Client chooses from different types of videos approximately 30-45 seconds. Script (approximately 75-120 words) will be provided by the Client. DCM will distribute this video to at least 5 free top video sharing websites. The video will be sent to the Client for approval within approximately 20-30 business days from receipt of the script. The Client will be allowed 1 revision to the video. Any other alteration can be executed for an additional cost. After the video commercial is completed, it will be sent to the Client for final approval. Once the video commercial has been approved by the Client, DCM will optimize the SEO and distribute it to the top 5-10 video sharing websites. There are no guarantees on exact ranking or positioning of the video within YouTube Search Engine, once it is picked up. DCM does not warrant or guarantee any specific outcome or result, including but not limited to returns on investment, client or customer acquisition, business or revenue.
p) Website Maintenance and Hosting Service:
DCM will provide up to 10 updates to the Client’s website per month. Updates can include images, content, and blogs. All material is to be provided by the Client. DCM will not provide any new content for any updates unless stipulated on the Purchase Order. DCM will host the Client’s website on our server for 1 year unless otherwise stipulated on the Purchase Order. When DCM transfers the Client’s domain and website files to DCM’s server, the Client’s website should be in WordPress. There is a possibility of downtime, up to 72 hours as Domain Name System (DNS) needs to propagate. Required maintenance may result in server downtime.
q) ADA Compliance:
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