THE ASCENSION ACADEMY CLIENT AGREEMENT

Below is a sample copy of The Ascension Academy Agreement you signed upon enrolling into the program.

LIGHT LEADER

PROGRAM PARTICIPATION AGREEMENT

This Program Participation Agreement (this “Agreement”), dated and effective as of the latest signature below (the “Effective
Date”), is made between Light Leader Collective, Inc., a New York corporation (“Light Leader”), and the individual listed below
(“Participant”). The Program Summary below and the Enrollment Terms and Conditions attached hereto together form the
Agreement. In the event of a conflict between the Program Summary and the Enrollment Terms and Conditions, the Program
Summary shall control.

PROGRAM SUMMARY

Participant [Name]
[Address]
Email Address: [Email]

PROGRAM
Program Description [The Ascension Academy consists of the following:

● Six (6) online modules hosted through Thinkific, each consisting of video content,
written guide and/or workbook provided electronically (e.g., PDF), recorded energy
healings, and recorded Kundalini Kriya and meditation sessions;
● Twelve (12) pre-scheduled thirty (30)-minute group accountability teleconferences
hosted once each week through Zoom with a Light Leader Coach, with recordings
made available within one (1) business day thereafter;
● Six (6) pre-scheduled ninety (90)-minute group coaching teleconferences hosted each
month through Zoom with Brianna Rose, with recordings made available within one
(1) business day thereafter; and
● Access to/membership in a private Facebook group for group discussion.]

Start Date: _______________
End Date ________________

PAYMENT

Enrollment Fee ☐ $5,000 with early-bird discount or $6,000 standard fee

Payment Schedule ☐ Payable in full upon signature

☐ $[5,400] made payable in 3 monthly
payments of $1,800 with the first
payment made immediately after signing
this agreement.

 

$6,600 made payable in 3 monthly payments of 2,200

with the first
payment made immediately after signing
this agreement.

 

By signing below, the Parties agree to be bound by the terms and conditions of this Agreement.

 

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ENROLLMENT TERMS AND CONDITIONS

These Enrollment Terms and Conditions and the Program Summary attached hereto form the Agreement. Capitalized terms used but
not otherwise defined below shall have the meanings set forth in the Program Summary. Light Leader and Participant may be referred
to collectively as the “Parties,” and each individually as a “Party.”
1. Program Participation. By signing the Program
Summary, Participant agrees to enroll and participate, and Light
Leader agrees to accept Participant’s enrollment and participation,
in the Program selected in the Program Summary, which is
scheduled to begin on the Start Date and conclude on the End
Date; provided, however, Light Leader may modify or delay the
Start Date and/or End Date for any reason in its sole discretion
with prior notice to Participant.
2. Enrollment Fee. In exchange for enrollment in the
Program, Participant shall pay Light Leader the Enrollment Fee
set forth in the Program Summary either (i) in full immediately
upon execution of this Agreement or (ii) in equal monthly
installments, with the first payment due immediately upon
execution of this Agreement and the balance due and payable as
set forth in the Program Summary. The Enrollment Fee is not
refundable. If any Enrollment Fee payment or any other sums due
from Participant hereunder are not received by Light Leader in
full and when due, Participant shall pay Light Leader a late
charge equal to ten percent (10%) of such overdue amount, which
will accrue weekly until the outstanding balance (including late
fees) is paid. If Participant’s outstanding balance remains past due
for more than fifteen (15) days, Light Leader will suspend
Participant from the Program and, at its discretion, reinstate
Participant only upon full and complete payment of the
outstanding balance (including late fees). Participant is
responsible for full and complete payment of the Enrollment Fee,
regardless of whether Participant attends or completes any or all
of the Program, or Participant’s access to the Program is
suspended or terminated.
3. Program Content and Delivery.
a. License to Curriculum. Light Leader grants to
Participant a nonexclusive, royalty-free, non-transferable, non-
sublicenseable, revocable right and license to access and use the
Program and all content, information, services, text, photographs,
video, audio, graphics, and other materials provided in connection
with the Program curriculum (collectively, “Program
Materials”) solely as necessary for Participant’s full and
complete participation in the Program and in no event for
Participant’s reproduction, distribution, resale, modification,
public performance or display, or creation of derivative or
transformative works, whether for personal or commercial use or
otherwise. Light Leader shall be considered the sole author and, at
all stages of completion, the sole and exclusive owner of all
Program Materials and all right, title, and interest therein,
including, without limitation, all copyrights, neighboring rights,
trademarks, patents, and any and all other ownership and
exploitation rights in the Program Materials now or hereafter
recognized in any and all territories and jurisdictions
(collectively, “Intellectual Property Rights”).

b. Third Party Content. Program Materials may
include third-party content or links to third-party websites,
products, or services that are not owned or controlled by Light

Leader (collectively, “Third-Party Content”). Light Leader does
not endorse any Third-Party Content and shall not be liable or
responsible for any Third-Party Content incorporated into the
Program Materials. Participant shall assume the sole
responsibility for, and risk associated with, the use and/or access
of or interaction with Third-Party Content. Participant shall be
subject to any additional terms and conditions of use, guidelines,
rules, privacy policies, and other practices applicable to any
Third-Party Content accessed through Program Materials.
c. Interactive Forums. Light Leader may utilize
interactive videoconferencing and/or social networking forums or
tools to facilitate the Program, disseminate Program Materials,
and/or promote discussions among Program participants
(“Interactive Forums”). Light Leader does not endorse any
Interactive Forum and shall not be liable or responsible for any
Interactive Forum used to deliver the Program. Participant shall
assume the sole responsibility for, and risk associated with, the
use and/or access of or interaction with Interactive Forums.
Participant shall be subject to any additional terms and conditions
of use, guidelines, rules, privacy policies, and other practices
applicable to any Interactive Forums used to deliver the Program.
Participant acknowledges and agrees that it may be publicly
identified in connection with posting, transmitting, or otherwise
communicating information and materials in Interactive Forums,
which may be publicly available to other Program participants
and, therefore, not confidential. Light Leader is not responsible
for the action of any Program participants with respect to
information and materials posted, transmitted, or otherwise
communicated in Interactive Forums. Light Leader does not have
any obligation to actively monitor or police interactions between
Program participants and Participant hereby disclaims and holds
Light Leader harmless from and against any and all liability
resulting from Participant’s interaction with, or conduct towards,
any other Program participant, including, without limitation, the
use and disclosure of purported confidential information posted,
transmitted, or communicated in Interactive Forums.

d. Disclaimer of Warranties and Obligations.
Light Leader makes no representation, warranty, or guarantee to
Participant as to the reliability, timeliness, quality, suitability,
availability, or completeness of the Program, Program Materials
(including Third-Party Content), or Interactive Forums, and any
information, opinions, advice, and recommendations contained
therein, all of which are provided to Participant on an “as is” basis
and for general information and educational purposes only.
Participant should not rely on any of the foregoing as a
substitute for, nor does it replace, professional legal, tax,
accounting, or financial advice or medical or health and
wellness advice, diagnosis, or treatment by a qualified
healthcare provider and Participant is further advised to
consult an appropriately trained and qualified specialist, such
as a lawyer, accountant, tax or financial planner, physician,
psychologist, therapist, dietitian, nutritionist, or other
licensed health professional to address specific concerns for
which Participant requires professional or medical advice.

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Light Leader expressly disclaims all warranties of any kind,
whether express or, implied including, without limitation, the
implied warranties of merchantability or fitness for any particular
purpose, warranties of non-infringement of third-party rights,
warranties of performance, and any warranty that might otherwise
arise from course of dealing or usage of trade, and makes no
warranty regarding any future revenues or cash flows, results of
business operations, or future financial condition of Participant or
its business. The use of any information or materials provided
through the program is solely at Participant’s own risk.
e. Improvements and Feedback. From time to
time, Participant may contribute or suggest ideas, modifications,
enhancements, content refinements, technologies, content
offerings, promotions, strategies, or product/feature names for the
Program or Program Materials or Light Leader’s other services or
materials related thereto (collectively, “Improvements”). To the
fullest extent allowable by applicable law and for the full term of
protection accorded to Participant thereunder (including any and
all renewals, extensions, and revivals thereof), Participant hereby
assigns and transfers to Light Leader immediately upon
conception all right, title, and interest, including, without
limitation, all Intellectual Property Rights, in and to such
Improvements, at all stages of completion, all of which shall be
owned solely and exclusively by Light Leader, without attribution
of any kind to Participant. To the fullest extent allowable by
applicable law, Participant hereby irrevocably waives its so-called
“moral rights” or “droit moral” to any and all Improvements.
4. Program Guidelines. While participating in the
Program, Participant agrees: (i) to be respectful of other Program
participants and Light Leader personnel and guests; (ii) not to
restrict or inhibit any other Program participant from using and
enjoying the Program or Interactive Forums or Light Leader from
delivering the Program; (iii) not to defame, abuse, harass, stalk,
threaten, or otherwise violate the legal rights (such as, but not
limited to, rights of privacy and publicity) of Light Leader or any
other Program participant, or use information learned from the
Program or information and materials posted, transmitted, or
otherwise communicated in Interactive Forums to otherwise
defame, abuse, harass, stalk, threaten, intimidate, or mislead, or
otherwise violate the legal rights of Light Leader or any other
Program participant, within or outside the Program; (iv) not to
post, transmit, or communicate information or materials in any
Interactive Forum, or otherwise utilize any Interactive Forum to
communicate or distribute information, that is defamatory,
profane, infringing, obscene, unlawful, offensive, and/or harmful;
(v) not to use the Program or any Interactive Forum for any
purpose in violation of applicable law; (vi) not to advertise or
offer to sell any goods or services for any commercial purpose
through the Program, or otherwise post, transmit, or communicate
commercial advertisements, affiliate links, and other forms of
solicitation in any Interactive Forum; (vii) not to impersonate
another Program participant or knowingly allow any other person
or entity to utilize the Program under Participant’s name; (viii)
not to imply or represent that any of Participant’s statements are
endorsed by Light Leader or any other Program participant
without the prior written consent thereof; (ix) not to enroll or
participate in the Program or use the Program Materials or any

Interactive Forum in a manner which is false or misleading
(directly or by omission) or for the purpose of accessing or
otherwise obtaining confidential or trade secret information of
Light Leader or any other Program participant for public
disclosure or any other purposes; and (x) not to cause or induce
any third party to engage in the restricted activities contained
herein.
5. Name and Likeness; Publicity. Participant
acknowledges and agrees Light Leader may photograph and
create audio-only or audiovisual recordings of Program sessions,
workshops, events, retreats, and other activities (collectively,
“Recordings”) at any time, and Participant irrevocably
authorizes, grants, and licenses Light Leader the rights to record,
photograph, digitize, use, reproduce, modify, publicly perform
and display, distribute, broadcast, exhibit, adapt, create derivate
works from, exploit and otherwise commercialize Participant’s
name, image, likeness, appearance, voice, professional and
personal biographical information and any trademarks, service
marks, logos, designs, and insignia of any of Participant’s present
and future businesses, and all materials created by or on behalf of
Company that incorporate any of the foregoing, solely as
incorporated into the Recording and solely for the purposes of the
operation, advertisement, publicity, promotion, exhibition, and
other exploitation of the Program, in perpetuity, in any and all
media and by any means now known or hereafter created, without
further consent from or royalty or other compensation to
Participant. Light Leader shall exclusively own all Intellectual
Property Rights in and to all Recordings and does not grant
Participant any right or license to use the Recordings except as
incorporated into Program Materials and, in all such cases, solely
in accordance with the license therefor. To the fullest extent
permitted by law, Participant, for itself and on behalf of its
present and future businesses (if any), releases Light Leader from
any claim of any kind or nature whatsoever arising from the use
of the Recordings, including, without limitation, those based upon
defamation (including libel and slander), invasion of privacy,
right of publicity, copyright, trademark, or any other personal
and/or property rights, and agrees the sole remedy for a breach of
this Section 5 by Light Leader is an action at law for money
damages without any right to enjoin, restrain, or otherwise
interfere with the exploitation of the Recordings or the Program
or its operation, advertising, or publicity. Light Leader shall have
no obligation to use, distribute, or exhibit any Recordings.
Participant will not issue any press release or make any other
public statement or announcement regarding Light Leader or the
Program without the prior written consent of Light Leader.
6. Confidentiality. For purposes hereof, “Confidential
Information” means any non-public or proprietary information
or material of a Party or its Representatives (defined below)
(collectively, the “Disclosing Party”) that is disclosed to,
received by, or obtained from any source and in any form by the
other Party or its Representatives (collectively, the “Receiving
Party”) as a result of Participant’s enrollment and participation in
the Program, including, without limitation, business and financial
information; technology, practices, operations, and methods of
conducting business; information technology systems and
operations; published and unpublished know-how, whether

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patented or unpatented; information concerning the identities of
the Disclosing Party’s present or prospective business partners
and customers; marketing strategies; research projects or
developments; products and proprietary information,
methodologies, and related information (including Program
Materials); and future plans relating to any aspect of the
Disclosing Party’s present or anticipated businesses, including,
without limitation, all notes, memoranda, summaries, analyses,
compilations, and other writings relating thereto prepared by the
Disclosing Party that use, contain, or incorporate any such
information or data, including all copies, electronic or otherwise,
and reproductions thereof obtained from any source by the
Receiving Party, where such materials are marked as confidential
or should have, by their nature, reasonably have been known to be
confidential. Confidential Information does not include
information that (i) is or becomes public knowledge through no
breach of this Agreement by the Receiving Party; (ii) is received
by the Receiving Party from a third party not under a duty of
confidence to the Disclosing Party; or (iii) is already known or is
independently developed by the Receiving Party without use of
Confidential Information. A Receiving Party will not, without the
prior written consent of the Disclosing Party, disclose or use
Confidential Information for its own purposes (except as
expressly permitted by, or required to achieve the purposes of,
this Agreement). Each Receiving Party will take all reasonable
precautions to protect Confidential Information directly disclosed
to it by the Disclosing Party, using at least the same standard of
care as it uses to maintain the confidentiality of its own
Confidential Information. Notwithstanding the foregoing,
disclosure of Confidential Information is permitted to the extent
required (i) by Light Leader to its employees, consultants,
contractors, counsel, and agents who have a need to know in
connection with this Agreement and who are bound by the terms
hereof or terms substantially similar hereto or (ii) by operation of
law, or by order of a court or governmental agency, or if
necessary in any proceeding to establish rights or obligations
under this Agreement; provided, the Receiving Party will, unless
legally prohibited, provide the Disclosing Party with reasonable
prior written notice sufficient to permit the Disclosing Party an
opportunity to contest or limit the nature of such disclosure. The
Receiving Party shall promptly return all Confidential
Information, together with all copies or any other form of
reproduction thereof, to the Disclosing Party at its request and
shall notify the Disclosing Party immediately upon discovery of
any unauthorized disclosure or use of its Confidential Information
and shall cooperate in every reasonable manner at the Disclosing
Party’s sole cost and expense to help regain possession of the
Confidential Information and prevent its further unauthorized
disclosure or use.
7. Non-Disparagement. Participant shall not, directly or
indirectly, make or publish any statement, comment, or other
communication, written or otherwise, that could constitute
disparagement of, or that could otherwise reasonably be
considered derogatory or detrimental to, or encourage any adverse
action against, Light Leader or any of its personnel, products, or
services, including the Program.

8. Term; Termination. This Agreement shall commence
on the Effective Date and shall continue until the earlier of (i) the
End Date or (ii) termination by either Party for any reason or no
reason upon written notice to the other Party. All provisions
hereof which by their nature should survive termination,
including, without limitation, those relating to Participant’s
payment obligations, confidentiality and non-disparagement, and
Light Leader’s Intellectual Property Rights, shall continue in full
force and effect expiration or termination of this Agreement.
9. Representations and Warranties.
a. By Light Leader. Light Leader represents and
warrants (i) it has full right, power, and authority to enter into this
Agreement and to provide the Program and (ii) it will comply
with all applicable laws in the performance of its obligations
hereunder.

b. By Participant. Participant represents and
warrants (i) it has full right, power, and authority to enter into this
Agreement and to enroll and participate in the Program; (ii) it will
comply with all applicable laws in the performance of its
obligations hereunder and participate in the Program according to
the terms and conditions contained herein; and (iii) the rights,
including, without limitation, Intellectual Property Rights, granted
hereunder will not conflict with or violate any commitment,
agreement, or understanding with respect to the rights of any
other person or entity or require approvals from any other party
and that such grant will not otherwise subject Light Leader to
liability.
10. Indemnification. Participant shall indemnify, defend,
and hold harmless Light Leader and its parent, subsidiary, and
affiliate companies and each of their former, present, and future
officers, directors, shareholders, mangers, members, employees,
contractors, agents, licensees, successors, and assigns
(collectively, “Representatives,” and together with Light Leader,
the “Indemnified Parties”) from and against any and all
liabilities, claims, suits, actions, causes of action, damages, costs,
reasonable settlements, and expenses (including, without
limitation, attorneys’ fees and court costs) brought by a third
party (each, a “Claim”) to the extent arising out of or attributable
to any material breach or allegation which, if true, would
constitute a material breach, of Participant’s representations,
warranties, covenants, or other obligations hereunder. Each
Indemnified Party shall (i) promptly notify Participant in writing
of any such Claim (a delay in such notice shall not relieve
Participant of its obligations hereunder except to the extent such
delay prejudices the defense of such Claim) and give Participant
the opportunity to defend or settle any such Claim at Participant’s
sole cost and expense and (ii) cooperate with Participant, at
Participant’s sole cost and expense, in defending or settling such
Claim. Participant shall promptly undertake to discharge its
obligations hereunder and shall employ counsel reasonably
acceptable to the applicable Indemnified Party to defend any such
Claim asserted against such Indemnified Party. Participant may
not settle any Claim in a manner that adversely affects any
Indemnified Party without such Indemnified Party’s prior written

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consent. An Indemnified Party shall have the right to participate
in the defense of any Claim at its sole cost and expense.
11. Limitation of Liability. EXCEPT FOR LIABILITY
ARISING FROM A PARTY’S CONFIDENTIALITY AND
INDEMNIFICATION OBLIGATIONS, (i) NEITHER PARTY
NOR ITS REPRESENTATIVES WILL BE LIABLE TO THE
OTHER PARTY OR ITS REPRESENTATIVES FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
LIQUIDATED, PUNITIVE, OR EXEMPLARY DAMAGES OR
PENALTIES (EVEN IF SUCH PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING,
WITHOUT LIMITATION, LOSSES OF BUSINESS,
REVENUE, OR ANTICIPATED PROFITS, AND (ii) IN NO
EVENT, WILL EITHER PARTY’S LIABILITY HEREUNDER
EXCEED THE ENROLLMENT FEE PAID BY PARTICIPANT
HEREUNDER. THE FOREGOING LIMITATIONS OF
LIABILITY WILL APPLY REGARDLESS OF THE CAUSE
OF ACTION UNDER WHICH SUCH DAMAGES ARE
SOUGHT, WHETHER FOR BREACH OF CONTRACT OR
NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT,
WHETHER OR NOT THE PARTIES WERE OR SHOULD
HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY
OF SUCH DAMAGE, AND REGARDLESS OF WHETHER
ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS
OF ITS ESSENTIAL PURPOSE.
12. Force Majeure. Light Leader shall not be liable or
responsible to Participant, nor deemed in breach of this
Agreement, for any failure or delay in its provision of the
Program or other performance hereunder due to acts or
circumstances beyond Light Leader’s reasonable control,
including, without limitation, as a result of riot, civil unrest,
military action, or terrorism; damage to or destruction of premises
or equipment; earthquake, storm, flood, or other natural disaster;
deliberate sabotage or malicious damage to equipment or data;
industrial action, strikes, or lock-outs by employees of third
parties; inability to obtain supplies of power, fuel, or transport; or
the exercise of emergency powers by any governmental authority
(each, a “Force Majeure Event”). Light Leader shall notify
Participant within five (5) days of it suffering a Force Majeure
Event and use diligent efforts to end the failure or delay and
minimize the effects of the Force Majeure Event.
13. Relationship of Parties. This Agreement does not
constitute an employment, agency, partnership, or joint venture
relationship between the Parties or any of their Representatives.
Neither Party is a representative the other and neither Party shall
hold itself out as such publicly or to any third party or incur any
liability for the other Party.
14. Notices. Notices between the Parties shall be in writing
and delivered in person or by certified mail (return receipt
requested, postage prepaid), courier service (e.g., FedEx), or
email to the following addresses, deemed delivered on receipt: if
to Light Leader, to the attention of Brianna Rose at 248 Route
25A Suite 1004, East Setauket, NY 11733 or
[email protected], with a copy to Joshua M
Greenberg, Esq. of Cowan, DeBaets, Abrahams & Sheppard LLP

at 41 Madison Avenue, 38 th Floor, New York, NY 10010,
[email protected], and, if to Participant, at its address set
forth in Participant Terms, or as subsequently designated by each
Party.
15. Governing Law. This Agreement and all matters arising
out of this Agreement shall be governed by the laws of the New
York without regard to conflict of laws rules.
16. Dispute Resolution. If any dispute between the Parties
cannot first be resolved by good-faith negotiation, any
controversy or claim arising out of or relating to this Agreement,
or the breach thereof, shall be resolved through confidential
binding arbitration administered by a single arbitrator appointed
by the American Arbitration Association in accordance with its
Commercial Arbitration Rules based on the submission of
documents without any in-person or oral hearing. Judgment on
the award rendered by the arbitrator shall be final and binding and
may be entered in any court of competent jurisdiction, including,
without limitation, the state or federal courts located in Suffolk
County, New York, and the Parties waive all jurisdictional,
venue, and inconvenient forum objections thereto. The prevailing
Party shall be entitled to an award of reasonable attorneys’ fees.
17. Remedies. Each Party acknowledges that any breach of
Sections 3(a), 5, 6, or 7 of this Agreement will cause the non-
breaching Party irreparable damage for which monetary damages
would be an inadequate remedy. Consequently, notwithstanding
Section 16 of this Agreement, in the event of any breach or
threatened breach thereof, the non-breaching Party may seek
equitable relief, including injunctive relief or specific
performance or both, from a court of competent jurisdiction
without posting bond, in addition to any other remedies to which
such Party may be entitled. All remedies, whether at law, in
equity, or pursuant to this Agreement (including pursuant to both
Sections 16 or 17 hereof), shall be cumulative.
18. Assignment; Binding Effect. A Party may not assign,
subcontract, or transfer its rights and obligations without the prior
written consent of the other Party; provided, however,
Participant’s consent will not be required for Light Leader to
assign is rights and obligations to (a) a third party that controls, is
controlled by, or is under common control with such Party or (b)
a third party in connection with a merger, acquisition, or
consolidation by or with Light Leader or a sale or transfer of all
or substantially all of Light Leader’s businesses and assets. Any
purported transfer or assignment in violation hereof will be void
and will have no effect. This Agreement will be binding upon and
will inure to the benefit of the Parties and their respective
permitted assigns and transferees.
19. Entire Agreement; Severability. This Agreement
constitutes the entire agreement between the Parties with respect
to the subject matter hereof and supersedes all prior and
contemporaneous discussions, documents, agreements, and prior
course of dealing, oral or written, between the Parties with respect
thereto. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any
other provision hereof, which shall remain in full force and effect.

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20. Amendment; Waiver. This Agreement may be
amended only with the written consent of the Parties and the
observance of any provision of this Agreement may be waived
(either generally or in any particular instance, retroactively or
prospectively) only with the written consent of the waiving Party.
Either Party’s failure to enforce or delay in exercising any of its
rights or remedies under this Agreement at any time for any
period shall not be construed as a waiver of such rights or
remedies, nor shall any single or partial exercise of any right or
remedy hereunder preclude any other or further exercise thereof
or the exercise of any other right or remedy.
21. Execution. This Agreement may be executed by manual
or verified electronic signature, in counterparts, each of which
shall be deemed an original and all of which shall constitute one
and the same instrument.
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