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This Licence Agreement governs the terms by which content users may download and use media works available for licensing via our online marketplace located at the Website (as defined below). Please read this Agreement carefully. By clicking “I agree” or otherwise signifying your acceptance of this Agreement or by downloading, copying or using any Content from the Website (as such terms are defined in Section 1 below), you are agreeing to be legally bound by this Agreement, which may be updated from time to time as described in Section 18 and which incorporates by this reference the Website Terms (as defined below and available at https://www.skyworks-stock.com/website-terms-and-conditions/).

If you are accepting this Agreement or downloading, copying or using any Content from the Website on behalf of your employer or another Person (as defined below), you represent and warrant that you have full legal authority to bind such other Person to this Agreement. If you do not have such authority or you do not agree with these terms, do not accept the Agreement and do not download or copy anything offered for download from the Website or otherwise use anything downloaded or copied.

  1. Parties and Definitions.
  1. The terms “Skyworks“, “we“, “us” and “our” refer to Skyworks, Ltd., a UK limited company.
  2. Our download process allows the individual user of the Website who is downloading Content to designate the “licencee” of such Content (such designated licencee, the “Licencee“), and such Licencee may be different from that individual. Notwithstanding the foregoing or anything else in this agreement, without limiting any of the representations and warranties in this Agreement, (i) a user may not download Content unless he or she has authority to and does in fact bind the designated Licencee to this Agreement, (ii) by using anything copied or downloaded from the Website, Licencee is agreeing to be legally bound by this Agreement, and (iii) Licencee will have or benefit from any of the rights and licences set forth in this Agreement if and only if Licencee does not contest that it is bound by and fully complies with the terms herein.
  3. If the individual who is accepting this Agreement is doing so on behalf of his/her employer or another Person that is identified as the Licencee, then, subject to clause (a) above, (i) the term “you” as used in this Agreement means, jointly and severally, that Licencee, and with respect to Sections 1, 4, 6, 9, 10, 12, 13 and 16 through 20 below, also such individual, (ii) “your” means the possessive of you, and (iii) references to third parties exclude you.
  4. As used in this Agreement:
    1. Content” means, individually and collectively, the works referred to in Section 2 (including Public Domain Content) that are downloaded or otherwise provided or licenced by us to you, whether in the form downloaded or incorporated into a Work For Distribution.
    2. Content Information” means the tags, meta data, designations, annotations, information and documentation that are available on the Website or otherwise provided by us to you with, in or otherwise relating to Content.
    3. Member” means the Skyworks user, member account holder or registrant.
    4. Person” means an individual or legal entity, including a company or a governmental agency or instrumentality.
    5. Skyworks Parties” means Skyworks, our Subsidiaries, our Resellers and our and their respective Representatives, shareholders and partners.
    6. PRO” means a performing rights, mechanical rights or any other similar organizations (including ASCAP, BMI, SOCAN, SESAC, PRS, MCPS, SACEM, SDRM or JASLAC, GEMA).
    7. Public Domain Content” is defined in Section 8 below.
    8. Representative” means a Person’s officer, director, employee, agent or contractor.
    9. Resellers” means our and our Subsidiaries’ sub-distributors and resellers.
    10. when applied to us, “Subsidiaries” means all companies that from time to time directly or indirectly are owned or controlled by us, under common ownership or control with us or own or control us.
    11. Website” means our internet site at www.skyworks-stock.com, and the other internet sites of Skyworks and its Subsidiaries and Resellers.
    12. Website Terms” means our Terms and Conditions (including general Licence Agreement), guidelines, and community rules and restrictions contained at the Website where you can view content.
    13. Work for Distribution” refers to (A) any independently authored derivative work in any media now known or hereinafter devised, or (B) other independently created work, in any and all media now known or hereafter devised (including in-context works for advertising and promotion), which in either case in (A) or (B), incorporates Content together with other substantial independently created works, and is created by or for you or on your behalf as permitted by the terms of this Agreement.

2. What we Offer.

We offer an online marketplace where you may download and licence under this Agreement a variety of aerial video footage clips, and other audiovisual and digital media works.

3. Grant of Licence.

  1. In all cases where our material is accessed directly via the Skyworks Archive website, the licence is on a Skyworks Royalty Free basis.
  2. We hereby grant you a non-exclusive, worldwide, perpetual right and licence (the “Licence“) on the terms and subject to the conditions and limitations set out in this Agreement, to, an unlimited number of times: (i) directly or indirectly create Works for Distribution incorporating the Content, (ii) use, copy, modify, manipulate, couple, synchronize, publish, publicly display and perform, transmit, broadcast, telecast and distribute the Content within such Works For Distributions, (iii) permit third parties to do the foregoing subject to the conditions and limitations set out in this Agreement, and (iv) use the Content Information internally to facilitate the foregoing with regard to Content obtained from us.
  1. The Licence is non-transferable. The term “non-transferable” as used herein means that except as specifically provided herein, you should not sell, rent, load, give, sublicence, or otherwise transfer to anyone, any Content or the right to use any Content. You may, however, transfer Content to a third Person for the sole purpose of allowing such third Person to produce, duplicate or distribute your Work for Distribution, provided that you should take all commercially reasonable steps to prevent third parties from extracting or duplicating the Content. If you become aware of any unauthorized duplication of any Content, you should promptly notify us via the Website. For avoidance of doubt, the restriction on transferability does not apply to your Works for Distribution.
  2. Beyond the initial licence fee set forth in the Website, subject to Section 7(e) below, no additional royalties or other payments to us are required for the Licence of Content, provided such use conforms to the terms of this Agreement, including the limitations on the number of Authorized Users in paragraph (e) below and the Restrictions on Use in Section 4.
  3. This Agreement is a licence, not an agreement of sale. You will not acquire, and we and/or the Contributors will retain, all right, title, and interest in and to all of the copyrights, trademarks, trade secrets, and all other proprietary rights in the Content or Content Information that are not expressly granted to you by the terms of this Agreement.
  4. You may provide access to or use of Content that is not incorporated into a Work for Distribution (“Unincorporated Content“) and the associated Content Information to no more than an aggregate of ten (10) Authorized Users at the same time, provided that such access is used solely under the terms of this Agreement and for the purpose of creation, reproduction or distribution of Works for Distribution made by or for you. You will prevent any other Person from having access to the Unincorporated Content or the associated Content Information. As used in this Agreement, the term “Authorized User” refers to any individual (i) who is your officer, director, employee, agent or contractor (collectively, your “Representatives“) and (ii) who has been authorized by you to access and/or use Unincorporated Content and the associated Content Information in the creation, reproduction or distribution of Works for Distribution by or for you.
  5. The Licence is conditioned upon (i) you and your Representatives’ compliance with the terms of the Licence and this Agreement, (ii) you and your Representatives’ use of the Content and the associated Content Information only as permitted in this Agreement, (iii) your fulfilment of your responsibilities hereunder, and (iv) our receipt of full payment of the amount(s) required herein or by the Website in respect to the applicable Content.

4. Restrictions on Use.

  1. The Licence to any Content is subject to all restrictions and disclaimers applicable to such Content in or referred to in the Website pages where the Content is made available.
  2. You may not use, modify, resell, sublicence, assign, transfer, otherwise make available or permit access by any third    Person to any Content, except as expressly authorized in this Agreement.
  3. Except as expressly permitted by Section 3 above, you may not:
    1. distribute any Unincorporated Content as a standalone file or in any library or reusable template intended to allow on-demand use, reproduction or customization of such Content by third parties in electronic, printed, or other products;
    2. distribute Content in a manner that facilitates third parties’ ability to (A) extract without extraordinary effort the Content for use separate and apart from the Work for Distribution or (B) create derivative works incorporating Content, except as part of the marketing, editing or distribution of a Work For Distribution pursuant to Section 3; or
    3. include or post any Unincorporated Content or a representation of the same on a publicly displayed or distributed website or software or internet application which facilitates its use as a template that could be customized by or at the request of a third party.
    4. You may not: (i) sell or licence Unincorporated Content to others for consumption, reproduction or re-sale or (ii) superficially modify any Unincorporated Content and sell or licence it to others for consumption, reproduction or re-sale. For example, you may not (A) resell Unincorporated Content that is a video as a screensaver or desktop background, (B) sell or licence an image extracted from Content to be printed on tee-shirts or other physical products for resale, or (C) print Unincorporated Content or an image extracted from Content on tee-shirts or other physical products for sale.
    5. To the extent that source code is contained within the Content, you may not reverse engineer, decompile, or disassemble any part of such source code.
    6. You may not remove any artist, Contributor or Skyworks copyright notice or attribution from any place where it is embedded in the Content or avoid, bypass, remove or impair any technological measure that limits access to the Content, but you may remove, modify or distort any third party copyrighted work, trademark, face or voice contained in the Content other than Audio Content without an appropriate release so that it is not ascertainable or recognizable.
    7. Except for Content that is specified in the Website as being suitable for use in a logo, you may not incorporate any Content into a logo, trademark or service mark without explicit written permission from either us or the applicable Contributor.
    8. You may not use any Content in a manner that violates any English law or any other applicable jurisdiction.
    9. You may not use any Content in a manner that or in a Work For Distribution that under applicable law (i) is pornographic, obscene, infringing, or defamatory, (ii) is reasonably likely to bring any person or property associated with the Content into disrepute (including any use in advertising or promoting illegal behaviour, hostility or discrimination based on race, religion, ethnic background, sex, age, disability or sexual preference or any other subject matter that would be reasonably likely to be offensive or unflattering to any such person or property), or (iii) is an advertisement or marketing or informational material for a health product or service if the Content depicts a recognizable person unless the Content is accompanied by a disclaimer that the person is shown for illustrative purposes only.
    10. Notwithstanding the foregoing, some Licenced Content may be available for certain of the restricted uses, provided a supplemental or extended licence is entered into for such uses (for the avoidance of doubt, such uses are not included in this Licence Agreement).

5. Content Containing Likenesses of Persons, Other Copyrighted Works, Trademarks or Other Third Party IP.

  1. You may not use any Content featuring a person in a manner that would lead a reasonable person to believe that the person personally uses or endorses a product or service, or if the depiction of the person would be unflattering or unduly controversial to a reasonable person, without accompanying each such use with a disclaimer indicating that the person is a model and their likeness is being used for illustrative purposes only.
  2. You acknowledge and agree that (i) many jurisdictions provide legal protection against a person’s name, image, voice, likeness, trademarks or property being used for commercial purposes without their consent, and (ii) for Content that contains or depicts any recognizable name, voice, person, trademark, trade dress, logo, copyrighted audio, design, art, location, institution, residence, architecture or other works (collectively “Third Party IP“), the Licence does not include the Third Party IP. We assume no responsibility whatsoever, and you are solely responsible, for (A) reviewing any releases already provided with the Content (B) determining whether or not any Content is or is not Editorial Content, (C) determining whether any additional clearance or release is required in connection with any proposed use of the Content, and (D) obtaining any additional releases and/or clearances that are legally required with regard to any Third Party IP. Note that in the absence of written notice to the contrary, Skyworks obtains and provides NO releases of any persons, property or other Third Party IP.
  3. Editorial Content may nevertheless be used in ways that would qualify as fair use under the U.S. Copyright Act and other applicable legislation, such as documentaries, news, parodies, educational content; provided, that we offer no assurance whatsoever that your use will qualify for fair use or that use that may qualify as fair use will protect you from legal claims of the owner of the Third Party IP and you assume the sole risk of such use.
  4. Notwithstanding the generality of the preceding paragraphs and in addition thereto, for Content that is film, video footage or any other audiovisual work, any music, dialogue or other ambient audio contained therein is incidental only; accordingly, (i) we assume no responsibility whatsoever for obtaining, (ii) you are solely responsible for obtaining, and (iii) you will obtain any additional clearances relating to any of the same that may be required. In addition, we make no representations or warranties whatsoever regarding whether or not any additional fees or payments may be due to any union, guild, association or other organization for use of any of the same.


6. Your Other Responsibilities.

  1. You must ensure full compliance with this Agreement by your Representatives.
  2. If any Unincorporated Content is provided to the Licencee or any other Person, it must be accompanied by the Content Information and a copy of this Agreement.
  3. You must make reasonable best efforts to safeguard against unauthorized third-Person access to Unincorporated Content or the associated Content Information.

7. Representations, Warranties and Disclaimers.

  1.  We warrant that Skyworks owns the copyright in the Content.
  2. Limited Warranty: We warrant that there are no material defects in the Content which would prevent it from being downloaded from the Website and used as permitted herein. If there are material defects in the Content, your exclusive remedy will be as follows: (i) upon request to us within 30 days of the download of such Content, you will be permitted to download the Content again to obtain a replacement copy of the Content; or (ii) if we determine, in our sole discretion, that defects would continue to prevent it from being downloaded from the Website or used as permitted herein successfully, we will refund the fee actually paid by you for such Content.
  4. While we have made reasonable efforts to correctly categorize, keyword, caption and title the Content, we do not warrant the accuracy of such information. Additionally, we do not warrant the accuracy of any Content Information.
  5. You represent and warrant that you have full right and authority to enter into and perform under this agreement, and that if you are an individual, you are of sufficient legal age to create binding legal obligations set out in this Agreement.
  6. You represent that all information provided to us by you or under your Skyworks membership, registration or user ID is accurate and true, including all information relating to the Member and the Licencee and credit card or other payment information, and you agree to update such information as is necessary for such information to continue to be accurate and complete.
  7. If you are the individual who is downloading the Content, you represent that you are the Member under whose user ID you are accessing the Website and downloading or otherwise copying Content from the Website or us.
  8. You represent that you are (i) the Licencee, or (ii) a duly authorized Representative of the Member or Licencee, as the case may be.
  9. If the individual who is entering into this Agreement is doing so on behalf of his/her employer or another Person, such individual represents and warrants that (i) he/she has the full right and authority to execute, deliver and perform this Agreement on behalf such employer or other Person, and (ii) this Agreement is a binding Agreement of such employer or other Person, enforceable against such employer or other another Person in accordance with its terms. In the event that such individual does not have such right, power and authority, such individual agrees that in addition to all rights and remedies available against such employer or other Person or his/her or his/her/its Representatives relating to violation or infringement of intellectual rights, he/she will be personally liable to us for any breaches of the terms of this Agreement or violation and infringement of intellectual rights in the Content by such individual, such employer or other Person and his/her or its Representatives.
  10. If after downloading any Content, you receive any notice or otherwise learn in any way that any of the representations made by you in this Agreement were not accurate, complete and not misleading in all material respects or no longer are accurate, complete and not misleading in all material respects or of any claim by a third Person to the effect of the foregoing, you will promptly provide us with written notice all relevant facts regarding the same and if appropriate, cease use of the Content.

8. Indemnification

You agree to defend, indemnify and hold the Skyworks Parties harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to any claim, action or proceeding by a third Person relating to or arising directly or indirectly out of (i) your or any of your Representative’s or distributees’ use of any Content or any services provided by us, (ii) any claim of a failure to obtain from third parties all permissions necessary to use any Third Party IP, (iii) any claim of a failure to fulfil any responsibility or obligation assumed by you under this Agreement, (iv) any modification of any Content or use of any Content with any work created or provided by you, any of your Representatives or a third Person, or (v) for any other breach by you or any of your Representatives of this Agreement.

9. Removal of Content

If you learn that any Content is subject to a threatened or actual third party claim of infringement, violation of another right, or any other claim for which we may be liable, you will promptly notify us of any such claim. If we learn of such a claim from you, the third party or otherwise and we, in our sole good faith discretion, determine that the threatened or actual claim raises an inappropriate legal risk, upon notice from us, you will (i) remove the Content from your computer systems and storage devices (electronic or physical), and (ii) if commercially reasonable, cease any future use of the removed Content at your own expense. In such case, without charge we will provide you with Content that we determine in good faith is comparable, subject to the other terms and conditions of this Agreement.

10. Term and Termination.

  1. The Licence will terminate automatically without notice from us if you fail to cure a breach or other failure to comply with any provision of this Agreement within 14 days of written notice of the same. Upon termination, you must yourself and must cause your Representatives to immediately: (i) stop using the Content; (ii) destroy or, upon our request, return the Content to us; (iii) delete or remove the Content from your premises, computer systems and storage (electronic or physical); and (iv) where applicable, ensure your Representatives and licensees do the same.
  2. Notwithstanding the foregoing or anything else in this Agreement, so long as the fees due hereunder were paid, in the event of a breach or alleged breach hereunder, Skyworks shall be limited to the right to recover damages in an action at law and shall not be entitled to seek injunctive relief with respect to a Work for Distribution that has already been released or is in production as of the date of termination of the Licence.
  3. You may terminate this Agreement by giving written notice to us and destroying the Content and any derivative works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose.
  4. The terms and provisions of Sections 1, 4 and 6 through 20 shall survive termination or expiration of this Agreement.

11. Payments & Taxes.

  1. All sales of Licences are final, and we are under no obligation to refund any fees paid by you for Content under any circumstances, except upon a material breach of the Contributor Warranty or one of our representations and warranties. However, if in the event of such a breach or your request for a refund, we, in our sole discretion, determine to provide you with a refund, the licence granted in this Agreement for the Content will be rescinded as if never granted. Any refund will be made by such means as we determine is appropriate.
  2. Prices, offers and Content are subject to availability and may change.
  3. You are responsible for promptly paying any and all applicable sales taxes, use taxes, value added taxes, property tax, customs, duties and any related interest or penalties imposed by any jurisdiction as a result of the Licence, any supplemental or extended licence or any use of the Content.
  4. To the extent that you determine that you are required under law (e.g., under a tax law) to withhold any amount from payments due to us, the price for the applicable Licence is hereby increased by the amount that would cause the net amount payable by you to equal the price that would otherwise apply for the sale of the Licence.

12. Credit Attribution.

  1. If the Content is used in an editorial context in a Work For Distribution that is posted online, you will use your reasonable best efforts to accompany the Work For Distribution with a credit line hyperlink back to www.Skyworks.com that reads “Stock media provided by [Contributor Name]/ Skyworks.com”.
  2. For all other Works For Distribution incorporating the Content where crediting is customary (including any editorial use) or where other such credits are provided, you will use your reasonable best efforts to accompany the Work For Distribution with a credit line that reads “Aerial Footage by Skyworks”.
  3. The unintentional omission of credit attribution provided for above will not be considered to be a breach of this Agreement as long as you use your reasonable best efforts to promptly cure the same upon written notice.

13. Interpretation

Unless the context requires otherwise, in any part of this Agreement: (a) “including” (and any of its derivative forms, e.g. “includes“), “e.g.” and “for example” means “including but not limited to”; (b) “must not“, “should not“, “shall not” and “may not” are expressions of prohibition, and “will”, “must”, “should” and “shall” are expressions of command, and not merely expressions of future intent or expectation; (c) use of the singular imports the plural and vice versa; (d) references to one or no gender include the other or no gender; (e) references to the terms “herein” or “hereto” refer to this Agreement (including any terms incorporated by reference herein); (f) references to “in each case” refers to each case referred to prior to such phrase in the same sentence; and (g) the headings in this Agreement are for ease of reference only and shall not affect its interpretation.

14. Miscellaneous Provisions.

  1. The parties to this Agreement are independent contractors, and nothing in this Agreement or the Licence or any supplemental or extended licence shall create a joint venture, partnership, employment relationship, or franchise or fiduciary relationship between the parties.
  2. Upon Skyworks’s request, to the extent practical, you shall provide a copy of all uses of the Content.
  3. If any provision, or portion thereof, of this Agreement, or its application to any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such provision and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest extent permitted by law.
  4. This Agreement shall be construed in accordance with English law. The Licence, any supplemental or extended licence, any download of Content and access to and use of the Website and the entering into this Agreement will be deemed to take place in Great Britain.
  5. Any dispute regarding this Agreement, the Licence, any supplemental or extended licence or any Content or the use thereof will be resolved exclusively by an English  court. We and you hereby waive any objection to venue, or to the inconvenience of the forum, of any such court or right to trial by jury to resolve any such dispute. The parties hereby consent to the jurisdiction of such courts.
  6. You will promptly reimburse us for any reasonable attorneys’ fees and court costs that are incurred by us in enforcing this Agreement.
  7. All of the covenants, terms, provisions and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and permitted assigns.
  8. The Skyworks Parties are intended third Person beneficiaries of this Agreement. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other third Person any rights, benefits or remedies of any nature whatsoever. Without limiting the generality of the foregoing, no provision herein shall be for the benefit of or enforceable by any creditor of any party hereto.
  9. Except as otherwise set forth herein, any notice required or permitted to be given under this Agreement shall be in writing, delivered by hand, nationally recognized overnight courier service, email or registered or certified mail, addressed (i) to Skyworks at: our address set forth on the Website, www.skyworks-stock.com, with a copy by email to legal@Skyworks.co.uk; or (ii) to you at the email address or contact information provided for the Skyworks member account or registration under which the relevant Content was downloaded.
  10. If you breach any provision of this Agreement and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach this Agreement. Your obligations, the limitations and our rights and remedies set out in this Agreement are cumulative and are in addition to your obligations and our rights and remedies at law or in equity. Notwithstanding the foregoing or anything else to the contrary in this Agreement, provided the fees due hereunder were paid, Skyworks shall be limited to the right to recover damages in an action at law and in no event shall Skyworks be entitled to seek injunctive relief with respect to any breach or alleged breach hereunder with respect to a Work for Distribution.
  11. This Agreement is personal to you and is not assignable by you without Skyworks’ prior written consent; provided, however, that to the extent that any Content is included within a Work For Distribution made pursuant to the Licence, without our consent you may assign your rights hereunder as related to such Work For Distribution or any variation thereof. Skyworks may assign this Agreement without your consent to any other Person so long as such Person agrees to be bound by its terms. In addition, the applicable Contributors may, without your consent, assign their rights under this Agreement.
  12. This Agreement is in addition to the Website Terms (which are all incorporated by this reference into this Agreement) and any specific licence terms granted directly by Skyworks and in writing with its own terms and conditions, all of which together embody the parties’ entire agreement and supersedes and cancels any prior agreement, express or implied, written or oral, with respect to its subject matter; provided that in the event of any inconsistency between this Agreement and such Website Terms or specific written agreement, the terms of the specific written Licence Agreement shall govern.

15. Our Right to Make Changes to This Agreement.

  1. Notwithstanding anything else in this or any other agreement, (i) we reserve the right to make changes to this Agreement, the Website Terms at any time and without notice to you, and (ii) you will be subject to the terms of this Agreement and the Website Terms in force at the time that you download the Content. For avoidance of doubt, any changes to the Agreement will not apply to Content downloaded prior to the change.
  2. No modification, deletion, amendment of any provision is binding on us unless in writing signed by our authorized representative or posted by us on the Website.

16. Consent to Electronic Communications; Your Personal Data.

  1. You consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
  2. You consent to your personal information being shared with and processed in the course of our business by us and our Subsidiaries, which are located in various different countries, including the U.S., which provide varying and in some cases less privacy protection than your country.

17. Acceptance of this Agreement.

  1. By clicking “I Agree” or otherwise signifying acceptance, the individual who is doing so is accepting and agreeing to be bound by this Agreement for him/herself and on behalf of his/her employer or other Person that is identified as the Member, and the Person that is designated as the Licencee. If you are accepting on behalf of your employer or other Person that is the Member and/or that is designated as the Licencee, you represent and warrant that you have full legal authority to bind such employer or other Person.
  2. You acknowledge that you have read this Agreement, understand it, and have had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of Skyworks allowing you to access or download the Content, you agree to be bound by the terms and conditions of this Agreement. Additionally, you acknowledge and agree that you have reviewed the Website Terms and any other agreements which may be incorporated by reference herein and therein, and to the extent of their incorporation in this Agreement, you agree to be bound by them.

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