Boogio Terms of Service
1. AGREEMENT BETWEEN USER AND REFLX LABS
These Terms of Service (“TOS”) are a legal and binding agreement worldwide between Licensee
and REFLX Labs (“Company’”), which governs Licenseeʼs access to the Company’s Boogio
Developer Kit 5.0 including insoles, hardware, applications, software, data services and/or
technology (“Boogio”) as further described in the Boogio Spec Sheet. Future Company products
and services are not covered by this agreement.
Licenseeʼs use of Boogio is governed by these TOS. Boogio is to be used solely to evaluate the
capabilities of Boogio for the purposes of development as a platform technology and for the
development of novel software applications or services using the Boogio platform (“Apps”).
Licensee is encouraged to develop new Apps that use Boogio as a technology platform.
Licensee shall own and retain all intellectual property, copyright and all other rights to all
technology and Apps developed separately by Licensee using Boogio as a platform.
Additionally, License shall own any and all data generated by, or gathered from, any App it
develops or commercializes using the Boogio platform (“Data”). All Data is required to be
transmitted, stored and managed thru the Company’s cloud-based SaaS data service exclusively
for the use of Licensee except that the metadata generated from Data may be metered, quantified
and used by the Company for billing, accounting and other purposes. The Company will keep all
Data, except for the metadata, confidential and agrees not to use Data for any purpose or to share
Data with others. Boogio hardware (including insoles and associated software), and the SaaS
data services required to support Apps, will be provided by Boogio under separate TOS and
separate pricing and invoicing. The SaaS data services that support Boogio are provided free of
any additional monthly charges only for the period that Boogio is being used for active
development of Apps.
2. INTELLECTUAL PROPERTY
Licensee acknowledges that the Company exclusively owns its intellectual property rights, title,
and interest in Boogio including its patents and patent pending applications.
Licensee acknowledges that they will not receive intellectual property rights through this TOS,
including but not limited to, title or interest in patents, copyrights, trademarks, and trade secrets
relating to Boogio or any technology, products or services developed by the Company. Any
rights not expressly granted under these terms are reserved. Licensee acknowledges that they
shall not copy, reproduce, distribute, modify, decompile, disassemble, or reverse engineer
Boogio without the Company’s express written consent.
3. TERM AND TERMINATION
This agreement shall commence on the date when Licensee receives a Boogio shipment and shall
continue until Licensee either discontinues use of Boogio or violates the terms of the TOS.
Upon termination of these terms of service, all license rights shall terminate and revert to the
Licensee agrees to indemnify, defend and hold the Company, its officers & directors,
shareholders, partners, attorneys and employees harmless from any and all liability, loss,
damages, claim and expense, including reasonable attorney's fees, related to its violation of these
terms of service or use of Boogio.
Licensee assumes full responsibility for all products and services it develops, uses and sells
based on, or in conjunction with, Boogio. Licensee also assumes full responsibility for
compliance with applicable laws and licenses required for the use of Boogio and any product or
service based on, used in conjunction with or connected to Boogio.
The Company warranties Boogio for one year from date of purchase. During that period, the
Company will replace or repair any defective hardware, software or other feature of Boogio not
in compliance with the specifications for Boogio supplied to Licensee at the time of shipment of
Boogio. Additionally, during the one year warranty period, the Company will offer to Licensee,
free of charge, new versions of Boogio that are introduced to the market. Licensee must return
one Boogio for each new Boogio version it wants to be shipped and allow 30 (thirty) day for
shipping and processing – a shipping fee will be charged to Licensee.
Licensee agrees that all actions or proceedings arising directly or indirectly out of this
agreement, or its use of Boogio, shall be litigated or arbitrated in Martin Luther King County, in
the State of Washington. Licensee expressly submits and consents in advance to such jurisdiction
in any action or proceeding in any of such courts, and agrees to waive any claim that Washington
is an inconvenient forum or an improper forum based on lack of venue. The laws of Washington
will govern the terms and conditions contained in this Agreement without giving effect to any
principles of conflicts of laws.
This agreement constitutes the entire and only agreement between Licensee and the Company,
and supersedes all prior or contemporaneous agreements, and representations with respect to
Boogio. Acceptance by, or delivery to, Licensee of any Boogio product constitutes Licensee’s
agreement to this TOS. This agreement will be binding on any third party users and/or any users
connected to licensees original purchased Boogio product.