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

Company.

4. INDEMNIFICATION

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.

5. WARRANTY

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.

6. GENERAL

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.