The customer identified on the Order to which these Terms and Conditions are incorporated (the “Customer”) and Boost Foundry, LLC DBA MagiLoop (“BOOST”), each of whom may hereinafter be referred to as a “Party”, and collectively as the “Parties”, hereby agree to these terms (the “Terms and Conditions”).

Applicability of These Terms and Conditions

These Terms and Conditions shall apply to Customer’s License to use BOOST’s web-based ecosystem software (the “MagiLoop Ecosystem”) or any portion thereof, and training and off and online support (each, a “Service” and collectively, the “Services”) identified in one or more ordering documents signed by the Parties including any exhibits thereto (each, an “Order” and collectively, the “Orders”). These Terms and Conditions and all Orders represent the Parties’ entire understanding regarding the license of the MagiLoop Ecosystem and Services and shall control over any other documents or agreements. In the event of a conflict between these Terms and Conditions and an Order, the terms of the Order shall control.

BOOST may update these Terms and Conditions at any time and BOOST will make the updated Terms and Conditions available by posting the updated version on BOOST’S website (the “Site”). BOOST will use reasonable efforts to inform Customer of any such updates via any Customer email address provided in the Order. However, Customer’s continued use of any Service shall be conclusive evidence that Customer has read and consented to the Terms and Conditions as amended or modified and further agrees on a going forward basis to comply with, and be bound by, all the Terms and Conditions as amended or modified at that time.

The latest version of these Terms and Conditions will be posted on the Site and Customer should review the Terms and Conditions prior to each use of a Service. Customer should regularly check the Site for updates and/or changes. If at any point Customer does not agree to any portion these Terms and Conditions then in effect, Customer must immediately stop using the MagiLoop Ecosystem and all Services.

Section 1

License Grant

Section 1.1. Grant of Limited License. BOOST hereby grants to Customer a limited, non­exclusive, non­assignable and non­transferable license during the Term to: (a) access and use the MagiLoop Ecosystem and Services described in an Order solely to manage and operate its business; (b) store Customer Data on or through the licensed MagiLoop Ecosystem components; and (c) allow Customer Partners to access and use the licensed MagiLoop Ecosystem components for the sole purposes set forth in the foregoing clauses (a) and (b).Grant of Limited License. BOOST hereby grants to Customer a limited, non­exclusive, non­assignable and non­transferable license during the Term to: (a) access and use the MagiLoop Ecosystem and Services described in an Order solely to manage and operate its business; (b) store Customer Data on or through the licensed MagiLoop Ecosystem components; and (c) allow Customer Partners to access and use the licensed MagiLoop Ecosystem components for the sole purposes set forth in the foregoing clauses (a) and (b).

Section 1.2. Exclusive Ownership Reserved to BOOST. Customer acknowledges that BOOST owns (or holds by license) the right, title and interest throughout the world in and to the MagiLoop Ecosystem and any portions or copies thereof, and all patents, trademarks, trade names, copyrights and trade secrets including, without limitation, all related technical know-how pertaining thereto (collectively, the “Proprietary Rights”). The license granted hereby shall not constitute a sale of the MagiLoop Ecosystem or of the Proprietary Rights. Customer further acknowledges that any MagiLoop Ecosystem derivative products are, and shall at all times be, the property of BOOST, with all right, title and interest therein. Customer hereby assigns, and shall cause each Customer Partner, to assign to BOOST all right, title and interest that Customer or any Customer Partner may have in and to any such derivative products or works, feedback, ideas, or suggestions, and in and to any improvements or modifications to the MagiLoop Ecosystem resulting therefrom. For purposes of these Terms and Conditions: (a) the term “User” means any employee or independent contractor of Customer that is authorized thereby to access and use the MagiLoop Ecosystem for and on behalf of Customer in accordance with these Terms and Conditions; and (b) the term “Customer Partner” means any entity that is not a User and that is identified by Customer and authorized by BOOST to access and use the MagiLoop Ecosystem in accordance with the Terms and Conditions. Customer acknowledges and agrees that Customer is and shall remain liable for all actions and omissions of its Users and Customer Partners in violation of these Terms and Conditions.Exclusive Ownership Reserved to BOOST. Customer acknowledges that BOOST owns (or holds by license) the right, title and interest throughout the world in and to the MagiLoop Ecosystem and any portions or copies thereof, and all patents, trademarks, trade names, copyrights and trade secrets including, without limitation, all related technical know-how pertaining thereto (collectively, the “Proprietary Rights”). The license granted hereby shall not constitute a sale of the MagiLoop Ecosystem or of the Proprietary Rights. Customer further acknowledges that any MagiLoop Ecosystem derivative products are, and shall at all times be, the property of BOOST, with all right, title and interest therein. Customer hereby assigns, and shall cause each Customer Partner, to assign to BOOST all right, title and interest that Customer or any Customer Partner may have in and to any such derivative products or works, feedback, ideas, or suggestions, and in and to any improvements or modifications to the MagiLoop Ecosystem resulting therefrom. For purposes of these Terms and Conditions: (a) the term “User” means any employee or independent contractor of Customer that is authorized thereby to access and use the MagiLoop Ecosystem for and on behalf of Customer in accordance with these Terms and Conditions; and (b) the term “Customer Partner” means any entity that is not a User and that is identified by Customer and authorized by BOOST to access and use the MagiLoop Ecosystem in accordance with the Terms and Conditions. Customer acknowledges and agrees that Customer is and shall remain liable for all actions and omissions of its Users and Customer Partners in violation of these Terms and Conditions.

Section 1.3. Prohibited Acts. All rights not expressly granted to Customer under the Terms and Conditions are expressly reserved to BOOST. Customer shall not and shall not permit any User or third party (including, without limitation, any Customer Partner) to, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the MagiLoop Ecosystem; (b) modify, translate, or create derivative works based on the MagiLoop Ecosystem; (c) install, sublicense, rent, lease, distribute, sell, resell, assign, or otherwise transfer the rights to access and use the MagiLoop Ecosystem to any third party as a service bureau or any other means; or (d) remove any proprietary notices, trademarks, or labels contained on or within the MagiLoop Ecosystem or any graphical representation thereof.Prohibited Acts. All rights not expressly granted to Customer under the Terms and Conditions are expressly reserved to BOOST. Customer shall not and shall not permit any User or third party (including, without limitation, any Customer Partner) to, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the MagiLoop Ecosystem; (b) modify, translate, or create derivative works based on the MagiLoop Ecosystem; (c) install, sublicense, rent, lease, distribute, sell, resell, assign, or otherwise transfer the rights to access and use the MagiLoop Ecosystem to any third party as a service bureau or any other means; or (d) remove any proprietary notices, trademarks, or labels contained on or within the MagiLoop Ecosystem or any graphical representation thereof.

Section 2

Fees and Payment

Section 2.1. Fees and Payment. Customer shall pay BOOST the fees set forth on Customer’s Order(s) (collectively, the “Fees”). All payments of Fees made to BOOST shall be made in US Dollars by use of the Automated Clearing House (ACH) payment system, and Customer: (i) specifically consents to the use of ACH for Fees payments; and (ii) will cooperate with Boost in establishing appropriate ACH procedures.Fees and Payment. Customer shall pay BOOST the fees set forth on Customer’s Order(s) (collectively, the “Fees”). All payments of Fees made to BOOST shall be made in US Dollars by use of the Automated Clearing House (ACH) payment system, and Customer: (i) specifically consents to the use of ACH for Fees payments; and (ii) will cooperate with Boost in establishing appropriate ACH procedures.

Section 2.2. Taxes. Customer is solely responsible for payment of any taxes (including sales or use taxes, transfer taxes, excise taxes, intangible taxes, property taxes, and similar taxes and duties) resulting from the transactions contemplated by the Terms and Conditions and Customer’s use of the MagiLoop Ecosystem, excluding, however, any taxes payable by BOOST as a result of income earned by BOOST hereunder.Taxes. Customer is solely responsible for payment of any taxes (including sales or use taxes, transfer taxes, excise taxes, intangible taxes, property taxes, and similar taxes and duties) resulting from the transactions contemplated by the Terms and Conditions and Customer’s use of the MagiLoop Ecosystem, excluding, however, any taxes payable by BOOST as a result of income earned by BOOST hereunder.

Section 3

Term

The grant of License will commence in accordance with the provisions of an Order and, unless earlier terminated by either Party pursuant to Section 14, will continue for the time period listed in the Order(s) (the “Term”).

Section 4

Technical Support Services

During the Term, BOOST shall provide to Customer technical support for issues arising in connection with Customer’s standard day-to-day use of the MagiLoop Ecosystem. This support will be provided during normal business hours of BOOST and may be provided in the form of email or telephone support at the sole discretion of BOOST. BOOST may from time to time, acting in its sole discretion, provide technical support to Customer Partners, upon such reasonable terms and conditions as determined by BOOST.

Section 5

Service Level Interruption

Section 5.1 MagiLoop Ecosystem Interruption. In the event the MagiLoop Ecosystem experiences a defect or failure, BOOST will use its commercially reasonable efforts to resolve such defect or failure. BOOST warrants that the MagiLoop Ecosystem’s service uptime will be not less than ninety-nine percent (99%) in any given calendar month, excluding maintenance downtime. If Customer experiences uptime of less than ninety-nine percent (99%) during a given calendar month, excluding maintenance downtime, BOOST will credit to Customer a fee equal to the total percentage of downtime (excluding maintenance downtime) for that month multiplied by the monthly fee for that month (“Downtime Credit”). Notwithstanding the foregoing, the Downtime Credit does not apply to: (a) downtime resulting from Force Majeure Events as provided for in these Terms and Conditions; (b) any downtime not attributed solely to BOOST; (c) any planned downtime of which Customer is given at least 24 hours’ notice; (d) any downtime caused by BOOST’s exercised right to suspend Customer’s access to the MagiLoop Ecosystem pursuant to Section 14; and (e) downtime caused by any malfunction or failure of Customer’s hardware, systems, other software or internet access service.MagiLoop Ecosystem Interruption. In the event the MagiLoop Ecosystem experiences a defect or failure, BOOST will use its commercially reasonable efforts to resolve such defect or failure. BOOST warrants that the MagiLoop Ecosystem’s service uptime will be not less than ninety-nine percent (99%) in any given calendar month, excluding maintenance downtime. If Customer experiences uptime of less than ninety-nine percent (99%) during a given calendar month, excluding maintenance downtime, BOOST will credit to Customer a fee equal to the total percentage of downtime (excluding maintenance downtime) for that month multiplied by the monthly fee for that month (“Downtime Credit”). Notwithstanding the foregoing, the Downtime Credit does not apply to: (a) downtime resulting from Force Majeure Events as provided for in these Terms and Conditions; (b) any downtime not attributed solely to BOOST; (c) any planned downtime of which Customer is given at least 24 hours’ notice; (d) any downtime caused by BOOST’s exercised right to suspend Customer’s access to the MagiLoop Ecosystem pursuant to Section 14; and (e) downtime caused by any malfunction or failure of Customer’s hardware, systems, other software or internet access service.

Section 5.2. Customer Reporting Obligations. Customer shall report any unscheduled unavailability of the MagiLoop Ecosystem as soon as possible upon its occurrence, and in no case less than 24 hours from its occurrence (“Customer Reporting Obligations”) to BOOST in order to be entitled to a Downtime Credit, and must request, in writing, any Downtime Credit due hereunder within thirty (30) days of the conclusion of the month in which it accrues. Customer hereby waives any right to Downtime Credits not requested within such thirty (30) day period. Downtime Credits verified by BOOST shall be applied to any subsequent monthly fees due under the Terms and Conditions or any additional fees incurred hereunder, or, if no such monthly fees or other fees become due, shall be paid, at the request of the Customer, in U.S. Dollars from Company upon the termination of the Terms and Conditions.Customer Reporting Obligations. Customer shall report any unscheduled unavailability of the MagiLoop Ecosystem as soon as possible upon its occurrence, and in no case less than 24 hours from its occurrence (“Customer Reporting Obligations”) to BOOST in order to be entitled to a Downtime Credit, and must request, in writing, any Downtime Credit due hereunder within thirty (30) days of the conclusion of the month in which it accrues. Customer hereby waives any right to Downtime Credits not requested within such thirty (30) day period. Downtime Credits verified by BOOST shall be applied to any subsequent monthly fees due under the Terms and Conditions or any additional fees incurred hereunder, or, if no such monthly fees or other fees become due, shall be paid, at the request of the Customer, in U.S. Dollars from Company upon the termination of the Terms and Conditions.

Section 6

Data Ownership, Aggregation and Storage

Section 6.1. Customer Data. “Customer Data” consists of information input into the MagiLoop Ecosystem by Customer, Customer’s Users or any Customer Partner, and Customer, User and Customer Partner behavior on the MagiLoop Ecosystem, as captured by the MagiLoop Ecosystem. BOOST agrees that Customer will own all Customer Data and that BOOST has no obligation to retain, nor will it retain, any of the Customer Data after the termination of the License for any reason. BOOST shall not disclose the Customer Data to any third party unless: (a) directed by Customer; (b) such disclosure is made by BOOST in response to a court subpoena or other legal process, and provided that BOOST has given Customer reasonable notice of such court subpoena or other legal process; or (c) is in aggregate non-personally identifiable form. Customer hereby grants to BOOST a royalty free, worldwide, perpetual, irrevocable and fully transferable right and license to use Customer Data in connection with the creation and development of analytical and statistical analysis tools related to collected data.Customer Data. “Customer Data” consists of information input into the MagiLoop Ecosystem by Customer, Customer’s Users or any Customer Partner, and Customer, User and Customer Partner behavior on the MagiLoop Ecosystem, as captured by the MagiLoop Ecosystem. BOOST agrees that Customer will own all Customer Data and that BOOST has no obligation to retain, nor will it retain, any of the Customer Data after the termination of the License for any reason. BOOST shall not disclose the Customer Data to any third party unless: (a) directed by Customer; (b) such disclosure is made by BOOST in response to a court subpoena or other legal process, and provided that BOOST has given Customer reasonable notice of such court subpoena or other legal process; or (c) is in aggregate non-personally identifiable form. Customer hereby grants to BOOST a royalty free, worldwide, perpetual, irrevocable and fully transferable right and license to use Customer Data in connection with the creation and development of analytical and statistical analysis tools related to collected data.

Section 6.2. BOOST Data. “BOOST Data” includes any information, tracking data or tracking methodologies, other than Customer Data, generated by the MagiLoop Ecosystem, regardless of whether or not the information, tracking data or tracking methodology was generated as a result of Customer’s use of the MagiLoop Ecosystem. All right, title and interest in all MagiLoop Ecosystem data and information that is not Customer Data (including BOOST Data) is owned by BOOST.BOOST Data. “BOOST Data” includes any information, tracking data or tracking methodologies, other than Customer Data, generated by the MagiLoop Ecosystem, regardless of whether or not the information, tracking data or tracking methodology was generated as a result of Customer’s use of the MagiLoop Ecosystem. All right, title and interest in all MagiLoop Ecosystem data and information that is not Customer Data (including BOOST Data) is owned by BOOST.

Section 7

Customer Requirements

Customer shall not, and shall cause each of its Users and Customer Partners not to, directly or indirectly: (a) participate in, undertake, encourage or display any political hate-mongering, racial, ethnic, fraudulent, misleading or otherwise objectionable content or false advertising, (b) participate in, undertake, encourage or display any hacking or software pirating, (c) participate in, undertake, encourage or display any activity in violation of any applicable state, federal or international laws, rules or regulations, (d) participate in, undertake, encourage or display any activity that violates any applicable state or international SPAM laws, as amended from time to time.

Section 8

Confidentiality

Section 8.1. Confidentiality Term. During the Term and for three (3) years thereafter, each Party receiving Confidential Information (the “Receiving Party”) of the other Party (the “Disclosing Party”) shall: (a) treat such Confidential Information as the confidential property of the Disclosing Party and be responsible for any breach of the terms hereof by itself or any authorized person who receives Confidential Information of the Disclosing Party on its behalf (including, in the case of Customer, any breach by a User or Partner); (b) not use the Confidential Information except in connection with the Terms and Conditions; (c) not disclose or otherwise make available the Confidential Information of the Disclosing Party to any third party (except as authorized herein and other than to such party’s employees or independent contractors (each a “Party Representative”) who: (i) has a need to know such Confidential Information; and (ii) has, in writing, (x) accepted the confidential nature of such information received and (y) acknowledged that the confidentiality obligations imposed by these Terms and Conditions apply to such Party Representative.Confidentiality Term. During the Term and for three (3) years thereafter, each Party receiving Confidential Information (the “Receiving Party”) of the other Party (the “Disclosing Party”) shall: (a) treat such Confidential Information as the confidential property of the Disclosing Party and be responsible for any breach of the terms hereof by itself or any authorized person who receives Confidential Information of the Disclosing Party on its behalf (including, in the case of Customer, any breach by a User or Partner); (b) not use the Confidential Information except in connection with the Terms and Conditions; (c) not disclose or otherwise make available the Confidential Information of the Disclosing Party to any third party (except as authorized herein and other than to such party’s employees or independent contractors (each a “Party Representative”) who: (i) has a need to know such Confidential Information; and (ii) has, in writing, (x) accepted the confidential nature of such information received and (y) acknowledged that the confidentiality obligations imposed by these Terms and Conditions apply to such Party Representative.

Section 8.2. Confidential Information. “Confidential Information” means, with respect to a given Party, such Party’s formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, business and marketing plans, customer names, prospective customer names, the terms and pricing under the Terms and Conditions, any data relating to any research project, work in process, engineering, manufacturing, marketing, servicing, financing or personnel matter, data relating to such Party’s present or future products, sales, suppliers, clients, customers, employees, investors or business partners (including any confidential information of such suppliers, clients, customers, employees, investors or business partners) and all information clearly identified in writing at the time of disclosure as confidential, and in the case of the BOOST, the MagiLoop Ecosystem. Confidential Information does not include information that: (a) was or is in the public domain prior to the date of disclosure; (b) was or is lawfully received by the Receiving Party from a third party who is not in the possession of the Receiving Party; or (d) is required to be disclosed under applicable law or by a governmental or court order, decree, regulation or rule, provided that the Receiving Party gives written notice to the Disclosing Party to the extent legally permissible prior to disclosure.Confidential Information. “Confidential Information” means, with respect to a given Party, such Party’s formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, business and marketing plans, customer names, prospective customer names, the terms and pricing under the Terms and Conditions, any data relating to any research project, work in process, engineering, manufacturing, marketing, servicing, financing or personnel matter, data relating to such Party’s present or future products, sales, suppliers, clients, customers, employees, investors or business partners (including any confidential information of such suppliers, clients, customers, employees, investors or business partners) and all information clearly identified in writing at the time of disclosure as confidential, and in the case of the BOOST, the MagiLoop Ecosystem. Confidential Information does not include information that: (a) was or is in the public domain prior to the date of disclosure; (b) was or is lawfully received by the Receiving Party from a third party who is not in the possession of the Receiving Party; or (d) is required to be disclosed under applicable law or by a governmental or court order, decree, regulation or rule, provided that the Receiving Party gives written notice to the Disclosing Party to the extent legally permissible prior to disclosure.

Section 8.3. Remedies. The Receiving Party acknowledges that the Disclosing Party shall incur irreparable damage if the Receiving Party should breach any of the provisions of this Section. Accordingly, if a Receiving Party (or any of its respective agents or representatives) breaches or threatens to breach any of the provisions of this Section, the Disclosing Party shall be entitled, without prejudice, to all the rights and remedies available to it, including an equitable relief restraining any potential breach of the provisions of this Section by the Receiving Party, without having to prove damages or post a bond or other security.Remedies. The Receiving Party acknowledges that the Disclosing Party shall incur irreparable damage if the Receiving Party should breach any of the provisions of this Section. Accordingly, if a Receiving Party (or any of its respective agents or representatives) breaches or threatens to breach any of the provisions of this Section, the Disclosing Party shall be entitled, without prejudice, to all the rights and remedies available to it, including an equitable relief restraining any potential breach of the provisions of this Section by the Receiving Party, without having to prove damages or post a bond or other security.

Section 9

Disclaimer of Warranties

THE ECOSYSTEM IS PROVIDED “AS-IS” AND WITHOUT ANY OTHER EXPRESSED OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. BOOST MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE ECOSYSTEM OR THE OPERATION OR USE THEREOF. BOOST HEREBY EXCLUDES ALL IMPLIED WARRANTIES AND CONDITIONS TO THE EXTENT PERMITTED BY LAW, INCLUDING, ANY IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. BOOST HEREBY EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND OF NON­ INFRINGEMENT, CONCERNING THE APPLICATION AND OPERATION OR USE THEREOF. BOOST DOES NOT WARRANT THAT THE ECOSYSTEM WILL MEET ALL OF CUSTOMER’S BUSINESS REQUIREMENTS, OR THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR FREE.

Section 10

Disclaimer of Damages and Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BOOST BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, OR STRICT LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA OR GOODWILL, REGARDLESS OF WHETHER BOOST KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BOOST’S TOTAL CUMULATIVE LIABILITY FOR DAMAGES UNDER THIS LICENSE (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) EXCEED THE AMOUNT PAID BY CUSTOMER AS FEES UNDER THIS LICENSE DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM GIVING RISE TO THE ALLEGED DAMAGES.

Section 11

Indemnification

Customer and its successors and assigns shall indemnify, defend, and hold harmless BOOST, and its equity owners, directors, officers, employees and agents, and its and their respective successors and assigns from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, reasonable attorneys’ fees and costs that any such indemnified party may incur or suffer as a result of a third party claim or demand, which arises, results from, or relates to: (a) a breach of any of Customer’s representations, warranties and covenants set forth in the Terms and Conditions; (b) any act or omission by Customer, its Users or Customer Partners; (c) Customer’s goods or services; (d) any Customer Partner’s or User’s business practices and/or advertising practices; or (e) the use of the MagiLoop Ecosystem by Customer, its Users or Customer Partner not in accordance with the terms hereof.

Section 12

Compliance with Applicable Laws

Customer shall comply with all federal, state, county and local laws, ordinances, regulations, and codes imposed by each regulatory jurisdiction to which its business and its use of the MagiLoop Ecosystem are from time to time subject (“Applicable Laws”) and will procure all required permits, approvals, inspections and certificates in order to operate its business and use the MagiLoop Ecosystem in compliance with all Applicable Laws.

Section 13

Use of Customer’s Trademarks

Customer grants to BOOST for the Term, a non­exclusive, non­transferable license to use, reproduce, publicly and digitally display and broadcast Customer’s name, trademarks, trade names, service marks, logos, URLs (“Customer Trademarks”) to advertise and promote BOOST, its business and its MagiLoop Ecosystem. BOOST agrees that nothing in the Terms and Conditions shall give any right, title, or interest in or to Customer Trademarks other than the right to use the Customer Trademarks in the manner contemplated by the Terms and Conditions. Nothing in the Terms and Conditions gives Customer the right or license to use the BOOST Logo or any other trademarks, tradenames, services marks, logos of BOOST without the prior written approval of BOOST.

Section 14

Termination

Section 14.1. Termination by Either Party. Unless otherwise provided in the Order, either Party may terminate the Terms and Conditions during the Term: (a) so long as the terminating Party is not in breach of the Terms and Conditions; and (b) effective upon providing six (6) months prior written notice of termination.Termination by Either Party. Unless otherwise provided in the Order, either Party may terminate the Terms and Conditions during the Term: (a) so long as the terminating Party is not in breach of the Terms and Conditions; and (b) effective upon providing six (6) months prior written notice of termination.

Section 14.2. Additional Termination by BOOST. Upon notice from BOOST to Customer that a User or Customer Partner is in violation or breach of the terms of the Terms and Conditions, Customer will immediately terminate such User’s or Customer Partner’s use of the MagiLoop Ecosystem. Customer agrees that if any User or Partner uses the MagiLoop Ecosystem in any manner that violates any applicable law, ordinance, rule, regulation or treaty, jeopardizes BOOST’s network connection, and/or jeopardizes BOOST’s business in any way, in each case as determined by BOOST in its sole discretion, the Terms and Conditions and Customer’s use of the MagiLoop Ecosystem may be immediately suspended, or terminated, by BOOST.Additional Termination by BOOST. Upon notice from BOOST to Customer that a User or Customer Partner is in violation or breach of the terms of the Terms and Conditions, Customer will immediately terminate such User’s or Customer Partner’s use of the MagiLoop Ecosystem. Customer agrees that if any User or Partner uses the MagiLoop Ecosystem in any manner that violates any applicable law, ordinance, rule, regulation or treaty, jeopardizes BOOST’s network connection, and/or jeopardizes BOOST’s business in any way, in each case as determined by BOOST in its sole discretion, the Terms and Conditions and Customer’s use of the MagiLoop Ecosystem may be immediately suspended, or terminated, by BOOST.

Section 14.3. Actions upon Termination. If Customer; (a) breaches or violates any of its material obligations set forth in the Terms and Conditions, and fails to cure such breach or violation within ten (10) days [three (3) days with regard to the timely nonpayment of Fees by Customer] after receiving written notice of such breach or violation from BOOST; or (b) immediately if Customer undergoes a bankruptcy or otherwise becomes subject to any other insolvency proceeding the Terms and Conditions and Customer’s use of the MagiLoop Ecosystem may be immediately suspended, or terminated, by BOOST. Upon termination of the Terms and Conditions Customer shall: (a) discontinue, and shall ensure that each User and Customer Partner discontinues, all use and all attempted use of the MagiLoop Ecosystem; and (b) except as prohibited by applicable law or legal process, return to BOOST or destroy the Confidential Information of BOOST and all copies thereof. In addition, Customer shall be liable for all Fees (if any) incurred prior to the effective date of termination and shall not be entitled to a refund of any Fees paid by Customer prior to the date of termination. BOOST shall, except as prohibited by applicable law or legal process, return to Customer or destroy the Confidential Information of Customer and all copies thereof.Actions upon Termination. If Customer; (a) breaches or violates any of its material obligations set forth in the Terms and Conditions, and fails to cure such breach or violation within ten (10) days [three (3) days with regard to the timely nonpayment of Fees by Customer] after receiving written notice of such breach or violation from BOOST; or (b) immediately if Customer undergoes a bankruptcy or otherwise becomes subject to any other insolvency proceeding the Terms and Conditions and Customer’s use of the MagiLoop Ecosystem may be immediately suspended, or terminated, by BOOST. Upon termination of the Terms and Conditions Customer shall: (a) discontinue, and shall ensure that each User and Customer Partner discontinues, all use and all attempted use of the MagiLoop Ecosystem; and (b) except as prohibited by applicable law or legal process, return to BOOST or destroy the Confidential Information of BOOST and all copies thereof. In addition, Customer shall be liable for all Fees (if any) incurred prior to the effective date of termination and shall not be entitled to a refund of any Fees paid by Customer prior to the date of termination. BOOST shall, except as prohibited by applicable law or legal process, return to Customer or destroy the Confidential Information of Customer and all copies thereof.

Section 15

Dispute Resolution

If any dispute arises under the Terms and Conditions, the Parties agree to first try to resolve the dispute with the help of a mutually agreed upon mediator in the following location: State of Kansas, Sedgwick County. Any costs and fees other than attorneys’ fees associated with the mediation shall be shared equally by the Parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the Parties agree to submit the dispute to binding arbitration in the following location: State of Kansas, Sedgwick County. The Parties agree that the binding arbitration will be conducted in English by a single arbitrator and (i) if Customer is based in the United States, under the rules of the American Arbitration Association or (ii) if Customer is based internationally, under the rules of Arbitration of the International Chamber of Commerce. Judgment upon the award rendered by the arbitrator may be entered in any court with proper jurisdiction. Notwithstanding anything to the contrary contained herein, if Customer does not pay all Fees described in Section 2 and the Order, the Parties agree that BOOST may elect to resolve any nonpayment dispute by submission to a court located in the State of Kansas, Sedgwick County. If any litigation or arbitration is necessary to enforce the Terms and Conditions or the terms thereof, the prevailing Party shall be entitled to reimbursement by the other Party for reasonable attorneys’ fees, costs and expenses. The Terms and Conditions will be governed by the laws of the State of Kansas.

Section 16

Miscellaneous

Section 16.1. Relationship of the Parties. BOOST and Customer are each acting as independent contractors and nothing contained herein shall be construed to create a partnership, joint venture or agency relationship between BOOST and Customer, and neither Party shall be authorized to bind the other in any way. This Terms and Conditions is between BOOST and Customer, and is not for the benefit of any third party whether directly or indirectly (including, if applicable, any User or Customer Partner accessing the MagiLoop Ecosystem.Relationship of the Parties. BOOST and Customer are each acting as independent contractors and nothing contained herein shall be construed to create a partnership, joint venture or agency relationship between BOOST and Customer, and neither Party shall be authorized to bind the other in any way. This Terms and Conditions is between BOOST and Customer, and is not for the benefit of any third party whether directly or indirectly (including, if applicable, any User or Customer Partner accessing the MagiLoop Ecosystem.

Section 16.2. No Waiver. The failure of either Party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder.No Waiver. The failure of either Party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder.

Section 16.3. Remedies; Waiver. Except as otherwise specifically provided herein, no remedy referred to in the Terms and Conditions is intended to be exclusive. No delay by either Party in exercising any of their respective rights or remedies hereunder shall be deemed to be a waiver of such rights or remedies. No waiver by either Party of any rights under the Terms and Conditions or breach by the other Party hereunder shall in any way be a waiver of any such rights in the future or any future breach. Any waiver of the Terms and Conditions, and any approval or consent hereunder, must be in writing and signed by the Party against whom enforcement is sought or the Party providing such approval or consent.Remedies; Waiver. Except as otherwise specifically provided herein, no remedy referred to in the Terms and Conditions is intended to be exclusive. No delay by either Party in exercising any of their respective rights or remedies hereunder shall be deemed to be a waiver of such rights or remedies. No waiver by either Party of any rights under the Terms and Conditions or breach by the other Party hereunder shall in any way be a waiver of any such rights in the future or any future breach. Any waiver of the Terms and Conditions, and any approval or consent hereunder, must be in writing and signed by the Party against whom enforcement is sought or the Party providing such approval or consent.

Section 16.4. Assignment. Customer shall not have the right to assign or otherwise transfer its rights and obligations under the Terms and Conditions except with BOOST’s prior written consent.Assignment. Customer shall not have the right to assign or otherwise transfer its rights and obligations under the Terms and Conditions except with BOOST’s prior written consent.

Section 16.5. Invalidity. If any provision of the Terms and Conditions is held to be invalid or unenforceable for any reason, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the Parties and, in any event, the remaining provisions of the Terms and Conditions shall remain in full force and effect and shall be binding upon the Parties hereto.Invalidity. If any provision of the Terms and Conditions is held to be invalid or unenforceable for any reason, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the Parties and, in any event, the remaining provisions of the Terms and Conditions shall remain in full force and effect and shall be binding upon the Parties hereto.

Section 16.6. Headings. The headings set forth in the Terms and Conditions are solely for reference and have no legal effect whatsoever and shall not in any way affect the interpretation or construction of the Terms and Conditions.Headings. The headings set forth in the Terms and Conditions are solely for reference and have no legal effect whatsoever and shall not in any way affect the interpretation or construction of the Terms and Conditions.

Section 16.7. Force Majeure. Except for the payment of monies when due, neither Party shall be liable for delay or damages due to any cause beyond its control, including, acts of God, acts of civil or military authority, labor disputes, failure or delay of suppliers or systems, including communications and power systems, DDOS attacks, fire, sabotage, war, embargo or acts or omissions of the other Party caused by any of such events (“Force Majeure”).Force Majeure. Except for the payment of monies when due, neither Party shall be liable for delay or damages due to any cause beyond its control, including, acts of God, acts of civil or military authority, labor disputes, failure or delay of suppliers or systems, including communications and power systems, DDOS attacks, fire, sabotage, war, embargo or acts or omissions of the other Party caused by any of such events (“Force Majeure”).

Section 16.8. No solicitation. BOOST and Customer each agree not to solicit the employees of the other during the term of the Terms and Conditions and any extensions thereof, and for a period of one year after termination of the Terms and Conditions.No solicitation. BOOST and Customer each agree not to solicit the employees of the other during the term of the Terms and Conditions and any extensions thereof, and for a period of one year after termination of the Terms and Conditions.

Section 16.9. Non-Competition. Customer understands and agrees that during the term of the Terms and Conditions, and for one (1) year after the last date of Customer using the MagiLoop Ecosystem or any service made available by BOOST, Customer will not create, develop, sell, offer or distribute a Competing Service. A “Competing Service” is defined as software as a service that provides a data distribution software system with analytics for tracking affiliate and/or customer activity. Customer understands and agrees that violation of this clause will be grounds for immediate termination of the Terms and Conditions without liability on the part of BOOST. BOOST reserves the right to pursue equitable relief to stop any actual or threatened violation of this Section 16.9, as well as any other permitted under the law.Non-Competition. Customer understands and agrees that during the term of the Terms and Conditions, and for one (1) year after the last date of Customer using the MagiLoop Ecosystem or any service made available by BOOST, Customer will not create, develop, sell, offer or distribute a Competing Service. A “Competing Service” is defined as software as a service that provides a data distribution software system with analytics for tracking affiliate and/or customer activity. Customer understands and agrees that violation of this clause will be grounds for immediate termination of the Terms and Conditions without liability on the part of BOOST. BOOST reserves the right to pursue equitable relief to stop any actual or threatened violation of this Section 16.9, as well as any other permitted under the law.

Section 16.10. Notices. All notices, statements and reports required or permitted by the Terms and Conditions shall be in writing, addressed as set forth in the Order and deemed to have been effectively given and received: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; or (ii) when delivered if delivered personally or sent by express courier service to the address set in the Order. Either Party may change its address for the purpose of this paragraph by notice given pursuant to this paragraph.Notices. All notices, statements and reports required or permitted by the Terms and Conditions shall be in writing, addressed as set forth in the Order and deemed to have been effectively given and received: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; or (ii) when delivered if delivered personally or sent by express courier service to the address set in the Order. Either Party may change its address for the purpose of this paragraph by notice given pursuant to this paragraph.

Section 16.11. Entire Terms and Conditions. These Terms and Conditions and all Order(s) and any exhibits, or schedules referred to therein represent the complete and exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms and Conditions. Except as otherwise provided herein, the Terms and Conditions may only be revised in a writing signed by BOOST, or published by BOOST through the Site or the MagiLoop Ecosystem.Entire Terms and Conditions. These Terms and Conditions and all Order(s) and any exhibits, or schedules referred to therein represent the complete and exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms and Conditions. Except as otherwise provided herein, the Terms and Conditions may only be revised in a writing signed by BOOST, or published by BOOST through the Site or the MagiLoop Ecosystem.