BOGEGROUP SERVICE AGREEMENTGENERAL TERMS AND CONDITIONSTHE SERVICE AGREEMENT (THE “AGREEMENT”) BY AND BETWEEN THE ENTITY OR PERSON NAMED AS THE “SERVICE CLIENT” IN THE AGREEMENT AND BOGEGROUP, LLC, A NEVADA LIMITED LIABILITY COMPANY, TOGETHER WITH ITS AFFILIATED ENTITIES (COLLECTIVELY, “BOGEGROUP” OR “COMPANY”), (WHICH AGREEMENT IS INCORPORATED INTO AND MADE A PART OF THESE TERMS AND CONDITIONS) IS SUBJECT TO THE FOLLOWING GENERAL TERMS AND CONDITIONS (“TERMS AND CONDITIONS”).  THESE TERMS AND CONDITIONS TAKE ABSOLUTE PRECEDENCE AND PREVALENCE OVER ANY TERMS AND CONDITIONS OF THE SERVICE CLIENT.  EXECUTION OF THE AGREEMENT BY SERVICE CLIENT AND/OR ANY ACCEPTANCE BY SERVICE CLIENT OF SERVICES SHALL CONSTITUTE ASSENT BY THE SERVICE CLIENT TO THESE TERMS AND CONDITIONS. SERVICE CLIENT ACKNOWLEDGES THAT SERVICE CLIENT HAS READ AND UNDERSTANDS THESE TERMS AND CONDITIONS AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS.  IN THE EVENT OF ANY INCONSISTENCIES BETWEEN THE AGREEMENT (OR ANY DOCUMENT ANCILLARY TO THE AGREEMENT) AND THESE TERMS AND CONDITIONS, THESE TERMS AND CONDITIONS SHALL CONTROL.  BOGEGROUP AND SERVICE CLIENT EXPRESSLY AGREE THAT BOGEGROUP MAY MODIFY THESE TERMS AND CONDITIONS FROM TIME TO TIME, AND SUCH MODIFICATIONS SHALL BE BINDING UPON THE SERVICE CLIENT AS OF THE DATE OF SUCH MODIFICATIONS.1.0     DEFINITIONS. Capitalized terms not otherwise defined in these Terms and Conditions shall have the meanings ascribed to them in the Agreement.1.1.          Affiliate:  Affiliate means, with respect to either BOGEGROUP or Service Client, any other entity which controls, is controlled by, or is under common control with BOGEGROUP or Service Client. The term “control” means the power, directly or indirectly, to direct or cause the direction of BOGEGROUP’s or Service Client’s management and/or policies, whether through the ownership of voting securities, by contract, or otherwise.1.2.          BOGEGROUP: BOGEGROUP, LLC, a Nevada limited liability company, together with its Affiliates.1.3.          Confidential Information: Confidential Information means information that is of value to its owner and is treated as confidential, including, but not limited to, Trade Secrets, know how, inventions, ideas, discoveries, developments, processes, formulas, diagrams, drawings, designs, software, applications, source and object codes, data, programs, improvements, techniques, product data and specifications, test results, and other technical information, the owner’s products and services and the products and services of its customers and prospective customers; (iii) information concerning the owner’s business and/or the business of its customers and prospective customers, including plans for research, development, and new products, cost information, profits, sales information, accounting and financial information, business plans, markets and marketing methods, advertising strategies, customer lists and customer information, purchasing techniques, supplier lists and supplier information; and (iv) information concerning the owner’s employees, including their compensation and skills.1.4.          Derivative: Derivative means (a) any computer program, work, product, service, improvement, modification, alteration, Enhancement, new version, translation, adaptation, design, concept, interface element, materials and Documentation, in any medium, format or form whatsoever, that is derived in any manner, directly or indirectly, from any Services or any part or aspect thereof; (b) all “derivative works” of any Services as understood under the copyright laws of the United States; and (c) all materials and Documentation related to any of the foregoing.1.5.          Documentation: Documentation means the operating, training and reference manuals relating to the use of any Services and any other materials or documents and any Enhancements or modifications thereto, supplied by BOGEGROUP to Service Client pursuant to this Agreement.1.6.          Enhancement: Enhancement means any change or addition to any Services that, when made, adds new function or improves such Services’ utility, efficiency, functional capability or application.1.7.          Intellectual Property: Intellectual Property means any and all intellectual property rights and other similar proprietary rights in any jurisdiction, whether registered or unregistered, including all rights and interests pertaining to or deriving from: (a) all patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (b) all inventions (whether patentable or not), invention disclosures, improvements, proprietary information, know-how, ideas, technology, technical data and all Documentation relating to any of the foregoing; (c) software, including data files, source code, object code, software-related specifications and Documentation, and any improvements, modifications, and substitutions thereof; (d) copyrights, works of authorship and other copyrightable works, whether registered or unregistered, and whether or not published; (e) Confidential Information, Trade Secrets and other proprietary or confidential processes, formulas, methodologies and technology; (f) trademarks, trade names, service marks, certification marks, corporate names, service names, brands, trade dress and logos and the goodwill associated therewith; (g) domain name registrations and internet addresses; (h) all moral and economic rights of authors and inventors, however denominated; and (i) any similar or equivalent rights to any of the foregoing.1.8.          Open Source Materials: Open Source Materials means certain open source code and/or software provided by certain public licenses and which is dedicated to the public domain and may be copied, modified, used, compiled, sold, or otherwise distributed in source code form or otherwise by third parties and is not exclusive to BOGEGROUP.  1.9.          Owner: Owner refers to the party disclosing Proprietary Information hereunder, whether such party is BOGEGROUP or Service Client and whether such disclosure is directly from Owner or through Owner’s employees, independent contractors, subcontractors, or agents.1.10.       Proprietary Information: Proprietary Information means Trade Secrets, Intellectual Property, Confidential Information and Trademarks.1.11.       Recipient: Recipient refers to the party receiving any Proprietary Information hereunder, whether such party is BOGEGROUP or Service Client and whether such disclosure is received directly or through Recipient’s employees or agents. 1.12.       Service Client:  The person, firm, corporation or other entity named as Service Client in the Agreement, together, jointly and severally, with its Affiliates.  1.13.       Service or Services:  Services, as set forth in the Agreement, means the services and/or deliverables offered and provided to Service Client by BOGEGROUP.1.14.       Trademarks: Trademarks means the trademarks and trade names which are proprietary to BOGEGROUP or Service Client, as the case may be.1.15.       Trade Secrets: Trade Secrets” means information, including the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, pattern, compilation, program, device, method, technique, or improvement, or any business information or plans, financial information, or listing of names, addresses, or telephone numbers, that satisfies both of the following:1.15.1.     It derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and1.15.2.     It is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. 1.0     SERVICES AND LIMITATIONS ON SERVICE1.1.          Provision and Availability of Services:  BOGEGROUP shall provide Service Client with the Services for the prices or fees set forth in the Agreement.  Service Client shall be responsible for all shipping costs, sales and use taxes, customs, duties, and tariffs associated with the Services.  Delivery dates are approximate.  BOGEGROUP will not be liable for any delay in performance of the Agreement or delivery of the Services, or for any damages suffered by Service Client by reason of delay.  Delay in delivery shall not constitute nor justify Service Client’s cancellation of the Agreement nor shall it affect or alter any other portion or section of these Terms and Conditions.  In the event a delay is caused by Service Client’s failure to furnish necessary information to BOGEGROUP, BOGEGROUP may extend the date of delivery of Services for a reasonable time in proportion to the period of Service Client’s delay.  Service Client further agrees that the Services will not be exported, directly or indirectly, to any country in violation of any laws, including the U.S. Export Administration Act. Furthermore, the foregoing right is hereby granted to the Service Client only to the extent such Service Client’s indirect or direct use of the Services does not violate these Terms and Conditions. Upon such violation, the foregoing right of access and use shall terminate immediately and without the need for any action on the part of BOGEGROUP.  The Service Client shall not modify copy, reverse engineer, decompile, create derivative works, distribute, republish, commercially exploit, or upload any of the Services and/or the material on the Services without prior, written consent from BOGEGROUP. No Intellectual Property or other rights in and to the Services — other than the limited right to use set forth above — are transferred to the Service Client.  BOGEGROUP expressly reserves the right, at any time, to change or discontinue any content or feature of the Services or any services or goods made available through the Services without notice; charge fees in connection with the use of the Services; modify and/or waive any fees charged in connection with the Services; and/or offer opportunities to some or all Service Clients. The Service Client expressly agrees that BOGEGROUP shall not be liable for any such modification, suspension or discontinuance of the Services or of any service, content, feature or goods offered through the Services. 1.2.          BOGEGROUP’ Right to Suspend or Discontinue Services without Notice to Service Client1.2.1.      Degradation:  BOGEGROUP may suspend or discontinue furnishing Services if the Service Client uses or misuses Services in a manner that results, or could result, in degradations that adversely affect the Services furnished to Service Client or to other existing or prospective Service Clients of BOGEGROUP.1.2.2.      Violation of Terms and Conditions or Agreement or Law:  BOGEGROUP may suspend or discontinue the furnishing of Services if Service Client uses, or threatens to use, Services for any unlawful purpose or otherwise violates the terms of the Agreement or these Terms and Conditions.1.2.3.      Unlawful or Unauthorized Use:  BOGEGROUP may suspend or discontinue the furnishing of Services when it deems it necessary to take such action to prevent the unlawful or unauthorized use of Services.1.2.4.      Nonpayment for Services:  BOGEGROUP may suspend or discontinue the furnishing of Services if the Service Client fails or refuses to pay for Services in accordance with its obligations under the Agreement or any other agreement between BOGEGROUP and the Service Client.2.0     WARRANTIES AND STANDARDS FOR SERVICES2.1.          DISCLAIMER OF WARRANTIES: THE SERVICES AND ANY AND ALL RELATED DOCUMENTATION, MATERIALS, SOFTWARE, APPLICATIONS, PLATFORMS, AND/OR SERVER AND NETWORK COMPONENTS (TO THE EXTENT APPLICABLE), ARE PROVIDED TO THE SERVICE CLIENT ON AN “AS-IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND BOGEGROUP (ON BEHALF OF ITSELF AND ITS AFFILIATES) EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  SERVICE CLIENT ACKNOWLEDGES THAT BOGEGROUP DOES NOT WARRANT THAT ACCESS TO THE INTERNET, ANY SOFTWARE, APPLICATIONS, PLATFORMS, AND/OR SERVER AND NETWORK COMPONENTS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE. THE FOREGOING IS AN ESSENTIAL PART OF THE AGREEMENT AND THESE TERMS AND CONDITIONS AND FORMS THE BASIS FOR DETERMINING THE PRICES SET FORTH IN THE AGREEMENT.  CLIENT UNDERSTANDS BOGEGROUP IS ABLE TO PROVIDE THE SERVICES AT THE PRICES SET FORTH IN THE AGREEMENT BECAUSE BOGEGROUP HAS DISCLAIMED ALL WARRANTIES AND BOGEGROUP’S LIABILITY IS LIMITED HEREUNDER AND THEREUNDER.  BOGEGROUP CANNOT AND DOES NOT REPRESENT OR GUARANTEE THAT ANY OF THE INFORMATION AVAILABLE THROUGH THE SERVICES IS ACCURATE, RELIABLE, CURRENT, COMPLETE, VALID, STABLE OR APPROPRIATE FOR ANY SERVICE CLIENT’S NEEDS. SERVICE CLIENT EXPRESSLY ACCEPTS RESPONSIBILITY AND ASSUMES ALL LIABILITY FOR ALL ACTIVITIES AND CONTENTS GENERATED BY SERVICE CLIENT VIA THE SERVICES. THE SERVICES, USE THEREOF, AND/OR ANY COMMUNICATION BY BOGEGROUP TO SERVICE CLIENT SHALL NOT BE CONSTRUED UNDER ANY CIRCUMSTANCES AS LEGAL, TAX, ACCOUNTING, OR FINANCIAL ADVICE. ANY USE OF OR ACCESS TO THE SERVICES SHALL NOT BE CONSTRUED AS THE FACILITATION OF ANY SALE OR EXCHANGE OF SECURITIES AS AN EXCHANGE.2.2.          LIMITATIONS ON LIABILITY:  BOGEGROUP SHALL NOT BE LIABLE TO SERVICE CLIENT OR ANY OTHER PERSON OR ENTITY, DIRECTLY OR INDIRECTLY, FOR ANY CLAIMS, DEMANDS, SUITS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ FEES), LOSSES, JUDGMENTS, DAMAGES, LIABILITIES OR OBLIGATIONS, OF ANY KIND OR NATURE, ARISING IN ANY MANNER FROM OR IN CONNECTION WITH THE AGREEMENT, THESE TERMS AND CONDITIONS, THE SERVICES, AND/OR THE SERVICE CLIENT’S USE OR INABILITY TO USE THE SERVICES.  BOGEGROUP SHALL NOT BE LIABLE FOR AND DISCLAIMS ANY AND ALL LOST PROFITS AND ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, WHETHER ARISING OUT OF THE SERVICES OR THE PERFORMANCE BY BOGEGROUP UNDER THE AGREEMENT AND/OR THESE TERMS AND CONDITIONS.  BOGEGROUP SHALL NOT BE LIABLE FOR ANY DOWNTIME, INABILITY TO ACCESS THE INTERNET, ANY SOFTWARE, APPLICATIONS, PLATFORMS, AND/OR SERVER AND NETWORK COMPONENTS.  IN THE EVENT OF TERMINATION FOR ANY REASON, BOGEGROUP SHALL NOT BE LIABLE TO SERVICE CLIENT FOR COMPENSATION, INDEMNIFICATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF ANY LOSS OF PROSPECTIVE PROFITS OR ANTICIPATED SALES OR ON ACCOUNT OF EXPENDITURES, INVESTMENTS, LEASES, LICENSES OR COMMITMENTS MADE IN CONNECTION WITH THE AGREEMENT OR THE ANTICIPATION OF EXTENDED PERFORMANCE THEREUNDER.  NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT A COURT OF COMPETENT JURISDICTION DETERMINES BOGEGROUP IS IN BREACH OF ANY PROVISION OF THE AGREEMENT OR THESE TERMS AND CONDITIONS OR IS LIABLE TO SERVICE CLIENT, DIRECTLY OR INDIRECTLY, IN ANY OTHER WAY UNDER THE AGREEMENT, THESE TERMS AND CONDITIONS, OR PURSUANT TO ANY OTHER CAUSE OF ACTION, THE MAXIMUM AGGREGATE LIABILITY AND AMOUNT OF RECOVERABLE DAMAGES SHALL BE LIMITED TO ONE THOUSAND DOLLARS ($1,000.00).  BOGEGROUP DOES NOT HAVE, AND EXPRESSLY DISCLAIMS, ANY DUTY TO VERIFY THIRD PARTY INFORMATION PROVIDED BY BOGEGROUP TO SERVICE CLIENT AND SERVICE CLIENT HEREBY ACKNOWLEDGES AND AGREES THAT ANY RELIANCE BY SERVICE CLIENT ON ANY CONSULTATION INCLUDED IN OR WITH BOGEGROUP’S SERVICES, WHICH MAY OR MAY NOT INCLUDE THIRD PARTY INFORMATION, SHALL BE AT SERVICE CLIENT’S SOLE RISK AND LIABILITY.2.3.          Third-Party Service Providers and Third-Party Services. BOGEGROUP does not endorse, warrant, or guarantee any third-party service provider (“Third-Party Service Provider”) or any products or services offered by a Third-Party Service Provider (collectively, the “Third-Party Service” or “Third Party Services”). BOGEGROUP recognizes that Service Client may engage with Third-Party Service Providers in relation to Service Client’s use or operation of the Services. BOGEGROUP is not responsible for, nor does BOGEGROUP possess any control over, such Third-Party Service Providers or any Third-Party Service. Service Client is solely responsible for any and all transactions Service Client elects to make with any Third-Party Service Provider in relation to the Services and Service Client understands and agrees that BOGEGROUP is not a party to any such transaction. Service Client hereby forever releases BOGEGROUP of any and all liability and/or claims relating to a Third-Party Service Provider or the use of any Third-Party Service. BOGEGROUP MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD-PARTY SERVICE PROVIDER OR ANY THIRD-PARTY SERVICE. BOGEGROUP CANNOT AND DOES NOT ATTEST THE ACCURACY OR LEGALITY OF ANY INFORMATION OR ADVICE PROVIDED TO SERVICE CLIENT BY ANY THIRD-PARTY SERVICE PROVIDER.2.4.          Force Majeure Events:  In no event shall Service Client have any claim or right against BOGEGROUP for any failure of performance due to causes beyond BOGEGROUP’ control, including, but not limited to: acts of God, fire, explosion, vandalism, cable cut, storm, flood or other similar occurrences; any law, order, regulation, direction, action or request of the United States Government, or of any other government, including state and local governments having or claiming jurisdiction over BOGEGROUP or of any department, agency, commission, bureau, corporation, or other instrumentality of any federal, state, or local government, or of any civil or military authority; national emergencies; unavailability of materials or rights-of-way; insurrections; acts of terrorism; pandemics; epidemics; riots; wars; strikes; lock-outs, work stoppages or other labor difficulties; or supplier failures, shortages, breaches, or delays.2.5.          Service Client’s Failure to Fulfill Obligations:  BOGEGROUP shall not be liable to Service Client or to any third party for Service Client’s failure to fulfill its obligations under the Agreement and/or these Terms and Conditions, including, without limitation:2.5.1.              Obtaining, installing and maintaining all necessary equipment, materials, and supplies for connecting Service Client and its equipment or systems to Services;2.5.2.              Ensuring that Service Client and its equipment or systems interface properly with Services; and that the Services delivered to Service Client are fully compliant with industry standards.2.6.          Misuse of Service:  BOGEGROUP shall neither provide credit allowances nor otherwise be liable for the use, misuse or abuse of Services by Service Client, its agents, employees or any third parties including, without limitation, members of the public. 2.7.          Billing Errors:  BOGEGROUP’s obligation with respect to any errors resulting in Service Client overpayments for Services is limited to granting invoice credits equal to the dollar amounts erroneously billed. Under no circumstance will any billing error affect the Service Client’s obligation to pay for Services rendered and used.2.8.          Service Client Acknowledgements, Representations, and Warranties: Service Client acknowledges, understands and agrees that BOGEGROUP will provide the Services “AS IS” without any warranty or guaranty, express or implied.  Service Client further acknowledges, understands and agrees that Service Client has accessed or received (and had an opportunity to review) (i) BOGEGROUP’s Privacy Policy (set forth at https://bogegroup.com/privacy-policy/ ).  Service Client represents and warrants, by entering into the Agreement and accepting the Services from BOGEGROUP, that: (i) If Service Client is an entity, Service Client is a legal entity duly organized and existing, and is in good standing, under the laws of jurisdiction of its organization; (ii) Service Client’s execution, delivery, and performance of the Agreement has been duly authorized by all appropriate corporate action on the part of Service Client, and the Agreement, together with these Terms and Conditions, constitutes a valid and binding obligation of Service Client enforceable against it in accordance with its terms and these Terms and Conditions; (iii) there is no outstanding or threatened order, writ, injunction, or decree of any court, governmental agency, or arbitration tribunal against Service Client that affects, involves, or relates to its performance under the Agreement and these Terms and Conditions; (iv) Service Client is not insolvent, as that term is defined in Ohio Revised Code § 1302(B)(23) of the Uniform Commercial Code and, in the event that Service Client becomes insolvent at any time during the Term, it will promptly notify BOGEGROUP in writing; (v) Service Client will use the Services solely as authorized in the Agreement or these Terms and Conditions and in accordance with all applicable laws, including, without limitation, all laws relating to communications, intellectual property, and data privacy; (vi) Service Client has read, understands, and agrees to be subject to and comply with any and all applicable third party terms and conditions, including, without limitation, end user license agreements, privacy policies, and terms of use; (vii) Service Client remains solely responsible for all content created by Service Client and any acts or omissions by Service Client; and (viii) the Services may include features that operate in conjunction with certain third-party software, Open Source Materials, hardware, applications, and/or websites (“Third Party Features”); while the use of Services is governed by these Terms and Conditions, Service Client’s access and use of Third-Party Features is governed by their respective terms of service and other agreements; BOGEGROUP shall not be responsible for and is hereby released from any responsibility and/or liability related to determining whether Service Client’s use of Services would cause Service Client to violate or breach the Third-Party Features’ terms of service and/or other agreements; Service Client further understands and acknowledges that Service Client’s use of Services may cause Service Client to violate or breach the Third-Party Features’ terms of service and other agreements which could result in the termination of Service Client’s account and/or ability to access Third Party Features and, in some cases, could give rise to liability for damages.  Service Client understands that, to the extent applicable, all or a portion of any third-party content aggregated by the Services may be copyrighted or subject to other intellectual property protections. Service Client further acknowledges, understands and agrees that, in the event Service Client is dissatisfied with the Services for any reason, then the Service Client shall provide detailed written notice of same to BOGEGROUP, and BOGEGROUP shall use reasonable efforts to cure such dissatisfaction, to the extent reasonably possible, such cure being the Service Client’s sole remedy for such issue.   Service Client shall not “chargeback” or dispute the charge with their financial institution to resolve the issue.   In the event Service Client fails to comply with the foregoing, (i) Service Client shall indemnify BOGEGROUP for any and all losses, damages, or expenses of whatever form or nature, including reasonable attorneys’ fees and other costs of legal defense, whether direct or indirect, that they, or any of them, may sustain or incur as a result of such failure; and (ii) BOGEGROUP shall be entitled to enforce its rights at law and/or equity, including, without limitation, collection efforts as set forth in Section 5 hereof .3.0     INDEMNIFICATION3.1.          Indemnification:  The Service Client shall indemnify, defend and hold harmless BOGEGROUP and its affiliates, partners, owners, managers, directors, officers, employees, representatives, and their successors in interest and assigns (collectively, the “Indemnified Parties”) from and against any and all losses, damages, or expenses of whatever form or nature, including reasonable attorneys’ fees and other costs of legal defense, whether direct or indirect, that they, or any of them, may sustain or incur as a result of (i) any act or omission of the Service Client; (ii) a breach by Service Client of any representation, warranty, and/or agreement with any Indemnified Party; (iii) failure by Service Client to pay any and all applicable taxes, customs, duties, tariffs, and the like arising from the transactions set forth in these Terms and Conditions and/or the Agreement; (iv) any and all corrupt data, viruses, malware, or security breaches directly or indirectly introduced by the Service Client or resulting from the Service Client’s failure to take commercially reasonable measures to prevent the same; (v) a violation by Service Client (any of its officers, directors, employees or agents) of any applicable law, regulation, or order of the United States or any other applicable government or quasi-governmental authority; and/or (vi) any claim that Service Client property or any portion thereof infringes or misappropriates any third party patents, copyrights, trademark, and/or intellectual property or other proprietary rights. The indemnification obligations under this Section shall continue indefinitely. 3.2.          PII Indemnification:  Without limiting BOGEGROUP’s rights or Service Client’s obligations under any other provision of the Agreement or these Terms and Conditions, and notwithstanding the same, in the event of a breach by Service Client of the Agreement or these Terms and Conditions that results in the theft, loss, or unauthorized disclosure, acquisition, access to or misuse of BOGEGROUP’ Proprietary Information, including, without limitation, Proprietary Information consisting of PII (as defined hereinbelow), regardless of whether such PII is owned by BOGEGROUP or not, Service Client shall indemnify and hold BOGEGROUP harmless from direct damages in connection with any such breach, which will include, without limitation: (i) the reasonable costs and expenses of investigation and analysis (including by law firms and forensic firms retained by BOGEGROUP, to the extent Service Client does not share its investigation and analysis work product, or such work product is not reasonably acceptable to BOGEGROUP), (ii) reasonable costs of correction or restoration of any destroyed, lost or altered data or assets, notification to affected consumers (including by mail house firms), and (iii) costs of credit monitoring and other reasonably required remediation services. Service Client shall reimburse BOGEGROUP for any losses incurred by BOGEGROUP in enforcing Service Client’s obligations under the privacy and/or confidentiality provisions of this Agreement, including Service Client’s destruction obligations, as well as any provisions relating to access, use or handling of BOGEGROUP’ Proprietary Information.  The indemnification obligations under this Section shall continue indefinitely. 3.3.          Procedure:  If a third party makes a claim against an Indemnified Party, the Indemnified Party will promptly notify the Service Client in writing no later than sixty (60) days after receipt of such notification of a potential claim.  The Service Client may assume sole control of the defense of such claim and all related settlement negotiations.  The Indemnified Party will provide, at no additional cost to the Indemnified Party, the assistance, information and authority necessary to assist the Service Client in its obligations. Service Client may not settle any such matter without the prior written consent of the Indemnified Party as to any settlement that imposes an obligation on, or requires any admission by, the Indemnified Party. Failure of the Indemnified Party to promptly notify the Service Client will not relieve the Service Client of its obligations except to the limited extent such delay materially prejudices the Service Client. 4.0     SERVICE CLIENT OBLIGATIONS4.1.          Commencement of Relationship and Provision of Services:  The execution of an Agreement by Service Client and acceptance thereof by BOGEGROUP establishes the respective rights and obligations of the parties. If there is no executed Agreement but Service Client nevertheless uses Services, Service Client is deemed to have consented to all terms of the Agreement, including these Terms and Conditions and any documents incorporated therein by reference. To the extent necessary, Service Client shall allow BOGEGROUP, its agents, and/or contractors reasonable access to Service Client’s premises to facilitate provision of Services, maintenance, testing, repair and termination of Services, including the retrieval of BOGEGROUP property used to provide Services.4.2.          Conditional Use of Services:  Without the prior written consent of BOGEGROUP, Service Client may not: (a) use any service mark or Trademark of BOGEGROUP or its Affiliates, including those licensed to BOGEGROUP or its Affiliates, or (b) refer to BOGEGROUP or any of its Affiliates in connection with any service or product, promotional offering, or publication of the Service Client.  4.3.          Notice of Claims and Problems:  Service Client shall immediately notify BOGEGROUP in writing upon its receipt of any information that might adversely affect BOGEGROUP, including, but not limited to, notices of any claims or proceedings that involve Service, and Service Client promptly shall notify BOGEGROUP of any problem relating to Services or Service performance and reasonably cooperate with BOGEGROUP in repairing the problem with the Services.4.4.          Additional Services:  Service Client may request additional Service(s) from BOGEGROUP, which BOGEGROUP, in its sole discretion, may agree to provide pursuant to a separate instrument, a rider or addendum to the Agreement, or an amended and restated Agreement.4.5.          Confidentiality:  Owner may provide to the Recipient from time to time or the Recipient may have access to Owner’s Proprietary Information.  Except as expressly permitted herein, Recipient shall not disclose any Proprietary Information to any third party or use any of the Proprietary Information for any purpose, except as is necessary to perform its obligations or exercise its rights as set forth herein or in the Agreement.  Proprietary Information shall not include any information that:  (i) corresponds in substance to information developed by Recipient without reference to the Proprietary Information or can be demonstrated by Recipient to be in the Recipient’s possession prior to receipt of the same from Owner; (ii) now is or hereafter becomes publicly known through no fault of the Recipient; or (iii) otherwise lawfully becomes available to the Recipient from a third party not known by the Recipient to be under an obligation of confidentiality to Owner.  Upon termination of the Agreement, all Proprietary Information and other information shall be returned or destroyed promptly upon request, no copies thereof shall be retained by Recipient, and Recipient shall not thereafter utilize such information in any respect or for any purpose whatsoever.  4.6.          PII: Personally Identifiable Information (PII) is defined and set forth in Section 509(4) of the Gramm-Leach-Bliley Financial Services Act, and all of the rules and regulations implemented thereunder (“PII”).  In addition to and not in limitation of the obligations of Service Client set forth in the Agreement and these Terms and Conditions, Service Client acknowledges that its business relationship with BOGEGROUP may allow Service Client access to PII, which is extremely sensitive and confidential.  Service Client shall take precautionary measures to protect the security and dissemination of PII as required by law.  Service Client shall report to BOGEGROUP’ authorized representative in writing, immediately upon Service Client’s discovery of any use or disclosure of BOGEGROUP’ Proprietary Information that is not permitted by these Terms and Conditions or the Agreement, including, without limitation, those involving agents and subcontractors. Thereafter, Service Client, at Service Client’s sole cost and expense, shall permit and assist BOGEGROUP (a) to investigate, and (b) mitigate any harmful effects of such unauthorized use or disclosure.  Service Client shall be responsible for all costs associated with the notification and mitigation of a data breach that has occurred because of the negligence of Service Client.4.7.          Intellectual Property: 4.7.1.The Services, any Documentation, Enhancements, or Derivatives thereof, and all Intellectual Property and Proprietary Information relating to the foregoing (collectively, “BOGEGROUP IP”) are and shall remain the sole and exclusive property of BOGEGROUP.  Service Client shall have no rights to the BOGEGROUP IP, except as expressly granted in this Agreement. Service Client shall not at any time during the Term and any time thereafter do or permit to be done any act or thing which impairs or may impair the rights of BOGEGROUP with respect to BOGEGROUP IP. Service Client will never represent that it has any ownership in any BOGEGROUP IP.  Service Client expressly agrees that all of the use and goodwill of BOGEGROUP IP shall inure to the sole benefit of BOGEGROUP.  4.7.2.Service Client shall not permit the reverse engineering, disassembly, reassembly, decompiling, recompiling, duplication, decompilation, recompilation, enhancement or modification of (i) the BOGEGROUP IP; (ii) Open Source Materials; or (iii) permit the BOGEGROUP IP or Open Source Materials to be part of a Derivative without the prior written consent of BOGEGROUP or the third party, as applicable.4.7.3.BOGEGROUP shall not be responsible or liable to Service Client for storage of data or files that cannot be recovered due to corrupt data, fires, mechanical or equipment failure, damage or destruction, virus, malware, security breach, or any other disaster, casualty, or event not in control of BOGEGROUP. Unless otherwise expressly set forth in in writing in the Agreement, Service Client shall be primarily responsible to back-up and store all files and data that Service Client deems important to insure the integrity and security of Service Client’s data.4.7.4.Service Client, without further compensation, does hereby assign to BOGEGROUP, Service Client’s entire right, title and interest in and to the BOGEGROUP IP, and/or any part thereof, if any.  Service Client further agrees, upon BOGEGROUP’s request and for no additional compensation, to execute any and all patent applications, affidavits, assignments and/or other documents reasonably deemed necessary or desirable by BOGEGROUP to acknowledge, confirm, perfect, secure or support the conveyance of title in and to any of the BOGEGROUP IP to BOGEGROUP, or to record the same in any country of the world, or to apply for or secure patent protection in any country of the world, or to claim priority therefor, or to enforce the rights therein in any court or other proceeding, whether during the Term of this Agreement or at any time thereafter, and to testify or otherwise assist and cooperate with BOGEGROUP and its agents and attorneys in connection therewith, at BOGEGROUP’s expense.4.7.5.Service Client shall not execute or file any patent application, copyright application, trademark application, or any claim to any right in or to the BOGEGROUP IP or any portion thereof.4.7.6.Service Client agrees that Service Client shall not (a) copy or otherwise reproduce, nor permit any third party to copy or otherwise reproduce, any of the BOGEGROUP IP; (b) grant sub-licenses, leases or other rights in or to the BOGEGROUP IP; (c) make any other use of the BOGEGROUP IP except as expressly authorized by BOGEGROUP in writing; or (d) modify, decompile, reverse engineer, or disassemble the BOGEGROUP IP.  4.7.7.Service Client acknowledges and agrees that, except for Service Client’s license described in this Agreement, Service Client has no right, title or interest in the BOGEGROUP IP in any form, or in any copies thereof, including all worldwide copyrights, trade secrets, patent rights and any other proprietary information and confidential information rights therein.   4.8.          Non-Solicitation:  Service Client agrees, during the Term of the Agreement and for a period of two (2) years after expiration or termination of the Agreement for any reason whatsoever, that it shall not, directly or indirectly, without the prior written consent of BOGEGROUP, solicit, hire, engage, or enter into a contract with any employee, contractor, subcontractor, consultant, agent, or representative of BOGEGROUP and/or BOGEGROUP’s contractor, consultant, employees, agents, and/or subcontractor.  Service Client further agrees, during the Term of the Agreement and for a period of two (2) years after expiration or termination of the Agreement for any reason whatsoever, that it shall not, directly or indirectly, induce, or attempt to induce, or otherwise counsel, discuss, advise, or encourage any employee, contractor, subcontractor, consultant, agent or representative of BOGEGROUP and/or BOGEGROUP’s contractor, consultant, employees, agents, and/or subcontractor to leave the employ of BOGEGROUP and/or BOGEGROUP’s contractor, consultant, agent, and/or subcontractor or otherwise terminate such person’s relationship with BOGEGROUP and/or BOGEGROUP’s contractor, consultant, agent, and/or subcontractor. Notwithstanding the foregoing, this non-solicitation provision will not prohibit either party from entering into an employment, consulting, or similar arrangement with any individual who responds to a general advertisement for employment, consulting, or other similar type of service.4.9.          Injunctive Relief:  The parties hereby acknowledge and agree that the extent of damages in the event of a breach of the restrictive covenants contained in these Terms and Conditions may be difficult or impossible to ascertain and that there may be no adequate remedy at law in the event of any such breach. Consequently, in the event of such breach, the non-breaching party shall be entitled, in addition to any other remedies it may have at law, to seek an injunction or other equitable relief to enforce any or all of the covenants contained in these Terms and Conditions. The breaching party expressly waives (i) the defense that a remedy in damages will be adequate and (ii) any requirement in an action for specific performance or injunction for the posting of a bond.4.10.       Reservation of Remedies:  The rights, powers and remedies that may be given or reserved to the parties by these Terms and Conditions and the Agreement shall be cumulative and in addition to all other and further remedies provided by law.  These Terms and Conditions and the Agreement shall not be construed to deprive the parties of any other rights, powers and other remedies otherwise given by law or at equity.  No delay or failure by BOGEGROUP in exercising any right or remedy and no partial or single exercise of such right or remedy shall constitute a waiver by BOGEGROUP of such right or any other rights in these Terms and Conditions and/or the Agreement.  No consent by BOGEGROUP to a breach of any express or implied term of these Terms and Conditions and/or the Agreement shall constitute a consent to any prior or subsequent breach of the same or any other term.5.0     BILLING AND PAYMENT ARRANGEMENTS5.1.          Service Client Responsibility for Payment:  BOGEGROUP shall invoice Service Client for Services and all shipping costs, sales, use, customs, duties, and tariffs associated with the Services (each, an “Invoice”). Unless otherwise set forth in the Agreement, Service Client agrees to pay each Invoice within fifteen (15) calendar days following the date of each Invoice in U.S. Dollars by wire transfer or immediately available funds to an account designated in writing by BOGEGROUP. BOGEGROUP’ obligation with respect to any errors resulting in Service Client overpayments for Services is limited to granting Invoice credits equal to the dollar amounts erroneously billed. Under no circumstance will any billing error affect the Service Client’s obligation to pay for Services. 5.2.          Taxes:  Service rates and charges are exclusive of all taxes, fees, tax-related surcharges and tax-like surcharges. Service Client shall promptly pay any and all applicable sales and use taxes, customs, duties, and tariffs on the Services provided by BOGEGROUP to Service Client.5.3.          Late Payment Fee on Past Due Amounts:  Except as expressly provided otherwise, any payment set forth in these Terms and Conditions or the Agreement not paid when it is due shall bear interest at a rate of one and one half percent (1.5%) per month or the maximum monthly rate permitted by law on past­ due balances from the date said payment is overdue until paid in full. 5.4.          Credit Balances on Closed Accounts:  It a Service Client whose account for Service has been closed has a credit balance owing, BOGEGROUP will transfer the credit balance to another account of the Service Client, if there is one, or will mail a check for the credit balance owed to the Service Client if BOGEGROUP believes it has a valid and current address for the Service Client.  If BOGEGROUP is not certain it has a valid and current address for the Service Client, it will include a notice in the final invoice mailed to the Service Client’s last known address according to BOGEGROUP’ records, asking that the Service Client verify the address so BOGEGROUP can mail a check for the credit balance owing, or it will write to the Service Client at that address and request Service Client verification of the address. Verification may be achieved by a Service Client calling a designated telephone number or writing to a specified address. Upon receiving verification, a check for the credit balance owing will be mailed to Service Client.  If the final invoice or the notification letter is returned to BOGEGROUP by the post office as undeliverable, or if no Service Client response is received within thirty (30) days of the mailing of the final invoice or the notification letter, BOGEGROUP may apply a closed account maintenance charge of $5.00 per month beginning in the second monthly billing period following the month in which the account was closed.  This charge will apply until either the Service Client requests a refund in writing or the credit balance owed is exhausted. 5.5.          Recovery of Collection Costs:  Unless otherwise prohibited by law, Service Client shall reimburse BOGEGROUP for any costs incurred by BOGEGROUP in undertaking any collection activity, including, but not limited to, the reimbursement of reasonable attorneys’ fees.6.0     TERMINATION/DEFAULT6.1.          Termination: The Agreement shall commence on the date set forth therein and shall continue for as long as BOGEGROUP performs, renders, delivers, or otherwise provides Services to the Service Client in accordance with the Agreement or unless otherwise set forth in the Agreement (the “Term”).  The Agreement shall not be terminated except (i) by either party in the event of a material breach (excluding non-payment) by the other party (which shall require a thirty (30) day written notice and opportunity to cure before any such termination can be effective), (ii) by written consent of both parties, or (iii) if Service Client fails to pay timely all amounts due under an Invoice for Service or reimbursable expenses issued by BOGEGROUP and Service Client does not cure such breach within five (5) calendar days of the date the same is due; provided however, if Service Client fails to make timely payment of its invoices two (2) or more times, then BOGEGROUP may, at its option, without (x) termination of the Agreement, (y) without being in breach of any of its obligations under these Terms and Conditions or the Agreement, and (z) without waiver of any of its rights or remedies under these Terms and Conditions or the Agreement, stop work and cease providing Services, by giving written notice to Service Client, until all outstanding amounts due to BOGEGROUP hereunder and/or pursuant to the Agreement have been paid in full to BOGEGROUP. Further, the Agreement may be terminated immediately by one party in the event that the other party shall have (i) ceased to do business as a going concern, (ii) made a general assignment for the benefit of creditors or (iii) filed or had filed against it a petition seeking the reorganization, arrangement, composition, adjustment, liquidation or dissolution of such party or seeking similar relief under any other statute, law or regulation, or seeking the appointment of a trustee, receiver, assignee, liquidator or similar officer of the court for a substantial part of its properties; provided, however, that either party shall have a sixty (60) day cure period for any involuntary petitions in bankruptcy. 6.2.          Consequences of Termination.  Termination of the Agreement in accordance with the foregoing provisions will not affect (i) the rights and obligations of the parties with respect to invoices issued by BOGEGROUP prior to the effective date of the termination, (ii) the rights and obligations of the parties with respect to intellectual property rights, confidentiality, indemnification non-competition, non-circumvention, non-solicitation, and governing law of the parties as set forth herein, or (iii) terminate liabilities arising out of conduct prior to the actual date of termination.  Otherwise, all rights and obligations of the parties shall cease to exist upon termination of the Agreement.  In the event any amount due from Service Client to BOGEGROUP remains unpaid upon termination of the Agreement, Service Client irrevocably authorizes BOGEGROUP to sell any and all goods of the Service Client in possession of BOGEGROUP and in all other property of Service Client in BOGEGROUP’ possession anywhere in the world, by any and all methods, manners and media, including, without limitation, by digital marketing and internet sales.  Service Client acknowledges and agrees that BOGEGROUP and/or BOGEGROUP’ affiliates or representatives may sell such goods and property of the Service Client in accordance with terms and conditions as BOGEGROUP determines from time to time in its sole discretion, including, without limitation, purchase price, payment terms, and/or shipping terms.  BOGEGROUP is irrevocably authorized to bill, invoice and collect all sales proceeds from the sale of such goods and property of the Service Client by BOGEGROUP, its affiliates and representatives.  Upon satisfying any and all amounts due and owed to BOGEGROUP by Service Client, including costs and expenses incurred in selling such goods and property and collecting upon such sales, BOGEGROUP shall pay the excess proceeds, if any, to Service Client.   6.3.          Termination Not Exclusive Remedy:  Any remedy provided to BOGEGROUP shall not be construed to be an exclusive remedy and shall not deprive BOGEGROUP of its ability to pursue other available remedies. The parties agree that BOGEGROUP’ damages in the event of Service cancellation or termination would be difficult or impossible to ascertain and, therefore, any early cancellation or termination charges invoiced to Service Client by BOGEGROUP are intended to serve as liquidated damages rather than penalties.7.0  MISCELLANEOUS PROVISIONS7.1.          Export Regulations.  Service Client acknowledges that certain Services sold by BOGEGROUP hereunder and any documentation and other technology of BOGEGROUP may be subject to application export control and sanction laws, regulations, and orders.  Service Client certifies, represents, and warrants that it is in compliance and shall take all necessary acts to remain in compliance with all applicable export and re-export control laws and regulations, including, without limitation, the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions and regulations maintained by OFAC (defined below), and the International Traffic in Arms Regulations maintained by the U.S. Department of State.  Service Client hereby agrees to defend, indemnify and hold BOGEGROUP harmless from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.7.2.          FCPA; Anti-Bribery.  In carrying out its responsibilities hereunder and under any Agreement, Service Client shall comply with all applicable anti-bribery laws including, but not limited to, the U.S. Foreign Corrupt Practices Act, as revised (“FCPA”), and the Organization for Economic Cooperation and Development Anti-Bribery Convention, as implemented in the Territory.  Service Client understands that the FCPA generally prohibits the promise, payment or giving of anything of value either directly or indirectly to any government official for the purpose of obtaining or retaining business or any improper advantage. For purposes of this section, “government official” means any official, officer, representative, or employee of any non-U.S. government department, agency or instrumentality (including any government-owned or controlled commercial enterprise), or any official of a public international organization or political party or candidate for political office.  Service Client represents and warrants that, in the performance of this Agreement and in connection with its purchase of Services, (i) neither it nor any of its representatives are governmental employees or officials or candidates for political office and Service Client will advise BOGEGROUP of any change in such representation; (ii) Service Client and its representatives have not and will not make, offer, or agree to offer anything of value to any government official, political party, or candidate for office; (iii) Service Client will comply with all provisions of the FCPA and the regulations thereunder as amended from time to time; and (iv) Service Client agrees to indemnify, defend, and hold BOGEGROUP harmless for damages and expenses resulting from a violation of the foregoing by Service Client or its representatives.7.3.          OFAC.  Pursuant to United States Presidential Executive Order 13224 (“Executive Order”), Service Client may be required to ensure that it does not transact business with persons or entities determined to have committed, or to pose a risk of committing or supporting, terrorist acts and those identified on the list of Specially Designated Nationals and Blocked Persons (“List”) generated by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury. The names or aliases of these persons or entities (“Blocked Persons”) are updated from time to time.  Service Client certifies, represents and warrants to BOGEGROUP that: (a) it is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order of the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person” or any other banned or blocked person, entity, nation or transaction pursuant to any Law that is enforced or administered by the Office of Foreign Assets Control; and (b) it is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity or nation. Service Client hereby agrees to defend, indemnify and hold BOGEGROUP harmless from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.7.4.          Relationship among BOGEGROUP, Service Client, and Third Parties:  Neither party nor any other agents or employees, officers, directors, managers,  shareholders or members of such party shall be deemed a representative or agent of the other, nor shall either party hold itself out as a representative or agent of the other beyond the scope of the Agreement and/or these Terms and Conditions, and, neither party shall have any right or authority to conduct any business in the name of, or for the account of or on behalf of the other party.  The parties hereto agree and understand that, solely with respect to the Agreement and/or these Terms and Conditions, BOGEGROUP will be and act as an independent contractor of Service Client, Service Client and BOGEGROUP are separate entities and that there is no master/servant, partnership, joint venture, principal/agent, or employer/employee relationship between the parties.7.5.          Severability:  Should any part, portion, or provision of these Terms and Conditions and/or the Agreement be held invalid, illegal, void or unenforceable, the remainder of these Terms and Conditions and/or the Agreement or the application of such provision shall not be affected thereby and each provision of these Terms and Conditions and/or the Agreement shall be valid and enforced to the fullest extent permitted by law.7.6.          Choice of Law and Venue:  The Agreement and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts made and wholly performed in such state without regard to choice or conflicts of law principles.  The Agreement and these Terms and Conditions shall be deemed to have been entered into at Cleveland, Ohio, U.S.A., regardless of the place or places of signing by the parties hereto or the order of their signing.  Service Client hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Ohio State Court or Federal Court sitting in Cuyahoga County, Ohio, in any action or proceeding arising out of or relating to the Agreement and/or these Terms and Conditions.  Service Client agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.7.7.          Non-exclusive Dealing:  The Agreement is non-exclusive. Nothing shall prevent BOGEGROUP from entering into similar arrangements with, or otherwise providing Services to, any other person or entity.7.8.          No Waiver:  No waiver of any of the provisions of these Terms and Conditions and/or the Agreement shall be binding unless made in writing and signed by the waiving party. The failure of either party to insist on the strict enforcement of any provision of these Terms and Conditions and/or the Agreement shall not be deemed to constitute a waiver of the provision, and all terms and conditions herein and/or therein shall remain in full force and effect.7.9.          Amendments.  Unless otherwise set forth in the Agreement or in these Terms and Conditions, no modifications, additions, or amendments to the Agreement shall be effective unless made in writing as an addendum to the Agreement and signed by duly authorized representatives of both parties. 7.10.       Assignment.  Service Client shall not assign or transfer the Agreement, in whole or in part, whether by means of merger, reorganization, combination, sale of assets, change of control, operation of law or otherwise, without BOGEGROUP’s prior written consent (which may be withheld in BOGEGROUP’s sole and absolute discretion), and any assignment or attempt to do so without such consent will be void and of no effect.  The Agreement, together with these Terms and Conditions will only inure to the benefit of the parties to the Agreement and their respective permitted successors and assigns, and, except as expressly set forth in the Agreement and/or these Terms and Conditions, there are no third-party beneficiaries to the Agreement or these Terms and Conditions.7.11.       Notices.  All notices, requests, directions, approvals or other communications to be provided in the Agreement or these Terms and Conditions will be in writing and will be deemed to have been sufficiently given (i) upon receipt if delivered in person; (ii) upon delivery if by an internationally-recognized mail service (e.g., FedEx), overnight courier, or certified or registered mail, postage pre-paid, return receipt requested; or (iii) on the date transmitted if by email; provided that the original will promptly follow by internationally-recognized mail service or overnight courier. All notices will be sent to the applicable party at the address(es) on the signature page of the Agreement (or as otherwise instructed in writing by such party).