Terms of Service - Boopos Platform

These terms of service (these “Terms of Service”) define the relationship between Boopos Innovation, Inc. (“Boopos Innovation”), Boopos Warehouse, LLC (“Boopos Warehouse”), (collectively, “Boopos” the “Company” or “we” or “us”) and you, the person or company accessing the Boopos website at https://www.boopos.com (the “Site”) or registering for our Services (“you” or “your”).

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You may use the Services (defined below) only if you can form a binding contract with us and if you are not a person barred from receiving services under the laws of the United States, European Union, the United Kingdom, or any other applicable jurisdiction. If you are accepting these Terms of Service on behalf of a company, organization, government, or any other legal entity, you represent and warrant that you are authorized to do so. If you cannot confirm the foregoing, then you must not accept these Terms of Service and may not use Boopos Site or Services. Persons seeking consumer financing or consumer loans must not access Boopos Services. Persons under the age of 18 years old are forbidden to use the Services. You may use the Services only in compliance with these Terms of Service and all applicable laws and regulations. These Terms do not cover our relationship with users or companies that Boopos have a contractual arrangement in place. The definitive legal documents constitute the full and entire understanding and agreement between them and Boopos.

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We may amend these Terms of Service at any time by posting the revised Terms of Service on our Site. We reserve the right to terminate these Terms of Service at any time by suspending or terminating access to your account or the Site and/or Services by previously notifying you. You can see when these Terms of Service were last revised by referring to the “Last Updated” legend below. Your continued use of the Site or Services after we have updated our Terms of Service means your acceptance of such revised Terms of Service.

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Services

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By using the Site and Boopos Services, we provide you access to a selected list of registered buyers, sellers, and businesses, operating as a marketplace that facilitates the potential completion of a business transaction. Also, buyers seeking capital can apply for receiving loans and financing from Boopos Warehouse, LLC (the “Services”). Boopos Innovation Inc. provides the technology, mobile application, and website platform for you to access the Services, but it does not provide financing or loans. In its current form, we will ask you to provide certain information so that we may qualify you as a potential buyer or seller and contact you to evaluate any Service applications. When you engage with Boopos Services, we will collect your name, phone numbers, email address, mailing address, and resumes or social media profiles that may include job titles, company names, and other similar information regarding your qualification (i.e. Linkedin profile). Any information collected or processed by Boopos shall be made in accordance with our Privacy Policy (https://www.boopos.com/privacy-policy).

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We reserve the right to modify, change or discontinue our Site or any of the Services, temporarily or permanently, with or without providing previous notice. You acknowledge and agree that we shall not be liable to you or any third party in the event that we exercise our right to modify, change or discontinue the Site or Services.

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Agreement with Respect to Terms of Service

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These Terms of Service constitute a legally binding agreement between Boopos and you. You are responsible for regularly reviewing these Terms of Service. You can review the most current version of the Terms of Service at any time at: https://www.boopos.com/terms-of- service. You acknowledge that you have read, understand, and accept these Terms of Service, being bound by them. You further acknowledge that these Terms of Service, together with our Privacy Policy (as defined below) and terms governing our Site, represent the complete and exclusive statement of the agreement between us and supersede any proposal or prior agreement oral or written, and any other communications between us relating to your access or use of the Site and/or Services.

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Regulatory Disclosures

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Boopos Warehouse, LLC provides lending solutions for entities incorporated in the United States of America. Boopos is not allowed to provide loans in some States due to regulatory limitations. Please consult with us for availability in your specific State or case.

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Registration

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To access our Services, Boopos will ask you to provide certain contact information, including your name and email address. You may be asked to provide certain additional information, including the amount of investment you are seeking, your company’s financial information, and the purpose of the investment (all such information collectively, your “Information”). We reserve the right to restrict certain areas of information on the Site to such registered users. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable grounds to suspect such, we reserve the right to terminate your access to the Site. We are committed to your privacy and our Privacy Policy, which entails our privacy practices with respect to your personal information.

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Content

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All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork and computer code, including but not limited to design, structure, “look and feel” and arrangement of the content available on the Site (collectively, “Content”) is owned, controlled or licensed by or to us, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. The Content and the Site are owned by Boopos Innovation and/or its licensors and suppliers (which may include lessors, lessees, owners, sellers, buyers, agents, brokers, multiple listing services, builders, service providers, content providers, vendors, and others) (collectively, “Licensors and Suppliers”). Subject to the limited rights to use the Site pursuant to these Terms of Service, we retain all right, title, and interest in and to the Site including all related intellectual property contained therein. Except as expressly provided in these Terms of Service, you have no other rights in the Site or any Content and you may not modify, edit,
copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site or Content in any manner.

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By making information available to you on our Site, we are not recommending or advising investment in any particular transaction, or use any investment strategy. Information on our Site is not personalized to fit any needs, reflect financial circumstances or investment objectives. You alone determine that all investments entail risks and are responsible for determining whether they can afford the risks of using our tools or making any transaction.

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Although we may provide information that helps you to assess your own tolerance for risk, or otherwise assist you and seek to educate users in various ways, we do not determine if the information or tools we provide to view or select transactions or otherwise assist or seek to educate you will result in suitable or profitable investments for you.

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Boopos also does not provide legal advice, assistance with closing items, business brokerage, investment banking, or any other professional services related to the process conducting transactions. Any information that Boopos or its employees or independent contractors provide are for informational purposes only and shall not be deemed as professional advice and should not be interpreted or treated as such.

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Boopos is not a valuation firm and any valuation or benchmarking tool provided through the Site shall be construed as for informational purposes only. Boopos cannot guarantee the accuracy of the information that appears on the Site, including in any business data or transaction details. Parties should independently verify all information that may appear on the Site prior to making any decisions about conduction any transaction.

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Confidential Information

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You understand that certain commercial and financial information contained in the Boopos Site is considered by buyers, sellers and Boopos as confidential. The information contained herein is being made available to interested parties for the sole purpose of assisting potential buyers in deciding whether to proceed with an in-depth investigation of a business opportunity.

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The information contained in the Boopos Site is made available to assist interested parties in making their own evaluation of a business and does not purport to contain all the information that a prospective party may desire. In all cases, interested parties should conduct their own investigation and analysis of the information and data set forth in the Boopos Site and satisfy themselves as to the accuracy, reliability and completeness of such information and data. Boopos do not represent in any way that any information is accurate, complete or error free. Boopos reserves the right not to be held responsible for inaccurate or incomplete information provided through the Boopos Site.

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Proprietary Rights

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Boopos is a registered trademark of Boopos Innovation, Inc. Other trademarks, names and logos on this Site are the property of their respective owners. Unless otherwise specified in these Terms, all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images, and icons, as well as the arrangement thereof, are the sole property of Boopos. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

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Links to Other Sites

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As further described in our Privacy Policy, the Site may contain links to other independent third-party web sites (in all cases “Linked Sites”). You should review applicable terms and policies, including privacy and data gathering practices, of third-party web sites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

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Permitted Uses

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Subject to these Terms of Service, we hereby grant you a personal, nontransferable, nonexclusive, non-sublicensable license to use the user interface of the Site and Content in accordance with the Terms of Service, and for no other purpose. All rights, title, and interest in and to the user interface and Content, on or through the Site shall belong to us or our Licensors and Suppliers, including all modifications thereof and enhancements thereto. The Content and user interface made available from, on or through the Site may not be copied, modified, republished, assigned, sold, or distributed to you, nor may derivative works be prepared therefrom. The license granted to you pursuant to these Terms of Service is solely for your personal use (but not for resale or redistribution) as a user of the Site and may not be used for any other purposes. You shall not reverse engineer, de-compile, or otherwise translate, in any way, the Content and user interface made available from, on or through the Site. You have no right or claim of right to the Content or any unique ideas found on the Site. No ownership rights are granted to you hereunder and no title is transferred hereby.

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Prohibited Uses

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You may not use the Site for illegal or unlawful or malicious activities, or for activities that we deem improper for any reason whatsoever in our sole judgment. We reserve the right to take preventive or corrective actions to protect ourselves and our users. Your use of the Site is conditioned in part on your compliance with the rules of conduct provided herein, and your failure to comply may result in termination of your access to and use of the Site and liability for damages caused by your noncompliance. In addition to the foregoing, while using the Site, you may not:

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• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Use racially, ethnically, or otherwise offensive language.
• Engage in, discuss, or incite illegal activity.
• Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
• Post anything that exploits children or minors or that depicts cruelty to animals.
• Post any copyrighted or trademarked materials without the express permission from the owner.
• Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.
• Use any robot, spider, scraper, or other automated means to access the Site.
• Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
• Alter the opinions or comments posted by others on this Site.
• Post anything clearly false or misleading.
• Post anything unrelated to our business, products, or services.
• Post anything contrary to our public image, goodwill, or reputation, provided that the foregoing will not apply to you if applicable law prohibits such limitations and restrictions.

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This list of prohibitions provides examples and is not complete or exclusive. Boopos reserves the right to terminate your access (or use of the Services) with or without cause and with or without notice, for any reason or no reason, or for any action that Boopos determines is inappropriate or disruptive to this Site or to any other user of this Site and/or Services. Boopos may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Boopos’s discretion, Boopos will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet. You agree to indemnify and hold its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Boopos or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of this Site or the use of this Site by any person using your user name and/or password violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.

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Intellectual Property Infringement

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Boopos respects the intellectual property rights of others, and we will ask you to do the same. Boopos may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide Boopos’s designated agent the following information:
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• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
• Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit Boopos to locate the material.
• Information reasonably sufficient to permit Boopos to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

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Boopos’s agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:
Boopos Innovation, Inc.
120 NE 27th St #200
Miami, FL 33137 (United States) or info@boopos.com

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Please also note that for copyright infringements under Section 512(f) of the US Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

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Submitting a DMCA Counter-Notification

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We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to Boopos’s designated agent that includes all of the following information:

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• Your physical or electronic signature.
• Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled.
• A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
• Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of Delaware, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
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Service or account Termination

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Boopos reserves the right, in its sole discretion, to terminate the account or access of any user of our Site and/or Services for any reason at any time. Such termination will result in the deactivation or deletion of the account or its access, and the forfeiture and relinquishment of all its content.

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Disclaimer of Warranties

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You represent and warrant to Boopos that (a) all Information that you provide to us is accurate and truthful, (b) you have the authority to share your Information with us and to grant us the right to use your Information as provided in these Terms of Service and Privacy Policy, (c) for certain Services that you engage with Boopos, you expressly authorize us to share your Information with potential other users for the purpose of conducting any transaction and (d) your acceptance and use of the Site pursuant to these Terms of Service does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound.

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Your use of this Site and/or our services is at your own risk. The Content has not been verified or authenticated in whole or in part by Boopos, and they may include inaccuracies or typographical or other errors. Boopos does not warrant the accuracy of timeliness of the Content contained on this Site. Boopos has no liability for any errors or omissions in the Content, whether provided by Boopos, our licensors or suppliers or other users.

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Boopos, for itself and its licensors, makes no express, implied, or statutory representations, warranties, or guarantees in connection with this site, the services, or any materials relating to the quality, suitability, truth, accuracy or completeness of any information or material contained or presented on this site, including without limitation the materials. Unless otherwise explicitly stated, to the maximum extent permitted by applicable law, this Site, the services, and materials, and any information or material contained or presented on this site is provided to you on an “as is,” “as available” and “where-is” basis with no warranty of implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. Boopos does not provide any warranties against viruses, spyware or malware that may be installed on your computer.

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Limitation of Liability

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Boopos shall not be liable to you for any damages resulting from you accessing, using, displaying, copying, or downloading any materials to or from this Site. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BOOPOS BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF BOOPOS KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL COMPANY’S LIABILITY EXCEED THE GREATER OF US$100 AND THE AMOUNTS YOU PAY BOOPOS FOR USE OF, OR IN CONNECTION WITH THE SITE OR ITS SERVICES.

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Indemnification

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You will indemnify and hold Boopos harmless with respect to any suits or claims arising out of (i) your breach of these Terms of Service; (ii) your fraudulent or malicious use of the Site or your misuse or abuse of the Site and/or Services or (iii) your violation of applicable laws, rules, or regulations in connection with your use of the Site or Services. You agree to indemnify and hold Boopos, its third-party vendors, corporate affiliates, directors, officers, employees and agents harmless from any and all claims and demands, including, but not
limited to reasonable attorneys’ fees, made by any third-party due to or arising out of any content submitted, posted, or otherwise provided by you to Boopos and/or its third party advertisers and any breach by you or your affiliates, employees, agents and representatives of these Terms of Service.

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Feedback

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If you send or transmit any communications, comments, questions, suggestions, or related materials to Boopos, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site, any Services offered through the Site or Content, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. Except as prohibited by applicable law, you hereby assign all right, title, and interest in, and Boopos is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid-up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. Notwithstanding the foregoing, you understand and agree that Boopos is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

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Language

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These Terms were drafted in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall be for reference purposes only and shall not be binding. All communications and notices to be made or given pursuant to these Terms shall be in the English language.

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Interpretation

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The Federal Arbitration Act, Delaware state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. Any disputes relating to these Terms or this Site will be heard in the courts located in the State of Delaware. If any part of these Terms of Service is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations contained herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Service shall continue in effect. A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Except as otherwise specified in these Terms of Service, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Notices to us must be sent in writing to the following address:

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Boopos Innovation, Inc.
120 NE 27th St #
200 Miami,
FL 33137 (United States) or via email addressed to info@boopos.com

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Notices to you will be sent to the email address you provide to us, which addresses may be updated from time to time upon written notice to the other party. The Services, Content and derivatives thereof may be subject to laws and regulations of the United States and other jurisdictions. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any

contractual terms shall be deemed to be a waiver of any other right or of any later breach. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise. We may assign our rights and privileges under these Terms of Service (including your user registration), without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all our assets, or to an affiliate, or in connection with a change in control. Subject to the foregoing, these Terms of Service shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

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Term and Termination

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These Terms of Service will continue for as long as we allow you access to and use of the Site, and/or Services. Sections titled “Content”, “Disclaimer of Warranties", "Limitation of Liability”, “Indemnification”, “Interpretation” and this Section shall survive any termination or expiration of these Terms of Service.

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YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS, AND THAT BY CREATING AN ACCOUNT OR USING AND ACCESSING BOOPOS SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS SET OUT IN THESE TERMS.

Last Updated: January 24, 2024.