SECTION 1. ENTIRE VENDOR AGREEMENT MODIFICATIONS AND INTEREST

It is understood that this agreement constitutes the entire partnership agreement between the parties hereto and supersedes all prior representations, understandings and agreements. It is further understood that the terms of this agreement cannot be waived, amended or modified in any way except by written agreement signed by Client and by an executive officer of HodanHogan Company, owners of PigeoBolt Brand

SECTION 2. HOLD HARMLESS

Client agrees to hold HodanHogan Company, owners of PigeoBolt Brand harmless from any and all claims and demands made on account of loss of business, loss of trade, or loss of information due to any alleged defect in materials or labor.

SECTION 3. CHOICE OF LAW AND ADMISSABILITY OF COPIES OF CONTRACT

The laws of Ghana govern these terms and conditions. By using our services/paying to use our products you consent to these terms and conditions and to the exclusive jurisdiction of the Ghana courts in all disputes arising out of such access. This agreement or contract referencing this agreement is to be signed by Client and it is agreed and stipulated that a signed copy of this agreement or referencing contract may be admitted into evidence in any litigation relating to the enforcement of this agreement.

If any of these terms are deemed invalid or unenforceable for any reason, then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply. Failure of HodanHogan Company, owners of PigeonUltra™ Brand to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions of any Agreement or any part thereof, or the right thereafter to enforce each provision.

SECTION 4. SCOPE OF LIABILITY

To the fullest extent permitted by law, the total liability, in the aggregate, of HodanHogan Company and its Officers, Directors, Employees, Agents and Consultants, Client and anyone claiming by, through or Client, for any and all injuries, claims, losses, expenses or damages whatsoever, including but not limited to negligence, errors, omissions, strict liability or breach of contract of HodanHogan Company and its Officers, Directors, Employees, Agents or Consultants, or any of the above, shall be HodanHogan Company redoing or performing the Services in question in accordance with the terms at no additional cost or to return the fee appropriated to the defective services. In the event HodanHogan Company or its successors cease to exist, all training and service contracts will be null and void.

SECTION 5. PAYMENT

HodanHogan Company accepts payment by all major credit cards, electronic funds transfer as well as by purchase order if approved. Purchase order may be subject to a credit application and written approval by an executive officer of HodanHogan Company.

SECTION 6. PAYMENT TERMS

SECTION 6A. GOODS SOLD

100% due at time of purchase unless approved in writing by an executive officer of PigeonUltra™ Brand. All registered property and devices remain the property of the Company until paid for in full.

SECTION 6B. SERVICES

Regardless of predefined payment terms established between Client and PigeonUltra™ Brand, most services from PigeonUltra™ Brand require payment prior to resources being scheduled. All dates provided are tentative and subject to change prior to payment receipt.

The following table defines actual terms per service type, unless otherwise noted on Quote or Statement of Work (SOW).

SECTION 7. SCHEDULING AND CANCELLATION

SECTION 7A. PUBLIC TRAINING (INCLUDING TRAINING AGREEMENTS)

Training className registrations may be cancelled or rescheduled 6 business days prior to start of training className without penalty. Cancellations or rescheduling within 6 business days are subject to a 25% of the tuition penalty or GHS150 per day penalty at the time of notice back to the 6-business day mark, whichever is less. Attendee substitutions are permitted without penalty prior to start of Training className.

SECTION 7B. SERVICES

Scheduled services may be cancelled or rescheduled 6 business days prior to scheduled date without penalty. Cancellations or rescheduling within 6 business days are subject to a GHS150 per day penalty at the time of notice back to the 6 business day mark, up to GHS1500 max, plus any non-refundable travel, airfare, and hotel accommodations fees. Services not scheduled and started within 6 months of purchase, are subject to cancellation without refund.

SECTION 8. CONFIDENTIALITY

All information exchanged during this services engagement is protected by the strictest confidentiality. Only authorized employees on a need-to-know basis have access to Client information. All information provided by Client remains as the sole property of Client and will not be distributed without the expressed written consent of the Client.

Client records will not be divulged to any third party, other than our manufacturer/supplier(s) or if legally required to do so to the appropriate authorities. Clients have the right to request copies of any and all Client records we keep, on the proviso that we are given reasonable notice of such a request. Clients are requested to retain copies of any literature issued in relation to the provision of our services. Where appropriate, we shall issue Client’s with appropriate written information, handouts or copies of records as part of an agreed contract, for the benefit of both parties.

SECTION 9. INDEMNIFICATION

PigeonUltra™ Brand shall indemnify and hold harmless Client, and its officers, directors, agents and employees, from and against any claims brought or alleged against Client resulting from PigeonUltra™ Brand’s negligent performance of Services for Client under this Agreement, including for costs and attorneys’ fees; provided, however, that the maximum amount that PigeonUltra™ Brand shall be liable for hereunder shall be limited to the amount paid to PigeonUltra™ Brand hereunder for the specific Services which gave rise to the liability. Client shall indemnify and hold harmless PigeonUltra™ Brand, and its officers, directors, agents and employees, from and against any claims brought or alleged against PigeonUltra™ Brand resulting from Client’s breach of any of its obligations hereunder, including for costs and attorneys’ fees.

SECTION 10. INVENTIONS AND PATENTS

Client and PigeonUltra™ Brand agree that PigeonUltra™ Brand owns all rights, including copyrights, to all original works of authorship created while providing Services to Client hereunder including, without limitation, inventions, programs, software, documents, and written works (the “Inventions”), but excluding templates, families and drawings. PigeonUltra™ Brand hereby grants Client a worldwide, nonexclusive, perpetual, non-transferable and non-sublicensable, royalty free, license to use the Inventions, including the rights to enhance, adapt and modify same.

SECTION 11. CONSENT TO RECEIVE EMAIL

Clients business with PigeonUltra™ Brand constitutes consent to receive email communications from PigeonUltra™ Brand including messages regarding Client service information and other matters. Any emails sent by PigeonUltra™ Brand will be in connection with the provision of agreed services and products.

SECTION 12. NON-SOLICITATION

Client recognizes that PigeonUltra™ Brand’s employees and consultants are among its most important assets.  PigeonUltra™ Brand has invested substantial time and expense in training its employees, consultants and subcontractors (collectively, “PigeonUltra™ Brand Personnel”) to perform unique and specialized services, including those to be provided to Client hereunder.  During the Term, and for a period of two years following termination of this Agreement for any reason, Client will not, and will ensure that its affiliates will not, directly or indirectly, solicit, hire, employ or engage any PigeonUltra™ Brand Personnel, or any person or entity who was PigeonUltra™ Brand Personnel in the immediately preceding 24 months period, for the performance of any services that are the same or similar to those provided by PigeonUltra™ Brand for Client.  In the event of a breach of this non-solicitation clause, the parties agree that PigeonUltra™ Brand’s damages are impossible to determine and Client agrees to pay PigeonUltra™ Brand compensation [equal to 150% of such PigeonUltra™ Brand employee’s initial yearly salary] OR [in the amount of GHS50,000.00] as liquidated damages, which Client agrees is fair and reasonable compensation for PigeonUltra™ Brand.

SECTION 13. NOTIFICATION OF CHANGES

The Company reserves the right to change these conditions from time to time as it sees fit and your continued use signifies your acceptance of any adjustment to these terms. Any changes to our privacy policy will be posted on our website prior to these changes taking place. You are therefore advised to re-read this statement on a regular basis.

These terms and conditions form part of the Agreement between the Client and PigeonUltra™ Brand. Your undertaking of a booking or Agreement indicates your understanding, agreement to and acceptance, of the Disclaimer Notice and the full Terms and Conditions contained herein. Your statutory Consumer Rights are unaffected.

©Nyeova Systems, LLC, HodanHogan Company; owners of PigeonUltra™ Brand. 2021 All Rights reserved