BOLSTER NETWORKS, INC.
Terms of Service - as of May 31, 2023

These Terms of Service (“Terms”) are between User of the site (“User”) and Bolster Networks, Inc., with its principal place of business at 228 Park Ave S PMB 74841 New York, New York 10003 (“Bolster”), as of May 31, 2023. User may also be referred to as a “Client” or “Member” or “Partner” depending on their usage of the Bolster website.

PLEASE REVIEW THESE TERMS IN THEIR ENTIRETY. WHEN USER EXECUTES THESE TERMS, IT WILL BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS. IF CLIENT DOES NOT ACCEPT ANY OF THE TERMS AND CONDITIONS, DO NOT EXECUTE THESE TERMS OR SUBMIT OR ACCEPT A STATEMENT OF WORK.

THESE TERMS PROVIDE THAT ALMOST ALL DISPUTES BETWEEN USER AND BOLSTER ARE SUBJECT TO BINDING ARBITRATION AS WELL AS A WAIVER OF CLASS ACTION RIGHTS AND ANY RIGHT TO A JURY TRIAL AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. BY ENTERING THIS AGREEMENT, USER GIVES UP ITS RIGHT TO SUE IN COURT, HAVE ITS CLAIMS HEARD BY A JURY, AND TO BE PART OF A CLASS OR COLLECTIVE ACTION, TO RESOLVE THESE DISPUTES, AS EXPLAINED IN MORE DETAIL IN THAT SECTION.

• 1.

  Purpose.Bolster provides a network of executives (“Members”) interested work engagements and advisory relationships to interested companies (“Clients”). User acknowledges that Bolster operates a software platform that connects Members with and interested companies to provide services as requested by Clients and/or Clients (“Services”), and that Bolster is not in the business of providing such Services itself. Members and Clients negotiate the terms of a proposed Statement of Work (“SOW”), which, when agreed-upon are memorialized into a legally binding SOW. These Terms as well as the terms and conditions of each SOW, and any written addendums or modifications agreed thereto between the Member and Client, shall govern the provision of Services between the Client and Member. Member will be compensated consistent with these terms and each SOW negotiated and accepted by and between Client and the Member.

• 2.

  Independent Contractor Relationship between Client and Member, Bolster is a Marketplace Provider.User acknowledges that Members are independent contractors operating an independent business enterprise who use Bolster’s platform to offer and provide Services to Clients. User acknowledges and agrees that Bolster has no responsibility for, control over, or involvement in the scope, nature, quality, character, timing or location of any work or services performed by Member under a SOW between Client and Member, including any work or services that any individual affiliated with the Member may provide, either as an employee, independent contractor, or otherwise. User further represents, acknowledges, and warrants that throughout the term of its engagement of Members, it shall at all times treat Members as independent contractors and that User will take no action that is inconsistent with such classification.

• 2.1.

  Client acknowledges that Bolster is not an employer of, or joint employer or integrated or single enterprise with any Client. Bolster is not responsible for the performance or non-performance of any Member or Client. Each Client is solely and entirely responsible for their own acts and for the acts of their employees, subcontractors, affiliates, and agents. Bolster is not a party to nor is bound by any of the terms of any SOW. Bolster is under no obligation to ensure any SOW is completed to Client’s satisfaction.

• 2.2.

  Client acknowledges that throughout the term of the engagement of a Member and while providing the Services, Member is, and shall at all times be and remain, an independent contractor providing services to identified Clients utilizing the Bolster platform. Nothing in these Terms or otherwise shall be construed as identifying Member, Client, or their personnel or representatives as an employee, agent, or legal representative of Bolster or any of Bolster’s related or affiliated entities for any purpose, and Client and Member and any respective representatives shall not hold themselves out as employees of Bolster in any capacity.

• 2.3.

  Client is not to transact business, incur obligations, sell goods, receive payments, solicit goods or services, enter into any contract, or assign or create any obligation of any kind, express or implied, on behalf of Bolster or any of Bolster’s related or affiliated entities, or to bind in any way whatsoever, or to make any promise, warranty, or representation on behalf of Bolster or any of Bolster’s related or affiliated entities regarding any matter, except as expressly authorized in these Terms or in another writing signed by an authorized officer of Bolster. Further, Client shall not use Bolster’s trade names, logos, trademarks, service names, service marks, or any other proprietary designations without the prior written approval of Bolster.

• 2.4.

  Client understands that, except as otherwise specifically agreed between Client and Member, Member will provide all equipment, tools, materials, and labor that he or she needs to perform the Services agreed to with Client and that Bolster will provide no equipment, tools, materials, or labor that may be needed to perform the Services under these Terms. Bolster will, however, provide both Client and Member with access to the Bolster platform to facilitate access to available, optional support resources and materials, if Client so chooses.

• 2.5.

  Member is solely responsible for scheduling the timing of Services and will do so consistent with the scheduling requirements as set forth in an SOW. Client agrees and understands that Bolster plays no role in scheduling or delivery of Services.

• 2.6.

  Client understands and agrees that Member is solely responsible for determining how Services will be completed, as well as the preparation and additional work necessary to properly perform Services in a manner consistent with the accepted SOW and to the satisfaction of Client.

• 2.7.

  Client understands that Members may hire employees or engage contractors or subcontractors (at their sole expense) to assist with providing the Services; however, Members’ employees or subcontractors may not be used to deliver Services on behalf of Members without the express written permission of Client. Client understands and acknowledges that Members acknowledge that they remain solely and exclusively responsible for the timely provision of the Services to meet Client’s requirements and specifications.

• 2.8.

  Client understands and acknowledges that Member shall remain responsible for and shall pay all operational costs, expenses, and disbursements relating to operating Member’s business (including the activities of any employees or subcontractors) and the provision of the Services under these Terms.

• 3.

  Fees and Platform Terms.

• 3.1.

  If Client utilizes the Bolster platform to source a Member, Client agrees to pay Bolster fees as detailed in any quote or order agreed to by Client or fees outlined on our rate card (click here for rate card). Payments are due fourteen (14) days after receipt of any invoice.

• 3.2.

  Non-stacking of Client Credits: In the event Client is eligible for a “credit” as part of marketing program, Client is only eligible to use a single Credit program. Client will not be eligible to participate in future Credit programs without the express approval of Bolster.

• 3.3.

  Non-Exclusive Arrangement Between Client and Member.Client acknowledges that this is a non-exclusive relationship and that Member is free (and the Client expects Member) to engage in other business endeavors, including, but not limited to, entering into contracts or otherwise providing similar Services to others, including competitors.

• 3.4.

  Hiring Member for a full-time role. If a Client converts a Member to a full-time hire without paying the full-time fee in shorter than twelve months of an engagement, Client agrees, at the request of Bolster, to pay a one-time fee of $10,000 USD.

• 3.5.

  Client agrees that Bolster may use third-party platforms to engage with Members to ensure proper compliance and payments. In cases where Bolster uses such platforms, Bolster will invoice Client and then pay Member on Client’s behalf. Bolster and/or its partner will provide payment and required tax forms.

• 4.

  Non-Circumvention.Except as set forth in Section 4.1 below, User agrees that User, any subsidiaries, parent companies, partnerships, holdings, or investors related to User, will not circumvent Bolster’s role in the relationship among User and Bolster by seeking to receive or receiving services from, or remitting complete or partial payments to, Members without using Bolster as the intermediary of the transaction, or in any way otherwise circumventing, or attempting to circumvent, Bolster’s role in the relationship. If User is found by Bolster’s reasonable discretion of circumventing payment to Bolster, Bolster can charge a reasonable penalty based on lost fees and/or remove User’s access to the Bolster website.

• 5.

  Confidentiality.

• 5.1.

  Confidential Information.Both parties agree to protect Confidential Information from unauthorized disclosure during the term of this agreement and for two (2) years thereafter. Confidential Information shall include (i) the terms of this Agreement and any statement of work with a Member (or “SOW”), (ii) User data, documents, and files provided or obtained in performing the services under these Terms or any SOW, (iii) Bolster’s software and “consoles” (including screen displays, functionality and User interfaces) to which User is given access, and (iv) any other information that the disclosing party desires to protect against unrestricted disclosure by the receiving party and that (a) if disclosed in tangible or electronic form, is marked in writing as “confidential” or (b) if disclosed orally or visually, is designated or treated at the time of disclosure as confidential.

• 5.2.

  Use and Restrictions.The recipient of Confidential Information (“Recipient”) agrees: (i) to hold the Confidential Information of the party disclosing such information (“Discloser”) in strict confidence, (ii) not to disclose the Discloser’s Confidential Information to any third parties except as reasonably necessary for the Recipient to perform its obligations hereunder, and (iii) not to use any of the Discloser’s Confidential Information except to perform the Recipient’s obligations under these Terms. Notwithstanding the foregoing, the Recipient hereto may disclose any Confidential Information of the Discloser hereunder to the Recipient’s agents, attorneys and other representatives (under a duty not to disclose) and having a bona fide need to know such Confidential Information or any court of competent jurisdiction as reasonably required to resolve any dispute between the Parties. In addition, Bolster may disclose User’s Confidential Information to any Member engaged under these Terms so long as (i) such disclosure is reasonably required for the Member to perform Services, and (ii) the Member has entered into an agreement related to such Confidential Information with terms at least as restrictive as those in these Terms.

• 5.3.

  Legal Obligations.If Recipient is requested or required by law, government action, subpoena or other court order to disclose any of the Discloser’s Confidential Information, Recipient may disclose such information without liability under these Terms, provided that (i) the Discloser has been given a reasonable opportunity to (a) intervene in any proceeding to try to protect the Confidential Information and (b) review the text or contents of such disclosure before it is made; and (ii) the disclosure is limited to only the Confidential Information specifically required to be disclosed.

• 5.4.

  Remedies.Each party agrees that its obligations provided in these sections under Confidential Information are necessary and reasonable in order to protect the Discloser and its business, and each party expressly agrees that monetary damages may be inadequate to compensate the Discloser for any breach by the Recipient of its confidentiality covenants and agreements set forth in these Terms. Accordingly, each party agrees and acknowledges that any such breach or threatened breach may cause irreparable injury to the Discloser and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Discloser will be entitled to seek temporary injunctive relief pending arbitration against the threatened breach of these Terms or the continuation of any such breach by the Recipient, without the necessity of proving actual damages or posting any bond.

• 5.5.

  Defend Trade Secrets Act.User acknowledges receipt of this notice under 18 U.S.C § 1833(b)(1): An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for disclosing a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely to report or investigate a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

• 6.

  Term and Termination.These Terms will remain in effect until terminated by either party (“Term”). However, the parties agree that each SOW shall constitute a separate contractual engagement governed by these Terms, the term of which shall be the length of time necessary to complete the work as set forth in the agreed-upon SOW. Either party may terminate these Terms for any or no reason at any time by providing written notice to the other party, subject only to the terms of any SOW then in-progress. If User terminates these Terms, User agrees to remit to Bolster all amounts due or accrued to either Bolster or Member under these Terms as of the date of such termination.

• 7.

  Warranties and Disclaimer.

• 7.1.

  General.Bolster and User each warrants and represents, as to themselves, that (a) they are duly organized, validly existing and in good standing under the laws of the respective jurisdictions in which it was formed (in the case of Users who are not individual persons); (b) they have full power and authority to execute, deliver, and perform; (c) these Terms have been duly authorized, executed, and delivered by and are their legal, valid, and binding obligations in accordance with the terms herein; (d) obligations under these Terms shall be performed in compliance with any obligations to third parties and all applicable law, rules, or regulations of any governmental entity or agency; and (e) User understands, agrees and warrants that all Members identified and engaged through the use of the Bolster platform will be treated by User as an independent contractor.

• 7.2.

  User Data Rights.User represents and warrants that: (a) User owns or has secured sufficient intellectual property rights to any and all User Data that User stores, accesses, and uses with the Bolster platform; (b) the User Data does not and will not contain any content that is unlawful, threatening, harassing, profane, tortious, defamatory, libelous, deceptive, fraudulent, or violates any person’s privacy or publicity rights; and (c) the User Data does not and will not contain a software virus or other harmful component.

• 7.3.

  Third-Party Links & Ads.The Bolster platform may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Bolster, and Bolster is not responsible for any Third-Party Links & Ads. Bolster provides access to these Third-Party Links & Ads only as a convenience to User, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. Users use all Third-Party Links & Ads at their own risk, and should apply a suitable level of caution and discretion in doing so. When Users click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. User should make whatever investigation User feels necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

• 7.4.

  Other Users.Each Bolster platform User is solely responsible for any and all of its own content. Because Bolster does not control content, User acknowledges and agrees that Bolster are not responsible for any content, whether provided by User or by others. Bolster makes no guarantees regarding the accuracy, currency, suitability, or quality of any content. User agrees that Bolster will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between User and any Bolster platform User, Bolster is under no obligation to become involved.

• 7.5.

  DISCLAIMER.BOLSTER, ITS AFFILIATES AND PARTNERS HEREBY EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE OF ACCURACY, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, VALIDITY, NON-INFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT THERETO, THOSE MADE BY MEMBERS TO CLIENT OR RELATING TO ANY SERVICE, DELIVERABLE OR WORK PRODUCT PROVIDED BY MEMBERS TO CLIENT. THE SERVICES PROVIDED UNDER THESE TERMS ARE PROVIDED “AS IS” AND WITH ALL FAULTS. LIABILITY FOR MEMBERS’ WORK PRODUCT AND THE MEMBER’S SERVICES (INCLUDING ANY AND ALL WORK PRODUCT AND/OR SERVICES PROVIDED BY EMPLOYEES, SUBCONTRACTORS, AGENTS, AND AFFILIATES OF MEMBERS) ARE SOLELY THAT OF THE MEMBERS. NEITHER BOLSTER NOR ANY OF ITS AFFILIATES OR PARTNERS PROVIDE ANY EXPRESS WARRANTY OF, HAVE ANY IMPLIED WARRANTY OF, OR HAVE ANY RESPONSIBILITY FOR, MEMBERS’ SERVICES OR MEMBERS’ WORK PRODUCT.

• 8.

  Allocation of Risk.Bolster and User acknowledge that the foregoing limitations of liability represent a reasonable and negotiated allocation of risk, these limitations constitute an integral part of these Terms, and that absent these limitations the parties would not have executed these Terms. The limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

• 9.

  Indemnification.

• 9.1.

  Each party shall indemnify and hold the other party, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any claim based on any alleged misuse of the Bolster platform by either party, or a claim that any Client data infringes the copyright, trademark, or patent rights of any third party; (b) any alleged conduct which would constitute a breach of the representations and warranties by either party set forth herein; and (c) Member’s provision of services to Client, including any claims by any third party or government agency that Member was misclassified as an independent contractor or should have been an employee of a Client, and any claim that Bolster was an employer or joint employer of Member, and related legal claims under any employment laws.

• 9.2.

  Each party shall indemnify and hold the other party, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with Member’s employment, retention, engagement or use of any personnel who assist Member in providing any work/services in connection with the performance of the SOW, including but not limited to any claim that Member misclassified any such personnel (under the Fair Labor Standards Act, the Internal Revenue Code, state wage and hour law or any other law); and any claim that Bolster was an employer or joint employer of any Member or any of Member’s personnel under any employment or other law, including, but not limited to, the Fair Labor Standards Act, any state wage and hour law, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family Medical Leave Act and the National Labor Relations Act.

• 9.3.

  Conditions.Each party shall indemnify the other party as set forth above provided that: (a) the indemnified party notifies the indemnifying party promptly in writing of the claim; (b) the indemnifying party has sole control of the defense and all related settlement negotiations with respect to the claim; provided, that the indemnified party has the right, but not the obligation, to participate in the defense of any such claim through counsel of its own choosing; and (c) the indemnified party cooperates fully to the extent necessary, and executes all documents necessary for the defense of such claim.

• 10.

  Arbitration Agreement and Class Action Waiver.Bolster and User mutually agree to resolve any and all covered justiciable disputes between them exclusively through final and binding arbitration instead of a court or jury trial. This arbitration agreement requires the arbitration of any claims that Bolster or User may have against the other or against any of their:

• officers, directors, employees, or agents in their capacity as such or otherwise,

• direct or indirect parents and subsidiaries, and

• affiliates, agents, successors or assigns,

• each and all of which may enforce this arbitration agreement as direct or third-party beneficiaries.

• This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and applies to any and all claims or controversies, past, present or future, arising out of or relating to these Terms, this arbitration agreement, Member’s independent contractor classification, Member’s provision of Services, User’s registration for and/or use of the Bolster platform, any payments made by User through the Website or arising out of or relating to the acceptance or performance of services arranged through the Website, the termination of these Member Terms, claims of harassment, retaliation, or discrimination, and all other aspects of a User’s relationship (or the termination of its relationship) with Bolster, whether arising under federal, state or local statutory and/or common law. User and Bolster agree that the mutual obligations contained in these Terms to arbitrate disputes provide adequate consideration for this arbitration agreement. If it is determined that the Federal Arbitration Act does not apply to any claims covered by this arbitration agreement the parties agree that the Indiana Uniform Arbitration Act applies to those claims, as Bolster has its principle place of business in Indiana. If it is determined that neither the Federal Arbitration Act nor the Indiana Uniform Arbitration Act applies, the parties agree that the law of the jurisdiction where the arbitration takes place will apply.

• 10.1.

  If either party initiates arbitration, the initiating party must notify the other party in writing via U.S. Mail, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include: (i) the name and address of the party seeking arbitration; (ii) a statement of the legal and factual basis of the claim; and (iii) a description of the remedy sought. Any demand for arbitration by User must be delivered to Bolster at 830 Massachusetts Ave, Suite 1500 Fl 3, Indianapolis, IN 46204. The arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration.

• 10.2.

  Class and Collective Action Waivers.Bolster and User mutually agree that by entering into this arbitration agreement, both waive their right to have any covered dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator will not have any authority to hear or arbitrate any class and/or collective claim (“Class Action Waiver”). Notwithstanding any other clause contained in this arbitration agreement or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is invalid, unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an Arbitrator. The Class Action Waiver will be severable from this arbitration agreement if (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is invalid, unenforceable, unconscionable, void, or voidable. In such case, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

• 10.3.

  Except as otherwise stated in this arbitration agreement, any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), subject to the following:

• (a)

  The arbitration shall be heard by one Arbitrator selected in accordance with the AAA Rules. Unless the parties agree otherwise, the Arbitrator shall be an attorney experienced in the law in the underlying dispute and licensed to practice law in the state in which the arbitration is convened or a former judge from any jurisdiction.

• (b)

  The location of the arbitration proceeding will be in New York City, NY, except as otherwise set forth herein or the parties agree otherwise.

• (c)

  Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that they will equally split all of the Arbitrator’s fees and costs. Each party will pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a claim that affords the prevailing party attorneys’ fees, the Arbitrator may award reasonable fees to the prevailing party as provided by law. If the law (including the common law) of the jurisdiction in which the arbitration is held requires a different allocation of arbitral fees and costs for this arbitration agreement to be enforceable, then such law will be followed, and any disputes in that regard will be resolved by the Arbitrator.

• (d)

  The Arbitrator is authorized to issue orders (including subpoenas to third parties in accordance with any applicable federal or state law) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.

• (e)

  Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party in his or her individual capacity is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.

• (f)

  Either party may file motions to dismiss and/or motions for summary judgment and the Arbitrator will apply the standards of the Federal Rules of Civil Procedure governing such motions.

• (g)

  The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the Arbitrator’s decision or award in any court having jurisdiction.

• (h)

  Either Bolster or User may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Section may be rendered ineffectual.

• (i)

  Regardless of any other terms of this arbitration agreement, nothing in this arbitration agreement prevents a party from making a report to or filing a claim or charge with a governmental agency, including without limitation, the Equal Employment Opportunity Commission, U.S. Department of Labor, National Labor Relations Board, Occupational Safety and Health Administration, or law enforcement agencies, and nothing in this arbitration agreement prevents the investigation by a government agency of any report, claim or charge otherwise covered by this arbitration agreement. Agreement. This arbitration agreement does not apply to any claim that may not be arbitrated as expressly provided by a federal statute.

• (j)

  Regardless of any other terms of this arbitration agreement, this arbitration agreement does not apply to: (1) disputes that an applicable federal statute expressly states cannot be arbitrated or subject to a predispute arbitration agreement; or (2) representative actions for civil penalties filed under the California Private Attorney General Act (“PAGA”) (but to the extent permitted by applicable law, any claim on User’s own behalf to recover unpaid wages must be arbitrated and is covered by this arbitration agreement.

• 10.4.

  The AAA Rules referenced herein may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com.

• 10.5.

  This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. If any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable. This arbitration agreement survives after the termination of these Terms and/or after User ceases any relationship with Bolster. Notwithstanding any contrary language, this arbitration agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by both User and an authorized representative of Bolster.

• 10.6.

  User may opt out from this arbitration agreement within 30 days after receiving this arbitration agreement by writing to Bolster at 830 Massachusetts Ave, Suite 1500 Fl 3, Indianapolis, IN 46204 or emailing legal@bolster.com. User must state that it is opting out of this arbitration agreement and provide its name and address. If User opts out of this arbitration agreement within the 30-day period, neither User nor Bolster will be required to arbitrate disputes and may instead litigate those disputes without regard to this arbitration agreement. Should User not opt out of this arbitration agreement within the 30-day period, User and Bolster shall be bound by the terms of this arbitration agreement. User has the right to consult with counsel of its choice concerning this arbitration agreement. User will not be subject to retaliation if it exercises its right to opt-out of this arbitration agreement.

• 11.

  Changes to these Terms.Bolster may revise and update these Terms from time to time at its sole discretion. All changes are effective immediately when Bolster posts them, and apply to all access to and use of the Services thereafter. However, any changes to the Governing Law will not apply to any disputes for which the parties have actual notice on or before the date the change is posted through the Services. User’s continued use of the Services following the posting of revised Terms means that User accepts and agrees to the changes. User is expected to check this page from time to time so it is aware of any changes, as the Terms are binding.

• 12.

  Governing Law/Entire Agreement.Other than the Arbitration Agreement and Class Action Waiver, which shall be governed by the laws described therein, these Terms will be construed in accordance with and governed by the laws of the State of New York and applicable U.S. federal laws, without regard to conflicts of laws provisions. These Terms, and any SOW, are the entire agreement between User and Bolster with respect to the subject matter set forth therein.

• 13.

  Signature.These Terms may be signed and are enforceable by electronic, digital, and facsimile signature, in addition to a wet signature.