BOLSTER NETWORKS, INC.
Terms of Service - as of January 29, 2021
This Terms of Service (ToS) is between (“Client”), Executive members (“Members”), partner networks (“Partners”) and Bolster Networks, Inc., with its principal place of business at 830 Massachusetts Ave, Suite 1500 Fl 3, Indianapolis, IN 46204 (“Bolster”), as of January 29, 2021.
Purpose and Term.Bolster provides a network of executives (“Members”) interested in non-permanent work engagements and advisory relationships to interested corporations. Any party may terminate this agreement for convenience at any time.
Beta Program Definition.During the Beta program period, Client agrees to collaborate with Bolster on usage of its new platform and services, providing feedback and usage data to Bolster, at no cost to Client. Client agrees to engage Bolster to search for one or more executive hires, subject to payment per section 4. Bolster may engage subcontractors to provide part or all of its services to Client. Bolster makes no guarantee how, when or if Members will be engaged for advisory work, clients will secure advisors, or the outcome of any engagement.
Beta Members Definition.During the Beta period, Member agrees to provide usage data to Bolster and be included in the platform for non-permanent work opportunities. Member agrees that Bolster may update the Member’s profile on the Bolster platform from time to time to ensure accuracy from public sources like LinkedIn. Member will always have final control on what is on their platform profile.
Fees and Platform Terms.Base participation in the Beta Program is free. In addition:
If Client engages Bolster to source a flexible executive, Client agrees to pay Bolster fees as detailed in any quote or order agreed to by Client. Payments are due fourteen (14) days after receipt of any invoice.
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; provided, however, that Member shall not contract for services that would result in a material breach of this Agreement.
Non-Circumvention.Client agrees that they will not circumvent the required fees by using member profiles and information to contract with Members outside the Bolster relationship.
Client agrees that Bolster may use third-party platforms to engage with Members to ensure proper employment compliance and payments. In cases where Bolster uses this platform, Bolster will invoice Client and then pay Member on Client’s behalf. Bolster and/or its partner will provide payment and required tax forms.
Confidential Information.Both parties agree to exercise reasonable care to protect Confidential Information from unauthorized disclosure during the term of this agreement and for three (3) years thereafter. Confidential Information shall include (i) the terms of this Agreement and any SOW, (ii) Client Data, documents, files and data provided or obtained in performing the Services, (iii) Bolster’s software and “consoles” (including screen displays, functionality and user interfaces) to which Client 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.
Limitation of Liability.NEITHER PARTY’S AGGREGATE LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO BOLSTER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM.
Changes to these Terms of Service.Bolster may revise and update these Terms of Service from time to time at our sole discretion. All changes are effective immediately when we post 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. Your continued use of the Services following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Governing Law/Entire Agreement.This Agreement 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. This Agreement is the entire agreement between the parties with respect to the subject matter.