Boss & Associates, Inc. d/b/a/ Only the Keepers (“OTK”) hereby agrees to provide you with access to and the use of the Only the Keepers software and related services on the terms and conditions set forth herein.

ATTENTION: THE FOLLOWING TERMS OF SERVICE WILL BE LEGALLY BINDING UPON ACCEPTANCE OF THESE TERMS DURING THE REGISTRATION PROCESS. YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS OF SERVICE BEFORE ACCEPTING THE TERMS.

SECTION 1: DEFINITIONS

1.1. “Companies of Choice” refers to employers or organizations who are inducted based on key attributes and industry reputation.

1.2. “Keepers” refers to individuals who are inducted based on achievement, capabilities, character and industry reputation.

1.3. “Member” means a person who provides information to OTK or the Website or participates in the Service in any manner, whether such person uses the Services as a free member or a subscriber who purchases or accepts additional features, products or services we offer.

1.4. “Privacy Policy” means the OTK privacy policy, the current version of which is available at here.

1.5. “Reports” shall have the meaning set forth in Section 2.3.

1.6. "Services" means any services and access provided by OTK to the Users for use of the Software and the hosting and sharing of related User Data, as further described herein. In general, the Services are intended to provide an exclusive, select network for top talent and top companies and provide a method where (i) Keepers can upload information and create a profile regarding their employment history and achievements, (ii) Companies of Choice can be showcased, (iii) the information about Keepers and Companies of Choice can be reviewed, and (iv) Companies of Choice and Keepers can contact one another in their discretion.

1.7. "Software" means the computer programs or routines made available to the Users by OTK at onlythekeepers.com, and any other related domains or subdomains under the control of OTK.

1.8. “Terms” means these Terms of Service, as may be modified or amended by OTK pursuant to these Terms, and any documents incorporated herein by reference.

1.9. “User” shall mean any person or entity that uses the Services as provided in these Terms, including Keepers and Companies of Choice Members.

1.10. "User Data" means any data uploaded or entered by a User and hosted/stored by OTK during the term of these Terms.

1.11. “Website” shall mean using the Services by means of a computer, mobile device or mobile application.

SECTION 2: LICENSE; USES; OWNERSHIP

2.1. Grant of License. Subject to the performance of its obligations herein, OTK hereby grants to each User a worldwide, non-exclusive, non-transferable right to access and use the Services, solely for such User’s personal or commercial use related to sharing employment related information and for connecting potential Keepers and Companies of Choice as contemplated by these Terms.

2.2. Prohibited Actions. Users shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivative works based on the Services, (iii) copy, frame, or mirror any part or content of the Services, (iv) reverse engineer the Software or Services, (v) exploit any bugs to use the Software or Services for any purpose not provided herein or intended by OTK, (vi) use the Services to send unsolicited communications, or (vii) use or access the Services in order to build a competitive product or service, or copy any features, functions or graphics of the Services.

2.3. Ownership and Use of User Data. The Users shall be the sole and exclusive owners of the User Data. However, the Users hereby grant OTK a non-exclusive, worldwide, royalty-free, perpetual limited license in the User Data: (i) to provide the services incorporated into the Services and other related services requested by the User, including the sharing of identifiable information and contact information with other Users, (ii) to provide maintenance and support for the Services, (iii) analyze, summarize, aggregate, and otherwise consolidate User Data with similar data from other sources for the purpose of identifying trends, patterns, relationships, and to develop data aggregates, abstracts, reports, research, and other descriptions that do not include identifiable User information (“Reports”), (iv) to use and distribute Reports to third parties, (v) for any other use disclosed at the time of collection, (vi) to disclose such information when required to do so by applicable law, such as in response to a subpoena, and (vii) in any other manner consistent with the Privacy Policy. At all times, User Data will be treated in accordance with the Privacy Policy, which is incorporated by this reference into these Terms. The Privacy Policy is subject to change as provided therein.

2.4. Company of Choice Use of Keeper User Data. Each Company of Choice agrees that it will only use a Keeper’s User Data for the purposes contemplated by the Services, and shall not scrape or otherwise use such data to send unsolicited communications about matters unrelated to the potential engagement or employment of a Keeper.

2.5. Ownership of Intellectual Property. These Terms provide access to and use of the Services, Software, and provide hosting of all related User Data. However, these Terms do not constitute a sale of any title or interest in the Services or Software. The Services, Software, and all proprietary and intellectual property rights contained therein are expressly reserved to and shall remain the sole and exclusive property of OTK.

SECTION 3: SUBSCRIPTION FEES AND PAYMENT

3.1. ​Amount of Fees. You many register as a Member at no cost. Depending on Member type and status, as consideration for use of certain features and Services, User agrees to pay subscription fees to OTK as agreed to by such User at the time of purchase (the “Fees”). Unless otherwise agreed in writing, OTK reserves the right to prospectively modify and change the amount of Fees it charges for the use of a particular Service.

3.2. ​Billing and Payment. Each User agrees to pay OTK all Fees due hereunder at the time of purchase and such other times specified at the time of purchase. A User may direct OTK to electronically process all payments on the invoice using OTK’s online payment system to the extent available, and subject to the specific terms and conditions of such online payment system. OTK reserves the right to add or remove any particular payment processor or payment method. A User’s use of a particular payment processor is subject to the terms and conditions set forth by such permitted payment processor and may be changed by such payment processor from time to time.

3.3. ​Late Payments; Suspension of Services. In addition to any other remedies set forth herein, OTK reserves the right (i) to charge interest on any late payments at a rate of one and one-half percent per month and (ii) to suspend User’s use of the Services until such Fees are paid. Fees will continue to accrue during the period of such suspension unless the applicable subscription is terminated as provided herein.

3.4. ​Refunds. Except as set forth in Section 6.1, a User shall not be entitled to any refund of any Fees paid or that accrue or become payable prior to the termination of such User’s subscription period.

3.5 ​Taxes. User shall be responsible for any and all taxes related to the Fees charged hereunder, including but not limited to state and local sales, privilege, use, or excise taxes, but excluding taxes based on net income.

SECTION 4: OTK SERVICES; OBLIGATIONS

4.1. ​Support Services. OTK shall provide online support for the Services through its website and by email to admin@onlythekeepers.com. The Services and Software, like all software products, are continual works in process. OTK will determine whether and when to correct reproducible errors by considering the number of Users affected and the effect of the error on the Service’s overall performance, all in its sole and absolute discretion. OTK has no obligation to provide support under these Terms if support is required due to: (a) improper use or failure of other software or systems not covered under these Terms, (b) failure of User’s computer hardware and/or related systems, (c) any upgrade/update for existing User Data files or other third party software services required in relation to the installation of a Software update provided under these Terms, (d) the migration of existing User Data files to the Software, or any services required in relation to the installation of or update to any other software or systems which are not part of the Software, or (e) accident, neglect or “Acts of God”.

4.2. ​Availability of Services. OTK shall use commercially reasonable efforts to make the Services available to customers, but makes not uptime or availability guarantee.

4.3. ​Security. The Users acknowledge that OTK uses third party data centers and hosting services to store the User Data. All facilities used to store and process User Data will adhere to reasonable security standards no less protective than the security standards at facilities where OTK stores and processes its own information of a similar type. All such facilities are required to implement at least industry standard systems and procedures to ensure the security and confidentiality of User Data, protect against anticipated threats or hazards to the security or integrity of User Data, and protect against unauthorized access to or use of User Data.

4.4. ​Data Confidentiality. OTK will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of User Data. Except to the extent permitted by these Terms, OTK will not (a) modify User Data, (b) disclose User Data except as compelled by law or as expressly permitted in writing by the User, or (c) access User Data except to provide the Services, prevent or address service or technical problems, at User’s request in connection with customer support matters, or as otherwise permitted by these Terms and the Privacy Policy. We will disclose User Data if compelled by law to do so, but, if possible, User will be provided reasonable notification of such compelled disclosure (to the extent legally permitted) and reasonable non-financial assistance if the User wishes to contest the disclosure.

SECTION 5: USER OBLIGATIONS

5.1. ​Notice of Malfunctions. A User shall notify OTK of any Software malfunction for which the User desires support services and shall provide OTK with complete information concerning the malfunction.

5.2. ​No Unauthorized Use. The Users will use all commercially reasonable efforts to prevent unauthorized use of the Service, and to terminate any unauthorized use. The Users will promptly notify OTK of any unauthorized use of, or access to, the Services of which it becomes aware, and will cooperate with OTK to prevent or minimize such misuse. The Users agree they will not (a) make the Services available to anyone other than authorized users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, or (d) use the Services to store or transmit malicious code. The Users hereby agree to not disable, circumvent, or bypass computer programming, firewalls, security programs, encryption files, or other tools employed to prevent unauthorized access.

5.3. ​Protection of Trade Secrets; Confidentiality. The Users acknowledge that the Software and Services contain trade secrets owned by OTK, including the specific design, structure, and logic of the individual programs, and their interactions, in addition to certain other information that is confidential and proprietary. The Users agree to keep the Software in strict confidence and to use the Software, trade secrets, and confidential and proprietary information contained therein solely pursuant to the terms of these Terms. Notwithstanding anything to the contrary herein, the Users shall not be prohibited from using or disclosing information which is already available to the public as of the date of these Terms or becomes publicly available through no fault of the User, or its employees or agents, or is already known to such User as shown by pre-dated written records.

5.4. ​Your Interaction with Other Members. Each User is solely responsible for his or her interactions with other Users of the Services. You understand that OTK does not actively monitor communications between Users.

SECTION 6: LIMITED WARRANTY, DISCLAIMER OF OTHER WARRANTIES, AND LIMITATION OF LIABILITY

6.1. ​Limited Warranty. OTK warrants to the Users that, for a period of 30 days from the date the Services are purchased by such User, the Services will perform substantially in accordance with the specifications set forth in these Terms and on the OTK website. If the User does not believe that the Services have performed as promised, such User may request a refund by emailing [EMAIL] so long as such refund is requested by the end of such 30 day period. Except as described in the preceding sentences of this section, the Services are licensed “AS-IS” without any warranty or other services from OTK, and each User hereby agrees that its sole and exclusive remedy under these Terms shall be expressly limited to the support provided herein.

6.2. ​ Limitation of Liability. Each User agrees that OTK's liability, if any, arising in any way out of or in connection with the access to, use or performance of the Services or the breach of these Terms, shall not exceed the amounts previously paid by such User to OTK for the use of the Services in the six (6) months prior to the asserted breach.

6.3. ​Screening and Accuracy of Information. The provision of the Services relies upon the accuracy of information provided by the Users and the independent judgment of the parties that screen the Members information as part of the Services. Under no circumstances shall OTK be liable to any party, in any manner, for (i) the accuracy of any information provided by any Users, (ii) the decision of any screener to allow or disallow a Keeper to use the Services, and (iii) the decision of any Company of Choice to hire or not hire any Keeper. OTK merely provides a forum for exposure and opportunity through introduction, networking, collaboration and sharing data; it does not make any guarantee regarding the outcome or value of the Services to the Users.

6.4. ​LIMITED WARRANTY. THE EXPRESS WARRANTIES PROVIDED IN SECTION 6.1 ARE THE SOLE LIMITED WARRANTIES MADE BY OTK. OTK MAKES AND THE USERS RECEIVE NO OTHER WARRANTY WHETHER WRITTEN, ORAL, EXPRESSED, IMPLIED, OR STATUTORY EXCEPT AS STATED IN THESE TERMS. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. OTK SHALL NOT IN ANY CASE BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT OR OTHER SIMILAR DAMAGES INCURRED BY ANY PERSON, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH CLAIMS.

SECTION 7: INDEMNIFICATION

7.1. ​Notice of Claims. The Users shall notify OTK immediately upon learning of any threatened or asserted claim that its use of or access to the Services infringes patents, copyrights, trademarks, trade secrets, or other intellectual property rights of any third party.

7.2. ​ Indemnification of OTK. Each User agrees to indemnify, defend, and hold harmless OTK from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding the ownership of User Data or regarding such User’s use of the Services in violation of these Terms.

SECTION 8: TERM

8.1. ​ Term of these Terms. These Terms shall take effect upon acceptance by the User pursuant to the on-line registration process and shall remain effective for so long as such is using the Services, and shall govern any disputes arising from or related to the use of the Services.

8.2​ Length of Subscriptions. Paid subscriptions will continue indefinitely until cancelled by the User. After the initial subscription commitment period, and again after any subsequent subscription period, subscriptions will automatically continue for an additional equivalent period, at the then current subscription price (unless otherwise agreed in writing by the parties). You understand and agree that your account will be subject to this automatic renewal feature. If you do not wish your account to renew automatically, or if you want to change or terminate your subscription, please send written notice to admin@onlythekeepers.com. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

SECTION 9: MISCELLANEOUS

9.1. ​ Merger; No Waiver; Severability. These Terms constitute the complete and exclusive agreement between OTK and the Users and supersede any prior Terms, either written or oral. If OTK or the Users fail to exercise any rights hereunder, it shall not constitute a waiver of such rights. The waiver of any breach or default under these Terms shall not constitute the waiver of any subsequent breach or default. If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions of these Terms shall continue to be valid and enforceable. Headings and organization of the Terms are solely for convenience of the parties and do not constitute a part of the Terms for any other purpose.

9.2. ​Force Majeure. OTK shall not be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, supplier delay or other causes beyond OTK's reasonable control.

9.3. ​ Choice of Law; Venue. These Terms shall be governed under the laws of Iowa excepting its conflict of laws provisions. The parties expressly agree that the state and federal courts situated in Des Moines, Polk County, Iowa shall have non-exclusive jurisdiction and venue to hear all disputes arising from or related to these Terms, the Software, or the Services.

9.4. ​Assignment. Any assignment of these Terms by either party, without the prior written consent of the other, shall be null and void and of no effect and constitute a material breach of these Terms.

9.5. ​Notices. Any notice provided pursuant to these Terms shall be in writing and delivered by email to admin@onlythekeepers.com for OTK or the email address provided during registration for the User.

9.6.​ Amendments. These Terms may be amended by OTK at any time by providing notice to the Users of such amendment. Continued use of the Services more than 30 days after such notice is delivered shall be deemed to be acceptance of any such amendment.