These Keys2Work Web Site Terms of Use ("Terms of Use") explain a contractual agreement between Keys2Work, LLC ("Keys2Work", "we", "us", "our") and you, who agrees to these Terms of Use ("you", "your"), regarding your use of this web site ("Keys2Work Web Site") and activities and transactions conducted through the Keys2Work Web Site. You should print a copy of these Terms of Use for your records. Please note, however, that these Terms of Use may be updated and amended by us as provided herein.

Agreement with Terms of Use

By using the Keys2Work Web Site, you agree to the provisions contained in these Terms of Use which govern your use of Keys2Work's services. Generally, students and job seekers use Keys2Work as an "Associated Individual Member" and are associated with a Keys2Work sponsor or education organization that is responsible for any up front fees and use agreements. To become an "Associated Individual Member" you must be associated with a Keys2Work Sponsor (defined below), Training Organization (defined below), or School (defined below) and you must acknowledge your agreement with these Terms of Use on the Associated Individual Member registration screen(s). If you are not associated with a Keys2Work Sponsor (defined below) or orgnization, the general public can become an "Independent Individual Member" and are required pay an applicable access fee of [$60] (the "Access Fee") and to acknowledge your agreement with these Terms of Use on the Independent Individual Member registration screen(s). If you do not pay the Access Fee and accept these Terms of Use, you are not authorized to use the Keys2Work Web Site as an Independent Individual Member. Training Organization (defined below), or School (defined below) and you do not accept these Terms of Use, you are not authorized to use the Keys2Work Web Site as an Associated Individual Member. Visitors (defined below) to the Keys2Work Web Site are bound by these Terms of Use by visiting the Keys2Work Web Site.

If you have any questions about these Terms of Use, please contact us at webmaster@keys2work.com.

Users Of The Keys2Work Web Site

Keys2Work helps businesses identify the foundational skills needed in the workplace and communicates these needs to students, job seekers, schools, training providers and human services agencies. The Keys2Work Web Site provides a venue for users to (i) access news and information about the WorkKeys® testing program and WorkKeys® skill levels associated with WorkKeys® occupational profiles (WorkKeys® is a system of ACT™, Inc. WorkKeys® is a registered trademark of ACT, Inc. All WorkKeys® products and materials are copyrighted by ACT, Inc.); (ii) match an individual's skills with occupational profiles included in the Keys2Work database of occupations; (iii) post and/or review job openings; (iv) identify and download training resources for addressing skill deficiencies; (v) connect individuals with necessary skill levels to employers; (vi) obtain other career development related information; and (vii) create work readiness certificates. There are different types of users of Keys2Work:

1. Non-member "Visitors" are only able to review general information about Keys2Work and cannot access "member" areas of the Keys2Work Web Site. Visitors are bound by these Terms of Use by visiting the Keys2Work Web Site.
2. "Independent Individual Members" are individuals who, after registering on-line and paying an Access Fee (as detailed above), are provided with access to the Keys2Work Web Site for [five years]. Independent Individual Members can explore the profile matching career exploration system, create work readiness certificates and skill improvement plans on the Keys2Work Web Site. Independent Individual Members must acknowledge agreement with these Terms of Use on the Independent Individual Member registration screen(s).
3. "Associated Individual Members" are individuals associated with a Keys2Work Sponsor (defined below), Training Organization (defined below), or School (defined below) who, after registering are provided with access to the Keys2Work Web Site during the term of the agreement with Keys2Work of their associated Sponsor, Training Organization or School.
4. "Employers" are businesses (regardless of the type of entity) who use the Keys2Work Web Site to post information about their jobs.
5. "Education and Training Providers" are organizations that provide post secondary education and training opportunities for students and job seekers using the Keys2Work website.
6. "Sponsors" are entities that are permitted to access the Keys2Work Web Site and are provided with certain other information and benefits.
7. "Schools" are public or private high schools or other organizations providing career development programs whose students, teachers and counselors are permitted to access all Independent and Associated Individual Member areas of the Keys2Work Web Site. Prospective Sponsors, Training Organizations, Resource Providers and Schools can contact us at webmaster@keys2work.com for additional information. If you choose not to register as an Independent Individual Member or Associated Individual Member and remain only a Visitor, your use constitutes your automatic agreement to the applicable provisions in these Terms of Use.

Prohibited Activities

You may not use mass e-mailing routines, including without limitation "spam", chain mail and other unsolicited e-mail processes on the Keys2Work Web Site. You also agree not to use any macro, time bomb, cancelbot, viruses, trojan horses, worms or other such software, device or routine intended to improperly intercept or access any system or personal data in the Keys2Work Web Site or Data Base (defined below) or which otherwise damages the Keys2Work Web Site or Data Base.

Information Released To Keys2Work

As detailed in our Privacy Policy, a copy of which is posted (and updated from time to time) on the Keys2Work Web Site, information released to the Keys2Work Web Site is routinely transferred to third parties as part of the normal operation of the Keys2Work Web Site. By agreeing to these Terms of Use, you grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to this information but only in connection with our operation, promotion and maintenance of the Keys2Work Web Site. Any information which you release to the Keys2Work Web Site must not: (a) infringe any third party's rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; nor (c) be obscene, indecent or contain pornography. We do not endorse the information posted or content contained on the Keys2Work Web Site or the Keys2Work data base (the "Keys2Work Data Base") and we are not liable for any information posted on the Keys2Work Web Site, including but not limited to any information posted about you. We reserve the right, with respect to information released to the Keys2Work Web Site, to take all actions which we believe are appropriate in our sole discretion, to terminate the rights of users if such information is in violation of the prohibitions of this Section. Keys2Work is also not liable for content provided by third parties.

Linking

Keys2Work permits users to link to the Keys2Work Web Site subject to compliance with the following terms and conditions. A web site that links to the Keys2Work Web Site: (i) may link to, but not replicate, content contained in the Keys2Work Web Site; (ii) must not create a frame, border environment or browser around content contained in the Keys2Work Web Site; (iii) must not misrepresent our relationship with the Sponsor or present misleading or false information about us; (iv) must not use Keys2Work's logos or trade dress without prior written permission from us; (v) must not contain content that could be construed as obscene, libelous, defamatory, pornographic, or inappropriate for all ages or materials that would violate any laws; and (vi) must agree that the link may be removed at any time upon our request. The Keys2Work Web Site also contains links to third-party web sites not under the control or operation of Keys2Work. We provide links only as a convenience and do not endorse and are not responsible for the contents of any linked site or any link contained in a linked site.

Laws And Regulations

You must comply with all applicable laws, statutes, ordinances and regulations regarding: (i) use of the Keys2Work Web Site; and (ii) release of information to and retrieval of information from the Keys2Work Web Site and Keys2Work Data Base. To the extent that any applicable taxes apply to your use of the Keys2Work Web Site, you are responsible for the payment of such taxes.

Termination Of Use

We may immediately terminate any or all of your rights of use if you breach any of these Terms of Use, or if we are unable to verify or authenticate any information you release to us. You may terminate your rights as an Independent Individual Member or Associated Individual Member at any time by contacting us at webmaster@keys2work.com.

User Id's And Passwords

Your user ID and password should be maintained as confidential and should not be distributed or disclosed to third parties. It is your responsibility to notify us if you need to change or discontinue the user ID and password and you may do so by contacting us at webmaster@keys2work.com.

We recommend that you review our Privacy Policy which is part of these Terms of Use. If at any time you are not in compliance with the policy, we have the right to terminate your rights of use and access to the Keys2Work Web Site. Again, the normal operation of the Keys2Work Web Site involves the disclosure of information to third parties.

Ownership

The Keys2Work Web Site and Data Base and all intellectual property rights included in or related to the Keys2Work Web Site and Data Base (including but not limited to copyrights, trademarks and service marks), are owned or licensed by us, and all right, title and interest in the Keys2Work Web Site and the intellectual property rights remains with Keys2Work. You may not, and these Terms of Use do not give you permission to, reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the Keys2Work Web Site and Data Base. Certain content on the Keys2Work Web Site and in the Keys2Work Data Base may be licensed from third parties and all such third party content and all intellectual property rights related to the such content belong to the respective third parties. You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Keys2Work Web Site or its content.

Disclaimer Of Warranties

YOU USE THE KEYS2WORK WEB SITE AT YOUR OWN RISK. WE PROVIDE THE KEYS2WORK WEB SITE AND OUR SERVICES "AS IS", WHERE IS, AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE ALSO DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR SERVICES, AND OPERATION OF THE KEYS2WORK WEB SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.

Indemnification

We reserve the right to report any wrongdoing, if and when we become aware of it, to any applicable government agencies. You agree to indemnify, defend and hold us harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from your use of the Keys2Work Web Site, your breach of any provision of these Terms of Use and/or any intentional wrongdoing by you. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense at our own cost and expense.

Limitation Of Liability

In the event that you have a dispute with one or more users, you release us (and our agents and employees) from claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Keys2Work Web Site and Data Base or any such disputes. You waive the provisions of any state law limiting or prohibiting a general release. You shall be solely responsible for the release of your information to the Keys2Work Web Site and Data Base and we shall have no liability resulting from such release.

The Keys2Work Web Site and Data Base may be unavailable due to maintenance or other factors and we will have no liability for any such unavailability. We will also not have any liability for any loss of data, degraded data or errors in data resulting from non-deliveries, mis-deliveries or service interruptions caused by us, any third party acts or any other web host provider or the Internet infrastructure and network external to the Keys2Work Web Site.

IN NO EVENT SHALL KEYS2WORK BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL KEYS2WORK'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED $500.

The limitations of liability provided in these Terms of Use inure to the benefit of Keys2Work, our affiliates and to all of our respective officers, directors, employees, attorneys and agents.

No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms of Use between you and Keys2Work. These Terms of Use are an agreement between you and us and are not intended to be for the benefit of any third party. We are a site for the electronic exchange of information, and except as provided in a Keys2Work consulting agreement, we do not perform any activities on behalf of any Visitor, Independent or Associated Individual Member, Employer, Sponsor, School or Training Organization.

Notice

Except as explicitly stated otherwise or required by law, you shall provide any notices to Keys2Work by e-mail to us at webmaster@keys2work.com. We shall provide any notices to you by e-mail to the e-mail address you provided during your registration as an Independent or Associated Individual Member. E-mail notices will be deemed given within 12 hours of delivery by us.

Choice Of Laws; Consent To Jurisdiction

The Keys2Work Web Site (excluding linked sites) is operated by us from our offices within the Commonwealth of Pennsylvania, United States of America and can be accessed from all 50 states, as well as from other countries around the world. Any user who accesses the Keys2Work Web Site from locations other than the United States does so on such user's own initiative and are responsible for compliance with local laws. Keys2Work makes no representation that materials on the Keys2Work Web Site are appropriate or available for use locations other than the United States of America, and accessing them from territories where their contents are illegal is prohibited. You agree that these Terms of Use and your use of the Keys2Work Web Site shall be governed in all respects by the internal substantive laws of the Commonwealth of Pennsylvania, without regard to conflict of laws provisions. You also submit to jurisdiction and venue in the state and federal courts located in the Commonwealth of Pennsylvania, Allegheny County and further agree that any cause of action you may bring arising under your use of the Keys2Work Web Site shall be brought by you exclusively in a state or federal court located in the Commonwealth of Pennsylvania, Allegheny County.

Miscellaneous

Headings are for reference purposes only. If any provision of these Terms of Use, or any web pages or other documents incorporated by reference into these Terms of Use is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. In the event that Keys2Work fails to act with respect to a breach by you or others, such failure does not waive our right to act with respect to subsequent or similar breaches. These Terms of Use, and any web pages or other documents incorporated by reference, set forth the entire understanding and agreement between us with respect to the subject matter hereof.

Updates and Amendments

You may only amend these Terms of Use with a writing signed by both of us. We may amend these Terms of Use at any time by posting the amended Terms of Use on the Keys2Work Web Site.

BY USING THE KEYS2WORK WEB SITE AND/OR ACKNOWLEDGING ACCEPTANCE OF THESE TERMS OF USE ON THE INDEPENDENT OR ASSOCIATED INDIVIDUAL MEMBERS REGISTRATION SCREEN(S) YOU ACCEPT AND AGREE TO THESE TERMS OF USE.

WorkKeys® is a system of ACT, Inc. WorkKeys® is a registered trademark of ACT, Inc. All WorkKeys® products and materials are copyrighted by ACT, Inc. ACT is a trademark of ACT, Inc.

Copyright © 1999 Keys2Work, LLC