Terms of Service

The following terms and conditions (the “Agreement”) govern all use of the www.ZippyApp.com website and any mobile applications (together with the Site, the “Service”) provided to you by Talentral Corp. (“Talentral”). The Service is subject to your (the “User”) acceptance without modification of all of the terms and conditions contained herein.

BY USING OR ACCESSING ANY PART OF THE SERVICE, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU REPRESENT A BUSINESS CUSTOMER, YOUR ACCEPTANCE OF THIS AGREEMENT CONSTITUTES BINDING ACCEPTANCE BY THE BUSINESS CUSTOMER.

Talentral reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. User will be notified of such changes by email, account notification or a notice posted on the Service. User’s continued use of the Service following the posting of any changes to this Agreement constitutes acceptance of those changes; provided that, if User is a Business Customer, such changes will go into effect beginning at the start of User’s next subscription term.

User hereby certifies to Talentral that if User is an individual (i.e., not a corporation) User is at least 16 years of age. In jurisdictions where 16 is not the age of consent to contract, User represents and warrants that User has all necessary authorizations and permissions from an appropriate legal guardian. User also certifies that it is legally permitted to use the Service.

In the event user is using the Service as the employee or agent of an Business Customer that has a separate commercial agreement with Talentral for use of the Service and such agreement conflicts with this Agreement – such separate agreement shall control. This Agreement is void where prohibited by law, and the right to access and use the Service is revoked in such jurisdictions.

1.SCOPE.

This is what the Service is – and what we are allowing you to do.The Service is a neutral platform that allows job seekers (“Applicants”) to identify local businesses (“Business Customers”) that have posted employment opportunities (“Job Posting”) and apply for such jobs by submitting employment applications (“Applications”). As used in this Agreement, a “User” may be an “Applicant” or a “Business Customer” as applicable. Subject to the terms and conditions of this Agreement, User shall have a non-exclusive, non-transferrable, non-sublicensable to access the application from User’s computer or mobile device solely for the purposes for which the Service is provided.

2.RESTRICTIONS.

User shall not, nor permit anyone else to, directly or indirectly: (i) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Service (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (ii) modify or create derivatives of any part of the Service; (iii) rent, lease, or use the Service for timesharing or service bureau purposes; (iv) remove or obscure any proprietary notices on the Service; or (v) use the Service for any unlawful purpose. As between the parties, Talentral shall own all title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof. If User is an Applicant, User shall: (i) complete all Applications truthfully, accurately and completely, (ii) in the event any Application information becomes out-of-date or otherwise inaccurate, immediately update such information in the Service, and (iii) only submit Applications for jobs that User has a good faith interest in. Talentral and each Business Customer reserves the right to verify any information submitted by Applicant in connection with any Application. If User is a Business Customer, User shall: (i) ensure that all job posting are truthful, accurate and complete, (ii) in the event any job posting becomes out-of-date or otherwise inaccurate, immediately update such information in the Service, (iii) only post jobs that User has a good faith intention of offering to appropriate candidates and (iv) comply (at all times) with all employment and labor laws. In the event User submits any information to the Service, User represents and warrants that User the full right and authority to do so (without any infringement of, or conflict with, the rights of any third party).

3.USER CONTENT.

To the extent you submit content to the Service you must have the legal right to do so. We have the limited right to use the content just to provide you with the Service and engage in related activities.The Service may permit (i) Applicants to submit resumes, bios, Applications and other related information and (ii) Business Customer to submit job posting and other relates information (collectively, “User Submissions”). By submitting the User Submissions, User grants Talentral a limited license to store, transmit, copy and display the User Submissions as reasonably necessary to (i) provide the Service to its users, and (ii) promote and market the Service (including through its distribution and affiliate channels). User shall be solely responsible for User’s own User Submissions and the consequences of posting or publishing or sharing. User agrees that Talentral has no liability with respect to any User Submissions, including, without limitation, User’s own User Submissions, and User hereby irrevocably release Talentral and its officers and directors, employees, agents, representatives and affiliates, from any and all liability arising out of or relating to User Submissions or any part thereof. In connection with User’s User Submissions, User affirms, represents, and warrants that (and that User can and will demonstrate to Talentral’s full satisfaction upon its request that) the User Submissions do not violate any laws or regulations (such as employment related laws and regulations) – or violate the privacy rights, publicity rights, intellectual property rights, contract rights, or any other rights of any person or entity. Talentral reserves the right to decide whether a User Submissions is inappropriate or violates this Agreement. Talentral may remove User Submissions at any time – in its discretion – with or without notice.

4.GENERAL CONTENT.

You can use content on the Service only for purposes of using the Service for the purpose for which it is provided. User agrees that the Service contains information and other content specifically provided by Talentral or its partners and that such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Talentral in writing, User shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such content. However, Talentral hereby grants User a limited, revocable, non-sublicensable license to reproduce and display such content (excluding any software code); provided, that User retains all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any such content, including any materials or design elements on the Service, for any other purpose is strictly prohibited without the express prior written permission of Talentral.

5.FEES.

The Service is free for Applicants. Talentral charges Business Customers – as set forth in our FAQ (“Fees”). All Fees are charged on a subscription basis (“Subscription”). Business Customers may purchase various Subscription levels (please see our Plans and Services page). The Subscription level selected by Business Customer will determine the number of Job Postings it may display concurrently for a single Business Customer location (e.g. a branch or facility). Business Customer may purchase multiple Subscriptions within the same account, however Business Customer shall not upload Job Posting from multiple locations under the same Subscription. Each Subscription consists of an initial one (1) year period, for which there is a one-time charge, followed by recurring one (1) year periods with recurring charges (each initial and recurring period, a “Subscription Period”). Each Subscription allows Business Customer to (a) post Job Postings on the Service, (b) select Applicants for such positions, and (c) to review selected Applications. Each time Business Customer hires an Applicant (“Hired Applicant”) it shall promptly “tag” the Applicant as hired in Business Customer’s Service account. During a Subscription Period, Business Customer may upgrade to a higher level Subscription by paying the difference between the original Subscription level and the new Subscription level for the remainder of such Subscription Period. Business Customer shall pay Talentral for each Subscription in advance of the applicable Subscription Period. All payments are non-refundable and all Subscriptions are non-cancellable during the Subscription Period for such Subscription. Business Customer accepts responsibility for all recurring charges that occur prior to cancellation of a Subscription. Talentral uses a third-party payment processor (the “Payment Processor”) to bill Business Customer through a payment account linked to Business Customer’s Subscription on the Service (“Billing Account”). Business Customer shall pay all amounts due under this Agreement, through the Payment Processor. Business Customer authorizes Talentral, through the Payment Processor, to charge Business Customer’s chosen payment provider (“Payment Method”). Talentral reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. The terms of Business Customer’s payment will be based on its Payment Method and may be determined by agreements between Business Customer and the payment provider of the chosen Payment Method. Unless Business Customer opts out of auto-renewal, which must be done through Business Customer’s Service account settings at least fifteen (15) days before the then-current Subscription Period ends, all Subscriptions will be automatically extended for successive periods of one (1) year. If Business Customer terminates a Subscription, Business Customer may use the Subscription until the end of the then-current Subscription Period. Business Customer’s continued use of a Subscription constitutes confirmation that Talentral is authorized to charge Business Customer’s Payment Method for that Subscription. Business Customer’s charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected a Subscription. TALENTRAL MAY SUBMIT RECURRING CHARGES (E.G., YEARLY) WITHOUT FURTHER AUTHORIZATION FROM BUSINESS CUSTOMER, UNTIL BUSINESS CUSTOMER PROVIDES PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY TALENTRAL) THAT BUSINESS CUSTOMER HAS TERMINATED THIS AUTHORIZATION OR WISHES TO CHANGE ITS PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE TALENTRAL REASONABLY COULD ACT. TO TERMINATE BUSINESS CUSTOMER’S SUBSCRIPTION(S) OR CHANGE BUSINESS CUSTOMER’S PAYMENT METHOD, GO TO BUSINESS CUSTOMER’S ACCOUNT SETTINGS PAGE. Business Customer shall provide current, complete and accurate information for its Billing Account. Business Customer must promptly update all information to keep its Billing Account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and Business Customer must promptly notify Talentral and its Payment Processor if the Payment Method is canceled or if Business Customer becomes aware of a potential breach of security, such as the unauthorized disclosure or use of Business Customer’s user name or password. Changes to Business Customer’s Billing Account can be made at Business Customer’s account settings. If Business Customer fails to provide any of the foregoing information, Business Customer agrees that Talentral may continue charging for any use of Subscriptions under the Billing Account. Talentral has the right to verify Business Customer’s Payment Method prior to the end of a Subscription Period. If Business Customer’s Payment Method is no longer valid or rejected, Talentral shall notify Business Customer and Business Customer shall update its Billing Account and Payment Method at least thirty (30) days before the end of a Subscription Period; Business Customer’s failure to comply with the foregoing shall result in the immediate termination of the applicable Subscription. Business Customer may reinstate such terminated Subscription at Talentral’s sole discretion subject to additional fees. Any free trial or other promotion that provides access to a Subscription must be used within the specified time of the trial. Business Customer must stop using a Subscription before the end of the trial period in order to avoid being charged for that Subscription. If Business Customer cancels prior to the end of the trial period and is inadvertently charged for a Subscription, please contact Talentral at accounts@talentral.com. As between the parties, Business Customer is responsible for withholding, filing, paying and reporting all taxes, duties, and other governmental assessments associated with its activity in connection with the Service. Unpaid Fees are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all costs and expenses of collection. Please check our FAQ regularly for updates/changes to any Fees or payment methods.

6.APPLE TERMS.

If you downloaded any iOS app we may provide – these terms apply.In the event you are using the Service in connection with a device provided by Apple, Inc. (“Apple”), the following shall apply:

1. Both User and Talentral acknowledge that this Agreement is concluded between User and Talentral only, and not with Apple, and that Apple is not responsible for the Application or the Content;


2. The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Service for User’s private, personal, non-commercial use, subject to all the terms and conditions of this Agreement as they are applicable to the Service;


3. User will only use the Application in connection with an Apple device that User owns or controls;


4. ser acknowledges and agrees that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;


5. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, User may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to User will be to refund to you the purchase price, if any, of the Application;


6. User acknowledges and agrees that Talentral, and not Apple, is responsible for addressing any claims User or any third party may have in relation to the Application;


7. User acknowledges and agrees that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Talentral, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;


8. User represents and warrants that User is not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that User is not listed on any U.S. Government list of prohibited or restricted parties;


9. Both User and Talentral acknowledge and agree that, in User’s use of the Application, User will comply with any applicable third party terms of agreement which may affect or be affected by such use; and


10. Both User and Talentral acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that upon User’s acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third party beneficiary hereof.

7.DISPUTES BETWEEN APPLICANTS AND BUSINESS CUSTOMERS.

If you have a dispute with another user we are not responsible for liable.Applicant agrees that Talentral is not responsible for any complaints Applicant may have about any Business Customer. Business Customer agrees that that Talentral is not responsible for any complaints it may have about any Applicant. Any employment engagement between an Applicant and a Business Customer is an arrangement between only the applicable Applicant and Business Customer (i.e. Talentral is not a party to any such arrangement). The Service is simply a means of helping Applicants and Business Customers connect with each other. Talentral is not a job placement or recruiting agency. Because Talentral is not the agent of either Applicants or Business Customers, it will not act as an agent to any Applicant or Business Customer in connection with resolving any disputes between such participants related to or arising out of any transaction conducted via the Site or the Services. If you have a dispute with one or more users of the Site or Service, you hereby release Talentral (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” To the extent Talentral assists in the resolution of any dispute between any Applicant and any Business Customer, such assistance is only a courtesy and, therefore, User acknowledges that Talentral shall not be responsible or liable for such assistance or the results thereof.

8.REGISTRATION; SECURITY.

Create an account. Provide truthful info. Protect your password. Simple.As a condition to using the Service, User will be required to register with Talentral and select a password and User name (“Talentral User ID”). User shall provide Talentral with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User’s account. User may not (i) select or use as a Talentral User ID a name of another person with the intent to impersonate that person; or (ii) use as a Talentral User ID a name subject to any rights of a person other than User without appropriate authorization. Talentral reserves the right to refuse registration of, or cancel a Talentral User ID in its discretion. User shall be responsible for maintaining the confidentiality of User’s Talentral password and other account information.

9.INDEMNIFICATION.

You will compensate us if you do anything that injures us.User is responsible for all of User’s activity in connection with the Service. User shall defend, indemnify, and hold harmless Talentral, its affiliates and each of its, and its affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from User’s (i) access to or use of any of the Services, (ii) User Submissions, (iii) disputes with other Service users or any third parties (such as disputes between Applicants and Business Customers), or (iii) violation of this Agreement.

10.WARRANTY DISCLAIMER.

We disclaim all legal warranties with respect to the Service. THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TALENTRAL MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET USER’S REQUIREMENTS. TALENTRAL MAKES NO REPRESENTATIONS OR WARRANTIES TO ANY APPLICANT WITH RESPECT TO ANY JOB, JOB POSTING OR BUSINESS CUSTOMER. APPLICANT UNDERSTANDS AND ACKNOWLEDGES THAT TALENTRAL EXERCISES NO CONTROL OVER ANY BUSINESS CUSTOMER’S ACTIONS OR REPRESENTATIONS. TALENTRAL DOES NOT AUDIT, INSPECT, VET OR OTHERWISE EVALUATE ANY BUSINESS CUSTOMERS. TALENTRAL MAKES NO REPRESENTATIONS OR WARRANTIES TO ANY BUSINESS CUSTOMER WITH RESPECT TO THE FITNESS OR QUALIFICATIONS OR ANY APPLICANT. BUSINESS CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT TALENTRAL DOES NOT INTERVIEW APPLICANTS OR TAKE ANY ACTIONS TO OTHERWISE VERIFY THEIR FITNESS OR QUALIFICATIONS. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11.LIMITATION OF LIABILITY.

Our legal liability is limited in a number ways.IN NO EVENT SHALL TALENTRAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE APPLICATION: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00 (U.S.) (OR, IF USER IS PAYING TALENTRAL, THE AMOUNTS PAID TO TALENTRAL BY USER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES). TALENTRAL IS NOT LIABLE TO ANY APPLICANT FOR THE ACTS OR OMISSIONS OF ANY BUSINESS CUSTOMER (INCLUDING, WITHOUT LIMITATION, THEIR VIOLATION OF ANY LABOR OR EMPLOYMENT LAWS). TALENTRAL IS NOT LIABLE TO ANY BUSINESS CUSTOMER FOR THE ACTS OR OMISSIONS OF ANY APPLICANT (INCLUDING, WITHOUT LIMITATION, FOR ANY APPLICANT’S DECEIT, FRAUD, NEGLIGENCE, IMMIGRATION STATUS, OR LACK OF FITNESS FOR THE JOB POSITION THEY APPLY TO). THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

12.TERMINATION.

We can terminate at any time.Talentral may terminate User’s access to the Service at any time, with or without cause. Upon termination, User will no longer access (or attempt to access) the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, all payment obligations (both accrued and arising in the future), warranty disclaimers and limitations of liability.

13.PRIVACY.

We take privacy seriously so please check out our Privacy Policy!Talentral’s current Privacy Policy is incorporated by this reference. Talentral strongly urges User to review the Privacy Policy.

14.MISCELLANEOUS.

These are the rest of our terms. Stuff dealing with how this Agreement should be read, how we resolve disputes, what laws apply, etc.The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Talentral shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Talentral’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Talentral’s prior written consent. Talentral may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof, and the parties submit to the exclusive jurisdiction and venue of the state and Federal courts located in San Francisco, California. Notwithstanding the foregoing sentence, (but without limiting either party’s right to seek injunctive or other equitable relief immediately, at any time, in any court of competent jurisdiction), any disputes arising with respect to this Agreement shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in San Francisco, California using the English language. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Talentral in any respect whatsoever.