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 Canary Hiring Technologies, LLC and its subsidiary Talentral Corp. aka ZippyApp (collectively, "ZippyApp"). 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.

ZippyApp 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.

User hereby certifies to ZippyApp 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.

1. Scope

The Service is a neutral platform that allows job seekers ("Applicants") to identify local businesses ("Business Customers") that have posted employment opportunities ("Job Postings") and apply for such jobs by submitting employment applications ("Applications"). Subject to the terms and conditions of this Agreement, User shall have a non-exclusive, non- transferable, non-sublicensable right 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; (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, ZippyApp 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.

If User is a Business Customer, User shall: (i) ensure that all job postings 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.

3. User Content

The Service may permit (i) Applicants to submit resumes, bios, Applications, and other related information and (ii) Business Customers to submit job postings and other related information (collectively, "User Submissions"). By submitting User Submissions, User grants ZippyApp 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, publishing, or sharing. User agrees that ZippyApp has no liability with respect to any User Submissions, and User hereby irrevocably releases ZippyApp and its officers, directors, employees, agents, representatives, and affiliates from any and all liability arising out of or relating to User Submissions or any part thereof.

4. General Content

User agrees that the Service contains information and other content specifically provided by ZippyApp 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 ZippyApp 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.

5. Fees

The Service is free for Applicants. ZippyApp 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. The Subscription level selected by Business Customer will determine the number of Job Postings it may display concurrently for a single Business Customer location. 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.

All payments are non-refundable and all Subscriptions are non-cancellable during the Subscription Period. Unless Business Customer opts out of auto-renewal 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.

ZippyApp uses a third-party payment processor (the "Payment Processor") to bill Business Customers. Business Customer authorizes ZippyApp, through the Payment Processor, to charge Business Customer's chosen payment method. ZippyApp RESERVES THE RIGHT TO SUBMIT RECURRING CHARGES WITHOUT FURTHER AUTHORIZATION FROM BUSINESS CUSTOMER, UNTIL BUSINESS CUSTOMER PROVIDES PRIOR WRITTEN NOTICE OF TERMINATION OR CHANGE OF PAYMENT METHOD.

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.

6. Apple Terms

In the event you are using the Service in connection with a device provided by Apple, Inc. ("Apple"), both User and ZippyApp acknowledge that this Agreement is concluded between User and ZippyApp only, and not with Apple, and that Apple is not responsible for the Application or the Content.

7. Disputes Between Applicants and Business Customers

ZippyApp is not responsible for any complaints Applicants may have about any Business Customer, or any complaints Business Customers may have about any Applicant. Any employment engagement between an Applicant and a Business Customer is an arrangement solely between the applicable Applicant and Business Customer. ZippyApp is not a job placement or recruiting agency.

If you have a dispute with one or more users of the Site or Service, you hereby release ZippyApp (and its officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages of every kind and nature arising out of or in any way connected with such disputes.

8. Registration; Security

As a condition to using the Service, User will be required to register with ZippyApp and select a password and username ("ZippyApp User ID"). User shall provide ZippyApp with accurate, complete, and updated registration information. User shall be responsible for maintaining the confidentiality of User's ZippyApp password and other account information.

9. Indemnification

User shall defend, indemnify, and hold harmless ZippyApp, 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, or (iv) violation of this Agreement.

10. Warranty Disclaimer

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. ZIPPYAPP 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.

11. Limitation of Liability

IN NO EVENT SHALL ZIPPYAPP, 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 ZIPPYAPP, THE AMOUNTS PAID TO ZIPPYAPP BY USER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES.

12. Termination

ZippyApp 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, warranty disclaimers, and limitations of liability.

13. Privacy

ZippyApp's current Privacy Policy and Data Policy are incorporated by this reference. ZippyApp strongly urges User to review these policies.

14. Miscellaneous

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. 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 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. 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 ZippyApp in any respect whatsoever.