Employer Terms of Use

Last Updated: October 2022

THANK YOU FOR CHOOSING THE GIGAROO APP!

THESE TERMS OF USE (THESE “TERMS”) DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES AND GOVERN THE USE OF THE APP AND CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN GIGAROO INC. (“GIGAROO,” “WE,” “OUR,” OR “US”) AND THE LEGAL ENTITY ON BEHALF OF WHICH YOU ARE ACTING (“EMPLOYER” OR “YOU”). BY DOWNLOADING, CLICKING “ACCEPT” (OR SIMILAR BUTTON OR CHECKBOX) ACCESSING OR USING THE APP, YOU CONFIRM THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.

Gigaroo is the owner of a proprietary matching technology that assists the matching of individuals seeking employment (“Job Seekers”) to employers. Gigaroo permits employers to access the Gigaroo mobile application (the “App”) to post job listings, job requirements, and other information, including, without limitation, standard salaries, standard tipping percentage, working time, and shift work schedules, and allows Job Seekers to access the App and store certain personal and resume-related information for easy sharing with employers and job recruiters. Gigaroo enables Job Seekers to submit applications to employers through job postings and employers to invite Job Seekers to job interviews.

1. Services

• 1.1. Access to the Services. The App’s features and services available to you (the “Services”), the applicable use metrics and the associated fees will be based on the subscription package offered by Gigaroo (the “Subscription Plan”) which you purchase. Subject to these Terms and the payment of applicable Fees, during the Subscription Term you may access and use the App and Services for your internal business use, subject to the use metrics or scope of use specified in the applicable Subscription Plan and in accordance with these Terms. The rights granted to you in this Section are non-exclusive, non-sublicensable and non-transferable. To use the Services you must create an account by completing the registration process in the App. You are responsible for keeping the password and account access details secure and confidential at all times. You are solely responsible for any and all actions taken by your employees, agents, representatives or other using your accounts and passwords.
• 1.2. Subscription Cycle. Your subscription to the Services starts on the date that you sign up for a Subscription Plan and submit payment via a valid payment method. The Gigaroo subscription cycle is one month in length, and will automatically renew for subsequent monthly periods on the same date each month (the “Subscription Term”), unless you choose to terminate your subscription through the App’s dashboard at least one (1) day prior to the subscription renewal date or we terminate your account for any reason upon notice to you. Any such termination will be effective upon the end of the then-current monthly Subscription Term.
• 1.3. Updates. Company may from time to time provide upgrades, updates, or other modifications, improvements, enhancement or customization to or of the App and Services (“Updates”), but shall not be under any obligation to do so. All references in this Agreement to the App and Services will be deemed to include any Update.
• 1.4. Changes to the Services. From time to time, in order to provide improved customer experience, we may update and/or change any part of the App or Services, including its features, functions, layout and design. Subject to our obligation to make the Services available to you during your existing Subscription Term, we may discontinue the Services or any portion or feature of the Services for any reason at any time.
• 1.5. Information Provided by Gigaroo. We may provide certain information and content to you and/or to Job Seekers for informational purposes only. For example, we may provide data regarding estimated salaries for a given job listing, estimated or actual number of applies to a job listing, or the likelihood that a particular event will occur such as being selected for an interview. Gigaroo may also display publicly available information about employers. Such estimates and information are provided by Gigaroo without warranty and Gigaroo assumes no responsibility, and disclaims all warranties and liability for any such estimates or content.
• 1.6. Compliance. You will be solely responsible for ensuring that your use of the App and Services, as well as provision of Employer Data through the App, complies with all employment, data protection, privacy and other applicable laws, rules and regulations, including, without limitation, with respect to: (a) the application questions and other materials included or used in connection with the job listings submitted by you or on your behalf through the Services; (b) materials, tools and technology used by you in screening or making hiring decisions regarding Job Seekers; and (c) your other hiring practices, including, without limitation, the use of any results of any application questions, screening or assessment Services provided hereunder. Further, you will not use the Services, to discriminate against candidates or current employees in violation of any federal, state or local employment or other applicable laws or regulations.
• 1.7. Support. For further information relating to these terms, or to report a problem regarding the App or Services, please contact us at info@gigarooapp.com. We will use commercially reasonable efforts to respond to all inquiries within one (1) business day.
• 1.8. Beta Features. We may from time to time make available, in “beta” mode, new versions of the App and/or new Services that are still undergoing internal development and testing (each, a “Beta Feature”). Beta Features may be time-limited, feature-limited, and/or functionality-limited. We may also decide to only make a Beta Feature available to a closed list of customers or users. If we make a Beta Feature available to you, you may use it on the following conditions: (a) only for evaluation purposes; (b) in compliance with any specific guidelines issued by us in respect of the Beta Feature, which may include a requirement that Guest provide Feedback and participate in surveys about the Beta Feature; and (c) not publicize the fact that there is a Beta Feature. For the avoidance of doubt, the usage restrictions and the disclaimers contained in this Agreement will also apply to Beta Features.

2. Fees

• 2.1. Fees. In consideration of the Services, you will pay Gigaroo the monthly fees applicable to your Subscription Plan, as specified in the pricing schedule made available through the dashboard on the App (the “Fees”). Gigaroo may change the Fees from time to time at Gigaroo’s sole discretion. Any changes to the Fees will apply as of the subsequent month under your Subscription Plan. All Fees are non-refundable.
• 2.2. Payment. When you open an account, you must provide a current, valid and accepted method of payment to use the Services. You may edit your payment method information in your account settings. Gigaroo charges the Fees through third-party payment processors (e.g., Stripe.com) (the “Payment Processor”). Payments of Fees will be subject to the terms, conditions and privacy policies of the applicable Payment Processor. Gigaroo is not responsible for any error by the Payment Processor. You authorize Gigaroo to bill your payment instrument in advance on a recurring basis in accordance with your Subscription Plan, until your subscription is terminated. In the event your subscription began on a day not contained in a given month, we may bill your payment method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your subscription on January 31, your next payment date is likely to be February 28, and your payment method would be billed on that date. If any charges are not received from you by the due date, Gigaroo may, without limiting its other rights and remedies, suspend your access to any Services. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your payment method information or cancel your account, you remain responsible for any uncollected amounts and authorize us to continue billing the payment method, as it may be updated. This may result in a change to your payment billing dates.
• 2.3. Taxes. The Fees are exclusive of any applicable taxes. You are responsible for the payment of all applicable taxes related to the Services, except taxes on Gigaroo’s income.

• 3.1. Ownership of App and Services. Gigaroo owns and will retain all right, title and interest, including all intellectual property rights in and to that App and Services, including all underlying software, algorithms, inventions and technology, and any and all revisions, corrections, modifications, translations, improvements, enhancements and updates thereof.
• 3.2. Usage Restrictions. You shall not (and shall not permit any user or third party to): (a) attempt to hack, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms or technology included in, the App, Services or any part thereof for any purpose; (b) represent that it possesses any proprietary interest in App, Service, or any part or derivative thereof; (c) directly or indirectly, take any action to contest Gigaroo’s intellectual property rights or infringe them in any way; (d) except as specifically permitted in writing by Gigaroo, use the name, trademarks, trade names and logos of Gigaroo; (e) copy any features, functions or graphics of the App, or create derivative works of the App, or use the App or Services to build a competitive product or service; (f) remove the copyright, trademark and other proprietary notices contained on or in the App or Services; and (g) except with Gigaroo’s prior written permission, publish any performance or benchmark tests or analysis relating to App or Services.
• 3.3. Employer Data; Usage Data. You acknowledges that Gigaroo will have access to data and materials submitted, uploaded or stored by you through the Services (the “Employer Data”) and that Gigaroo will further collect and analyze usage, telemetry and other data relating to the manner in which you use the App and Services and the performance of various aspects of the App and Services (“Usage Data”). All Employer Data uploaded to the App by you will remain exclusively owned by you. You acknowledge and agree that Gigaroo will have the right to: (a) use, reproduce, analyze and prepare derivative works of the Employer Data in order to make the Services available to you during the Subscription Term, and (ii) during and after the Subscription Term, use Usage Data, as well as Employer Data in aggregated or other de-identified form that does not identify you as the source of the Employer Data, to improve and enhance the App and Services and for other development, diagnostic and corrective purposes in connection with the App and Services and other Gigaroo offerings, all subject to Gigaroo’s compliance with applicable law and privacy regulations. Gigaroo may use various third party analytics tools in performing the above.
• 3.4. PII. To the extent you submit to Gigaroo any personally identifiable information (“PII”), the terms of Gigaroo’s privacy policy (available at https://gigarooapp.com/privacy-policy.html) (the “Privacy Policy”), which is incorporated herein by reference and hereby accepted by you, will apply. Any collection, transfer or processing of PII in connection with these Terms or through the Services will be in accordance with any applicable data processing laws and regulations, and subject to the Privacy Policy.
• 3.5. Feedback. If you provide us with any ideas, suggestions, or similar feedback about performance of the App or Services and/or for improving the App or Services (“Feedback”), you hereby grant us and our affiliates a worldwide, a perpetual, irrevocable, royalty-free and fully paid-up right to use and exploit all Feedback in connection with Gigaroo’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the App and Services.

4. Termination

• 4.1. Termination. We may restrict, suspend or terminate your account if you abuse or misuse our App or Services, infringe any intellectual property rights, use the App or Services for any purpose or in any manner that is prohibited by these Terms or by applicable law or engage in any other behavior that we, in our sole discretion, deem contrary to the purpose of the App or Services.
• 4.2. Effect of Termination. Upon any expiration or termination of these Terms, you will immediately cease use of the App and any Services. Any provision that by its nature should survive termination or expiration of these Terms does survive, including, without limitation, the following Sections: ‎3 (Proprietary Rights), ‎4.2 (Effect of Termination, ‎5.4 (Disclaimer), ‎6.1 (Confidentiality), ‎7 (Limitation of Liability), ‎8 (Indemnification), ‎9 (General).

5. Warranties; Disclaimers

• 5.1. By Employer. You represents, warrants and covenants that (a) the person entering into these Terms has the legal authority to bind Employer; (b) you are an employer interested in considering Job Seekers for employment; (c) you own and otherwise have all rights and authority (and any applicable consents required by law or contract) as necessary to make the Employer Data available to Gigaroo and to use and process Employer Data with the App and Services in accordance with these Terms and applicable law; and (d) none of the Employer Data violates any third party’s intellectual property or other right.
• 5.2. By Gigaroo. Gigaroo represents, warrants and covenants that during the applicable Subscription Term the App and Services will function substantially in accordance with Gigaroo’s standard end-user documentation, as generally made available to its customers. Gigaroo’s sole liability for any breach of this warranty will be for Gigaroo to use reasonable commercial efforts to remedy any such non-conformance, at no charge to you. For any breach of a warranty above, your exclusive remedy will be to cease using the Services.
• 5.3. Third Party Services. You acknowledge and agrees that the App and Services may operate with or using other services or application programming interfaces (APIs) operated or provided by third parties (including, for example, third party authentication and payment tools) (“Third Party Services”). Gigaroo does not make any representations or warranties with respect to, and will have no liability for, any Third Party Services. Any exchange of data or other interaction between you and a third party provider is solely between you and such third party provider and is governed by such third party’s terms and conditions.
• 5.4. Disclaimer. GIGAROO DOES NOT MAKE ANY WARRANTY THAT THE APP OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT ALL ERRORS WILL BE CORRECTED OR THAT IT WILL MEET YOUR REQUIREMENTS; NOR DOES IT MAKE ANY WARRANTIES REGARDING THE ANY JOB SEEKERS OR THEIR PERFORMANCE OR BEHAVIOR. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE APP AND SERVICES ARE PROVIDED “AS-IS” AND GIGAROO HEREBY DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE APP AND SERVICES AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NON-INFRINGEMENT. Gigaroo highly recommends that you conduct background checks on Job Seekers (to the extent permitted by applicable law) according to your requirements before inviting them to job interviews or hiring them.

6. Confidentiality; Security

• 6.1. Confidentiality. You may have access to certain non-public and/or proprietary information of Gigaroo, including, without limitation, information related to the App, Services, or other products, software, technology, data, know-how, or business of Gigaroo, whether written or oral, and any such other information that would reasonably be understood to be confidential, proprietary, or competitively sensitive given the nature of the information or material, or the circumstances surrounding its disclosure, regardless of the manner in which it is furnished (“Confidential Information”). You agree to take all necessary measures, at least as protective as those taken to protect your own confidential information, but in no event less than reasonable care, to protect Gigaroo’s Confidential Information from disclosure to any third party. You shall not use or disclose any Confidential Information you obtain from Gigaroo or otherwise receive or access via the App or Services, except as expressly permitted under this Agreement or applicable law. All right, title and interest in and to Confidential Information are and will remain the sole and exclusive property of Gigaroo. Upon any termination or expiration of this Agreement, you shall return to Gigaroo, or permanently delete, any and all Confidential Information and all copies thereof in your possession or control.
• 6.2. Security. Gigaroo’s Services and all Employer Data submitted via the Services are hosted by Gigaroo in AWS’ servers in the United States and protected by AWS in accordance with AWS’ physical, technical and administrative security measures and protocols. You shall not upload or send though the App or Services material or data that contains any highly confidential personal information, such as bank account or credit card information, online account information, social security numbers, or other categories of data subject to special breach notification requirements.

7. Limitation of Liability

ANY JOB OFFER YOU MAKE OR WORK YOU PROVIDE AS A RESULT OF YOUR USE OF THE SERVICES, ANY INTERACTIONS YOU MAY HAVE WITH JOB SEEKERS, AND ANY DISPUTES, TERMS, CONDITIONS OR REPRESENTATIONS ASSOCIATED WITH SUCH ACTIVITY, ARE SOLELY BETWEEN YOU AND THE APPLICABLE JOB SEEKER. GIGAROO WILL HAVE NO LIABILITY, OBLIGATION OR RESPONSIBILITY FOR ANY INTERACTION OR TRANSACTION BETWEEN YOU AND ANY JOB SEEKER. WE DO NOT ASSUME ANY RESPONSIBILITY FOR THE CONFIRMATION OF ANY JOB SEEKER’S IDENTITY OR OTHER DETAILS. IN NO EVENT WILL GIGAROO BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING EMPLOYER DATA AND INFORMATION RELATING TO JOB SEEKERS), COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT GIGAROO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, GIGAROO’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE LOWER OF (I) THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU TO GIGAROO DURING THE 12 MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES, AND (II) $500.

8. Indemnification

• 8.1. Employer Indemnity. You agree to defend (at Gigaroo’s request), indemnify and hold harmless Gigaroo and its affiliates, and their respective employees, officers and directors, from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) any activity in which you engage in or through our App or Services; (b) your use of the App or Services in a manner not authorized by these Terms; (b) violation of applicable law, rule or regulation by you; or (c) alleged infringement or violation of any third party rights by any Employer Data or its submission to Gigaroo. Gigaroo reserves the right, at it own expense, to assume the exclusive defense and control of any claim subject to indemnification by you (without limiting your indemnification obligations) and you agree to cooperate with our defense of such claim. If the defense or settlement is assumed by you, we may at any time thereafter elect to take over control of the defense and settlement of the claim. You must not settle any claim that you are defending on behalf of Gigaroo without Gigaroo’s prior written consent.
• 8.2. Gigaroo Indemnity. We will defend you against any claim brought against you by a third party alleging that the Services when used as authorized under these Terms, infringe the third-party’s U.S. patent, copyright or trademark, or misappropriates its party trade secret (an “Infringement Claim”), and we will indemnify you against any damages and costs (including reasonable attorneys’ fees) finally awarded on the Infringement Claim by a court of competent jurisdiction or agreed to via settlement executed by us, provided that we have received from you: (a) prompt written notice of the Infringement Claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the Infringement Claim; and (c) the exclusive right to control and direct the investigation, defense and settlement of the Infringement Claim. Our indemnification obligations above do not apply: (1) if the Services are modified by any party other than us, if the alleged infringement is caused by such modification; (2) if the Services are used in combination with any non-Gigaroo product, software, service or hardware, but solely to the extent the alleged infringement is caused by such combination; (3) to unauthorized use of the Services; (4) to any Infringement Claim arising as a result of (A) Employer Data or circumstances covered by your indemnification obligations in Section 8.1 (Employer Indemnity) or (B) any third-party components contained in the Services; or (5) if you settle or make any admissions with respect to an Infringement Claim without our prior written consent. This Section 8.2 states our sole liability and your exclusive remedy for any infringement of intellectual property rights in connection with the Services or other items we provide under these Terms.

9. General

• 9.1. Changes to these Terms. We may modify the terms and conditions of these Terms from time to time, with notice to you or by posting the modified Terms in the App or on our website. Modifications to these Terms will take effect at the next renewal of your Subscription Term and will automatically apply as of the renewal date unless you elect not to renew. Notwithstanding the foregoing, in some cases (e.g., to address compliance with laws, or as necessary for new features) we may specify that such modifications become effective during your then-current Subscription Term. If the effective date of such modifications is during your then-current Subscription Term and you object to the modifications, then (as your exclusive remedy) you should immediately stop accessing or using the App and terminate your subscription upon notice to us, in which case we will refund you any fees you have pre-paid for the terminated portion of the applicable Subscription Term. By continuing to use the App after we post any such changes, you accept the Terms, as modified.
• 9.2. Relationship between the Parties. The parties hereto are and intend to remain independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture or agency relationship between the parties.
• 9.3. Publicity. We may identify you as a Gigaroo customer in our customer lists and promotional materials. We will promptly stop doing so upon your request sent to us via email
• 9.4. Amendment; Waiver of Contractual Right. No modification or claimed waiver of any provision of these Terms will be valid except by written amendment manually signed by authorized representatives of both parties. Waiver of any provision under these Terms will not be deemed a future waiver of that or any other provision herein, nor will waiver of any breach of these Terms be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.
• 9.5. Entire Agreement; Amendment; Severability. To the extent permitted under applicable law, you hereby waive any rights or requirements under any law or regulation in any jurisdiction that requires an original (non-electronic) signature or delivery or retention of non-electronic records. These Terms and any annexes thereto constitute the entire agreement between the parties and supersedes any previous agreements or representations, either oral or written, with respect to the subject matter of these Terms. All amendments will be made only in writing. If any provision or provisions of these Terms is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired by such holding and the parties shall negotiate in good faith a substitute, valid and enforceable provision which most nearly effects the parties’ intent in entering into these Terms.
• 9.6. Assignment. You may not transfer or assign its rights or obligations under these Terms to any third party. Any purported assignment contrary to this clause shall be void.
• 9.7. Dispute Resolution. In the event of any controversy or claim arising out of or relating to these Terms, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms pursuant to Section 9.8 (Governing Law; Jurisdiction).;
• 9.8. Governing Law; Jurisdiction. These Terms are governed by the laws of the State of Delaware, without regards to its conflict of laws principles, and any dispute arising from these Terms shall be brought exclusively before the courts of Delaware.
• 9.9. Injunctive Relief. You agree that a breach or threatened breach by your obligations under Section ‎3.2 (Usage Restrictions) and ‎6.1 (Confidentiality) would Gigaroo irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, Gigaroo will have the right to seek immediate equitable relief and any other relief that may be available from any court. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
• 9.10. Force Majeure. Except for the obligation to make all payments due under these Terms on a timely basis, neither party will be liable in damages or have the right to terminate these Terms for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, without limitation, Acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections or any other cause beyond the reasonable control of the party whose performance is affected.
• 9.11. Notices. All communications, notices and disclosures required or permitted by these Terms will be made by email and will be deemed to have been given upon dispatch of the email containing such notice (a) to Employer, at the email address set out in the App or subsequent written instruction given by Employer to Gigaroo and (b) to Gigaroo, at the following email address: info@gigarooapp.com . Additionally, if your Subscription Term is in effect, Gigaroo may provide any notice to you through the App’s dashboard.