TERMS AND CONDITIONS OF USE

Released: July 1, 2025

Overview

Welcome to Dayforce Flex Work a marketplace for on-demand temporary staffing, owned and operated by Ideal US Talent Systems Worker OpCo, LLC ("Ideal", "Company", "we", "us" or "our").

PLEASE READ THESE TERMS AND CONDITIONS OF USE ("Terms") BEFORE USING THIS SOFTWARE APPLICATION, WEB APPLICATION, OR ANY SOFTWARE OWNED AND OPERATED BY THE COMPANY (the "Service" or the "App").

BY REGISTERING FOR THE SERVICE, YOU ARE ACCEPTING ALL OF THE TERMS, WHICH GOVERN YOUR USE OF THE SERVICE. YOU AGREE THAT THESE TERMS ARE ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.

THESE TERMS INCLUDE INFORMATION ABOUT FUTURE CHANGES TO THESE TERMS, LIMITATIONS OF LIABILITY, A CLASS ACTION WAIVER AND RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS DO NOT REGISTER OR USE THE SERVICE. YOU WILL NOT BE GIVEN ACCESS TO THE APP UNLESS YOU ACCEPT THESE TERMS.

BY CONTINUING TO ACCESS OR USE THE APP OR ANY SERVICE OFFERED THROUGH THE APP YOU, ON BEHALF OF THE BUSINESS YOU REPRESENT ("Client", "you" or "your"), SIGNIFY YOUR ACCEPTANCE OF THE TERMS.

You may request a copy of these Terms by emailing us idealcontractmanagement@ideal.com.

From time to time, Company may modify or replace the Terms. Accordingly, please periodically review the Terms when accessing or using the App to ensure that you are familiar with the most recent version of the Terms. Your use of the App, or any service procured within the App, after the posting of modifications to the Terms will constitute your acceptance of the Terms, as modified. If, at any time, you do not wish to accept the Terms, you may not use this App. Any terms or conditions proposed by you that are in addition to or which conflict with the Terms are expressly rejected by Company and shall be of no force or effect.

DEFINITIONS

"App"
means the mobile and web applications and software owned and operated by the Company, including but not limited to text, images, photographs, graphics, video, audio, algorithms and source code.
"Accepted Booking"
means any Booking that we have displayed '100%' or 'fulfilled' in the App.
"Booking"
means a request for Talent that you input and confirm in the App.
"Cancel"
means your act of cancelling an Accepted Booking or reducing the quantity of Talent or quantum of hours on a Booking.
"Client", "you" or "your"
means a user of the App authorized by your business to use and access the App to request, confirm or Cancel a Booking.
"Change Agent"
means a salaried employee of the Company who communicates with Client and Talent on behalf of the Company.
"Credentials"
means your username and password that enables access to the App.
"Communication Services"
means any communications, including but not limited to any forms, geo-location, notifications, messages, SMS, emails or communication facilities designed to enable App users to communicate with other App users and/or the Company in relation to our Services.
"Company", "we", "us" or "our"
means Ideal US Talent Systems Worker OpCo, LLC.
"Content"
means any text, images, photographs, graphics, audio and video, including user profile data such as names, addresses, and contact details Submitted by you or other users that may be displayed in the App.
"Extended Time"
means the extra time you requested Talent work beyond the scheduled end-time specified in the Booking.
"Feedback"
means any Content you Submit that provides the Company with information about reactions, suggestions, recommendations, proposals, or feature requests in relation to the App or Services.
"Fees"
means the price we charge for the Services or Cancellation of Accepted Bookings or Shifts.
"Force Majeure Event"
means an act outside the reasonable control of a party that prevents the party from performing their obligations under the Terms, including but not limited to the compliance of any laws, regulations, orders, acts, instructions or priority of requests of government, acts of god, fires, floods, weather, strikes, lock outs, security accreditation revocation, wars, riots, terrorist acts, epidemics, delay or shortage in transportation.
"Intellectual Property Rights"
means all copyright, design rights, database right, patents, and any rights to inventions, know-how, trade and business names, trade secrets and trademarks (whether registered or unregistered) and any applications thereof.
"Overtime"
means time worked by Talent in excess of a basic workday or workweek as defined by federal or state or city regulations that results in an increased pay rate entitlement.
"Privacy Policy"
means the Company's Privacy Policy published here: https://terms.jitjatjo.com/terms/privacy.html
"Rating"
means any Feedback you Submit that provides the Company with information about the performance of Talent in relation to the Services.
"Services"
means any products or services provided by the Company to you, via the App including the process of the Company accepting and fulfilling temporary staffing Bookings made by you.
"Shift"
means the period of time between the start-time and end-time that you book Talent, or you have them work, whether that be for your training or delivering a service to you, including without limitation any Extended Time or Overtime. If you require Talent to be on-site any earlier than fifteen (15) minutes before the scheduled Shift start-time, the Shift and associated charges (including Fees) will commence at the time You require Talent on-site. The Shift end-time for Talent may be extended subject to Section 2.8 (Overtime). The "Minimum Shift" means a duration of four (4) hours.
"Submit"
means any Content that you create, input, upload, publish, post, transmit, distribute or disseminate using the Communication Services made available via the Service.
"Submissions"
means any Content or Feedback you provide the Company or Submit in the App or input, upload, publish, post, transmit, distribute or disseminate using the Communication Services in the App.
"Talent"
means Ideal employees that provide temporary labor services to Clients.
"Terms"
means these terms and conditions of use.

USER ASSENT TO TERMS AND CONDITIONS OF USE

These Terms apply to all and any use of the App, including any Services provided by the Company to you, including the process of the Company accepting and fulfilling temporary staffing Bookings made by you and any Communication Services, including but not limited to any forms, geo-location, notifications, messages, SMS, emails or communication facilities designed to enable App users to communicate with other users of the App and/or the Company in relation to our Services.

In connection with your use of the App and the Services, you agree: to comply with applicable U.S. federal, state, local, and foreign laws and regulations regarding the transmission of any data obtained from the App in accordance with the Terms; not to use the App for illegal purposes; and not to interfere or disrupt networks connected to the App.

You, as a user of the App and our Services, represent and warrant that you are at least eighteen (18) years of age, and that you have the right, authority, and capacity to knowingly, willingly, and voluntarily agree to these Terms on behalf of the business with which your user account is associated in the App. We take care to advertise to individuals who are at least eighteen (18) years of age or older and will not knowingly collect any information from children under the age of thirteen (13). We are not responsible for any misrepresentations related to user's age and reserve the right to terminate the account of any user whom we believe has provided false information to us or any other users.

Access to the App and Services is permitted on a temporary basis, Company reserves the right to withdraw, suspend or amend the App and Services without notice. You are responsible for making any arrangements necessary for you to have access to the App. You are also responsible for ensuring that all persons who access the App through your internet connection or on behalf of your business are aware of these Terms and that they comply with them. You agree to keep your Credentials that enable access to the App confidential at all times, take reasonable steps to prevent others from obtaining your Credentials and inform us if at any point you consider that your Credentials have been compromised and/or are being misused by another party. You must take such action as is required and/or is requested by us to prevent such misuse. We have the right to disable any Credentials, whether chosen by you or allocated by us, at any time, if in our sole discretion you have failed to comply with the provisions of these Terms. You are responsible for all activities conducted using your Credentials, including all our Fees, up until the time that you notify us of unauthorized use of your Credentials.

FEES AND SERVICES

Logging in to the App and registering your business and additional authorized users is free of charge.

When you enter a Booking in the App, our hourly Fees for the Talent you request are displayed, and by confirming the Booking you agree to our Fees. Subject to Section 2.5 below, our Fees are displayed in the App and we reserve the right to change our Fees without notice for future Bookings (we will display the new Fees to you when you make your next Booking, but are not required to provide you with prior notice of any increases).

We may also choose to temporarily adjust our Fees for promotions, events, peak-periods or new Services. Any such changes are subject to terms solely determined by the Company.

We will not increase our Fees for any Accepted Booking (i.e., a Booking that you have confirmed and that we have displayed '100%' or ‘fulfilled' on that Booking in the App), unless this is to correct a mistake, determined by the Company's sole discretion, at which time we will notify you and, in this specific instance only, we will grant you the right to cancel the Accepted Booking without penalty.

On the later of the time that a Booking is entered into the App or six (6) days prior to the start of a Booking, we may pre-authorize your credit card for the full estimated amount of the Booking.

If your payment for our Fees is not received upon closing the Booking then we may issue reminders and restrict, suspend or terminate your access to the App and/or Services. We may also take steps to recover Fees not paid when due. To the extent permitted by law, there are no refunds or returns on purchases. Please feel free to contact us at customersupport@ideal.com for further information.

Tips:

It is the parties' mutual understanding that all positions are non-tipped. Should you request Our Talent work a position where tips are earned it is an express condition of continuance of the applicable Service and a specific obligation of these Terms that you remit the weekly total of Tips relevant to the previous week's Shifts by way of a direct wire transfer into Company's bank account by the Tuesday following the close of the week in which the applicable Shifts occurred. You are also required to communicate by email to Us via eor@ideal.com the individual calculations for Tips reconciled to the applicable Shifts for the previous week, contemporaneously with the transfer of funds. Should the Tips earned by each Talent not exceed an amount equal to the applicable statutory minimum wage requirement, Client agrees to pay Company the difference to ensure Company complies with applicable minimum wage requirements.

Backup Talent:

If we send additional Talent as backup for potential Talent no-shows and you request they remain on-site for any longer than thirty (30) minutes or if such backup Talent commences work, we will charge you for the Minimum Shift or the actual duration that they work, whichever is greater. If we send additional Talent as backup and you release them within thirty (30) minutes and do not request they commence work, no charges will apply for such Talent.

Overtime:

Unless permission is expressly given through the “Overtime Permission" feature in the App, or you send us written instruction via email, Talent who have worked forty (40) hours or more in a given workweek, will not be available to work Overtime. If permission is granted through the Overtime Permission feature in the App or you send us written instruction via email, Client agrees to pay the overtime rate displayed in the App. If you do not instruct us in regards to Overtime, we will make reasonable efforts to notify you if you make requests for Talent that will trigger Overtime hours. However, as regulated by Federal and State labor laws, if Talent works Overtime hours on Shifts for you then we will adjust our Hourly Bill Rate to 1.5x Our standard Hourly Bill Rates for such Shifts and pay Talent Overtime. Regardless of the parties' agreement or understanding related to any specific Booking, if you allow or are aware of Talent working beyond a scheduled shift, you must approve the additional work hours to ensure that Talent is properly paid for Overtime hours.

Billing:

We may use a third-party payment processor (the "Payment Processor"), to bill you through a payment account linked to your account on the Services (your “Billing Account") for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Our Current Payment Processor is Stripe, you can access Stripe's Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

Payment Method:

The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

Current Information Required:

YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS dayforceflexworkbilling@dayforce.com. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

Change in Amount Authorized:

If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

Taxes:

All Fees are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), excluding taxes based upon each party's net income for which such party shall be responsible. No part of any payment provided hereunder will be subject to withholding by the other party for the payment of social security, unemployment, or disability insurance or any other similar state or federal tax obligations.

CANCELLATION

The Cancellation Notice Schedule in Section 3.2 below sets out the minimum notice period prior to the Shift start time that Client is required to provide Company (“Required Notice”) to avoid Cancellation Fees.

Cancellation Notice Schedule

Booking Size 1-9 Talent 10-99 Talent 100+ Talent
Required Notice 24 hours 48 hours 72 hours

Upon receiving your notice to Cancel a Shift through the App (“Cancellation Notice”) with less than the Required Notice, a Cancellation Fee, as set out in the Cancellation Fee Schedule in Section 3.4, will be charged by us and is payable by you immediately.

Cancellation Fee Schedule

1. Bookings Size 1-9 Talent

Notice <24 hours 24-48 hours 48-72 hours >72 hours
Fee 100% - - -

2. Bookings Size 10-99 Talent

Notice <24 hours 24-48 hours 48-72 hours >72 hours
Fee 100% 75% - -

3. Bookings Size 100+ Talent

Notice <24 hours 24-48 hours 48-72 hours >72 hours
Fee 100% 75% 50% -

Example A: You place a Booking for 1 Talent, we fill your booking by assigning Talent to the Shift, and you cancel 12 hours before their scheduled start time. We will charge you 100% of the value of the Shift that you canceled.

Example B: You place a Booking for 50 Talent, we fill your booking by assigning Talent to Shifts, and you cancel some/all Shifts 36 hours before their scheduled start time. We will charge you 75% of the value of the Shifts that you canceled.

Example C: You place a Booking for 250 Talent, we fill your booking by assigning Talent to Shifts, and you cancel some/all Shifts 70 hours before their scheduled start time. We will charge you 50% of the value of the Shifts that you canceled.

CONVERSION

Client acknowledges that we require all Talent to use and work through the App.

If the Client (or any affiliate of the Client) wants to hire Talent that currently or formerly worked on assignment for the Client or its affiliate, the Company will charge the Client a Conversion Fee if the Talent is either currently employed by the Company or separated employment from the Company within the last year.in accordance with the following fee schedule:

Talent hired by Client are not subject to a Conversion Fee (as defined below) after working 320 billable hours at the Client's unit/location hiring the Talent.

The “Conversion Fee” for (a) Change Agents shall be 15% of the first-year base salary offered to such Employee or equal to the exempt threshold under the Fair Labor Standards Act whichever is greater and (b) Talent is calculated by reducing the 320 billable hours by the actual number of hours worked by the Talent at the Client's unit/location hiring the Talent and multiplying the remaining number of hours by the Talent's average Hourly Bill Rate.

Example A: A Talent billed at a rate of $25.00/hour, who has worked at Client's unit/location hiring the Talent for 200 hours is calculated as (320 hours – 200 hours) x $25.00 = $3,600.

Example B: A Talent billed at a rate of $25.00/hour, who has worked at the Client's unit/location hiring the Talent for 300 hours is calculated as (320 hours – 300 hours) x $25.00 = $500.

Example C: A Talent billed at a rate of $25.00/hour, who has worked at the Client's unit/location hiring the Talent for 320 hours is calculated as (320 hours – 320 hours) x $25.00 = $0.

COMMUNICATION SERVICES

The App may contain forms, geo-location, notifications, messages, SMS, emails or communication facilities designed to enable App users to communicate with other users, including Talent, and/or the Company in relation to our Services.

As part of the Communication Services, you may receive communications through the Services, including messages that we send you (for example, via email or SMS). By signing up for the Services, you confirm that you consent to receive information regarding your account or transactions, which may include text to the number provided. The App may contain Communication Services that you will be permitted to use. For Communication Services, calling, data, and messaging rates may apply and any such charges, fees or costs are your sole responsibility, except and unless otherwise required by applicable law. You should consult with your wireless carrier to determine what rates, charges, fees or costs (if any) may apply to your use of the App. You agree to indemnify and hold Ideal harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to your breach of the foregoing.

The App may contain Content, such as text, images, photographs, graphics, audio and video, including user profile data such as names, addresses, and contact details Submitted by you or other users.

Please take due care and attention to confirm the information included in your profile and all Submissions is complete and accurate, as any information included or omitted from your profile, communications or Submissions may affect our ability to provide the Services.

You acknowledge and accept that Talent assigned to your Booking may view your, or your company's representatives, contact details in the App and that Talent and the Company may communicate with you via the App or your Submitted contact details.

You agree to maintain the confidentiality of your Credentials and you agree not to disclose them to any other individual or entity. You agree that you are fully responsible for maintaining the confidentiality of your Credentials and that you will be responsible for any breach of this obligation, including any damages which flow from, or are connected to, such breach, without limitation. You agree that you are fully responsible for all activities that occur using your Credentials. You also agree to contact Company immediately if you have any reason to believe that your Credentials have been compromised.

You further agree that you are fully and solely responsible for all Content that you Submit using the Communication Services in the App, including its legality, reliability, appropriateness, originality and non-infringement. You agree to use the Communication Services only to Submit messages and material that are proper and related to the particular Communication Service. No compensation will be paid with respect to the use of your Submissions, as provided herein.

We will not be responsible, or liable to any third party, for the Content or accuracy of the Content you Submit.

We are entitled, but not obliged, to review and delete any Content that in our sole judgment, for any reason or no reason whatsoever, including Content that we determine violates these Terms, does not provide sufficient information, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of other users of the App. Company reserves the right to suspend or terminate your access to any or all of the Communication Services or the App at any time without notice for any reason whatsoever.

We reserve the right to disclose your identity to any third party who claims that any Content posted by you to the App constitutes a violation of their copyright, other intellectual property rights, or right to privacy/publicity. By posting Content to the App, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, disclose and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing for all purposes connected to operating and promoting the App and the Services.

You represent, warrant and covenant that when using a Communication Service you will not (by way of example and without limitation):

You must use the App and our Services in a manner consistent with any and all Company policies, applicable laws, rules and regulations, including all relevant employment, equal opportunity, anti-discrimination, anti-harassment laws, or otherwise create liability for Company.

You agree to indemnify us and keep us indemnified against any costs, losses or expenses incurred or suffered by us as a result of any breach by you of any of your obligations or warranties under these Terms.

Company does not claim ownership of your Submissions in the App or any Communication Services; however, by Submitting your Submission you are granting Company and other users of the App permission to use your Submission in connection with the operation of their businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

INTELLECTUAL PROPERTY

The App and all Content, including but not limited to text, images, photographs, graphics, video, audio, algorithms and source code, is protected by copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries. The trademarks, service marks, trade names, trade dress, logos, designs, and sounds associated with the App are owned by Company or third parties. You agree to abide by all applicable copyright, trademark, and other laws, as well as any additional copyright notices or restrictions contained in the App.

All Intellectual Property Rights in the App belong to and vest in the Company, or are licensed to the Company unless otherwise specified. All such rights of the Company are hereby asserted and reserved. By way of example and without limitation, you must not:

You must not remove or obscure any copyright notices and other proprietary notices contained on the App.

AUTHORIZED USE; RESTRICTIONS OF USE

By accessing and using the App, you represent and warrant that you have the right, authority and capacity to enter into an agreement on these Terms and to abide by these Terms.

Company shall procure and maintain all licenses, permits, and registrations necessary to perform the services contemplated by this Agreement, excluding any services provided pursuant to a Shift. Client is responsible for informing Company of and for providing the proper licensing requirements necessary for any Shifts. Company will not be liable for Client's failure to inform Company of or provide of the proper licenses, permits, and registrations necessary for any Shift. By entering a Booking in the App, to the extent applicable, you warrant that you carry all mandated liability insurances and licenses necessary, including but not limited to any liquor-related insurance and licenses for any event or establishment that sells, serves, or assists in the purchase or use of liquor as may be applicable.

You are responsible for placing Bookings accurately through the App and for directing and supervising the work of Talent onsite at your location, together with any necessary training. You must maintain a safe and clean work environment and follow all applicable federal and state laws related to your business such as mandated worker breaks, EEOC, ADA, and others. You agree to use Talent for the positions/skills you ordered unless we, or you and an individual Talent, agree to a change (we may adjust the Fees upward to reflect changes in a Talent's responsibilities requested by you).

You will report any onsite incidents or injuries to us immediately and cooperate in providing all details in regards to investigations Company conducts into complaints that we receive related to Talent working at your business.

Client agrees that Company workers will (i) not operate any machinery (other than office machines) or automotive equipment, except in cases where the Talent has the appropriate certification or licensure as required by law, and in such event, Client agrees to add Talent to their commercial automobile policy, applicable insurance policy and release Company from any liability associated with such duties; (ii) not be left unattended on premises or with cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables; and (iii) receive any necessary training, tools, equipment to carry out the Work.

Company carries Worker's Compensation and Public Liability insurance. You agree to carry general liability insurance and other commercially reasonable insurance as necessary to cover the Company and Talent in performing work at any of your locations.

You agree to utilize the App to order, manage and close each shift so that agreed hours and ratings are captured in a timely manner.

We are entitled to investigate and revoke a person's access to the App and Services if you are deemed in our sole discretion to have misused the App, Communication Services or the Services, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal or prohibited by these Terms.

You may not use the App for any illegal purpose or in any manner inconsistent with the Terms. You agree to use the App solely for the use and benefit of you and your own organization, and not for resale or other transfer to, or use by or for the benefit of, any other person or entity.

You agree not to use, transfer, distribute or dispose of any information contained in the App in any manner that could compete with the business of Company.

You acknowledge that the App has been developed, compiled, prepared, revised, selected and arranged by Company and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of Company and such others.

You agree to protect the proprietary rights of Company and all others having rights in the App during and after the term of this agreement and to comply with all reasonable written requests made by Company or its suppliers of content, equipment or otherwise ("Suppliers") to protect their and others' contractual, statutory and common law rights in the App.

You agree to notify Company in writing promptly upon becoming aware of any unauthorized access or use of the App by any party or of any claim that the App infringes upon any copyright, trademark or other contractual, statutory or common law rights.

Illegal and/or unauthorized uses of the App, including collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the App will be investigated, and appropriate legal action will be taken at our sole discretion.

FURTHER RESTRICTIONS OF USE

Company is an equal opportunity employer and does not discriminate against any candidate, applicant, employee, independent contractor, Change Agent or Talent on the basis of race, color, religion, sex, national origin, age, creed, ancestry, veteran or military status, disability unrelated to the essential functions of a job, or any other basis prohibited by federal, state or local law. You shall comply with all federal, state, and local laws that prohibit unlawful discrimination or harassment.

In the event a Change Agent or Talent brings a claim or lawsuit against Company alleging facts related to that person's work for your or at your location, you agree to reasonably cooperate with Company to aid in Company's investigation and/or defense of the matter, including but not limited to preserving and producing relevant documents to Company and making witnesses available for interview.

YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT OR IN ANY WAY EXPLOIT ANY PART OF THE APP, EXCEPT THAT YOU MAY DOWNLOAD MATERIAL FROM THE APP AND/OR MAKE PRINT COPIES FOR YOUR USE OR USE WITHIN YOUR ORGANIZATION, PROVIDED THAT ALL COPIES RETAIN ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE ANALYSIS AND PRESENTATION INCLUDED IN THE APP MAY NOT BE RECIRCULATED, REDISTRIBUTED OR PUBLISHED BY YOU WITHOUT COMPANY'S PRIOR WRITTEN CONSENT.

MODIFICATION OF THE APP'S CONTENT WOULD BE A VIOLATION OF COMPANY'S COPYRIGHT AND OTHER PROPRIETARY RIGHTS. ADDITIONALLY, YOU MAY NOT OFFER ANY PART OF THE APP FOR SALE OR DISTRIBUTE IT OVER ANY OTHER MEDIUM WITHOUT THE PRIOR WRITTEN CONSENT OF COMPANY.

THE APP AND THE INFORMATION CONTAINED THEREIN MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND, NOR MAY THE APP BE STORED (IN ITS ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD PARTY OR TO DISTRIBUTE ANY DATABASE, APPS OR SITES CONTAINING ALL OR PART OF THE APP.

YOU MAY NOT USE THE APP IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY.

YOU MAY NOT USE ANY OF THE TRADE NAMES, TRADEMARKS, SERVICE MARKS OR LOGOS DISPLAYED ON THE APP (COLLECTIVELY "Marks"), EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS. NOTHING APPEARING ON THE APP OR ELSEWHERE SHALL BE CONSTRUED AS GRANTING, BY IMPLICATION, ESTOPPEL, OR OTHERWISE, ANY LICENSE OR RIGHT TO USE ANY MARKS.

YOU WILL NOT USE THE APP, THE INFORMATION CONTAINED THEREIN OR ANY OF COMPANY'S NAMES OR MARKS IN UNSOLICITED MAILINGS OR SPAM MATERIAL AND WILL NOT SPAM OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE APP.

EACH PARTY IS RESPONSIBLE FOR ITS OWN COMPLIANCE WITH LAWS AND OTHER LEGAL REQUIREMENTS APPLICABLE TO THE CONDUCT OF ITS BUSINESS, INCLUDING ALL APPLICABLE (I) DATA PROTECTION AND PRIVACY LAWS; (II) ANTI-CORRUPTION AND ANTI-BRIBERY LAWS, INCLUDING THE U.S. FOREIGN CORRUPT PRACTICES ACT 1977, CANADIAN CORRUPTION OF FOREIGN PUBLIC OFFICIALS ACT AND THE UK BRIBERY ACT 2010 (III) ANTI-MONEY LAUNDERING LAWS AND REGULATIONS AND (IV) WAGE, HOUR, AND EMPLOYMENT LAWS. WITHOUT LIMITING THE FOREGOING, CLIENT REPRESENTS, WARRANTS AND COVENANTS TO COMPANY THAT CLIENT IS NOT A SANCTIONED PERSON, WILL COMPLY WITH ALL APPLICABLE SANCTIONS IN CONNECTION WITH ALL ACTIVITIES CONDUCTED UNDER THE AGREEMENT, WILL NOT REQUEST SERVICES THAT INVOLVE A SANCTIONED PERSON, AND WILL NOT USE THE SERVICES TO BENEFIT, DIRECTLY OR INDIRECTLY, ANY SANCTIONED PERSON. THE SOFTWARE IS PROVIDED SOLELY FOR THE PURPOSE OF ENABLING CLIENT TO RECEIVE AND USE THE SERVICES, AND WITHOUT IMITATION, CLIENT WILL NOT USE IT, NOR THE SERVICES, IN ANY MANNER THAT WOULD BE ILLEGAL OR OFFENSIVE OR DAMAGING TO COMPANY OR ANY THIRD-PARTY. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT CERTAIN STATE SPECIFIC LAWS (INCLUDING PRIVACY LAWS) MAY RESTRICT OR PROHIBIT CLIENT'S USE OF THE SERVICES AND CLIENT IS RESPONSIBLE FOR ENSURING IT IS COMPLYING WITH SUCH REQUIREMENTS.

NON-SOLICITATION

Any attempt on the part of Client to induce Company's Change Agent's or Company's Talent (collectively referred to as “Employees”) to leave Company employ, reduce their availability in the App, or any effort by Client to interfere with Company's relationship with its Employees would be harmful and damaging to Company.

Should Client wish to hire, employ or engage the services of CompanyTalent directly and not through the App, Client must first seek Company'sprior written consent for each Talent. Client agrees to pay the Conversion Fee specified in Section 4 for each Talent and pay the Conversion Fee to Companyprior to the Talent's employment commencement date with Client.

Client agrees that while these Terms are in effect between Client and Company and for a period of one (1) year thereafter, Client will not in any way, directly or indirectly:

Should Client breach Sections 9.3.1 – 9.3.6 the Conversion Fee will be charged once per Employee. This obligation is limited to CompanyEmployees who have worked for Client through Companyor to whom Client was introduced or referred to in connection with Company.

DISCLAIMERS

Company provides a marketplace for on-demand temporary staffing, which includes the ability for businesses to request temporary staff that may be provided by us. Company provides no warranties of any kind, express or implied, including, but not limited to, that if you are a business looking for temporary staff that any suitable Talent will be available. Company does not act as an agent for any employers, job-seekers or other users. Company does not endorse any of the information, businesses or job-seekers on the App and recommends that prior to inputting any Booking, that you obtain your own independent advice. It is your responsibility to assess the accuracy and completeness of the material on the App.

You agree that your use of the App is at your sole risk and acknowledge that the App and anything contained therein, including, but not limited to, Content, Services, goods or advertisements ("Items") are provided on an "AS IS" and “AS AVAILABLE” basis, without any representations, warranties or conditions of any kind, whether express or implied, as to the App and the Items, including, but not limited to, implied representations, warranties or conditions of merchantability, non-infringement, title, fitness for a particular purpose or use, performance, availability, timeliness, accuracy or completeness. To the maximum extent permitted by law, Company gives no warranties, guarantees, representations or conditions as to the App or the Services. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Company does not warrant that the App is compatible with your equipment or is free of errors or viruses, worms or "Trojan horses" and is not liable for any damage you may suffer as a result of such destructive features.

We cannot guarantee and do not promise any specific results from use of the App and/or the Services.

You agree that Company, its Suppliers and its third-party agents shall have no responsibility or liability for: any injury or damages, whether caused by the negligence of Company, its employees, subcontractors, agents, Suppliers or otherwise arising in connection with the App; or any fault, inaccuracy, omission, delay or any other failure in the App caused by your computer equipment or arising from your use of the App on such equipment.

Company does not represent or endorse the accuracy or reliability of any advice, opinion, statement or other information displayed, uploaded or distributed through the App by us, our partners or any member or any other person or entity. Users acknowledge that any reliance upon such opinion, advice, statement or information is the user's own risk. To the extent permitted by law, Company is not responsible for the conduct, whether online or offline of users. Please use caution and common sense when using the App.

Links from or to websites or the App outside the App are meant for convenience only. Company does not review, endorse, approve or control, and is not responsible for any sites linked from or to the App, the content of those sites, the third parties named therein, or their products and services. Linking to any other site is at your sole risk and Company will not be responsible or liable for any damages in connection with linking. The content of other websites, services, goods or advertisements that may be linked to the App is not maintained or controlled by Company.

You understand that Company and/or third-party contributors to the App may choose at any time to inhibit or prohibit their Content from being accessed under the Terms.

LIMITATION OF LIABILITY

YOU AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL COMPANY, ITS SUPPLIERS OR ITS THIRD PARTY AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES EVEN IF AN AUTHORIZED REPRESENTATIVE OF COMPANY HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE APP OR ANY LINKS OR ITEMS ON THE APP OR ANY PROVISION OF THE TERMS, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT A USER'S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, UNAUTHORIZED ACCESS, OR ANY FORCE MAJEURE. COMPANY CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE APP. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

SHOULD FOR ANY REASON A COMPETENT COURT FIND THE ABOVE LIMITATION UNENFORCEABLE THE COMPANY'S LIABILITY IN RESPECT TO ANY NON-EXCLUDABLE WARRANT OR CONDITION SHALL BE LIMITED TO THE MAXIMUM EXTENT POSSIBLE TO THE GREATER OF THE TOTAL FEES PAID BY YOU TO THE COMPANY IN THE PRECEDING SIX (6) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY OR ONE HUNDRED ($100.00) DOLLARS.

RELEASE

In the event that you have any claim or action against any other user of the App arising from that member's use of the App or Services, you agree to pursue such claim or action independently of and without any demands from us, and you release us from all claims, liability and damages, arising from or in any way connected to the claim or action.

In the event that a claim or action is brought against Company from your activities or use of the App or the Services, including any breach by you of these Terms or any charges or complaints made by other parties against you, you agree to pay, hold harmless and defend us in the claim or action.

You also agree to cooperate as fully as reasonably required in the defense of any claim and allow us to assume the exclusive defense and control of the matter at our discretion.

FORCE MAJEURE

Neither you nor we will be liable for any failure or delay in under these Terms if the failure or delay is caused directly by a Force Majeure Event beyond your or our reasonable control including but not limited to the compliance of any laws, regulations, orders, acts, instructions or priority of requests of government, acts of god, fires, floods, weather, strikes, lock outs, security accreditation revocation, wars, riots, terrorist acts, epidemics, delay or shortage in transportation.

CONTINUED SERVICE

While Company will use reasonable efforts to maintain an uninterrupted service, we cannot guarantee this and Company does not give any promises or warranties (whether express or implied) about the availability of the App or our Services.

If we cannot do what we have promised in these Terms because of something beyond our reasonable control including, without limitation, disputes involving Change Agents, Talent or third party services or a Force Majeure Event, you agree that we are not liable for this.

PERSONAL INFORMATION

By using the App you agree to the collection, transfer, storage and use of your personal information by Companyas described in our Privacy Policy published here https://terms.jitjatjo.com/terms/privacy.html ("Privacy Policy")

Company will manage any personal information it collects via the App in accordance with its Privacy Policy.

In accordance with its Privacy Policy, Company reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Company's sole discretion.

By using the App, you consent to such processing and you warrant that all data provided by you is correct and that you have all necessary consents and permissions to provide information to us. Company cannot guarantee the security of your personal information despite whatever steps Company may take to protect such information.

You also agree to receive marketing communications from Company unless you inform the Company in writing that you prefer not to receive such communications.

TERMINATION

You're free to terminate the Services and your use of the App at any time by contacting us at idealcontractmanagement@ideal.com; please refer to our Privacy Policy well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

Company may immediately terminate your access to the App or your access to Services if we determine you have breached these Terms or upon notice to you (including through the Communication Services in the App) for any reason or no reason whatsoever.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

RESOLUTION OF DISPUTES

We will attempt to resolve any disagreements timeously and properly. If you are not satisfied with our approach in dealing with any disagreement and you wish to initiate court proceedings, these Terms shall be governed by and construed and enforced in accordance with applicable federal law, and laws of the State of Minnesota, applied without reference to principles of conflicts of laws. You consent to the exclusive jurisdiction of the courts of the State of Minnesota and waive any defense with regard to the lack or personal jurisdiction or improper venue.

MOBILE APPLICATIONS

You acknowledge and agree that the availability of our mobile application is dependent on the third party stores from which you download the application, e.g., the App Store from Apple or the Android app market from Google (each an "App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Use, the more restrictive or conflicting terms and conditions in these Terms of Use apply.

GENERAL

These Terms and our Privacy Policy and any other such notices posted in the App or on the Company's website constitute the entire agreement between you and Company, and take precedence over any prior agreements or arrangements whether verbal or in writing.

The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provisions.

Any failure to enforce any particular provision does not waive our rights to subsequently enforce that provision.

If any Terms are found to be non-binding on either Company or you, then the remaining Terms will survive.

No failure or delay on the part of either party to exercise any right or remedy shall limit any other right, remedy with respect to the same or any other matter.

Company may assign this agreement in our sole discretion by providing notice to you through the App or by updating these Terms.

REPORTING

If you become aware of any breaches of the Terms, please report such breaches to Company immediately.

NOTICES

Your notices to Company must be sent by registered mail to:

Attn: Legal Counsel
3311 East Old Shakopee Rd,
Bloomington, MN 55425
United States
with copy to idealcontractmanagement@ideal.com

Company will send notices to you via the email address you provide, or by registered mail to the address you provided in the App. Notices sent by registered mail will be deemed received five days following the date of mailing.

You may receive a copy of these Terms by emailing us idealcontractmanagement@ideal.com.