Terms and Conditions

Last Modified: April 22, 2022

These terms and conditions (“Terms and Conditions”) set forth the agreement between you and nZero Labs, Inc. and its subsidiaries or affiliates (collectively “nZero Labs”, "ODF", “we” or “us”) and govern your participation in programs offered by ODF as described on its website at https://www.joinodf.com/ ( each, an "ODF Program") and your use of the other products and services we offer through our websites and applications that link to these Terms and Conditions (collectively , the “ODF Platform”). Our provision to you of access to and use of the ODF Platform, participation in an ODF Program, and any other services provided by ODF applications that link to these Terms and Conditions are together referred to herein as the "Services".

By clicking "I Accept" or by using our Services, you agree to these Terms and Conditions, including the mandatory arbitration provision and class action waiver in Section 13. If you do not agree to these Terms and Conditions, please do not use our Services.

We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and Conditions and the additional terms, the additional terms will control for that conflict.

1. ACCEPTANCE AND ELIGIBILITY

1.1 Acceptance. You must be at least 13 years of age to use our Services. By accepting these Terms and Conditions you represent and warrant that you: (a) are at least 18 years of age (or the age of legal majority where you live) or you are a parent or guardian of a user at least 13 years of age and under the age of 18 (or the age of legal majority) and agree to be fully responsible for the acts or omissions of such user in relation to our Services; (b) have read and understand and accept these Terms and Conditions; and, (c) agree that these Terms and Conditions constitute a binding contract governing your rights with respect to the Services and the relationship between you and ODF.

1.2 Changes. We consistently evaluate our business for improvements, so these Terms and Conditions may need to change. We reserve the right to change these Terms and Conditions at any time. If we do, we will bring such changes to your attention, such as by updating the date at the top of these Terms and Conditions, by placing a notice on joinodf.com, or by sending notice to the primary email address specified in your account. Please review all updates, as once the Terms and Conditions have been updated your continued use of the Services will constitute acceptance of the updated terms. If you don’t agree with the amended Terms and Conditions, you are free to reject them; unfortunately, that means you must stop using the Services.

1.3 Assessing Candidate Eligibility. ODF reserves the right in its sole discretion to accept or decline to accept any applicant or guest into an ODF Program after conducting an evaluation by means such as applications and interviews.

1.4 Removal. ODF reserves the right in its sole discretion to remove anyone from an ODF Program, the ODF Platform, or any part thereof (including virtual spaces, in-person events, and accommodations) at any time, and for any reason, including, but not limited to, lack of payment or other violation of these Terms and Conditions or if we deem it necessary for the comfort, convenience, or safety of others. If we remove you from the ODF Platform, an ODF Program in progress, or an event, activity, workspace, or accommodations, you will not be entitled to any refund, payment, compensation or credit for unused or missed services or costs that result from the termination of participation.

1.5 Code of Conduct. ODF users (“Participants”) are expected to abide by and act in accordance with ODF’s Code of Conduct (the "Code of Conduct"). If you are a Participant, the Code of Conduct is incorporated into these Terms and Conditions and by agreeing to these Terms and Conditions, or using the Platform, you are also agreeing to the Code of Conduct.

1.6 Privacy Policy. Please review our Privacy Policy for more information about how we collect and use your personal information.

2. THE SERVICES

2.1 Participants. The Services may involve interacting with other Participants. You assume all risks when using the Services, including but not limited to all risks associated with any online or offline interactions with other Participants. There is no substitute for exercising caution when communicating or interacting with any Participant, particularly when meeting other Participants in person. You acknowledge that ODF does not routinely screen its Participants, verify information provided by its Participants, or conduct criminal background checks on its Participants (although ODF reserves the rights to do so). In addition, you are solely responsible for protecting your intellectual property rights, including ensuring that you have sufficient confidentiality agreements in place with another Participant before disclosing any confidential information. You agree to take all necessary precautions when communicating or interacting with any other Participants, either online or in-person.

2.2 ODF Talent Hub and ODF Recruit. ODF Recruit is a white glove recruiting service that provides advice to Participants regarding hiring candidates for positions within their company and helps Participants find candidates for such positions from within ODF's network, ODF Talent Hub is a job search platform for candidates and employers that allows you to post job openings, browse candidates, and communicate with candidates. (ODF Talent Hub and ODF Recruit are referred to together as “ODF Hiring Services”.)

The specific benefits of ODF Hiring Services will be set forth in the program description detailed on the site or shared with you when you subscribe, subject to the limitations set forth therein and in these Terms and Conditions. Subscription fees and placement fees (if applicable) for ODF Hiring Services are payable in accordance with Section 3 of these Terms and Conditions and any additional terms presented to you at the time of purchase.

You will use ODF Hiring Services solely for your personal use to find jobs or your company’s internal use to find candidates to consider for positions as employees and consultants of your company. You agree not to disclose any Participant candidate's interest in new employment with their current employer or other third parties not assisting you in the hiring process.

Participants, and not ODF, are solely responsible for their use of ODF Recruit including, without limitation, any interactions with, or decisions regarding, any candidates located through ODF Recruit and any terms governing any independent contractor or employment relationship entered into with such candidates. YOU UNDERSTAND THAT ODF HAS NOT VERIFIED THE INFORMATION PROVIDED BY CANDIDATES (FOR EXAMPLE, INFORMATION PROVIDED BY CANDIDATES DURING THEIR PARTICIPATION IN ANY ODF PROGRAM OR SUBMITTED TO THE ODF PLATFORM), OR THEIR ELIGIBILITY FOR EMPLOYMENT, AND DOES NOT ENDORSE OR RECOMMEND ANY CANDIDATES, INCLUDING THOSE THAT ARE IDENTIFIED BY ODF. ODF DISCLAIMS ALL LIABILITY RELATED TO YOUR USE OF ODF RECRUIT AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING ODF RECRUIT, INCLUDING WITHOUT LIMITATION AS TO THE SUITABILITY OR QUALIFICATIONS OF ANY CANDIDATE OR THE OUTCOME OF ANY USE OF ODF RECRUIT. ALL PARTICIPANTS THAT USE ODF RECRUIT, EITHER TO IDENTIFY POTENTIAL CANDIDATES OR AS PART OF THE CANDIDATE POOL, ARE RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS (SUCH AS EMPLOYMENT LAWS) AND THEIR CONTRACTUAL OBLIGATIONS TO THIRD PARTIES (SUCH AS THOSE OWED TO A CURRENT EMPLOYER). ...

14. GOVERNING LAW AND VENUE

Any dispute arising from these Terms and Conditions and your use of the Services will be governed by and construed and enforced in accordance with the laws of New York, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Disputes arising from these Terms and Conditions will specifically not be governed by the United Nations Conventions on Contracts for The International Sale of Goods, if otherwise applicable. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of New York and the United States, respectively, sitting in New York County, NY.