1. Agreement to These Terms
These Terms of Use (“Terms”) are a binding agreement between you and Zocalo LLC, a Delaware limited liability company doing business as ZOCALO (“ZOCALO,” “we,” “us,” or “our”).
These Terms govern your access to and use of ZOCALO’s websites, applications, candidate-profile pages, client portals, recruiting tools, artificial-intelligence features, communications tools, integrations, analytics, and related services collectively, the “Services.”
You agree to these Terms when you:
- Sign an order form or other agreement that references these Terms;
- Create or use a ZOCALO account;
- Click a button or checkbox indicating acceptance;
- Click “View Candidate Profile” after being presented with a link to these Terms;
- Access or interact with a shared candidate profile; or
- Otherwise access or use the Services after receiving notice of these Terms.
If you do not agree to these Terms, do not access or use the Services.
If you access or use the Services on behalf of a company, staffing agency, recruiting agency, employer, or other organization, you represent that you have authority to accept these Terms on that organization’s behalf. In that case, “you” also refers to that organization.
Our Privacy Policy explains how ZOCALO collects, uses, discloses, and protects personal information. By using the Services, you acknowledge the Privacy Policy.
A separate signed master services agreement, order form, recruiting agreement, data processing agreement, or other written agreement between ZOCALO and a Customer will control to the extent it expressly conflicts with these Terms.
Some provisions of these Terms apply specifically to paying Customers. If you are only viewing a shared candidate profile, provisions concerning subscription fees and Customer administration do not apply to you.
2. Definitions
For these Terms:
“Authorized User” means an employee, contractor, client stakeholder, or other person authorized by a Customer to use or receive information through the Services.
“Candidate” means an individual whose professional, employment, or recruiting information is processed through the Services.
“Customer” means a staffing agency, recruiting agency, employer, company, or other organization that purchases, subscribes to, or otherwise uses the Services.
“Customer Content” means resumes, candidate information, job information, recruiter notes, client information, communications, files, instructions, and other information submitted to or processed through the Services by or for a Customer.
“Order Form” means an ordering document, subscription page, proposal, statement of work, or other written agreement describing a Customer’s plan, fees, usage limits, or service term.
“Profile Viewer” means an individual who accesses or interacts with a shared candidate profile.
“Services” has the meaning stated in Section 1.
3. The ZOCALO Services
ZOCALO provides software and related services for recruiting, staffing, candidate presentation, client collaboration, communication, and recruiting-workflow management.
Depending on the Customer’s plan and enabled features, the Services may help users:
- Organize and manage candidate information;
- Search or rediscover candidate inventory;
- Compare Candidates with job opportunities;
- Generate candidate summaries and recruiter insights;
- Create professional candidate profiles;
- Share private candidate profiles with clients and hiring teams;
- Verify profile access using a work email address or company domain;
- Track candidate-profile access and engagement;
- Communicate through group chat, direct messages, email, or other tools;
- Maintain time-stamped workflow stages and recruiting activity;
- Identify companies, hiring managers, or other relevant stakeholders;
- Generate or personalize recruiting outreach;
- Process replies and communication activity;
- Produce reports, recommendations, and account-level insights; and
- Connect with approved applicant tracking systems, customer relationship management systems, email services, data providers, and other third-party tools.
Features may vary by plan, Customer configuration, location, integration availability, and product version.
Direct staffing, placement, retained-search, or other recruiting services may be governed by a separate recruiting or agency agreement. Any placement fees, guarantees, payment terms, or candidate-ownership terms stated in that separate agreement will control over these Terms.
4. Eligibility and Professional Use
You must be at least 18 years old and legally capable of entering into a contract to use the Services.
The Services are intended for professional and business use. You may use them only for lawful recruiting, staffing, employment, candidate-evaluation, client-collaboration, or related business purposes.
You may not access the Services if:
- You are prohibited from doing so under applicable law;
- You lack authority to act for the organization you represent;
- Your access has previously been suspended or terminated by ZOCALO; or
- You are accessing the Services for an unauthorized competitive, fraudulent, or unlawful purpose.
5. Accounts, Administrators, and Access Security
Customers and Authorized Users must provide accurate, current, and complete information when registering for or using the Services.
You are responsible for:
- Maintaining the confidentiality of your credentials;
- Using reasonable security practices;
- Protecting private profile links and access codes;
- Promptly notifying ZOCALO of suspected unauthorized access;
- Keeping account and contact information current; and
- All activity conducted through your account or credentials, except to the extent caused by ZOCALO’s breach of its obligations.
Customer administrators may add, remove, or manage Authorized Users. The Customer is responsible for ensuring that its Authorized Users comply with these Terms.
An account may not be shared among multiple individuals unless ZOCALO expressly permits that type of account sharing. Credentials may not be provided to someone outside the applicable Customer organization.
ZOCALO may use work-email verification, company-domain verification, one-time links, session identifiers, or other authentication measures. These measures are intended to reduce unauthorized access but do not guarantee that every person accessing a profile is who they claim to be.
ZOCALO may suspend or restrict credentials, sessions, links, or domains that appear compromised, inaccurate, abusive, or unauthorized.
6. Shared Candidate Profiles
Candidate profiles shared through ZOCALO are intended for a limited and legitimate recruiting purpose.
Unless the Customer that shared a profile authorizes otherwise, a Profile Viewer may use the profile only to:
- Evaluate the Candidate for a legitimate employment or business opportunity;
- Collaborate with appropriate internal stakeholders;
- Request additional information, an introduction, or an interview; and
- Participate in the recruiting process for which the profile was shared.
Candidate profiles and their contents must be treated as private and confidential.
A Profile Viewer may share a profile internally only with people who:
- Have a legitimate role in the applicable recruiting or hiring process;
- Are authorized to receive the information;
- Are expected to maintain its confidentiality; and
- Use the information only for the purpose for which it was provided.
You may not:
- Publish a private candidate profile publicly;
- Share it with an unrelated organization;
- Post it to a public website or social network;
- Build or add it to an unrelated candidate database;
- Sell or commercially redistribute it;
- Scrape, harvest, or systematically copy profile information;
- Use it to contact the Candidate for an unrelated purpose;
- Circumvent access controls or profile-sharing restrictions; or
- Retain or distribute copies beyond what is reasonably necessary for the authorized recruiting process.
A Customer or ZOCALO may revoke or restrict profile access at any time.
7. Profile Access and Activity Information
When you enter or verify a work email address, access a candidate profile, or interact with the Services, ZOCALO may record information about that access and activity.
This may include:
- The work email address provided or verified;
- Company or domain affiliation;
- The profile, page, or material accessed;
- The date and time of access;
- First and repeat visits;
- Duration of interaction;
- Sections, links, or features used;
- Actions taken;
- Profile-sharing activity, where available;
- Interview or introduction requests;
- Messages, comments, or feedback;
- Device, browser, session, and IP address information; and
- Related workflow and security activity.
This activity may be associated with your work email address, organization, domain, account, device, browser, or session.
Profile access and related activity may be made available to the Customer that shared or manages the profile and to that Customer’s Authorized Users.
By accessing or interacting with a shared candidate profile, you acknowledge that this activity may be recorded and made visible in this manner, as further described in the Privacy Policy.
Engagement information indicates interaction with a profile. It does not necessarily mean that a person or organization:
- Has made a hiring decision;
- Intends to interview or hire the Candidate;
- Endorses the Candidate;
- Has reached a particular conclusion about the Candidate; or
- Has authorized any action beyond what is expressly shown in the Services.
Customers and Authorized Users are responsible for interpreting engagement information reasonably and using it only for legitimate recruiting and workflow purposes.
8. Customer Content and Ownership
As between ZOCALO and the Customer, the Customer retains its ownership rights in Customer Content.
The Customer grants ZOCALO a limited, nonexclusive, worldwide, royalty-free license to host, store, copy, transmit, display, format, organize, summarize, analyze, and otherwise process Customer Content as reasonably necessary to:
- Provide and operate the Services;
- Carry out the Customer’s instructions;
- Generate candidate profiles, communications, reports, and outputs;
- Share information with Customer-authorized recipients;
- Provide integrations;
- Maintain security;
- Prevent fraud and misuse;
- Provide support;
- Diagnose technical issues;
- Comply with law; and
- Perform the activities described in the Privacy Policy.
This license continues for as long as reasonably necessary to provide the Services and fulfill ZOCALO’s legal, security, backup, and retention obligations.
The Customer represents and warrants that:
- It has the right and authority to submit Customer Content;
- Its use of Customer Content through the Services is lawful;
- It has provided required privacy notices;
- It has obtained any permissions, consents, or authorizations required by law, contract, or professional obligation;
- It has a lawful basis to share Candidate information with intended recipients;
- Customer Content does not violate another person’s privacy, confidentiality, intellectual-property, publicity, contractual, or other rights; and
- Customer Content is not intentionally false, deceptive, defamatory, or materially misleading.
Customers should not submit Social Security numbers, complete financial-account numbers, medical records, biometric identifiers, government identification documents, or similarly sensitive information unless that information is necessary, lawful, and expressly supported by the Services.
ZOCALO may remove, restrict, or refuse to process Customer Content that reasonably appears to violate these Terms, applicable law, another person’s rights, or ZOCALO’s security requirements.
ZOCALO is not required to independently verify every resume, job description, recruiter note, professional contact, candidate representation, or other item of Customer Content.
Customers are responsible for maintaining copies of information they need. Unless expressly stated in an Order Form, the Services are not intended to be the Customer’s sole permanent recordkeeping or archival system.
9. Candidate and Employment Responsibilities
Customers are responsible for their recruiting, staffing, and employment practices.
This includes responsibility for:
- Confirming that a Candidate may lawfully be represented or presented;
- Accurately describing a Candidate’s experience and availability;
- Obtaining Candidate permission where required;
- Providing Candidate and applicant notices;
- Responding to Candidate privacy requests;
- Complying with anti-discrimination and equal-employment laws;
- Making lawful and appropriate hiring recommendations;
- Conducting required human review;
- Determining whether a Candidate should be interviewed, rejected, advanced, or hired;
- Confirming professional qualifications and references; and
- Complying with laws applicable to background checks, consumer reports, automated employment tools, and employment records.
Unless a separate signed agreement expressly states otherwise, the software Services do not make ZOCALO:
- The employer or prospective employer of a Candidate;
- An employer of record;
- A party to an employment agreement;
- A guarantor of Candidate performance;
- A background-check provider; or
- A consumer reporting agency.
The Services are not designed to provide consumer reports under the Fair Credit Reporting Act or similar laws. You may not use information obtained through the Services to determine eligibility for credit, insurance, housing, or another purpose regulated as consumer-reporting activity unless ZOCALO has expressly agreed in writing that the relevant Service is designed for that purpose.
You may not use the Services to make or facilitate an unlawful employment decision based on race, color, religion, sex, pregnancy, gender, gender identity, sexual orientation, national origin, ancestry, age, disability, medical condition, genetic information, veteran status, or any other protected characteristic.
10. Artificial Intelligence and Automated Features
ZOCALO may use artificial intelligence, machine learning, algorithms, and other automated technologies to assist with recruiting workflows.
These features may help:
- Analyze resumes and job descriptions;
- Summarize Candidate experience;
- Compare Candidates with job requirements;
- Identify Candidate strengths or possible concerns;
- Recommend interview questions;
- Position Candidates for particular opportunities;
- Identify relevant hiring stakeholders;
- Draft or personalize outreach;
- Organize Customer Content;
- Produce engagement or workflow insights;
- Recommend possible next actions; and
- Generate reports or other outputs.
AI-generated content may be incomplete, inaccurate, outdated, biased, or unsuitable for a particular situation.
You are responsible for:
- Reviewing AI-generated outputs;
- Verifying important information;
- Applying professional judgment;
- Correcting inaccuracies;
- Ensuring that communications are truthful and appropriate;
- Providing meaningful human oversight; and
- Determining whether an output may lawfully be used in a recruiting or employment process.
AI-generated outputs are not legal, employment, human-resources, compliance, or professional advice.
ZOCALO does not guarantee that an AI recommendation, Candidate match, contact recommendation, email, profile, or other output will produce a response, interview, placement, hire, or other result.
AI outputs may not be unique. Other users may receive the same or similar content.
As between ZOCALO and the Customer, the Customer may use outputs generated specifically for it, subject to these Terms and to the extent permitted by applicable law. ZOCALO retains all rights in the Services, underlying models, systems, prompts, workflows, algorithms, methods, templates, and technology used to generate those outputs.
You may not use ZOCALO outputs as the sole basis for an employment decision that has a legal or similarly significant effect on a Candidate.
11. Communications and Outreach
The Services may allow Customers to create, personalize, send, or manage recruiting and business communications.
When a Customer directs ZOCALO to send or facilitate a communication, the Customer:
- Authorizes ZOCALO and its service providers to process and transmit the communication;
- Is responsible for recipient selection;
- Is responsible for the truthfulness and lawfulness of the message;
- Must use accurate sender information;
- Must avoid deceptive subject lines and representations;
- Must provide any disclosures required by law;
- Must maintain a valid business identity and postal address where required;
- Must provide and honor legally required opt-out methods;
- Must respect suppression and do-not-contact requests; and
- Must comply with applicable email, privacy, telemarketing, employment, and direct-marketing laws.
Customers may not use the Services to send spam, facilitate abusive campaigns, impersonate another person, conceal the origin of a message, or contact people who have validly opted out.
ZOCALO may:
- Track delivery, bounce, reply, unsubscribe, open, and click information where supported and enabled;
- Maintain suppression records;
- Limit sending volume;
- Review campaign activity for security and compliance;
- Pause or suspend campaigns with elevated complaint, bounce, or abuse rates; and
- Require a Customer to correct a message, recipient list, or sending practice.
ZOCALO does not guarantee message delivery, inbox placement, response rates, or business outcomes.
The Customer remains responsible for communications sent at its direction, even when ZOCALO provides the technology, suggested wording, automation, or delivery service.
12. Professional Contact Information and Third-Party Data
The Services may use professional or business information obtained from Customers, public sources, integrations, commercial data providers, recruiting providers, or other third parties.
Such information may include:
- Names;
- Employers;
- Job titles;
- Work email addresses;
- Business telephone numbers;
- Professional profiles;
- Company information;
- Hiring responsibilities;
- Recruiting or business signals; and
- Other professional information.
Third-party and public-source information may be inaccurate, incomplete, outdated, or duplicated. Customers should verify important contact and employment information before relying on it.
Unless expressly permitted in an Order Form, you may not:
- Resell professional contact information;
- Publish it as a standalone directory;
- Export it to create a competing contact database;
- Provide it to an unrelated third party;
- Use it for an unrelated consumer purpose;
- Use it to harass, stalk, or discriminate; or
- Circumvent limits imposed by ZOCALO or the applicable data provider.
Your use of third-party data may also be subject to provider-specific terms and restrictions.
13. Integrations and Connected Services
Customers may connect the Services to applicant tracking systems, customer relationship management systems, email providers, calendar providers, authentication services, data providers, and other third-party platforms.
By enabling an integration, you authorize ZOCALO to access, exchange, and process information through that integration within the permissions you approve.
You are responsible for:
- Having authority to connect the applicable account;
- Selecting appropriate permissions;
- Complying with the third party’s terms;
- Reviewing data before synchronizing or sending it; and
- Revoking access when it is no longer needed.
Third-party integrations are controlled by their providers. ZOCALO is not responsible for:
- A third party’s independent data practices;
- A third party’s service availability;
- Changes to a third-party API;
- Loss of integration functionality;
- Third-party errors or security incidents; or
- Information processed independently by a third party.
ZOCALO may modify, suspend, or discontinue an integration if the provider changes its service, access terms, technical requirements, or permissions.
14. Privacy, Data Processing, and Security
ZOCALO processes personal information as described in its Privacy Policy.
When ZOCALO processes Customer Content on a Customer’s behalf, the Customer generally determines the purposes and means of that processing, and ZOCALO generally acts as the Customer’s processor, service provider, or contractor.
A separate Data Processing Agreement may apply where required or agreed. If an executed Data Processing Agreement conflicts with these Terms regarding personal-data processing, the Data Processing Agreement will control for that issue.
ZOCALO may use subprocessors and service providers to deliver the Services.
ZOCALO uses administrative, technical, and organizational safeguards designed to protect the Services and Customer Content. No system, service, network, transmission, or storage environment can be guaranteed to be completely secure.
Customers and users must use reasonable security measures, including protecting:
- Credentials;
- Connected accounts;
- Access links;
- Devices;
- Administrative permissions; and
- Exported or downloaded information.
You must promptly notify ZOCALO at info@zocalo26.com if you reasonably believe that an account, candidate profile, access link, or connected service has been compromised.
15. Fees, Subscriptions, and Payment
Fees, billing frequency, subscription terms, usage limits, and included features will be stated in the applicable Order Form or purchasing interface.
Unless otherwise stated:
- Fees are quoted in U.S. dollars;
- Fees are due according to the applicable Order Form or invoice;
- The Customer is responsible for applicable sales, use, value-added, or similar taxes, excluding taxes based on ZOCALO’s net income;
- Fees are non-refundable except where required by law or expressly stated in an Order Form;
- Failure to pay may result in suspension or termination; and
- The Customer is responsible for reasonable collection costs associated with overdue undisputed amounts.
If an Order Form provides for automatic renewal, the subscription will renew for the stated renewal period unless either party gives timely notice of non-renewal in the manner stated in the Order Form.
ZOCALO may change subscription pricing for a future renewal term by providing reasonable advance notice. A fee change will not retroactively alter fees already due for the current committed term.
A Customer that disputes an invoice must notify ZOCALO within 30 days after the invoice date and explain the basis for the dispute. Undisputed amounts remain payable.
Free Trials and Beta Access
ZOCALO may offer free trials, pilot programs, demonstrations, or beta access.
Unless clearly disclosed before the trial begins, a free trial will not automatically convert into a paid subscription.
ZOCALO may modify or end a free trial or beta program at any time. Beta features may be incomplete, change without notice, and contain errors.
16. License to Use the Services
Subject to these Terms, the applicable Order Form, and payment of required fees, ZOCALO grants you a limited, nonexclusive, nontransferable, nonsublicensable, revocable right to access and use the Services for your authorized internal business purposes.
This license does not transfer ownership of the Services or ZOCALO technology.
You may not:
- Resell or sublicense the Services unless expressly authorized;
- Operate the Services as a service bureau for unrelated third parties;
- Copy or reproduce the Services except as permitted;
- Reverse engineer, decompile, or attempt to derive source code;
- Circumvent usage, access, or security restrictions;
- Use the Services to build a competing product;
- Use ZOCALO content or outputs to train or improve a competing model or system;
- Remove copyright, trademark, or proprietary notices; or
- Access the Services beyond the permissions or usage limits granted to you.
17. ZOCALO Intellectual Property
ZOCALO and its licensors own all right, title, and interest in and to:
- The Services;
- Software and source code;
- User-interface designs;
- Candidate-profile layouts;
- Workflows;
- Features;
- Templates;
- Documentation;
- Models;
- Algorithms;
- Prompts;
- Scoring and recommendation methods;
- Databases and data structures;
- Product analytics;
- Trademarks;
- Logos;
- Branding;
- Improvements;
- Updates; and
- Related intellectual-property rights.
Except for the limited license expressly granted in these Terms, no rights are transferred to you.
A Customer retains ownership of its own names, trademarks, and logos. The Customer grants ZOCALO permission to display those materials within the Services as necessary to provide Customer-branded profiles, portals, communications, or other requested functionality.
Neither party may use the other party’s name or logo in public marketing, a press release, or a customer list without permission or a separate written agreement.
18. Feedback
You may provide ideas, suggestions, feature requests, corrections, or other feedback concerning the Services.
Feedback is voluntary and is not treated as confidential unless ZOCALO agrees otherwise in writing.
You grant ZOCALO a perpetual, worldwide, irrevocable, transferable, sublicensable, royalty-free right to use, reproduce, modify, develop, commercialize, and otherwise use that feedback without restriction or compensation.
This does not give ZOCALO ownership of Customer Content merely because Customer Content is included in a support request.
19. Usage Data, Aggregated Data, and Product Improvement
ZOCALO may collect and analyze information concerning the provision, operation, security, use, and performance of the Services.
This may include:
- Feature usage;
- Technical and diagnostic information;
- Workflow activity;
- System performance;
- Engagement trends;
- Error information;
- Usage volumes; and
- Related service metadata.
ZOCALO may use this information to:
- Operate and secure the Services;
- Provide Customer-specific analytics;
- Diagnose problems;
- Improve functionality;
- Develop new features;
- Improve AI-assisted tools;
- Analyze overall recruiting and engagement trends;
- Create benchmarks; and
- Conduct research.
ZOCALO may use and disclose aggregated or de-identified information for legitimate business purposes, provided that it does not reasonably identify an individual or Customer.
ZOCALO will not attempt to re-identify information that it maintains as de-identified, except where permitted by law to test whether de-identification remains effective.
20. Confidentiality
Each party may receive confidential or proprietary information belonging to the other.
“Confidential Information” includes nonpublic business, technical, financial, product, security, customer, candidate, recruiting, and operational information that is marked confidential or should reasonably be understood to be confidential.
Customer Content is the Customer’s Confidential Information. Nonpublic information about the Services, product roadmap, technology, pricing, models, security, and performance is ZOCALO’s Confidential Information.
The receiving party will:
- Use Confidential Information only to perform or receive the Services;
- Protect it using at least reasonable care;
- Disclose it only to employees, contractors, advisers, and Authorized Users who need to know it and are subject to confidentiality obligations; and
- Not disclose it to an unrelated third party without authorization.
Confidential Information does not include information that the receiving party can demonstrate:
- Was already lawfully known without restriction;
- Becomes public through no breach of these Terms;
- Is received lawfully from a third party without confidentiality obligations; or
- Is independently developed without use of the other party’s Confidential Information.
A receiving party may disclose Confidential Information where legally required, provided it gives advance notice when legally permitted and reasonably cooperates with efforts to limit the disclosure.
Profile Viewers must keep nonpublic Candidate information confidential for as long as that information remains nonpublic.
Unauthorized use or disclosure of Confidential Information may cause harm that cannot be adequately remedied by money alone. The affected party may seek appropriate injunctive or equitable relief in addition to other available remedies.
21. Acceptable Use
You may not use or attempt to use the Services to:
- Violate any law, regulation, court order, or third-party right;
- Infringe privacy, confidentiality, publicity, intellectual-property, or contractual rights;
- Upload or share information without proper authority;
- Misrepresent a Candidate, job, company, sender, or identity;
- Make unlawful discriminatory employment decisions;
- Harass, threaten, stalk, or intimidate another person;
- Send spam or deceptive communications;
- Ignore valid unsubscribe or do-not-contact requests;
- Collect or use information for an unrelated or unlawful purpose;
- Scrape or systematically extract profiles, contact data, or Service content;
- Use unauthorized scripts, bots, crawlers, or automated access tools;
- Resell or redistribute information obtained through the Services;
- Circumvent authentication, domain restrictions, usage limits, or security controls;
- Probe, scan, or test vulnerabilities without written authorization;
- Upload malware, viruses, harmful code, or destructive content;
- Interfere with the integrity, availability, or performance of the Services;
- Attempt unauthorized access to an account, system, or network;
- Impersonate another person or organization;
- Reverse engineer or copy proprietary functionality;
- Use the Services or outputs to develop a competing service;
- Re-identify de-identified information;
- Publicly benchmark the Services without ZOCALO’s written permission;
- Use Candidate or professional information for credit, insurance, housing, or another unauthorized eligibility decision;
- Use the Services to conduct unauthorized background checks;
- Submit content that is defamatory, fraudulent, obscene, exploitative, or illegal; or
- Help another person do any of the foregoing.
ZOCALO may investigate suspected violations and cooperate with Customers, service providers, regulators, or law enforcement where reasonably necessary and legally permitted.
22. Interactions, Decisions, and Outcomes
Customers, Candidates, Profile Viewers, hiring managers, and other users are responsible for their interactions and decisions.
ZOCALO does not guarantee:
- That Candidate information is complete or accurate;
- That a Candidate is available or interested;
- That a hiring manager has authority to make a decision;
- That an employer will interview or hire a Candidate;
- That a Candidate will accept an opportunity;
- That an outreach message will receive a response;
- That a placement will be successful;
- That a user will act professionally or lawfully; or
- That engagement activity reflects actual hiring intent.
Except where ZOCALO has entered into a separate recruiting agreement, disputes concerning Candidate representation, ownership, fees, hiring decisions, communications, employment, or interactions among users should be resolved directly among the applicable parties.
To the fullest extent permitted by law, ZOCALO is not responsible for harm caused solely by the conduct, statements, omissions, or employment decisions of a Customer, Candidate, Profile Viewer, or other third party.
23. Third-Party Content and Links
The Services may include third-party information, professional-profile links, websites, files, integrations, or content.
ZOCALO does not control and is not responsible for third-party:
- Content;
- Accuracy;
- Availability;
- Security;
- Privacy practices;
- Terms;
- Products;
- Services; or
- Conduct.
A link or integration does not mean that ZOCALO endorses the third party.
Your use of a third-party service is governed by the third party’s terms and privacy practices.
24. Service Changes and Availability
ZOCALO may improve, modify, add, remove, or discontinue features as the Services evolve.
For paid Customers, ZOCALO will use commercially reasonable efforts to provide notice before materially discontinuing a core paid feature, unless immediate action is reasonably necessary for security, legal compliance, third-party service changes, or prevention of harm.
The Services may be unavailable from time to time because of:
- Maintenance;
- Updates;
- Internet or infrastructure failures;
- Third-party outages;
- Security incidents;
- Emergency conditions;
- Force majeure events; or
- Circumstances outside ZOCALO’s reasonable control.
Unless an executed service-level agreement states otherwise, ZOCALO does not guarantee a specific uptime percentage or uninterrupted availability.
25. Suspension and Termination
You may stop using the Services at any time.
A Customer may cancel or decline renewal according to its applicable Order Form.
ZOCALO may suspend, limit, or terminate access where reasonably necessary because of:
- A material breach of these Terms;
- Nonpayment;
- Unauthorized or fraudulent activity;
- A security risk;
- Excessive complaints or harmful outreach;
- Violation of another person’s rights;
- Legal or regulatory requirements;
- Misuse of Candidate or contact information;
- Conduct that may harm ZOCALO, a Customer, a Candidate, or another person; or
- Use that threatens the integrity or availability of the Services.
Where practical, ZOCALO will provide notice and an opportunity to correct a curable breach before terminating a paid Customer account. Immediate suspension may occur where necessary to protect security, privacy, legal compliance, or other users.
Upon termination:
- Your right to use the Services ends;
- Outstanding fees remain due;
- You must stop using ZOCALO Confidential Information;
- Private profile access may be revoked; and
- Customer Content may be retained or deleted in accordance with the Privacy Policy, Order Form, applicable law, and ZOCALO’s backup procedures.
Customers are responsible for exporting information they need before access ends, subject to available export functionality.
Sections that by their nature should survive termination will survive, including provisions concerning ownership, confidentiality, aggregated data, disclaimers, liability, indemnification, disputes, and accrued payment obligations.
26. Disclaimer of Warranties
To the fullest extent permitted by law, the Services are provided “as is” and “as available.”
ZOCALO disclaims all warranties not expressly stated in a signed agreement, including implied warranties of:
- Merchantability;
- Fitness for a particular purpose;
- Title;
- Noninfringement;
- Accuracy; and
- Quiet enjoyment.
ZOCALO does not warrant that:
- The Services will always be available, uninterrupted, secure, or error-free;
- Every defect will be corrected;
- Candidate, company, job, contact, or third-party information will be complete or accurate;
- AI outputs will be accurate, unbiased, unique, or suitable;
- Recommendations will produce a particular outcome;
- Communications will be delivered or answered;
- Engagement data will reflect actual intent;
- A Candidate will be interviewed, hired, placed, or successful; or
- The Services will satisfy every law or Customer-specific requirement without appropriate Customer configuration, review, and compliance measures.
No oral or written statement creates a warranty unless included in an authorized written agreement signed by ZOCALO.
27. Limitation of Liability
To the fullest extent permitted by law, ZOCALO and its affiliates, officers, directors, employees, contractors, licensors, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages.
This exclusion includes damages for:
- Lost profits;
- Lost revenue;
- Lost business;
- Lost opportunities;
- Loss of goodwill;
- Loss or corruption of data;
- Business interruption;
- Failed placements;
- Failed communications;
- Employment decisions;
- Replacement services; or
- Unauthorized third-party conduct.
This exclusion applies regardless of the theory of liability and even if ZOCALO was advised that such damages were possible.
To the fullest extent permitted by law, ZOCALO’s total aggregate liability arising out of or relating to the Services or these Terms will not exceed:
- The amount the applicable Customer paid or was required to pay ZOCALO for the affected Services during the 12 months immediately preceding the event giving rise to the claim; or
- If no fees were paid for the affected Services, $100.
These limitations apply collectively to all claims and will not be increased by the existence of multiple incidents, claims, or parties.
Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited.
The limitations applicable to ZOCALO do not limit:
- Your payment obligations;
- Your indemnification obligations;
- Your liability for unauthorized use of the Services;
- Your liability for breach of confidentiality; or
- Your infringement or misappropriation of ZOCALO’s intellectual-property rights.
28. Indemnification
You will defend, indemnify, and hold harmless ZOCALO and its affiliates, officers, directors, employees, contractors, and agents from third-party claims, damages, judgments, liabilities, losses, penalties, costs, and reasonable attorneys’ fees arising out of or relating to:
- Customer Content;
- Your use or misuse of the Services;
- Your breach of these Terms;
- Your violation of applicable law;
- Your failure to obtain a required notice, consent, authorization, or lawful basis;
- A Candidate or professional-contact claim arising from information you submitted, shared, or used;
- Your recruiting, hiring, rejection, placement, or employment decision;
- Communications or outreach sent at your direction;
- Your infringement of another person’s privacy, confidentiality, intellectual-property, publicity, contractual, or other rights;
- Your unlawful or misleading Candidate representation;
- Your use of third-party data; or
- The conduct of your Authorized Users.
ZOCALO will:
- Provide reasonable notice of a covered claim;
- Permit you to control the defense and settlement, subject to ZOCALO’s right to participate with its own counsel; and
- Provide reasonable cooperation at your expense.
You may not settle a claim in a manner that admits wrongdoing by ZOCALO, imposes an obligation on ZOCALO, or restricts ZOCALO’s business without ZOCALO’s written consent.
You are not required to indemnify ZOCALO to the extent a claim was directly caused by ZOCALO’s gross negligence, willful misconduct, or material breach of its own obligations.
29. Intellectual-Property Complaints
ZOCALO respects intellectual-property rights.
A person who believes that content available through the Services infringes their copyright or another intellectual-property right may contact:
Email: info@zocalo26.com
Subject: Intellectual Property Complaint
The notice should include:
- Identification of the protected work;
- Identification and location of the allegedly infringing material;
- The complaining party’s contact information;
- A statement explaining the basis of the complaint;
- A good-faith statement that the disputed use is not authorized; and
- A statement that the information provided is accurate and that the sender is authorized to act.
ZOCALO may remove or restrict disputed content and may terminate repeat infringers where appropriate.
30. Informal Dispute Resolution
Before filing a lawsuit arising from these Terms or the Services, the complaining party will send written notice describing:
- The party’s name and contact information;
- The relevant account or organization;
- The facts underlying the dispute;
- The requested resolution; and
- Any supporting information reasonably necessary to understand the claim.
The parties will attempt in good faith to resolve the dispute informally for at least 30 days after receipt of the notice.
This requirement does not prevent either party from seeking immediate temporary or injunctive relief where necessary to protect confidential information, intellectual property, security, or access to the Services.
Dispute notices to ZOCALO must be sent to:
Zocalo LLC
2447 Pacific Coast Hwy, Suite 200
Hermosa Beach, CA 90254
United States
Email: info@zocalo26.com
Subject: Legal Notice
31. Governing Law and Venue
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles, except to the extent applicable law requires otherwise.
Any lawsuit arising out of or relating to these Terms or the Services must be brought exclusively in:
- The state courts located in New Castle County, Delaware; or
- The United States District Court for the District of Delaware.
Each party consents to the personal jurisdiction of those courts and waives objections based on venue or an inconvenient forum.
To the extent permitted by law, the prevailing party in an action arising from these Terms may recover its reasonable attorneys’ fees and costs.
Nothing in this section prevents ZOCALO from seeking injunctive or equitable relief in another jurisdiction to protect its intellectual property, Confidential Information, systems, or users.
32. Changes to These Terms
ZOCALO may update these Terms to reflect changes in the Services, business practices, technology, or legal requirements.
The updated Terms will include a revised “Last Updated” date.
For material changes affecting an active paid subscription, ZOCALO will provide reasonable notice by email, through the Services, or by another appropriate method unless a change must take effect sooner for legal, security, or emergency reasons.
Continued use of the Services after updated Terms take effect constitutes acceptance of the updated Terms.
A change will not retroactively alter rights or obligations arising before its effective date unless required by law or agreed by the parties.
33. Electronic Communications and Records
You agree that ZOCALO may provide agreements, notices, disclosures, invoices, updates, and other communications electronically, including by email or through the Services.
You are responsible for maintaining a current email address and reviewing notices sent to that address.
Electronic communications satisfy any legal requirement that a communication be in writing to the extent permitted by law.
You may retain copies of these Terms and other electronic records for your files.
34. General Terms
Entire Agreement
These Terms, the applicable Order Form, and any separately executed agreement constitute the complete agreement concerning the Services and replace prior discussions or understandings regarding the same subject.
Order of Priority
If documents conflict, the following order generally applies:
- A separately signed master services or recruiting agreement;
- An applicable Data Processing Agreement, for personal-data processing matters;
- The Order Form, for pricing, plan, term, and commercial matters;
- These Terms; and
- Referenced policies and documentation.
Assignment
You may not assign these Terms without ZOCALO’s written consent, except as part of a merger or sale of substantially all of your business where the successor agrees to these Terms and is not a direct competitor of ZOCALO.
ZOCALO may assign these Terms in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, or transfer to an affiliate.
Force Majeure
ZOCALO is not responsible for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, labor disputes, government action, internet or utility failures, cloud-provider failures, epidemics, cyberattacks, or third-party service interruptions.
Severability
If a provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable. The remaining provisions will remain effective.
No Waiver
A failure to enforce a provision is not a waiver of the right to enforce it later.
Independent Parties
The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary relationship, franchise, employment relationship, or agency relationship.
Neither party may bind the other except as expressly authorized.
Export and Sanctions Compliance
You may not use or export the Services in violation of applicable export-control, sanctions, or trade laws.
No Third-Party Beneficiaries
Except for the ZOCALO parties protected by the warranty, liability, and indemnification provisions, these Terms do not create rights for anyone who is not a party to them.
Headings
Section headings are provided for convenience and do not change the meaning of these Terms.
35. Contact ZOCALO
Questions regarding these Terms may be sent to:
Zocalo LLC
2447 Pacific Coast Hwy, Suite 200
Hermosa Beach, CA 90254
United States
Email: info@zocalo26.com