Terms of Use

These End User Terms of Use (”Terms of Use”) govern your use of the CoDev staffing platform (the “Platform”), including the CoDev web portal and all manuals and other materials provided by CoDev in printed, electronic, or other form that describe the Platform or its use (“Documentation”). If there is a master service agreement (“MSA”) between Zylun Staffing LLC, (”CoDev”), and your employer or other person or entity who has provided you access to the Platform (”Client”), these Terms of Use are subject to such MSA.

BY CLICKING THE “CREATE ACCOUNT” BUTTON YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCESS AND USE THE PLATFORM; AND (ii) ACCEPT THESE TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CLICK THE “CREATE ACCOUNT” BUTTON AND YOU WILL HAVE NO RIGHT TO, AND MUST NOT ACCESS OR USE, THE PLATFORM.

Access and Use. Subject to your strict compliance with these Terms of Use, CoDev hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Platform solely in accordance with the Documentation and for your internal business purposes. The foregoing right will terminate immediately on the earlier to occur of:

1. the expiration or earlier termination of the MSA, if any; or

2. your ceasing to be authorized by CoDev to use the Platform for any or no reason.

Use Restrictions. You shall not, directly or indirectly:

1. Use the Platform or Documentation except as set forth in Section 1;

2. Copy the Platform (or any part thereof) or Documentation, in whole or in part;

3. Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform or any part thereof;

4. Combine the Platform or any part thereof with, or incorporate the Platform or any part thereof in, any other programs;

5. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;

6. Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Platform or Documentation, including any copy thereof;

7. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Platform or any features or functionality of the Platform, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Client, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

8. Use the Platform or Documentation in violation of any law, regulation, or rule; or

9. Use the Platform or Documentation for purposes of competitive analysis of the Platform, the development of a competing product or service, or any other purpose that is to CoDev’s commercial disadvantage.

Non-Solicitation. For purposes of this Section 3, “Service Provider” means any developer or other person (a) whose services are available through the Platform, and (b) to whom you have been introduced or whose contact information you have received through the Platform or from CoDev. For the duration of your right to access and use the Platform pursuant to Section 1 and for a period of one (1) year thereafter, you shall not, and shall not permit or cause any third party to, directly or indirectly, hire or solicit any Service Provider or encourage any Service Provider to leave terminate their affiliation with CoDev or hire any Service Provider who has terminated such affiliation with CoDev, except pursuant to a general solicitation which is not directed specifically to any such Service Provider. Notwithstanding the foregoing, nothing in this Section 3 shall prevent you from hiring (i) any Service Provider whose affiliation with CoDev has been terminated by CoDev; or (ii) after 360 days from the date of termination of such affiliation, any Service Provider whose affiliation with CoDev has been terminated by the Service Provider.

Privacy Policy. CoDev complies with its privacy policy, available at [https://www.codev.com/privacy-policy/] (”Privacy Policy”), in providing the Platform. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Platform, you acknowledge that you have reviewed and accepted the Privacy Policy, and you consent to all actions taken by CoDev with respect to your information in compliance with the then-current version of the Privacy Policy.

Intellectual Property Rights. You acknowledge that access to and use of the Platform is provided to you on a temporary basis and that neither the Platform nor any part thereof is sold to you. You do not acquire any ownership interest in the Platform under this Agreement, or any other rights to the Platform other than to use the Platform in accordance with this Agreement, subject to all terms, conditions, and restrictions imposed by CoDev, including but not limited to those set forth in the MSA. CoDev and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform and all intellectual property rights arising out of or relating to the Platform, subject to the license expressly granted to the Client in this Agreement. You shall safeguard the Platform (including all parts thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

Disclaimer of Liability. IN NO EVENT WILL CODEV OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE PLATFORM. YOU ARE PROVIDED ACCESS TO THE PLATFORM PURSUANT TO THE MSA BETWEEN CODEV AND CLIENT, SOLELY FOR THE BENEFIT OF CLIENT AND AT CLIENT’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY CODEV OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE PLATFORM SHALL BE SOLELY TO CLIENT PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

Export Regulation. The Platform may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform to, or make the Platform or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform available outside the US.

Governing Law. These Terms of Use are governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Utah.