Terms of Service

1. About Zuploy

Zuploy LLC ("Zuploy", "we", "us", or "our") is a technology platform that connects businesses with independent contractors ("workers") for on-demand shift work. Zuploy is a marketplace — we are not an employer, staffing agency, or party to any employment relationship between businesses and workers.

2. Eligibility

To use Zuploy you must:

• Be at least 18 years of age
• Have legal authority to work in the United States (workers)
• Have legal authority to operate a business and engage contractors in your jurisdiction (businesses)
• Provide accurate, complete, and current information during registration
• Not have been previously suspended or removed from the Zuploy platform

3. Independent Contractor Relationship

Workers on the Zuploy platform are independent contractors, not employees of Zuploy or of the businesses they work with. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between any parties.

As an independent contractor, each worker:

• Sets their own schedule and chooses which shifts to accept or decline
• May work for multiple businesses simultaneously or through multiple platforms
• Is responsible for their own taxes, including self-employment tax
• Is not entitled to employee benefits including health insurance, retirement plans, or paid leave
• Provides their own tools and transportation

4. Platform Fees

Zuploy charges platform fees to businesses and a service fee to workers on each completed shift. Fees are calculated automatically based on usage volume and relationship history between specific business and worker pairs.

Current fee rates, structures, and any applicable optional service charges are published on the Zuploy Pricing page at zuploy.com/#pricing. Fees may be updated from time to time with reasonable notice to users. All fees are charged automatically upon verified shift completion through our payment processor, Stripe.

By using the platform, you agree to the fees applicable at the time of each shift as published on the Pricing page.

5. Fill-or-Free Guarantee

The Fill-or-Free guarantee is available to businesses on Growth, Growth Plus, and Enterprise volume tiers. When all four stages of the automated cascade fill system are exhausted without a verified geofenced clock-in, the business platform fee for that shift is automatically credited to the business account.

The Fill-or-Free guarantee applies only when:

• The shift was posted at least 2 hours before the start time
• The shift duration is at least 4 hours
• The posted hourly rate meets the platform minimum for the shift duration
• The business account is in good standing

Fill-or-Free credits apply to platform fees only. Worker wages are never credited as no worker was engaged.

6. Background Checks

All workers on the Zuploy platform must consent to and pass a background check conducted by Checkr, Inc. before their first shift. Background check results are used solely to determine platform eligibility and are handled in accordance with the Fair Credit Reporting Act (FCRA) and applicable state laws. Workers have the right to dispute inaccurate background check information.

7. Geofenced Clock-In

Workers must clock in and out using the Zuploy platform. Clock-in is verified through a multi-factor location verification system to confirm physical presence at the shift venue. Workers who cannot be verified as present at the shift venue will not be considered clocked in. Shift payment is contingent on verified clock-in and clock-out.

8. Worker Obligations

Workers agree to:

• Appear on time and complete every shift they accept
• Maintain professional conduct at all business locations
• Hold all required certifications for the roles they accept (TABC, Food Handler, etc.)
• Not solicit off-platform payments from businesses for work arranged through Zuploy
• Not attempt to game the platform reliability scoring or shift fill systems
• Report any workplace safety issues immediately

9. Business Obligations

Businesses agree to:

• Provide accurate shift information including location, role, hours, and pay rate
• Treat workers with respect and maintain a safe working environment
• Not solicit workers for off-platform arrangements during or after shifts
• Pay all platform fees as invoiced through Stripe
• Not misuse the Fill-or-Free guarantee by posting shifts with no genuine staffing intent

10. Prohibited Conduct

The following are strictly prohibited on the Zuploy platform:

• Creating false or misleading profiles
• Arranging cash payments or off-platform transactions for work sourced through Zuploy
• Harassing, discriminating against, or threatening any platform user
• Submitting false shift completions, fraudulent clock-ins, or manipulated ratings
• Attempting to reverse-engineer, scrape, or misuse platform data or algorithms
• Using the platform for any unlawful purpose

Violation of these prohibitions may result in immediate account suspension, forfeiture of pending earnings, and legal action.

11. Ratings and Reviews

Both businesses and workers may rate each other after each shift. Ratings must be honest, accurate, and based on genuine shift experience. Ratings that are retaliatory, false, or designed to manipulate ZRA scores may be removed. Zuploy reserves the right to investigate and resolve rating disputes.

12. Intellectual Property

All content on the Zuploy platform — including the platform reliability algorithm, automated cascade fill system logic, software, designs, logos, and trademarks — is the exclusive property of Zuploy LLC. Zuploy™ is a registered trademark. You may not use, copy, reproduce, or distribute any Zuploy intellectual property without written permission.

13. Limitation of Liability

To the maximum extent permitted by law, Zuploy LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the platform, including but not limited to loss of profits, loss of data, or business interruption. Zuploy's total liability to any user for any claim arising from use of the platform shall not exceed the total fees paid by that user to Zuploy in the 3 months preceding the claim.

14. Disclaimer of Warranties

The Zuploy platform is provided "as is" and "as available" without warranty of any kind. Zuploy does not warrant that the platform will be uninterrupted, error-free, or completely secure. We do not guarantee the quality, suitability, or reliability of any worker or business on the platform.

15. Indemnification

You agree to indemnify and hold harmless Zuploy LLC and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from your use of the platform, your violation of these Terms, or your violation of any rights of another party.

16. Governing Law and Disputes

These Terms are governed by the laws of the State of Texas, without regard to conflict of law provisions. Any disputes arising from these Terms or your use of Zuploy shall be resolved through binding arbitration in Dallas County, Texas, under the rules of the American Arbitration Association, except that either party may seek injunctive relief in court for intellectual property violations.

17. Termination

Zuploy reserves the right to suspend or terminate any account at any time for violation of these Terms, fraudulent activity, or conduct harmful to the platform, other users, or Zuploy LLC. You may close your account at any time by contacting founders@zuploy.com. Termination does not affect any rights or obligations that arose before termination.

18. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes at least 30 days before they take effect via email or platform notice. Your continued use of Zuploy after the effective date constitutes acceptance of the updated Terms.

19. Contact