Terms & Conditions

Welcome to Proper!

These are PROPER’S Terms of Use, posted on and effective as of [January, 1st 2024].

[RampUp Staffing Solutions, Inc.] and its affiliates or subsidiaries (collectively, “[PROPER]”, “Us”, “We”, or “Our”) owns, operates, and/or provides this [PROPER URL], along with any of its other services or other channels to access the services and features of [PROPER URL] (collectively, or individually, “Proper”) subject to your compliance to and agreement to these Terms of Use (“TOU”, or “Agreement”) together with the Privacy Policy (MAKE THIS INTO A LINK TO THE PP). By accessing and/or using PROPER, you (“You”, “User”, or “Your”) accept and agree to be bound by the terms and conditions set forth in these TOU.

USING PROPER

You can only use Proper if You (1) can legally enter into a binding contract and agree to the terms of this TOU, and (2) if You are over the age of 18. If either one of these do not apply, You cannot use or access Proper. If You are representing a company, organization, or any other legal entity, You are authorized to accept these TOU on behalf of the company, organization, or other legal entity You are representing. –

 

[PROPER] provides services and features that may evolve as time passes. We may not provide notice to you that these services and/or features are changing. We reserve the right to make any changes to any portion or part of PROPER without providing You with notice. If You ever have any questions regarding any such changes, please contact at us at the information provided within this Agreement. You are solely responsible for the activity on Your account so please act wisely. Do not provide Your Proper login information to anyone.

 

CONTENT

Proper features data, information, usernames, contact information, compensation information and images, text, graphics, videos, photographs, sounds, and other materials (collectively, “Content”). By using Proper and uploading, posting, or providing Content on Proper (“Your Content”), You represent and warrant that, with respect to Your Content, (1) You own, or have the necessary rights to use Your Content in connection with Proper, (2) You are not violating the rights, of any kind, of any third-party, (3) You have the necessary rights to grant [PROPER] a License (as defined in this TOU) to use Your Content, (4) You will indemnify [PROPER] if any of Your Content violates any third-party rights and/or any fees are due or owed in connection with Your Content being on Proper, and (5) all information that you provide or display on Proper is accurate and honest. We reserve the right to remove any of Your Content at any time, at Our sole and absolute discretion. If Your Content violates these TOU, you may be held fully liable for any breaches, misrepresentations, violations, legal fees or penalties, or the like. If You delete any of Your Content, [PROPER] reserves the right to retain any such previously provided Content, irrespective of deletion. Deletion of any portion of Your Content does not constitute a revocation of any of the rights granted to Proper in and to Your Content.

 

[PROPER] depends on the honesty of its users and does not guarantee the accuracy of any information posted, listed, or described by its users.

 

[PROPER] responds to claims of copyright infringement in accordance with the Digital Millennium Copyright Act of 1998 (Title 17, United States Code). If You believe that Your Content is being infringed on by another Proper user, please notify by providing the following information and We will act accordingly:

  1. Identification of the alleged infringing material (screenshot, link, etc.);
  2. Identification of the material that is claimed to be infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Us to locate the material;
  3. Your contact information (address, telephone number, and, if available, an email address);
  4. A statement that You, the complaining party, have good faith belief that the claimed infringing material is a copyright violation and is not permitted by the copyright owner; and
  5. A statement that You have provided accurate information and, under penalty of perjury, that You are, or are authorized to act on behalf of, the copyright owner of an exclusive right that is allegedly infringed.

 

You may not use, modify, or reproduce in any form the [PROPER] trademarks, copyrights, or any other intellectual property rights, in whole or in part, except in accordance with Our brand guidelines.

 

NON-CIRCUMVENTION

You hereby represent and warrant that You will not to circumvent Proper and work with any business associates, clients, users, or any other third-parties introduced, suggested, or made available to You through Proper nor will You attempt to avoid paying Proper any of the appropriate fees based on Your use of the Proper; You acknowledge that Proper retains control and ownership of any such introduction, referral, or suggestion of any person or entity and that You cannot deal directly with any such parties without the use of Proper, or without the prior written consent of Proper. This non-circumvention provision shall expire at the end of two (2) years from the termination of this Agreement or two (2) years after the deactivation of Your account.

 

INTERACTING WITH OTHER USERS

You are solely responsible for your interactions with other users of Proper and any other parties with whom You interact through Proper. [PROPER] reserves the right, but has no obligation, to become involved in any way with these disputes. You will fully cooperate with [PROPER] to investigate any suspected unlawful, fraudulent or improper activity, including, without limitation, granting [PROPER] access to any password-protected portions of Your account.

 

PROHIBITED ACTIVITY

We want Proper to be a place of value. One where mutually beneficial business relationships can be discovered As a result, there are some guidelines You must follow when using Proper. They are:

  1. No pornographic, profane, discriminatory, unlawful, hateful, or sexually suggestive Content is permitted;
  2. You will not bully harass, stalk, intimidate, impersonate, or abuse any other users;
  3. You will not provide false information;
  4. You will not use [PROPER] for any illegal or unauthorized activities;
  5. You will not upload viruses or other malicious code;
  6. You will not steal, copy, screen shot, share, recreate or use any part of Proper for the purpose of financial gain for yourself or anyone whom you are affiliated with.
  7. You will not violate the intellectual property rights of any other user;
  8. You will not solicit the username or password of any other users;
  9. You will not impersonate any [PROPER] personnel or act as an authorized employee, or representative of [PROPER];
  10. You will not impersonate any PROPER user.
  11. You will not hack, reverse engineer, or attempt to unlawfully access any [www.Proper.co] or [PROPER] controlled or owned materials including, without limitation, services, designs, features, code, sites, stored data, information, user credentials, or intellectual property.
  12. You will not facilitate to the violation of these TOU.
  13. And lastly, follow the Golden Rule: treat others as you want them to treat you!

 

This is not an exhaustive list. [PROPER] reserves the right to deactivate or suspend any user accounts or remove any Content, at its sole and absolute discretion, regardless of any adherence to these guidelines.

 

RESERVATION OF RIGHTS

We reserve the right, at any time and in Our sole discretion, with or without notice, and without liability to You or other users, to: (i) modify, suspend, remove or terminate any part of Proper including, without limitation, its features, services, Content, and/or any portion thereof; (ii) restrict, limit, suspend or terminate Your access to some or all of the information on Proper; (iii) monitor any of Your activity on Proper to verify and ensure that You are in compliance with these TOU and/or any applicable law(s); and (iv) investigate any suspected or alleged violation of these TOU, and/or any applicable law(s), and to cooperate with authorities in such investigation.

 

TERM

This Agreement shall continue and remain in full force and effect from the day you gain access and your account goes active. You use, access, or maintain an Active Account on Proper, or any portion thereof. An “Active Account” for purposes of this Agreement, means any account that has not been “deactivated” (actual use of Your account is not necessary for it to be considered an “Active Account”).

 

TERMINATION

Violating these TOU, or the spirit of their intentions, are actions that may lead to the termination, or suspension of Your account or ability to use any portion of Proper. If You have experienced any suspension or termination, and You reasonably believe it to be a mistake, please contact Us.

 

CONFIDENTIALITY

You hereby acknowledge and agree that through the use of Proper, You will be privy to certain information related the recruiting industry and the employment of an individual, or employment by a company, including, without limitation candidate names, employer information, job salaries, candidate addresses, job descriptions, resumes, and other information related to potential employees and employers (collectively, “Confidential Information”). You will not disclose, share, discuss, use, or reproduce any Confidential Information You learn or discover of through the use of Proper. You acknowledge that (1) Confidential Information provided through the use of Proper is of a special and unique character, and (2) remedies at law for a breach of this Agreement would be inadequate. You further acknowledge that irreparable harm may result to Proper or its users if You breach or threaten to breach this Agreement. In such event, Proper is entitled to seek specific performance and/or injunctive relief without any requirement to post a bond as a condition to such remedy. Any such remedy will be in addition to, and not exclusive of, all other remedies available at law or in equity.

 

THIRD-PARTIES AND ADVERTISERS

We may hire third-parties such as entities that collect and process non-personal and personal data, process credit cards, assist in the facilitation of any items or services You purchase on or through Proper, analyze data, provide links, and collect information. We may provide your non-personal and personal data to these third-parties for the purposes of allowing such third-parties to conduct their business practices. Despite Proper’s efforts to (i) use third-parties that We believe are capable of maintaining the confidentiality of Your collected information, and (ii) prevent these third-parties from violating this Privacy Policy, by using Proper you acknowledge and agree that: (1) We are in no way responsible for any actions or omissions by these third-parties, (2) We do not make any representations or warranties of, or necessarily approve or endorse, any of these third-parties, their services, advertisements, links, products, and/or messages, and (3) You will not hold Us liable for any such violations, actions, or the like.

 

We also reserve the right to use and disclose the collected non-personal data for purposes of advertisement. We may utilize third party ad serving technologies that use certain methods to collect information as a result of ad serving. We might use demographic and location information as well as information from Your hardware or device to ensure that appropriate advertising is presented within Proper. We may collect and use data for this purpose including, but not limited to IP address (including but not limited to for purposes of determining your coarse location), device IDs, software, applications, hardware, browser information, internet and on-line usage information and in-game information.

 

The advertising companies who deliver ads for Us may combine the information collected with other information they have independently collected from other services or products. These companies operate independent of Proper, and We have no access or control over their policies or technologies. If you do not want to be subject to this technology, do not use or access Proper.

 

Referral Bonus Program

Bonuses are paid only on referrals that result in a direct-hire placement fee to Proper. Bonuses for direct hire referrals are paid after the referred hire has completed his/her probationary/guarantee period – typically 90 days – and after Proper has received payment from the Client without dispute. Bonus amount may vary, depending on location and position. Bonuses are taxable income. Since there may be duplication of names referred to us, both from other people providing referrals under the Referral Rewards Program, and by our own recruiters who may already be working with a candidate, Proper reserves the right at its sole discretion to determine if a referral bonus is due, and to whom. Referred candidates must be placed within three months from the time the individual is referred. Bonus eligibility expires after three months. Only one referral bonus is paid per placed individual.

 

INDEMNITY

You hereby agree to indemnify, defend and hold Proper harmless from and against any and all damages, losses and expenses (including legal fees) in connection with or arising directly or indirectly from (1) Your acts and omissions to act in using, accessing, or maintaining an Active Account on Proper, (2) Your Content, or (3) Your breach, whether intentional or unintentional, of the terms and conditions of this Agreement.

 

DISCLAIMERS

PROPER AND ITS FEATURES AND SERVICES ARE provided on an “as is” basis for your use, without warranties of any kind, express or implied, without performance assurances or guarantees, including without limitation the warranties of merchantability, fitness for a particular purpose, title, non-infringement, and those arising from course of dealing or usage of trade. PROPER does not warrant that you will be able to access or use PROPER at the times or locations of your choosing, that PROPER will be uninterrupted or error-free, that the defects will be corrected, or that PROPER is free of viruses or other harmful components. In no event will [PROPER] be liable for special, incidental, or consequential damages resulting from possession, access, use, or malfunction of PROPER, including but not limited to damages to property, loss of goodwill, computer or electronic equipment failure or malfunction, and damages for personal injuries, property damage, lost profits or punitive damages from any causes of action arising out of or related to this AGREEMENT or the Software, whether arising in Tort, contract, strict liability, or otherwise.

 

[PROPER] IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, SUBSIDIARIES, PARENT-COMPANIES, ADVISORS, AND AGENTS (COLLECTIVELY, [PROPER] RELEASED PARTIES”) FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY [RAMUPUP] RELEASED PARTIES.

 

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. As a result, some of the above disclaimers and limitations may not apply. These limitations of liability and disclaimers will apply to the fullest extent permitted by applicable law. In no event will [PROPER]’S liability for all damages, except as required by applicable law, exceed the actual price paid by You to [PROPER] for the use of Proper, or One Hundred United States Dollars ($100.00 USD), whichever is less.

 

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

 

CHANGES TO THIS AGREEMENT

We reserve the right to update or modify this Agreement at any time.  We will provide You with notice if the changes are material and will notify you by at least one of the following (1) sending You an email to the email you provided in Your account information, (2) notifying You of such changes upon the next time you login to Proper, or (3) posting a notification on [www.Proper.co]. Your continued use or access of, or maintenance of an Active Account on,[www.Proper.co] beyond the effective date of any changes to this Agreement will be deemed to be an acceptance of such changes. Any failure by [PROPER] to notify You of any such changes will not be deemed a material breach of this Agreement by [www.Proper.co].

 

DISPUTE RESOLUTION AND GOVERNING LAW

If a dispute arises between You and [PROPER], we encourage You to first contact us directly to seek a resolution by going to our site at [www.Proper.co] If any dispute is unable to be resolved informally between You and [PROPER], then YOU HEREBY WAIVE YOUR RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY, AND HEREBY AGREE AND ACKNOWLEDGE THAT ALL DISPUTES ARE TO BE SETTLED BY BINDING ARBITRATION. YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE EL REY SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES. AFTER SUCH PERIOD, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. Arbitration will be settled before a neutral arbitrator whose decisions will be final except for a limited right of appeal under the United States Federal Arbitration Act. Arbitration will be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer Related Disputes. You hereby agree that any dispute arising out of, related to, or in connection with this Agreement, Our Privacy Policy (link the PP), or Your use or access of Proper in any way is to be governed in all respects by Colorado, USA law, without regard to conflict of law provisions. You hereby agree that all arbitration must be initiated by initiated in Denver, Colorado USA.

 

AGREEMENT

This Agreement may be amended only by [PROPER], from time to time, and is held to be effective immediately upon[PROPER]’s publication or notification of the amended terms, in accordance with the terms herein, and Your continued use or access of, or maintenance of an Active Account on, [www.Proper.co]. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement shall not be affected.