AGENCY PORTAL - GENERAL TERMS OF SERVICE

Last Updated: August 1st, 2023

The following Terms of Service represent the official Terms and Conditions of HirePlanner.com, a service provided by WENOtech Co., Ltd (”THE COMPANY”).

This document constitutes a legal and binding contract (“THIS AGREEMENT”) between THE COMPANY and both the recruiting agency (“THE AGENCY”) and its representatives (“THE AGENT(S)” or “THE USER(S)”) valid from the time the agency account is registered by THE AGENCY and activated by THE COMPANY. Your use of the HirePlanner service provided at hireplanner.com (“THE SERVICE”), is subject to the terms of service described below. In order to use THE SERVICE, you must agree to be bound to these terms of service. If you do not agree with all the Terms and Conditions of THIS AGREEMENT, please refrain from accessing HirePlanner.com (THE WEBSITE) and using THE SERVICE.

By signing-up for THE SERVICE on behalf of THE AGENCY, you confirm that you are duly authorized to represent the legal entity under which THE AGENCY operates and that you accept the terms of THIS AGREEMENT on behalf of THE AGENCY and all THE AGENTS who will be using THE SERVICE. THE AGENCY and all its registered agents are responsible for all activities on THE SERVICE that occurs under your account.

THE SERVICE

HirePlanner.com functions as an Agency Portal designed for recruiting agencies and its agents to collaborate more efficiently with their clients (e.g.: Direct Employers, Corporate HR and Talent Acquisition Representatives…, “THE CLIENT”) and support them with their recruiting needs.

HirePlanner is a free service designed to help you:

WHEN ACCESSING THE SERVICE

When signing-up with HirePlanner.com, each of THE AGENT using THE SERVICE shall create a profile and provide us with the following information: - Valid Contact Name in both English and Japanese - Valid Company Name - Valid Recruiting License Number - Job Title of THE USER - Email Address of THE USER - Phone Number of THE USER - Field of Expertise (when an agent focuses in a specific industry sector) and any other details required to fill out official registration form.

A valid credit card or billing address may also be required if THE AGENCY subscribes to an optional paid feature.

THE AGENCY and its AGENTS are responsible to keep the above information updated and accurate. THE COMPANY shall not be responsible or liable for any disadvantages which may be caused to THE USER and THE AGENCY by the failure or delay of updating the above information.

THE WEBSITE will grant access to its online recruiting services to THE AGENCY and THE AGENT whose account is registered on the HirePlanner.com website and in possession of a unique valid USER ID and password. THE USERs of the agency portal must be the officers or employees of THE AGENCY with authorization to use the Website on behalf of THE AGENCY and THE AGENCY must be an established entity with a valid recruiting license required by laws in the relevant jurisdiction.

Any act, omission, neglect or default committed by THE USER will be deemed as that committed by THE AGENCY with respect to THIS AGREEMENT. Failure of THE USER to comply with any of the terms provided herein will constitute a breach of contract by THE AGENCY and may result in instant termination and de-activation of THE AGENCY's or/and USER’s account.

THE AGENCY must assign one main point of contact (the “ACCOUNT OWNER”) who will act as the main agency representative and will be responsible for managing the access rights of all registered USERS (AGENTS), creating and/or removing AGENTS’ account. If an AGENT is no longer granted access to the HirePlanner platform, the ACCOUNT OWNER will be responsible for de-activating such USER’s account to make sure they no longer have access. Shall the ACCOUNT OWNER wish to assign another person as THE AGENCY ACCOUNT OWNER, the existing ACCOUNT OWNER must notify THE COMPANY and provide the contact details of the new person to be in charge of the agency account.

THE AGENT’s account and access privileges are exclusive and limited to only THE USER (one single ID and one single password per USER). No license, ID or password to access HirePlanner.com should be transferred nor shared at any time with any other individual or third party. Please remember that each USER from THE AGENCY using THE SERVICE is responsible for taking all the necessary precautions to maintain the security of his/her account login ID and password. No third party should gain access nor benefit at any time from HirePlanner.com’s online recruiting system and the data it contains. THE AGENCY using THE SERVICE is also responsible for all its registered USERs’ and their activities. THE AGENCY agrees that THE COMPANY cannot and will not be held liable for any eventual damage or loss of data resulting from the failure to perform such security obligation and THE AGENCY shall indemnify THE COMPANY and hold THE COMPANY harmless against any and all liabilities, costs and expenses, losses, damages, obligations, claims, suits, actions and fines that arise out of, in connection with or associated damage or loss of data attributable to THE AGENCY or its USER.

THE AGENCY using THE SERVICE is also responsible for the accuracy of all content created and managed by its USERs during the term of THIS AGREEMENT (including but not limited to Candidate Introductions, Interview Feedback, HR Communications and other types of data saved in the system). THE AGENCY is also responsible for ensuring that all of the contents which its USERs input a) are free from racial discrimination, offensive, religious, libelous, defamatory, pornographic or illegal nature, b) should not infringe any intellectual property rights from another third party or c) should not violate any laws or regulations.

Should THE USER or THE AGENCY decides to use THE SERVICE of HirePlanner.com outside of Japan, THE USER or THE AGENCY will be responsible for compliance with the laws of the relevant jurisdiction. THE COMPANY makes no warranty that THE SERVICE may be accessed, used or copied lawfully outside of Japan.

THE AGENCY and its USERS must take all the necessary procedures in accordance with the laws of the relevant jurisdiction, including but without limitation, obtaining the consent, agreement, or authorization from the subject person to which any personal data belongs, upon transferring or disclosing it to another person even if the person is a user from another organization using THE SERVICE. THE AGENCY understands that THE COMPANY has no control over the personal information contained in the communications between THE AGENCY, THE AGENTS and their respective clients through THE WEBSITE.

THE AGENCY and THE AGENTS must not, in using THE SERVICE, violate any laws, break confidentiality of candidate’s data, use the HirePlanner system as the basis for developing a competitive solution (or contract with a third party to do so), copy illegally the site’s concept, content and coding, use it as its own, lease, distribute or resell it to any third party as an independent label, and/or hack any parts of THE SERVICE and its features. THE AGENCY or USER must not transmit any worms or viruses or any form of code of a destructive nature or that attempts to automatically gather information from the screen.

Should any suspicious activity occur, THE COMPANY may choose, at its sole discretion, the right to change, limit, suspend or discontinue the total or partial access to THE SERVICE at any time. Any additional tool or features that may be added onto THE WEBSITE as part of THE SERVICE are also subject to THIS AGREEMENT and its latest terms and conditions.

Although THE COMPANY may at times have access to THE AGENCY’s data for the sole purpose of providing THE SERVICE, THE COMPANY agrees to not use nor sell any data and confidential information stored on THE WEBSITE to any other client, agency or third party.

WHEN COLLABORATING WITH CLIENTS

THE AGENCY and THE CLIENT may communicate through the communication tool on the WEBSITE. Any communication through such tool on the WEBSITE shall be made at each of THE AGENCY and THE CLIENT’s respective responsibility. THE COMPANY is not responsible for any of the information or content communicated by the users. THE AGENCY shall ensure to respond to Client in a timely and professional manner. THE AGENCY is solely responsible for ensuring that any communication made with THE CLIENT on the WEBSITE a) is free from racial discrimination, offensive, religious, libelous, defamatory, pornographic or illegal nature, b) should not infringe any intellectual property rights from another third party or c) should not violate any laws or regulations.

When collaborating with THE CLIENT, THE AGENCY shall protect THE CLIENT’s confidential information disclosed to THE AGENCY and further shall ensure not to disclose THE COMPANY’s confidential information to THE CLIENT without THE COMPANY’s prior written approval.

THE AGENCY shall only introduce a candidate to THE CLIENT after they have authorization from that candidate.

THE AGENCY is responsible for negotiating the contingency placement fee rate directly with THE CLIENT. THE COMPANY shall not engage in such negotiation or be responsible in any case with regard thereto.

If THE AGENCY has issues, or any disputes arise between the THE AGENCY and THE CLIENT, THE COMPANY shall NOT be held liable or be caused to take any action in such regard. THE AGENCY shall resolve the issues and disputes at their own risk and expense and shall hold THE COMPANY harmless against any claims, etc, under any circumstances.

THE AGENCY shall assign a new agent if or when the agent previously in charge is leaving THE AGENCY.

HIREPLANNER SUPPORT

Uptime

THE COMPANY will do its best to ensure THE SERVICE is available to its USERs twenty four hours a day, seven days a week.

There may be occasions when THE SERVICE may be temporarily interrupted in order to perform various tasks such as upgrades and maintenance work. In such cases of necessary and scheduled interruptions, we will notify THE USER from a minimum of 24 hours to a maximum of one full week prior to implementing any of the upgrades described above. THE COMPANY will take all the necessary steps and precautions to ensure its users endure as little inconvenience as possible in this process. THE COMPANY will investigate any suspected uptime issues reported by THE AGENCY or THE USER and take all commercially reasonable efforts to correct any such issues that can be confirmed by THE COMPANY.

To ensure the highest level of uptime (total number of hours of operation minus service outages divided by the total amount of hours of operation) for our customers, we have partnered with both Amazon Web Services Inc. and Heroku (a Salesforce.com company) which both provide a monthly uptime availability average rate of above 99.9% per quarter.

Excluded from the uptime percentage calculation is scheduled maintenance, voluntary down periods initiated by THE AGENCY, down periods due to force majeure events, down periods resulting from THE AGENCY’s or THE USER’s hardware, software and/or network access or down periods resulting from misuse of THE AGENCY or USER or breach of THE AGREEMENT by THE AGENCY or USER.

Backups

HirePlanner.com runs on a cloud application platform called Heroku (a Salesforce.com company) which is hosted and managed within Amazon’s secure data centers and utilize the Amazon Web Services (AWS) technology. Amazon continually manages risk and undergoes recurring assessments to ensure compliance with industry standards and appropriate contingency plans in accordance with technology advancements.

Amazon has many years of experience in designing, constructing and operating large scale data centers, and, this experience has been applied to the AWS platform and infrastructure to ensure the highest level of protection for THE AGENCY’s and THE USER’s data.

THE AGENCY’s recruiting data stored onto HirePlanner.com will be deployed to the Heroku platform and will be automatically backed up as part of the deployment process on secure, access controlled, and redundant storage. Heroku platform uses these backups to deploy THE AGENCY’s data onto Hireplanner.com across their platform and to easily bring it back online in the event of an eventual outage. Servers and Database are stored in the United States (Via Heroku, who use AWS). All file uploads are stored in Japan (AWS S3) and backed up in the United States as an off-site backup (AWS S3).

While all reasonable measures have been taken to ensure THE SERVICE shall be virus free and available at all times, and notwithstanding any other provision herein, no warranty is given that THE SERVICE is free from any and all defects (including security or other defects, errors or bugs, or infringements of rights), contaminating files, data loss or possible downtime, and THE COMPANY is under no obligation to remove such defects and contaminating files, and/or completely prevent data loss and downtime. THE COMPANY does not warrant, expressly or impliedly, that THE SERVICE is secure, reliable, accurate, complete, valid, or fit for a particular purpose. THE AGENCY and THE USER agree that THE COMPANY and HirePlanner.com shall not be held liable in any of this respect.

AMENDMENTS

THE COMPANY reserves the right, at its discretion, to modify the Terms and Conditions of THIS AGREEMENT at any time. THE COMPANY will inform its USERs of such possible changes by posting a notice on the Website or by sending an email notification to THE USERs. THE AGENCYs and THE USERs of HirePlanner.com shall be responsible for reviewing and becoming familiar with any of such modifications to THE AGREEMENT. Using THE SERVICE after the receipt of such notification constitutes THE AGENCY’s and THE USER’s acceptance of the latest terms and conditions of THIS AGREEMENT.

DISCLAIMER

THE AGENCY and THE USERs using THE SERVICE agree to not hold liable THE COMPANY for any effect their content or the interpretation of their content may have on other USERs of the Website. THE AGENCY and THE USERs acknowledge that THE COMPANY has no control over the content that is created, communicated or accessed via THE WEBSITE. THE AGENCY and THE USERs therefore agree that THE COMPANY is not responsible to take any action on such content. THE AGENCY and its USERs remain solely responsible for the content they create and maintain on THE WEBSITE and communicate while using THE SERVICE. HirePlanner.com and its Service are provided on an “as is” and “as available” basis and we make no warranties of any kind with respect to THE WEBSITE, THE SERVICE, its content or accessibility. THE COMPANY and its executives, directors and employees will not be held responsible or liable for and not limited to a) any of the content contained in or accessed through THE WEBSITE, b) any possible unauthorized access, c) un-accessibility of THE WEBSITE, d) loss or damage of data and e) copyright infringement.

THE AGENCY and THE USERs also agree to not hold THE COMPANY and its executives, directors and employees liable for any issues or challenges that may result from any temporary or permanent suspension, modification or lack of availability of THE SERVICE and its content.

THE AGENCY and THE USERs acknowledge that THE SERVICE is a mere PLATFORM designed to help AGENTS communicate more easily with their clients. THE COMPANY does not control THE USERS nor gets involved with any communications or negotiations between THE AGENTS and CANDIDATES, or between THE AGENTS and THE CLIENT.

THE COMPANY shall not be liable for any failure or delay in the performance of THE SERVICE for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders, natural disaster or any other form of force majeure events.

EXCLUSION OF ANTI-SOCIAL FORCES

THE COMPANY and THE AGENCY represent to each other that they do not fall under an organized crime group, a member of an organized crime group, a person for whom five years has not yet passed since they ceased to be a member of an organized crime group, associate members of an organized crime group, a company associated with an organized crime group, a corporate extortionist (sokaiya), a group engaging in criminal activities under the pretext of conducting social campaigns, a crime group specializing in intellectual crimes, or anti-social forces equivalent to any of the foregoing (hereinafter collectively called “Anti-Social Forces”), and further represent that they do not conduct any of the following acts and covenant to each other that they will not fall under any of the foregoing or conduct any of the following acts in the future:

Both THE COMPANY and THE AGENCY USERS agree that it shall not, by itself or through a third party, conduct any of the following acts:

If either party is a member of an Anti-Social Force or falls under any of the items provided in the first paragraph or has conducted any of the acts set forth in the preceding paragraph, or has provided false information with regard to the representation and warranty made under the first paragraph, the other party may immediately terminate THIS AGREEMENT or Service by way of providing a written notification. In the event of any loss being incurred by the other party due to this termination, the terminating party shall not be responsible for any such damage which has arisen from such termination, but the terminated party shall be responsible for such damage.

PAYMENTS

The HirePlanner Agency Portal is a free service offer to all standard recruiting agencies. No credit card or billing information will be required to validate and activate the standard account of THE AGENCY.

If THE AGENCY subscribe to a paid service (optional), a valid credit card or billing information will be required to validate THE AGENCY’s account. THE SERVICE will be charged in advance. All invoices issued shall be due and payable within the following thirty (30) days from the issuance. Current currency and tax rates will be applied when applicable.

Payment terms will be set by default on a monthly basis but annual payments will also be available. Payments once made will not be refundable, even for partial terms (weeks, months, quarters etc.) and usage of THE SERVICE.

Shall THE AGENCY fail to make any payment on the due date without prejudice, THE COMPANY shall, at its discretion and upon thirty (30) days written notice, be entitled to either a) suspend or terminate the access to THE SERVICE and/or b) charge a ten percent (10%) per annum interest rate on the amount unpaid until the payment is made in full by THE AGENCY.

Should THE COMPANY decide to adjust its pricing structure, it will provide THE AGENCY with a minimum of 30 days notice prior to the implementation of the change.

CONTRACT COMMENCEMENT AND TERMINATION

THIS AGREEMENT shall commence upon the registration, validation and activation of THE AGENCY account and continues for a period of one (1) year. THIS AGREEMENT and THE AGENCY and its USER’s access to THE SERVICE will be automatically renewed until THE COMPANY receives a written termination notice from THE AGENCY thirty (30) days prior to the end of each contract term or THIS AGREEMENT is terminated earlier pursuant to the provisions herein.

THE AGENCY is solely responsible for properly cancelling its account and THE USERs’ accounts and subscription to HirePlanner.com. THE AGENCY can terminate or cancel its membership at any time by contacting its account representative. THE AGENCY is required to provide THE COMPANY with a minimum of 30 days notice prior to the suspension of THE AGENCY’s payments.

THE COMPANY may terminate THIS AGREEMENT anytime by way of giving three (3) month’s prior written notice to THE AGENCY. In such cases of termination by THE COMPANY, if the payment for THE SERVICE is on annual basis and has been paid at the time of termination by THE COMPANY, the payment shall be prorated to the number of months during which THE SERVICE has been rendered and the payment for the remaining months shall be refunded.

THE COMPANY may also immediately terminate THIS AGREEMENT with THE AGENCY or THE USER in whole or in part by giving a notice without any prior notice requesting rectification if any of the following occurs to THE AGENCY or THE USER: (i) THE AGENCY or THE USER breaches THIS AGREEMENT; (ii) THE AGENCY petitions for or is subject to a petition for insolvency, receivership or bankruptcy proceedings or any other proceedings for the general settlement of such Client’s debts; (iii) THE AGENCY is subject to compulsory execution by a third party; (iv) THE AGENCY is subject to cancellation of its business license, suspension of business, or any other similar dispositions by a supervisory authority; (v) any other event occurs to THE AGENCY or THE USER which are deemed to constitute a reasonable cause for termination of THIS AGREEMENT, including deterioration of such AGENCY’s or THE USER’s reputation; (vi) THE AGENCY has not been active on THE SERVICE for more than five (5) years; or (vii) THE USER is not authorized by THE AGENCY (only applicable to the termination of THE AGREEMENT with THE USER).

After the termination of THIS AGREEMENT, and with the understanding that all outstanding invoices have been paid by THE AGENCY, upon request, THE COMPANY shall return to THE AGENCY all THE AGENCY DATA in a format selected by THE COMPANY within a maximum of thirty (30) days from the termination date.

Should THE AGENCY require its data to be returned in a different format, THE COMPANY will take all necessary measures to accommodate with THE AGENCY's request. Depending on the level of complexity or cost required to adjust to the format and data migration requirement from THE AGENCY, THE COMPANY may need to invoice for additional support charges.

Once THE AGENCY’s termination is confirmed and the data is retrieved (if any request is made), the access to THE SERVICE by THE USER will be terminated and THE AGENCY’s data will be permanently deleted from the system and will not be retrievable passed cancellation.

CONFIDENTIAL INFORMATION

THE COMPANY and THE AGENCY acknowledge that through its collaboration, it will have the opportunity to share and/or access to a certain amount of “Confidential Information” and materials belonging to the other party and its respective clients. Each party understands that such confidential information represents substantial value for the other party and such value would be impaired if such information were to be disclosed to any third parties.

Each party agrees therefore that it will ensure that its employees, agents and contractors will not make use of, disseminate, or in any way disclose any Confidential Information belonging to the other party to any person, firm or business, except if authorized in writing by the disclosing party in prior. Each party also agrees that it will treat all Confidential Information with the same level of care and diligence as it uses to protect its own proprietary and Confidential Information, but in no case less than reasonable care.

Confidential Information of THE AGENCY may include, without limitation, information specifically designated as confidential and/or any information uploaded onto the system by an employee of THE AGENCY using the HirePlanner.com system.

Confidential Information of HirePlanner may include, without limitation, information specifically designated as confidential or related to the (1) features and functions of the HirePlanner system which are not available to the general public; (2) future products and services; (3) business plans and commercial terms (including pricing structure) of THIS AGREEMENT and its attached Service Order Form (SOF); (4) personnel, customers and suppliers; (5) computer systems, coding and programs, software, inventions, patent applications, processes, methodology and other proprietary rights; (6) specifications, drawings, sketches, models, samples, tools, technical information, or other related information; (7) performance and security test results (whether conducted by HirePlanner and/or THE AGENCY) and any other proprietary, financial or business information supplied to THE AGENCY by THE COMPANY.

Upon request by THE AGENCY or THE COMPANY, the other party shall advise whether or not it considers any particular information or materials to be confidential.

Confidential Information, however, shall not include information that: (a) is now or subsequently becomes generally available to the public through no fault or breach on the part of the Recipient; (b) the Recipient can demonstrate to have had rightfully in its possession prior to disclosure to the Recipient by the disclosing party; (c) is independently developed by the Recipient without the use of any Confidential Information; or (d) the Recipient rightfully obtains from a third party who has the right to transfer or disclose it to the Recipient without limitation.

Notwithstanding the foregoing, the Recipient may disclose the Confidential Information to a third party in the event that it is required to do so by laws or regulations, or in the event that it is ordered or required to do so by the government, local governments or other public agencies.

THE COMPANY and its suppliers retain all rights in THE SERVICE and Content of THE WEBSITE. THIS AGREEMENT grants no ownership rights of any kind to THE AGENCY or THE USER. The only license granted to THE AGENCY or THE USER will be to grant access to THE SERVICE as stated in THIS AGREEMENT. The HirePlanner name, logo, product names, service names and other form of branding associated with THE WEBSITE are trademark or the intellectual property of THE COMPANY or its third parties and may not be used without our prior written consent.

The “AGENCY DATA” represents the data loaded and managed by THE AGENCY on HirePlanner.com. It includes information such as (but not limited to) Corporate Data, Employee Information, Company Directory, Company Profile, Client List, Job Postings assigned by Clients, List of Candidate Introductions, Interview Feedback, Email Communications with HR Clients etc.

THE AGENCY agrees to grant THE COMPANY with a non-exclusive and non-transferable license to use THE AGENCY DATA for use related with providing THE SERVICE. Such license will terminate on the termination date of THIS AGREEMENT.

With the exception of the content and data created and managed by THE AGENCY and THE USERS while using THE SERVICE (as described above), THE COMPANY remains the sole owner and proprietor of all other information and content created or gathered on THE WEBSITE including but not limited to text, data, information, graphics, designs, photos, illustrations, audio and video files, testimonials, registered profiles from other employers, agencies and CANDIDATES, recruiting tools, sourcing code, and other form of content created for or via THE WEBSITE.

Any suggestions or ideas for the improvement of HirePlanner.com made by THE AGENCY, unless specifically disclosed under a confidentiality agreement, shall not be treated as confidential or deemed as THE AGENCY’s Intellectual Property Rights.

PRIVACY POLICY

Please refer to our Privacy Policy which covers the obtaining, maintaining and using of personal information on the HirePlanner.com Website and in connection with THE SERVICE and shall constitute part of THIS AGREEMENT, and to which THE AGENCY agrees to be bound as a condition by use of THE WEBSITE and THE SERVICE. With regard to the personal data jointly used with HirePlanner.com, the purpose and way of using such personal data by THE AGENCY is limited to the purpose and way of using the personal data by HirePlanner.com which is stipulated in our Privacy Policy.

GOVERNING LAW AND JURISDICTION

The Terms and Conditions of THIS AGREEMENT shall be governed by the laws of Japan without regards to conflicts of law provisions. Any eventual dispute or claim that may arise from or in relation to THIS AGREEMENT shall be submitted to Tokyo District Court for the first instance which has the exclusive jurisdiction.

THIS AGREEMENT represents the integrality of THIS AGREEMENT between both parties (THE COMPANY and THE AGENCY). THIS AGREEMENT including the Privacy Policy shall supersede all previous communications, agreements or correspondence between the parties whether written or oral.