CLIENT TERMS OF SERVICE

The following Terms of Service represent the official Terms and Conditions of HirePlanner.com and the services it provides. HirePlanner.com is a service provided by WENOtech Co., Ltd (the "Company"). This document constitutes a legal and binding contract (the "Agreement"). This Agreement is entered between the Company and you and your company upon your confirming of the Service Order Form (to be attached to this Agreement), either by signing the Service Order Form or checking the box if confirmed electronically, and you (the "User") and your company (the "Client" or "Customer") are legally bound by the Terms and Conditions of this Agreement. You must represent and warrant that you are authorized by the Client to sign these Terms and Conditions if you sign these Terms and Conditions on behalf of the Client. You must not use the Service for recruitment activities of your company if your company has not signed these Terms and Conditions yet. If you do not agree with all the Terms and Conditions of this Agreement, please refrain from accessing HirePlanner.com (the "Website") and using its service (the "Service"). You will be granted access to the Website and its Service only after the Agreement is entered between the Company, User and the Client with the understanding that the User and the Client accept to follow and respect all of the Terms and Conditions listed below.

THE SERVICE

HirePlanner.com functions as a Recruiting Management System (also more commonly called ATS "Applicant Tracking System"). This website is designed to support corporationsユ HR and recruiting departments and provide them with a set of online tools to help them build their talent pipeline and manage their overall recruiting efforts more efficiently.

The Services of HirePlanner.com may include features and tools such as, but not limited to:

and more…

ACCESSING THE SERVICE

When signing-up with HirePlanner.com, each User shall provide us with the following information:

and any other details required to fill out official registration form.

A valid credit card or billing address will also be required from the time you start accessing the Service if your company subscribes for this Service as a company looking to employ someone.

The User and the Client shall keep the above information updated.

Any notice from the Company to the User and the Client may be made by sending email to the email address with which the User provides us or by posting to the Website. The Company shall not be responsible or liable for any disadvantages which may be caused to the User and the Client by the failure or delay of updating the above information.

The Website will grant access to its online recruiting services to the person or entity whose account is registered on the HirePlanner.com website and licensed by the Company. The Users will be granted access to HirePlanner.com system and its features only after they register on the Website and in possession of a valid license, ID and password. The Users of the Website must be the officers or employees of the Client with authorization to use the Website on behalf of the Client and the Client must be an established entity which is either a company looking to employ someone or is a recruitment agent. The Client who subscribes to the Service as a recruitment agent (the "Agent") must have the 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 Client 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 Client and may result in instant termination of the Client's or/and Userユs account and further claims are reserved. The Client must notify the Company of revocation of authorization to the User by the way separately designated by the Company if it revokes authorization which was granted to the User with regard to the use of the Website on behalf of the Client or the User does not satisfy any of the conditions set forth above.

The Userユs account and access privileges are exclusive and limited only to 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 Client 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ユs online recruiting system and the data it contains. The Client using the Service is also responsible for all its registered usersユ and their activities. The Client 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 Client 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 Client or its User.

The Client using the Service is also responsible for all the content and its accuracy (including but not limited to Job Postings, Interview Feedback Comments, Grading, Tagging, Notes etc.) created and managed by every single one of its Users during the term of this Agreement. The Client is also responsible for ensuring that all of the contents which its Users input a) are free from 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 Client decides to use the Service of HirePlanner.com outside of Japan, the User or the Client 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 Clients must have taken 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 another Client or User of the Service. The Company has no control over the personal information contained in the communication between the Clients or the Users through the Website.

The Client or User must not, in using the Service, violate any laws, break confidentiality of candidateユ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ユ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 Client 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 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.

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 (referred later as Scheduled Maintenance). 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 Client endure as little inconvenience as possible in this process. The Company will investigate any suspected uptime issues reported by the Client 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.

For each calendar quarter in which HirePlanner.com has an uptime rate of: a) between 95% and below 99.9%, the Company shall upon the Clientユs request made within 30 days of the end of the calendar quarter, provide the Client with a written plan for improving HirePlanner.comユs uptime rate to attain a minimum rate of 99.9% uptime ratio and the Company shall implement promptly such plan. b) below 95%, the Company shall upon the Clientユs request made within 30 days of the end of the calendar quarter, credit the Clientsユ account for such period an amount equal to the pro-rated charges of 1 dayユs usage fees (as specified in all current Order Forms) for every 1/10th of a percentage point of uptime below the rate described above, up to a maximum credit of 25% of the usages fees for the quarter. However, this paragraph will not be applied to the Agents.

Specifically excluded from the uptime percentage calculation is Scheduled Maintenance (as described above), voluntary down periods initiated by the Client, down periods due to force majeure events, down periods resulting from the Clientユs or the Userユs hardware, software and/or network access or down periods resulting from misuse of the Client or User or breach of the agreement by the Client or User.

Backups

HirePlanner.com runs on a cloud application platform called Heroku (a Salesforce.com company) which is hosted and managed within Amazonユs secure data centres and utilise 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 Clientユs and the Userユs data.

The Clientユ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 Clientユs data onto Hireplanner.com across their platform and to easily bring it back online in the event of an eventual outage.

While all reasonable measures have been taken to ensure the Service shall be virus free and available at all times, no warranty is given that the Service is free from any and all contaminating files, data loss or possible downtime, and the Client and the User agree that HirePlanner.com shall not be held liable in 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 Clients 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 reviewing such notification constitutes the Clientユs and the Userユs acceptance of the latest terms and conditions of this agreement.

DISCLAIMER

The Client 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 Client and the Users acknowledge that the Company has no control over the content that is created, communicated or accessed via the Website. The Client and the Users therefore agree that the Company is not responsible to take any action on such content. The Client and its Users remain solely responsible for the content they maintain and create on the Website and communicate 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 unauthorised access, c) un-accessibility of the Website, d) loss or damage of data and e) copyright infringementノ

The Client 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 Client and the Users acknowledge that the Service is a mere platform and the Company does not control the Candidates, the Clients, or the Users or interrupt communications or negotiations between the Client or its Users and the Candidates or between the Client or its User and the other Clients or Users. Also, the Services are not services to establish employment relationships between Clients and Candidates or candidates referred by the Agent ("External Candidate"). The Client and the User using the Service agree to not hold liable the Company for any act, omission, neglect or default of the Client or its Users. Also, the Company is not liable or responsible for any loss or damage whatsoever incurred by the Clients or the Users even if it arises from any act, omission, neglect or default of a Candidate who subscribes to the Service or an External Candidate, or which is in relation to employment of a Candidate who subscribes to the Service or an External Candidate, whether before or after hiring the Candidate. The Company does not warrant the aptitude, competence, personality or fitness of the Candidate or the External Candidate nor the correctness or sufficiency of the information and data of the Candidate or the External Candidate. The Client and the Users will communicate with, negotiate with, and employ the Candidate or the External Candidate on its own risk. Further, the Company does not warrant the identity and the license of the Agent to the Client and the Client will hire the Agent on its own risk.

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 Client 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:

Each of the Company and the Client covenant to each other 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

To validate the Clientユs account, a valid credit card or billing information will be required. 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 a Client 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 Client.

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

The Client is entitled to increase their number of license at any time by purchasing additional license from the Company. The Client is also entitled to reduce its number of license at any time by providing us a thirty (30) days written notice and provided that the number of license does not fall below the minimum requirement set by the Company.

Notwithstanding the above clauses, this PAYMENTS section will not be applied to the Agents.

CONTRACT COMMENCEMENT AND TERMINATION

This Agreement shall commence upon the signature and confirmation of your Service Order Form (to be attached to this Agreement). The minimum contract period of this Agreement shall be of one (1) year. This Agreement and the Client and its Userユs access to the Service will be automatically renewed until the Company receives a written termination notice from the Client thirty (30) days prior to the end of the contract end date.

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

The Company may terminate this Agreement anytime by way of giving three (3) monthユs prior written notice to the other party. 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 Client 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 Client or the User: (i) the Client or the User breaches this Agreement; (ii) the Client 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ユs debts; (iii) the Client is subject to compulsory execution by a third party; (iv) the Client 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 Client or the User which are deemed to constitute a reasonable cause for termination of this Agreement, including deterioration of such Clientユs or the Userユs reputation; (vi) the Client has not been active on the Service for more than five (5) years; or (vii) the User is not authorized by the Client (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 Client, the Company shall return to the Client all the Client Data in a format selected by the Company within a maximum of thirty (30) days from the termination date.

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

Once the Clientユs termination is confirmed and the data is retrieved (if any request is made), the Clientユs data will be permanently deleted from the system and will not be retrievable passed cancellation.

The access to the Service by the User will be terminated; and the engagement of the Agent by the Client in the Service and the access by the Agent to the Client will be terminated when the Clientユs access is terminated by the Company.

CONFIDENTIAL INFORMATION

The Company and the Client 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. 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 authorised 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 Client may include, without limitation, information specifically designated as confidential and/or any information uploaded onto the system by an employee of the Company using the HirePlanner.com system.

Confidential Information of HirePlanner might 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 Client) and any other proprietary, financial or business information supplied to the Client by the Company.

Upon request by the Client 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 Client or the User. The only license granted to the Client 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 of the Company or its third parties and may not be used without our prior written consent.

The "Client Data" represents the data loaded and managed by the Client on HirePlanner.com. It includes information such as Corporate Data, Employee Information, Company Directory, Company Profile, Job Postings, Job Applications details, Interview Feedback, Offer Proposals, Email Templates, Statistics and Activity Reports.

The Client agrees to grant the Company with a non-exclusive and non-transferable license to use the Client 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 Client 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 this 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 Client, unless specifically disclosed under a confidentiality agreement, shall not be treated as confidential or deemed as the Clientユ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 Client 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 Client 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 along with the official Service Order Form (to be attached to this agreement) represents the integrality of this Agreement between both parties (the Company and the Client). This Agreement including the Privacy Policy shall supersede all previous communications, agreements or correspondence between the parties whether written or oral.

HirePlanner.com is a service provided to you by WENOtech Co., Ltd.