CLIENT TERMS OF SERVICE

The following Terms of Service represent the official Terms and Conditions of HirePlanner.com and the services it provides. This document constitutes a legal and binding “Contract” (also referred as the “Agreement”). By using the “Service” of this website, you and your company (referred as the “Client”, “Customer”, “Agency” or “User”) agree to be legally bound by the Terms and Conditions of this Agreement. 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 services. You will be granted access to the Website and its Service only with the understanding that you 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 “Application Tracking System”). This website is designed to support Recruiting Agencies and provide them with a range of solutions and online tools to help them recruit more efficiently to better support their customers’ hiring needs.

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, you 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 may also be required from the time you start accessing the Elite* version of the Service (*Payable version which provides additional features and tools).

The Website will grant access to its online recruiting services to the person, licensee or entity whose account is registered on the HirePlanner.com website. Only clients registered on the Website and in possession of a valid license, ID and password will be granted access to HirePlanner.com system and its features. Users of the Website must be part of an established entity.

Your account and access privileges are exclusive and limited only to you and your company's selected users (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 entity 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 Customer using the Service is also responsible for all its registered users and their activities. The Customer agrees that HirePlanner.com cannot and will not be held liable for any eventual damage or loss of data resulting from the failure to comply to such security obligation.

The Customer using the Service is also responsible for all the content and its accuracy (including but not limited to Job Postings, Candidate Introductions, Comments etc.) created and managed by every single one of its registered users during the term of this Agreement. The Customer is also responsible for ensuring that all of the content its users inputs a) is 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. Failure to oblige to those terms may constitute a breach of contract and may result in instant termination of the Customer's account.

Should you decide to use the Service of HirePlanner.com outside of Japan, you will be responsible for compliance laws within your country and jurisdiction. HirePlanner.com makes no warranty that the Service may be accessed, used or copied lawfully outside of Japan.

You 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 your 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. You 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, HirePlanner.com 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

HirePlanner.com 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 you from a minimum of 24 hours to a maximum of one full week prior to implementing any of the upgrades described above. HirePlanner.com will take all the necessary steps and precautions to ensure its Customers endure as little inconvenience as possible in this process. HirePlanner.com will investigate any suspected uptime issues reported by the Client and take all commercially reasonable efforts to correct any such issues that can be confirmed by HirePlanner.com.

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%, HirePlanner shall upon the Customer’s request made within 30 days of the end of the calendar quarter, provide the Customer with a written plan for improving HirePlanner.com’s uptime rate to attain a minimum rate of 99.9% uptime ratio and HirePlanner shall implement promptly such plan.

b) below 95%, HirePlanner shall upon the Customer’s request made within 30 days of the end of the calendar quarter, credit the Customers’ account for such period an amount equal to the pro- rated charges of 1 day’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.

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’s Hardware, Software and/or Network access or down periods resulting from misuse of the Client or breach of the agreement by the Client.

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 centres and utilise the Amazon Web Service (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 your data.

Your 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 your 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 Customer agrees that HirePlanner.com shall not be held liable in this respect.

AMENDMENTS

HirePlanner.com reserves the right, at its discretion, to modify the Terms and Conditions of this Agreement at any time. We will inform our users of such possible changes by posting a notice on the Website or by sending an email notification. Clients and Users of HirePlanner.com shall be responsible for reviewing and becoming familiar with any of such modifications within the agreement. Using the Service after reviewing such notification constitutes your acceptance of the latest terms and conditions of this agreement.

DISCLAIMER

Companies using the Service agree to not hold liable HirePlanner.com for any effect their content or the interpretation of their content may have on other users of the Website. Users acknowledges that HirePlanner.com has no control over the content that is created or accessed via the Website. Users therefore agree that HirePlanner.com is not responsible to take any action on such content. The Customer and its users remain solely responsible for the content they maintain and create on the Website. 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. HirePlanner.com 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 or data and e) copyright infringement…

The Customer also agrees to not hold HirePlanner.com 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. HirePlanner.com 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.

PAYMENTS

Shall the Customer wish to upgrade its “Free” account to an “Elite” account, a valid credit card or billing information will be required in order to validate your new level of access. The service will be charged in advance. All invoices issued shall be due and payable within the following thirty (30) days.

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 Customer fail to make any payment on the due date without prejudice, HirePlanner.com 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 five percent (5%) per annum interest rate on the amount unpaid until the payment is made in full by the Customer.

Shall HirePlanner.com decide to adjust its pricing structure, we will provide the Customer with a minimum of 30 days notice prior to the implementation of the change. The Customer is entitled to increase their number of license at any time by purchasing additional license from HirePlanner. The Customer 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 HirePlanner.com

CONTRACT COMMENCEMENT AND TERMINATION

This Agreement shall commence upon the time your “Free” account is activated and/or upon the signature and confirmation of your Service Order Form (to be attached to this Agreement) shall you (the Customer) choose to use the “Elite” account.

Elite Services

Your minimum “Elite” contract period shall be of one (1) year. This Agreement and your access to the Service will be automatically renewed until HirePlanner.com receives a written termination notice from the Customer thirty (30) days prior to the end of the contract end date.

The Customer is solely responsible for properly cancelling its account and subscription to HirePlanner.com. You can terminate or cancel your membership at any time by contacting your account representative. You are required to provide us with a minimum of 30 days notice prior to the suspension of your payments.

After the termination of this Agreement, and with the understanding that all outstanding invoices have been paid by the Customer, HirePlanner.com shall return to the Customer all the Customer Data in a format selected by HirePlanner.com within a maximum of thirty (30) days from the termination date.

Shall the Customer require the Customer Data to be returned in a different format, HirePlanner.com will take all necessary measures to accommodate with the Customer's request. Depending on the level of complexity required to adjust to the format and data migration requirement from the Customer, HirePlanner.com may need to invoice for additional support charges.

Once your termination is confirmed and Customer Data retrieved, your data will be permanently deleted from the system and will not be retrievable passed cancellation.

CONFIDENTIAL INFORMATION

HirePlanner.com and the Customer acknowledges 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 authorized in writing by the disclosing party. 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 Customer 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 Customer) and any other proprietary, financial or business information supplied to the Customer by HirePlanner.

Upon request by Customer or HirePlanner, 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 Wenotech; (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.

HirePlanner.com and its suppliers retain all rights in the Service and Content of the Website.

This agreements grants no ownership rights of any kind to the Customer. The only license granted to the Customer 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 HirePlanner or its third parties and may not be used without our prior written consent.

The “Customer 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 HirePlanner with a non-exclusive and non-transferable license to use the Customer 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 during the usage of the Service (as described above), HirePlanner.com 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 Customer, unless specifically disclosed under a confidentiality agreement, shall not be treated as confidential or deemed as the Customer’s Intellectual Property Rights.

PRIVACY POLICY

Please refer to our Privacy Policy which covers the usage of personal information on the hireplanner.com Website and in connection with the Service, and to which the User agrees to be bound as a condition of this Agreement and use of the Website and the Service.

LAW AND ARBITRATION

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 in relation to this Agreement shall be settled in accordance with the arbitration rules of the Japan Commercial Arbitration Association.

This Agreement along with the official Service Order Form (to be attached to this agreement) represents the integrality of this Agreement between both parties (HirePlanner.com and the Customer). This Agreement shall supersede all previous communications, agreements or correspondence between the parties whether written or oral.