BRAIN PORTAL Terms of Use for Experts

 

These Terms of Use shall apply to experts that use or will use Recruit Holdings Co., Ltd. (hereinafter, “Recruit”) and BRAIN PORTAL (hereinafter, “Service”), which is planned and managed by Recruit. Also, even in case of change of the Service name, these Terms of Use shall apply to the same content of service provided by Recruit.
Article 1 (Definitions of Key Terms)
The definitions of key terms used in these Terms of Use shall be as follows.
(1) The Service has two main roles: (A) providing Clients with information on Experts that can do Outsourced Work for the Clients and (B) managing the progress on Outsourced Work.
(2) A “Client” is an individual, company, or other legal person who is using or intends to use the Service to outsource manufacturing and other manufacturing-related work (collectively referred to as “Outsourced Work”).
(3) An “Expert” is an individual, company, or other legal person who has accepted or intends to accept Outsourced Work from a Client through the Service. (4) An “Outsourcing Agreement” refers to the agreement concluded by a Client and an Expert through the Service.
(5) A “Consideration” refers to a sum of money that a Client should pay the Expert as defined in the Outsourcing Agreement. The Consideration is in other words the reward for Outsourced Work.
(6) A “Service User Agreement” is an agreement concluded by Recruit and a Client for the Client to receive consulting and progress-management services from Recruit. The Service User Agreement defines the contracting fee, which is the fee that the Client must pay in exchange for receiving information on Experts from Recruit and for entering into an agreement with an Expert that will perform the requested Outsourced Work.
(7) “Personal Information” refers to data such as name, address, and email address that enables the identification of an individual.
(8) “Confidential Information” refers to all information acquired by Recruit and Experts through the Service from each other or from a Client; it includes, but is not limited to, information on technologies, development, products, business, plans, and know-how.
Article 2 (Purposes of These Terms of Use)
1. The Terms of Use lay out the details concerning registration to be done by Experts in order to use the Service and specify the roles and responsibilities of the Expert and Recruit in the context of providing the Service.
2. Recruit shall be allowed to provide a Client that has completed registration to use the Service as required in the Terms of Use with information on Experts that can perform the Outsourced Work requested by the Client.
3. In addition to the terms of the Terms of Use, detailed rules, operating rules, and various notes defined separately by Recruit for the Service shall constitute a portion of the Terms of Use.

Article 3 (Experts Registration)
1. An Expert must complete registration for the Service by: first familiarizing themself with the content of the Service and how it works, then entering data pertaining to the Expert in the prescribed format on the Website, and finally uploading all required data.
2. An Expert must ensure that the material provided for registration, as specified in the preceding paragraph, does not contain any false content and shall notify Recruit immediately of any changes in registered data should they occur.

Article 4 (Our Service)
1. The Service has two main roles: (1) Providing Clients with information on Experts that are capable of performing the requested Outsourced Work
(2) Consulting and managing the progress of Outsourced Work for Clients
2. The Service is designed to find an appropriate Expert with whom a Client can conclude an Outsourcing Agreement and to facilitate the execution of duties by the Expert as set forth in the Outsourcing Agreement. Recruit is therefore not a party to the Outsourcing Agreement and is not responsible for carrying out the Outsourced Work.
3. Recruit may, but does not have an obligation to, provide information on an Expert to a Client that has completed registration and has requested Outsourced Work through the Service.
4. With regard to the selection of Experts, the execution of work by the Expert according to the Outsourcing Agreement, and the products thereof, Recruit does not: verify the content; guarantee any level of quality, reliability, legality, accuracy, or utility; or bear any responsibility for defects or deficiencies.
5. As detailed in Article 7, the Consideration owed to an Expert by a Client in accordance with the Outsourcing Agreement shall be processed on the Client’s behalf by Recruit (the Client shall consent to this). Recruit, however, shall bear no obligation or responsibility in the event that the Client does not provide the money to be paid.

Article 5 (Restrictions on disintermediation)
For five years after an Expert is introduced to a Client by Recruit through the Service, the Expert may not do the following directly with the Client without using the Service (collectively referred to as “disintermediation”): enter into an agreement with the Client, invite the Client to enter into an agreement, or accept an invitation from the Client to enter into an agreement. Any agreement concluded by the Expert and the Client through disintermediation shall be considered an Outsourcing Agreement concluded through the Service and shall be subject to a penalty, worth 5% of the reward paid by the Client to the Expert, which the Expert must present to Recruit.

Article 6 (Service Usage Fee)
1. An Expert will neither need to pay a fee nor receive a reward for providing information to complete registration.
2. The Service Usage Fee consists of consulting fees and/or the contracting fee (for the information on Experts provided by Recruit) and will in principle be paid to Recruit by the Client together with the Consideration payment as detailed in the next Article.

Article 7 (Payments)
1. A Client shall entrust Recruit with the processing of Consideration payments to the Expert. In other words, Recruit will process payments on the Client’s behalf. 2. When an Outsourcing Agreement is concluded, giving rise to the Expert to claim a payment of Consideration, the Client shall promptly provide Recruit with the money for Consideration according to the method specified separately by Recruit.
3. To facilitate Recruit’s processing of payments (including Consideration) on the Client’s behalf, the Client will provide Recruit with a copy of the Outsourcing Agreement as soon as it is concluded. The Expert shall consent to this.
4. The Expert shall bear the cost (wire transfer fee) required by Recruit to perform a bank transfer to provide the Expert with the Consideration.
5. The Expert must not receive the payment of Consideration directly from the Client. Regardless of whether a payment has been made directly in violation of this term, the Client has the obligation to provide Recruit with the money for Consideration payment.

Article 8 (Costs)
Unless set forth in advance, the Expert shall bear the expenses for fulfilling their obligations in accordance with the Terms of Use.

Article 9 (Non-disclosure of Confidential Information and Personal Information)
1. Except when required for the operation of the Service that Recruit disclose the Expert’s Confidential Information to Recruit executives and/or employees, Recruit shall not, without the prior written consent of the Expert, disclose in any way the Expert’s Confidential Information to a third party and shall not use it for a purpose other than the operation of the Service.
2. Whenever requested by an Expert, Recruit will immediately destroy all Confidential Information in a way that takes extra precautions to guard against information leakage.
3. Only to the extent required for operational execution, Recruit shall be allowed to entrust a subcontractor with some or all of the operations that involve the handling of the Expert’s Confidential Information. When this is required, Recruit shall require the same duty of confidentiality of the subcontractor as that defined in this Article.
4. With regard to the Confidential Information and Personal Information acquired by an Expert through the Service when deciding whether to use the Service or when using the Service, the Expert may only use the information to decide whether to use the Service or to actually use the Service. The Expert may not use the information for any other purpose (whether commercial or not) in any way.
5. An Expert shall treat the Personal Information and Confidential Information of a Client in strict confidence and in an appropriate manner, and the Expert shall not disclose the information in any way to a third party except when consent has been obtained directly from the Client.
6. If a customer or another third party files a claim (including a lawsuit) against Recruit regarding the use or management of the Personal Information or Confidential Information of a Client by an Expert, the Expert shall settle or resolve the claim on their own responsibility and at their own expense and shall indemnify Recruit.
7. The following that an Expert acquires when deciding whether to use the Service or when using the Service may not be disclosed in any way to a third party or be used by the Expert for the Expert’s own purpose: Recruit’s Confidential Information and undisclosed information, which includes, but is not limited to, source code, know-how, methods, and other information relating to the Service.
8. Whenever requested by Recruit, an Expert shall immediately return all Confidential Information and Personal Information to Recruit or destroy all the information in a way that takes extra precautions to guard against information leakage.
9. A legitimate request by the national government or another public authority for Recruit to disclose Confidential Information is not subject to the duty of confidentiality defined in this Article. However, whenever Recruit (or an Expert) learns of such a request, Recruit (or the Expert) must promptly notify the Expert (or Recruit) and other relevant entities of the matter, and efforts shall be made to maintain the confidentiality of Confidential Information as much as possible.

[Article 10] Prohibited acts
An Expert shall not do any of the following or anything that may be considered any of the following.
(1) Commit a crime or an act that may lead to crime
(2) Infringe Recruit’s or a third party’s rights, which include, but are not limited to, copyrights, trademark rights, other intellectual property rights, privacy rights, and rights to honor and dignity
(3) Slander or discriminate against Recruit or a third party
(4) Use the Service for a purpose other than its intended purpose
(5) Attempt or gain unauthorized access to the Service’s systems; interfere with the operation of the Service
(6) Duplicate, reproduce, copy, transfer, store, sell, or publish the content of the Service, entirely or in part, without Recruit’s permission. Any other use of the content of the Service, entirely or in part, is also prohibited if beyond the Expert’s own personal use and Recruit’s permission has not been obtained.
(7) Undermine the credibility of Recruit or a third party
(8) Use the Service under a false name or identity
(9) Violate a law, a regulation, or the Terms of Use; disrupt public order and morality
(10) Use the Service in a way other than what is approved by Recruit
(11) Cause a nuisance to Recruit or a third party
(12) Do something not listed above but is nonetheless deemed inappropriate by Recruit

Article 11 (Obligation to pay damages)
An Expert shall not cause any loss or damage to Recruit, burden Recruit, or place Recruit at a disadvantage through the use of the Service (this includes consequences of problems arising from communication with a Client). If Recruit incurs any loss, damage, burden, or disadvantage that is attributable to the Expert (including, but not limited to, a violation of the Terms of Use by the Expert), the Expert shall compensate Recruit for the loss, damage, burden, or disadvantage.

Article 12 (Release from liability)
1. Recruit does not guarantee any aspect of the Service or of the information provided through the Service, including, but not limited to, accuracy, the state of being up to date, completeness, and usefulness.
2. If an Expert’s device is not suited for the use of the Service, Recruit has no obligation to modify or improve the Service or to make any other arrangement to enable suitability.
3. By using the Service, the Expert agrees that the Service may become unavailable for use, entirely or in part, for any reason, including problems arising from the communications infrastructure.
4. Recruit does not guarantee that Service-related emails and Web content that Recruit sends are free of computer viruses and other harmful components.
5. If an Expert violates the Terms of Use or does any other act deemed inappropriate for the operation of the Service by Recruit, Recruit reserves the right to terminate the use of the Service by the Expert, file a damage claim, or take any other action (including legal action) to prevent further harmful action by the Expert without any notice, request, or disclosure of the reason for doing so. Recruit will not be liable for any loss or damage incurred by the Expert in the foregoing process.
6. In addition to the cases described above, in principle, Recruit shall not be responsible for any loss or damage incurred by the Expert through the use of the Service.
7. In the event that Recruit compensates an Expert for breach of contract or wrongdoing associated with Recruit’s negligence, Recruit will pay as damages a sum not exceeding the Service Usage Fee that the Client has paid or should pay for the agreement involved (except in the case of gross negligence).

Article 13 (Modification, suspension, and termination of Service)
1. In the following cases, Recruit may suspend or discontinue all or part of the Service without notifying the Expert. Recruit shall not be responsible for any damage incurred by the Expert or a third party as a result.
(1) Regular or emergency maintenance or inspection is needed for the Service’s system. (This includes changes to the specifications of a service provided by a third party.)
(2) The operation of the Service is deemed either difficult or impossible due to an emergency, such as a fire, a power failure, or a natural disaster.
(3) The operation of the Service is deemed either difficult or impossible for a reason such as war (civil or international), insurrection, riot, or labor dispute.
(4) The operation of the Service is deemed either difficult or impossible for a reason such as Service system failure, unauthorized access, or infection by a computer virus.
(5) The operation of the Service is deemed either difficult or impossible as a result of legal action or a measure implemented by a public authority.
(6) The operation of the Service is deemed either difficult or impossible as a result of suspension or termination of a service provided by a third party (this includes suspension due to maintenance, changes to specifications, or defect repair).
(7) Any other case in which Recruit deems suspension or termination inevitable
2. Recruit reserves the right to make modifications, additions, or deletions (collectively, “changes”) to all or part of the Service without notifying the Expert. Recruit shall not be liable for any loss or damage incurred by the Expert or a third party as a result of the changes.

Article 14 (Changes to the Terms of Use)
1. Recruit reserves the right to make changes to the Terms of Use at its discretion, for any reason, and at any time.
2. Unless otherwise specified by Recruit, the updated ToS that have undergone any changes shall come into effect immediately upon being displayed on the screen of the device on which the Service is being used.
3. An Expert who cannot agree to the updated ToS shall stop using the Service. An Expert who continues to use the Service after the updated ToS take effect agrees to the updated ToS.

Article 15 (Measures against organized crime (Anti-Social Forces)
1. An Expert shall be able to testify that they are not, and will not become, any of the following (collectively referred to as “gang-related entities”): a gang, a gang member, a former gang member (a gang member within the last five years), a gang associate, a gang-related company, a racketeer (including racketeering organizations claiming to advance political or social interests), a fraud group (including groups using specialized skills to fraudulently advance personal gains), or any entity that essentially constitutes any of the above. The Expert shall also declare that none of the following applies, and will not apply, to them.
(1) Have a relationship that is deemed to be controlled by a gang-related entity
(2) Have a relationship that is deemed to be partially controlled by a gang-related entity
(3) Utilize a gang-related entity to advance wrongful gain for themself, their own company, or a third party or to cause wrongful loss to a third party
(4) Have a relationship that involves providing money, benefits, etc. to a gang-related entity
(5) An executive or another individual who is essentially part of the company’s management has a socially disreputable relationship with a gang-related entity.
2. An Expert shall vow to never do, or have a third party do, any of the following.
(1) Try to obtain something through force or threats
(2) Make unreasonable demands that go beyond the limits of legal liability
(3) Use behavior that is seen as intimidation or violence to do business
(4) Damage another entity’s reputation or interfere with another entity’s business by spreading rumors, abusing power, or committing fraud
(5) An act that essentially constitutes any of the above

Article 16 (Severability and validity of the Terms of Use)
1. If a part of the Terms of Use becomes invalid based on a law or regulation, the rest of the Terms of Use remains valid.
2. If the Terms of Use become invalid or void, entirely or partially, with reference to one Expert, the Terms of Use remain valid with reference to the other Experts.

Article 17 (Anti-assignment)
1. Unless otherwise stated in the Terms of Use, an Expert may not transfer, lend, or offer as collateral to a third party the rights and obligations associated with the Terms of Use without the prior written consent of Recruit.
2. When the ownership of the business involving the Service is transferred to another company, Recruit may transfer the information concerning Experts and the rights and obligations associated with the Terms of Use to the new owner of the business. The Expert shall provide advance consent concerning such a transfer. Transfer of business ownership in this paragraph refers to all transactions that involve the transfer of business operations, including company split.

Article 18 (Applicable law and jurisdiction)
1. Japanese law shall apply to the Terms of Use.
2. A dispute between an Expert and Recruit that requires litigation shall be submitted by consent to the exclusive jurisdiction of the Tokyo District Court in the first instance.

Additional rules
Created and effective on February 17th, 2016