BRAIN PORTAL Terms of Use for Clients

 

These Terms of Use shall apply to clients 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)“Service” indicates any service (1) providing a Client with information regarding an Assignee to consign the consignment business to, and/or (2) managing the progress of the consignment business for a Client.
(2)“Client” indicates any individual or juridical persons that consign or will consign the manufacturing operation (hereinafter, “Consignment Business”) of products and such to Assignee through our Service.
(3)“Assignee” indicates any individual or juridical persons that undertake or will undertake the Consignment Business from Client through our Service.
(4)“Consignment Agreement” indicates a consignment agreement concluded between Client and Assignee through using our Service.
(5)“Remunerations” indicate a commission (compensation for the consignment business) which Client shall pay to Assignee under the Consignment Agreement.
(6)“Usage Agreement for the Service” indicates an agreement between Recruit and Client determining the contract charges for reaching a binding agreement—by which Assignee, who received information provided by Recruit, will implement the consignment business from Client—and for receiving consultation and progress management from Recruit.
(7)“Personal Information” indicates information enabling the identification of individuals, such as addresses, names, and email addresses.
(8)“Confidential Information” indicates any information regarding technology, development, products, sales, plans, know-how, etc. that Client and Recruit obtained from any counterparty or Assignee through our Service.

Article 2 (Purposes of These Terms of Use)
1.These Terms of Use shall aim to clarify matters regarding Client’s information registration for using our Service, and the roles and responsibilities of Client and Recruit with respect to providing our Service.
2.Based on these Terms of Use, Recruit may provide information regarding Assignee candidates to Client, provided that Client appropriately completed information registration for using our Service.
3.In addition to the matters determined on these Terms of Use, detailed regulations, operation rules, and all noted matters separately set by Recruit regarding our Service shall constitute part of these Terms of Use.

Article 3 (Client’s Information Registration)
1.Upon understanding and accepting the structure of our Service and contents of service provided through our Service, Client shall provide the required information on the format to register the Client information and contents of the Consignment Business. Furthermore, Client shall register Client information by uploading the required information to our Service’s website.
2.Clients shall guarantee that the contents registered in the preceding paragraph do not contain false information and shall immediately notify Recruit in case of any changes in submitted contents.

Article 4 (Our Service)
1.Our Service shall be constituted as follows.
(1) Providing Client with information regarding Assignee candidates
(2) Managing progress of the Consignment Business and consultation to Client
2.Our Service is for the purposes of enabling Clients to sign the Consignment Agreement with an appropriate Assignee and enabling Assignee to smoothly perform the duty of the Consignment Agreement. Recruit shall not be a related party to the Consignment Agreement and shall not be liable for performing the Consignment Business.
3.Although Recruit may provide information regarding the Assignee candidates to any Client that has registered the contents of the Consignment Business on our Service, Recruit shall not be obliged to provide applicable information.
4.In case Client signs a Consignment Agreement regarding Consignment Business with an Assignee with which Recruit provided the information, the Usage Agreement for the Service—determining the contract charges for the Consignment Agreement by which Recruit provides information regarding Assignee and Recruit provides progress management and consultation for the Consignment Business—shall be separately signed between Client and Recruit, and the service charges shall be paid based on the contract. 5.Recruit shall not confirm or guarantee the contents, quality, credibility, legality, accuracy, and usefulness in selection of Assignee and the performance and deliverables by Assignee based on the Consignment Agreement nor shall Recruit be in any way liable for any defects.
6.Client shall
1.As for the payment process of the Remunerations by Client to Assignee based on the Consignment Agreement, pursuant of the Article 6, Client shall agree that Recruit shall conduct the process as Client’s agent. However, Recruit shall not be obliged or liable for default payment of the Remunerations by Client.

Article 5 (Limitation on Agreement with Counterparty Client Received the Information for)
Client shall not directly make a contract, solicit, or respond to solicitation (hereinafter, “Disintermediation Act”) without using our Service within 5 years after Recruit provided the information of Assignee candidates through our Service. In case of conducting the Disintermediation Act, the Consignment Agreement concluded between Client and Assignee through the Disintermediation Act shall be deemed to be signed using our Service, and Client shall pay the equivalent amount, 30% of commission to be paid to Assignee, as Usage Fees of the Service and penalty.

Article 6 Usage Fees of the Service
1.As for using our Service, registering Client’s information and registering information of the Consignment Business shall be conducted entirely free of charge.
2.In the case that Client concludes a Consignment Agreement with assignee in which the information was provided by Recruit, Client shall separately sign the Usage Agreement for the Service with Recruit and shall pay the usage fees of the Service specified by Recruit based on the contract.
3.The Usage Fees of the Service include progress charges for progress management of the consignment business by Recruit and consultation upon request as well as contract charges of the Consignment Agreement through information regarding Assignee provided by Recruit.
4.The Usage Fees shall be paid by Client to Recruit at the time of payment for the Remunerations prescribed in the following article. However, the rates and payment period shall be determined by the Usage Agreement for the Service that shall be separately concluded between Client and Recruit.

Article 7 (Payment Procedures of Remunerations Etc. & Payment Commission Fees)
1.Client shall consign the payment procedures of the Remunerations to the Assignee of the Client and Recruit shall handle the payment procedures on behalf of Client. 2. Client shall be obliged to pay the Remunerations, charges incurred for commission of Remunerations payment procedure (hereinafter, “Payment Commission Fees”), and service charges (collectively, “Remunerations etc.”) to Recruit.
3.Client shall pay the Remunerations etc. to Recruit immediately via method(s) separately specified by Recruit promptly after claim rights of the Remunerations incurred to Assignee based on the Consignment Agreement have been established.
4.After it has been created, Client shall issue its copy of the Consignment Agreement form promptly to Recruit in order for Recruit to handle the payment procedure of Remunerations etc. on behalf of Client.
5.Client shall be responsible for transfer fees of Remunerations etc., and Assignee shall be responsible for transfer fees incurred when Recruit makes a deposit of Remunerations to Assignee.
6.Remunerations shall not be directly given and received between Client and Assignee. Also, regardless of whether Remunerations are directly given or received between Client and Assignee, Client shall be obliged to deposit the Remunerations to Recruit.

Article 8 (Expense Allocation)
Client shall be responsible for expenses required to perform Client’s own obligations based on these Terms of Use unless prescribed in advance. Also, the party concerned shall be responsible for additional expenses incurred on its own behalf.

Article 9 (Confidentiality of Confidential Information & Personal Information)
1.Recruit shall disclose the Client’s Confidential Information only to its officers and employees necessary for conducting our Service, and Recruit shall not use disclose or leak such information to any third party or use the information for purposes other than conducting our Service without prior written permission of Client.
2.In case of request by Client, Recruit shall immediately dispose of all of Confidential Information with due consideration for information leakage.
3.Recruit may entrust all or part of handling Client’s Confidential Information to Assignee to the extent necessary for business. However, in that case, Recruit shall burden the corresponding Assignee with the equivalent obligation as Recruit’s obligation as stated in this article.
4.Upon reviewing whether to implement our Service or using our Service, Client shall only use the Confidential Information and Personal Information for purposes of reviewing whether to implement or use our Service, and Client shall not use the information for other purposes (whether business purposes or not.)
5.Client shall appropriately and strictly handle the Personal Information and Confidential Information of Assignee as confidential and shall not disclose or leak the information to any third party unless given consent by Assignee.
6.As for usage of management of Personal Information and Confidential Information of Assignee by Client, in case of litigation or complaints filed by customers or any other third party to Recruit, Client shall resolve the complaints and litigation at Client’s expense and Client shall assume full responsibility, and Recruit shall be exempt from all liability.
7.Client shall not disclose or leak Recruit’s Confidential Information and information of Recruit that shall not be disclosed to the public (including, but not limited to, information regarding our Service, structure, know-how, and program sources) gained through reviewing whether to implement or use our Service to any third party or use said information for themselves.
8.In case of request by Recruit, Client shall immediately return all Confidential Information and Personal Information to Recruit or dispose of them with due consideration for information leakage.
9.Disclosing Confidential Information of any counterparty which Recruit was lawfully ordered to disclose by any country or other governmental authority shall be exempt from confidentiality obligations. However, any party petitioned for this order shall promptly notify the fact of receiving the order to counterparty and endeavor to ensure the confidentiality of Confidential Information as much as possible.

Article 10 (Prohibited Matters)
Upon using our Service, Client shall not perform any of the following acts, or any actions with the risk of resulting in the following.
(1) Acts that will or may constitute criminal activities
(2) Acts that violate rights such as copyrights, trademarks, other intellectual properties, privacy rights, and the reputations of Recruit’s or any third parties’
(3) Acts that discriminate or slander Recruit or any third party
(4) Acts to use our Service for purposes other than what our Service is planned for
(5) Acts that hinder the operation of our Service such as unauthorized access to the system designed to provide our Service
(6) Acts to reproduce, duplicate, reprint, transfer, accumulate, sell, publish, or any other actions to use all or part of the contents beyond the scope of private use without Recruit’s permission
(7) Acts that damage the trust of Recruit or any third party
(8) Acts to impersonate other person(s) and use our Service
(9) Acts that violate laws, public order and morals, or these Terms of Use
(10) Acts to use our Service for any method other than those approved by Recruit
(11) Nuisance to Recruit or any third party
(12)Any other acts that Recruit deems inappropriate

Article 11 (Compensation for Damages)
Client shall not inflict any losses, burdens, or damages to Recruit that arise by any action or result (including communication-based problems between Client and Assignee candidates) of Client through using our Service. In the case that Recruit suffers any losses, burdens, or damages arising from any user action and its results (including, but not limited to, actions violating these Terms of Use), Client shall compensate the losses, burdens, or damages suffered by Recruit.

Article 12 (Disclaimer of Recruit)
1.Recruit shall not guarantee the accuracy, recentness, completeness, usefulness, or any other matter concerning our Service and information provided through our Service.
2.Even in the case that Client’s device(s) is not suitable for using our Service, Recruit shall not be obliged to offer compatibility support for using our Service, including changing or modifying our Service.
3.Upon using our Service, Client shall agree in advance that all or part of our Service may not be able to be used due to communication environment and other circumstances.
4.Recruit shall not guarantee that emails sent regarding our Service and/or our Web contents do not include harmful programs such as computer viruses.
5.In the case that Client violates these Terms of Use, or Client takes other actions deemed inappropriate by Recruit with respect to the operation of our Service, Recruit may take the measures necessary, such as suspension of our Service and compensation claims (including legal actions) to prevent the corresponding actions of Client without any report, notification, or disclosure of reason. Also, Recruit shall not be liable for damages incurred to Client arising from the necessary measures.
6.As a principle, Recruit shall not be liable for any damages incurred to Client arising from using our Service in addition to every matter listed above.
7.In case of compensating for damages incurred to Client arising from financial default or any illegal act caused by Recruit’s negligence (excluding gross negligence), Recruit shall compensate with the upper limit of our Service usage fees or other fees that were paid or should be paid by Client regarding the incurred losses.

Article 13 (Change, Suspension, or Abolition of Our Service)
1. In case of situations prescribed as follows, Recruit may suspend all or part of our Service without prior notice to users, and Recruit shall not be liable for compensation—in case of compensation incurred from such suspension—to users or any third party.
(1) In case of regular or urgent maintenance or inspection of the system that provides our Service (including cases of changing specifications for providing our Service to any third party).
(2) In case of encountering difficulties or disabling our Service due to an emergency such as a fire, power outage, and/or natural disaster.
(3) In case of encountering difficulties disabling our Service due to war, civil war, riot, disruption, or labor dispute.
(4) In case of encountering difficulties or disabling our Service due to system malfunction, unauthorized access by third party, computer viruses, or similar circumstances.
(5) In case of encountering difficulties or disabling our Service due to measures based on relevant laws.
(6) In case of encountering difficulties or disabling our Service due to suspension or termination of third-party service provider (including, but not limited to, suspension due to maintenance, change in specifications, and remedy of defects).
(7) Any other situation beyond Recruit’s reasonable control
2. Recruit may revise, add, change, or abolish all or part of our Service without prior notice to users, and Recruit shall not be liable for compensation—in case of compensation incurred by any of these actions—to users or third party.

Article 14 (Adjustment to the Articles)
1.Recruit, at our discretion, may change these Terms of Use for any reason at any time.
2.The revised version of these Terms of User shall be effective after they have been posted on the screen of the device which our Service is provided to, except when Recruit separately determines a date.
3.In the case that Client cannot agree to the revised version of these Terms of Use, Client shall be deemed to have ended using our Service and Client shall be deemed to consent to the revised version of these Terms of Use when Client continues to use our Service after the revised version of these Terms of Use has become effective.

Article 15 (Eliminating Antisocial Forces)
1.Client shall assert that it is not currently an organized crime group, member of an organized crime group, an entity for which fewer than 5 years have passed since last a member of an organized crime group, associate member of crime group, corporate entity related to any organized crime group, corporate extortionist, political racketeering organization, organized crime syndicate, or any other equivalent group and they do not fall under any of the following categories and pledge that they also will not be involved with any of the following categories in the future.
(1) Parties associated with antisocial forces, such as member of organized crime group, are included in the management
(2) Parties associated with antisocial forces, such as member of organized crime group, are substantively involved in management
(3) Parties associated with antisocial forces, such as member of organized crime group, are misused for purposes of acquiring wrongful gain for himself/herself or a third party and/or inflicting damages to any third party
(4) Parties associated with antisocial forces, such as member of organized crime group, provide or receive from Client funds, other supplies, or benefits
(5) Directors or persons substantively involved in management have socially reprehensible relationship(s) with antisocial forces, such as members of organized crime groups
2. Client shall assert that they do not conduct any action that falls under any of the following categories through themselves or any third party.
(1) Demand with violence
(2) Unreasonable demand beyond legal entitlement
(3) Use of intimidating words or actions regarding a transaction
(4) Damage the credit or obstruct the business of another party by spreading false rumors or by the abuse of power
(5) Any other equivalent actions to the above

Article 16 (Effectiveness of These Terms of Use and Other Terms of Use)
1.If any part of these Terms of Use is determined to be invalid based on laws, all other provisions on these Terms of Use shall be valid.
2.If any part or all of these Terms of Use is determined to be invalid or revoked in relation with a Client, these Terms of Use shall be valid in relation with all other Client.

Article 17 (Non-Transferable Rights & Obligations)
1.Except as otherwise determined for these Terms of Use, Client shall not transfer, lend, or collateralize the rights and obligations incurred from these Terms of Use to any third party without the prior written permission of Recruit.
2.In case of transferring the business associated with our Service to any other company, Recruit may transfer the status on the Usage Agreement, rights, and obligations based on these Terms of Use, and Client information to the grantee of the corresponding business transfer as a result of the corresponding business transfer, and Client shall be deemed to consent to the transfer in advance. Also, business transfer prescribed in this section is not limited to ordinary business transfer but includes all cases of mergers and other transfers of business.

Article 18 (Applicable Laws & Court of Jurisdiction)
1. These Terms of Use shall be governed by the laws of Japan.
2. The Tokyo District Court shall be the exclusive consensus court of jurisdiction for the first trial in response to litigation arising between Client and Recruit.

Supplementary Provisions
Created and Effective as of February 17, 2016