Hiroo Terms of Service

These Terms of Service ("Terms") govern the acquisition and use of software and services provided by Hiroo - Lookup Management Consultancy Co. Limited ("Hiroo", "we", "us", "our").

By registering for the Hiroo platform, signing an Order Form, or beginning to use any feature of the platform, the Customer and/or User represents that they have read, understood, and agreed to these Terms in full. Customer represents that the individual executing the Order Form is entering into this Agreement on behalf of the entity identified on the Order Form and that such individual has authority to bind the Customer to this Agreement.

Hiroo reserves the right to periodically modify these Terms upon written notice to the Customer and/or User, and such modification will become effective in the next service term.

DEFINITIONS
‍"Hiroo" refers to Lookup Management Consultancy Co. Limited and the Hiroo platform it operates.
"Customer" refers to any legal entity or individual who has signed an Order Form with Hiroo, purchased a corporate subscription, or has authority to act on behalf of an organization using the Hiroo platform.
"User" refers to any natural person who accesses the Hiroo platform in any way, creates an account, initiates a free trial, or uses any feature of the platform. User includes an employee acting on behalf of a Customer, an independent recruiter, a freelance recruiter, or any individual who registers individually.
"Legal Counterparty" refers to the Customer and User collectively. The obligations, rights, and responsibilities set out in these Terms apply to both, unless explicitly stated otherwise.
"Platform" / "Services" refers to all software services provided by Hiroo, including but not limited to the applicant tracking system, talent CRM, career page, email and calendar integrations.
"Customer Data" refers to all data uploaded to or processed through the platform by the Customer and/or User.
"Candidate Data" refers to personal data relating to job applicants and prospective candidates uploaded to or processed through the platform by the Customer and/or User.
"Order Form" refers to any written or electronic agreement between Hiroo and a Customer specifying the services, fees, and service term.
"Service Term" refers to the service period specified in the relevant Order Form or trial account activation.

1. Access Grant

   1.1 Provision of Access
   Subject to all the terms and conditions of this Agreement, Hiroo will provide the Customer and/or User with a non-exclusive, non-transferable, non-sublicensable right to access the generally available software services and support described in the applicable Order Form and other products and services Hiroo may provide during the Service Term.

   1.2 Customer and User Use of the Services
   The Customer and/or User will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services,
   Documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services; use the Services for timesharing or service bureau purposes or for any purpose other than their own legitimate recruitment activities; rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party; remove any proprietary notices from the Services or Documentation; use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person; or use the Services other than in accordance with this Agreement and in compliance with all applicable laws and regulations.
   
   The Customer and/or User will cooperate with Hiroo in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required. The Customer and/or User will designate an employee who will be responsible for all matters relating to this Agreement ("Primary Contact") and may change the individual designated as Primary Contact at any time by providing written notice to Hiroo.

   1.3 Modification of Services
   Hiroo will not materially decrease the overall functionality of the Services.

   1.4 Future Functionality
   The Customer and/or User agrees that their subscription to the Services and acceptance of this Agreement are not contingent on the delivery of any future functionality or features.

2. General Terms

   2.1 Hiroo Responsibilities.

   2.1.1 Access to Systems
   To the extent required to enable certain Hiroo functionality, the Customer and/or User may in their sole discretion provide Hiroo access to their systems, including without limitation email providers and LinkedIn accounts, solely for the purpose of providing the Services. For the avoidance of doubt, access to systems by Hiroo will require, in each instance, provisioning of access by the Customer and/or User and only to the extent that the Customer and/or User determines such access is required.

   2.1.2 Security and Professional Services
   Hiroo will perform any Professional Services provisioned under the Agreement in a professional and workmanlike manner consistent with industry standards. Hiroo will maintain appropriate administrative, technical, and physical safeguards to protect the security, confidentiality, and integrity of Customer Data. Such safeguards include, but are not limited to, access controls, encryption, monitoring of platform activity, and prompt remediation of identified security vulnerabilities.
   ‍
   Hiroo's security obligations are limited to implementing reasonable and industry-standard measures. Hiroo does not warrant that the platform will be entirely free from vulnerabilities, unauthorized access attempts, or security incidents at all times. In the event that a security vulnerability is identified, Hiroo will take prompt corrective action to remediate the vulnerability.
   
   Hiroo shall not be liable for any damages arising from security incidents caused by the deliberate, unauthorized, or fraudulent actions of third parties, including but not limited to the exploitation of platform features, APIs, or technical infrastructure by malicious actors. The Customer and/or User is individually responsible for the security of their account, the confidentiality of their access credentials, and all activity occurring through their account.

   2.2 Customer and User Responsibilities

   2.2.1 The Customer and/or User will be responsible for their own and their affiliates' and personnel's compliance with this Agreement.

   2.2.2 The Customer and/or User will use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Hiroo immediately of any such unauthorized access and/or use of which they become aware.

   2.2.3 The Customer and/or User will use the Services only in accordance with this Agreement and all applicable laws and government regulations.

   2.2.4 The Customer and/or User will be responsible for any and all Customer Content posted to their account and all activity that occurs through or under their account.

   2.2.5 The Customer and/or User's announcements of job vacancies ("Job Advertisements") must comply with any applicable laws and regulations including those relating to labour and employment, and anti-discrimination. The Customer and/or User understands and agrees that they are solely responsible for any liability or claims arising out of publication of Job Advertisements or material which third parties can access through such Job Advertisements.

   2.2.6 Candidate Data Compliance The Customer and/or User represents and warrants that all candidate and contact data uploaded to or processed through the Hiroo platform has been collected lawfully, with appropriate consent where required, and in full compliance with all applicable data protection laws and regulations, including but not limited to GDPR and KVKK.
   The Customer and/or User agrees to use candidate data stored on the platform solely for legitimate recruitment purposes. Hiroo acts solely as a data processor with respect to candidate data introduced by the Customer and/or User, and assumes no responsibility for the origin, legality, accuracy, or use of any such data.
   Any liability arising from the unlawful collection, processing, transfer, or use of candidate data rests solely with the Customer and/or User. Where candidate data migration is required, such migration is carried out exclusively by Hiroo's engineering team upon the Customer and/or User's written request; the Customer and/or User remains solely responsible for the lawfulness of the data being migrated.

   2.2.7 Prohibition of Spam and Unauthorized Mass Communications The Customer and/or User may not use the platform's outbound email or messaging capabilities to send unsolicited, bulk, or spam communications to any individual who has not provided explicit consent to receive such communications in connection with a legitimate recruitment process.
   The Customer and/or User may not import, upload, or introduce into the platform any contact lists obtained from third-party data brokers, scraped sources, purchased databases, or any other source that does not constitute a lawful basis for communication under applicable law.
   Any violation of this provision may result in immediate suspension or termination of the relevant account without prior notice, at Hiroo's sole discretion. Hiroo reserves the right to recover from the Customer and/or User any and all costs, damages, losses, or penalties incurred as a result of such misuse, including but not limited to damage to Hiroo's sender reputation, email deliverability infrastructure, or third-party provider relationships.

   2.2.8 Prohibition of Unauthorized API and Automated AccessThe Customer and/or User may not access or use the platform through automated means, including but not limited to bots, scripts, scrapers, or any other automated tool, except where such access is expressly authorized in writing by Hiroo.
   The Customer and/or User may not use Hiroo's APIs, endpoints, or any other technical interface to upload, inject, or process data in volumes or at speeds inconsistent with normal human-driven recruiter activity, or in any manner that circumvents the platform's intended use.
   Any attempt to exploit, manipulate, or abuse the platform's technical infrastructure, including public-facing endpoints, authentication mechanisms, or scheduling features, constitutes a material breach of these Terms and may result in immediate account termination, legal action, and recovery of all damages incurred by Hiroo from the Customer and/or User. Hiroo reserves the right to implement technical controls, rate limits, and monitoring mechanisms to detect and prevent unauthorized automated access at any time.

   2.3 Illegitimate Use

   Any fraudulent, abusive, improper or unauthorized use of the Services or use in violation of the Agreement may be the reason for Hiroo, as it deems appropriate, to suspend, terminate or cancel the Customer and/or User's right to use the Services or to access the platform. One person or legal entity may not maintain more than one free account. The Customer and/or User may not resell or otherwise provide the Services to any third party as a private label, with the inclusion of a mark-up fee or otherwise without the express written consent of Hiroo. If approved by Hiroo in writing, multiple accounts may fall under a single Subscription. Hiroo is not liable for any loss or damage resulting from the Customer and/or User's failure to comply with the obligations set out in this article, including the loss of control over an account.

   2.4 Trial Account Restrictions

   The Customer and/or User accessing the platform under a free trial or demo account is subject to the following restrictions until a paid subscription has been activated and payment has been verified:
   Outbound emails are limited to a maximum of 50 per day per account. Candidate data imports are managed exclusively by Hiroo's engineering team upon written request; independent bulk data imports are not available during the trial period. Access to automated mass email scheduling features is not available during the trial period. For the first 24 hours following account creation, email sending functionality is not active; during this period, platform navigation and basic features are available. Trial accounts are subject to continuous monitoring for activity inconsistent with legitimate recruitment use.
   Hiroo reserves the right to modify these limits at any time and to immediately suspend or terminate any trial account displaying suspicious activity, including but not limited to high-volume email dispatch, unauthorized data injection, automated or scripted access patterns, or use inconsistent with the account's stated purpose. Accounts found to be in violation of these restrictions or any other provision of these Terms will be terminated without notice and without any obligation of refund or compensation on the part of Hiroo.

   2.5 Identity and Business Verification

   By registering for an account or beginning to use the platform in any way, the Customer and/or User represents and warrants that: the entity identified in the registration is a lawfully incorporated and operating business; the individual completing registration has full authority to bind that entity; and all information provided during registration, including company name, domain, and contact details, is accurate and truthful.Registration on the platform may only be completed using a corporate email address.
   Registrations using personal email providers such as Gmail, Yahoo, Hotmail, or similar may not be accepted. Hiroo reserves the right to verify the identity and legitimacy of any Customer and/or User at any time and without prior notice, including through third-party verification services, company registry lookups, or domain ownership checks.
   Providing false or misleading information during registration or onboarding constitutes a material breach of these Terms and will result in immediate account termination. Hiroo reserves the right to require additional verification for accounts requesting accelerated onboarding or expedited contract activation.

3. Third Party Service Providers

   The Customer and/or User understands that Hiroo uses third party service providers to operate the Services. Hiroo does not warrant that information or data including, but not limited to, prices and ratings provided through the Services will be reliable and accurate where such information is provided by or by means of a third party service provider.

4. Fees and Payment

   4.1. Fees.
   The Customer and/or User will pay Hiroo all fees set forth on any applicable Order Form within thirty (30) days of receipt of an invoice, unless otherwise set forth in such Order Form. Payment obligations are non-cancelable and non-refundable.

   4.2. Payment Terms.
   For all fees, the Customer and/or User will provide Hiroo with a valid check, money order, ACH, wire, credit card, debit card or alternative method of payment reasonably acceptable to Hiroo. The Customer and/or User is solely responsible for providing Hiroo accurate and complete billing and contact information and for notifying Hiroo of any changes to such information.

   4.3. Overdue Charges.
   Hiroo reserves the right to charge interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, on any fees not received within fifteen (15) days of the date such payment was due. Additionally, in the event any fees are more than thirty (30) days overdue, Hiroo may suspend its performance of the Services, and require full payment before Hiroo resumes performance.

   4.4 Taxes.
   The Customer and/or User will be responsible for payment of all sales, use, property, value-added, withholding, or other federal, state or local taxes except for taxes based solely on Hiroo's net income. If Hiroo is required to pay any such taxes based on the licenses granted in this Agreement or on the Customer and/or User's use of the Services, then such taxes will be billed to and paid by the Customer and/or User.

5. Limitation of Liability

   The Customer and/or User expressly understands and agrees that Hiroo is not liable for damages and/or losses resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Services; (iii) statements or conduct of any third party on the Services. Hiroo shall never be liable for indirect or consequential damages, including lost profits, the recruiting or not recruiting of particular individuals and/or losses of the Customer and/or User or third parties.

   Hiroo's total liability arising out of or related to the Agreement will not exceed the fees (calculated pro rata) for the continued provision for six months of any SaaS provided by Hiroo to the Customer and/or User under the Agreement immediately prior to the first occurrence giving rise to the claim ("Liability Cap").

   The Liability Cap applies to: (i) any damages; (ii) all claims in the aggregate, including breach of contract, breach of warranty, indemnity, negligence, strict liability, misrepresentations, and other torts. The limitations set out in this section will not apply in so far as liability cannot be limited under applicable laws and regulations, such as in the case of deliberate recklessness, fraud, or malintent of Hiroo. The limitations specified in this section will apply even if any limited remedy specified in the Agreement is found to have failed of its essential purpose. Any limitations agreed upon under this section will also apply to the liability of Hiroo's directors, officers, employees, contractors, agents and members.

6. Confidentiality

   Hiroo will make commercially reasonable efforts to respect the confidentiality of Customer Data that is disclosed to Hiroo exclusively through the platform, if the platform, as it was designed and intended, prevents the disclosure of such Customer Data to third parties. For example, confidentiality is required in principle in relation to Candidate Data, but not required in relation to content published by the Customer and/or User on a public website as part of the Services (hereinafter: 'Careers Site'). The Customer and/or User will use the platform in line with best security practices. Such practices include maintaining the confidentiality of any login or access credentials.

7. Privacy

   The Customer and/or User will regularly check Hiroo's privacy policy, which governs the use of personal data on the platform and in connection with the Services, and to which the Customer and/or User agrees to be bound as a condition of these Terms and use of the Services. Changes regarding privacy will be communicated through Hiroo's privacy policy, available at hiroo.co/legal/privacy-policy.

8. Term and Termination

   8.1 General

   The Customer and/or User can terminate the Services at any time at their convenience with immediate effect by notifying Hiroo. In case of such termination: the Customer and/or User will not be compensated for any damages arising out of the termination nor will any fees be refunded or credited, and any fees for Subscription Terms (including renewals) that have been committed to will be due immediately if not already paid. Hiroo, in its sole discretion, has the right to at any time and without prior notice suspend or terminate the Customer and/or User's Services and refuse any and all current or future use of the Services in case of a breach of this Agreement. Each party may immediately terminate the Agreement if the other party has been granted provisional suspension of payment or is declared bankrupt.

   8.2 Data Export and Deletion of Data 

   In case of termination of Services, the Customer and/or User may download or request Customer Data held by Hiroo as part of the terminated Services through the API of the platform within 30 (thirty) calendar days after termination. However, in case of termination of the Services by Hiroo due to the Customer and/or User's breach of these Terms, the Customer and/or User's access to Customer Data is forfeited. Hiroo may delete all Customer Data held by Hiroo as part of terminated Services 30 (thirty) calendar days after termination.

   Contact Us

   If you have any questions about these Terms and Conditions, You can contact us by email: terms@hiroo.co

9. Governing Law and Disputes

   These Terms shall be governed by and construed in accordance with applicable law. Any disputes arising out of or in connection with these Terms shall be resolved through good faith negotiation between the parties. If the parties are unable to resolve a dispute through negotiation, the dispute shall be submitted to the competent courts of jurisdiction.

10. General Provisions

    10.1 Entire Agreement

    These Terms, together with any applicable Order Form, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior agreements, representations, and understandings.

    10.2 Severability

    If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

    10.3 Waiver

    The failure of either party to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

    10.4 Assignment

    The Customer and/or User may not assign these Terms or any rights or obligations hereunder without Hiroo's prior written consent. Hiroo may assign these Terms without restriction.

    10.5 Contact
    
    If you have any questions about these Terms, please contact us at terms@hiroo.co.