Terms & Conditions

“Order” means Your Company’s subscription to the Services or any additional purchase of related products or services provided by us.

Based on Article 45 of the GDPR (*2), the European Commission has certified that a country or region has an adequate level of protection for personal data. When handling personal data that has been transferred pursuant to a decision that recognizes that the See Supplementary Rules for the Handling of Personal Data Transferred under Adequacy Decisions.

The EU referred to here refers to “foreign countries that have systems for the protection of personal information that are recognized to be at the same level as Japan in terms of protecting the rights and interests of individuals”

“Sensitive Data” means any (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) patient, medical, biometric, genetic, or health insurance data; (iii) financial account number, credit report information, or credit, debit or other payment card data; (iv) other information subject to regulation or protection under specific laws (or related rules or regulations) of the User’s jurisdiction; (v) social security numbers, driver’s license numbers or other government ID numbers; or (vi) any data similar to the foregoing that is protected under foreign or domestic laws or regulations.

“Statement of Work” means an agreement specifying the details for the performance of the Services and signed by both Parties.

“Term” means the period beginning on the Effective Date (as defined below) and, unless terminated earlier in accordance with terms hereof, continuing for the number of months or years set forth in your Order form or Statement of Work.

“Users” means Your Company’s employees, contractors, consultants, and representatives who are authorized by Your Company to utilize the Services and who are provided with access to the Services by virtue of login information. You understand that Users shall not be competitors of Somhako, or provide services that compete with the Services and that any such competing entity is not authorized to access an Account or receive any User benefits under these Terms.

“Your Data” means any data, content, code, video, images, or other materials of any type that you (including any of your Users) submit to the Services. In this context, “submit” (and any similar term) includes submitting, uploading, transmitting, or otherwise making available Your Data to or through the Services.

Modify or copy the Services, or creative derivative works of the Services, in whole or in part;

Use the Services for any commercial purpose, including leasing, lending, selling, licensing or distributing the Services, or for any public display (commercial or non-commercial);

Use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any person;

Attempt to decompile or reverse engineer the Services;

Engage in any activity that interferes with or disrupts the Services (or the servers and networks that are connected to the Services);

Remove any copyright or other proprietary notices from the information associated with the Services;

Transfer such information to another person or “mirror” the information on any other server; or provide access to the Services or your account to any person who is a competitor of Somhako or provides services that compete with the Services.

1. Account Creation
   In order to use the Services, you must register for an account (“Account”) and provide certain information about yourself, Your Company or your authorized Users. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information and promptly register any changes. Somhako may suspend or terminate your Account for any reason in accordance with these Terms.
2. Account Responsibilities
   You are responsible for maintaining the confidentiality of your login information and access, and are fully responsible for all activities that occur under your Account, regardless of the identity of the actual Users and whether or not they belong to your organization. You agree to immediately notify Somhako of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Somhako cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
3. Access and License
   Subject to your compliance with these Terms, we shall provide Your Company access to the Services via a subscription specified in an Order signed by the Parties for the Term. We grant you a worldwide, non-exclusive, non-transferable right to access the Services during the Term to do the following solely for the internal purposes of managing your recruitment activities: (i) access the features and functions of the Services that you subscribed for in your Order; and (ii) view, download, reproduce, and print any data made available to you through the Services. We reserve all rights not expressly granted to you by these Terms. Except for any such expressly granted rights, nothing in these Terms grants you or any third party, by implication, waiver, estoppel or otherwise, any intellectual property rights or other right, title, or interest in or to the Services or any intellectual property we provide in connection therewith.
4. Administrators
   Through the Services, you may be able to specify certain Users as “Administrators”, who will have important rights and controls over your use of the Services and User Accounts. This may include making Orders; creating, de-provisioning, monitoring or modifying User Accounts; setting User usage permissions; and managing access to Your Data by Users or others. Without limiting the “Responsibility for Users” section of these Terms below, which fully applies to Administrators, you are solely responsible for who you allow to become Administrators and any actions they take, including as described above. You agree that our responsibilities do not extend to the internal management or administration of the Services for you.
5. Responsibility for Users
   Our Services have various user onboarding flows. You are responsible for understanding the settings and controls for each Service you use and for controlling who you allow to become a User. If payment is required for Users to use or access a Service, then we are only required to provide the Service to those Users for whom you have paid the applicable fees, and only such Users are permitted to access and use the Service. You are responsible for compliance with these Terms by all Users, including for any payment obligations. Please note that you are responsible for the activities of all your Users, including Orders they may place and how Users use Your Data, even if those Users are not from your organization or domain. We may display our user notice to Users at sign-up, first sign-in, account creation, or in-product.
6. Feedback
   If you, Your Company or any User furnishes any communications or materials to us by email, mail, through the platform on which the Services are provided, or otherwise, regarding your feedback on the Services and any suggestions or recommendations in relation to the Services (the “Feedback”), we, in our sole discretion, may utilize the Feedback provided we do not reference Your Company. You hereby grant us a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into our products and services. We may use, without any attribution or compensation, any ideas, know-how, concepts, techniques or other intellectual property rights contained in the Feedback, for any purpose whatsoever (but we are not required to do so).

1. Security
   We follow security standards and implement security procedures designed to help protect Your Data from security attacks.
2. Privacy
   You acknowledge that we collect certain data and information about you and your Users in connection with your and your Users’ use of the Services and otherwise in connection with these Terms. We collect and use all such data and information in accordance with our Privacy Policy.
3. Improving Services
   We are always striving to improve the Services. In order to do so, we use analytics techniques to better understand how our Services are being used. For more information on these techniques and the type of data collected, please read our Privacy Policy. All rights, title,s and interests in the data we collect, and all intellectual property rights therein, belong solely to us.
4. Subpoenas
   Nothing in these Terms prevents us from disclosing Your Data, including any Confidential Information you provide, to the extent required by law, subpoenas or court orders, but we will use commercially reasonable efforts to notify you where permitted to do so. We strive to balance your privacy rights with other legal requirements.

1. Using Your Data to Provide Services to You
   You retain all right, title, and interests in and to Your Data in the form submitted to the Services. Subject to these Terms, you grant us a worldwide, royalty-free, non-exclusive license to access, use, process, copy, distribute, perform, export, and display Your Data and otherwise use Your Data as may be necessary for us to provide the Services. We may also access Your Company’s Account, User Accounts, and your Services with User permission in order to respond to your support requests.
2. Your Data Compliance Obligations
   You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit Your Data to the Services and to grant the rights granted to us in these Terms and (ii) Your Data and its submission and use as you authorize in these Terms will not violate any third party intellectual property, privacy, publicity or other rights. Other than our express obligations under Section 5 of these Terms, “Security and data privacy”, we assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it with the Services.
3. No Sensitive Data
   You will not submit to the Services (or use the Services to collect) any Sensitive Data. You also acknowledge that we are not acting as your business associate or subcontractor. Notwithstanding any other provision to the contrary, we have no liability under these Terms for Sensitive Data.

1. Removal and Suspension for Cause
   We have no obligation to monitor any content uploaded to the Services. Nonetheless, if we deem such action necessary based on your violation of these Terms, in response to takedown requests that we receive in relation to copyright or trademark violations, or our determination that your use of the Services disrupts or poses a security threat to the Services or any of our customers or vendors, we may (1) remove Your Data from the Services or (2) suspend your access to the Services. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions endanger the operation of the Services or other users, we may suspend your access or remove Your Data immediately without notice. We have no liability to you for removing or deleting Your Data from or suspending your access to any Services as described in this Section. We may also suspend your access to the Services if you are in breach of any payment obligations to us. You will remain responsible for all fees and charges you incur during any period of suspension, and will not be entitled to any service credits for such period.
2. Service Suspension for Maintenance / Interruption
   Somhako may suspend the provision of the Services if any of the following conditions is applicable or in the opinion of Somhako such conditions may apply, in which case we will not be liable for damages suffered by the Your Company as a result of such suspension.

   When it is necessary to maintain, inspect, repair, or update data on Somhako servers, software, or other telecommunications equipment;

   When there are unavoidable circumstances such as a breakdown of facilities;

   When a natural disaster or other emergency has occurred or is likely to occur and it is necessary to give priority to emergency communications for the public interest in accordance with the provisions of Article 8 of the Telecommunications Business Act;

   When a telecommunications carrier, etc. interrupts its telecommunications services; or

   When Somhako finds that the act of the utilizing enterprise interferes with the telecommunications facilities of Somhako or is likely to do so, and as a result, interferes with the performance of Somhako’s business.

   If Somhako suspends the Services, you shall be notified of such suspension, along with the reason and duration thereof. This does not apply to periodic maintenance, temporary server downtime, or other emergency situations.

1. Use
   Each Party agrees to: (a) use the Confidential Information of the other Party only for the purposes described and as permitted herein; and (b) restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access to exercise its rights and perform its obligations hereunder and who have been advised of and have agreed in writing or are otherwise bound to treat such information as confidential.
2. Exceptions
   The foregoing provision will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing party.
3. Permitted Disclosures
   Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order will, if legally permissible, first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (b) to establish a Party’s rights under these Terms, including to make such court filings as it may be required to do.