Hiroo Terms of Service

These Terms and Conditions (“Terms”) govern a customer’s acquisition and use of Hiroo (“Hiroo”, “we”, “us”, “our”) software and/or services.

By mutually executing an Order Form with Hiroo that references these Terms of Service or by using the Hiroo website, a customer agrees to these Terms of Service and the applicable Order Form (together, the “Agreement”). Customer’s represent that the individual executing the Order Form is entering into this Agreement on behalf of the entity identified on the Order Form (“Customer”) and that the individual executing the Order Form has authority to bind the Customer to this Agreement.

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

1. Access Grant

   1.1 Provision of Access. Subject to all the terms and conditions of this Agreement, Hiroo will provide Customer 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 to the Customer in connection with the provision of software services during the Service Term identified in the Order Form.

   1.2 Customer Use of the Services. Customer 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 its own benefit; 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,. Customer will cooperate with Hiroo in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Hiroo may reasonably request. Customer will also cooperate with Hiroo in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services. Customer will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). Customer may change the individual designated as Primary Contact at any time by providing written notice to Lever

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

   1.4 Future Functionality. Customer agrees that Customer’s subscription to the Service 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, Customer may in Customer’s sole discretion provide Hiroo access to Customer 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 Customer and only to the extent that Customer determines such access is required.

   2.1.2 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.

   2.2 Customer Responsibilities. 

   2.2.1 Customer will be responsible for its and its Affiliates and personnel’s compliance with this Agreement, 

   2.2.2 Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Software, and notify Hiroo immediately of any such unauthorized access and/or use of which Customer becomes aware, and 

   2.2.3 Customer will use the Software only in accordance with this Agreement and all applicable laws and government regulations. 

   2.2.4 Customer will be responsible for any and all Customer Content posted to Customer's SaaS and activity that occurs through or under Customer's SaaS.

   2.2.5 Customer'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. Customer understands and agrees that Customer is 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. 

   2.3 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 Customer’s right to use the Services or to access the Site. One person or legal entity may not maintain more than one free Company Account. Customer 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 Company Accounts may fall under a single Subscription. Hiroo is not liable for any loss or damage resulting from Customer’s  failure to comply with the obligations set out in this article, including the loss of control over a Company Account.

3. Third Party Service Providers

   CUSTOMER 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 SITE AND 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. Customer will pay Hiroo all fees set forth on any applicable Order Form (collectively, the “Fees”) within thirty (30) days of Customer's receipt of an invoice, unless otherwise set forth in such Order Form. Customer's payment obligations are non-cancelable and non-refundable.

   4.2. Payment Terms. For all Fees, Customer will provide Hiroo with a valid check, money order, ACH, wire, credit card, debit card or alternative method of payment reasonably acceptable to Hiroo. Customer 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 Licensee 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 Hiroo Services, and require full payment before Hiroo resumes performance.

   4.4 Taxes. Customers 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 Customer’s use of the Services, then such taxes will be billed to and paid by Customer. ​

5. Limitation of Liability

   Customer 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 CUSTOMER AND/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 CUSTOMER UNDER THE AGREEMENT 

   IMMEDIATELY PRIOR TO THE FIRST OCCURRENCE GIVING RISE TO CUSTOMER'S CLAIM(S) AGAINST Hiroo ('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 as set out in this article 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 article 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 article 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 Content that is disclosed to Hiroo exclusively through the SaaS, if the SaaS, as it was designed and intended, prevents the disclosure of such Customer Content 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 on a public website as part of the Services (hereinafter: 'Careers Site'). Customer will use the SaaS in line with best security practices. Such practices include maintaining the confidentiality of any login or access credentials.

7. Privacy

   Customer and End-User will regularly check Hiroo’s privacy policy, which governs the use of personal data on the Site and in connection with the Service, and to which Customer and End-User to be bound as a condition of these Terms and use of the Site and Services. Changes regarding privacy will be communicated to End-Users through Hiroo’s privacy policy.

8. Term and Termination

   8.1 General

   Customer can terminate the Services at any time at its convenience with immediate effect by notifying Hiroo. In case of such a termination (without prejudice to other terminations such as for breach): Customer 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). Hiroo, in its sole discretion, has the right to at any time and without prior notice suspend or terminate Customer's Services and refuse any and all current or future use of the Services in case of a breach of the 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 may download or request Customer Content held by Hiroo as part of the terminated Services through the API of the SaaS within 30 (thirty) calendar days after termination. However, in case of termination of the Services by Hiroo due to Customer's breach of the Terms, Customer's access to Customer Content is forfeited. Hiroo may delete all Customer Content 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: [email protected]