Terms of Service

Article 1 (Application)

1. These Terms of Service (the “Terms”) apply to all matters relating to the use of the AI talent-identification platform “Headhunt.AI” (the “Service”) operated by ExecutiveSearch.AI K.K. (the “Company”).

2. A User is deemed to have agreed to these Terms upon commencing use of the Service.

3. Any individual terms, guidelines, or policies (including the Privacy Policy) that the Company separately establishes in connection with the Service form part of these Terms. In the event of a conflict between these Terms and any individual terms, the individual terms prevail.

4. In the event of a conflict between these Terms and any individual service agreement (the “Individual Agreement”) entered into between the Company and a User, the Individual Agreement prevails.

Article 2 (Definitions)

(1) “User” means a corporation or sole proprietor that has agreed to these Terms and entered into a contract with the Company concerning use of the Service.

(2) “Candidate” means an individual identified by information contained in the database made available to Users through the Service.

(3) “Candidate Information” means information regarding Candidates contained in the database of the Service.

(4) “Search Result” means a set of Candidate Information returned by the Service in response to a search executed by a User.

(5) “Credit” means the unit of usage of the Service. One Credit entitles the User to receive one Search Result (including a Candidate profile, an ESAI Score, and scout email content). Credits are valid for twelve (12) months from the date of issuance and expire after that period.

(6) “Match” means a Candidate that the ESAI Score algorithm determines to be at or above the prescribed score threshold. Only Matches are returned as Search Results, and Credits are consumed only for Matches.

(7) “ESAI Score” means the numerical score calculated by the Service using AI technology to measure the fit of a Candidate against the job requirements.

(8) “ATS-Integration Data” means data that a User entrusts to the Company for processing through the Service’s ATS-integration feature.

(9) “Intellectual Property Rights” means patent rights, utility model rights, design rights, trademark rights, copyrights, and other rights relating to intellectual property (including rights to obtain such rights and to apply for registration thereof).

Article 3 (Account Management)

1. A prospective User shall apply to register an account to use the Service via the method designated by the Company. Registration information must be true and accurate.

2. The Company will determine, in accordance with its own criteria, whether to approve registration of an applicant under Paragraph 1 (the “Applicant”). If the Company approves registration, the Company will notify the Applicant. Upon completion of registration, a service agreement is formed between the User and the Company, and the User may use the Service in accordance with these Terms and any Individual Agreement.

3. The Company may refuse registration or re-registration if the Applicant falls under any of the following, and is not obliged to disclose its reasons:

(1) Where there is any falsity, error, or omission in any part of the registered information provided to the Company

(2) Where the Applicant is a minor, an adult ward, a person under curatorship, or a person under assistance, and has not obtained the consent or comparable approval of a legal representative, guardian, curator, or assistant

(3) Where the Company determines that the Applicant is in breach of the representations and warranties in Article 10, Paragraph 1

(4) Where the Company determines that the Applicant is, or is related to, a person that previously breached a contract with the Company

(5) Where the Applicant has been subject to the measures set forth in Article 12

(6) Other cases where the Company determines that registration is not appropriate

4. Users are solely responsible for the management of their accounts. If the unauthorized use of an account causes damage to the Company or any third party, the User is responsible for such damage.

5. If there is a change in account information, the User shall promptly notify the Company.

6. Accounts belong to the User and may not be transferred, lent, sold, pledged as security, or otherwise disposed of to any third party.

Article 4 (Prohibited Acts)

Users shall not engage in any of the following acts in using the Service:

(1) Using Candidate Information obtained through the Service for any purpose other than the User’s own recruiting activities, the User’s own lawful HR-related business (limited to businesses for which the User holds the required licenses or permits, such as paid employment placement or worker dispatch), or the User’s own legitimate sales and marketing activities (such as identifying and targeting decision-makers)

(2) Selling, reselling, sublicensing, distributing, disclosing, transferring, lending, or otherwise providing all or part of Candidate Information to any third party

(3) Using Candidate Information to build a database, list, directory, or other compilation of information for provision to any third party

(4) Scraping, crawling, automated data collection, or other unauthorized access to the Service’s database or systems

(5) Reverse engineering, decompiling, disassembling, or otherwise analyzing the Service’s source code, algorithms, data structures, or similar elements

(6) Reproducing, modifying, adapting, or creating derivative works of the Service or its components

(7) Attempting to infer or reproduce the ESAI Score algorithm, calculation methodology, weighting parameters, or other technical details

(8) Using Candidate Information for discriminatory, illegal, anti-social, or otherwise candidate-adverse purposes

(9) Acts that impose, or risk imposing, an excessive load on the Service’s infrastructure

(10) Attempting to obtain unauthorized access to another User’s account, data, or security

(11) Using the Service to harass, stalk, threaten, or otherwise cause a nuisance to Candidates

(12) Acts that violate laws, regulations, industry guidelines, or public order and morals

(13) Using the Company’s brand, trademarks, or service names without the Company’s prior written consent

(14) Using another User’s ID or password

(15) Infringing the Intellectual Property Rights, image rights, privacy rights, honor, or other rights or interests of the Company, any Candidate, or any third party

(16) Other acts that the Company reasonably determines to be inappropriate

Article 5 (Intellectual Property Rights)

1. All Intellectual Property Rights relating to the Service belong to the Company or to its licensors. The license to use the Service granted under these Terms does not constitute a transfer of any Intellectual Property Rights to the User.

2. The User has, only during the term of the service agreement and subject to these Terms, a non-exclusive, non-transferable, non-sublicensable, and revocable right to use the Service.

3. The ESAI Score algorithm, scoring models, prompt designs, data-processing pipelines, and other technologies are trade secrets and intellectual property of the Company. Even if the User comes to know any of the foregoing, the User shall treat such information as confidential.

4. Intellectual Property Rights in data input by the User into the Service, including job information and screening guidance, belong to the User. However, the Company has the right to use such data, after processing it into a form that does not identify any individual, for statistical analysis to the extent necessary to improve the quality of the Service.

Article 6 (No Warranties)

1. The Company makes no warranty with respect to the Service or Candidate Information, including with respect to the following:

(a) The accuracy, completeness, currency, reliability, or usefulness of Candidate Information

(b) The accuracy of the ESAI Score or its suitability for any particular purpose

(c) The accuracy or appropriateness of AI-generated content (scout email content, fit analyses, and similar outputs)

(d) That any Candidate will be willing to apply to a particular position, or will be hired

(e) That the Service will operate without interruption, suspension, error, or security breach

(f) The accuracy of inferred information (age, compensation, language proficiency, and the like)

2. The Service is provided “as is.” The Company disclaims all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

3. The User shall use outputs of the Service as reference information; all hiring and other operational decisions are made on the User’s own responsibility.

Article 7 (Limitation of Liability)

1. Except in cases of the Company’s willful misconduct or gross negligence, the Company is not liable for any damages incurred by the User arising from the use or inability to use the Service.

2. Even where the Company is liable, the Company’s aggregate liability for damages is capped at the total service fees paid by the relevant User to the Company in the twelve (12) months preceding the month in which the cause of damages arose.

3. The Company is not liable for the following damages, regardless of foreseeability:

(a) Lost profits, lost revenue, or lost opportunity

(b) Indirect, special, incidental, consequential, or punitive damages

(c) Damages arising from loss or damage of data

(d) Damages arising from the inaccuracy or incompleteness of Candidate Information

(e) Damages arising from the use of AI-generated content

(f) Damages based on third-party claims

4. The preceding paragraphs do not apply to damages caused by the Company’s willful misconduct or gross negligence, or to damages for which limitation is not permitted under mandatory law.

Article 8 (Indemnification)

1. The User shall indemnify the Company against all damages (including reasonable attorneys’ fees) incurred by the Company arising from any of the following:

(a) Breach of these Terms by the User

(b) Violation of law by the User

(c) Third-party claims arising from the User’s use of Candidate Information

(d) Claims arising from the content of ATS-Integration Data or from the User’s acquisition or handling thereof

(e) Security incidents caused by the User’s willful misconduct or negligence

2. Upon becoming aware of a claim covered by the preceding paragraph, the Company will promptly notify the User. If the Company so requests, the User shall handle the claim at its own responsibility and expense. If the Company incurs damages as a result of such a claim, the User shall compensate the Company therefor.

Article 9 (Confidentiality)

1. The User shall not disclose or leak to any third party, without the Company’s prior written consent, any technical information, business information, algorithmic details, pricing information, or other confidential information of the Company obtained through use of the Service.

2. The obligations in the preceding paragraph do not apply to information that:

(a) Was publicly known at the time of disclosure

(b) Became publicly known through no fault attributable to the User

(c) The User obtained from a third party with proper authority without any obligation of confidentiality

(d) The User independently developed

3. Notwithstanding Paragraph 1, where the User is required to disclose confidential information covered by Paragraph 1 by law or by the rules of a financial-instruments exchange, the User may disclose such information to the minimum extent necessary to fulfill that obligation, while indicating that the information is to be kept confidential. The User shall, in such disclosure, request the recipient to treat the information as confidential and shall, to the extent possible, give prior notice to the Company (or, if prior notice is not feasible for unavoidable reasons, notice promptly following disclosure).

4. The confidentiality obligations under this Article survive termination of the service agreement for three (3) years. However, with respect to information constituting a trade secret, the obligations continue indefinitely.

Article 10 (Exclusion of Anti-Social Forces)

1. The User (including any Applicant) represents and warrants that, now and in the future, neither the User nor any of its officers or any person who substantially controls its management constitutes, or has any socially censurable interaction or involvement with, any organized crime group, member or quasi-member of an organized crime group, organized-crime-affiliated enterprise, racketeer, person purporting to be engaged in social activism, special-intelligence violent group, or any other party comparable thereto (collectively, “Anti-Social Forces”), including without limitation through the provision of funds or other means by which the User cooperates with or participates in the maintenance, operation, or management of Anti-Social Forces.

2. If the User breaches the preceding paragraph, the Company may immediately suspend the User’s use of the Service and terminate the service agreement, without any notice or demand. In such case, the User shall have no claim for damages against the Company.

Article 11 (Modification, Suspension, and Termination of the Service)

1. The Company may modify the content of the Service or temporarily suspend the provision of the Service without prior notice to Users. However, the Company will endeavor to provide a reasonable advance-notice period for changes that have a material effect on Users.

2. The Company may suspend the provision of the Service in any of the following cases:

(a) Where the Company performs maintenance or updates on the system

(b) Where natural disasters, power failures, communications failures, or other force majeure events occur

(c) Where urgent security action is required

(d) Other cases where the Company reasonably determines that suspension is necessary

3. The Company may discontinue all or part of the Service upon thirty (30) days’ prior notice to Users.

4. The Company has no liability to Users for damages arising from any modification, suspension, or termination under this Article.

Article 12 (Suspension of Use and Termination of the Agreement)

1. The Company may, without prior notice, suspend the User’s use of the Service or terminate the service agreement if the User falls under any of the following:

(a) Where the User breaches these Terms

(b) Where there is any falsity in the information provided to the Company

(c) Where the User fails to pay service fees by the due date

(d) Where a petition is filed for the commencement of bankruptcy, civil rehabilitation, corporate reorganization, or other formal insolvency proceedings

(e) Where a draft or check of the User is dishonored

(f) Where the User is subject to seizure, provisional seizure, provisional disposition, an auction petition, or a tax-delinquency disposition

(g) Where the Company determines that the User is in breach of the representations and warranties in Article 10, Paragraph 1

(h) Other cases where the Company reasonably determines that continuation of the contract with the User is difficult

2. In the case of suspension or termination under the preceding paragraph, the User shall have no claim for damages against the Company, and service fees already paid will not be refunded. However, the Company may, where it reasonably determines so to do, refund unused Credits.

Article 13 (Change in Match Definition)

1. The Company reserves the right to change, within a reasonable scope, the score threshold and other criteria that constitute a Match, for purposes of improving the ESAI Score algorithm and otherwise enhancing service quality.

2. Material changes to the Match definition will be notified to Users at least thirty (30) days in advance of the change.

3. A User that does not consent to a notified change in the Match definition may terminate the service agreement in accordance with Article 18.

Article 14 (ATS-Integration Data)

1. When a User uses the ATS-integration feature, the User entrusts the Company with the processing of its data, and the Company handles such data in the position of a consignee.

2. The User represents and warrants that it has lawful authority to acquire and hold the personal information contained in the ATS-Integration Data, and that it has obtained the consent of the individuals identified by such personal information to the Company’s processing of that data as entrusted and to its being matched against personal information contained in the Service’s database.

3. The Company makes no warranty as to the accuracy, completeness, lawfulness, or non-infringement of third-party rights of ATS-Integration Data, and assumes no liability with respect thereto.

4. If the Company incurs damages arising from ATS-Integration Data (including damages arising from third-party claims), the User shall compensate the Company for such damages.

5. The Company stores ATS-Integration Data in a manner that is fully segregated by User, and does not commingle it with the data of other Users.

Article 15 (Restrictions on Use and Return of Data)

1. The User may use Candidate Information obtained through the Service only during the term of the service agreement. Upon termination of the service agreement, the User shall promptly delete any Candidate Information in its possession.

2. The User shall not use Candidate Information to build a database product or service that competes with the Service. The User may retain Candidate Information to the extent of its own business recordkeeping obligations (including recordkeeping obligations in connection with paid employment-placement business); however, the User shall not provide such retained data to any third party or use it beyond the purposes of use of the Service.

3. The User shall not, even after anonymizing or pseudonymizing Candidate Information, provide it to any third party, make it public, or use it for any purpose that violates these Terms.

Article 16 (Service Fees)

1. The User shall pay the Company, as consideration for use of the Service, the service fees set forth in the Individual Agreement, via the payment method designated by the Company.

2. If the User is in arrears on payment of service fees, the User shall pay the Company late-payment damages at the rate of 14.6% per annum.

Article 17 (Modification of these Terms)

1. The Company may modify these Terms without obtaining individual consent from Users in any of the following cases:

(a) Where the change conforms to the general interests of Users

(b) Where the change is not contrary to the purpose of the contract and is reasonable in light of the necessity for the change, the appropriateness of the content of the change, and other circumstances

2. When modifying these Terms, the Company will notify Users of the content of the change at least thirty (30) days before the effective date of the modified Terms, by posting on the Company’s website or within the Service.

3. If, after such notice, the User continues to use the Service, the User is deemed to have agreed to the modified Terms.

Article 18 (Termination by the User)

1. The User may terminate the service agreement using the method designated by the Company.

2. Termination of subscription agreements is governed by the relevant Individual Agreement.

3. Any unused Credits remaining at the time of termination expire and will not be refunded; provided, however, that this does not apply where an Individual Agreement provides otherwise.

Article 19 (Force Majeure)

The Company is not liable where the performance of any of its obligations under these Terms (other than monetary obligations) is delayed or rendered impossible, in whole or in part, due to any event of force majeure, including natural disasters, war, terrorism, riots, the enactment or repeal of laws, governmental acts, infectious diseases, pandemics, power failures, communications failures, cyberattacks, failures of third-party service providers, or other similar events.

Article 20 (Governing Law and Jurisdiction)

1. The interpretation and application of these Terms are governed by the laws of Japan.

2. The Tokyo District Court has exclusive jurisdiction, as the court of first instance, over all disputes relating to these Terms.

Article 21 (Severability)

If any provision of these Terms is held by a court to be invalid, illegal, or unenforceable, that provision will be construed to the maximum extent valid and enforceable, and the validity of the remaining provisions will not be affected.

Article 22 (Entire Agreement)

These Terms (including any Individual Agreement, the Privacy Policy, and other ancillary documents) constitute the entire agreement between the Company and the User concerning use of the Service and supersede any prior agreement, representation, or understanding concerning the Service.

Article 23 (Language)

The Japanese version of these Terms is the official text. If the Company makes available English or other translations in the future, those are reference translations only; in the event of any inconsistency between the Japanese version and any translation, the Japanese version prevails.

Supplementary Provisions

These Terms take effect on May 12, 2026.

Contact

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