Hikari: Terms of Usage

1. Rights of use

1.1. Our Service is a software tool designed to assist recruiters and hiring professionals by providing an additional layer of analysis and insight on publicly available information from professional networking profiles. The Service uses proprietary technology to offer a suitability ranking and other insights based on the data you instruct it to review.

1.2. You acknowledge that the Service is an independent tool and is not affiliated with, endorsed by, or sponsored by LinkedIn or any other third-party platform.

2. User Accounts & Subscriptions

• 2.1. Account Creation: You must create an account to access the Service, providing accurate and complete information, including your name and a valid email address.
• 2.2. Free Trial: We may offer a free trial of the Service for a limited period (e.g. 5 days). After the trial period, you must purchase a subscription to continue using the Service.
• 2.3. Subscriptions: The Service is provided on an annual subscription basis, paid in full upfront. Your subscription will automatically renew each year unless you cancel it prior to the renewal date. All payments are processed via our third-party payment processor, Stripe. We will automatically charge your payment method on the annual renewal date of your subscription unless you have cancelled your subscription. We may suspend your access to our Service until payment is received.
• 2.4. Fees: We may change our prices from time to time. If we increase our subscription prices, we will give you at least 30 days’ notice and any price increase will take effect on your next renewal date, so that you can cancel if you do not agree to the price increase. All fees shall be payable in the currency specified by us, are non-refundable except as stated in our Refund Policy, and are stated exclusive of VAT (if applicable) and any other taxes, duties, or assessments that may be owed by you for use of the Service.
• 2.5. Your Responsibility: You are responsible for all activity that occurs under your account and for keeping your password secure. Your account is personal to you and you agree not to provide any person with access to our Service using your account or password. You must notify us immediately of any unauthorised access to or use of your account or any other breach of security. If we have reason to believe there has been a breach of security, unauthorised sharing of your account, or misuse of our Service through your account, we may suspend or terminate your account or require you to change your password.

3. Licence Grant

3.1. Subject to your compliance with these Terms, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Service for your internal business purposes as a recruitment and candidate analysis tool.

3.2. These Terms do not entitle to you to any right or title in the Service (or any part thereof) other than the limited right of use explicitly granted herein.

4. Acceptable Use Policy

4.1. Your use of the Service is conditional on your adherence to the following rules. You agree not to, and not to assist any third party to:

• 4.1.1. use the Service for any purpose that is illegal, infringes the rights of any third party, or is prohibited by these Terms;
• 4.1.2. violate the terms of service, user agreement, or community policies of any third-party platform, including, without limitation, LinkedIn;
• 4.1.3. engage in any form of unauthorised data scraping, data mining, or data exporting from any platform using the Service;
• 4.1.4. use the Service to automate messages, connection requests, or any other form of communication on third-party platforms;
• 4.1.5. resell, lease, or sublicense the Service or the data derived from it;
• 4.1.6. attempt to reverse-engineer, decompile, or otherwise discover the source code of the Service or access or use the Service to create a competing product or service; or
• 4.1.7. use the Service in any manner that could damage, disable, overburden, or impair our servers or networks.

4.2. Any breach of this Acceptable Use Policy may result, in our sole and absolute discretion, in the immediate suspension or termination of your account and licence without a refund.

5. Availability of, use of and changes to the Service

5.1. The Service requires use of a web enabled device (mobile phone, laptop, tablet, other). You acknowledge that the Service does not include any services, systems or equipment required to access the internet (and that you are solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by you in connection with use of the Service).

5.2. While we try to make sure that the Service is available for your use at all times, we do not promise that it will be or that your use of the Service will be uninterrupted, for example there may be times where the Service is temporarily unavailable when we need to perform maintenance or updates.

5.3. The Service is a tool for informational purposes and its output does not constitute professional advice. You must always use your own independent judgment when using our Service and must evaluate and verify all output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing the output. Any use, or reliance on, the output of our Service is at your own risk and we accept no liability for decisions made, or actions taken or not taken, based on it.

5.4. We may from time to time at our sole discretion develop and update the Service, including modifying its features and functionality. Any such updates will be deemed part of the Service and subject to these Terms. We will not be liable to you or any third party for any modification, suspension or discontinuance of any part of the Service.

6. Data Processing & Privacy

6.1. Your privacy is important to us. Our Privacy Policy, details how we collect, use, and protect your personal data. By using the Service, you agree to the terms of our Privacy Policy

6.2. You are the 'Data Controller' for any personal data on third-party profiles that you instruct our Service to analyse. We act as your 'Data Processor' for this data. By using our Service, you agree to the terms of our Data Protection Agreement (DPA), which is incorporated by reference into these Terms.

7. Third-Party Platforms (LinkedIn)

7.1. You acknowledge and agree that:

• 7.1.1. the Service's ability to function is dependent on the continued accessibility of public information on third-party platforms like LinkedIn;
• 7.1.2. we have no control over, and assume no responsibility for the content, privacy policies, or practices of any third-party platforms, including any third party information relating to candidates such as their stated qualifications, professional background, skills, experience or otherwise;
• 7.1.3. these platforms may change their services, APIs, or terms of service at any time, which may render our Service incompatible or non-functional. We are not liable for any loss of service due to such changes; and
• 7.1.4. your use of third-party platforms is governed by their respective terms and policies. It is your sole responsibility to ensure your use of our Service in conjunction with those platforms is compliant.

8. Intellectual Property Rights

8.1. All rights, title, and interest in and to the Service, including all underlying software, technology, and content (excluding any data from third-party platforms) and all associated intellectual property rights, are and will remain our exclusive property.

8.2. To the extent that you or any person acting on your behalf acquires any intellectual property rights in the Service or any part thereof, you agree to assign or procure the assignment of such intellectual property rights with full title guarantee (including by way of present assignment of future intellectual property rights) to us or such third party as we may elect.

8.3. You agree that we may use any feedback and suggestions for improvement relating to the Service provided by you or on your behalf (including any requests for any new services, interfaces, features or functionality) without charge or limitation (“Feedback”). You hereby assign (or shall or procure the assignment) of all intellectual property rights in the Feedback with full title guarantee (including by way of present assignment of future intellectual property rights) to us at the time such Feedback is first provided to us. You hereby waive (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the intellectual property rights assigned to us.

9. Termination

9.1. We may terminate or suspend your access to the Service at any time, without prior notice or liability (including without any obligation to refund you any subscription fees), if you breach these Terms. Upon termination, your right to use the Service will immediately cease.

9.2. If you have a paid subscription, we may terminate the subscription at any time for any reason by giving you 30 days’ notice in writing (including email). If we exercise this right, we will refund you on a pro rata basis any fees pre-paid by you for the remaining portion of your subscription after termination.

9.3. You may cancel your subscription by contacting us via the contact details on our website. We are not responsible for refunding any amounts already paid for a subscription if you cancel before the end of your subscription period.

9.4. Termination or expiry of these Terms or your subscription shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision that is expressly or by implication intended to continue beyond termination.

10. Indemnification

10.1. You agree to defend us, indemnify us and hold us harmless, as well as our affiliates, licensors and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms or your use of the Service or your use of any information, content or output obtained through the use of the Service.

11. Disclaimers and Limitation of Liability

11.1. The extent of our liability under or in connection with these Terms (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this section.

11.2. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by law, we disclaim all warranties, whether express or implied, relating to the Service or any content or output of the Service, including without limitation warranties of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties arising from course of dealing, course of performance, or usage in trade. You assume total responsibility and risk for your use of the Service and we do not make any representation or warranty that the Service or any content or output available through the Service is accurate, complete, available, current, free defects, or that the Service will meet your requirements.

11.3. In no event shall we, our affiliates or sub-contractors, or our or their respective officers, employees, shareholders, agents or representatives, be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, arising from your use of the Service.

11.4. Our total aggregate liability to you for any and all claims arising out of or in connection with these Terms shall not exceed the total amount of fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim.

11.5. These disclaimers and limitations of liability are made to the fullest extent permitted by law. Nothing in these Terms excludes or limits our liability for any losses that the law does not allow us to exclude or limit.

12. Miscellaneous

12.1. These Terms and any document expressly incorporated therein (including our Refund Policy and DPA) constitute the entire agreement between the parties and supersede all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral. You acknowledge that you have not entered into these Terms or subscribed for our Service in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these Terms. Nothing in these Terms shall limit or exclude any liability for fraud.

12.2. We reserve the right to vary these Terms from time to time. Our updated Terms will be displayed on our website and by continuing to use and access our Service following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these Terms from time to time to verify such variations. No changes to these Terms are valid or have any effect unless agreed by us.

12.3. No one other than us or you has any right to enforce these Terms.

12.4. We are not liable to you if we fail to comply with any of these Terms because of, or for any for loss or damage caused by, any events or circumstances beyond our reasonable control, including acts of God, labour disputes, or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

12.5. Neither you or we may assign these Terms without the advance written consent of the other party, except that we may (i) assign these Terms in their entirety to any affiliated entity or (ii) assign these Terms in connection with a consolidation, merger or sale of all or substantially all of our assets.

12.6. We may use subcontractors and other third-party providers in connection with the performance of our activities under these Terms as we deem appropriate, provided that we remain responsible for the performance of any such subcontractors or third-party providers.

12.7. If any provision of these Terms is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

12.8. These Terms and any dispute or claim arising out of, or in connection with, them, their subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of England and Wales. You and we irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Terms, their subject matter or formation (including non-contractual disputes or claims).