Terms Of Use

• A) These terms of Use for [ATS service by Reeracoen] (“Services”) (“Terms of Use”) shall apply to all users of [ATS service by Reeracoen] (“Users”) provided and operated by Reeracoen Tech Co., Ltd.(“Company”). Users shall use the Services upon agreeing to these Terms of Use (Company and User are referred to collectively as “Parties” and individually as a “Party”).

• B) These Terms of Use stipulate terms and conditions for using the Services. All Users must use the Services in accordance with the conditions as stipulated in these Terms of Use.

• C) By agreeing to these Terms of Use, User will have entered into the Agreement (as defined in Article 2 of these Terms of Use) with the Company.

For the purposes of this Agreement, the following terms have the following meanings:

• A) “Affiliate” shall mean, with respect to any Person, any other Person that is directly or indirectly Controlling, Controlled by or under common Control (as defined in clause 1(G)) with such Person (as defined in clause 1(M)).

• B) “Agreement” shall mean services agreements to be concluded between Company and Users under the terms and conditions as stipulated in these Terms of Use.

• C) “Candidate” shall mean person(s) Users registered for Services to recruit.

• D) “Candidate Data” shall mean information provided by the candidate to Company including but not limited to the name, address and education and work history.

• E) “Company Materials” shall have the meaning set forth in clause 7(A).

• F) “Confidential Information” shall mean, whether or not in material form, the existence of the terms of this Agreement, all information already disclosed or to be disclosed or made available by or on behalf of either Party (a “Disclosing Party”) to the other Party (a “Receiving Party”) or its Representatives, that part of all notes or records prepared by the Disclosing Party or the Receiving Party based on, or incorporating the Confidential Information and all copies of any Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information that:

  1. is or becomes generally available to the public, other than as a result of disclosure by or on behalf of the Receiving Party or any of its Representatives in breach of this Agreement; or
  2. is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, so long as that source is not bound by a legal, contractual, or fiduciary obligation of confidentiality to the Disclosing Party.

• G) “Control” and its derivative terms, shall mean the possession of the power, directly or indirectly to direct or cause the direction of the management and affairs of a Person.

• H) “Data Privacy Laws” shall mean all applicable laws governing the handling of Personal Information, including but not limited to Personal Data Protection Act B.E. 2562 (2019) of Thailand and any regulations promulgated thereunder, in each case, as amended from time to time.

• I) “Disclosing Party” shall have the meaning set forth in Section 1(F).

• J) “Effective Date” shall mean the date User completed the registration process in Section 3.

• K) “Host” shall mean the computer equipment on which the Software is installed, which is owned and operated by Company or its subcontractors.

• L) “Intellectual Property Rights” means all intellectual and industrial property rights throughout the world, both present and future, including rights in respect of or in connection with any confidential information, trade secrets, copyright (including future copyright and rights in the nature of or analogous to copyright), moral rights, inventions (including patents and patentable inventions), trademarks, service marks, designs, formulae, know-how, business or company name, indication or source of appellation or origin or other proprietary right, or right of registration of such right.

• M) “Job Seeker” shall mean person(s) whose information is registered as Job Seeker in the data of Services and shared by Company with Users.

• N) “Person” shall mean any natural person, business, corporation, company, association, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, business enterprise, trust, governmental authority, or other legal entity.

• O) “Personal Information” shall mean any information that, alone or in combination with other information, allows the identification of a natural person or can be used to contact a natural person.

• P) “Receiving party” shall have the meaning set forth in Section 1(F).

• Q) “Representatives” shall mean, with respect to any Person, the Affiliates of such Person and any of its and their respective directors, officers, managing members, general partners, personnel, attorneys, accountants, investment bankers, financial advisors, consultants, and other advisors.

• R) “Services” shall mean the specific internet-accessible service(s) called as [ATS service by Reeracoen] that provides use of Company’s Software made available to User by Company over a network.

• S) “Software” shall mean the object code version of any software to which User is provided access as part of the Services, including any updates or new versions.

• T) “Term” shall have the meaning set forth in Section 6.

• U) “User(s)” means a person or all persons registered with the Services.

• V) “User Data” shall mean information provided, created, processed, uploaded, submitted, stored, sent, and received by User in connection with User’s use of the Services.

• A) A person who intends to become a User must agree to the contents of these Terms of Use and complete the registration process based on the procedures required by Company.

• B) If there is any change to the information registered by Users in accordance with clause 3(A), Users must immediately change the registered information.

• C) Company may refuse registration made by Users at its sole discretion.

• D) Users are prohibited from permitting any third party to use their accounts on the Services, transfer, assign or pledge such accounts as collateral to any third party.

• A) Users shall use the Services to:

  1. collect, store and organize Candidate Data;
  2. register and organize job opportunities at User;
  3. create and manage selection process of Candidates; and,
  4. access to the Job Seeker information and send messages or emails to the Job Seeker to recruit.

• B) Users shall acknowledge that Company may check User Data including but not limited to data or information stipulated in clause 4(A) i, ii and iii and the Company shall make use of the User Data to provide reasonable help, guidance and suggestion of other services to Users.

• C) Prior to providing Candidate Data to User, Company shall obtain the consent (such consent not to be unreasonably withheld) from the Candidate that Company may collect, use, disclose, access, correct and/or transfer to User particular Candidate Data to implement Services. Company shall also obtain prior consent (such consent not to be unreasonably withheld) from such Candidate to disclose such Candidate Data to Users when entering the Agreement and Company shall use such information for the sole purpose of business engagement and transaction under the terms and conditions of the Agreement.

• D) User will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the Services solely for User’s internal business operations, subject to the terms of this Agreement.

• E) User acknowledges that Services are provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Company’s ability to provide the Services or other technology, including any features or functionality first developed for User, to other parties.

• F) Company may suspend or change the Services without notifying Users of such suspension or change for any reason, including due to maintenance.

• G) User acknowledges that this Agreement is a services agreement and Company will not be delivering copies of the Software to User as part of the Services.

• A)Prohibited Use.User shall not, and shall not permit anyone to (i) copy or republish the Services or Software, (ii) make the Services available to any person other than authorized users, (iii) use or access the Services to provide computer hosting services to third parties, (iv) modify or create derivative works based upon the Services, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the Services, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the Services, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the Services in order to build a similar product or competitive product.

• B)Assistance.User shall provide commercially reasonable information and assistance to Company to enable Company to deliver the Services. User acknowledges that User’s ability to deliver the Services in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance.

• C)Compliance with Laws.User shall comply with all applicable local, state, national and foreign laws, regulations, orders, or codes of practice or equivalent legislation in the jurisdiction in which it carries on business in connection with its use of the Services, including Data Privacy Laws and other laws related to international communications and the transmission of technical or personal data. User acknowledges that Company exercises no control over the content of the information transmitted by User through the Services. User shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

• D)Unauthorized Use; False Information.User shall: (i) notify Company immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to Company immediately and use reasonable efforts to stop any unauthorized use of the Services that is known or suspected by User, and (iii) not provide false identity information to gain access to or use the Services.

• E)User Input.User is solely responsible for collecting, inputting and updating all User Data stored on the Host and for ensuring (i) that the User Data does not include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party or contain anything that is obscene, defamatory, harassing, offensive or malicious, and (ii) that User has collected and handled all User Data in compliance with all applicable Data Privacy Laws.

• F)License from User.Subject to the terms and conditions of this Agreement, User shall grant to Company a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit User Data solely as necessary to provide the Services to User.

• A)Term.The term of this Agreement shall begin on the Effective Date and shall continue until User unsubscribes or terminated by either party as outlined in this clause 6.

• B)Termination.Either party may terminate this Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of written notice of such breach.

• C)Termination for cause.Company may unilaterally terminate the Agreements with Users, and unsubscribe them without making any notice, if such Users fall under any of the categories in the following items. In these cases, this Agreement shall forthwith lose its effect:

  1. if information registered by the Users contains false information;
  2. if a User or Users have been removed by the Company before;
  3. if Users do not respond to the Company’s request promptly; or
  4. if the Company deems it necessary to terminate the Agreements with Users.

• D)Termination by Company.Company may terminate this Agreement for its convenience at any time whatsoever by providing thirty (30) days prior written notice of its intent to terminate this Agreement to User.

• A)Company Materials.Subject to the limited licenses granted herein, Company shall own all rights, title and interest in connection with any Intellectual Property Rights, including the Software and other deliverables provided under this Agreement, which shall, without limitation, include all modifications, improvements, upgrades, derivative works, and feedback related thereto and intellectual property rights therein. User agrees to assign all rights, title and interest it may have in the foregoing to Company (“Company Materials”).

• B)User Data.User shall retain Intellectual Property Rights in connection its User Data. Except as expressly set forth herein, no license is granted by Company to User with respect to the Confidential Information, Company Materials or any Intellectual Property Rights whatsoever.

• A)Use and Nondisclosure of Confidential Information.The Receiving Party and its Representatives shall: (i) use Confidential Information solely as necessary to perform its obligations under this Agreement; (ii) except as otherwise permitted by this clause 8, keep all Confidential Information strictly confidential and safeguard the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure using no less than a commercially reasonable degree of care; (iii) not copy or reproduce, or permit to be copied or reproduced, in any way, any part of the Disclosing Party’s Confidential Information except as necessary to perform its obligations under this Agreement, (iv) disclose Confidential Information only to Representatives of the Receiving Party to whom disclosure is needed in order to assist the Receiving Party to perform its obligations under this Agreement, provided, however, that any such Representative is first: (1) advised of the confidential and proprietary nature of such Confidential Information, and (2) bound by confidentiality obligations in regard to such Confidential Information that are no less restrictive than the terms and conditions of this clause 8 and (v) not make use of the Confidential Information to the commercial, financial or competitive disadvantage of the Disclosing Party.

• B)Responsibility for Acts of Representatives.The Receiving Party shall be responsible for the acts and omissions of its Representatives under this clause 8 as if such acts and omissions were performed (or not performed) by the Receiving Party. If an act or omission of a Representative of the Receiving Party would, if committed by the Receiving Party, constitute a breach of this clause 8, such act or omission shall constitute a breach of this clause 8 by the Receiving Party.

• C)Personal Information Protection.The Receiving Party and its Representatives shall maintain any Personal Information contained within the Disclosing Party’s Confidential Information in accordance with applicable Data Privacy Laws.

• D)Mandatory Disclosures.In the event the Receiving Party or any of its Representatives is required by a valid legal order of any governmental, regulatory, or supervisory authority to disclose the Disclosing Party’s Confidential Information, the Receiving Party shall: (i) take all commercially reasonable steps to preserve the privileged nature and confidentiality of the Disclosing Party’s Confidential Information, including requesting that such Confidential Information not be disclosed to non-parties or the public; (ii) give the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek an appropriate protective order or other remedy; and (iii) cooperate with the Disclosing Party to obtain such protective order or other remedy. If, after providing such notice and assistance, the Receiving Party or its Representatives remain required by law to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party or its Representatives shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party’s legal counsel, the Receiving Party or its Representatives is legally required to disclose and, upon the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable authority that such Confidential Information will be afforded confidential treatment.

• E)Return or Destruction of Confidential Information.At any time upon the request of the Disclosing Party, the Receiving Party and its Representatives shall promptly, but not later than 10 business days after receipt of such notice or request, destroy or return (at the Disclosing Party’s option) all Confidential Information, and no copy or extract thereof (including electronic copies) shall be retained, except that the Receiving Party and each of its Representatives may retain Confidential Information: (i) held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; and (ii) as required by applicable law or regulation or by legal process. All such Confidential Information retained in accordance with this clause 8(F) shall continue to be subject to this clause 8.

• F)Equitable Remedies.Each Party agrees that monetary damages would not be a sufficient remedy for a breach or a threatened breach of this clause 8 and that each Party shall be entitled to specific performance and injunctive or other equitable relief, without the posting of a bond or other security, as a remedy for any such breach or threatened breach, in addition to all other remedies available at law or in equity. Such injunctive or other equitable relief shall be available without the obligation to prove any damages underlying such breach or threatened breach.

By providing personal data to Company, Users acknowledges Company’s personal data collection, usage and disclosure practices. As stipulated in clause 5(C), Users shall comply with all applicable local, state, national and foreign laws, regulations, orders, or codes of practice or equivalent legislation in the jurisdiction in which it carries on business in connection with personal data protection.

For User’s information, Privacy Policy of Company and Company’s group company are available at:

Thailand [https://www.reeracoen.co.th/en/privacy_policy]

Singapore [https://www.reeracoen.sg/en/privacy_policy]

Malaysia [https://www.reeracoen.com.my/en/privacy_policy]

Vietnam [https://www.reeracoen.com.vn/en/privacy_policy]

Taiwan [https://www.reeracoen.tw/en/privacy_policy]

• A) THE COMPANY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS OF IMPLIED, REGARDING THE CONTENTS, COMPLETENESS, ACCURACTY OR VALIDITY OF THE SERVICES. FURTHER, THE COMPANY DOES NOT GUARANTEE THAT THE SERTIVES WILL NOT BE UNINTERRUPTED, SECURE OR FREE FROM ANY OTHER FORM OF FAILURE.

• B) THE COMPANY SHALL NOT BE UNDER ANY OBLIGATION WHATSOEVER TO COMPENSATE USERS FOR ANY DAMEGES THAT THEY MAY INCUR DUE TO THEIR FAILURE TO UPDATE OR CHANGE INFORMATION REGESTERD IN CONNECTION WITH THE SERVICES.

• C) USERS ARE REQUIREID TO UTILIZE THE SERVICES WITHIN THE SCOPE PERMITTED BY ALL APPLICABLE LAWS AND REGULATIONS. THE COMPANY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH A USER’S BREACH OF LAWS OR REGULATIONS OF ANY COUNTRY, INCLUDING BUT NOT LIMITED TO SINGAPORE.

• D) THE COMPANAY SHALL NOT BE HELD RESPONSEBLE FOR ANY DAMAGES ARISING FROM THE LOSS OF USER DATA DUE TO UNFORESSEN EVENTS, INCLUDING BUT NOT LIMITED TO UNLAWFULL ACCESS BY ANY THIRD PARTY.

• A)Indemnification.User will defend, indemnify and hold harmless Company from and against any and all third party claims, actions, suits, proceedings and demands arising from or in connection with (i) User’s violation of this Agreement; and (ii) any third party claim alleging that User Data or User’s use of User Data with the Services violates the intellectual property rights of such third party, and will indemnify Company for damages awarded against Company in connection with or as a result of such claim or any amounts paid by Company under a settlement approved by User, including reasonable attorneys’ fees incurred in connection with the defense or settlement of such claim.

• B)Indemnification Procedure.Company shall (i) provide prompt notice to User concerning the existence of an indemnifiable claim; (ii) promptly provide User with all information and assistance reasonably requested; and (iii) cooperate fully with User in defending the claim. Failure to give prompt notice shall not constitute a waiver of Company’s right to indemnification.

UNDER NO CIRCUMSTANCES, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS, LOSS OF SALES OR BUSINESS, LOSS OF DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA USER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF FRONT), BUSINESS INTERRUPTION, LOSS OF GOODWILL OR COSTS OF COVER OR REPLACEMENT, INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN FORESEEN, NEITHER PARTY SHALL BE LIABLE FOR THE AFORESAID DAMAGES. THIS LIMITATION OF LIABILITY EXTENDS TO ALL CLAIMS, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

• A) Company may amend these Terms of Use in any of the following events and, for the avoidance of doubt, the amended Terms of Use shall apply to agreements after such amendments:

  1. if the amendment to these Terms of Use aligns with the general interest of Users; or
  2. if the amendment to these Terms of Use does not conflict with the purpose of the Agreements, and it is reasonable in light of the circumstances concerning the amendment such as the necessity of the amendment, the appropriateness of the details of the amended conditions, and the details of such provisions.

• B) If Company intends to amend these Terms of Use, Company will specify the effective date of such amendment, and notify the Users of its intention to amend these Terms of Use, the details of the amended terms of these Terms of Use, and the date of such amendment, by a method designated by Company in no later than two (2) weeks before such amendment.

• C) Notwithstanding clauses 13(A) and 13(B), Users will be deemed to have agreed to such amendment if the User uses the Services or do not terminate the Agreement within certain period specified by Company after receiving such notification of the amendments pursuant to clause 13(B) from Company.

• A)Notices.All notices must be in writing and addressed to the other Party’s primary point of contact. The email address for notices being sent to management@reeracoen.tech. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

• B)Entire Agreement.This Agreement constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter of this Agreement.

• C)Assignment and Novation.Neither Party may assign, in whole or in part, or novate its rights and obligation under this agreement without the express prior written consent of the other Party, which shall not be unreasonably withheld.

• D)Force Majeure.Neither Party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control including, without limitation, Acts of God, strikes or other labor disputes, war, riot, earthquake, tornado, hurricane, fire, civil disorder, explosion, accident, flood, epidemic or pandemic, sabotage, labor conditions, governmental actions, breakage or failure of machinery or apparatus, interruptions or failure of the internet or any utility service, failures in third-party hosting services, supplier strike, lockout or injunction.

• E)Inurement.This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

• F)Exclusion of Third-Party Rights.A person who is not a party to this Agreement shall have no right under theContracts (Rights of Third Parties) Act 2001of Singapore to enforce any terms of this Agreement.

• G)No Waiver.No failure or delay by either Party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, and no single or partial exercise of any such right, power or privilege will preclude any other or future exercise thereof or the exercise of any other right, power or privilege under this Agreement. No provision of this Agreement can be waived except by means of a written instrument that is validly executed on behalf of both of the Parties and that refers specifically to the particular provision or provisions being waived.

• H)Severability.If a provision of this Agreement is held invalid under any applicable law, such invalidity will not affect any other provision of this Agreement that can be given effect without the invalid provision. Further, all terms and conditions of this Agreement will be deemed enforceable to the fullest extent permissible under applicable law, and, when necessary, the court is requested to reform any and all terms or conditions to give them such effect.

• I)Export Regulations.Export laws and regulations of relevant local export laws and regulations apply to the Services. User agrees that such export control laws govern its use of the Services (including technical data) and any services deliverables provided under this Agreement, and User agrees to comply with all such export laws and regulations. User agrees that no data, information, software programs and/or materials resulting from the Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.

• J)Headings.The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement.

• K)Governing Law.The Parties agree that this Agreement will be governed by and construed pursuant to the exclusive jurisdiction of the laws of Singapore.

• L)Dispute Resolution.Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be in Singapore. The tribunal shall consist of one arbitrator and the language of the arbitration shall be English.

• M)Relationship of the Parties.The relationship between the Parties is that of independent contractors and nothing contained within this Agreement shall be deemed to create a relationship of employment, trust, agency, partnership or joint venture between the Parties. Neither Party shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party.

• N)Language.This Agreement is drafted in the English language. If this Agreement is translated into any other language other than English, and in the event of any discrepancy between the two languages, the Agreement in English shall prevail.

• O)Singular to Include Plural (and vice Versa).Words importing the singular number only shall include the plural and vice versa.

• P) Right Cumulative. Unless expressly stated otherwise in this Agreement, the rights and remedies under any indemnity or otherwise provided under this Agreement are cumulative and not exclusive of any rights or remedies provided by law or any other right or remedy.

• Q) Subcontracting. The Company may subcontract the performance of all or any part of its obligations under this Agreement.

• R) Survival. Termination or expiry of this Agreement will not affect clauses 7, 8, 9, 11 and 12 or any other provisions of this Agreement which is expressly or by implication intended to come into force or continue on or after termination of expiry.