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Homage Terms of Use

  1. Terms of Use
    1.  These terms of use (“Terms”) apply to and govern your access to and use of the online platforms (collectively, the “Platforms” and each a “Platform”) which are operated by or for or on behalf of Homage Co. Pte. Ltd. (“Homage”) for the purposes of Homage providing services to its customers. The Platforms include the website https://www.homage.co.jp and the mobile applications “Homage for Care Pros” and “Homage – Quality Home Care for Seniors” and such other online platforms as Homage may introduce from time to time. By accessing a Platform, you acknowledge that you have read and understood the Terms and agree to be bound by them in respect of the access and use of such Platform.
    2. Homage periodically reviews the Terms and reserves the right to modify the Terms at any time in its sole discretion subject to Section 12. You agree to review the Terms regularly to be aware of such modifications. Your continued access to or use of a Platform after such modifications shall be deemed to constitute your conclusive acceptance of the modified Terms in respect of the use of such Platform.
    3. Additional terms and conditions may apply to specific portions or features of a Platform, including contests, promotions or other similar features, all of which terms and conditions shall be incorporated into these Terms by reference. In addition, certain content or services provided through a Platform may be accompanied by their own licensing terms and conditions. If there is any conflict between any of the provisions of these Terms and any provision of such terms and conditions, the provisions of these Terms shall prevail.
    4. Homage shall be entitled at any time to add, change or withdraw any of the functions available or to be made available on any or all of the Platforms at its own discretion.
    5. Your access to or use of the Platforms will be subject to any other guidelines, procedures, policies and regulations which may from time to time be prescribed, introduced, varied and/or amended by Homage, including Homage’s Privacy Policy (which can be found at www.homage.co.jp/terms-of-use/#privacy-policy).
    6. By accessing any of the Platforms, you represent and warrant that:
      1. you are of legal age of majority to contract in the jurisdiction in which you reside and in any event, no less than 18 years of age; and
      2. you are legally capable and permitted to accede to the Terms.
    7. These Terms shall be void where prohibited by applicable law and you shall have no rights under the Terms in such circumstances.
  2. User Profile
    1. You must register an account (“User Profile”) on a Platform if you wish to use certain of the services available through the Platform (including to make a booking request for in-home care services from a care professional).
    2. You will need to create a username and password to register your User Profile. As part of the registration of a User Profile, Homage may require you to complete a verification process (in such manner as may be determined by Homage from time to time) to verify the information which you have provided to Homage. You agree to provide truthful, accurate and complete information when you register your User Profile (including in connection with any verification process) and you agree to maintain and update any information so provided. Any false identification, email address, telephone contact number or otherwise misleading information about your identity is strictly forbidden and Homage shall be entitled to delete your User Profile in such circumstances.
    3. By registering a User Profile, you represent that the information provided to Homage is truthful, accurate and complete and that you will ensure that the information you have provided is constantly up to date. Your information can be updated by logging in to your User Profile and making the necessary changes.
    4. Your User Profile is personal to you and is not transferable to third parties. You must only register one User Profile. Multiple accounts will be deleted. Homage reserves the right in its sole discretion to delete any User Profile it believes to be duplicative.
    5. A User Profile registered on a Platform will be available for use across all Platforms, and you shall be able to access and use any Platform and/or the services available through any Platform using your registered User Profile.
    6. You are responsible for safekeeping and maintaining the confidentiality of your username and password. You shall not disclose to any person your username or password and shall not permit or authorise any person to use your username or password for any purpose whatsoever. You agree to take reasonable measures and all due care to protect your username and password against misuse by third parties.
    7. Homage may treat any access to or use of a Platform and/or the services available through a Platform through your User Profile as access or use by you, notwithstanding that it may have been accessed or used by any other person without your knowledge or authority. You shall be personally responsible and liable for any such access and use (including all information posted on or transmitted via any or all of the Platforms by anyone using your username and password and any payments due for any services acquired through any or all the Platforms by anyone using your username and password).
    8. Should you learn that your User Profile has been used in an unauthorised manner to access or use any of the Platforms and/or the services available through any of the Platforms or effect any transaction in connection with such access or use (“Unauthorised Use”), you shall:
      1. immediately notify Homage of the Unauthorised Use;
      2. at Homage’s request, make a police report of the Unauthorised Use;
      3. provide Homage with any other information relating to the Unauthorised Use as Homage may request; and
      4. immediately change the password to your User Profile.
    9. Homage may notify you of matters related to any or all of the Platforms or the services available through any or all of the Platforms (including transactional matters relating to such services) by sending an email message to the email address listed under your User Profile, an electronic message to the mailbox assigned to your User Profile or a letter via postal mail to the mailing address listed under your User Profile. Notices shall become effective immediately.
    10. Homage reserves the right in its sole discretion to delete your User Profile if Homage determines in its sole discretion that you have breached any of these Terms.
  3. Privacy
    1. During your access to or use of a Platform or any of the services available through a Platform, Homage may collect your personal information (including information you enter into your User Profile).
    2. The personal information collected by Homage will be maintained, used, disclosed, stored and/or transferred in accordance with Homage’s Privacy Policy. You can access the Privacy Policy at www.homage.co.jp/terms-of-use/#privacy-policy.
    3. Any information that you disclose in the public areas of any of the Platforms such as message boards and forums becomes public information. You should exercise caution when disclosing your personal information in this way.
  4. Acceptable Use
    1. You shall be responsible for any content that you post or transmit on or through any of the Platforms.
    2. If you have a User Profile, you can post ratings of service providers (“Ratings”) on the Platforms. Ratings will identify the User Profile that has posted the Rating. Unjustified multiple Ratings, self-Ratings and other forms of Ratings which attempt to have a distorting influence on the Rating system are prohibited and may be deleted.
    3. The following provisions shall apply to all content (including Ratings) posted on or transmitted on or through any of the Platforms:
      1. Content must be based on demonstrable facts, must be written fairly and objectively and must not contain any content which is offensive or abusive, liable to criminal prosecution or otherwise unlawful.
      2. Content which violates the requirements set out in Clause 4.3.1 will not be published or may be deleted.
      3. By posting or transmitting any Content on any of the Platforms, you grant Homage, free of charge, a non-exclusive, royalty-free, worldwide, irrevocable, perpetual licence to use, store, copy, modify or otherwise exploit or deal with the content in any manner it sees fit, including using it for further services, passing it on to third parties or publishing it.
    4. You agree not to cause, nor knowingly allow others to cause, any nuisance, annoyance, or inconvenience, whether to Homage or any of the users of any of the Platforms by any means.
    5. You agree to use the Platforms in a manner consistent with all applicable laws and regulations. Specifically, you will not use any of the Platforms in any way:
      1. which breaches any of these Terms;
      2. to post, transmit, distribute, link to, or solicit content that contains any advertising and promotional message;
      3. which violates or infringes any laws, regulatory requirements or codes applicable in Japan;
      4. which infringes or violates any copyright, trademark or any other intellectual property, personal or proprietary rights of any person, or violates any obligation of confidence or any other proprietary right;
      5. to post, transmit, distribute, link to, or solicit content that contains any obscene, offensive, defamatory or otherwise actionable material;
      6. which undermines the security or integrity of any of the Platforms, including without limitation by importing any spyware, viruses, Trojan horses, worms, keystroke loggers, time bombs or other disabling devices or malicious computer software intended to detrimentally interfere, damage, surreptitiously intercept or expropriate such equipment, systems or networks;
      7. to post, transmit, distribute, link to, or solicit content that contains any errors, whether technical or otherwise; or
      8. to post, transmit, distribute, link to, or solicit content that contains any material in any form that would otherwise render Homage liable or expose Homage to any proceedings whatsoever.
    6. You shall not use any robot, spider, or other automatic or manual device or process to monitor or copy any portion of any content contained in any of the Platforms without Homage’s express written permission.
    7. You shall not use any device, software or routine to interfere or attempt to interfere with the proper working of any of the Platforms, or to impose an unreasonable or disproportionately large load on the servers serving any of the Platforms.
    8. You acknowledge that some of the content available on the Platforms may be posted on or via the Platforms by third parties, including content provided by blogs or reviews or comments made by users of the Platforms. Homage shall not be responsible for the accuracy of or any errors or omissions in any content available on any of the Platforms.
    9. Homage shall have the right (but not the obligation) in its sole discretion to monitor, refuse or remove any content that are available on any of the Platforms. Without limiting the foregoing, Homage shall have the right to remove any content that violates these Terms or is otherwise objectionable.
    10. Homage assumes no responsibility for monitoring any of the Platforms for inappropriate content. If at any time Homage chooses, at its sole discretion, to monitor any of the Platforms, Homage nonetheless assumes no responsibility for the content available on any of such Platforms.
  5. Intellectual Property
    1. Content available on the Platforms (including information, communications, software, images, sounds contained on or available through the Platforms) is provided by Homage, its content providers and third party licensors. The intellectual property rights to or over the contents available on the Platforms belong to Homage, its content providers and/or third party licensors. All rights are reserved. Subject to Clause 5.2, you must not reproduce, modify, transfer, distribute, republish, download, post, or transmit in any form or by any means, including electronic, mechanical photocopying or recording, any of the content available on any of the Platforms without the prior written permission of Homage. Without prejudice to the foregoing, you agree that the material and content contained within or available through the Platforms may not be used for commercial purposes or distributed commercially.
    2. Notwithstanding Clause 5.1, you may view, store, print and display the content available on the Platforms solely for your personal, non-commercial use.
    3. Your access to or use of the Platforms should not be construed as granting, by implication estoppel or otherwise, any licence or right to use the trademarks, tradenames, logos or service marks appearing on any of the Platforms without Homage’s prior written consent. You may not, without Homage’s prior written consent, use any of such trademarks, tradenames, logos or service marks as a hyperlink to Homage’s website or any of the Platforms or any other website or platform.
    4. You may not modify, translate, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code for the computer systems and other technology that operate any of the Platforms or create derivative works based on any of the Platforms. For the purposes of these Terms, “reverse engineering” shall include the examination or analysis of any of the Platforms to determine the source code, structure, organisation, internal design, algorithms or encryption devices of any of such Platform’s underlying technology.
  6. Disclaimer of Warranties
    1. The use of any and all of the Platforms is at your own risk.
    2. Homage takes certain industry-accepted precautions to secure the Platforms or portions of the Platforms. However, Homage does not warrant that:
      1. the access to or use of the Platforms will meet your requirements;
      2. the Platforms will always be available;
      3. the access to or use of the Platforms will be uninterrupted, timely, secure, error-free or virus-free, or free from other invasive or damaging code;
      4. the quality of any products, services, information, or other material (including the content and services) purchased or obtained by you through your access to or use of the Platforms will meet your expectations; or
      5. any errors in the Platforms will be corrected.
    3. By accessing and using any of the Platforms, you understand and agree that:
      1. You assume total responsibility and risk for your access to and use of the Platforms. Homage does not make any express or implied warranties, representations or endorsements whatsoever with regard to any of the Platforms or any content or service provided through any of the Platforms, and shall not be liable for any cost or damage arising directly or indirectly from any such transaction. The content and services available on the Platforms are provided to you on an “as is, as available” basis without warranty or condition of any kind.
      2. Any content downloaded, uploaded or otherwise obtained through your access to and use of any of the Platforms is done at your own risk and discretion. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, and other information provided through the Platforms.
  7. Indemnity
    1. To the extent permitted by applicable law, you agree to indemnify and hold harmless Homage, its shareholders, directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties”), from and against any and all claims, demands, actions, judgments, losses, liabilities, damages, costs and expenses of whatever nature (including legal costs on a full indemnity basis) which any or all of the Indemnified Parties may incur or suffer as a result of, arising out of or in connection with your access to or use of any of the Platforms, your breach of any of these Terms, or your infringement or violation of the rights of any third party.
    2. The obligations under this Clause 7 shall survive any termination of your relationship with Homage or your access to or use of the Platforms. Homage reserves the right to assume the defence and control of any matter subject to indemnification by you, in which event you will cooperate with Homage in asserting any available defences.
  8. Limitation of Liability
    1. To the extent permitted by applicable law, except for wilful misconduct or gross negligence on the part of Homage, Homage shall not be liable to you in any way whatsoever for any loss, damages or costs, whether in contract or tort (including negligence or breach of statutory duty) or otherwise arising out of or in connection with your access to or use of any of the Platforms or other content or services provided through any of the Platforms.
    2. If you are dissatisfied with any portion of any of the Platforms or with any provision in these Terms, your sole and exclusive remedy is to terminate the Terms and discontinue your access to or use of the Platforms.
  9. Third Party Websites and Third Party Content
    1. The Platforms may contain hyperlinks or other redirection tools to websites or applications that are owned or operated by third parties. Such websites or applications are not controlled by Homage and do not form part of any of the Platforms. If you choose to use such hyperlinks or redirection tools to access such websites or applications, you agree to review and accept such websites’ or applications’ terms and conditions of use before accessing such websites or applications. Your access to such third party websites and applications shall be at your own risk.
    2. Homage does not assume any responsibility for material created or published by such third party websites or applications, and by providing a link to such third party websites or applications, Homage does not imply that Homage endorses the websites or applications or the products or services referenced in such websites or applications. You acknowledge that Homage has no control over, excludes all liability for and cannot be deemed to have endorsed the content of any material on the Internet which can be accessed by using the Platforms.
    3. You agree that caching, hyperlinking to, and framing of Homage’s website or any of its contents are strictly prohibited.
    4. Homage reserves all rights to disable any links to, or frames of any website containing inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topics, names, material or information, or material or information that violates any written law, any applicable intellectual property or proprietary, privacy or publicity rights.
  10. Dispute Resolution
    1. These Terms shall be governed by and construed in accordance with the laws of Japan.
    2. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the exclusive jurisdiction of Tokyo District Court for the first instance.
    3. Notwithstanding anything to the contrary in these Terms, Homage may at any time without regard to any notice periods required by the provisions in these Terms, and as often as is necessary or appropriate, seek any injunctive relief or measures, or any interlocutory, provisional or interim relief or measures, from any court of competent jurisdiction.
  11. General
    1. No failure or delay by Homage in exercising any right or remedy under these Terms shall operate as a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy under these Terms preclude any other or further exercise thereof or the exercise of any other right or remedy.
    2. If any provision in these Terms shall be, or at any time shall become invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not in any way affect or impair any other provision of these Terms but these Terms shall be construed as if such invalid or illegal or unenforceable provision had never been contained in these Terms.
    3. You shall not assign, transfer or subcontract, or purport to assign, transfer or subcontract, any of your contractual status, rights, interests or obligations under these Terms without the prior written consent of Homage. Homage shall be entitled to assign, transfer or subcontract any or all of its contractual status, rights, interests and obligations under these Terms to any third party without your prior written consent.
    4. These Terms are executed in the English language. Any Japanese translation will be for reference purposes only and in the event of any conflict between the English text of these Terms and the Japanese text, the English text of these Terms shall govern and control.
  12. Amendment
    1. Homage may amend these Terms without your consent, if any of the following conditions are met:(i) the amendment is suitable for the benefit of all the users in general; or(ii) the amendment is not contrary to the purpose of transaction between Homage and users, and reasonable considering necessity of the amendment, the appropriateness of the amended content hereof, and other relevant circumstances.
    2. In the case where Homage amends to these Terms, Homage will announce on its website or notify you via email of, the amendment to the effect, the details and the effective date thereof within a reasonable period before the amendment comes into force and effect.
  13. Exclusion of Anti-Social Forces
    1. If you fall under any of the following, Homage may immediately terminate any contract or transaction with you without any notice. If any damage is incurred by Homage due to the following, Homage may claim for such damage against you:(i) any organized crime group (boryokudan), any organized crime group member (boryokudan-in), any person for whom less than five (5) years have passed since it ceased to be an organized crime group member, any associated member of an organized crime group (boryokudan jun koseiin), any corporation related to an organized crime group (boryokudan kankei kigyo), any corporate racketeer (sokaiya), any corporate swindler acting in the name of a social movement (shakai undo tou hyobo goro), or any organized crime group that utilizes specialized knowledge (tokushu chino hanzai shudan) or similar organization, or any other person equivalent to any of the preceding (collectively, “Organized Crime Group Member, Etc.”);(ii) any person who uses a relationship with Organized Crime Group Member, Etc.; or(iii) any person who interferes with Homage’s business by holding itself out as being or having a relationship with Organized Crime Group Member, Etc.

Privacy Policy

1.           Our commitment to privacy

1.1           Homage Japan K.K. (“Homage Japan”) and related corporations of Homage Co. Pte. Ltd. (collectively referred to as “Homage”)know that protecting the privacy and confidentiality of your personal information is important. Homage shall therefore only use your name and other personal information that relates to you in the manner set out in this Privacy Policy. Homage will only collect information where it is necessary for Homage to do so and if it is relevant to Homage’s dealings with you, in the manner set out in this Privacy Policy. Homage will only keep your information for as long as Homage is either required to by law or as is relevant for the purposes for which it was collected.

1.2           The collection, use and disclosure of personal information (see Clause 2.1 for a definition) by Homage are governed by the Personal Information Protection Act of Japan (the “Act”). This Privacy Policy explains what personal information is collected from users of Homage’s website and/or other online platforms (collectively, the “Platforms”) and services and how such personal information is used and disclosed to other parties. It also explains how you can ask questions, make suggestions, and complain about Homage’s privacy practices.

1.3           This Privacy Policy applies to personal information collected by Homage. Note that Homage may contain links to other websites provided and maintained exclusively by third parties not subject to this Privacy Policy. Please review the privacy policies on any third party websites to determine their information handling practices. Homage will not be liable under any circumstances for any damages whatsoever, direct or indirect, resulting from any use of any other third party website linked to Homage, whether or not Homage is advised of the possibility of such damages. This Privacy Policy is available to the public in electronic form at http://homage.co.jp/terms-of-use/#privacy-policy. If you have any additional concerns or questions, you are encouraged to contact Homage and Homage will address your concerns to the best of its ability. Please read this Privacy Policy carefully and check back periodically as Homage updates it from time to time. By submitting your personal information to Homage and by visiting Homage, you signify your agreement to the terms and conditions of this Privacy Policy, and expressly consent to the collection, use and disclosure of your personal information in the manner and for the purposes set out in this Privacy Policy.

1.4           If you have any comments, suggestions or complaints, you may contact Homage (and Homage’s Data Protection Officer) by email at [email protected].

2.          What is personal information?

2.1           Personal information” refers to information, whether true or not, about an individual who can be identified (a) from that information; or (b) from the information and other information to which the organisation has or is likely to have access, whether stored in electronic or non-electronic form.

3.          What personal information does Homage collect, and why?

3.1           Homage collects your personal information for specific, limited purposes, as set out in this Clause 3 (“Purpose of Use”). Information is collected by fair and lawful means.

3.1.1         Homage collects contact information (for example, name, address, email address, and telephone numbers) when you register at any of the Platforms. This information is used to complete your Homage bookings and respond to your inquiries.

3.1.2         Homage also collects credit card and bank account information as needed to process payments for Homage’s services.Homage does not permanently store your credit card and bank account information.

3.1.3         If you enter a contest or other promotion, Homage collects your personal contact information to administer the contest or promotion, including for the purposes of contacting, announcing and promoting prize winners.

3.1.4         Homage collects booking history and a list of promotions offered to you (“History”) in order to gain a better understanding of your interests so that Homage may develop better services and to determine eligibility for Homage’s services.

3.1.5         Homage collects and stores your location history to establish your location in connection with your use of Homage’s Platforms, improve your experience and from time to time to send you information, such as promotional offers, that are most relevant to your geographic location.

3.1.6         Homage keeps notes and special instructions in respect of your personal information on file to help Homage fulfil your care service requirements and care bookings, and provide customer service.

3.1.7         Homage also collects your personal information to help Homage improve the services provided by Homage (including the types and the quality of services offered by Homage, and customer service and support).

3.1.8         If you wish to apply for a job on any of the Platforms, Homage will collect personal information such as your name, email address, phone number and additional information such as resume and gender. Homage uses the information, collected through the Platforms to register and process your application, to determine your qualifications for the position for which you have applied and to contact you.

3.1.9         If you choose to opt out of any use of your personal information in accordance with Clause 6, Homage keeps your contact information on a list so that your request can be honoured.

3.1.10      If you complain to any of Homage’s departments for any reason, Homage collects your contact information and the nature of your complaint for the purpose of investigating your complaint and responding to you.

3.1.11      If you are a service provider, Homage collects your personal and/or business identification details for tax reporting purposes and your contact information in order to pay you through Homage’s third-party payment agent. Homage may also collect financial information (for example, banking details and credit history) from Homage’s service providers to assess credit risk, sales data to prepare commission reports and other information to help Homage evaluate its services.

3.1.12      If you are an employee or a job applicant of Homage, Homage collects your personal information for the purpose of recruitment, selection and recruitment-related communication, and human resource management after recruitment.

3.1.13      Additional purposes for the collection, use or disclosure of personal information, which are not set out in this Privacy Policy, will be set out at the time of collection. Homage will obtain your consent to such additional purposes no later than at the time of such collection.

3.1.14      Collection of Computer Data: Homage may use cookies, web beacons, and other similar technologies for storing information to help provide you with a better, faster, safer and personalised experience when you use Homage’s services and/or access any of the Platforms. When you visit Homage’s website, Homage’s servers will automatically record information that your browser sends whenever you visit a website. This data may include:

(i)              your computer’s IP address;

(ii)             browser type;

(iii)            webpage you were visiting before you came to Homage’s website;

(iv)           the pages within Homage’s website which you visit; and

(v)            the time spent on those pages, items and information searched for on Homage’s website, access times and dates, and other statistics.

This information is collected for analysis and evaluation in order to help Homage improve Homage’s website and the services and products Homage provides.

3.1.15      Internet Cookies: An internet cookie is a small piece of information that a website stores on your internet browser. Homage uses cookies to better understand how you use Homage’s website and to improve your experience. For example, a cookie may recall a set of preferences you have set for Homage’s website. Storing cookies on your web browser allows Homage to present you with custom web pages and other content that are tuned with your preferences. These activities are invisible to you, and are generally intended to improve your internet surfing convenience. Unless you have set your preferences so that you will be alerted when a cookie is being stored on your computer, you will not know about it.

3.1.16      If you are concerned about cookies, you may disable them by adjusting the privacy and security settings of your mobile device or web browser. However, please be aware that by disabling cookies, you may not be able to use all portions of Homage’s website and may not have the optimal experience.

3.1.17      If you sign up for Homage through your social media account or by linking your Homage account to your social media account, or use certain other Homage social media features, but in any case give Homage authorisation to access your personal information on your social media account, you expressly consent for Homage to collect, use and disclose such personal information from your social media account in accordance with the settings of your authorisations for the purposes set out in this Privacy Policy. Homage will manage the personal information which Homage has collected in accordance with this Privacy Policy. Please refer to the privacy settings of the social media website or application to determine how you may adjust your authorisations and manage the interactivity between Homage and your social media account or your mobile device. 

3.1.18      Homage may place advertising or other links on any of the Platforms that originate from outside advertisers. If you view these ads, the advertisers may assign a cookie. Homage does not control these cookies, nor is it responsible for any marketing or other use of your name by these advertisers.

4.          Market Research

4.1           Occasionally, Homage asks its users to complete market research surveys. Survey results are aggregated and shared with Homage’s advertisers, sponsors and related corporations in a manner that does not disclose personal information.

5.          To whom does Homage disclose personal information, and why?

5.1           Homage may disclose your personal information under the following circumstances: 

(a) cases in which the prior consent of the concerned person is obtained;

(b) cases in which the provision of personal data is required by laws and regulations;

(c) cases in which the provision of personal data is necessary for the protection of life, body, or property of an individual and in which it is difficult to obtain the consent of the person;

(d) cases in which the provision of personal data is especially necessary for improving public health or promoting the sound growth of children and in which it is difficult to obtain the consent of the person;

(e) cases in which the provision of personal data is necessary for cooperating with a national organization, a local government, or persons entrusted by any such parties in order for them to perform their duties prescribed by laws and regulations and in which obtaining the consent of the concerned person is likely to impede the performance of such duties;

(f) cases in which Homage entrusts the handling of personal data to third parties in whole or in part within the scope necessary for the Purpose of Use;

(g) cases in which personal data is provided as a result of the succession of business in a merger or otherwise;

(h) cases in which the personal data is provided pursuant to Clause 5.3 below in accordance with the Act (i.e., shared use of personal information); and

(i) any other cases in which the provision of personal data to third parties is permitted in accordance with the Act and other laws and regulations.

5.2           Notwithstanding Clause 5.1, when Homage provides personal data to a third party situated overseas, Homage will take the measures necessary under the relevant laws and regulations, including obtaining consent of the concerned person.

5.3           Homage will share the use of the personal information in accordance with the following:

(a) Items of personal information for shared use

Name, address, gender, date of birth, name of company or organization, position, telephone number, email address and any other contact information as well as other items of personal information held by the respective parties as necessary to accomplish the following purposes.

(b) Scope of the entities involved in shared use

Homage’s relevant corporations including Homage Co Pte. Ltd.

(c) Purpose of shared use

The Purpose of Use set forth in Clause 3

(d) Person who is responsible for management of the personal information for shared use

Homage Japan K.K.
Representative Director, Tee Ping Ping

5.4           In disclosing or transferring your personal information to third parties and/or Homage’s related corporations located overseas, Homage will ensure that the receiving jurisdiction has in place a standard of protection accorded to personal information that is comparable to the protection under or up to the standard of the Act.

6.          Withdrawal of Consent

6.1           Homage will obtain your express consent to collect, use and disclose your personal information for any additional purposes not set out in this Privacy Policy at or prior to the time of collection.

6.2           You may, at any time, withdraw your consent to Homage’s collection, use and/or disclosure of your personal information for any of the purposes set out in Clauses 3, 4, and/or 5 by contacting Homage at its email address set out in Clause 15.3 below.

6.3           Please note that if you opt out of allowing Homage to collect, use and/or disclose your personal information for any of the purposes set out in this Privacy Policy, Homage may not be in a position to continue to provide Homage’s services to you or perform any contract Homage has with you. Homage’s rights and remedies (legal or otherwise) are expressly reserved in such an event.

6.4           If you do not wish to receive Marketing Offers, you may opt out at any time by doing any of the following:

6.4.1         follow the instructions at the bottom of any email Marketing Offer you receive;

6.4.2         inform your telemarketer at the time you are called with a Marketing Offer; or

6.4.3         email Client Services at [email protected] and request that your personal information not be used for Marketing Offers.

7.          Security of Your Personal Information

7.1           Homage maintains personal information in a combination of paper and electronic files. Homage takes technical, contractual, administrative and physical security measures to protect your personal information in accordance with the Act. Not all Homage interactions require that credit card and/or bank information be provided. If you provide credit card and/or bank account information to Homage, Homage works to help protect the security of your credit card and/or bank account information by using industry standard secure sockets layer (SSL) encryption technology.

7.2           Please be aware that email is not a secure medium, and any personal information you send to Homage by email could be intercepted. If your communication is very sensitive, or includes information such as your credit card number and/or bank account information, you should not send it electronically unless the email is encrypted or your browser indicates that the access to Homage’s website is secure. Materials posted to online forums such as bulletin boards or chat rooms are public, not secure and may be viewed by anyone. Any personal information you post may be collected and used by anyone and may result in unsolicited messages from other internet users.

7.3           If you believe your privacy has been breached by Homage, please contact Homage at [email protected] .

7.4           Your password is the key to your account. Please use unique numbers, letters and special characters, and do not share your Homage password with anyone. If you do share your password with others, you will be responsible for all actions taken in the name of your account and the consequences. If you lose control of your password, you may lose substantial control over your personal information and other information submitted to Homage. You could also be subject to legally binding actions taken on your behalf.

8.          No Spam, Spyware, or Virus

8.1           No spam, spyware or virus is allowed on any of the Platforms. Please set and maintain your communication preferences so that Homage sends communications to you as you prefer. You are not licensed or otherwise allowed to add other users to your mailing list (email or physical mail) without their express consent. You should not send any messages which contain any spam, spyware or virus via Homage. If you would like to report any suspicious messages, please contact Homage at its email address set out in Clause 15.3 below.

9.          Requests for Notification of Purpose of Use, Disclosure, Correction, Discontinuation of Use or other Treatment of Personal Data

9.1           With respect to any personal data held by Homage, if Homage receives requests on the matter of disclosure, correction, addition or deletion of content, discontinuation of use, deletion, suspension of provision to third parties, notification of purpose of use, or otherwise pursuant to the Act, Homage will first verify that the request is actually being made by the principal, and upon verification, will respond to the request in accordance with the Act.  For further details, please contact Homage at its email address set out in Clause 15.3 below.

10.       How to access and correct your personal information

10.1        Homage provides you with the means to access, update, edit or delete certain subscriber and registration information you have provided at any time by going to the appropriate location at any of the Platforms, and changing or deleting such information as desired.

10.2        You undertake to treat your Homage username, password and order details as confidential information and undertake not to make them available to unauthorised third parties. Homage cannot assume any liability for misuse of your Homage username, password or order details, except as stated in the Terms of Use.

10.3        If you would like to view the personal information Homage has on you or inquire about the ways in which your personal information has been or may have been used or disclosed by Homage within the past year, please contact Homage at its email address set out in Clause 15.3 below. Homage reserves the right to charge a reasonable administrative fee for retrieving your personal information records.

10.4        If you want to close your account or have other questions or requests, please contact Homage. While Homage is ready to assist you in closing your account, and removing your active profile, Homage cannot always delete records of past interactions and transactions. For example, Homage is required to retain records relating to previous bookings on its website for financial reporting and compliance reasons.

10.5        Homage will give you access to the information Homage retains about you within a reasonable time, upon written request, satisfactory identification and proof of entitlement. In some cases, Homage may not provide access to personal information in Homage’s possession or control. If Homage denies your request, Homage will advise you in writing of the reason for the refusal and you may challenge Homage’s decision.

11.       Do-Not-Call Privacy Statement

11.1        Homage takes its responsibility to protect the information you provide to Homage very seriously.

11.2        From time to time, Homage and its partners may call or SMS its users to inform them about its latest services or promotional offers.

11.3        Homage will only call or SMS you after having obtained your clear and unambiguous consent for Homage and/or its partners to call or SMS you about its latest services or promotional offers (including Marketing Offers).

11.4        If you no longer wish to receive marketing calls or messages, you may withdraw your consent by contacting Homage at its email address set out in Clause 15.3 below.

11.5        However, you may inadvertently still receive marketing or promotional messages/calls. If you have received a telemarketing call or message from someone representing Homage although you have withdrawn your consent, please inform Homage at [email protected].

12.       General Provisions

12.1        You must only submit to Homage, or Homage’s authorised agent, information which is accurate and not misleading and you must keep up to date and inform Homage of any changes to such information. Homage reserves the right to request for documentation to verify the information provided by you.

12.2        By sharing the personal information of any third party with Homage, you expressly represent and warrant to Homage that you have obtained all required consents from the relevant third party to disclose and transfer his/her personal information to Homage and for Homage to collect, use and disclose such personal information for the purposes set out in this Privacy Policy. You agree to indemnify Homage against any and all claims, losses, and damages arising from or in connection with any third party claims as a result of Homage’s collection, use or disclosure of such personal information.

12.3        Homage may disclose or share non-personally identifiable information with partners, advertisers, current in-home personal care businesses and/or prospective in-home personal care businesses to help explain its business and the effectiveness of Homage’s business or for promotional purposes. For example, Homage may disclose aggregated demographic information which does not include any personally identifiable information.

13.       Changes to the Privacy Policy

13.1        Homage shall regularly review the sufficiency of this Privacy Policy. Homage reserves the right to modify and change the Privacy Policy at any time. Any changes to this policy will be published on http://www.Homage.co/privacypolicy.

14.       Homage’s Right

14.1        You acknowledge and agree that Homage has the right to disclose your personal information to any legal, regulatory, governmental, tax, law enforcement or other authorities or the relevant right owners, if Homage has reasonable grounds to believe that disclosure of your personal information is necessary for the purpose of meeting any obligations, requirements or arrangements, whether voluntary or mandatory, as a result of cooperating with an order, an investigation and/or a request of any nature by such parties. To the extent permissible by applicable law, you agree not to take any action and/or you hereby waive your rights to take any action against Homage for the disclosure of your personal information in these circumstances.

15.       How to challenge Homage’s privacy practices

15.1        Homage encourages you to contact Homage with any questions or concerns you have about Homage’s privacy practices or this Privacy Policy. If you have a question concerning Homage’s Privacy Policy or would like a copy, or if you have a complaint, please contact Client Services at [email protected].

15.2        Client Services can deal with many issues. If you prefer or if, after contacting Client Services, your concerns or questions have not been resolved to your satisfaction, you can contact Homage at [email protected].

15.3        If you wish to withdraw your consent to Homage’s use of your personal information, wish to request access and/or correction of your personal information, have any queries, comments or concerns, or require any help on technical or cookie-related matters in relation to Homage’s website, please feel free to contact Homage (or Homage’s Data Protection Officer, as appropriate) at [email protected].

16.       Information of Business Operator Handling Personal Information

Company Name:  Homage Japan K.K.

Address: 3-1-6 Motoazabu, Minato-ku, Tokyo, Japan

Representative Director: Tee Ping Ping

Service Agreement (Care Owner)

CLIENT SERVICES AGREEMENT

This Client Services Agreement (Agreement) sets forth the terms and conditions between Homage Japan K.K., a company incorporated under the laws of Japan with a registered office at 3-1-6 Motoazabu, Minato-ku, Tokyo, Japan 106-0046 (Homage Japan) and you whereby you (Client or you) agrees to obtain certain services (as described at the Homage Services Page (Care Services) from a fully-licensed (to the extent required by applicable law) and qualified care professional (Care Pro) as a service provider, that may, from time to time, be referred via the web-based platform or mobile application of Homage Co. Pte. Ltd., a company incorporated under the laws of Singapore with a registered office at 12 Kallang Avenue, #03-19/20, Singapore 339511 (Homage Co.)(together with Homage Japan and any of Homage Co.’s affiliates, collectively referred to as Homage). Your contact information, including mailing address, phone number and email address is located on your account profile page and is incorporated herein by reference. You are obligated to maintain this information and ensure it is current. If you’re agreeing to this Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to agree to this Agreement on that organization or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” in this Agreement, except for in this sentence, refer to that organization or entity).  This Agreement sets out the obligations of Client in connection with the provision of Booked Services (as defined below).

  1. BACKGROUND.

1.1            What Homage Does.

Homage is the creator of a technology platform that creates a marketplace to connect Clients with Care Pros to provide Care Services.  Homage provides a web-based and mobile application-based portal (Homage Platform) through which Clients may arrange a variety of Care Services on behalf of themselves or others (Care Recipient). If you are a Client acting on behalf of a Care Recipient other than yourself, you agree that you are accepting this Agreement on behalf of such Care Recipient and that you have the authority to bind such Care Recipient to this Agreement. Care Pro provides Care Services to Care Recipients strictly as a service provider, and not as an employee, worker, agent, joint venturer, partner or franchisee of Homage or any Client for any purpose.  Homage’s role is limited to offering the technology platform as a source of referrals for Clients and Care Pros and facilitating payments from Clients to Care Pros.

1.2            How The Homage Platform Works.

Before receiving access to the Homage Platform, you must also review and agree to the Terms of Use and Privacy Policy of the Homage Platform, which are incorporated herein by reference and which you acknowledge that you have reviewed and accepted. To the extent the Terms of Use are inconsistent with this Agreement, this Agreement shall control. From time to time, in their sole and complete discretion, Clients may submit a request to Homage for Care Services, setting forth the detail of the Care Services required (Booking Request). Homage will review the Booking Request and decide in its sole discretion whether Homage is able to assist with the Booking Request. If Homage is able to assist with the Booking Request, Homage will make such Booking Request available on the Homage Platform. To the extent feasible, Homage will provide Care Pro with details relating to the Booking Request, including requested Care Services, location and booking time. Clients are solely responsible for the accuracy of such details.

Care Pros have the opportunity, in their discretion, to apply for a Booking Request (Application). Once a Care Pro applies for a Booking Request, Homage will review the Application and determine Care Pro’s suitability. Once Homage confirms a Care Pro for a Booking Request, the Homage Platform will confirm the Booking Request has been booked by the Care Pro (Booked Service) and notify Care Pro and Client, at which point, a service contract is formed directly between Client and Care Pro (Client – Care Pro Contract). For the avoidance of doubt, Booked Services are Care Services for which Homage has approved a Care Pro for a Booking Request. You hereby appoint Homage to be its disclosed agent for the purposes of entering into such a contract with Care Pro for Care Services. You agree that your name, phone number, likeness, and other profile information may be provided or made available after a Care Service is booked.

1.3            Booking Requests.

When submitting a Booking Request, Client agrees to provide Homage with the following information:

  • The specific care and therapy services requested;
  • The location where the Care Services are to be carried out (Service Location);
  • The times and dates during which the Care Services are to be undertaken by Care Pro (Scheduled Hours), including the first time at and date on which the Care Services are to be carried out (Service Start Time) and the last time at and date on which the Care Services are to be completed (Service End Time);
  • The fees and expenses to be paid by Client to Care Pro for the Care Services; and
  • Any other information reasonably requested by Homage.

Client agrees to notify Homage immediately of any changes to the above information. Failure to notify or provide such information to Homage shall entitle Homage to deactivate or deprioritize a Booking Request.

  1. THE SERVICES.

2.1            Provision of Services.

By submitting a Booking Request, Client is deemed to have agreed to receive the Booked Service at the Service Location and Scheduled Hours as specified in the Booking Request. In order to submit a Booking Request, Client must possess a smartphone equipped with access to the Homage Platform (Compatible Mobile Device), subscribe to an appropriate data plan, and download Homage’s mobile application (Mobile Application) onto the Compatible Mobile Device.  All Booking Requests must be submitted through the Mobile Application, through Homage’s hotline, or via any other authorized process made available by Homage.

Once a Care Pro applies for a Booking Request and Homage confirms a Care Pro for a Booking Request, Care Pro is contractually obligated to complete the Booked Service at the Service Location and Scheduled Hours. Client is responsible for providing access to the Service Location to Care Pro and any of its sub-contractors, agents, or employees (Sub-Contractors) in order for Care Pro to perform the Booked Service.  Client agrees to provide a safe, suitable environment for Care Pro to perform the Booked Service. Client shall be responsible for doing and providing all things reasonably necessary for Care Pro to perform the Booked Service. To the extent applicable, Client shall obtain, operate, and maintain in good working order all equipment and ancillary services needed for Care Pro to provide the Booked Services.

Client understands that Care Pro will provide the Care Services to Care Recipients as a service provider, not as an employee of Homage or Client and that Care Pro shall be, at all times while this Agreement is in effect, under the terms of the service contract to be formed between Client and Care Pro through the Homage Platform and free from supervision, control and direction by Homage or Client in the performance of the Care Services. Homage shall not control or have any right to control the manner or means by which Care Pro performs the Care Services, and Homage has no obligation (but has the right) to inspect Care Pro’s work for quality purposes.

2.2            Client Reviews.

Client may rate and review a Care Pro at the end of every Booked Service.

2.3            Cancellations; Amendments.

Client may request to cancel or amend a Booked Service (Modification) in accordance with Homage’s cancellation and change policy which is available here with any applicable change fee set forth under the policy being charged. For the avoidance of doubt, changes to the Scheduled Hours and Service Location are considered Modifications. A Modification will be notified to and considered by Care Pro, however there is no guarantee that a Modification will be accommodated. Client understands and agrees that a Modification may not be able to be accommodated on such short-notice.

Repeated Modifications requested on short-notice by Client may result in termination of this Agreement in accordance with Section 9 or deactivation or de-prioritization of Client’s Booking Requests and/or the Homage Platform.

Up to twenty-four (24) hours before the Service Start Time, Homage may notify Client of a modification to a Booked Service requested by Care Pro. Client shall notify Homage within four (4) hours following receipt of such notice if Client rejects any such modification, and Client may cancel such Booked Service. Failure to notify Homage within the foregoing time period shall be deemed acceptance of the modification.

2.4            Use of Voice, Image and Likeness.

Client may be required to submit an image for use by the Homage Platform to facilitate identifying Client to Care Pro. Client represents and warrants that it owns (or has sufficient licenses to) the copyright of any image or likeness that it provides.

2.5            Call and SMS Data.

Homage may mask phone numbers when Care Pro calls or exchanges text (SMS) or non-SMS, internet-based text messages with Client and/or Care Recipient through the Mobile Application. Client consents to the masking process described above and to Homage’s sending text (SMS) or non-SMS, internet-based text messages directly as described in the Terms of Use. Client understands and agrees that Care Pro may have access to Client’s phone number outside of the Mobile Application.

  1. SERVICE FEES.

Fees payable by Client for the Booked Services under the Client – Care Pro Contract (Booked Services Fees) shall be paid by Client to Care Pro through Homage or a third-party payment agent that Homage engages from time to time (Payment Agent), after completion of the Booked Services or at some other frequency as determined by Homage in its discretion. Payment Agent will collect the Booked Service Fee from Client.

Client agrees and acknowledges that Payment Agent is just an agent who transfers Booked Service Fees from Client to Care Pro on behalf of Client, and Payment Agent shall not be liable in any respect for failure or delay of payment of any Booked Services Fee. If, for any reason (attributable to Client, Homage, Care Pro or whatsoever), Booked Service Fees is not paid to Care Pro as supposed to be, Care Pro will directly claim Client for any unpaid Booked Services Fee.

All amounts are due and payable to Homage as specified in the applicable invoice. All payments shall be made in full in JPY.  Any amount not paid when due shall bear a late payment charge at the rate of 1.5% per month or, if less, the maximum amount permitted by law. Client agrees to bear and be responsible for the payment of taxes, goods and services taxes, duties, tariffs, withholdings, levies and similar assessments, and Homage will not be responsible for the payment of all such charges.

All Booked Service Fees payable to Care Pro shall be paid by the Payment Agent (on behalf of Client) at the end of the applicable payment cycle following completion of the Care Services (Payment Cycle) into the bank account as specified by Care Pro, after deductions of any fees or expenses that Care Pro authorizes Homage to deduct. Payment cycle durations are subject to change at any time in Homage’s sole discretion to the extent permissible under applicable laws.

  1. CONFIDENTIALITY AND PRIVACY DATA.

Each party will receive certain private and/or confidential information from and regarding the other party (including Care Pro, hereinafter the same in this Section 4), and will also receive or have access to proprietary or confidential information relating to Homage, the Homage Platform, and Homage’s Services. Except upon order of government authority (e.g., Court, administrative agency) having jurisdiction, or upon written consent by the disclosing party, the receiving party agrees that he or she shall not use, publish, disseminate or disclose, for his or her own benefit or the benefit of any third party, any confidential information regarding the other party, including addresses, telephone numbers and/or operational details. Each party will not engage in any activity which violates the privacy of the other party, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of the other party or his or her personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. Failure to comply with the foregoing shall constitute a material breach of this Agreement.

Client may upload, store, share and otherwise process data about Care Recipient in the Mobile Application (Care Recipient Data). Client shall acquire Care Recipient’s consent prior to uploading and sharing any Care Recipient Data through the Mobile Application. Care Recipient Data shall be considered Client’s confidential information.

Homage will process personal information of Care Pros, Client, and Care Recipient in accordance with the Personal Information Protection Act of Japan (PIPA).

  1. RELATIONSHIP OF THE PARTIES.

Care Pro is an independent contractor and has not been engaged by Homage to perform services on Homage’s behalf, and shall not make any agreements or representations on Homage’s behalf. This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Client and Homage for any purpose.

  1. REPRESENTATIONS AND WARRANTIES.

Client represents and warrants: (a) it has the full power and authority to execute, deliver and perform all of its obligations under this Agreement and provide all of the information requested hereunder; and (b) all information provided by it or on its behalf shall be complete and accurate.

  1. DISCLAIMER.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CARE PRO NOR HOMAGE MAKES, AND CARE PRO AND HOMAGE HEREBY DISCLAIM, ANY WARRANTIES AND OR CONDITIONS OF ANY KIND, WHETHER IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR REASONABLE CARE AND SKILL. THE CARE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE. Products and services purchased by or offered to Client through Care Pro or Homage are provided “AS IS” and without any warranty of any kind from Homage, Care Pro, or others. Any manufacturer or third party warranties with respect to products or services purchased or offered hereunder will pass through to Client.

  1. LIMITATION OF LIABILITY.

EXCEPT FOR DAMAGES RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR IF VOID UNDER APPLICABLE LAW, (A) THE AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, STRICT LIABILITY, NEGLIGENCE AND/OR OTHER TORT, SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE FOR THE BOOKED SERVICE GIVING RISE TO SUCH LIABILITY, AND (B) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, EVEN IF ADVISED, IN EACH CASE, OF THE POSSIBILITY OF SUCH DAMAGES.

Client acknowledges that the Care Services that Care Pro provides pursuant to Client – Care Pro Contract are fully Care Pro’s responsibility. Homage is not responsible or liable for the actions or inactions of Client or Care Recipient in relation to the Care Services received by Care Recipient, or the actions or inactions of a Care Pro or other third party in relation to the Care Services received by Care Recipient. Client understands, therefore, that by using the Homage Platform, Client and Care Recipient will be introduced to third parties, and that Client and Care Recipient use the Homage Platform at his/her own risk.

  1. TERM; TERMINATION.

9.1            Term.

This Agreement shall be effective as of the date it is executed by Client and shall remain in effect unless and until terminated as set forth in this Section 9 (the Term).

The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, and each Booked Service is treated as a separate service arrangement.

9.2            Termination.

(a) Either party may terminate this Agreement, effective immediately upon written notice to the other party, in the event that other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, misconduct, or Client’s failure to comply with its payment obligations as described herein.

In the event there is a dispute whether either party materially breached the Agreement, and it cannot be resolved by informal negotiations, the parties agree that any dispute between the parties as to the foregoing shall be subject to the dispute resolution pursuant to Section 12.2 below.

(b) In addition to the foregoing, either party may terminate the Agreement for any reason upon fifteen (15) days’ written notice to the other party.

9.3            Client’s Obligations Upon Termination.

Upon termination of this Agreement for any reason, Client shall pay to Care Pro through Homage or Payment Agent (a) any outstanding Booked Service Fees due prior to termination of this Agreement and (b) all Booked Service Fees for any outstanding Booked Services once completed after termination of this Agreement.

9.4            Surviving Provisions.

The terms and conditions of this Section 9.4 and Sections 4, 5, 6, 7, 8, 9.3, 10, 11, and 12 (including, but not limited to, Section 12.2) and all accrued payment obligations shall survive the expiration or termination of this Agreement.

  1. SOLICITATION.

Client understands that Care Pro may be engaged or employed in any other business, trade, profession, or other activity, including providing services to customers booked through means other than the Homage Platform, including other web-based portals. Client further understands that unless authorized by Homage, Care Pro shall not promote, offer, solicit, advertise, or otherwise contact Client to provide additional, similar, or any other services to Client and or Care Recipient outside of the Homage Platform. Notwithstanding the foregoing, Client agrees not to affirmatively solicit services from and/or hire a Care Pro originally referred through the Homage Platform through any means other than the Homage Platform for a period of six (6) months following Care Pro’s initial engagement by Client, unless Client has obtained the prior written consent of Homage. If Client fails to comply with this Section 10, Client shall pay to Homage a referral fee of which would have been received by Homage but for Client’s breach of this Section 10.

The restriction set out in this Section 10 is considered by the parties to be reasonable and necessary to protect Homage’s legitimate interests. While the restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if for any reason, any one or more of such restrictions shall either taken by itself or themselves together be adjudged to go beyond what is reasonable in all the circumstances for the protection of Homage’s legitimate interests, the prohibitions shall be effected to the fullest extent permissible under applicable law. If any provision or part of a provision of this Agreement including this Section 10 is held or found to be void, invalid or otherwise unenforceable, it shall be deemed that all other provisions of this Agreement shall remain in full force and effect.

  1. ASSIGNMENT.

Client may not assign or otherwise transfer its rights and obligations under this Agreement, absent written authorization by Homage.  Homage may freely assign its rights and obligations under this Agreement at any time. This Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.

  1. DISPUTE RESOLUTION; GOVERNING LAW.

12.1         Informal Negotiations.

To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between the parties, the parties agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any proceeding under Section 12.2. Such informal negotiations will commence upon written notice. Client’s address for such notices is the address set forth in his/her account. Homage may facilitate such informal negotiations in its sole discretion.

12.2         Dispute Resolution Provision.

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 the exclusive jurisdiction of Tokyo District Court for the first instance. Notwithstanding anything to the contrary in this Agreement, any party may at any time without regard to any notice periods required by the provisions hereof, and as often as is necessary or appropriate, seek any injunctive relief or measures, or any interlocutory, provisional or interim relief or measures, from any court of competent jurisdiction.

12.3         Governing Law.

This Agreement shall be governed and interpreted pursuant to the laws of Japan, notwithstanding any principles of conflicts of law.

12.4         Language.

This Agreement is executed in the English language. Any Japanese translation will be for reference purposes only and in the event of any conflict between the English text of this Agreement and the Japanese text, the English text of this Agreement.

  1. MODIFICATION.

Each party hereby expressly acknowledges and agrees that, by using or receiving access to the Homage Platform, each party is bound by the then-current version of this Agreement, including any supplements to this Agreement or documents incorporated herein.  Client shall be bound by modifications to this Agreement only upon Client’s electronically signing any modifications or supplements.

  1. MISCELLANEOUS.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a Notice) shall be in writing and addressed to Homage at the address set forth on the first page of this Agreement and to Client at the address set forth in his/her account.  The parties agree that Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), electronic mail (with confirmation of transmission), certified or registered mail (in each case, return receipt requested, postage prepaid), or through the Homage Platform. This Agreement, together with any other documents incorporated herein by reference, and related exhibits, schedules, and addenda (if any) constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, by the party or parties waiving compliance. Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. This Agreement may be executed in multiple counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. Headings appear solely for convenience of reference. Such headings are not part of this Agreement and shall not be used to construe it.

This Agreement may not be amended, by implication or otherwise, by any marketing material contained on Homage’s website or the Homage Platform.

Homage Japan and Client agrees and acknowledges that Homage Japan or any of Homage’s affiliates will not engage in any or all part of the employment placement as defined under the Employment Security Act unless Homage Japan or any of Homage’s affiliates has obtained and maintained the applicable license under the Employment Security Act.

Service Agreement (Care Professional)

This Care Professional Agreement (Agreement) sets forth the terms and conditions between Homage Japan K.K., a company incorporated under the laws of Japan with a registered office at 3-1-6 Motoazabu, Minato-ku, Tokyo, Japan 106-0046 (Homage Japan) and you whereby you, a service provider fully-licensed (to the extent required by applicable law) and qualified to provide the services contemplated by this Agreement (Care Pro or you), agree to provide certain services (as described at the Homage Services Page (Care Services) to third parties as either a service provider or an employee of such third parties as applicable, that may, from time to time, be referred to you via the web-based platform or mobile application of Homage Co. Pte. Ltd., a company incorporated under the laws of Singapore with a registered office at 12 Kallang Avenue, #03-19/20, Singapore 339511 (Homage Co.)(together with Homage Japan and any of Homage Co.’s affiliates, collectively referred to as Homage).  Your contact information, including mailing address, phone number and email address is located on your account profile page and is incorporated herein by reference. You are obligated to maintain this information and ensure it is current. 

  1. BACKGROUND.

1.1 What We Do.

Homage is the creator of a technology platform that creates a marketplace to connect potential clients, which may be individuals or institutions (Clients) with fully-licensed (to the extent required by applicable law) and qualified professionals, such as Care Pro, to provide Care Services.  Homage provides a web-based and mobile application-based portal (Homage Platform) through which Clients may arrange a variety of Care Services on behalf of themselves or others (Care Recipient), or through which Clients that are institutions (e.g., hospitals or other care facilities) (Institutional Clients) may request one-time, shift, short-term employment contract or other types of Care Services (Institutional Services). You understand and intend that you will provide the Care Services to Care Recipients as either a service provider or an employee of Clients as applicable for any purpose.  Homage’s role is limited to offering the technology platform as a source of referrals for Clients and Care Pros and facilitating payments from Clients to Care Pros. Homage and Care Pro acknowledge and agree that the Care Services will be performed in a designated location as requested by Clients.

1.2 The Homage Platform and Terms of Use.

By entering into this Agreement with Homage Japan, you hereby agree to be listed on Homage’s database of care professionals for the purpose of receiving Booking Requests (as defined below). Before receiving access to the Homage Platform, you must also review and agree to the Terms of Use and Privacy Policy of the Homage Platform, which are incorporated herein by reference and which you acknowledge that you have reviewed and accepted. To the extent the Terms of Use are inconsistent with this Agreement, this Agreement shall control. From time to time, in their sole and complete discretion, Clients will submit a request to Homage for Care Services, setting forth the detail of the Care Services required (Booking Request). Homage will review the Booking Requests and decide in its sole discretion whether Homage is able to assist with the Booking Request. If Homage is able to assist with the Booking Request, Homage will make such Booking Request available on the Homage Platform. If a Booking Request is relating to an employment contract, Homage will provide Care Pros with details relating to the Booking Request as required by applicable laws, including requested Care Services, location and booking time, including any additional requirements or commitments for Institutional Services. If a Booking Request is relating to a service contract, to the extent feasible, Homage will provide Care Pro with details relating to the Booking Request, including requested Care Services, location and booking time. Homage does not guarantee any minimum number of Booking Requests will be available to Care Pro at any point during the term of this Agreement.

Care Pro will have the opportunity to review Booking Requests on the Homage Platform and apply for Booking Requests (Application) as described herein. Care Pro has no obligation to apply for Booking Requests, however once Care Pro has submitted an Application for a Booking Request, Care Pro will be subject to Homage’s cancellation policy. Multiple Care Pros may submit an Application for a Booking Request. Once a Care Pro applies for a Booking Request, Homage will review the Application and determine Care Pro’s suitability. Once Homage confirms Care Pro for a Booking Request, the Homage Platform will confirm the Booking Request has been booked by the Care Pro (Booked Service) and notify Care Pro and Client, at which point, a contract (either of an employment contract or a service contract as applicable) is formed directly between Client and Care Pro for Care Pro to complete the Booked Service (Client – Care Pro Contract). For the avoidance of doubt, Booked Services are Care Services for which you have applied and Homage has approved you for a Booking Request. You hereby appoint Homage to be its disclosed agent for the purposes of entering into such a contract with Client for Care Services.  A notice of employment required under Labor Standards Act will be provided by Client to Care Pro promptly after the formation of an employment contract. You agree that your name, phone number, likeness, and other profile information may be provided or made available to Client by or on behalf of Homage after the Care Service is booked.

1.3 Background Checks.

Before receiving access to the Homage Platform, Care Pro must submit to and pass a background check through Homage’s background check provider. After receiving access to the Homage Platform, Homage may from time-to-time, in its reasonable discretion and in accordance with applicable law, conduct additional background checks on Care Pro through Homage’s background check provider. 

1.4 Requirements.

Prior to being able to accept Booking Requests, Care Pro agrees to provide Homage with the following information:

  • Contact details, including full legal name, address, date of birth, gender, telephone number, photograph, bank account details, credit card details and email address; 
  • A copy of his/her identity card (or, if Care Pro is a business or company, a copy of the identity card of each of its partners or directors and that of any sub-contractor, employee and/or assistants (Sub-Contractors) which Care Pro wishes to utilize in the provision of the Booked Services); 
  • A copy of the relevant up-to-date educational and professional certificates (for example, nursing or caregiver certificates, first aid certificates, etc.) of Care Pro; 
  • References of previous employer(s) and/or trainer(s) with whom Care Pro has worked, if so requested by Homage;
  • Language and country;
  • Timeslots during which Care Pro expects to be available for the provision of Care Services;
  • The scope of Care Services Care Pro is qualified and willing to provide; and 
  • Any other information reasonably requested by Homage.

Care Pro agrees to notify Homage immediately of any changes to the above information. Care Pro agrees to provide Homage with updates to the above information, including but not limited to copies of renewed licenses and certificates, as required by applicable law, rules or regulation. Failure to notify or provide such information to Homage shall entitle Homage to deactivate or deprioritize Care Pro’s access to Booking Requests and/or the Homage Platform. The information provided by Care Pro as set forth in this Section 1.4 is required by Homage to carry out its business and Homage shall process such information in accordance with the Personal Information Protection Act of Japan (“PIPA”). Care Pro hereby consents to the collection, use, disclosure, transfer and storage of its information for Homage to assess the suitability of Care Pro for the Homage Platform, recommend Care Pro for particular Booking Requests, conduct general marketing analysis and outreach with respect to Care Services, and improve internal business operations.     

To ensure the safety and security of Clients, Homage reserves the right in its absolute and sole discretion to reject, remove, or otherwise cease recommendation of any Care Pro or Sub-Contractors from the Homage Platform whom it deems unfit to provide Care Services.

  1. THE SERVICES.

2.1 Booking Requests.

Care Pro shall be eligible to apply for Booking Requests through the Homage Platform requesting any Care Services that Care Pro is qualified and fully-licensed (to the extent required by applicable law) to provide. In those jurisdictions where a license, permit, or certification is required to perform the Care Services, Care Pro shall, upon reasonable request, provide proof to Homage of all necessary, up-to-date licenses, permits and/or certifications before Care Pro provides any such Care Services under this Agreement.

To ensure that the Homage Platform remains a reliable source of referrals, once an Application is confirmed by Homage, Care Pro is contractually obligated to complete the Booked Service to the satisfaction of Client.  By applying for a Booking Request, Care Pro is deemed to have agreed to perform the Booked Service at the location, time(s) and dates as specified in the Booking Request, and Care Pro further agrees that the estimated amount of time to carry out the Care Services as specified in the Booking Request is an appropriate timeframe in which Care Pro can effectively and efficiently complete the Booked Services.  In order to apply for Booking Requests, Care Pro must possess a smartphone equipped with access to the Homage Platform (Compatible Mobile Device), subscribe to an appropriate data plan, and download Homage’s Care Pro mobile application (Mobile Application) onto the Compatible Mobile Device used by Care Pro.  All Applications for Booking Requests must be submitted through the Mobile Application.  Care Pro will record his or her time and provide Client summaries through the Mobile Application. 

Homage collects the latitude and longitude location (Location Coordinates) of the Compatible Mobile Device for a period of time prior to the scheduled start of a Booked Service for the purpose of confirming when Care Pro begins providing the Booked Service, and following the scheduled end of a Booked Service for the purpose of confirming that the Booked Service is completed. In addition, Homage may collect the Location Coordinates of the Compatible Mobile Device to verify Care Pro’s location at Care Recipient’s site.  Homage may also disclose Care Pro’s location information and contact information as required by applicable law, to authorized service providers, or when Homage believes that such disclosure is necessary to protect the rights, property, or safety of Homage, Homage Platform users, Clients, Care Recipients, or others. Homage has no right to collect or use GPS data for the purpose of controlling or monitoring the manner and means by which the Care Pro provides the Care Services contemplated by this Agreement, or the frequency with which the Care Pro uses the Homage Platform to apply for Booking Requests.  Homage retains Location Coordinates information to confirm that the Booked Services have been completed and retains de-identified Location Coordinates data indefinitely. By executing this Agreement, Care Pro agrees to the use and disclosure of Location Coordinates information as described above.

2.2 Provision of Care Services.

For Care Services other than Institutional Services, Care Pro is solely responsible for determining the manner and method of performing all Care Services under Client – Care Pro Contract. Care Pro may personally provide Care Services or permit Sub-Contractors approved by Homage to perform Care Services. 

For Care Services other than Institutional Services, Care Pro shall be, at all times while this Agreement is in effect, both under the terms of this Agreement and the service contract to be formed between Client and Care Pro through the Homage Platform, and free from supervision, control and direction by Homage or Client in the performance of the Care Services. Homage shall not control or have any right to control the manner or means by which Care Pro performs the Care Services, including but not limited to the Booking Requests that Care Pro accepts, or the manner in which Care Pro completes Booked Services. Homage has no obligation (but has the right) to inspect Care Pro’s work for quality purposes. 

For Institutional Services provided by Care Pro, Care Pro shall be, at all times while this Agreement is in effect, both under the terms of this Agreement and the employment contract to be formed between Institutional Client and Care Pro through the Homage Platform.

To the extent required by applicable law, Care Pro agrees to maintain a separate set of books or records reflecting all items of income and expense associated with operating his or her business.

Care Pro understands and agrees that Care Pro’s failure to complete a Booked Service in accordance with Client’s requirements as described through the Homage Platform constitutes a material breach of the Client – Care Pro Contract as well as this Agreement and may result in termination of this Agreement in accordance with Section 9. 

At this time, Care Pro will be covered by Homage’s general liability and malpractice insurance while providing Care Services under this Agreement.  This is subject to change at any time, provided that Homage will notify you in the event of any material change. 

2.3 Cancellations; Rescheduling; Late Arrival.

Care Pro may not cancel a Booked Service, and cancelling a Booked Service will result in cancellation fees (for the avoidance of doubt, only limited to the case of a service contract being formed between Client and Care Pro).  In the event Care Pro, upon more than twenty-four (24) hours’ notice, needs to reschedule a Booked Service, Care Pro may contact Homage and attempt to reschedule the Booked Service. In the event that Client declines to reschedule, and Care Pro is unable to perform the Booked Service as originally scheduled, Homage shall have the right to make the Booking Request available to other replacement professionals on the Homage Platform. Repeated cancellations and/or rescheduled Booked Services on short-notice by Care Pro may result in termination of this Agreement in accordance with Section 9 or deactivation or de-prioritization of Care Pro’s access to Booking Requests and/or the Homage Platform. Additionally, at Homage’s reasonable discretion, cancellation, rescheduling or late arrivals by the Care Pro may result in cancellation fees.

Care Pro agrees and acknowledges that in the event a Client cancels or reschedules a Booked Service, Homage shall not be liable for any damage or expense incurred by Care Pro in any manner, and Care Pro shall bear the risk of such cancellation or reschedule.

By accepting this Agreement, Care Pro authorizes Homage to withhold any cancellation fees (where applicable) as payment of liquidated damages from amounts payable to Care Pro.

2.4 Client Reviews.

Care Pro acknowledges that the Homage Platform is intended to refer Clients only to those Care Pros who maintain the highest standards of professionalism and quality of service. Care Pro acknowledges that Client may rate and review a Care Pro at the end of every booking. Care Pro agrees to maintain high standards of professionalism and service, including but not limited to maintaining appearance and grooming standards consistent with industry standard, and maintaining a Client rating at or above the minimum rating established by Homage for access to the Homage Platform, as modified from time to time. In the event a Care Pro’s aggregate rating falls below the applicable minimum rating, Homage reserves the right to deactivate or deprioritize the Care Pro’s access to Booking Requests and/or the Homage Platform. Homage agrees to provide Care Pro written notice of the minimum rating and any changes thereto. Care Pro may appeal such deactivation or deprioritization by Homage and provide proof of extenuating circumstances. Homage shall be entitled, in its sole discretion, to accept or reject any appeal.

2.5 Costs of Operation.

Care Pro may be eligible to seek reimbursement from Client for certain expenses incurred by Care Pro depending on the Client and terms and conditions of Care Services provided. If applicable, any reimbursement shall be paid by Client to Care Pro through Payment Agent (as defined below). 

2.6 Use of Voice, Image and Likeness.

Care Pro gives Homage permission to use any and all of Care Pro’s voice, image, likeness, and any ratings and reviews from Clients about Care Pro, with or without using Care Pro’s name, in connection with the products and/or services available through the Homage Platform, for the purposes of advertising and promoting such products and/or services and/or Homage, for the purposes of identifying Care Pro to Client, and/or for other purposes deemed appropriate by Homage in its reasonable discretion, except to the extent expressly prohibited by law. In addition to the foregoing, Care Pro may be required to submit an image for use by the Homage Platform to facilitate identifying Care Pro with Clients. Care Pro also represents and warrants the Care Pro owns the copyright of any image or likeness that the Care Pro provides to Homage. 

2.7 Call and SMS Data

Care Pro agrees that Homage may mask Care Pro’s phone number when Care Pro calls or exchanges text (SMS) messages with Clients and/or Care Recipients through the Mobile Application. To facilitate this process, Homage and its service provider may receive in real time and store call data, including the date and time of the call or text (SMS) message, the parties’ phone numbers, and the content of the text (SMS) messages. Care Pro consents to the masking process described above and to Homage’s use and disclosure of this call data for its legitimate business purposes. Care Pro also consents to Homage’s sending text (SMS) messages directly to Care Pro as described in the Terms of Use. Care Pro understands and agrees that Clients and/or Care Recipients may have access to Care Pro’s phone number outside of the Mobile Application.

  1. SERVICE FEES.

3.1 Booked Service Fees.

Fees payable by Client for the Booked Services after completion of the Booked Services under the Client – Care Pro Contract (Booked Services Fees) shall be paid by Client to Care Pro through Homage or a third-party payment agent that Homage engages from time to time (Payment Agent). Payment Agent will collect the Booked Service Fee from Client and will process payment as set forth below.

Care Pro agrees and acknowledges that Payment Agent is just an agent who transfers Booked Service Fees from Client to Care Pro on behalf of Client, and Payment Agent shall not be liable in any respect for failure or delay of payment of any Booked Services Fee. If, for any reason (attributable to Client, Homage, Care Pro or whatsoever), Booked Service Fees is not paid to Care Pro as supposed to be, Care Pro shall directly claim Client for any unpaid Booked Services Fee.     

All Booked Service Fees payable to Care Pro shall be paid by the Payment Agent (on behalf of Client) at the end of the applicable payment cycle following completion of the Care Services (Payment Cycle) into the bank account as specified by Care Pro. Payment cycle durations are subject to change at any time in Homage’s sole discretion to the extent permissible under applicable laws.

 

3.2 Brokerage Fees.

In case of a service contract being formed between Client and Care Pro (for avoidance of doubt, excluding case of an employment contract being formed between Client and Care Pro), a brokerage fee (Brokerage Fee) will be payable by Care Pro to Homage for the services that Homage provides to Care Pro hereunder. Once a Care Service is booked, the Brokerage Fees shall immediately be due and payable by Care Pro to Homage. Care Pro hereby irrevocably authorises and directs the Payment Agent to deduct the Brokerage Fee from the Booked Service Fee and to make payment of the Brokerage Fee to Homage. The deduction of the Brokerage Fee from the Booked Service Fee shall be made prior to the payment of the Booked Service Fee to Care Pro. Care Pro further acknowledges that Homage maintains the right to alter the Brokerage Fees payable by Care Pro or to include any other fees from time to time at its sole discretion provided that this does not affect the agreed fee to be paid to Care Pro for Care Services previously performed.    

Care Pro acknowledges and agrees that (a) Homage will not be liable for any Client’s failure to pay any Booked Service Fees due in connection with the completed Booked Services, and Care Pro agrees that it will not make any claim against Homage and its sole recourse is against Client, and (b) notwithstanding the failure by any Client to pay any Booked Service Fees, any Brokerage Fee that Homage is entitled to receive from the Booked Service shall remain due and payable to Homage by Care Pro.  

  1. CONFIDENTIALITY AND CLIENT PRIVACY.

Care Pro understands that in performing the Care Services, he or she will receive certain private and/or confidential information regarding Clients and will have access to their homes and personal belongings, and will also receive or have access to proprietary or confidential information relating to Homage, the Homage Platform, and our Services. Except upon order of government authority (e.g., Court, administrative agency) having jurisdiction, or upon written consent by Client or Homage as applicable, Care Pro agrees that he or she shall not use, publish, disseminate or disclose, for his or her own benefit or the benefit of any third party, any confidential information regarding Homage or Clients, including addresses, telephone numbers, financial information, training materials and/or operational details. Care Pro further agrees not to engage in any activity which violates the privacy of any Client, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of a Client or his or her homes or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. Care Pro acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

  1. RELATIONSHIP OF THE PARTIES. 

Care Pro is an independent contractor. Rather, Care Pro has entered into this Agreement for the purpose of having access to the Homage Platform, in exchange for which he/she complies with the obligations and covenants that he/she owes hereunder. This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Care Pro and Homage for any purpose. Care Pro and Homage may not make any express or implied agreements, warranties, guarantees, or representations, or incur any debt, in the name or on behalf of the other nor represent that Care Pro’s and Homage’s relationship is other than independent contractors. Care Pro understands that Care Pro will not be eligible to participate in any benefit plans offered to Homage’s employees, including, but not limited to, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by Homage to its employees. Care Pro shall be responsible for its own taxes, deductions, assessments, premiums and remittances to any relevant tax and other governmental authority in respect of any amount received under this Agreement. Care Pro shall be responsible for, and shall indemnify and hold Homage harmless for any claims, suits, or actions related to this provision, including any such claims brought by Care Pro or by any third party with respect to any claims for taxes or contributions, including penalties and interest.  

  1. REPRESENTATIONS AND WARRANTIES.

Care Pro represents and warrants to Homage that: (a) Care Pro has the legal right to provide the Care Services that are contemplated by this Agreement; (b) Care Pro is fully-licensed (to the extent required by applicable law) and authorized to provide the Care Services contemplated by this Agreement, and has the required skill, experience, and qualifications to perform the Care Services; and (c) Care Pro shall perform the Care Services in a professional and diligent manner in accordance with best industry standards for similar services, including the completion of all accepted Booking Requests referred to Care Pro that he/she opts to accept through the Homage Platform; and (d) Care Pro shall perform the Care Services in accordance with all applicable laws, rules and regulations, including, but not limited to, the PIPA.

Care Pro acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

  1. INDEMNIFICATION.

Care Pro shall defend, indemnify and hold harmless Homage and its affiliates and its officers, directors, employees, agents, successors, and assigns and any other entity that requests or is in any way involved in making available, arranging and/or facilitating services through the Homage Platform from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Care Pro’s acts or omissions; (b) Care Pro’s breach of any representation, warranty, or obligation under this Agreement; and (c) Care Pro’s breach of Section 4 of this Agreement.

The Care Services that Care Pro provides pursuant to this Agreement are fully and entirely Care Pro’s responsibility. Homage is not responsible or liable for the actions or inactions of a Client or other third party in relation to the Care Services provided by Care Pro. Care Pro understands, therefore, that by using the Homage Platform, Care Pro will be introduced to third parties in relation to whom Homage has not conducted any background or reference checking, that may be potentially dangerous, and that Care Pro uses the Homage Platform at his/her own risk.

  1. INTELLECTUAL PROPERTY.

Care Pro will not use Homage’s intellectual property without the prior written consent of Homage, and shall not authorize any third parties to use any of Homage’s intellectual property. Nothing in this Agreement will give Care Pro any rights in respect of any of the intellectual property or the goodwill associated with Homage or its business.  Any content or information that Care Pro creates on behalf of Homage, including Care Reports, is owned by Homage.  

  1. TERM; TERMINATION.

9.1 Term.

This Agreement shall be effective as of the date it is executed by Care Pro and shall remain in effect unless and until terminated as set forth in this Section 9 (the Term). Care Pro understands that Homage may temporarily deactivate Care Pro’s profile on Homage Platform in the event that Care Pro is inactive on the Homage Platform for a period of 28 days or more, as modified from time to time. In such circumstances, Homage shall reactivate Care Pro’s profile upon request from Care Pro.

The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement guarantees Care Pro the right to choose when to make himself or herself available and each Booked Service referred and accepted is treated as a separate service arrangement.

9.2 Termination.

(a) Homage and Care Pro may terminate this Agreement, effective immediately upon written notice to the other party, in the event that other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, misconduct, Care Pro’s repeated failure to complete a Booked Service to Client’s satisfaction, failure to meet the applicable minimum rating, or if a Care Pro cancels or reschedules two (2) or more Booked Services on less than 2 hours’ notice prior to the applicable start time within any twenty-eight (28) day period.

In the event there is a dispute whether Homage or Care Pro materially breached the Agreement, and it cannot be resolved by informal negotiations, the parties agree that any dispute between the parties as to the foregoing shall be subject to the dispute resolution pursuant to Section 12.2 below.

(b) In addition to the foregoing, either party may terminate the Agreement for any reason upon fifteen (15) days’ written notice to the other party.

9.3 Care Pro’s Obligations Upon Termination.

Upon termination of this Agreement for any reason, Care Pro shall: (a) complete any outstanding Booked Services (Outstanding Jobs); (b) return to Homage any confidential information or other property belonging to Homage; (c) cease all further use of the Homage Platform except as required to complete any Outstanding Jobs; and (d) certify in writing to Homage that Care Pro has complied with the requirements of this Section.

9.4 Homage’s Obligations Upon Termination.

Upon termination of this Agreement: (a) if the termination is effected by Homage, Homage or Payment Agent (as applicable) as a payment agent of Client shall pay to Care Pro any outstanding earned Booked Service Fees; or (b) if the termination is effected by Care Pro, Homage or Payment Agent (as applicable) as a payment agent of Client shall pay to Care Pro any outstanding earned Booked Service Fees at the end of the applicable payment cycle following completion of the Care Services. In either event, Homage or Payment Agent (as applicable) as a payment agent of Client shall pay Booked Service Fees for any Outstanding Jobs as soon as practicable after Care Pro has completed the Outstanding Jobs.

9.5 Surviving Provisions.

The terms and conditions of this Section 9.5 and Sections 5, 6, 7, 9.3, 9.4, 10, 11, and 12 (including, but not limited to, Section 12.2) shall survive the expiration or termination of this Agreement.

  1. OTHER BUSINESS ACTIVITIES.

Care Pro may be engaged or employed in any other business, trade, profession, or other activity, including providing services to customers booked through means other than the Homage Platform, including other web-based portals, provided that Care Pro shall not promote, offer, or otherwise sell or attempt to sell additional, similar, or any other services to Client and or Care Recipient outside of the Homage Platform, without Homage’s prior consent. Notwithstanding the foregoing, Care Pro agrees not to affirmatively solicit work from and/or provide services to and/or become employed by a Client (including an Institutional Client) originally referred through the Homage Platform through any means other than the Homage Platform for a period of six (6) months following Care Pro’s initial engagement by Client, unless Care Pro has obtained the prior written consent of Homage. If Care Pro fails to comply with this Section 10, Care Pro shall pay to Homage a referral fee in the same amount as the cancellation fee as set forth in Section 2.3 (for avoidance of doubt, only limited to the case of a service contract being formed between Client and Care Pro), and Homage may terminate this Agreement and deactivate and or deprioritize Care Pro’s access to Booking Requests and/or the Homage Platform.

 

The restriction set out in this Section 10 is considered by the parties to be reasonable and necessary to protect Homage’s legitimate interests. While the restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if for any reason, any one or more of such restrictions shall either taken by itself or themselves together be adjudged to go beyond what is reasonable in all the circumstances for the protection of Homage’s legitimate interests, the restrictions shall be effected to the fullest extent permissible under applicable law. If any provision or part of a provision of this Agreement including this Section 10 is held or found to be void, invalid or otherwise unenforceable, it shall be deemed that all other provisions of this Agreement shall remain in full force and effect.

  1. ASSIGNMENT.

Care Pro may not assign or otherwise transfer its rights and obligations under this Agreement, absent written authorization by Homage. Homage may freely assign its rights and obligations under this Agreement at any time. This Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.

  1. DISPUTE RESOLUTION; GOVERNING LAW.

12.1 Informal Negotiations.

To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between Care Pro and Homage, Care Pro and Homage agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any proceeding under Section 12.2. Such informal negotiations will commence upon written notice. Care Pro’s address for such notices is the address provided by Care Pro to Homage. 

12.2 Dispute Resolution Provision.

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 the exclusive jurisdiction of Tokyo District Court for the first instance. Notwithstanding anything to the contrary in this Agreement, any party may at any time without regard to any notice periods required by the provisions hereof, and as often as is necessary or appropriate, seek any injunctive relief or measures, or any interlocutory, provisional or interim relief or measures, from any court of competent jurisdiction. 

12.3 Governing Law.

This Agreement shall be governed and interpreted pursuant to the laws of Japan, notwithstanding any principles of conflicts of law.

12.4 Language.

This Agreement is executed in the English language. Any Japanese translation will be for reference purposes only and in the event of any conflict between the English text of this Agreement and the Japanese text, the English text of this Agreement shall govern and control.

  1. MODIFICATION.

Care Pro hereby expressly acknowledges and agrees that, by using or receiving access to the Homage Platform, Care Pro and Homage are bound by the then-current version of this Agreement, including any supplements to this Agreement or documents incorporated herein. Care Pro shall be bound by modifications to this Agreement only upon Care Pro’s electronically signing any modifications or supplements.

  1. MISCELLANEOUS.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a Notice) shall be in writing and addressed to Homage at the address set forth on the first page of this Agreement and to Care Pro at the address set forth in his/her account.  The parties agree that Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), electronic mail (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). This Agreement, together with any other documents incorporated herein by reference, and related exhibits, schedules, and addenda (if any) constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, by the party or parties waiving compliance. Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. This Agreement may be executed in multiple counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. Headings appear solely for convenience of reference. Such headings are not part of this Agreement and shall not be used to construe it.

This Agreement may not be amended, by implication or otherwise, by any marketing material contained on Homage’s website or the Homage Platform.

Homage Japan and Care Pro agrees and acknowledges that Homage Japan or any of Homage’s affiliates will not engage in any or all part of the employment placement as defined under the Employment Security Act unless Homage Japan or any of Homage’s affiliates has obtained and maintained the applicable license under the Employment Security Act. 

Care Owner Cancellations Policy

VISITS THAT ARE NOT YET ASSIGNED

  • Changing or cancelling visits before a Care Professional has been assigned is free of charge.

CHANGES

  • For a visit that is extended at any time, there is no change fee.
  • For a visit that is assigned to a Care Professional, if the visit requirements are changed and the original Care Professional can still perform the visit, there is no change fee.
  • For a visit that was assigned to a Care Professional, but was changed and hence requires a different Care Professional to be assigned, if the change is requested within 7 days of the visit start time, but more than 24 hours before the visit start time, the change fee is  ¥ 1,200.
  • For a visit that was assigned to a Care Professional, but the visit duration is reduced within 7 days of the visit start time, but more than 24 hours before the visit start time, the change fee is ¥ 1,200.
  • For a visit that was assigned to a Care Professional and the visit requirements are changed (excluding a reduction of visit duration) within 24 hours of the visit start time, hence requiring a different Care Professional to be assigned, the late change fee is ¥ 2,000.
  • For a visit that was assigned to a Care Professional and the visit duration is reduced, if the reduction of visit hours is requested within 24 hours before the visit start time, the change fee for late reduction of hours is 100% of the reduced hours, inclusive of applicable surcharges.
  • If multiple changes are made, multiple change fees will be charged.
  • Homage may waive change fees under extenuating circumstances or at Homage’s discretion.
  • Homage will have the final say in all disputes.

CANCELLATIONS

  • For visits that have a Care Professional assigned, if the cancellation takes place within the period 7 days before the visit start time up to 24 hours before the visit start time, the cancellation fee is ¥ 2,000.
  • For visits that have a Care Professional assigned, if the cancellation takes place within 24 hours of the visit start time, the cancellation fee is 100% of the total visit service fees, inclusive of all applicable surcharges on the original visit.
  • When multiple visits are cancelled at the same time, the maximum cancellation fee is 100% of all visit hours within 24 hours of the cancellation time. No additional cancellation fees will be charged on visits that were scheduled to start later than 24 hours after the cancellation.
  • Homage may waive cancellation fees under extenuating circumstances or at Homage’s discretion.
  • Homage will have the final say in all disputes.

Care Professional Policies

1. Cancellation Policy

Cancellations

  • Canceling a visit within 1 day to 7 days before the visit start time will incur a cancellation fee of ¥ 1,000.
  • Cancelling a visit within 24 hours of the visit start time or after the visit start time has passed will incur a late cancellation fee of ¥ 2,400.
  • A cancellation fee is chargeable for each visit. Multiple cancellations will incur multiple cancellation fees.
  • Homage may waive cancellation fees under extenuating circumstances or at Homage’s discretion.
  • To be eligible for a cancellation fee waiver due to illness, supporting documents must be submitted within 48 hours of the cancellation to [email protected]

No Shows

  • Failing to turn up for a visit will incur a no show fee of ¥ 2,400.
  • Homage may waive no show fees under extenuating circumstances or at Homage’s discretion.

Late Fees

  • Clocking in 10 minutes or more after the visit start time will incur a late fee of ¥ 500.
  • Homage may waive late fees under extenuating circumstances or at Homage’s discretion.

Care Owner Cancellations

  • If you are assigned to a visit but the visit is cancelled within 24 hours of the visit start time, you will receive one hour’s service fees.

2. Reimbursement Policy

Care Pros may submit claims for out-of-pocket expenses purchased on behalf of Care Recipients’ families. Items must relate to the care visits, including but not limited to meals purchased where meal arrangement is required, transportation during medical escort services, etc.

Only claims submitted within 24 hours after each visit will be processed. All CarePro claims must be accompanied with photographic proof of purchase.