Terms of Service

Last updated: 2023-03-11

This Agreement contains the terms and conditions that apply to your use of our Services and is an agreement between you or the entity you represent (“you” or “your”) and YourFirstDevJob (also referred to as “we,” “us,” or “our”). If you are entering into this Agreement for an entity, you represent to us that you have legal authority to bind that entity. See Section 16 (“Definitions”) for definitions of certain capitalized terms used in this Agreement.

This Agreement takes effect (the “Effective Date”) when you are presented with these terms and you indicate your acceptance of them (such as by clicking an ‘I Agree’ or similarly labeled button or checkbox, or otherwise); or, if earlier than the foregoing, when you use any of our Services.

1. Services

1.1 Changes. Any changes in Services to be provided, such as deliverables and fees, must be approved by the prior written consent of both parties.

2. Disclaimer

All Services are provided “as-is”. Except to the extent prohibited by law, we disclaim any and all warranties, whether express, implied, statutory, or otherwise, including but not limited to any warranties of merchantability, noninfringement, fitness for a particular purpose, suitability, completeness, results to be derived from the Services, that the Services will be free of defects, or that any data will be secure or not otherwise lost or altered.

3. Confidentiality

Each party agrees to maintain, in the strictest confidence, all Confidential Information of the other party. In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information. The obligations of this Section 3 (“Confidentiality”) shall survive termination of this Agreement for a period of 3 years.

4. Intellectual Property

We retain ownership of all Intellectual Property developed pursuant to or relating to this Agreement.

5. Relationship of Parties

We and you are independent contractors; nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between you and us. Neither party is authorized to act as agent or bind the other party.

6. Term; Termination

6.1 Term. This Agreement is effective from the Effective Date and continues until terminated by you or us.

6.2 Termination. Either party may terminate this Agreement at any time upon 14 days written notice. Either party may also terminate the Agreement at their discretion by providing written notice if: (a) the other party commits a breach of this Agreement and does not cure the breach within 5 days of written notice of such breach, or (b) the other party has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of their assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. If you subsequently use our Services again, you are again consenting to this Agreement.

6.3 Effects of Termination. Upon termination, you agree to pay us any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments.

6.4 Accrued Rights and Obligations. Any termination of this Agreement will not adversely affect any rights or obligations that may have accrued to either party before the date of termination.

6.5 Survival. All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement, including without limitation Sections 2 (“Disclaimer”), 3 (“Confidentiality”), 4 (“Intellectual Property”), 5 (“Relationship of Parties”), 6.3 (“Effects of Termination”), 6.4 (“Accrued Rights and Obligations”). 6.5 (“Survival”), 7 (“Payment”), 8 (“Indemnification”), 9 (“Limitation of Liability”), 10 (“Force Majeure”), 11 (“Governing Law; Dispute Resolution”), 12 (“Notices”), 14 (“Miscellaneous”), and 15 (“Entire Agreement”); and any related terms in this Agreement.

7. Payment

7.1 General. We will invoice you on the last day of each month for any sums due for Services provided that month. Payment is due no later than the 7th of the subsequent month. Payment must be made using one of the payment methods we support. Unless explicitly provided otherwise, all payment obligations are non-cancelable and fees paid are non-refundable.

7.2 Overdue Payments. In the case of overdue payments, we reserve the right to suspend the provision of our Services to you until payment is received. We may elect to charge you a late payment fee of 1.5% per month (or the highest rate permitted by law, if less) on any overdue and unpaid balance not in dispute. Our acceptance of such service charges does not waive our rights to any remedies for your breach of this Agreement.

8. Indemnification

You agree to indemnify, defend and hold harmless us from and against any and all third party claims, actions, damages, liabilities, costs and expenses arising out of or as a result of or relating to Services provided under this Agreement.

9. Limitation of Liability

To the maximum extent allowable by law, we shall not be liable to you for any incidental, consequential, indirect, special, punitive or exemplary damages (including damages for lost profit, revenues, customers, opportunities, goodwill, use, or data) arising out of, in connection with, or relating to this Agreement or our Services, even if such damages are foreseeable, and whether or not you or we have been advised of the possibility of such damages, and regardless of the cause of action, whether sounding in contract, tort, breach of warranty or otherwise. To the maximum extent allowable by law, our aggregate liability under this Agreement shall in no event exceed the aggregate compensation paid by you to us under this Agreement during the six (6) months preceding the date of the event that is the basis for the first claim.

10. Force Majeure

We will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, earthquake, storms or other elements of nature, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

11. Governing Law; Dispute Resolution

11.1 General. This agreement is governed by the laws of Japan, without regard to conflict of law principles. Each party submits to the exclusive jurisdiction of the Osaka District Court.

11.2 Time Limitation. No claim or action (regardless of form) relating to this Agreement shall be brought against us more than one (1) year after the cause of claim or action arises.

12. Notices

Any notices to either party made pursuant to this Agreement may be made and sent via email to the other party’s designated email address. Notices sent by email shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.

13. Modifications

We may modify the terms of this Agreement at any time, solely with prospective effect, by providing you notice of the modifications and their effective date; and by continuing to use our Services after that effective date you agree to be bound by the modified terms.

14. Miscellaneous

14.1 Construction. The section and subsection headings used in this Agreement are for convenience only and will not be used in interpreting this Agreement. No provision of this Agreement will be construed against any party on the basis of that party being the drafter.

14.2 No Waivers. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

14.3 Novation. We may novate this Agreement, without your consent, to an affiliate.

14.4 Severability. In the event that any provision of this Agreement will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.

14.5 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

15. Entire Agreement

This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and us regarding the subject matter of this Agreement. Except where expressly stated otherwise in a writing executed between you and us, this Agreement will prevail over any conflicting policy or agreement.

16. Definitions

“YourFirstDevJob” means the owners and operators of this website, the providers of the Services advertised on this website, and their agents.

“Intellectual Property” means any form of intellectual property, including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and other materials that we conceive or develop in connection with providing Services to you, including all materials incorporated therein.

“Confidential Information” means all (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”.

“Affiliate” means any entity that we control or own a controlling interest in.

“Services” means any product or service provided by us under this Agreement.