Job Seeker Service Agreement

This is a legal service agreement ("Agreement") between Zergsoft, a Corporation having its principal place of business in Nagoya, Japan (“Zergsoft”) having websites findjobsinjapan.com and findjobsinjapan.jp (“Websites”) and you, a person seeking employment (“Job Seeker”) from Business Owners (“Business Owners”), who agrees to the terms of this Agreement by clicking the "I AGREE" checkbox on the User Registration form.

The following are the terms and conditions for use of the Zergsoft’s services (including but not limited to, use of the Websites and any other related services).  The terms and conditions also apply to any new services which may be offered by Zergsoft in the future. The Zergsoft service is offered to Job Seeker conditioned on Job Seeker’s acceptance without any modification to the terms and conditions contained in this Agreement. If Job Seeker does not accept the terms and conditions contained in the Agreement in their entirety, Job Seeker is not authorized to use these Websites.

Each of the parties hereto represents that this Agreement has been carefully read by it and that it knows and understands the contents hereof. Each of the parties has had the opportunity to receive independent legal advice from attorneys of its choice with respect to the preparation, review and advisability of executing this Agreement. By clicking “I AGREE” you acknowledge that you have read and understand the Agreement.

1. RELATIONSHIP OF PARTIES Job Seeker’s relationship and correspondence with Business Owners on the Websites, including the delivery and negotiation of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between Job Seekers and the Business Owners. Job Seeker agrees not to hold Zergsoft liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such users of the Websites.

2. OWNERSHIP

   The Websites and all intellectual property rights related to the Websites, including but not limited to copyrights, trademarks, service marks and any feedback left by users on the Websites, are owned or licensed by Zergsoft, and all rights, titles and interest in the Websites and the related rights remain the property of Zergsoft. Job Seeker may not reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the Websites or any related property, including services provided via the Websites.

3. ASSIGNMENT
   Job Seeker shall not sell, transfer, or assign this Agreement without the prior written consent of Zergsoft.  Any unauthorized transfer or assignment shall be null and void. Any such assignment shall not relieve Job Seeker of their obligations under this Agreement.  Zergsoft has the right to transfer or assign this Agreement to any other person or entity without Job Seeker’s consent.

4. PROTECTION OF COPYRIGHTS AND TRADEMARKS

   The Websites contains trademarks and other material furnished by Zergsoft, its licensors, and its users. Job Seeker should assume that everything they see or read in publicly viewable areas of the Websites that was not furnished or received by Job Seeker (such as images, photographs, illustrations, text and other materials) ("Websites Content") is Copyrighted unless otherwise noted. Job Seeker may not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any of the Websites Content in any way for any public or commercial purpose without prior written consent of Zergsoft. Job Seeker may not use the Websites Content for any purpose except Job Seeker’s own personal viewing and hiring purposes.

5. ACCEPTABLE USE POLICY

   As consideration for use of the Websites pursuant to this Agreement, Job Seeker agrees to the following stipulations relating to acceptable use of the Websites.  Job Seeker agrees not to use the Websites to:

   1. Intentionally or unintentionally violate any local, provincial, national or international law, or regulations having the force of law.
   2. Impersonate any person or entity, including, but not limited to, a Zergsoft official or employee, Business Owner, or Job Seekers, or falsely state or otherwise misrepresent Business Owner’s material information;
   3. Employ misleading e-mail addresses or falsify information in the header, footer, return path or any part of any communication, including e-mails, transmitted through the Websites
   4. Upload, post, e-mail, otherwise transmit or post links to any content that Business Owner does not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under Nondisclosure Agreements);
   5. Upload, post, e-mail or otherwise transmit or post links to any content that facilitates hacking;
   6. Upload, post, e-mail, otherwise transmit or post links to any content that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party or contributing to inducing or facilitating such infringement.
   7. Upload, post, e-mail, otherwise transmit or post links to any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes" or any other form of solicitation, except in those areas that are designated for such purposes;
   8. Upload, post, e-mail, otherwise transmit or post links to any material that contains software viruses, worms, trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Websites;
   9. Upload, post, e-mail, otherwise transmit or post links to any content, or select any member or user name or e-mail address, that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful or racially, sexually, ethnically or otherwise objectionable;
   10. Upload, post, e-mail, otherwise transmit or post links to any content that promotes illegal activity, including without limitation the provision of instructions for illegal activity;
   11. Collect or store personally identifying information about other users for commercial or unlawful purposes; and/or
   12. Upload, post, e-mail or otherwise transmit or post links to any material, or act in any manner that is offensive to these stipulations of acceptable use.

6. TERMINATION FOR IMPROPER USE

   Infractions of this Agreement or the acceptable use policies set forth in this Agreement by Job Seeker can result in immediate termination of Job Seeker’s accounts. 

7. MODIFICATION OF SERVICE

   Zergsoft reserves the right to modify, add, or remove all services and features of the Websites at any time.  It is Job Seeker’s responsibility to periodically review any updates to this Agreement to determine if any modifications affect Job Seeker. 

8. INDEMNIFICATION

   1. Job Seeker will indemnify and hold harmless, and upon Zergsoft request, defend, Zergsoft and its employees, agents, and owners from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of a claim by a third party by reason of a breach or alleged breach of any warranty, representation, covenant or obligation of Job Seeker under this Agreement. Job Seeker will reimburse Zergsoft and its affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this section. Zergsoft shall promptly notify Job Seeker of any such claim, and Job Seeker may assume control of the defense of such claim. Zergsoft shall have the rights, at its expense, to participate in the defense thereof under Zergsoft direction. If in the exercise of Zergsoft ‘s reasonable discretion, Zergsoft should determine that Job Seeker’s defense of any action or claim is not adequate, Zergsoft shall have the right to assume the control of the defense thereof, at Job Seeker’s expense, provided that Job Seeker shall have the right to participate in such defense at Job Seeker’s expense. Neither party may settle any claim for which the other party may be liable without the written consent of the other party.
   2. EXCEPT PURSUANT TO AN EXPRESS INDEMNITY OBLIGATION, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY.

9. GOVERNING LAW

   This Agreement shall be governed by and construed in accordance with the laws of Japan, applicable to agreements made and to be performed wholly therein without regard to its conflicts of law rules. Any cause of action or claim by Job Seeker must be brought within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. Zergsoft’s failure to insist upon or enforce strict performance of any provision of this Agreement is not a waiver of any provision or right.

   If a dispute arises out of, or relates to, this Agreement or the subject matter of this Agreement, either party may submit the dispute to a sole mediator selected by the parties or, at any time prior to selection of a sole mediator, to mediation by the Japan Commercial Arbitration Association (JCAA). If not thus resolved, it shall be referred to a sole arbitrator selected by the parties or to the (JCCA) for arbitration. The arbitration shall be governed by the Japanese Arbitration Law (Law No. 138 of 2003; enforced on 1 March 2004) and shall be conducted in the City of Nagoya, and judgment on the award may be entered by any court having jurisdiction. The arbitrator shall not limit, expand or modify the terms of the Agreement nor award damages in excess of compensatory damages, and each party waives any claim to excess damages. A request by a party to a court for interim protection shall not affect either party's obligation hereunder to mediate and arbitrate. Each party shall bear its own expenses and an equal share of all cost and fees of the mediation and/or arbitration. Any arbitrator selected shall be competent in the legal and technical aspects of the subject matter of this Agreement. The content and result of mediation and/or arbitration shall be held in confidence by all participants.

10. ATTORNEY FEES AND COSTS

    If any action is brought by Job Seeker against Zergsoft under this Agreement, and Zergsoft prevails, Zergsoft shall be entitled to recover from Job Seeker its actual costs and reasonable attorney fees and all other litigation costs, including expert witness fees, and all actual attorney fees and litigation costs incurred in connection with the enforcement of a judgment arising from such action or proceeding.  The provisions of the preceding sentence shall be severable from the provisions of this Agreement and shall survive the entry of any such judgment.

11. PRIVACY AND CONFIDENTIALITY

    1. Job Seeker’s use of the Websites and the services provided therein is governed by the terms of this Agreement and the Zergsoft Privacy Policy, which is incorporated in its entirety by reference into this Agreement. The Privacy Policy is posted on the Websites and may be updated or revised from time to time. If at any time Job Seeker is not in compliance with the Privacy Policy, Zergsoft has the right to terminate Job Seeker’s rights of use and access to the website and to terminate this Agreement.
    2. Zergsoft may be required by law to disclose information to government authorities, law enforcement agencies or third parties, upon subpoena, and Job Seeker authorizes the disclosure of information, as necessary or appropriate.
    3. Any Login Identification (Login Name) and password, and any authorization codes or similar verification identifiers should be maintained by Job Seeker as confidential and should not be disclosed to third parties. It is Job Seeker’s responsibility to change their Login Name and password and/or authorization codes, if it becomes necessary, through the "My Account" section of the Websites.
    4. You agree to provide current, complete, and accurate Registration Data at the time you register and you will update your Registration Data as necessary to keep it current, complete and accurate.
    5. If you decide to add your profile to our resume bank — which companies use to find and invite candidates — companies can only send you an email through our secure system, leaving your personal details unseen. Your name, address, telephone number, and the name of your current company remain strictly confidential.

12. WARRANTIES

    1. Job Seeker represents and warrants that:
       1. Job Seeker has the right and authority to enter into this Agreement and agreements with Job Seekers, that it owns or controls all of the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions to Zergsoft shall not violate or infringe on the rights of any third party;
       2. All information the Job Seeker provides is true, accurate and complete; and
       3. They shall not act in any manner which conflicts or interferes with any existing commitment or obligation of Job Seeker, and no agreement previously entered into by Job Seeker will interfere with Job Seeker’s performance of its obligations under this Agreement.
    2. Zergsoft represents and warrants that:
       1. Zergsoft has all necessary authorization, corporate and otherwise, to enter into this Agreement and to fully perform the terms hereof;
       2. While Zergsoft makes reasonable efforts to provide its services without errors or inaccuracies on the website, no representations are made as to the accuracy, completeness, error free nature of services/material on the website, or timeliness of those materials/services, and Job Seeker should not rely upon it;
       3. The services provided by Zergsoft are "AS IS.”  ZERGSOFT DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITATED TO, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR THE SERVICES PROVIDED BY ZERGSOFT UNDER THIS AGREEMENT; and
       4. ZERGSOFT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE RELIABILITY, IDENTITY, OR QUALITY OF ANY USER OR THIRD PARTY THE JOB SEEKER MAY ENCOUNTER ON ZERGSOFT’S WEBSITE, NOR DOES ZERGSOFT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OF ANY POSTINGS MADE ON THE WEBSITE BY ANY USER.

13. LIMITATION OF LIABILITY

    1. JOB SEEKER AGREES TO USE THIS WEBSITE, ANY OR ALL OF ZERGSOFT’S SERVICES PROVIDED ON IT, OR LINKS FROM ZERGSOFT’S WEBSITE AT JOB SEEKER’S OWN RISK.  ZERGSOFT IS NOT RESPONSIBLE FOR ANY LOSS WHATSOEVER THAT JOB SEEKER MAY INCUR BY USING ZERGSOFT’S SERVICE OR WEBSITE.
    2. UNDER NO CIRCUMSTANCES, SHALL ZERGSOFT OR ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING OR PROVIDING ZERGSOFT SERVICES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES OR LOST PROFITS OR DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE ZERGSOFT SERVICES, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO ZERGSOFT RECORDS, PROGRAMS OR SERVICES, OR LOSSES OR DAMAGES INCURRED BY JOB SEEKER FROM VISITING THIRD PARTY WEBSITES THAT JOB SEEKER MAY ACCESS THROUGH THE ZERGSOFT WEBSITE, EVEN IF ZERGSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES. 
    3. If because of: act of God, inevitable accident, fire, lockout, strike or other labor dispute, riot or civil commotion, act of public enemy, enactment, rule, order or act of any government or governmental instrumentality (whether federal, state, local or foreign), failure of technical facilities, failure or delay of transportation facilities, shortage of raw materials, or other cause of a similar or different nature not reasonably within Zergsoft‘s or Job Seeker’s control, as applicable (a "Force Majeure Event"), either party hereto is materially hampered in the performance of its obligations under this Agreement or its normal business operations are delayed or become impossible or commercially impracticable; then, without limiting such party's rights, the party affected by such Force Majeure Event shall have the option, by giving the other party notice, to suspend its obligations hereunder for the duration of any such contingency.

14. JOB SEEKER’S RESPONSIBILITIES WITH THE WEBSITES

    1. Job Seeker is solely responsible for their information posted on the Websites, including but not limited to any posting or listing in any public message area or through email with and to the Business Owners.  Job Seeker grants Zergsoft a non-exclusive, full, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to information Job Seeker posts on the findjobsinjapan.com and findjobsinjapan.jp websites.  ZERGSOFT DOES NOT ENDORSE ANY INFORMATION POSTED BY USERS AND ZERGSOFT IS NOT LIABLE FOR ANY INFORMATION POSTED BY USERS, INCLUDING BUT NOT LIMITED TO INFORMATION OR OPINIONS POSTED ABOUT JOB SEEKER. Zergsoft does not control the information that is made available through the Websites.  Information may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled. Information on the Websites is provided "AS IS.”
    2. The Websites provides links to other websites as part of the services and content on these Websites. The links include those submitted by the users of the website. These links will allow Job Seeker to leave the Websites. Any non- Zergsoft website is independent from Zergsoft. Zergsoft is NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT ON THESE EXTERNAL WEBSITES. Job Seeker understands and agrees that by providing a link to a website, ZERGSOFT DOES NOT ENDORSE OR ACCEPT ANY RESPONSIBILITY for the content, or the use of such sites. Job Seeker also understands that it is solely their responsibility to make sure that any website Job Seeker may access through the Websites or services is free from any content of destructive nature including but not limited to robots, viruses, trojan horses, time bombs, trapdoors and worms.  Zergsoft is not responsible or liable for any material or transmission that Job Seeker may receive (both electronic and non-electronic) from any of these other websites. ZERGSOFT WILL IN NO EVENT BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR USE OF ANY HYPER LINKED WEBSITE, INCLUDING WITHOUT LIMITATION, LOSS OF ANY DATA OR OTHER PROGRAMS, ANY LOST PROFITS, ANY LOST BUSINESS OR LOSS OF ANY OTHER NATURE WHATESOEVER, EVEN IF ZERGSOFT IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

15. ENTIRE AGREEMENT

    This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior and contemporaneous, oral or written representations, communications, understandings and agreements between the parties with respect to the subject matter hereof, all of which representations, communications, understandings and agreements are hereby canceled to the extent that are not specifically merged herein. The parties acknowledge and agree that neither of the parties is entering into this Agreement on the basis of any representations or promises not expressly contained herein.