Terms and Agreements

This User Agreement is effective as of November 1, 2009. Your continued use of the Site after such time will signify your acceptance of this User Agreement.

Welcome to Jexpert. This Agreement is brought to you by Double R Group Co., Ltd. Please review carefully the terms and conditions set forth below before using the Jexpert.jp web site. The terms "You", "Your", "User", or "Users" refer to anyone accessing our services or web site for any reason. The terms "We", "Us", or "Our" refer to Jexpert.jp. The Jexpert.jp web site is offered to you conditioned on your acceptance of the terms, conditions, restrictions and notices contained herein. Jexpert.jp may amend or modify these terms and conditions without notice, effective immediately, by updating this posting. Your use of the Jexpert.jp web site constitutes your agreement to all such terms, conditions, restrictions and notices. Note: For purposes of this agreement, Users are classified as Clients, Buyers, Experts, Professionals, Experts or Jexperts, respectively. This agreement is effective on Nov 01, 2009 for all users.

SITE SERVICES

Jexpert makes the Site available as an online venue where clients for professional services (“Client(s)”) and experts of professional services (“Expert(s)”) identify each other and work together online to complete, invoice, and pay for projects (“Projects”). The Site contains features that enable Clients and Experts to do, among other things, the following: Clients: Post Projects and Requests for Proposals /Bids, identify, interview, negotiate contract terms, hire, manage engagements, rate and pay experts. Experts: Create profiles, advertise capabilities, submit proposals / bids, interview, negotiate contract terms, get hired, manage engagements, invoice, get rated and receive payment from Clients.

RELATIONSHIP BETWEEN CLIENTS AND EXPERTS

Member Contract

The dealing, contracting and fulfillment of a Project are between a Client and a Expert. Upon Client’s award and Expert’s acceptance of a Project on the Site, Client agrees to purchase, and Expert agrees to deliver, the Expert Services in accordance with the following agreements (collectively, the “Member Contract”): (1) the Terms of Service; (2) the Project terms as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms (defined below); (3) any other contractual provisions accepted by both Client and Expert and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms (defined below); and (4) the Services Agreement.

The provisions of the Services Agreement may be modified by Project terms awarded and accepted on the Site or other contractual provisions accepted by both Client and Expert and uploaded to the Site. However, the other provisions of the Terms of Service besides the Services Agreement (the “Mandatory Terms”) may not be modified.

Conflicts in the Member Contract shall be resolved in the following order of precedence: (1) the Mandatory Terms; (2) the Project terms, as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms; (3) any other contractual provisions accepted by both Client and Expert and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms; and (4) the Services Agreement. Notwithstanding anything to the contrary, Client and Expert both agree not to enter into any contractual provisions or Project terms in conflict with the Mandatory Terms. Any part of the Member Contract that conflicts with or modifies the Mandatory Terms shall be null and void while the other parts of the Member Contract shall remain valid and binding.

Client is responsible for managing, inspecting, accepting and paying for satisfactory Expert Services in accordance with the Member Contract in a timely manner. Expert is responsible for the performance and quality of the Expert Services in accordance with the Member Contract in a timely manner and professional manner, consistent with industry practice, at a location, place and time that Expert deems appropriate. The manner and means that Expert chooses to perform the Project are in Expert’s sole discretion and control. In performing the Project, Expert agrees to provide its own equipment, tools, and other materials at its own expense. Client and Expert each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract.

Client is responsible for managing, inspecting, accepting and paying for satisfactory Expert Services in accordance with the Member Contract in a timely manner. Expert is responsible for the performance and quality of the Expert Services in accordance with the Member Contract in a timely manner. Client and Expert each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract. Client and Expert each acknowledges and agrees that it is its responsibility to understand the requirements for each Project.

Independent Contractors

Client and Expert each acknowledges and agrees that their relationship is that of independent contractors. The Expert shall perform the Expert Services as an independent contractor and nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Expert and Client or between Jexpert and any Expert or Client.

Taxes, Reporting Service

Each Member is solely responsible for satisfying any income tax, VAT, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, and all other requirements applicable to the purchase and sale of services from and by independent contractors.

RELATIONSHIP WITH JEXPERT

Jexpert Not a Party to Projects

Jexpert is not a party to the dealing, contracting and fulfillment of a Project between a Client and a Expert, including the Expert Services. Jexpert has no control over and does not guarantee the quality, safety or legality of Expert Services advertised, the truth or accuracy of Project listings, the qualifications, background, or abilities of Members, the ability of experts to deliver Expert Services, the ability of Clients to pay for Expert Services, or that a Client or Expert can or will actually complete a transaction.

Jexpert is not required to and does not verify any information given to us by experts, nor does Jexpert perform background checks on experts However, Jexpert may provide information about a Expert, such as a risk score or geographical location, or third party valuations based on data given to us by the Expert or a third party. Such information is provided for the solely for the convenience of Clients and is not an endorsement or recommendation by Jexpert.

All rights and obligations for the purchase and sale of Expert Services are solely between Client and Expert. Client and Expert must look solely to the other for enforcement and performance of all the rights and obligations arising from Member Contracts and any other terms, conditions, representations, or warranties associated with such dealings.

Third-Party Beneficiary of Member Contract

Client and Expert each acknowledges and agrees that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements as set forth in their Member Contract. Client and Expert therefore appoint Jexpert a third-party beneficiary of their Member Contract for purposes of enforcing the obligations owed to, and the benefits conferred on, Jexpert by this Agreement. Client and Expert further agree that Jexpert has the right to take such actions with respect to the Member Contract or their Accounts, including without limitation suspension, termination, or legal actions, as Jexpert in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site.

No Agency

This Agreement and any registration for or subsequent use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Jexpert, except and solely to the extent expressly stated.

JEXPERT FEES

Service Fee and Payment Processing Fee. When Client awards a project and the expert accepts (1) the “FPF (Final Project Fee) ” that Jexpert earns for creating, hosting, maintaining, and providing the Site, and for all services delivered by Jexpert that are accessible through the Site, and (2) the “Payment Processing Fee” to cover expenses and fees Jexpert incurs to banks, credit card companies, PayPal, and payment processors. The invoice for the iccured fees is created or deducted, Jexpert transfers the remaining payment amount to the Expert. The total amount of the Final Project Fee plus the Payment Processing Fee deducted by Jexpert varies according to the Project’s final cost, membership level, as detailed on the Site. If you are a Expert and believe a Project Fee might be in error, please log onto the Site and click the “Contact us ” .

Membership Fee. Experts can choose various membership programs to subscribe to different levels of participation on the Site, as detailed in Membership Fees and on the Site.

Other Fees. Jexpert may choose to offer additional features, such as Featured Projects, Featured Portfolio, Project Highlight, or verification features, for additional fees. Such features and fees are described in detail here.

PERIOD OF EXCLUSIVITY

Clients: By visiting or using the Site you agree to use Jexpert to make all payments to experts you identify through the Site, so that Jexpert can collect its Service Fee. You acknowledge and agree that Jexpert earns its Service Fee on all payments you make to a Expert in the first 12 months after you identify the Expert through the Site, regardless of whether you make the payments through Jexpert or not. You agree not to take any action directly or indirectly to circumvent these fees. After 12 months, our Service Fee applies only if the payment is made through the Payment Service.

As a Client, you also agree to notify Jexpert immediately if your Expert solicits payment from you outside the Site.

Experts: By visiting or using the Site, or by communicating with Clients identified through the Site, you agree to use Jexpert to receive all payments from Clients you identify on the Site, so that Jexpert can collect its Service Fee. You acknowledge and agree that Jexpert earns its Service Fee on all payments you receive from a Client in the first 12 months after you identify the Client through the Site, regardless of whether you receive the payments through Jexpert or not. You agree not to take any action directly or indirectly to circumvent these fees. After 12 months, our Service Fee applies only if the payment is made through the Payment Service.

As a Expert, you also agree to notify Jexpert immediately if your Client seeks to pay you outside the Site.

MEMBER ELIGIBILITY AND OBLIGATIONS

To access Site Services through our Site, you must be a legal entity, or an individual in business 18 years or older who can form legally binding contracts. To register for an Account with Jexpert and become a Member, you must accept all of the terms and conditions in, and linked to, this Agreement. By becoming a Member, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described throughout the Site; (b) be financially responsible for your use of the Site and the purchase or delivery of Expert Services; and (c) perform your obligations as specified by any Member Contract that you accept, unless such obligations are prohibited by law or by this Agreement. Jexpert reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone for any reason or no reason.

ACCOUNTS

To become a Member and access Site Services through our Site you must register for an "Account.” You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness. You cannot register for more than one Client Account and one Expert Account without express written permission from Jexpert

Your Jexpert Account (including feedback) and username are not transferable, and any transfer or attempted transfer to another party is null and void.

USERNAMES AND PASSWORDS

When a Member registers an Account, the Member will be asked to choose a username and password for the Account. The Member and any Team Account Administrator will also be asked to choose the initial username and password for any Team Account that is added to the Account (and can change the username and password for any Team Account at any time).

As a Member, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Site. In either case, you authorize Jexpert to assume that any person using the Site with your username and password either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of the Account or any related Team Account or access to your password or the password of any User of your Account.

THIRD-PARTY CONTENT

Directory of Experts

The Site contains a directory of experts. The directory is populated with information from third-party sources, from experts themselves, and from other Members. Jexpert provides this directory as a convenience and does not confirm or verify the information contained in it.

Verification and Monitoring

Jexpert makes available to Members on the Site various services provided by third parties to verify a Member’s credentials, provide testing services, or provide information. Any opinions, advice, statements, services, offers or other information or content expressed or made available by these third parties or any other Members are those of the respective author(s) or distributor(s) and not of Jexpert. Jexpert neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on the Site by anyone other than authorized Jexpert employees acting in their official capacities.

Links

This Site may contain links to other Web sites or resources and access and use of certain services offered by third parties, including online communication services such as chat, email and calls and your access and use of those Web sites, resources or services, including the online communication services, will be governed by the terms and policies of the Web site or resource or provider. These services are owned and operated by the third-party providers and their licensors. You acknowledge and agree that Jexpert is not responsible or liable for: (i) the availability or accuracy of such sites or resources; or (ii) the content, advertising, or products on or available from such Sites or resources. The inclusion of any link on the Site does not imply that we endorse the linked site. You use the links and these services at your own risk.

LICENSES AND SITE ACCESS

Access and Interference

Visitors and Users must access Secure Areas through browsers employing an encryption level of at least one hundred twenty eight (128) bits. You understand and agree to immediately stop using or accessing Secure Areas if your browser does not support such a level of encryption. If your browser does not allow such encryption then you may be blocked from using the Site.

The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Jexpert and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) upload invalid data, viruses, worms, or other software agents through or to the Site; (h) collect or harvest any personally identifiable information, including account names, from the Site; or (i) access any content on the Service through any technology or means other than those provided or authorized by the Service.

Accessing the audio visual content available on the Site for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Site to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.

User Content

Some areas of the Site may allow Users to post feedback, comments, questions, and other information (“User Content”). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, “post”) through the Site, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand that whether or not such User Content is published, Jexpert does not guarantee any confidentiality with respect to any User Content.

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy. To the extent that your User Content contains music or video, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. Jexpert reserves the right, but is not obligated, to reject and/or remove any User Content that Jexpert believes, in its sole discretion, violates these provisions.

Jexpert takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. Jexpert is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, objectionable, or inappropriate for children, and you agree that Jexpert shall not be liable for any damages you allege to incur as a result of such User Content.

Furthermore, Jexpert has no editorial control over User Content posted by Users on the Site and is not responsible for and does not monitor such content for accuracy or reliability. Jexpert does not confirm or verify whether a Expert has the expertise, or is qualified or licensed to provide the Expert Services or advice being requested.

User License to Jexpert

You retain all your ownership rights in your User Content. By posting any User Content on the Site, you expressly grant, and you represent and warrant that you have a right to grant, to Jexpert a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and Jexpert’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under this Agreement.

The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from the Site. You understand and agree, however, that Jexpert may retain, but not display, distribute, or perform, server copies of User Content that have been removed or deleted. The above licenses granted by you in User Content for which the Site does not provide you a means to delete or remove are perpetual and irrevocable.

You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Jexpert under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Jexpert does not waive any rights to use similar or related ideas previously known to Jexpert, or developed by its employees, or obtained from sources other than you.

Additional User Representations and Warranties

You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with your User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following:

1. You are at least 18 years of age or a legal entity and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
2. You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Site and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
3. Your User Content and Jexpert’s use thereof as contemplated by this Agreement and the Site will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.
4. Jexpert may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

Jexpert License to User

Subject to and conditioned on compliance with this Agreement, Jexpert grants you a limited license to access and, if you are a Member, to use this Site internally for the purpose of ordering and receiving the Site Services available and authorized from this Site. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of Jexpert or the rights holder. You must not use any content of this Site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Jexpert.

Jexpert and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Site. The Jexpert logo and name are trademarks of Jexpert, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners.

Except as expressly stated above, nothing in this Agreement confers any license under any of Jexpert's or any third party's Intellectual Property Rights, whether by estoppel, implication or otherwise.

RESOLUTION OF DISPUTES BETWEEN MEMBER AND JEXPERT

If a dispute arises between you and Jexpert, our goal is to resolve such dispute quickly and cost-effectively. Accordingly, you and Jexpert agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the Jexpert Services (a “Claim”) in accordance with this section entitled “Resolution of Disputes Between Member and Jexpert.” Before resorting to these alternatives, you agree to first contact Jexpert directly to seek dispute assistance.

Law and Forum for Disputes

This Agreement is governed in all respects by the laws of Japan without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against Jexpert must be resolved by a court located in Kawasaki, Kanagawa, Japan, or as described in the Arbitration Option paragraph below. You hereby submit to the exclusive personal jurisdiction of the courts located within Kawasaki, Kanagawa, Japan for the purpose of litigating all such claims or disputes. Any cause of action you may have with respect to this Site must be commenced within 30 days after it arises, or the cause of action is barred.

Language

In the event of a dispute regarding the meaning or interpretation between the English language and Japanese language versions of this document, the Japanese language version will take precedence.

Arbitration Option

For any claim arising between you and Jexpert (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than ¥1,000,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration must initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the ADR provider will specify whether the arbitration will be conducted by telephone, online, or solely based on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) if an arbitrator renders an award the party receiving the award has the right to enter any judgment on the award in any court of competent jurisdiction.

Improperly Filed Claims

Should you file a claim contrary to this section entitled “Resolution of Disputes Between Member and Jexpert,” Jexpert will be entitled to recover attorneys’ fees and costs up to ¥200,000, provided that Jexpert has notified you in accordance with this Agreement of the improperly filed claim, and you have failed to promptly withdraw the claim.

TERM; TERMINATION AND SUSPENSION

This Agreement shall become effective as your contractual agreement upon your acceptance or your use of the Site, and shall continue until your Account is terminated by Jexpert or you as provided for under the terms of this Section.

Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by this Agreement at any time upon notice to the other party. In such event, your Account is automatically terminated and (i) Jexpert shall continue to perform those Jexpert Services necessary to complete any open transaction between you and another Member; and (ii) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Jexpert for any Site Services and to any experts for any Provider Services.

Without limiting Jexpert's other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Project, and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site or linked here; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for Jexpert or are contrary to the interests of the Site or the Jexpert user community. Once indefinitely suspended or terminated, you must not continue to use the Site under the same Account, a different Account, or reregister under a new Account.

In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

Without limiting Jexpert's other remedies, to the extent you engage in actions or activities which circumvent the Jexpert Site or otherwise reduce fees owed Jexpert under this Agreement, you must pay Jexpert for all fees owed to Jexpert and reimburse Jexpert for all losses and costs (including any and all Jexpert employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.

Jexpert reserves the right to terminate any User access, Account, or Project for any reason or no reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if the law requires such notification.

When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and proposals. The sections entitled “RELATIONSHIP BETWEEN CLIENTS AND EXPERTS,”

“RELATIONSHIP WITH JEXPERT,” “JEXPERT FEES,” “PERIOD OF EXCLUSIVITY,” “THIRD-PARTY CONTENT,”

“LICENSES AND SITE ACCESS,” “RESOLUTION OF DISPUTES BETWEEN MEMBER AND JEXPERT,” “TERM; TERMINATION AND SUSPENSION,” “DISCLAIMERS, LIMITATIONS AND EXCLUSIONS,” “NOTICES AND COMMUNICATIONS,” “MISCELLANEOUS,” “CERTAIN DEFINED TERMS,” and the Site Policies entitled “Billing and Payment Service Policy,” “General Safebox Instructions,” and “Dispute Resolution Process,” will all survive termination of the contractual agreement between us.

Notification of Jexpert Members

You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Member Account status to all Members, including both yourself and other Members who are participating in Projects with you. You therefore agree as follows: IF Jexpert SUSPENDS OR TERMINATES YOUR ACCOUNT OR PROJECT, JEXPERT HAS THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE PROJECTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT OR PROJECT STATUS, AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.

DISCLOSURES

Jexpert, located in Kanagawa, Japan, is the provider of the electronic commercial service on this Site. Members are notified, via this Site, in advance regarding any applicable service charges. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact Jexpert to resolve a complaint regarding any aspect of service relating to this Site by contacting us at Customer Support.

DISCLAIMERS, LIMITATIONS AND EXCLUSIONS

Data

You are responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Jexpert's part to store, backup, retain, or grant access to any information or data for any period.

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.

WARRANTY DISCLAIMER

THE SITE SERVICES PROVIDED BY JEXPERT OR ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

IN NO EVENT SHALL WE OR OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SITE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) ¥1000, OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SITE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

RELEASE

If you have a dispute with another Member, you release Jexpert (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

INDEMNITY

You agree to defend, hold harmless and indemnify Jexpert from and against any and all losses, costs, expenses, damages or other liabilities incurred by Jexpert from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against Jexpert: (a) in connection with your use of the Site Services including any payment obligations incurred through use of the Site Services; or (b) resulting from: (i) your use of the Site; (ii) your decision to supply credit information via the Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Members; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member; (viii) any act or omission of yours with respect to the payment of fees to any Expert; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Expert. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

NOTICES AND COMMUNICATIONS

Communications from Jexpert to you

Unless you otherwise indicate in writing to Customer Support, Jexpert will communicate with you by email or by posting communications on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when Jexpert sends it to the email address you have provided to Jexpert on the Site, or when Jexpert posts such communication on the Site. You must keep your email address updated on this Site, and you must regularly check this Site for postings. If you fail to respond to an email message from Jexpert regarding violation, dispute or complaint within two business days, Jexpert has the right to terminate or suspend your Project or your Account. Communications from you to Jexpert All notices to Jexpert intended to have a legal effect concerning this Agreement must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:

Such notices to Jexpert are deemed effective upon receipt.

MISCELLANEOUS TERMS AND CONDITIONS

You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. Jexpert will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative of Jexpert. No delay or omission by Jexpert in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.

You will not transfer, assign or delegate your rights or obligations (including your Account) under this Agreement to anyone without the express written permission of Jexpert, and any attempt to do so will be null and void. Jexpert may assign this Agreement in its sole discretion.

This Agreement, together with any other legal notices and agreements published by Jexpert via the Site, shall constitute the entire agreement between you and Jexpert concerning the Site. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

The Site is controlled and operated from its facilities in Japan. Jexpert makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Japanese and local laws and regulations, including but not limited to export and import regulations. You may not use or access the Site if you are a resident of a country embargoed by the Japan, or are a foreign person or entity blocked or denied by the Japanese government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in Japan.

Except for the payment of fees to Jexpert, neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.

The boldface paragraph headings in this Agreement are included for ease of reference only and have no binding effect. This Agreement and all documents referenced in this Agreement (including the Terms of Service available by hyperlink above) comprise the entire agreement between you and Jexpert with respect to the use of this Site and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Web site that link to or are linked from this Site. For convenience, this Agreement may be displayed in HTML and/or PDF versions. In the event of any inconsistency between such versions, the PDF version will govern.

CERTAIN DEFINED TERMS

Any capitalized term not otherwise defined in this Agreement has the meaning given such term on the Site. As used throughout this Agreement:

“Account” means the Jexpert Account you open when you register to become a Member and use the Site Services, and all Team Accounts added to that Account.

“Client” means a Member that investigates and purchases Expert Services or identifies a Expert through the Site.

“Jexpert Services” means the creation, hosting, maintenance, and provision of the Site and all services delivered by Jexpert that are accessible through the Site. The term Jexpert Services does not include Expert Services or Third-Party Services.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Member” means a person or legal entity that registers for an Account.

“Member Contract” shall have the meaning given to it above.

“Payment Service” means the Jexpert Billing and Payment Service.

“Expert” means a Member that offers and delivers Expert Services or identifies a Client through the Site.

“Expert Services” means all services delivered by experts.

“Secure Areas” means portions of the site that are encrypted using the Hypertext Transfer Protocol Secure (also known as “HTTPS”) or any other encryption mechanism.

“Services Agreement” means the default Services Agreement Between Client and Expert and this default Services Agreement may be modified by Client and Expert as described here. A Services Agreement may include specifications, price, milestones, deliverables, units of work, hours, payment terms, warranties and other contractual obligations.

“Site Services” means all services that are accessible through the Site except Expert Services.

“Third-Party Services” means all services that are accessible through the Site and delivered by third parties. The term Third-Party Services does not include Jexpert Services or Expert Services.

“User” means (1) a person who is a Member, using the Site on his or her own behalf, or (2) a person who is using the Site on behalf of a Member that is a company or organization.

“Visitor” means a person who is only visiting the Site, not a Member or User.

“you” means a Visitor or Member accessing the Site or using the Site Services on his or her own behalf; or, if the Site Services are used on behalf of a Member, "you" means the Member for which the Site Services are used and the User who accesses the Site on behalf of such Member (and such User represents that he or she has the authority to do so on the Member's behalf).

CONTACTING US

If you wish to report a violation of the Terms of Service, have any questions or need assistance, please contact Jexpert Customer Support as follows:

Web Support: http://www.Jexpert.jp/contact
Email: support@jexpert.jp
Phone: (Mon-Fri, 10:00 a.m. - 17:00 p.m. JST Time): 81 044 281 0651