【DEVLOX Professionals】Terms of Use

【DEVLOX Professionals】Terms of Use

 
※The Japanese version of the Terms is the original and the English version of the Terms is for reference only, and in the event of any inconsistency or conflict between the two, the Japanese version shall prevail.
Please click on the link below to view the Japanese version of the Terms.
【DEVLOX Professionals】利用規約
 
These Terms of Use (hereinafter referred to as the "Terms") define the terms and conditions for the provision of the Service offered by the Company and the relationship of rights and obligations between the Company and the individual or entity using the Service. When using the Service, you are required to read and agree to the Terms in its entirety.
Article 1 (Application)
  1. The purpose of the Terms is to set forth the terms and conditions of the Service and the rights and obligations between the Company and the individual or entity using the Service, and shall apply to all relationships between said individual or entity and the Company relating to the use of the Service.
  1. In the event of any discrepancy between the Terms and other descriptions of the Service, the provisions of the Terms shall take precedence.
Article 2 (Definitions)
The following terms used in the Terms shall have the meanings set forth below:
  • "Company" means DEVLOX Corporation.
  • "Service" means the service named [DEVLOX Professionals] provided by the Company (if the name or content of the Service is modified for any reason, the updated name or content shall take effect). The Service provides, in relation to work about Roblox, systems, tools, and platforms for facilitating outsourcing contracts or employment contracts between Clients and Service Providers, and performing work.
  • "Service Agreement" means an executed contract for the use of the Service between the Company and a Member that consists of the Terms.
  • "Member" means an individual or entity (excluding the Company) who has been registered as a user of the Service, whether as a Client or a Service Provider, in accordance with the prescribed procedures.
  • "Client" means an individual or an entity (including the Company) who outsources (or attempts to outsource) work or hires (or attempts to hire) labor through this Service.
  • "Service Provider" means an individual or an entity who accepts (or attempts to accept) work or obtains employment (or attempts to obtain employment) through the Service.
  • "Client Solicitation Method" means the method by which a Client solicits Service Providers through the Service for work that it plans to outsource through the Service, and through which the Client selects from among the applying Service Providers to complete a Transaction.
  • "Client Auto-Selection Method" means The method by which the Company finds a Service Provider suitable for work that the Client plans to outsource through the Service, and in which the selected Service Provider and the Client complete a Transaction.
  • "Transaction" means An executed outsourcing contract or employment contract between a Client and a Service Provider using the Services.
Article 3 (Registration)
  1. A person who wishes to use the Service (hereinafter referred to as "Prospective User") may apply to register to use the Service by agreeing to abide by the Terms and by providing the Company with certain information specified by the Company (hereinafter referred to as "Registration Items") in a manner prescribed by the Company.
  1. In accordance with the Company's standards, the Company will determine whether or not a Prospective User who has applied for registration in accordance with Section 1 above (hereinafter referred to as the "Applicant") is eligible for registration. If the Company approves the registration, it will notify the Applicant of such approval. The registration of the Applicant as a Member is deemed to have been completed when the Company has given the notice described in this section.
  1. Upon completion of registration as stipulated in the preceding section, a Service Agreement is established between the Member and the Company, and the Member will be able to use the Service in accordance with the Terms.
  1. The Company may refuse registration or re-registration of an Applicant for any of the following reasons, and shall not be obligated to disclose any reasons for such refusal:
  • All or part of the registration information provided to the Company contains a falsehood, error, or omission.
  • The Applicant is a minor, an adult ward, a person under curatorship, or a person under assistance (e.g., limited guardianship), and has not obtained the consent of his/her legal representative, guardian, curator, or assistant (e.g., limited guardian).
  • The Company has determined that Applicant is part of antisocial forces (which means organized crime groups, members of organized crime groups, right-wing groups, antisocial forces, or other similar persons; the same definition shall apply hereinafter), or is involved in or interact with antisocial forces, such as cooperating with or being involved in the maintenance, operation, or management of anti-social forces through funding or other means.
  • The Company has determined that the Applicant has violated a contract with the Company or is affiliated with such a violator.
  • The Applicant has been subjected to any of the measures set forth in Article 16.
  • Other cases in which the Company deems the registration is not appropriate.
  1. The Company shall not be liable for any damages, whether direct or indirect, incurred by a Member due to a violation of the provisions of this Article. A Member shall be liable to a third party for any damages incurred by the third party due to the Member's violation of the provisions of this Article , and the Company shall not be liable for any such damages.
  1. If an Applicant is an individual and has completed registration as a Qualified Invoice Issuer under the Consumption Tax Law of Japan, the Prospective User must notify the Company of each of the following items:
  • Name as registered on the Qualified Invoice Issuer publication website;
  • Principal business name, alias, and maiden name as registered on the Qualified Invoice Issuer website;
  • Registration number; and
  • Other information registered in accordance with the procedures for public disclosure under the Consumption Tax Law of Japan.
  1. If an Applicant is a legal entity and has completed registration as a Qualified Invoice Issuer under the Consumption Tax Law of Japan, the Prospective User must notify the Company of each of the following items:
  • Name of the legal entity as registered on the Qualified Invoice Issuer publication website;
  • Registration number;
  • Address of head office or principal office; and
  • Location of the office pertaining to the domestic transfer of assets and other similar transactions.
  1. If a Member completes registration as a Qualified Invoice Issuer under the Consumption Tax Law of Japan after becoming a Member, the Member must notify the Company of each of the items listed in Section 6 of this Article if the Member is an individual, or the items listed in the preceding section if the Member is an entity, without delay after completion of such registration.
  1. If a Member or an Applicant’s registration as a Qualified Invoice Issuer is revoked or loses its validity in accordance with the provisions of the Consumption Tax Law of Japan, the Member or Applicant must immediately notify the Company of such revocation or expiration in writing or by electronic
  1. If a Member or an Applicant is negligent in providing the information required by this Article, or provides false information, and as a result, suffers damages, The Company shall not be liable for any such
  1. If a Member or an Applicant causes damage to the Company or a Client due to negligence in providing information as required by this Article or by providing false information, the Member or Applicant shall be liable to compensate the Company and the Client for such damage.
Article 4 (Change of Registered Matters)
If there is any change in a Member’s registered information, the Member shall notify the Company of such change without delay in the manner prescribed by the Company.
Article 5 (Password and User ID Management)
  1. Members shall be responsible for the proper management and storage of their passwords and user IDs for the Service, and may not allow any third party to use, lend, transfer, change, sell, or otherwise dispose of them.
  1. Members shall be responsible for any damage caused by inadequate management, erroneous use, or use by third parties of passwords or user IDs.
Article 6 (Service Contents)
  1. Through the Service, in relation to work about Roblox, the Company will provides systems, tools, and platforms for facilitating outsourcing contracts or employment contracts and performing work.
  1. The purpose of this Service is for Clients and Service Providers to enter directly into outsourcing contracts or employment contracts.
  1. The various tasks, communications, fulfillment of legal obligations, and troubleshooting that occur in the Transactions between the Clients and the Service Providers shall be handled by the Members involved. The Company assumes no responsibility for any and all matters related to the Transactions between the Clients and the Service Providers.
  1. Payment from a Client to a Service Provider pursuant to a Transaction shall be determined by the details of the Transaction and separate consultations between the Client, the Service Provider, and the Company. However, if a Transaction is an outsourcing contract, the Company may receive the compensation on behalf of a Service Provider and deliver it to the Service Provider. In this case, an agency receipt agreement shall be established between the Service Provider and the Company, and based on such agreement, the Service Provider may grant the Company the right to receive compensation from the Client on the Service Provider’s behalf.
Article 7 (Use of the Service)
  1. If there is a realistic possibility that a Member will use the Service to enter into an employment contract, then the Member shall enter into a recruitment contract with the Company and abide by that contract. Even if a Transaction is an employment contract, the Terms shall apply. However, if the Terms differ from the recruitment contract, then the recruitment contract shall take precedence over the Terms, and the provisions of the Terms that are contrary to the Employment Security Act of Japan or other laws and regulations shall not be effective.
  1. With respect to the selection of a Client or a Service Provider for a Transaction, as well as the execution of work based on a Transaction and the deliverables thereof, the Company makes no confirmation or guarantee pertaining to content, quality, authenticity, legality, accuracy, or usefulness, nor does the Company assume any responsibility for any defects therein.
  1. Members shall provide specifics when registering the details of the requested services, and may not make any statements or take any actions that would lead a Member outside of the Service.
  1. Members may not breach any obligation of confidentiality, non-competition, or any other obligation that Member owes to any other party.
Article 8 (Fees and Payment Method)
  1. The Client shall pay the Company the following fees as compensation for the use of the Service (hereinafter referred to as "System Fees"):
  • If the Transaction is an outsourcing contract
Under the Client Solicitation Method: An amount equal to 20% (excluding consumption tax, rounded down to the nearest ¥1) of the compensation for the Transaction.
Under the Client Auto-Selection Method: An amount equal to 30% (excluding consumption tax) of the compensation for the Transaction.
  • If the Transaction is an employment contract: Client System Fees in an amount equal to 35% (excluding consumption tax) of the Service Provider’s theoretical annual salary (12 months of the monthly salary, including all allowances and bonuses, but excluding commute transportation fees, overtime, holiday, and late-night compensation).
  1. The timing of accrual of the System Fees in the preceding section is as set forth below.
  • If the Transaction is an outsourcing contract: When the Transaction is executed.
  • If the Transaction is an employment contract: When the Client decides to hire the Service Provider, and the Service Provider indicates its intention to work for the Client.
  1. The timing and method of payment of the System Fees specified in Section 1 of this Article are to be determined through separate consultation between the Client, the Service Provider, and the Company.
Article 9 (Transactions between Members)
  1. Under the Client Solicitation Method, the Transaction takes the form of an application by a Service Provider in response to a request by a Client, and the Service Provider performs the work after an outsourcing contract or an employment contract is executed between the Client and the Service Provider. Under the Client Auto-Selection Method, the Transaction shall take the form of the Company selecting a Service Provider in response to a Client’s request, and the Service Provider shall perform the work after an outsourcing contract or an employment contract is executed between the Client and the Service Provider.
  1. A Transaction is considered to be executed when a Client notifies a Service Provider of a request (including a direct request) and the Service Provider’s acceptance of the request is received by the Client.
  1. If a Service Provider does not accept a request within seven (7) days from receipt of the Client’s request notification, then the Service Provider shall be deemed to have declined the request from the Client, the Client shall agree to such declination.
  1. Upon the completion of a Transaction with a Service Provider, the Client shall promptly notify the Company of the details of the Transaction (including working conditions if the Transaction is an employment contract) in writing or by electronic means.
Article 10 (Intellectual Property Rights in a Transaction)
When using intellectual property rights held by a third party for a deliverable, the Service Provider shall obtain the prior consent of such third party and shall warrant to the Client that the Service Provider is not infringing on the rights of any third party. If it becomes clear that the Service Provider has breached such warranty, the Service Provider shall be liable to the Client for damages and other liabilities, and the matter shall be discussed and resolved directly between the Members.
Article 11 (Method of Setting Transaction Compensation)
The compensation for a Transaction shall be determined by the Transaction details and separate discussions between the Client, the Service Provider, and the Company.
Article 12 (Prohibited Matters)
In using the Service, Members must not engage in any of the following acts or acts that the Company deems to fall under any of the following items:
  • Acts that violate laws and regulations or are related to criminal activities;
  • Committing fraud or making threats against the Company, other Members using the Service, or other third parties;
  • Acts against public order and morals;
  • Infringement of the intellectual property rights, portrait rights, privacy rights, honor, or other rights or interests of the Company, other Members of the Service, or other third parties;
  • Acts that place an excessive load on the Service's network or system;
  • Reverse engineering or other analysis of software or other systems provided by the Company;
  • Acts that may interfere with the operation of the Service;
  • Unauthorized access to the Company’s network or systems;
  • Impersonation of a third party;
  • Using another Member's user ID or password for the Service;
  • Advertising, publicizing, soliciting, or conducting other business activities on the Service that are not authorized in advance by the Company;
  • Collection of information about other Members of the Service;
  • Acts that cause disadvantage, damage, or discomfort to the Company, other Members using the Service, or other third parties;
  • Provision of benefits to antisocial forces;
  • Requesting work with an offer of compensation that the Company determines to be excessively low given the nature of the work, regardless of whether a Service Provider consents to such compensation;
  • Requesting work that restricts working hours or work location unnecessarily given the nature of the work being requested;
  • Requesting business, payments of money, or other acts that suggest direct transactions without the Company's involvement;
  • Communication between Members outside the Service;
  • Acts that directly or indirectly cause or facilitate any of the aforementioned acts;
  • Attempting any of the preceding acts; or
  • Other activities that the Company deems inappropriate.
Article 13 (Prohibition of Direct Contracts)
  1. A Member, or an individual or entity who was a Member within the past 5 years, may not directly enter into or solicit, without using the Service, an outsourcing contract or employment contract with another Member, or an individual or entity who was a Member within the past 5 years, regarding the contents of a request that can be made through the Service. This prohibition does not apply if the Company has given prior consent.
  1. If a Member violates the preceding section, the Company may take any action it deems necessary, including terminating the registration of the Member. In addition, the Company may require the Member to pay either the amount equivalent to the System Fees for the Transaction or 1,000,000 yen (if it is impossible to calculate the System Fees amount for the Transaction, then the 1,000,000 yen fee applies), whichever is greater, as a penalty, and may take any legal action (including, but not limited to, claims for monetary damages).
  1. Notwithstanding Section 1 of Article 7, this Article shall prevail even if the Transaction consists of an employment contract and the recruitment contract contradicts this Article.
Article 14 (Suspension of the Service)
The Company may suspend or discontinue all or part of the Service without prior notice to Members in any of the following cases:
  • When checking or maintaining the computer system related to the Service in an emergency.
  • When the Service cannot be operated due to computer or communication line failures, mishandling, excessive concentration of access, unauthorized access, or hacking.
  • When the Service cannot be operated due to a force majeure such as an earthquake, lightning, fire, windstorm, flood, power outage, or natural disaster.
  • Other cases in which the Company deems it necessary to suspend or discontinue the Service.
Article 15 (Attribution of Rights)
All intellectual property rights related to the Service are the property of the Company or the Company’s licensors, and permission to use the Service under the Terms does not imply a license to use the intellectual property rights of the Company or of said licensors pertaining to the Service.
Article 16 (Cancellation of Registration)
  1. The Company may, without prior notice or demand, cancel a Member's registration, suspend his/her/its use of the service, revoke a Member's rights, or take any other action deemed necessary by the Company if any of the following events occur:
  • Violation of any of the provisions of the Terms;
  • Discovery of false information of fact in the Member’s registration information;
  • Violation, or the likely future violation, of laws, the Terms, or other guidelines;
  • Discovery that a registered Member (whether individual or entity) has caused any problems in the past with the Company, other Members, or third parties within the context of various services provided by the Company;
  • Disputes with other Members or third parties that exceed the level prescribed by the Company;
  • Complaints lodged by other Members or third parties that exceed the level prescribed by the Company (including complaints received by the Company from other Members or third parties about the Member in question);
  • Suspension of payment, insolvency, or the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or similar proceedings;
  • Nonuse of the Service for over a year;
  • Lack of response within 30 days to the Company’s inquiries or other communications requesting a response;
  • The occurrence of any of the events listed in Section 4 of Article 3; or
  • Any other instance in which the Company deems it inappropriate for the Member to use the Service or to maintain the Member’s registration.
  1. If any of the events listed in the preceding section occur, the Member shall lose the benefit of time for all debts owed to the Company, and all debts owed to the Company become immediately due and owing.
  1. The Company shall not be liable for any damages incurred by Members or third parties as a result of the measures stipulated in Section 1 of this Article.
Article 17 (Membership Withdrawal)
  1. A Member may withdraw from the Service and delete his/her/its registration as a Member upon completion of the procedures specified by the Company. However, membership cannot be canceled while the Member is under either of the following circumstances.
      • When the work relating to a Transaction for which he/she/it is a Client or a Service Provider has not been completed; or
      • When the payment procedures for a Transaction for which he/she/it is a Client or a Service Provider have not been completed.
  1. In the event of withdrawal from the membership, if the Member owes any debts to the Company, the Member will lose the benefit of time with respect to all debts owed to the Company, and all debts owed to the Company become immediately due and owing.
  1. The handling of Member information after withdrawal from membership shall be in accordance with the provisions of Article 21.
Article 18 (Change or Termination of the Service)
  1. In accordance with Article 548-4 of the Civil Code of Japan, the Company may change the Terms without the consent of the Members for any matter that the Company deems reasonable. If the Terms are changed, the Company will notify Members of the effective date and content of the changed Terms by posting the changes on the Company's website or by other suitable means. However, if the changes legally require the consent of the Members to be enforceable, the consent of members will be obtained in the manner prescribed by the Company.
  1. The Company may terminate the provision of the Service at its own convenience by providing the Member with prior notice.
Article 19 (Disclaimer of Warranty and Liability)
  1. The Company makes no warranty, whether express or implied, that the Service is fit for a particular purpose, has the expected functionality, commercial value, accuracy, or usefulness; that the Members’ use of the Service will comply with applicable laws, regulations, or internal rules of any industry organization; that the Member will be able to use the Service continuously; or that defects will not occur.
  1. The Company does not confirm, is not obligated to confirm, and does not guarantee in any way the content, quality, accuracy, legality (including non-infringement of intellectual property rights or the rights of third parties), usefulness, authenticity of any work ordered by a Member in relation to the Service, the content of work received by a Member, or any other information.
  1. The Company shall not be liable for any damages incurred by a Member in connection with the Service beyond the amount of consideration paid by the Member to the Company in the past 12 months, and shall not be liable for any incidental, indirect, special, future, or lost profit damages.
  1. Members shall be responsible for resolving any transactions, communications, or disputes, and the like that arise between them and other Members or third parties in relation to the Service.
Article 20 (Confidentiality)
  1. When communicating with other Members through the Service, Members shall keep confidential any information disclosed by the other party regarding the disclosing party's technology, development, products, sales, plans, know-how, and the like, and may not disclose or leak such information to any third party without the prior written consent of the disclosing party. Members may not use such information for any purpose other than the use of the Service and the execution of outsourcing contracts and employment contracts based on the Service.
  1. The following information is excluded from confidential information:
  • Information that can be proved to have been rightfully in the possession of the receiving party prior to disclosure by the disclosing party;
  • Information that was in the public domain prior to being disclosed by the disclosing party;
  • Information that has entered into public domain after being disclosed by the disclosing party for reasons not attributable to the receiving party;
  • Information that the receiving party has legitimately obtained from a duly authorized third party without being bound by any obligation of confidentiality;
  • Information independently developed by the receiving party without relying on the disclosed information.
  1. Prior to commencing a Transaction, Members shall enter into separate nondisclosure agreements as necessary, and endeavor to maintain mutual confidentiality.
  1. The Company does not guarantee any confidentiality between Members. The Company shall not be liable for any disputes between Members or with other third parties that may arise as a result of a Member's violation of the provisions of Section 1 of this Article; Members shall resolve such disputes at their own responsibility and expense.
Article 21 (Handling of Member Information)
  1. The Company's handling of Member information is subject to the provisions of the Company's Privacy Policy (available here: https://devlox-documents.net/devlox-professionals/privacypolicy), and Members hereby agree to the Company's handling of Member information in accordance with this Privacy Policy.
  1. The Company may, at its discretion, use and disclose information and data provided by Members to the Company in the form of statistical information that does not identify the individual Members, and Members may not object to this.
Article 22 (Notice)
  1. Inquiries about the Service, other communications or notifications from Members to the Company, notifications about changes to the Terms, and other communications or notifications from the Company to Members shall be made in a manner determined by the Company.
  1. If the Company sends communications or notifications to the e-mail address or other contact information included in a Member’s registration information, the Member will be deemed to have received such communications or notifications.
Article 23 (Transfer of Status under Service Agreement)
  1. A member may not assign, transfer, pledge as collateral, or otherwise dispose of its status under a Service Agreement or their rights or obligations under the Terms to any third party without the prior written consent of the Company.
  1. If the Company transfers the business related to the Service to another company, the Company may transfer its status under the Service Agreements, the rights and obligations under the Terms, and the Members’ registered information and other customer information to the transferee of such business transfer; each Member hereby consents to such transfer in advance. The term “business transfer” in this section encompasses not only ordinary business transfers but also company splits and any other instances where the business is transferred.
Article 24 (Severability)
If any provision of the Terms or part thereof is determined to be invalid or unenforceable under the Consumer Contract Act or other laws or regulations, the remaining provisions of the Terms and the remaining portions of any provision that is determined to be invalid or unenforceable in part shall remain in full force and effect.
Article 25 (Governing Law and Venue)
  1. The Terms and the Service Agreements shall be governed by and construed in accordance with the laws of Japan.
  1. The Tokyo District Court shall have exclusive jurisdiction in the first instance over any and all disputes arising out of or related to the Terms or the Service Agreements.
Article 26 (Original Version)
The Japanese version of the Terms is the original and the English version of the Terms is for reference only, and in the event of any inconsistency or conflict between the two, the Japanese version shall prevail.
 
 
[Established November 28, 2023]